Terms of Service

Effective date: 6 October 2026 Last updated: 8 October 2026

These Terms of Service (the "Terms") govern access to and use of the Eave Desk building design, sales, and takeoff platform. They form a binding agreement between Columbia Groundwork Inc., a corporation organized under the laws of Washington, doing business as Columbia Data Group ("Eave Desk," "we," "us," "our"), and the business that subscribes to the Service ("Customer," "you," "your").

By signing an Order Form, accepting these Terms at signup, creating an account, or using the Service, you agree to these Terms. If you are agreeing on behalf of a business, you represent that you have authority to bind it, and "you" means that business.

If you do not agree to these Terms, do not use the Service.

1. Definitions

"Affiliate" means an entity that controls, is controlled by, or is under common control with a party, where control means more than 50% of the voting interests.

"Buyer" means a person who uses Customer's designer link, a saved design link, a shared design link, a customer portal, or a document package link to design, view, price, or request a quote for a building from Customer. A Buyer is Customer's customer or prospect, not Eave Desk's.

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential, including pricing, product roadmaps, security documentation, and Customer Data.

"Customer Data" means all data, content, and files that Customer, its Users, or its Buyers submit to or generate in the Service under Customer's account, including saved designs and revisions, Buyer contact details, leads, customers, projects, notes, tasks, uploaded files, Customer's catalog choices, price books, supplier assignments, estimates, quotes, generated drawings and document packages, and Customer's branding.

"Documentation" means the pricing and product pages at https://eavedesk.com, together with the help content, user guides, and integration API reference Eave Desk makes generally available for the Service.

"Module" means a separately priced part of the Service: Designer, CRM, Takeoff, or the Platinum bundle of all three, as described in section 3.2 and the price list.

"Order Form" means the ordering document or online checkout, executed or accepted by both parties, that identifies the Modules, billing term, seats, fees, and any terms specific to Customer. Each Order Form incorporates these Terms by reference.

"Output" means anything the Service generates from a design: quantities, purchase lists, cut lists, budget estimates, priced material lists, PDF drawings and packages, CSV and JSON exports, DXF files, and pad plans.

"Service" means the Eave Desk software-as-a-service platform, including the company workspace, the tenant designer, the Buyer-facing designer and portal published under Customer's link, the integration API, emails sent from Customer's account, and the Documentation, together with any updates Eave Desk makes generally available.

"Subscription Term" means the billing term stated in the Order Form, together with any renewal terms.

"User" means an individual authorized by Customer to sign in to the Service under Customer's account, including Customer's employees, contractors, and any engineer or reviewer Customer invites.

"User Terms" means the Eave Desk User Terms presented to Users when they first sign in, as updated from time to time.

"Buyer Terms" means the Eave Desk Designer Terms presented to Buyers on Customer's designer link, as updated from time to time.

2. The agreement

2.1 Structure. These Terms, each Order Form, the Privacy Policy, and any addenda accepted or executed by the parties, including the Data Processing Addendum, together form the entire agreement between the parties regarding the Service.

2.2 Order of precedence. If there is a conflict, the following order controls: (a) the Data Processing Addendum, for the personal data it covers; (b) an Order Form or accepted addendum; (c) these Terms; (d) the Privacy Policy; (e) the Documentation.

2.3 Users and Buyers. Customer will ensure its Users comply with these Terms. Users agree to sections 3, 8, 11, 13, 14, and 17 as those sections apply to their own use, and to the User Terms where the Service presents them. Buyers use the Service under the Buyer Terms, which the Service presents on Customer's designer link. Customer is responsible for its Users' acts and omissions as if they were Customer's own, and for the accuracy of what Customer chooses to show Buyers.

2.4 Affiliates. Customer's Affiliates may use the Service under Customer's account if Customer remains responsible for their compliance and for all fees. Each separately branded designer link is a site under Customer's account, not a separate account.

3. The Service and license

3.1 License grant. Subject to these Terms and payment of the fees, Eave Desk grants Customer a non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Modules stated in the Order Form for Customer's internal business operations and for offering buildings to Customer's own Buyers, within the seat and usage limits stated in the Order Form.

3.2 What the Service is. Eave Desk provides software that lets a post-frame building company:

(a) Designer. Publish a branded three-dimensional building designer at its own link, control which products, presets, colors, and opening placements Buyers may choose, capture each design as a lead, and let Buyers return to, share, and request a quote on a saved design.

(b) CRM. Turn leads into customers and projects, run a pipeline, assign follow-up tasks, keep files with versions and controlled release links, give Buyers a portal, and route an engineering review.

(c) Takeoff. Maintain a private catalog, price book, supplier assignments, and framing selections; compute quantities, purchase lists, cut lists, and priced material lists from a saved design; and generate coordinated document packages and drawing exports.

(d) Platinum. All three Modules under one subscription.

The features in each Module are those described in the Documentation on the Effective Date of the Order Form. A feature the Documentation labels beta, preview, or proposed is not part of any Module.

3.3 What the Service is not. Eave Desk is a software company. Eave Desk is not an engineer, architect, contractor, building supplier, dealer, or broker. Eave Desk does not design buildings for code compliance, does not produce sealed or stamped drawings, does not sell buildings, kits, or materials, is not a party to any contract between Customer and a Buyer, does not verify that a Buyer exists or can pay, does not verify the products, prices, suppliers, or framing choices in Customer's catalog and price book, and does not decide what Customer charges. Every one of those is Customer's alone.

3.4 Restrictions. Customer will not, and will not permit any User, Buyer, or third party to:

(a) sell, resell, rent, lease, sublicense, white-label, or provide the Service as a service bureau to any third party except as an Order Form expressly permits, in which case Customer will bind each such third party to written terms at least as protective of Eave Desk as these Terms and remains responsible for their compliance. Publishing Customer's own designer link to Customer's own Buyers is permitted use, not resale;

(b) reverse engineer, decompile, disassemble, or attempt to derive the source code, framing rules, takeoff logic, catalog structure, or algorithms of the Service, except to the extent that restriction is unenforceable under applicable law;

(c) copy, modify, or create derivative works of the Service or Documentation, or extract Eave Desk's owned catalog, component quantity rules, or framing rules for use outside the Service;

(d) remove or obscure any proprietary notice, or any "NOT ENGINEERED," "preliminary," "estimate," or similar marking the Service places on an Output;

(e) use the Service to build or assist in building a competing product, or publish benchmark or performance results without Eave Desk's prior written consent;

(f) access the Service by automated means other than the documented integration API, or circumvent rate limits, seat limits, usage caps, link secrets, or access controls;

(g) use the Service in violation of applicable law, or in a way that infringes or misappropriates the rights of any third party;

(h) access or interact with the Service using AI agents, autonomous browsing tools, scrapers, or other automated tools, other than through the documented integration API;

(i) use the Service, the Documentation, or any Output to train, fine-tune, or evaluate a machine learning or artificial intelligence model.

3.5 Reservation of rights. All rights not expressly granted are reserved to Eave Desk. Nothing in these Terms transfers ownership of the Service, its catalog, or its framing and takeoff rules.

3.6 Buyer-facing surfaces. The Service publishes, under Customer's own link and branding, a designer, saved-design pages, shared-design pages, a customer portal, and document package pages for Customer's Buyers.

(a) Customer's branding. Customer grants Eave Desk a non-exclusive license during the Subscription Term to display Customer's name, logo, colors, contact details, and other branding Customer uploads on those surfaces, in emails sent from Customer's account, and on Outputs, solely to provide the Service to Customer. Customer represents that it has the rights to that branding.

(b) Customer is the seller. Everything a Buyer sees on those surfaces is offered by Customer. Customer chooses which products, presets, and prices a Buyer may see, whether a budget figure is shown, and what a quote request means. Customer is the seller of any building, kit, material, or service a Buyer goes on to purchase, is responsible for every representation made to a Buyer, and is responsible for its own compliance with consumer-protection, advertising, contractor-licensing, and sales-tax law in each place it sells.

(c) Lead gates and Buyer notices. Customer decides whether a Buyer must supply contact details before opening the designer, before saving, or not at all. The Service presents the Buyer Terms and the Privacy Policy on those surfaces. Customer is responsible for any additional notice or consent its own use of Buyer contact details requires, including for any marketing Customer sends to Buyers outside the Service.

(d) Secret links. Saved-design, shared-design, portal, and package pages are reachable by anyone who holds the link. Customer controls whether a design is shared, whether a file is released, and when a released link expires, where the Service offers that control. Customer will not treat a secret link as a substitute for a Buyer's own authentication where the law requires one.

(e) Buyer designs belong with Customer's account. A Buyer's saved design is stored under Customer's account as Customer Data. If Customer's account ends, Buyer links under it stop working as described in section 15.4. Customer, not Eave Desk, is responsible for telling its Buyers.

3.7 Estimates, takeoffs, and engineering outputs.

(a) Material estimates. Quantities, purchase lists, cut lists, budget estimates, and priced material lists are material estimates. The Service computes them from Customer's catalog, price book, supplier assignments, and framing selections using documented framing rules. They are for planning and sales. They are not a bill of materials to order from without review, they are not a quote to a Buyer unless Customer chooses to issue them as one, and they are not a determination of structural adequacy, loads, soil bearing, foundation or pad design, post embedment, connection design, code compliance, or permit eligibility.

(b) Drawings and exports. PDF drawings, document packages, DXF files, coordinate exports, and pad plans are concept and layout documents that describe the building as designed. They are not construction documents and are not sealed by a licensed engineer or architect. Where the Service records that a User turned off its opening placement rules for a design, every Output for that design is marked NOT ENGINEERED with the reason, and the DXF and package exports are withheld. Customer will not remove, obscure, or contradict that marking.

(c) Customer's duties. Customer is responsible for obtaining the engineering review, sealed plans, permits, and inspections that the law of the building's location requires for any building it sells or builds; for confirming quantities, stock lengths, prices, and suppliers before ordering; and for every representation it makes to a Buyer, a supplier, an engineer, or an authority about an Output. Customer will not present any Output as engineered, permitted, or code-compliant unless a licensed professional retained by Customer has made it so.

(d) Engineering review workflow. The Service's engineering review feature hands a packet to the reviewer Customer names and records the reviewer's returned files. Eave Desk does not supply, select, license, or vet the reviewer, and the returned files are Customer Data.

(e) Seeded reference data. Eave Desk may seed a new account with reference catalogs, framing selections, supplier products, or sample price books as a starting point. They are provided for convenience, may be flagged sample or unapproved in the Service, and are Customer's to confirm, correct, or replace before Customer sells from them.

3.8 Email sent on Customer's behalf. The Service can send email to Users and Buyers from Customer's account: invitations, quote and package deliveries, portal links, and follow-ups. Customer is the sender of every such message. Customer is responsible for the content its Users compose, for any consent the law requires from recipients, including under the CAN-SPAM Act and state law, and for honoring opt-outs. The Service sends transactional messages a Buyer's own action triggered; Customer will not use it to send unsolicited bulk email. Where an Order Form states usage-based email charges, usage is billed in arrears at the stated rates.

3.9 APIs and integrations.

(a) Integration API. The Service exposes an integration API with keys that a Customer administrator creates, scopes, expires, and revokes. Keys belong to Customer's account, are shown once, and are stored hashed. Customer is responsible for every request made with its keys, will keep keys confidential, will use them only for Customer's own operations, and will stay within documented rate limits. Eave Desk may change the API and will give at least 90 days' notice before removing or materially changing a documented endpoint in a way that breaks existing integrations, except where security or a third party requires a faster change.

(b) Third-party services Customer connects. Where Customer connects the Service to another system through the API, that system is governed by its own terms, Eave Desk does not control it, and Customer authorizes Eave Desk to exchange Customer Data with it as the connection requires. Changes to or withdrawal of a third-party service, and any resulting loss of functionality, are not a breach by Eave Desk and are not a basis for a refund.

3.10 Professional services and assisted onboarding. Assisted onboarding is optional and costs $1,000 one time, including up to eight hours of customizations. Customer must first provide the information needed to begin. The four-week onboarding period starts when that information arrives, and the included hours must be used within that period. Work beyond the agreed scope, or delayed work, is paused and re-scoped in writing. Customer may receive a full refund until work starts; after work starts, the onboarding fee is non-refundable. No additional hourly rate is established by these Terms. Assisted onboarding grants no Module, seat, or extension of a Subscription Term. Other professional services are described in an Order Form or statement of work; these Terms control except as to fees and scope.

4. Accounts, access, and security

4.1 Account responsibility. Customer is responsible for all activity under its account, for assigning roles correctly, for the API keys its administrators create, and for promptly removing access when a User leaves or changes roles.

4.2 Credentials. Credentials are personal to each User and may not be shared. Customer will require Users to keep credentials confidential.

4.3 Eligibility. Users must be at least 18 years old and must provide accurate registration information.

4.4 Notification. Customer will notify Eave Desk at security@eavedesk.com without undue delay after becoming aware of any unauthorized access to or use of the Service, any credentials, or any API key.

4.5 Suspension. Eave Desk may suspend Customer's or a User's access immediately, with notice as soon as practicable, where: (a) there is a material security risk to the Service or its other customers; (b) suspension is required by law or by a government authority; (c) Customer's use violates section 8 in a way that creates legal exposure or degrades the Service for others; or (d) fees are past due as described in section 5.5. Eave Desk will limit the scope and duration of suspension to what the cause requires, and will restore access promptly once the cause is resolved. During suspension, Customer's Buyer-facing links may be unavailable.

5. Fees, billing, and payment

5.1 Fees. Customer will pay the fees stated in the Order Form, or the published fees at https://eavedesk.com/pricing/ for self-serve plans. Fees are stated in U.S. dollars before applicable taxes. Designer is the required base plan; Takeoff and CRM are optional add-ons, and Platinum includes all three. Seat and storage allowances apply once per plan, not separately per Module.

5.2 Billing terms. New subscriptions are billed in advance monthly or annually, as the Order Form states. Annual discounts are stated in the price list. All Modules on one account share one billing term. Existing accepted Order Forms retain their recorded terms.

5.3 Renewal and cancellation. Each Subscription Term renews automatically for a successive term of equal length at the then-current fees unless Customer cancels from the account, or either party gives written notice of non-renewal, before the end of the then-current term. Cancellation takes effect at the end of the paid term; the account then enters the read-only state described in section 15.4.

5.4 Payment. Payments are processed by Stripe under Stripe's own terms. Eave Desk encourages bank debit (ACH) where available and accepts card payments; it adds no card surcharge and offers no bank-debit discount. Customer authorizes Eave Desk and its payment processor to charge the payment method on file for fees when due, including renewals. Card and bank details are entered only on the payment processor's forms and are never received or stored by Eave Desk. Invoiced enterprise accounts are due within 30 days of the invoice date.

5.5 Failed and late payment. If a renewal charge fails, the Service keeps full access for a grace period of 7 days from the failed charge and retries the payment method. If payment has not succeeded when the grace period ends, the account becomes read-only: Users can sign in, read, and export, and existing Buyer links keep working, but new saves, new designs, new quotes, new packages, and other paid actions are blocked until payment succeeds. Modules are not revoked and no data is deleted by a failed payment. For invoiced accounts, undisputed amounts not paid when due accrue interest at 1.5% per month or the maximum rate permitted by law, whichever is less; if an undisputed amount is more than 15 days past due, Eave Desk may place the account in the read-only state after 10 days' written notice, and may recover reasonable costs of collection.

5.6 Seats and storage. Every plan includes two staff seats and 30 GB of storage in total, regardless of the Modules selected. A seat is one User sign-in under Customer's account, whatever the role; Buyers are not seats. An extra seat, or an extra 10 GB storage block, costs $25 per month, or $270 per year on Designer-based plans and $264 per year on Platinum. Additions are prorated for the remainder of the current term; removals take effect at its end. Existing accepted Order Forms retain their recorded prices and allowances.

5.7 Adding and removing Modules. Adding a Module, seats, or storage takes effect immediately and is billed prorated for the remainder of the then-current term. Removing a Module takes effect at the end of the then-current term. After removal, Customer Data created with that Module stays stored and readable, and existing Buyer links, shares, and released packages keep working, but actions the removed Module provides are blocked.

5.8 Price changes. Eave Desk may change fees effective at the start of a renewal term by giving Customer at least 60 days' written notice before the renewal date. If Customer does not accept the change, Customer may cancel under section 5.3.

5.9 Refunds. Except as stated in sections 3.10, 15.3, and 16.2, fees are non-refundable and payments are non-cancellable.

5.10 Taxes. Fees exclude sales, use, VAT, GST, and similar taxes. Customer is responsible for those taxes other than taxes on Eave Desk's net income. If Eave Desk is required to collect a tax, it will be added to the invoice unless Customer supplies a valid exemption certificate.

5.11 Disputed amounts. Customer will notify Eave Desk in writing of any disputed invoice amount within 30 days of the invoice date, and the parties will work in good faith to resolve it. Undisputed amounts remain payable when due.

6. Trials, pilots, demonstrations, and beta features

6.1 Trials and pilots. Trial, pilot, and demonstration accounts are provided for evaluation only, without warranty and without any service commitment. The evaluation period is stated in the Order Form or at signup. A pilot account may be hosted on infrastructure that is restarted on every software release.

6.2 Trial data. Data entered into a trial, pilot, or demonstration account may be deleted 30 days after the evaluation ends unless the account converts to a paid subscription. Do not publish a trial designer link to real Buyers unless the Order Form says the pilot is production.

6.3 Beta features. Features identified as beta, preview, early access, proposed, or similar are optional, may be changed or withdrawn at any time, and are provided "as is" without the warranties in section 13 or the commitments in section 12. Non-public information about beta features is Eave Desk's Confidential Information.

6.4 Liability for trials and betas. Eave Desk's total liability arising out of a free trial, pilot, demonstration account, or beta feature will not exceed $100.

7. Customer Data

7.1 Ownership. As between the parties, Customer owns all right, title, and interest in Customer Data. Eave Desk claims no ownership in it.

7.2 License to Eave Desk. Customer grants Eave Desk a non-exclusive, worldwide license to host, store, process, transmit, display, and create technical copies of Customer Data solely as necessary to provide, secure, and support the Service, including to display Buyer-facing surfaces under Customer's branding, and as otherwise instructed by Customer.

7.3 Customer responsibility. Customer is responsible for the accuracy, quality, and legality of Customer Data, for the means by which it was acquired, and for having all rights, consents, and notices required to submit it to the Service and to have Eave Desk process it. This includes Buyer contact details captured at Customer's lead gates, files Customer uploads, and any engineer's returned drawings.

7.4 What not to submit. Customer will not submit to the Service: (a) payment card numbers or bank account numbers into any field; the only place card or bank data is entered is Stripe's payment form, which Eave Desk never receives; (b) government identification numbers, health information, or other data of a kind the Service was not designed to hold, into notes or other free-text fields; or (c) any data whose processing would require Eave Desk to comply with a regulatory regime not addressed in these Terms or the Data Processing Addendum. The obligations of such regimes remain with Customer.

7.5 Aggregated data. Eave Desk may generate and use aggregated and de-identified data derived from the operation of the Service to operate, secure, analyze, and improve it. Such data will not identify Customer, any User, any Buyer, or Customer's prices, will not be attributable to Customer, and will not be sold or licensed as customer-attributable information. Eave Desk will not use Customer Data to train models made available to other customers.

7.6 Export. Customer may export Customer Data at any time during the Subscription Term through the Service's export features, including the company export in the Retention settings, CSV exports, generated packages, and the integration API. Post-termination export is governed by section 15.4.

7.7 No sale. Eave Desk does not sell Customer Data, does not share it for cross-context behavioral advertising, and does not use it for its own marketing.

7.8 Customer pricing and the operator's construction business. Eave Desk's operator is affiliated with a post-frame construction business. Customer's price books, supplier prices, markups and margins, leads, Buyer contact details, and pipeline are Customer's Confidential Information. Eave Desk will not use them for, or disclose them to, any construction, supply, or dealer business of its own or of an Affiliate; will not use them to compete with Customer for a Buyer; will not build cross-customer pricing comparisons or competitor intelligence from them; and will bind every person with access to production data to this section in writing. Eave Desk's affiliated construction business, where it uses the Service, does so as a Customer under its own account with no access to any other Customer's account.

8. Acceptable use

Customer will not, and will not permit any User or Buyer to, use the Service to:

(a) violate any applicable law or regulation, including consumer-protection, advertising, anti-spam, contractor-licensing, building-code, and privacy law;

(b) infringe or misappropriate any third party's intellectual property, privacy, or publicity rights, including by uploading a logo, drawing, or file Customer has no right to use;

(c) harass, defame, discriminate against, or threaten any person;

(d) transmit malware, or attempt to gain unauthorized access to the Service, other customers' accounts, or any related system or network;

(e) probe, scan, or test the vulnerability of the Service, guess or enumerate secret links, or breach or circumvent authentication or security measures, except under a written penetration-testing authorization from Eave Desk;

(f) send unsolicited bulk email through the Service, or send email through it without the consent the law requires from the recipient;

(g) interfere with or disrupt the integrity or performance of the Service, including by imposing an unreasonable load through the designer or the API;

(h) misrepresent a User's identity or affiliation, or share an account among multiple individuals;

(i) harvest, scrape, or collect Buyer or User personal data from the Service for use outside it, other than Customer's own Buyers' details for Customer's own sales;

(j) present an Output as engineered, sealed, permitted, or code-compliant when it is not, or remove a marking described in section 3.7.

Eave Desk may investigate suspected violations and may act under section 4.5 or section 15.2.

9. Privacy and data protection

9.1 Privacy Policy. Eave Desk's handling of personal information is described in the Privacy Policy, which is incorporated into these Terms.

9.2 Roles. With respect to Customer Data, including Buyer personal data, Customer is the controller (or business) and Eave Desk is the processor (or service provider). Eave Desk will process Customer Data only on Customer's documented instructions, which these Terms, the Order Form, and Customer's configuration of the Service constitute, and as required by law.

9.3 Data Processing Addendum. The Eave Desk Data Processing Addendum forms part of these Terms and controls over them for the personal data it covers. A Customer whose own obligations require a signed copy may request one.

9.4 No regulated health or financial data. The Service is not designed to hold protected health information or non-public financial information, and Eave Desk does not offer a business associate agreement or equivalent.

9.5 Subprocessors. Eave Desk uses the subprocessors listed in the Privacy Policy and the Data Processing Addendum. Eave Desk remains responsible for their performance of the obligations in these Terms.

9.6 Security measures. Eave Desk maintains administrative, technical, and physical safeguards designed to protect Customer Data, including role-based access control, account isolation enforced in the database, encryption of data in transit, an audit trail recording actor and timestamp for significant actions, session management with revocation, storage of passwords and API secrets only as salted hashes, and immutable design revisions. The Data Processing Addendum describes the measures in detail.

9.7 Security incidents. Eave Desk will notify Customer without undue delay after becoming aware of a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to Customer Data, and will provide information reasonably available to it to assist Customer in meeting Customer's own notification obligations.

9.8 Government and legal requests. If Eave Desk receives a subpoena, warrant, court order, or other legally binding demand from a government authority or a private litigant for Customer Data, Eave Desk will: notify Customer promptly unless legally prohibited from doing so; direct the requester to Customer where possible; challenge a demand it considers overbroad or unlawful; and disclose only the minimum required. Eave Desk keeps a record of such demands and will describe them to Customer on request to the extent the law allows.

10. Confidentiality

10.1 Obligations. Each party will protect the other's Confidential Information using at least reasonable care, will use it only to perform under these Terms, and will disclose it only to employees, contractors, and advisors who need it and who are bound by confidentiality obligations at least as protective.

10.2 Exclusions. Confidential Information does not include information that is or becomes public through no fault of the receiving party, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the disclosing party's Confidential Information. A price Customer chooses to show a Buyer is not confidential as against that Buyer.

10.3 Compelled disclosure. A party may disclose Confidential Information where legally compelled, provided it gives prompt notice where lawful so the other party can seek protection, and discloses only what is required.

10.4 Survival. These obligations continue for three years after termination, and indefinitely for Customer Data, for Customer's pricing under section 7.8, and for trade secrets.

11. Intellectual property

11.1 Eave Desk property. The Service, its software, interfaces, design, three-dimensional models and scenes, owned catalog, component quantity rules, framing and takeoff rules, export formats, Documentation, and the Eave Desk name, logo, and brand are the exclusive property of Eave Desk and its licensors, protected by copyright, trademark, trade secret, and other laws.

11.2 Feedback. If Customer, a User, or a Buyer provides suggestions, enhancement requests, or other feedback, Eave Desk may use and incorporate it without restriction, obligation, or compensation. Eave Desk will not publicly identify the source of feedback without permission.

11.3 Third-party components. The Service includes open-source components, including the three.js rendering library, the pdf-lib document library, and the Next.js framework, governed by their own licenses, which are available on request and which control over these Terms for those components.

11.4 Outputs. As between the parties, Outputs generated for Customer's designs are Customer Data and Customer may use them for its own business, including giving them to Buyers, suppliers, engineers, and authorities, subject to section 3.7. Ownership of an Output does not transfer any right in the catalog, rules, templates, or software that produced it, and Customer will not use Outputs to reconstruct them.

12. Support and availability

12.1 Support. Eave Desk provides email support at support@eavedesk.com, Monday through Friday, 8:00am to 5:00pm Pacific time, excluding United States federal holidays. Support covers the Service; it does not cover Customer's building designs, engineering, pricing decisions, or Buyer relationships.

12.2 Response targets. Eave Desk targets an initial response within 4 business hours for issues that make the Service unusable, 1 business day for issues that materially impair a core workflow, and 2 business days for all other requests. These are targets, not guarantees, and no service credits attach to them.

12.3 Availability. Eave Desk targets 99.5% monthly availability, excluding planned maintenance, emergency maintenance, and events outside its reasonable control. This is a target. A binding uptime commitment with service credits applies only where an Order Form or a separate Service Level Exhibit expressly grants one.

12.4 Maintenance and releases. The Service is updated frequently. A release may restart the Service for a short period, ordinarily under five minutes; such restarts are planned maintenance. Eave Desk will use reasonable efforts to schedule maintenance expected to cause longer downtime outside Pacific-time business hours and to give advance notice of it.

12.5 Changes to the Service. Eave Desk may add, modify, or remove features. Eave Desk will not materially reduce the core functionality of a paid Module during a paid Subscription Term. If Eave Desk does materially reduce core functionality, Customer may terminate the affected subscription under section 15.3.

12.6 Support exclusions and Customer responsibilities. Support does not include: issues caused by third-party services, or by Customer's or a Buyer's network, devices, or browsers outside the supported versions in the Documentation; custom development; training beyond what an Order Form includes; or issues arising from Customer's breach of these Terms. Customer is responsible for the internet connectivity, devices, and browsers its Users need, and for telling its Buyers what the designer needs to run.

12.7 Not a system of record for construction. The Service is a design, sales, and estimating tool. Customer will keep its own records of contracts, sealed plans, permits, and orders outside the Service, and will keep a copy of any Output it relies on.

13. Warranties and disclaimers

13.1 Mutual. Each party represents that it has the authority to enter into these Terms and that doing so does not breach any other agreement.

13.2 By Eave Desk. Eave Desk warrants that (a) the Service will perform materially in accordance with the Documentation during the Subscription Term, and (b) it will provide the Service with reasonable skill and care in a professional manner. Customer's exclusive remedy for breach of this warranty is for Eave Desk to correct the non-conformity, or, if it cannot do so within a reasonable time, for Customer to terminate the affected subscription and receive a prorated refund of prepaid unused fees.

13.3 By Customer. Customer warrants that it has all rights and consents necessary for Customer Data, that it holds the licenses the law requires to sell or build the buildings it offers through the Service, and that its use of the Service complies with applicable law.

13.4 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND EVERY OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." EAVE DESK DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT AN OUTPUT IS ACCURATE, COMPLETE, BUILDABLE, OR COMPLIANT WITH ANY CODE. EAVE DESK DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT IT WILL MEET CUSTOMER'S REQUIREMENTS.

13.5 No engineering, construction, or professional advice. The Service is a design, sales, and estimating tool. It does not provide engineering, architectural, construction, code, permitting, legal, tax, or financial advice, and no Output is a substitute for the judgment of a licensed engineer, architect, or contractor. Quantities, prices, and drawings reflect the rules the Service applies and the data Customer entered; they do not account for the site, the soil, local loads, local code, supplier substitutions, or field conditions. Customer is solely responsible for determining that a building is safe, permitted, and buildable, and for what it charges. Where the Service flags a line as unreconciled, unapproved, sample, priced as a substitute, or NOT ENGINEERED, Customer will treat that flag as a required review, not as a formality.

14. Limitation of liability

14.1 Exclusion of indirect damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST GOODWILL, LOST SALES TO BUYERS, OR LOSS OR CORRUPTION OF DATA, WHETHER IN CONTRACT, TORT, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY. EAVE DESK WILL NOT BE LIABLE FOR THE COST OF MATERIALS ORDERED, BUILDINGS SOLD, OR WORK PERFORMED IN RELIANCE ON AN OUTPUT.

14.2 Cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE TOTAL FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE TWELVE MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 Exceptions. Sections 14.1 and 14.2 do not apply to: (a) Customer's payment obligations; (b) either party's indemnification obligations under section 19; (c) breach of section 10 (Confidentiality) or section 7.8; (d) Customer's breach of section 8 (Acceptable Use) or section 3.4 (Restrictions); or (e) liability that cannot be limited or excluded under applicable law.

14.4 Allocation of risk. The parties agree that the limitations in this section are an essential basis of the bargain and that the fees reflect this allocation of risk.

15. Term and termination

15.1 Term. These Terms begin on the earlier of the Effective Date of the first Order Form or Customer's first use of the Service, and continue until all Subscription Terms have expired or been terminated.

15.2 Termination for cause. Either party may terminate these Terms or an affected Order Form if the other party materially breaches and fails to cure within 30 days after written notice describing the breach. Eave Desk may terminate immediately, without a cure period, for a breach of section 8 that creates material legal exposure or a security risk to the Service or other customers. Either party may also terminate on written notice if the other becomes insolvent, makes a general assignment for the benefit of creditors, or becomes the subject of a bankruptcy or similar proceeding that is not dismissed within 60 days. A material breach under one Order Form is a material breach under all Order Forms between the parties.

15.3 Termination for convenience by Customer in limited cases. Customer may terminate the affected subscription and receive a prorated refund of prepaid unused fees where section 12.5 (material reduction of core functionality), section 13.2 (uncorrected warranty breach), section 16.2 (rejected material change to these Terms), or section 19.1(c) (infringement remedy) applies.

15.4 Effect of termination. On expiration or termination:

(a) all rights granted to Customer end, and the account enters a read-only state for 30 days, during which Users can sign in, read, and export Customer Data, and existing Buyer links, shares, and released packages keep working;

(b) all outstanding fees for the remainder of the then-current Subscription Term become immediately due, except where Customer terminated under section 15.2 or 15.3;

(c) after the read-only period, Eave Desk will delete Customer Data within 60 days, except for copies in routine backups, which age out on their normal cycle, and except where retention is required by law. Because saved design geometry is stored immutably, deletion of a design severs its identity, ownership, recovery, and contact linkage and excludes the geometry from every list, link, and export; the anonymous geometry itself may persist. Buyer-facing links under the account stop resolving at deletion;

(d) on written request within the read-only period, Eave Desk will provide reasonable assistance with a bulk export; and

(e) on written request, Eave Desk will certify deletion in writing once it is complete.

15.5 Survival. Sections 1, 3.7, 5 (for amounts accrued), 7.1, 7.5, 7.8, 9.8, 10, 11, 13.4, 13.5, 14, 15.4, 15.5, 17, 18, and 19 survive termination.

16. Changes to these Terms

16.1 Right to modify. Eave Desk may modify these Terms from time to time to reflect changes in the Service, the law, or its business.

16.2 Notice. For modifications that materially and adversely affect Customer, Eave Desk will give at least 30 days' notice by email to the account's administrative contact or by notice in the Service. The modification takes effect on the stated date. If Customer objects in writing before that date, Customer may terminate the affected subscription as of the effective date of the change and receive a prorated refund of prepaid unused fees. Continued use after the effective date constitutes acceptance.

16.3 Order Form protection. Modifications do not change the fees, Modules, seats, or term of an Order Form or accepted addendum already in effect.

17. Governing law and disputes

17.1 Governing law. These Terms are governed by the laws of the State of Washington, without regard to its conflict of laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

17.2 Venue. The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Cowlitz County, Washington, and waive any objection to that venue.

17.3 Court proceedings. These Terms do not require arbitration and do not include a class-action waiver. Disputes are subject to the court venue in section 17.2 and the jury trial waiver in section 17.6.

17.4 Informal resolution. Before filing a claim, the parties will attempt in good faith to resolve the dispute for 30 days after written notice describing the dispute. This does not prevent either party from seeking injunctive relief for a breach of section 7.8, section 10, or section 11.

17.5 Time limit. Any claim arising out of these Terms must be brought within one year after the claim accrues, except for claims for non-payment.

17.6 Jury trial waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY PROCEEDING ARISING OUT OF OR RELATING TO THESE TERMS.

17.7 Attorney fees. In an action to enforce these Terms, the prevailing party may recover its reasonable attorney fees and costs from the other party, to the extent permitted by law. This right applies equally to both parties.

18. General

18.1 Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign to a successor in a merger, acquisition, or sale of substantially all assets, on written notice, provided the successor is not a direct competitor of the other party. Any other attempted assignment is void.

18.2 Force majeure. Neither party is liable for a delay or failure to perform, other than a payment obligation, caused by an event beyond its reasonable control, including natural disaster, war, terrorism, labor dispute, government action, internet or utility failure, or the failure of a third-party service provider.

18.3 Notices. Legal notices to Eave Desk must be sent to legal@eavedesk.com and to Columbia Groundwork Inc., P.O. Box 1855, Castle Rock, WA 98611. Notices to Customer are sent to the administrative contact email on the account. Notice is effective on receipt, or on the business day after email transmission if no bounce is received.

18.4 Publicity. Neither party will use the other's name, logo, or trademarks in any public statement, customer list, case study, or marketing material without the other's prior written consent. Consent may be given by email and may be withdrawn on 30 days' notice. Displaying Customer's branding to Customer's own Buyers under section 3.6 is not publicity.

18.5 No third-party beneficiaries. These Terms create no rights in any person other than the parties and their permitted assigns. In particular, a Buyer has no rights against Eave Desk under these Terms.

18.6 Independent contractors; Eave Desk is not the builder. The parties are independent contractors. These Terms create no partnership, joint venture, agency, franchise, or employment relationship. Eave Desk does not sell, build, supply, engineer, permit, inspect, warrant, or deliver any building, kit, or material, does not set Customer's prices, and makes no determination about Customer's licensing or qualifications. Customer is solely responsible for its relationships with its Buyers, suppliers, engineers, subcontractors, and authorities.

18.7 Export and sanctions. Customer will comply with United States export control and economic sanctions laws and will not permit access to the Service from an embargoed country or by a sanctioned party.

18.8 Government use. If Customer is a United States government entity, the Service is "commercial computer software" and use is subject to these Terms as permitted by FAR 12.212 and DFARS 227.7202.

18.9 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions stay in full force.

18.10 Waiver. A failure or delay in exercising a right is not a waiver of it. A waiver is effective only in writing.

18.11 Entire agreement. These Terms, together with the Order Forms, the Privacy Policy, the Data Processing Addendum, and any accepted addenda, are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous proposals, discussions, and agreements. Any preprinted or additional terms in a Customer purchase order or vendor portal are void and of no effect.

18.12 Counterparts and electronic acceptance. Where these Terms are executed as an agreement, they may be signed in counterparts and by electronic signature, each of which is an original. Acceptance at signup by typed name is an electronic signature, and the version accepted is recorded against the account.

18.13 Anti-corruption. Each party will comply with applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, and will not offer, give, or accept anything of value to improperly influence a decision relating to these Terms.

18.14 Affiliated construction business. Customer acknowledges that Eave Desk's operator is affiliated with a post-frame construction business that may sell buildings in the same markets as Customer. Section 7.8 governs the handling of Customer's pricing and Buyer data in light of that affiliation.

19. Indemnification

19.1 By Eave Desk. Eave Desk will defend Customer against any third-party claim alleging that Customer's authorized use of the Service infringes that third party's United States patent, copyright, trademark, or trade secret rights, and will pay damages and costs finally awarded or agreed in settlement. If the Service becomes, or Eave Desk believes it may become, the subject of such a claim, Eave Desk may at its option and expense: (a) procure the right for Customer to continue using the Service; (b) modify or replace the Service so it is non-infringing while materially preserving its functionality; or (c) terminate the affected subscription on notice and refund prepaid unused fees. This obligation does not apply to a claim arising from Customer Data, including Customer's branding and uploaded files, from use of the Service in combination with anything not supplied by Eave Desk where the claim would not have arisen but for the combination, from use in violation of these Terms, or from Customer's continued use after being notified of a modification that would have avoided the claim.

19.2 By Customer. Customer will defend Eave Desk against any third-party claim arising from: (a) Customer Data, including a claim that it infringes or misappropriates a third party's rights or was collected or used unlawfully; (b) Customer's or its Users' use of the Service in violation of these Terms or applicable law; (c) any building, kit, material, or service Customer sells, builds, supplies, or delivers, including claims of defect, injury, property damage, code violation, delay, misrepresentation, or breach of Customer's contract with a Buyer, whether or not an Output was used; (d) Customer's use of, or reliance on, any Output, including ordering materials from it or presenting it as engineered; or (e) Customer's relationships with its Buyers, suppliers, engineers, subcontractors, and authorities. Customer will pay damages and costs finally awarded or agreed in settlement.

19.3 Procedure. The indemnified party will give the indemnifying party prompt written notice of the claim, sole control of its defense and settlement, and reasonable cooperation at the indemnifying party's expense. Failure to give prompt notice relieves the indemnifying party only to the extent it is prejudiced. The indemnifying party will not enter a settlement that admits fault or imposes a non-monetary obligation on the indemnified party without that party's prior written consent, not to be unreasonably withheld. The indemnified party may participate with its own counsel at its own expense.

Contact

Signature block

Use this only when these Terms are executed as a signed agreement rather than accepted online.

Columbia Groundwork Inc., doing business as Columbia Data Group

Signature: ______________________________

Name: ______________________________

Title: ______________________________

Date: ______________________________

Customer: ______________________________

Signature: ______________________________

Name: ______________________________

Title: ______________________________

Date: ______________________________