Optracs Terms of Service

These terms are a contract between Optracs, LLC ("Optracs", "we"), of 5900 Balcones Dr, Ste 100, Austin, TX 78731-4298, and the business that subscribes ("Customer", "you"). By creating a workspace or using the platform, you agree to them. If you are agreeing for a company, you are confirming you have authority to bind it.

1. What the service is

Optracs is software for running a contracting business, in any trade: leads, estimates, jobs, scheduling, documents, and the money that moves through them. It is offered to businesses in the United States and in Canada outside Quebec, and not elsewhere. You may use it only for a business, not for personal, family or household purposes. We provide it as a hosted service. We do not perform construction or trade work, prepare estimates on your behalf, negotiate with insurers, or provide legal, tax, or insurance advice.

2. Your workspace

Your data lives in a workspace that is separated from every other customer's workspace at the database level. You control who is invited into it and what each person can do.

The person who creates the workspace is its Owner, and a workspace has one Owner. Only the Owner can close the workspace, cancel its subscription, or hand ownership to an Admin. When that Admin accepts, the roles swap: the Admin becomes the Owner and the former Owner becomes an Admin.

We act on the Owner's instructions and are not obliged to verify internal disputes about who should hold that role.

You are responsible for the security of your users' credentials and for the actions taken by anyone using them.

3. Your data

You own it. Every record you or your users put into Optracs, and everything your customers submit through your forms and portals, is yours. We claim no ownership.

You grant us a licence to host, copy, transmit, display, and process that data for the sole purpose of providing the service to you, and to comply with law. That licence ends when the data is deleted.

We do not sell customer data. We do not use your data to train AI models, and we do not use it to build features for other customers.

How we handle personal data inside your records is governed by the Data Processing Addendum, which forms part of these terms.

What is ours. The Optracs platform belongs to us: the software, its design and its documentation, and the content we write and supply with it. That content includes the trades we wrote, with their job steps, work types and checklists. The product shows which trades are ours and which are yours.

While your workspace is open, you may use the platform and that content inside Optracs to run your own business. That is the whole of the permission. It is not exclusive, it cannot be passed to anyone else, and it gives you no ownership of what is ours.

Trades you build or copy. A trade you build yourself is yours. If you copy one of our trades to make it your own, everything you add or change is yours. The parts we wrote stay ours, and you use them under the permission above.

Our content in your export. Your export includes the trades in your workspace, ours and yours. You may keep it for your own business records, including after your workspace closes. You may not put the parts we wrote into another software product or service, or give them to anyone else to do so. That limit does not apply to anything that is yours.

4. What you are responsible for

This section matters more in this product than in most software, because Optracs sends messages to the public on your behalf and produces documents people sign.

Messaging. When you send email or SMS campaigns through Optracs, you are the sender. You are responsible for having the consent that law requires before contacting someone, for honouring opt-outs, and for complying with the Telephone Consumer Protection Act, CAN-SPAM, and their state equivalents. If you send to people in Canada, you are also responsible for Canada's anti-spam law (CASL) and its consent rules. We provide the tool. We do not verify your consent records, and we are not your compliance department.

Your contracts. Optracs generates contracts, change orders, warranties and notices from templates. Templates are starting points, not legal documents fit for your jurisdiction. You are responsible for having your own counsel review any template you use, and for the accuracy of what you put in front of a homeowner. Statutory notice requirements differ by state and change.

Licensure and insurance claims. You are responsible for holding whatever licences your work requires. Where you use Optracs in connection with an insurance claim, you are responsible for staying within what your licences permit. Several states restrict who may negotiate or adjust a claim on a property owner's behalf.

Accuracy of estimates. Estimates, measurements and waste calculations are inputs to your judgement, not substitutes for it. Price the job.

Acceptable use. You agree to the Acceptable Use Policy, which forms part of these terms.

5. Documents and electronic signatures

Optracs can capture electronic signatures and records the signer's identity, the time, the IP address, and the device used. Those records are evidence that a signature was made. Whether a given signed document is enforceable depends on your compliance with the applicable electronic-records law, on the content of the document, and on facts we do not see. We do not warrant enforceability.

6. AI features

Optracs has no built-in AI features.

7. Fees

The plan and its price. Optracs is sold on one plan, Base, billed monthly or annually in advance. It includes every feature we sell and unlimited users; there is no charge per seat.

A subscription starts on the day its first payment goes through.

Prices are in US dollars. Payments are processed by Stripe, named in the subprocessor list; your card details are entered on Stripe's page and go to Stripe, not to us.

Taxes. For customers in the United States, prices include sales tax. Where we collect sales tax, it is part of the listed price, not added to it, and your invoice shows how much of the price is tax. For customers in Canada, the price is the US dollar price listed, and taxes that apply in your location are added at checkout where required. If a tax registration number you give us means we do not have to collect a tax, we will not. You are responsible for any tax you must account for yourself. If a government starts to tax your subscription, or raises the tax on it, after you subscribe, we may add the new tax to your price after 30 days' notice. That does not apply to a subscription that keeps a founding price.

Payment at signup. Starting a workspace requires a payment method, such as a card, and there is no free period. Your workspace opens once your first payment goes through. A workspace whose first payment is never made is deleted after 30 days, and we email the Owner before we delete it. We may limit how many unpaid workspaces one person can start.

The 30-day refund. If you ask within 30 days of your first payment, we will refund every payment you made in those 30 days in full, with no conditions: your first payment, and the payment for a switch to annual billing if you made one. This covers an annual payment too. It is available once per business. A refund ends your subscription, and the workspace then follows the non-payment terms below: it becomes read-only, the Owner can export its records for 30 days, and then it is deleted. To ask, email info@optracs.com from the Owner's address.

Founding price. If your subscription starts within twelve months of the day paid subscriptions open, you keep the price you started at for as long as that subscription continues, including if you switch between monthly and annual billing. A founding price is the whole amount you pay: we do not add a new or higher tax to it. If the subscription is cancelled or ends for non-payment, the founding price ends with it.

Monthly or annual. You may switch between monthly and annual billing from Billing in your workspace's settings. A move to annual billing takes effect when you switch: the difference is charged when you switch, which is the annual price less a credit for the unused part of your current month, and your billing date moves to that day. If that payment does not go through, your billing stays monthly. A move to monthly billing takes effect when your annual term ends: you keep annual billing until then, nothing is credited, and your first monthly payment is due that day. You can cancel a move to monthly billing before it takes effect.

More storage. Extra file storage is sold in blocks of 1 TiB, at $39 per block per month.

Non-payment. There is no grace period. If a payment is due and not made once your workspace has opened, your workspace becomes read-only straight away. Everyone in it can still see its records and the Owner can still export them, but nothing can be added or changed. For the next 30 days the Owner can reinstate the workspace at any time by paying what is owed, from Billing in the workspace's settings, and it returns to normal as soon as the payment goes through. We email the Owner when the workspace becomes read-only and again before the end of the 30 days. If nothing is paid by then, we delete the workspace and everything in it. Those 30 days are also your export window; there is no second one after them.

Other refunds. Apart from the 30-day refund above, fees are not refundable. That includes a partial month, the rest of a year on an annual plan, and a workspace that is closed or deleted part-way through a period it was paid for. We may choose to refund a payment, for example where we made a mistake, but we are not required to. The only other refunds these terms require are the ones in section 13 and in section 6 of the Data Processing Addendum.

Price changes. We will email the Owner at least 30 days before a new price applies to your subscription. It applies from the first billing period that starts after those 30 days. It does not apply to a subscription that keeps a founding price.

8. Term, termination, and getting your data out

Either party may terminate on notice. We may suspend a workspace immediately if it is being used in a way that violates the Acceptable Use Policy or creates legal risk for us or a third party; where practical we will tell you first.

Cancelling. The Owner can cancel at any time from Billing in the workspace's settings. Cancelling stops the next renewal; the workspace keeps working until the end of the period already paid for, and is not refunded for the rest of it unless you ask for the 30-day refund in section 7. After that, section 7's non-payment terms apply: the workspace is read-only for 30 days, during which it can be reinstated or exported, and is then deleted.

On termination for any other reason: you may export your data for 30 days after the workspace closes. After that window we delete it.

Two honest carve-outs on deletion:

• Backups roll off on their own schedule. Data survives in backups for no longer than approximately 7 days after it is deleted from the live system. We do not restore individual records from backups. That figure is the backup retention of our database provider's Pro plan, which we are on, and is the ceiling this clause is written to.
• Deleting a file frees your storage allowance immediately, and the bytes themselves are removed from our file storage on a daily sweep. That gap is deliberate: it is what lets you undo a deletion for a short window. Once the sweep has run, the file is gone.

We keep records we are required by law to keep, and we may keep aggregate, non-identifying usage statistics. We also keep our record of what our own staff did in your workspace for 36 months, and an email address that bounced or complained about our mail, so that it is not mailed again.

9. Confidentiality

Each party will protect the other's non-public information with at least reasonable care and will not disclose it except to people who need it and are bound to keep it confidential. This does not cover information that is public, independently developed, or lawfully received from someone else. Disclosure required by law is permitted with notice where notice is lawful. If a partner referred you, we may tell that partner what our Privacy Policy says we tell it.

10. Warranties and disclaimers

We warrant that we will provide the service with reasonable skill and care.

Otherwise the service is provided "as is". We do not warrant that it will be uninterrupted or error free, and we do not warrant any particular business outcome. We do not promise a particular level of availability, and these terms include no service credits.

11. Indemnity

You will defend and indemnify us against third-party claims arising from your use of the service in breach of these terms, and specifically from: messages you send through the platform, contracts and documents you issue, work you perform, and claims that your content infringes someone's rights.

12. Limitation of liability

Neither party is liable for indirect, incidental, special, or consequential damages, or for lost profits or lost data, even if warned they were possible.

Each party's total liability is capped at the greater of the fees you paid in the twelve months before the claim and $500.

These limits do not apply to your payment obligations, to your indemnity obligations in section 11, or to anything the law does not permit us to limit.

13. Changes

We may change these terms. For material changes we will give notice at least 30 days before they take effect. Continuing to use the service after that means you accept them. If you do not, terminate and get a pro-rata refund of prepaid fees.

14. General

Governing law is Texas, without regard to conflict of laws rules. Venue is the state and federal courts in Harris County, Texas.

Arbitration and class-action waiver. Any dispute arising out of these terms will be resolved by binding arbitration on an individual basis, administered by the American Arbitration Association under its Commercial Arbitration Rules, seated in Harris County, Texas. Each party waives any right to a jury trial and to participate in a class or representative action. Either party may still bring an individual claim in small claims court, and either may seek injunctive relief in court to protect intellectual property or confidential information.

Opting out of arbitration. You may opt out of arbitration by emailing info@optracs.com from the Owner's address within 30 days of first accepting these terms, saying that you opt out. If you do, disputes between us are decided in the courts named above, and the waiver of class and representative actions still applies as far as the law allows.

You may not assign this agreement without our consent, except to a successor of your business. We may assign it to a successor of ours.

Neither party is liable for delays caused by events outside its reasonable control.

If a provision is unenforceable, the rest survives. Our failure to enforce something is not a waiver of it. These terms, the Data Processing Addendum and the Acceptable Use Policy are the entire agreement. If you and we have signed a separate written agreement, it governs where it differs from these terms.

Notices to us: by email to info@optracs.com, or by post to Optracs, LLC, 5900 Balcones Dr, Ste 100, Austin, TX 78731-4298. Notices to you go to the Owner's email address on the workspace.