Lineo Terms of Service

1.1 The Services

Lineo provides a cloud-based software platform and related services designed to support estimating, bidding, budgeting, cost tracking, approvals, reporting, analytics, templates, and related production and project-based financial workflows (collectively, the "Services"). The Services may include websites, web and mobile applications, APIs, integrations, templates, and Documentation.

1.2 Changes; Availability

Lineo may modify the Services from time to time (including adding, changing, or removing features). Lineo does not guarantee that the Services will be available without interruption. Lineo may suspend access for maintenance, upgrades, or other operational reasons. When reasonably practicable, Lineo will provide notice of planned maintenance that is expected to materially impact availability.

1.3 Subcontractors

Lineo may use subcontractors and third-party service providers to provide parts of the Services (e.g., hosting, analytics, support systems). Lineo remains responsible for the performance of its obligations under these Terms.

1.4 No Financial Institution / No Money Movement

Lineo provides software only. Lineo is not a bank, money transmitter, payment processor, or financial institution, and the Services do not provide payment processing, card issuance, custody of funds, or money movement.

2.1 Eligibility

You must be at least 18 years old and able to form a binding contract to use the Services.

2.2 Account Registration

Customer must create an account. Customer agrees to provide accurate and complete information and to keep account information updated.

2.3 Administrators; User Management

Customer is responsible for designating one or more administrators who may: manage Users; configure permissions; connect integrations; set workflows; access reports; export data; and manage billing and account settings. Customer is responsible for all acts and omissions of Users and anyone accessing the Services using Customer's credentials or accounts, as if they were Customer's own acts and omissions.

2.4 Credentials & Security

Customer and Users must maintain the confidentiality of login credentials and are responsible for all activity occurring under their credentials. Customer will promptly notify Lineo of any suspected unauthorized access or security incident related to the Services. Lineo may require or support additional security controls (e.g., SSO, MFA) and may suspend access if it reasonably believes credentials have been compromised.

3.1 Customer Data

"Customer Data" means all data, content, files, documents, estimates, budgets, bids, templates, and other materials submitted to, stored in, or processed through the Services by or on behalf of Customer or Users. Customer is solely responsible for: (a) the accuracy, quality, and legality of Customer Data; (b) obtaining and maintaining all rights, permissions, and consents necessary for Customer Data to be used with the Services; and (c) ensuring Customer Data and Customer's use of the Services comply with Applicable Law.

3.2 Business Use; Not Advice

Customer acknowledges that the Services may generate outputs such as estimates, budgets, reports, analyses, forecasts, recommendations, classifications, or suggested entries. These outputs are provided for informational purposes only and do not constitute legal, tax, accounting, or financial advice. Customer is responsible for human review and for decisions made based on the Services.

3.3 Acceptable Use

Customer and Users will not, and will not permit any third party to:

• use the Services for unlawful, fraudulent, or deceptive activities;
• attempt to gain unauthorized access to the Services or related systems;
• interfere with or disrupt the Services, including via scraping, probing, or load testing without Lineo's written consent;
• reverse engineer, decompile, or disassemble any portion of the Services, except to the extent prohibited by Applicable Law;
• copy, modify, create derivative works of, distribute, sell, or lease the Services, except as expressly permitted by the Agreement;
• upload malware, harmful code, or content that infringes or misappropriates intellectual property or privacy rights;
• use the Services to build, benchmark, or support a competing product or service (except as permitted by Applicable Law); or
• remove proprietary notices from the Services or Documentation.

3.4 System Requirements

Customer is responsible for obtaining and maintaining internet access, devices, and software needed to use the Services, including applying reasonable security measures such as up-to-date browsers, patches, and anti-malware tools.

3.5 Backups

Customer is responsible for maintaining backups of Customer Data outside the Services consistent with Customer's own retention needs, except to the extent the Services include export or backup functionality.

4.1 Fees and Payment

Customer will pay all fees and charges described in the applicable Ordering Document or checkout flow (the "Fees"). Unless otherwise stated, Fees are billed in advance and are due and payable as specified.

4.2 No Refunds

Except as expressly stated in the Agreement or required by Applicable Law, Fees are non-cancelable and non-refundable, and unused portions of subscriptions are not refundable.

4.3 Late Payments; Suspension

Overdue undisputed amounts may accrue interest at the lesser of 1.5% per month or the maximum allowed by Applicable Law. Lineo may suspend access for nonpayment after providing notice and a reasonable opportunity to cure.

4.4 Taxes

Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, VAT, GST, or similar taxes, excluding taxes based on Lineo's net income.

4.5 Fee Changes

Lineo may change pricing for renewals or month-to-month plans upon prior notice, effective at the next renewal or billing cycle unless otherwise specified in an Ordering Document.

5.1 Term

The Agreement begins on the Effective Date and continues for the term specified in the Ordering Document or, if none, on a month-to-month basis (the "Term").

5.2 Renewal

Unless otherwise specified in an Ordering Document, subscriptions automatically renew for successive terms equal to the then-current term unless either Party provides notice of non-renewal at least 30 days before the end of the then-current term.

5.3 Termination for Cause

Either Party may terminate the Agreement for material breach if the breach is not cured within 30 days after written notice (or sooner if the breach is not curable).

5.4 Suspension or Termination for Misuse

Lineo may suspend or terminate access immediately if Customer or Users materially violate the Acceptable Use requirements, compromise security, or use the Services in a manner that could cause harm to Lineo, the Services, or third parties.

5.5 Effect of Termination

Upon termination: (a) Customer's and Users' rights to access and use the Services cease; (b) Customer remains responsible for Fees accrued through termination and any unpaid amounts; and (c) Customer may export Customer Data as permitted by the Services during any applicable post-termination access window (if any).

6.1 Privacy Policy

Lineo's handling of personal information is described in Lineo's Privacy Policy, which is incorporated by reference. If Customer requires a data processing addendum ("DPA"), Lineo may make one available upon request.

6.2 Security

Lineo will use commercially reasonable administrative, technical, and organizational measures designed to protect Customer Data from unauthorized access or disclosure. No security measures can guarantee absolute protection.

6.3 Aggregated / De-Identified Data

Lineo may generate and use aggregated and/or de-identified data derived from Customer Data for analytics, benchmarking, product improvement, and business purposes, provided such data does not reasonably identify Customer or any individual.

6.4 Data Retention; Deletion

Lineo may retain and delete Customer Data in accordance with its data retention practices and Applicable Law. Customer is encouraged to export Customer Data prior to termination.

7.1 Confidential Information

"Confidential Information" means non-public information disclosed by one Party to the other that is designated as confidential or that reasonably should be understood to be confidential, including: Customer Data; product roadmaps; security information; pricing; business and technical information; and the terms of any Ordering Document. Confidential Information does not include information that: (a) becomes public through no breach; (b) was already lawfully known by the Recipient without restriction; (c) is independently developed without use of the Discloser's Confidential Information; or (d) is rightfully received from a third party without confidentiality obligation.

7.2 Protection and Use

The Recipient will: (a) use Confidential Information only to perform or exercise rights under the Agreement; (b) protect it using at least reasonable care; and (c) disclose it only to employees, contractors, and service providers who need to know and are bound by confidentiality obligations at least as protective as these Terms.

7.3 Compelled Disclosure

The Recipient may disclose Confidential Information if required by law or court order, provided the Recipient (if legally permitted) gives prompt notice and reasonably cooperates with efforts to limit disclosure.

7.4 Injunctive Relief

Unauthorized use or disclosure may cause irreparable harm; the Discloser may seek injunctive relief in addition to other remedies.

8.1 Lineo Technology

The Services, Documentation, and all software, designs, templates (excluding Customer-specific templates), and related technology ("Lineo Technology") are owned by Lineo or its licensors. Except for the limited rights expressly granted, no rights are granted to Customer.

8.2 License to Customer

Subject to the Agreement, Lineo grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license during the Term to access and use the Services for Customer's internal business purposes.

8.3 Customer Data

Customer retains all rights in Customer Data. Customer grants Lineo a limited, non-exclusive license to host, process, transmit, and display Customer Data solely to provide, secure, maintain, and improve the Services and as otherwise permitted by the Agreement and Privacy Policy.

8.4 Feedback

Customer and Users may provide suggestions or feedback ("Feedback"). Customer grants Lineo a perpetual, irrevocable, royalty-free right to use and exploit Feedback without restriction or obligation.

9.1 Third-Party Services

The Services may interoperate with third-party services, platforms, or integrations. Lineo does not control and is not responsible for third-party services, and Customer's use of third-party services is governed by the third party's terms.

9.2 APIs

If Customer uses Lineo APIs, Customer must comply with applicable API documentation and any usage limits. Lineo may throttle, limit, or suspend API access to protect the Services.

11.1 Mutual Authority

Each Party represents it has the authority to enter into the Agreement.

11.2 Disclaimer

Except as expressly provided in the Agreement, the Services are provided "as is" and "as available." Lineo disclaims all warranties, whether express, implied, or statutory, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranties arising from course of dealing or usage of trade.

Lineo does not warrant that the Services will be uninterrupted, error-free, or that outputs or results (including estimates, budgets, reports, or recommendations) will be accurate or complete.

12.1 Customer Indemnification

Customer will indemnify, defend, and hold harmless Lineo and its affiliates, officers, directors, employees, and agents from and against any third-party claims and related damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of: (a) Customer Data; (b) Customer's or Users' misuse of the Services; or (c) Customer's or Users' violation of Applicable Law or the Agreement.

12.2 Indemnification Procedure

The indemnified party will promptly notify the indemnifying party of any claim. The indemnifying party will control the defense and settlement, provided it may not settle in a manner that admits liability or imposes obligations on the indemnified party without prior written consent (not unreasonably withheld).

13.1 Exclusion of Consequential Damages

In no event will either Party be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for lost profits, lost revenue, lost business, or loss of data, arising out of or related to the Agreement, even if advised of the possibility of such damages.

13.2 Liability Cap

Each Party's total liability arising out of or related to the Agreement will not exceed the Fees paid or payable by Customer to Lineo for the Services in the twelve (12) months immediately preceding the event giving rise to the claim.

13.3 Exceptions

The limitations in this Section 13 do not apply to: (a) Customer's payment obligations; or (b) a Party's willful misconduct.

14.1 Governing Law

The Agreement is governed by the laws of the State of Kansas, without regard to conflict-of-laws rules.

14.2 Mandatory Binding Arbitration

Any dispute, claim, or controversy arising out of or relating to the Agreement or the Services will be resolved by binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration will take place in Johnson County, Kansas, unless the Parties agree otherwise.

14.3 Injunctive Relief

Nothing in this Section 14 prevents either Party from seeking injunctive or equitable relief in a court of competent jurisdiction to prevent actual or threatened misuse of intellectual property, unauthorized access, or breach of confidentiality.

14.4 Class Action Waiver

To the maximum extent permitted by Applicable Law, disputes will be brought only on an individual basis and not as a plaintiff or class member in any purported class or representative proceeding.

15.1 Notices

Lineo may provide notices to Customer via email, in-product notice, or posting within the Services. Notices to Lineo must be sent to: legal@lineo.co.

15.2 Assignment

Customer may not assign the Agreement without Lineo's prior written consent, except to an affiliate or in connection with a merger or sale of substantially all assets, provided the assignee agrees in writing to be bound. Lineo may assign the Agreement in connection with a merger, acquisition, reorganization, or sale of assets.

15.3 Entire Agreement

The Agreement is the entire agreement between the Parties regarding its subject matter and supersedes all prior or contemporaneous agreements and understandings.

15.4 Severability; Waiver

If any provision is held unenforceable, it will be limited to the minimum extent necessary and the remainder will remain in effect. Waiver must be in writing.

15.5 Force Majeure

Neither Party is liable for delays or failures due to causes beyond its reasonable control, including natural disasters, acts of government, labor disputes, internet or cloud provider failures, and cybersecurity events not caused by the Party's failure to use reasonable security measures.

15.6 Relationship of the Parties

The Parties are independent contractors. Nothing creates a partnership, joint venture, or agency relationship.

15.7 No Third-Party Beneficiaries

There are no third-party beneficiaries to the Agreement.

15.8 Export Compliance

Customer will comply with applicable export control and sanctions laws and will not use the Services in violation of such laws.