Legal Documents

For the purposes of these Terms, the following definitions apply throughout this Agreement.

"Account" means the unique account created for you to access and use the Service, including all associated credentials, settings, project data, and subscription information.

"Company," "we," "us," or "our" refers to DrawBridge, its owners, officers, directors, employees, agents, affiliates, successors, assigns, licensors, service providers, subcontractors, suppliers, interns, and any other party acting on its behalf.

"Content" means any data, text, files, documents, photographs, videos, audio, information, or other materials uploaded, submitted, stored, transmitted, or displayed through the Service.

"Project Data" means all construction project information, financial data, documents, photographs, inspection records, draw requests, lien waivers, schedules, budgets, and other materials you input into or generate through the Service.

"Service" means the DrawBridge web application, platform, APIs, features, tools, and all related services provided by the Company, including any updates, enhancements, or new features.

"User," "you," or "your" means any individual or entity that accesses or uses the Service, including but not limited to property owners, owner-builders, contractors, lenders, bank reviewers, and any other party granted access.

"Third-Party Services" means any external platforms, APIs, services, or tools integrated with or accessible through the Service that are not owned or controlled by the Company.

By creating an Account, clicking "I Agree," accessing the Service, or otherwise using the Service in any manner, you represent and warrant that: (a) you are at least 18 years of age; (b) you have the legal capacity and authority to enter into this Agreement; (c) if you are accepting these Terms on behalf of a legal entity, you have the authority to bind that entity; and (d) your use of the Service does not violate any applicable law or regulation.

The Company reserves the right to modify these Terms at any time. We will provide notice of material changes by updating the "Last Updated" date at the top of this page and, where practicable, by sending an email notification to the address associated with your Account. Your continued use of the Service after any modification constitutes your acceptance of the revised Terms.

DrawBridge is a construction project management platform designed to facilitate communication and documentation between property owners, contractors, and construction lenders. The Service provides tools for tracking construction phases, managing draw requests, uploading lien waivers, maintaining project documentation, and providing bank reviewers with read-only access to project information.

You must provide accurate, current, and complete information during the registration process and keep your Account information updated. You are solely responsible for maintaining the confidentiality of your Account credentials and for all activities that occur under your Account. You agree to notify the Company immediately of any unauthorized use of your Account or any other security breach.

The Company will not be liable for any loss or damage arising from your failure to comply with this security obligation. You may not share your Account credentials with any third party, use another person's Account without authorization, or create multiple Accounts for the purpose of circumventing these Terms or any usage limits.

You agree to use the Service only for lawful purposes and in accordance with these Terms. You expressly agree that you will not use the Service to: violate any applicable law or regulation; transmit harmful, abusive, or unlawful content; impersonate any person or entity; commit fraud including submitting false draw requests, fabricating inspection records, falsifying lien waivers, or misrepresenting construction status; gain unauthorized access to any portion of the Service; introduce malware or harmful code; scrape or extract data using automated means without prior written consent; reverse engineer or decompile the Service; or interfere with other users' access to the Service.

6.1 Ownership. You retain all ownership rights in the Content and Project Data you upload or create through the Service. By uploading Content, you grant the Company a non-exclusive, worldwide, royalty-free license to host, store, reproduce, and process your Content solely to the extent necessary to provide the Service.

6.2 Responsibility. You are solely responsible for all Content and Project Data you upload or submit. You represent and warrant that your Content does not infringe any third-party rights and complies with all applicable laws.

6.3 No Obligation to Review. The Company has no obligation to review, monitor, or verify the accuracy, completeness, or legality of any Content or Project Data, including draw requests, lien waivers, inspection records, or financial figures.

6.4 Removal. The Company reserves the right, but not the obligation, to remove or disable access to any Content that violates these Terms or is otherwise objectionable, in the Company's sole discretion.

You are solely responsible for managing and controlling access to your project data through bank portal links. The Company is not responsible for any unauthorized access resulting from your sharing of access links. Bank Reviewers who access the Service through a bank portal link are subject to these Terms to the extent applicable.

8.1 Company Property. The Service and all intellectual property embodied therein is and shall remain the exclusive property of the Company and its licensors. These Terms grant you only a limited, non-exclusive, non-transferable, revocable license to access and use the Service for your internal business purposes.

8.2 Feedback. Any feedback, suggestions, or ideas you provide to the Company are hereby assigned to the Company and may be used without restriction or compensation.

The Service may integrate with Third-Party Services. The Company does not control, endorse, or assume responsibility for any Third-Party Services. Your use of Third-Party Services is governed by those third parties' terms, and the Company shall have no liability for any Third-Party Services.

All fees are stated in U.S. dollars and are non-refundable except as required by applicable law. By providing payment information, you authorize recurring charges. The Company reserves the right to change pricing with at least 30 days' notice. You are responsible for all applicable taxes.

The Company may suspend or terminate your Account at any time, with or without cause, and with or without notice. Upon termination, your license to use the Service immediately ceases. The Company shall have no liability for any loss of data resulting from termination. Sections 6, 8, 12–21 survive termination.

Each party agrees to maintain the confidentiality of the other party's non-public information that is designated as confidential or that reasonably should be understood to be confidential. This obligation does not apply to information that is publicly available, already known to the receiving party, independently developed, or required to be disclosed by law.

Your use of the Service is subject to the Company's Privacy Policy, incorporated into these Terms by reference. By using the Service, you consent to the collection, use, and disclosure of your information as described in the Privacy Policy.

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS THE COMPANY AND ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS, LICENSORS, SERVICE PROVIDERS, SUBCONTRACTORS, AND SUPPLIERS FROM AND AGAINST ANY AND ALL CLAIMS, LIABILITIES, DAMAGES, JUDGMENTS, AWARDS, LOSSES, COSTS, EXPENSES, AND FEES (INCLUDING REASONABLE ATTORNEYS' FEES) ARISING OUT OF OR RELATING TO: (a) your violation of these Terms; (b) your use or misuse of the Service; (c) your Content or Project Data; (d) your violation of any applicable law; (e) any dispute between you and any third party including Bank Reviewers, contractors, or lenders; (f) any construction project or financial decisions made in reliance on information accessed through the Service; (g) any claim by a third party arising from your use of the bank portal sharing feature; (h) your fraud, willful misconduct, or negligence; or (i) any claim by a governmental authority arising from your use of the Service.

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT; WARRANTIES THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES; WARRANTIES REGARDING THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY CONTENT OR PROJECT DATA; WARRANTIES THAT THE SERVICE WILL MEET YOUR REQUIREMENTS OR THAT DEFECTS WILL BE CORRECTED; AND WARRANTIES REGARDING ANY CONSTRUCTION PROJECT OUTCOMES, LOAN APPROVALS, OR FINANCIAL RESULTS.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM THE COMPANY OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

16.1 EXCLUSION OF CONSEQUENTIAL DAMAGES. IN NO EVENT SHALL THE COMPANY OR ANY OF ITS OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AFFILIATES, SUCCESSORS, ASSIGNS, LICENSORS, SERVICE PROVIDERS, SUBCONTRACTORS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, CONSTRUCTION PROJECT DELAYS, LOAN DENIALS, DRAW DISBURSEMENT FAILURES, PROPERTY DAMAGE, OR PERSONAL INJURY, WHETHER BASED ON WARRANTY, CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY.

16.2 AGGREGATE LIABILITY CAP. THE COMPANY'S TOTAL CUMULATIVE LIABILITY FOR ALL CLAIMS SHALL NOT EXCEED THE GREATER OF: (a) THE TOTAL AMOUNT PAID BY YOU IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (b) ONE HUNDRED U.S. DOLLARS ($100.00).

16.3 PERSONAL LIABILITY EXCLUSION. NOTHING IN THESE TERMS SHALL IMPOSE PERSONAL LIABILITY ON ANY INDIVIDUAL OWNER, OFFICER, DIRECTOR, OR EMPLOYEE OF THE COMPANY BEYOND WHAT IS REQUIRED BY APPLICABLE LAW. THE COMPANY'S OWNERS AND OFFICERS SHALL NOT BE PERSONALLY LIABLE FOR ANY CLAIMS ARISING FROM THE USE OF THE SERVICE.

16.4 ESSENTIAL BASIS. THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS REFLECT A REASONABLE ALLOCATION OF RISK AND ARE AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN. THE COMPANY WOULD NOT PROVIDE THE SERVICE WITHOUT THESE LIMITATIONS.

17.1 Informal Resolution. Before initiating any formal dispute resolution, you agree to contact the Company and attempt to resolve the dispute informally within 30 days.

17.2 Mandatory Binding Arbitration. EXCEPT AS PROVIDED IN SECTION 17.5, ANY DISPUTE ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE SHALL BE RESOLVED EXCLUSIVELY BY BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (AAA) RATHER THAN IN COURT. THE ARBITRATOR'S DECISION SHALL BE FINAL AND BINDING.

17.3 Location. Arbitration shall be conducted in the state in which the Company is incorporated, or via video conference at the election of either party.

17.4 Exceptions. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to prevent infringement of intellectual property rights or confidentiality obligations.

YOU AND THE COMPANY EACH AGREE THAT ANY DISPUTE RESOLUTION PROCEEDING WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. YOU WAIVE ANY RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION. IF FOR ANY REASON A CLAIM PROCEEDS IN COURT, YOU AND THE COMPANY EACH WAIVE ANY RIGHT TO A JURY TRIAL.

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of law provisions. To the extent any dispute is not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts located in Delaware.

20.1 Entire Agreement. These Terms, together with the Privacy Policy, constitute the entire agreement between you and the Company with respect to the Service.

20.2 Severability. If any provision is found invalid or unenforceable, the remaining provisions shall continue in full force and effect.

20.3 Waiver. The Company's failure to enforce any right shall not constitute a waiver of that right.

20.4 Assignment. You may not assign these Terms without the Company's prior written consent. The Company may freely assign these Terms.

20.5 Force Majeure. The Company shall not be liable for failure or delay resulting from causes beyond its reasonable control, including acts of God, pandemic, war, government action, or failures of third-party service providers.

20.6 No Third-Party Beneficiaries. These Terms are for the sole benefit of the parties hereto and their permitted successors and assigns.

For questions about these Terms or to initiate the informal dispute resolution process, please contact us at:

DrawBridge
Email: [email protected]