Terms of Service

1. The agreement

This Terms of Service Agreement (the “Agreement”) is a binding contract between SmartTech ProServe LLC, a Pennsylvania limited liability company (“Chantro,” “we,” “us,” or “our”), and the individual or entity (“Customer,” “you,” or “your”) that creates an account or otherwise accesses the Chantro platform. By accessing or using the Service, you confirm you have read, understood, and agree to be bound by this Agreement, our Privacy Policy, our Acceptable Use Policy, and any order form, statement of work, or written amendment that references this Agreement (collectively, the “Agreement”).

If you accept this Agreement on behalf of a company, organization, or other legal entity, you represent that you have authority to bind that entity, and references to “you” mean that entity. If you do not have such authority, or you do not agree with this Agreement, you must not access or use the Service.

2. Definitions

• “Service” means the Chantro platform, including our web application, APIs, mobile applications, integrations, marketing website, and all associated documentation, features, and updates.
• “Workspace” means a tenant instance within the Service that is provisioned to, and administered by, a Customer. Each Workspace is logically isolated from every other Workspace.
• “User” means an individual authorized by Customer to access the Service within a Workspace, including owners, administrators, estimators, project managers, field managers, workers, and any other roles Chantro makes available.
• “Customer Data” means all data, files, documents, images, project information, financial information, messages, and other content that Customer or Users upload to, or generate within, the Service.
• “AI Output” means text, summaries, scores, recommendations, estimates, schedules, risk flags, images, audio, or other content generated by artificial intelligence features in the Service in response to prompts, files, or other inputs.
• “Order” means an order form, online checkout flow, or other ordering document that references this Agreement and specifies the plan, fees, and subscription term for your Workspace.

3. Account & workspace

3.1 Eligibility

To use the Service you must (a) be at least 18 years old, (b) have legal capacity to enter into binding agreements, and (c) not be prohibited from receiving services under the laws of the United States or the jurisdiction where you access the Service. The Service is designed for business use by construction contractors, trade professionals, and related businesses; it is not intended for consumer or household use.

3.2 Registration & credentials

You will provide accurate, current, and complete information when creating your account and Workspace, and keep that information up to date. You are responsible for safeguarding your credentials, for all activity that occurs under your account, and for promptly notifying us of any unauthorized use at security@chantro.com.

3.3 Workspace administration

Each Workspace has at least one Owner. Owners and Administrators are responsible for: (a) provisioning and deprovisioning Users, (b) assigning roles and permissions, (c) managing data-retention settings, (d) authorizing integrations and API keys, and (e) communicating this Agreement and relevant policies to Users. Owners can transfer ownership or delete the Workspace from workspace settings subject to the controls described in this Agreement.

3.4 Users act on your behalf

Each User's action taken within your Workspace is deemed an action by you, and you are responsible for ensuring that Users comply with this Agreement, including the Acceptable Use Policy. We may refuse, suspend, or terminate any User's access if they violate this Agreement.

4. Access & license

4.1 License grant to Customer

Subject to this Agreement and payment of all fees, Chantro grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the subscription term to access and use the Service, solely for Customer's internal business operations and solely through authorized Users.

4.2 Restrictions

You and your Users will not, and will not authorize any third party to:

• copy, modify, translate, create derivative works of, or reverse-engineer the Service;
• rent, lease, sell, sublicense, or otherwise commercially exploit the Service or allow anyone other than authorized Users to access it;
• use the Service to build, train, or evaluate a competing product or service, or to benchmark its features without our prior written consent;
• scrape, crawl, or harvest data from the Service, or otherwise access the Service by any means other than the interfaces we provide;
• circumvent authentication, rate limits, tenant isolation, entitlements, or any other technical protection measures;
• introduce malware, worms, trojans, or other malicious code, or interfere with the integrity, security, availability, or performance of the Service;
• upload content or take any action that infringes the rights of a third party or violates applicable law.

4.3 Updates

We release updates, enhancements, and new features from time to time. We may also remove or change features, subject to our reasonable efforts to give material advance notice of changes that materially degrade your paid functionality during an active subscription term.

5. Customer data & ownership

5.1 You own your data

As between you and us, you retain all right, title, and interest in and to Customer Data, including any intellectual property rights therein. This Agreement does not transfer ownership of Customer Data to us.

5.2 Limited license to operate the Service

You grant Chantro a worldwide, non-exclusive, royalty-free license to host, store, transmit, display, cache, back up, modify (for formatting and rendering only), and process Customer Data solely as needed to (a) operate, maintain, secure, and improve the Service, (b) provide support, (c) generate aggregated and de-identified analytics in accordance with this Agreement, and (d) comply with law. This license ends when Customer Data is deleted in accordance with Section 15.

5.3 Customer responsibilities

You represent and warrant that (a) you have all rights, consents, and authorizations necessary to upload Customer Data to the Service and to grant the license in Section 5.2, (b) Customer Data, and Chantro's authorized use of it, does not violate applicable law or infringe a third party's rights, and (c) you will not upload the special categories of data prohibited in the Acceptable Use Policy (for example, payment card data outside approved processors, government-issued identifiers like full SSNs, or protected health information) unless we have agreed in writing to support that use case.

5.4 Aggregated & de-identified data

We may generate aggregated and de-identified data from Customer Data and other sources. Aggregated and de-identified data does not identify you or any individual and is owned by Chantro. We use it to operate and improve the Service, publish industry benchmarks, and report on platform usage and performance.

5.5 Feedback loop & model inputs

We do not contribute Customer Data to train foundation models we do not own, and we configure AI providers accordingly where their tier supports such controls. See the AI Transparency Statement for the model providers we use, how prompts and outputs are handled, and the controls available to Workspace Owners and Users.

6. AI features & output

6.1 Informational, not advice

AI features in the Service — including but not limited to automated takeoffs, proposal drafting, scope extraction, risk flags, pricing indicators, checklists, summaries, the conversational assistant, and the voice assistant — are tools. AI Output is provided for informational purposes only and is not legal, financial, tax, engineering, architectural, safety, or other professional advice.

6.2 User verification required

AI Output may be incomplete, inaccurate, outdated, biased, or otherwise misleading. Before relying on any AI Output for a bid, purchase order, contract, change order, safety procedure, or other material decision, you must independently verify it. Chantro is not liable for decisions you or your Users make based on AI Output.

6.3 Your inputs; your outputs

You retain ownership of the inputs you submit to AI features. As between you and us, you own the AI Output generated for your Workspace to the extent permitted by applicable law, subject to (a) the terms of the underlying model provider, and (b) the inherent limitations of AI-generated content under copyright law. You grant us the license described in Section 5.2 with respect to prompts and outputs to enable us to operate the Service, provide support, debug issues, and enforce this Agreement.

6.4 Responsible use

You and your Users will not use AI features to (a) generate content intended to deceive, defraud, or harass; (b) produce content that infringes intellectual property, violates privacy laws, or breaches confidentiality obligations owed to third parties; (c) generate unlawful, hateful, harmful, or sexually explicit material; or (d) evade safety filters or content policies of the Service or any underlying model provider.

6.5 AI credits

Plans may include a monthly allotment of AI credits. Unused credits expire at the end of the billing cycle unless your Order states otherwise. We may adjust credit definitions and conversion rates to reflect changes in model pricing; we will give reasonable advance notice of material decreases to your included credits during a paid term.

7. Subscriptions & billing

7.1 Plans, fees, and taxes

Fees, the subscription term, billing cycle, and any usage-based components are set forth in your Order or the in-app checkout you complete. All fees are stated exclusive of taxes; you are responsible for all applicable sales, use, VAT, GST, excise, withholding, or similar taxes, other than taxes on Chantro's net income.

7.2 Auto-renewal

Unless otherwise stated in your Order, subscriptions renew automatically for successive periods equal to the initial term at the then-current rates. You may cancel future renewals from workspace billing settings prior to the renewal date. Cancellation takes effect at the end of the current paid term.

7.3 Payment method & authorization

You authorize Chantro and our payment processors to charge your payment method on file for all fees when due, including taxes and any overage, add-on, or usage charges. You must keep valid payment information on file. If fees remain unpaid more than thirty (30) days after written notice, Chantro may suspend or terminate the affected Service as described in Sections 15 and 16.

7.4 Invoices & disputes

All invoices are due on the date stated on the invoice (net 30 unless otherwise stated). You must notify us in writing of any good-faith invoice dispute within thirty (30) days of the invoice date; amounts not disputed within that period are deemed accepted. Overdue amounts accrue interest at the lesser of 1.5% per month or the maximum permitted by law, and we may recover our reasonable costs of collection.

7.5 No refunds

Except as required by law, fees are non-refundable. Prepaid fees are not refundable if this Agreement is terminated for your breach or if you terminate without cause.

8. Trials & free plans

If we offer a free trial, free tier, or promotional plan, we may modify or discontinue it at any time without liability. Trials and free plans are provided “as is” without warranty of any kind, and our aggregate liability for free-tier claims is capped at one hundred U.S. dollars (US$100) or the fees you have paid us for the affected Workspace, whichever is greater.

9. Acceptable use

Your use of the Service is subject to our Acceptable Use Policy, which is incorporated into this Agreement. You and your Users must not violate that policy, and you are responsible for Users' compliance.

10. Third-party services

The Service integrates with third-party products and services — for example, Google Workspace, cloud storage providers, payment processors, e-signature tools, and AI model providers. Those third-party services are governed by their own terms and privacy policies. We are not responsible for third-party products, their availability, their content, or their security. If you authorize a third-party integration, you instruct us to exchange data with that third party on your behalf.

11. Confidentiality

Each party (the “Receiving Party”) will protect the other party's non-public information marked or reasonably understood to be confidential (the “Confidential Information”) with at least the same care it uses for its own confidential information (and no less than reasonable care), and will use it only to perform under this Agreement. Confidential Information does not include information that (a) is or becomes public through no breach of this Agreement, (b) was known to the Receiving Party before disclosure, (c) is rightfully received from a third party without restriction, or (d) is independently developed without use of Confidential Information. Either party may disclose Confidential Information as required by law, subject to providing reasonable prior notice where lawful.

12. Security & privacy

We implement and maintain administrative, technical, and physical safeguards designed to protect Customer Data against accidental or unlawful destruction, loss, alteration, or unauthorized disclosure or access, as described in our Security Overview. Our processing of personal information is described in our Privacy Policy. Customers who are subject to GDPR, UK GDPR, the California Consumer Privacy Act, or similar laws may enter into our Data Processing Addendum (incorporated by reference once executed).

13. Intellectual property

The Service, including all software, models, fine-tuned weights we own, designs, user interfaces, trademarks, documentation, and know-how, is owned by Chantro or our licensors and protected by U.S. and international intellectual-property laws. Except for the limited license granted in Section 4.1, no rights are transferred to you. You will not remove, alter, or obscure any proprietary notices in the Service.

14. Feedback

If you send us suggestions, ideas, or feedback about the Service, you grant Chantro a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use, modify, incorporate, and commercialize that feedback without restriction or obligation to you.

15. Term & termination

15.1 Term

This Agreement starts when you first accept it (for example, by creating an account) and continues until all subscriptions are terminated or expire.

15.2 Termination for convenience

Customer may terminate future renewals at any time from workspace settings; termination is effective at the end of the then-current paid term. Chantro may terminate a free or trial subscription at any time for any reason.

15.3 Termination for cause

Either party may terminate this Agreement if the other party materially breaches it and fails to cure the breach within thirty (30) days after receiving written notice. We may terminate immediately on notice if you violate Sections 4.2 (Restrictions), 6.4 (Responsible use), 9 (Acceptable use), 13 (IP), or 21 (Export), or if continued service would expose Chantro to legal liability.

15.4 Effect of termination; data export & deletion

Upon termination: (a) your access to the Service and Workspace will end, (b) fees accrued or committed prior to termination become immediately due, and (c) for thirty (30) days after termination, Workspace owners will retain the ability to export Customer Data via self-service export. After that window, Chantro will delete or render inaccessible Customer Data from active production systems and delete it from routine backups in the ordinary course of our backup-retention cycle. Sections intended to survive termination (including 5, 6, 11, 13, 14, 16–26) will survive.

16. Suspension

We may suspend your or a User's access to the Service, with reasonable effort to notify you in advance or contemporaneously, if we believe: (a) your account is compromised; (b) you are using the Service in violation of this Agreement, our Acceptable Use Policy, or law; (c) your use is causing harm or creating a risk of harm to the Service, to other customers, or to third parties; or (d) fees are overdue and have not been cured. We will restore access promptly once the underlying issue is resolved.

17. Warranties & disclaimers

Each party represents that it has authority to enter into this Agreement. Except for that limited representation and any warranties expressly stated in an Order:

THE SERVICE, INCLUDING ALL AI FEATURES AND AI OUTPUT, IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, THAT DEFECTS WILL BE CORRECTED, OR THAT AI OUTPUT WILL BE ACCURATE, RELIABLE, OR FIT FOR YOUR PURPOSE.

18. Indemnification

18.1 By Customer

You will defend, indemnify, and hold harmless Chantro, our affiliates, and our respective officers, directors, employees, and agents from any third-party claim, loss, damage, or expense (including reasonable attorneys' fees) arising out of (a) Customer Data, (b) your or your Users' breach of this Agreement, (c) your or your Users' violation of applicable law or third-party rights, or (d) your use of AI Output.

18.2 By Chantro

We will defend you from any third-party claim alleging that your authorized use of the Service, in accordance with this Agreement, directly infringes a valid United States patent, copyright, or trademark, and will pay the amount of any adverse final judgment (or settlement to which we consent). Our obligation does not apply to claims arising from (i) Customer Data, (ii) combinations of the Service with software, data, or hardware not provided by us, (iii) modifications made by anyone other than us, (iv) beta features, or (v) AI Output. If the Service becomes or, in our opinion, is likely to become the subject of an infringement claim, we may at our option (1) procure a license, (2) modify the Service, or (3) terminate the affected subscription and refund prepaid fees for the unused portion. This Section 18.2 states our entire liability for infringement.

18.3 Process

The indemnified party will (a) promptly notify the indemnifier of the claim, (b) give the indemnifier sole control over the defense and settlement (so long as no settlement imposes liability or admission on the indemnified party without consent), and (c) provide reasonable cooperation at the indemnifier's expense.

19. Limitation of liability

EXCLUSION OF CERTAIN DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES; LOST PROFITS OR REVENUE; LOSS OF BUSINESS OR GOODWILL; LOSS OR CORRUPTION OF DATA; OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

AGGREGATE CAP. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES YOU PAID OR OWE US FOR THE AFFECTED WORKSPACE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. IF NO FEES WERE PAID, EACH PARTY'S TOTAL AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS (US$100).

These limitations apply regardless of the theory of liability (contract, tort, statute, or otherwise). The limitations do not apply to (i) a party's indemnification obligations, (ii) breach of Sections 4.2 or 13, (iii) amounts owed under an Order, or (iv) liability that cannot be limited by law.

20. Beta features

We may make beta, preview, or early-access features available to you (“Beta Features”). Beta Features are provided “as is”, may be changed or discontinued at any time, and are excluded from any service-level commitments. You may opt out of Beta Features from workspace settings.

21. Export & sanctions

The Service is provided from the United States. You will comply with all applicable U.S. and international export-control, re-export, sanctions, and anti-boycott laws. You represent that you are not (a) located in, or a national or resident of, a country or region subject to comprehensive U.S. embargo — including, but not limited to, Cuba, Iran, North Korea, Syria, the Crimea region of Ukraine, and the so-called Donetsk, Luhansk, Zaporizhzhia, and Kherson People's Republics, or any other country or region subject to comprehensive U.S. embargo as it exists from time to time — or (b) listed on any U.S. government list of prohibited or restricted parties.

22. Governing law

This Agreement is governed by the laws of the Commonwealth of Pennsylvania, excluding its conflict-of-laws rules and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to Section 23, the state and federal courts located in Chester County, Pennsylvania have exclusive jurisdiction over any matter not subject to arbitration.

23. Arbitration & class waiver

23.1 Binding arbitration

Any dispute, claim, or controversy arising out of or relating to this Agreement or the Service (a “Dispute”) will be finally resolved by binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator, in English, seated in Chester County, Pennsylvania, or by videoconference at the arbitrator's discretion. Judgment on the award may be entered in any court of competent jurisdiction.

23.2 Class waiver

EACH PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR REPRESENTATIVE ACTION OR PROCEEDING.

23.3 Exceptions

Either party may bring claims to (a) enforce intellectual-property rights, (b) seek injunctive relief, or (c) collect unpaid fees in any court of competent jurisdiction. Small-claims court remains available for individual claims within that court's jurisdiction.

23.4 Filing period; opt-out

All claims must be filed within one (1) year after the claim arises, except where (a) a longer period is required by law or (b) the claim cannot be shortened by agreement under applicable law. You may opt out of this Section 23 by sending written notice to legal@chantro.com or to our address in Section 26 within thirty (30) days of your initial acceptance of this Agreement (i.e., the first time you or your entity accepted these Terms — subsequent updates do not restart this period unless a later revision says otherwise). The notice must state the name of the individual or entity opting out and identify the Workspace(s) covered.

23.5 Severability of this section

If the class waiver is held unenforceable, the balance of Section 23 will survive and the class-waiver provision will be severed.

24. Changes to these terms

We may update this Agreement from time to time. If we make material changes, we will give advance notice (for example, by email to the Workspace owner or by in-product banner) of at least thirty (30) days before the change takes effect, unless the change is required by law or is necessary to address an imminent security risk. Your continued use of the Service after the effective date constitutes acceptance of the updated terms. If you do not agree to the updated terms, your remedy is to stop using the Service and terminate your subscription.

25. General provisions

25.1 Entire agreement; order of precedence

This Agreement, together with any Order, DPA, or written amendment that references it, is the entire agreement between the parties regarding the Service and supersedes prior or contemporaneous agreements. In the event of conflict, the order of precedence is (1) the executed Order, (2) a signed DPA, (3) this Agreement, (4) other policies referenced here.

25.2 Assignment

You may not assign this Agreement without our prior written consent, except to a successor in a merger, acquisition, or sale of all or substantially all assets. Any other assignment is void. We may assign this Agreement without restriction. This Agreement binds and inures to the benefit of permitted successors and assigns.

25.3 Force majeure

Neither party is liable for failure to perform (other than payment obligations) caused by conditions beyond its reasonable control, including natural disasters, acts of war or terrorism, labor disputes, internet outages, cloud provider outages, governmental actions, or widespread disease.

25.4 Notices

Legal notices to Chantro must be sent to legal@chantro.com. Notices to you will be given by email to the address associated with your Workspace owner account or by in-product notice, and are deemed received when sent.

25.5 Independent contractors

The parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, franchise, or employment relationship.

25.6 Government use

The Service is “commercial computer software” and “commercial computer software documentation” under 48 C.F.R. §12.212 and 48 C.F.R. §227.7202. U.S. government entities acquire only the rights granted in this Agreement.

25.7 Severability; waiver

If any provision of this Agreement is held unenforceable, it will be modified to the minimum extent necessary to be enforceable, and the remainder will remain in full force. A party's failure to enforce a provision is not a waiver.

25.8 No third-party beneficiaries

This Agreement does not create third-party beneficiary rights, except as expressly stated (for example, in Section 18 for our affiliates and personnel).

26. Contact

SmartTech ProServe LLC
1405 Gallagherville Rd #1
Downingtown, PA 19335, United States
Legal: legal@chantro.com
Privacy: privacy@chantro.com
Security: security@chantro.com