Terms of Service

Effective date: July 17, 2026

These Terms of Service ("Terms") are a binding agreement between you and Brooklyn Rose Builders LLC, doing business as BidNexus ("BidNexus," "we," "us"), a California limited liability company, governing your use of the BidNexus construction estimating platform available at app.bidnexus.us and bidnexus.us (the "Service").

By creating an account, clicking "I agree," or using the Service, you accept these Terms. If you are using the Service on behalf of a company, you represent that you have authority to bind that company, and "you" refers to that company.

1. The Service

BidNexus is a software tool for preparing construction cost estimates, proposals, schedules of values, payment applications, change orders, and related documents. The Service stores your project data in the cloud, synchronizes it across your devices, and (on team plans) shares it with members of your organization.

BidNexus is a tool, not a professional service. We do not provide construction, engineering, architectural, legal, accounting, or financial advice. The Service performs calculations on numbers you enter; it does not verify prices, quantities, scopes, code compliance, or the commercial adequacy of any bid.

2. Your Professional Responsibility

You acknowledge and agree that:

• You are solely responsible for every estimate, proposal, invoice, payment application, and contract you produce with the Service, including all pricing, quantities, markups, scope descriptions, and terms you present to your own clients.
• You will independently review and verify all figures and documents before relying on them or delivering them to any third party.
• Contracts between you and your clients are solely between you and your clients. BidNexus is not a party to them, and no document template or default text in the Service constitutes legal advice or a representation that such text is suitable for your jurisdiction or trade.
• Construction contracting is a licensed, regulated activity. You are responsible for complying with all licensing, lien, notice, insurance, and other legal requirements applicable to your business.

ACKNOWLEDGMENT: YOU ACKNOWLEDGE THAT THE SERVICE IS A CALCULATION AND DOCUMENT-PREPARATION TOOL THAT OPERATES ENTIRELY ON INFORMATION YOU SUPPLY; THAT BIDNEXUS HAS NO KNOWLEDGE OF YOUR PROJECTS, COSTS, OR MARKETS; AND THAT ANY DECISION TO SUBMIT A BID, SIGN A CONTRACT, OR INVOICE A CLIENT IS YOURS ALONE. THIS ALLOCATION OF RESPONSIBILITY IS A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN YOU AND BIDNEXUS AND IS REFLECTED IN THE PRICE OF THE SERVICE.

3. Accounts

You must be at least 18 years old and provide accurate account information. You are responsible for safeguarding your login credentials and for all activity under your account. Notify us promptly at admin@bidnexus.us of any unauthorized use. We may suspend accounts that appear compromised.

4. Plans, Billing, and Cancellation

Free trial. New accounts start on a free tier with limited features. No payment method is required for the free tier.

Paid subscriptions. Paid plans (currently Starter and Professional) are billed monthly in advance through our payment processor, Stripe. By subscribing you authorize recurring monthly charges to your payment method until you cancel. Applicable taxes may be added where required.

Founders pricing. A limited "Founders" cohort receives a discounted monthly rate. For as long as you maintain — or later resume — a subscription, your Founders rate for the plan you subscribed to will be honored.

Price changes. We may change prices for non-Founders plans with at least 30 days' notice; changes take effect at your next billing cycle after the notice period.

Cancellation. You may cancel any time through the billing portal in Settings. Cancellation stops future charges; your plan remains active through the end of the current billing period, after which your account downgrades to the free tier. Your project data is retained (see Section 7).

Refunds. Except where required by law, payments are non-refundable; we may issue refunds or credits at our discretion.

Failed payments. If a charge fails, we may retry it and may downgrade or suspend paid features until payment succeeds.

5. Your Content and Data Ownership

"Customer Content" means everything you upload or enter into the Service: project data, estimates, client names and addresses, photos, logos, documents, and notes.

• You own your Customer Content. We claim no ownership of it.
• You grant us a limited, non-exclusive license to host, store, process, transmit, display, and back up Customer Content solely to provide and support the Service, including displaying it to members of your organization where you use team features.
• You represent that you have the necessary rights to the Customer Content you submit — including any personal information about your own clients and any photos — and that your use of it in the Service complies with applicable law.
• Data export. You may export your project data at any time using the Service's export features.

6. Teams and Organizations

If you create or join an organization, project data associated with that organization is visible to its members. The organization's owner is responsible for deciding who is a member and for their use of shared data. Removing a member does not automatically delete data they previously contributed.

7. Data Retention and Deletion

Deleted projects are soft-deleted and recoverable for a period of time before permanent removal. After account cancellation, we retain your data so you can reactivate; you may request permanent deletion of your account and data by emailing admin@bidnexus.us, which we will honor within a commercially reasonable period, subject to legal retention obligations and residual copies in backups that age out on a schedule.

8. Acceptable Use

You will not:

• use the Service for any unlawful purpose or in violation of any applicable regulation;
• upload malicious code, or probe, scan, or test the vulnerability of the Service without written authorization;
• access another user's data without authorization, or misrepresent your identity or affiliation;
• resell, sublicense, or provide the Service to third parties as a service bureau without our written agreement;
• reverse engineer, decompile, or copy the Service or its components except as permitted by law;
• use automated means to scrape or bulk-extract data from the Service other than your own exports;
• interfere with or disrupt the integrity or performance of the Service.

We may suspend or terminate accounts that violate this section.

9. Third-Party Services

The Service depends on third-party providers, including Stripe (payments), Supabase (database, authentication, and file storage), Netlify (hosting), and Zoho (email delivery). Their availability is outside our control, and their services are subject to their own terms.

10. Availability; Changes to the Service

We work to keep the Service available but do not guarantee uninterrupted or error-free operation, and we do not offer a service-level agreement. We may modify, add, or remove features, and may discontinue the Service entirely with at least 60 days' notice, during which you can export your data. Features labeled beta or preview are provided as-is and may change or be withdrawn without notice.

11. Intellectual Property

The Service — including its software, design, and branding — is owned by BidNexus and its licensors and is protected by intellectual-property laws. We grant you a limited, non-exclusive, non-transferable right to use the Service under these Terms. Feedback you send us may be used without obligation to you.

12. Disclaimer of Warranties

THE SERVICE AND ALL RELATED DOCUMENTATION, TEMPLATES, AND DEFAULT TEXT ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BIDNEXUS AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUIET ENJOYMENT, ACCURACY, AND SYSTEM INTEGRATION.

WITHOUT LIMITING THE FOREGOING, BIDNEXUS DOES NOT WARRANT THAT: (a) ANY CALCULATION, TOTAL, MARKUP, DOCUMENT, OR DATA SYNCHRONIZATION WILL BE ACCURATE, COMPLETE, TIMELY, OR ERROR-FREE; (b) ANY ESTIMATE, PROPOSAL, PAYMENT APPLICATION, OR OTHER DOCUMENT PRODUCED WITH THE SERVICE WILL BE ACCURATE, PROFITABLE, COMPLIANT, OR SUITABLE FOR ANY PROJECT, TRADE, OR JURISDICTION; (c) THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF HARMFUL COMPONENTS; OR (d) ANY DATA WILL NOT BE LOST OR CORRUPTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM BIDNEXUS OR THROUGH THE SERVICE, CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

YOU ASSUME SOLE RESPONSIBILITY FOR RESULTS OBTAINED FROM YOUR USE OF THE SERVICE AND FOR CONCLUSIONS DRAWN FROM SUCH USE.

13. Limitation of Liability

13.1 Exclusion of Certain Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL BIDNEXUS OR ITS MEMBERS, MANAGERS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, OR BUSINESS OPPORTUNITY, COST OF SUBSTITUTE SERVICES, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, BIDNEXUS WILL HAVE NO LIABILITY FOR ANY UNDERBID, MISPRICED, OMITTED, OR MISCALCULATED WORK; ANY BID, CONTRACT, OR PAYMENT DISPUTE BETWEEN YOU AND ANY THIRD PARTY; OR ANY LIQUIDATED OR DELAY DAMAGES YOU OWE ANY THIRD PARTY.

13.2 Aggregate Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BIDNEXUS'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (a) THE AMOUNTS YOU ACTUALLY PAID BIDNEXUS FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, OR (b) ONE HUNDRED DOLLARS (US $100).

13.3 Basis of the Bargain; Failure of Essential Purpose. THE EXCLUSIONS AND LIMITATIONS IN SECTIONS 12 AND 13 ARE FUNDAMENTAL ELEMENTS OF THE BARGAIN BETWEEN YOU AND BIDNEXUS; THE SERVICE WOULD NOT BE PROVIDED AT ITS PRICE WITHOUT THEM. THEY APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

13.4 Exceptions. Nothing in these Terms excludes or limits liability that cannot be excluded or limited under applicable law, including liability for fraud, willful misconduct, or gross negligence to the extent such limitation is prohibited. Some jurisdictions do not allow the exclusion of certain warranties or damages; in those jurisdictions, the above limitations apply to the fullest extent permitted.

13.5 Claims Period. To the extent permitted by law, any claim arising out of or relating to these Terms or the Service must be filed within one (1) year after the claim accrued, or it is permanently barred.

14. Indemnification

You will defend, indemnify, and hold harmless BidNexus and its members, managers, employees, and agents from and against any third-party claim, demand, suit, or proceeding — and all resulting damages, judgments, settlements, fines, and reasonable attorneys' fees — arising out of or relating to: (a) your Customer Content, including personal information about your clients that you enter into the Service; (b) any estimate, bid, proposal, invoice, payment application, or contract you prepared in whole or in part with the Service; (c) any dispute between you and your clients, subcontractors, suppliers, or other third parties; (d) your violation of these Terms; or (e) your violation of applicable law, including contractor licensing, lien, and notice requirements.

We will give you prompt notice of any such claim. You may control the defense with counsel reasonably acceptable to us, provided you may not settle any claim in a manner that imposes obligations or admissions on BidNexus without our prior written consent, and we may participate in the defense at our own expense.

15. Termination

You may stop using the Service and cancel at any time. We may suspend or terminate your access for material breach of these Terms (with notice and a reasonable opportunity to cure where practicable), for non-payment, or if required by law. Upon termination, your right to use the Service ceases; Sections 2, 5 (as to our limited license, which ends except for backups aging out), 7, and 11–19 survive.

16. Changes to These Terms

We may update these Terms. For material changes we will give at least 14 days' notice by email or in-app notice before the changes take effect; changes will not apply retroactively. If you do not agree to a change, your remedy is to cancel before it takes effect. The current version will always be posted at bidnexus.us.

17. Governing Law; Dispute Resolution; Arbitration

PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES ARBITRATION OF DISPUTES ON AN INDIVIDUAL BASIS AND WAIVES JURY TRIALS AND CLASS ACTIONS. YOU MAY OPT OUT AS DESCRIBED IN SECTION 17.7.

17.1 Governing Law. These Terms and any dispute arising out of them or the Service are governed by the Federal Arbitration Act, applicable federal law, and the laws of the State of California, without regard to conflict-of-laws rules.

17.2 Informal Resolution First. Before filing any claim, the party asserting the dispute must send the other a written notice describing the dispute and the relief sought (to us: admin@bidnexus.us; to you: your account email). The parties will attempt in good faith to resolve the dispute within sixty (60) days of the notice. This is a mandatory precondition to arbitration or litigation.

17.3 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by final and binding arbitration administered by JAMS under its Streamlined Arbitration Rules (or, for claims by individuals for personal or household purposes, its Consumer Arbitration Minimum Standards), before a single arbitrator, seated in Santa Clara County, California. The arbitrator may conduct proceedings by videoconference or on documents where the rules allow. Judgment on the award may be entered in any court of competent jurisdiction. Each party bears its own attorneys' fees except where the arbitrator awards them under applicable law, and arbitration fees will be allocated per JAMS rules (including any consumer minimums).

17.4 Exceptions. Either party may (a) bring an individual claim in small-claims court, and (b) seek temporary or preliminary injunctive relief in a court of competent jurisdiction for infringement or misuse of intellectual property or unauthorized access to the Service, pending arbitration on the merits.

17.5 Class Action and Jury Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, ALL DISPUTES WILL BE ARBITRATED OR LITIGATED ONLY ON AN INDIVIDUAL BASIS. NEITHER PARTY WILL PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION AGAINST THE OTHER, AND THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OR PRESIDE OVER ANY FORM OF REPRESENTATIVE PROCEEDING. EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL. If the class-action waiver in this Section 17.5 is held unenforceable as to a particular claim, that claim (and only that claim) will proceed in the state or federal courts of Santa Clara County, California, and the parties consent to that exclusive venue for it.

17.6 Coordinated Filings. If twenty-five (25) or more demands for arbitration raising similar claims are filed against BidNexus by or with the assistance of coordinated counsel, the parties agree the demands will be resolved in staged proceedings: ten (10) bellwether arbitrations selected half by each side, followed by mandatory mediation of the remainder informed by those results, before any further arbitrations may be filed. Statutes of limitation are tolled during this process.

17.7 Opt-Out Right. You may opt out of Sections 17.3–17.6 (arbitration, class waiver, and coordinated-filing provisions) — without affecting any other part of these Terms — by emailing admin@bidnexus.us with the subject "Arbitration Opt-Out" from your account email within thirty (30) days of first accepting these Terms. If you opt out, disputes will be resolved exclusively in the state or federal courts located in Santa Clara County, California, and both parties consent to that venue; the jury-trial waiver in 17.5 does not apply, but the individual-basis (non-class) requirement does to the extent permitted by law.

17.8 Survival; Severability of Arbitration Terms. This Section 17 survives termination. Except as stated in 17.5, if any part of this Section is held unenforceable, the remainder remains in effect.

18. General

18.1 Entire Agreement. These Terms, together with the plan-selection or checkout page for your subscription and our Privacy Policy, are the entire agreement regarding the Service and supersede all prior or contemporaneous understandings on that subject. No terms in any purchase order or similar document you send us have any effect.

18.2 Severability; No Waiver. If any provision is held unenforceable, it will be enforced to the maximum extent permissible and the remainder will remain in full effect. A failure to enforce a provision is not a waiver of the right to enforce it later; waivers must be in writing.

18.3 Assignment. You may not assign these Terms without our prior written consent; any attempted assignment in violation is void. We may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all assets, with notice to you.

18.4 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, labor disputes, internet or utility failures, or acts of government.

18.5 Notices. Notices to us must be sent to admin@bidnexus.us or the mailing address below. We may give notice via the email on your account or in-app; notice is effective when sent or posted.

18.6 Interpretation. "Including" means "including without limitation." Section headings are for convenience only. These Terms will not be construed against the drafting party.

18.7 No Third-Party Beneficiaries. These Terms create no rights in any person other than you and BidNexus.

18.8 Export and Sanctions. You represent that you are not located in, or a resident of, any country subject to comprehensive U.S. sanctions and are not on any U.S. government restricted-party list.

19. Notice to California Consumers

Under California Civil Code §1789.3, California users are entitled to the following notice: the Service is provided by Brooklyn Rose Builders LLC (DBA BidNexus), Mailing address available on request at admin@bidnexus.us, admin@bidnexus.us. Complaints may be directed to the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs, 1625 North Market Blvd., Suite N-112, Sacramento, CA 95834, or by telephone at (800) 952-5210.

Brooklyn Rose Builders LLC (DBA BidNexus)

admin@bidnexus.us

Mailing address available on request at admin@bidnexus.us