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Terms & Conditions

Effective date: August 13, 2026

These Terms & Conditions ("Terms") govern access to and use of the PaiaRetain website, applications, software, calculation tools, artificial-intelligence-assisted features, reports, drawings, data, documentation, and related services (collectively, the "Service"). In these Terms, "PaiaRetain," "we," "us," and "our" refer to the operator of the Service, and "User," "you," and "your" refer to the individual or entity accessing or using the Service.

1. Acceptance of Terms

By creating an account, purchasing or activating a subscription, clicking an acceptance control, or accessing or using the Service, you agree to be bound by these Terms and any policies expressly incorporated into them. If you use the Service on behalf of a company, agency, partnership, or other organization, you represent that you have authority to bind that organization to these Terms. If you do not agree, do not use the Service.

2. Eligibility, Accounts, and Security

You must provide accurate account information and maintain the confidentiality of your credentials. You are responsible for activity occurring through your account to the extent permitted by applicable law. You must promptly notify us of suspected unauthorized access or compromise. We may suspend or restrict accounts when reasonably necessary to protect the Service, other users, data, or security.

3. Limited License and Permitted Use

Subject to these Terms and payment of applicable fees, PaiaRetain grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service for lawful professional, engineering, educational, evaluation, and project-development purposes.

You may not, except where applicable law expressly prohibits the restriction:

• gain or attempt to gain unauthorized access to the Service or another user's account or data;
• circumvent security, access, usage, licensing, or technical restrictions;
• interfere with, disrupt, damage, overload, or compromise the Service;
• introduce malicious code or use the Service for unlawful or fraudulent purposes;
• reverse engineer, decompile, disassemble, copy, or derive source code from the Service except to the limited extent such restriction is prohibited by law;
• resell, sublicense, rent, or commercially redistribute the Service without written authorization;
• use automated means to extract substantial portions of the Service or proprietary databases except as expressly authorized; or
• use PaiaRetain intellectual property or confidential functionality to create or train a substantially competing product except as permitted by applicable law or written agreement.

4. PaiaRetain Is a Software Tool — Not an Engineer

PaiaRetain provides computational, organizational, drafting, informational, and decision-support functionality. PaiaRetain does not establish an engineer-client relationship, does not undertake responsible charge of any project, does not provide a professional engineering seal, and does not assume duties belonging to an Engineer of Record, designer, architect, geotechnical engineer, contractor, owner, inspector, code official, or other project participant.

Nothing generated, displayed, recommended, calculated, summarized, drafted, or otherwise produced through the Service constitutes a certification that a design is safe, complete, constructible, economical, code compliant, or appropriate for a particular project.

5. Professional Responsibility and Independent Verification

All calculations, analyses, preliminary designs, dimensions, reinforcement recommendations, drawings, reports, code references, explanations, artificial-intelligence-generated or artificial-intelligence-assisted content, and other results produced by or through the Service (collectively, "Outputs") are tools intended to assist qualified users.

Before relying on any Output, the User and the professional responsible for the project must independently review and verify, as applicable:

• geometry, dimensions, units, loads, load combinations, and boundary conditions;
• material properties and design assumptions;
• soil, geotechnical, groundwater, seismic, environmental, and site information;
• analysis methods, equations, coefficients, factors, and calculation procedures;
• reinforcement, detailing, stability, strength, serviceability, and constructability;
• applicable building codes, design standards, owner criteria, agency requirements, local amendments, and current editions;
• software-generated reports, drawings, summaries, recommendations, and conclusions; and
• the suitability of all Outputs for the particular project and jurisdiction.

Use of the Service does not transfer professional responsibility, design responsibility, code compliance responsibility, or responsibility for public health, safety, and welfare from the User or responsible professional to PaiaRetain.

6. No Construction or Permitting Reliance Without Professional Review

Outputs should not be used as final permitting, bidding, procurement, fabrication, construction, repair, alteration, or demolition documents unless they have been independently reviewed, completed, approved, and, where required by applicable law, signed and sealed by a properly licensed professional having responsible charge of the work.

Contractors, owners, developers, fabricators, suppliers, and other third parties should not rely on unreviewed PaiaRetain Outputs as final professional engineering instructions or construction documents.

7. User Inputs, Project Data, and Assumptions

Outputs depend on information, selections, assumptions, files, and data provided or selected by users. You are responsible for the accuracy, completeness, suitability, legality, and authorization of your inputs. PaiaRetain has no obligation to independently investigate or verify project conditions or user inputs unless expressly stated in a separate written agreement.

Default values, suggested values, examples, templates, preliminary dimensions, historical values, or pre-populated assumptions are provided for convenience only and must not be interpreted as project-specific engineering recommendations.

8. Codes, Standards, and Jurisdictional Requirements

Engineering codes, standards, specifications, interpretations, amendments, and governmental requirements vary by jurisdiction and change over time. The Service may reference or implement particular editions, provisions, interpretations, or calculation methods, but PaiaRetain does not warrant that every applicable requirement has been identified, incorporated, interpreted correctly for a particular project, or updated immediately following a change.

The User is solely responsible for determining the governing jurisdiction and verifying the current requirements applicable to the project.

9. Artificial Intelligence and Automated Features

Certain features may use artificial intelligence, machine learning, language models, automated search, optimization, or other probabilistic systems. Such features may generate inaccurate, incomplete, inconsistent, outdated, or inappropriate information. AI-assisted content may appear plausible even when incorrect.

AI-generated or AI-assisted information is not a substitute for deterministic engineering calculations, applicable design standards, project-specific investigation, or professional judgment. Users must independently verify AI-assisted Outputs before relying on them. Where an AI-generated explanation conflicts with a verified calculation, governing code, project requirement, or professional judgment, the verified engineering basis must control.

10. Professional Licensing and Legal Compliance

You are responsible for ensuring that your use of the Service complies with professional licensing laws, engineering practice statutes, building laws, procurement requirements, contractual obligations, export restrictions, and other laws applicable to you and your projects. PaiaRetain does not authorize any person to perform services that the person is not legally qualified or licensed to perform.

11. Beta, Preview, Experimental, and Newly Released Features

Features identified as beta, preview, experimental, development, early access, or similar may be incomplete, may contain defects, and may be changed or discontinued without notice. Such features should receive additional independent verification and should not be relied upon for safety-critical decisions without appropriate review.

12. User Content and Project Information

As between you and PaiaRetain, you retain your rights in project information and other content you submit to the Service ("User Content"). You grant PaiaRetain the limited rights reasonably necessary to host, process, transmit, reproduce, and otherwise handle User Content to operate, secure, maintain, support, and provide the Service, subject to our applicable privacy and data-handling terms.

You represent that you have the rights and permissions necessary to submit User Content and that doing so does not violate law, confidentiality obligations, intellectual-property rights, or contractual restrictions.

13. Confidential and Sensitive Information

You are responsible for determining whether the Service is appropriate for particular confidential, proprietary, export-controlled, security-sensitive, or regulated information. Do not upload information that you are prohibited from transmitting or processing through the Service. Additional enterprise or written agreements may govern confidentiality or data-security obligations where applicable.

14. Intellectual Property

The Service, including its software, interfaces, workflows, documentation, branding, graphics, databases, original content, and underlying technology, is owned by PaiaRetain or its licensors and is protected by applicable intellectual-property laws. Except for the limited rights expressly granted in these Terms, no ownership rights are transferred to you.

15. Third-Party Services and Information

The Service may interact with or reference third-party products, cloud services, APIs, data sources, standards, websites, or software. PaiaRetain does not control third-party services and is not responsible for their availability, accuracy, security, terms, or performance. Your use of third-party services may be governed by separate terms.

16. Subscriptions, Fees, Renewal, and Cancellation

If you purchase a paid plan, applicable pricing, billing frequency, renewal terms, trial terms, taxes, cancellation method, and other material payment terms will be disclosed at or before purchase. Unless the applicable order or checkout terms state otherwise, recurring subscriptions continue for successive billing periods until canceled.

You authorize applicable recurring charges when you affirmatively enroll in a recurring subscription. Cancellation stops future renewal charges subject to the disclosed billing terms; amounts already paid are non-refundable except as required by applicable law or expressly stated in the applicable purchase terms. PaiaRetain will provide cancellation mechanisms and disclosures as required by applicable federal and state law.

17. Availability, Maintenance, and Changes

We may modify, update, maintain, suspend, restrict, or discontinue all or part of the Service. We do not guarantee uninterrupted or error-free availability. Scheduled or emergency maintenance, third-party outages, network failures, security events, governmental actions, force majeure events, or other circumstances may affect access.

18. Backups and Record Retention

Unless a separate written agreement expressly provides otherwise, the Service is not your exclusive project record or archival system. You are responsible for maintaining appropriate independent copies of project files, calculations, reports, drawings, approvals, and other records required for your professional or legal obligations.

19. Disclaimer of Warranties

PaiaRetain does not warrant that calculations, algorithms, software, databases, AI features, Outputs, or documentation will be free from errors or omissions or that all errors will be detected or corrected. Some jurisdictions do not allow certain warranty exclusions, so some exclusions may not apply to you.

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PAIARETAIN'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE GREATER OF (A) THE AMOUNT ACTUALLY PAID BY YOU TO PAIARETAIN FOR THE SERVICE DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM OR (B) ONE HUNDRED U.S. DOLLARS (US $100).

These limitations are intended to allocate risk between the parties and apply to the fullest extent permitted by law, including where a limited remedy fails of its essential purpose. They do not exclude or limit liability that applicable law does not permit to be excluded or limited.

21. Engineering and Project Losses

Without limiting Section 20, and to the maximum extent permitted by applicable law, PaiaRetain is not responsible for losses arising from inaccurate or incomplete user inputs; failure to independently verify an Output; misuse or modification of an Output; use of an outdated code, standard, software version, or project condition; failure to obtain required professional review or governmental approval; differences between assumed and actual site conditions; or reliance on preliminary, example, beta, or AI-assisted information.

22. Indemnification

To the maximum extent permitted by applicable law, you agree to defend, indemnify, and hold harmless PaiaRetain and its owners, affiliates, officers, directors, employees, contractors, licensors, and service providers from third-party claims, liabilities, damages, judgments, losses, costs, and reasonable attorneys' fees arising out of or relating to: (a) your unlawful or unauthorized use of the Service; (b) your User Content; (c) your violation of these Terms; (d) your infringement or violation of another person's rights; or (e) your use, distribution, approval, sealing, or implementation of Outputs without the professional review required by these Terms, except to the extent a claim is caused by conduct for which indemnification cannot lawfully be required.

23. No Third-Party Beneficiaries or Professional Duty

Except as expressly stated in these Terms, these Terms do not create rights in third parties. Providing, transmitting, displaying, or incorporating a PaiaRetain Output into project materials does not by itself create a contractual or professional relationship between PaiaRetain and an owner, contractor, developer, architect, governmental agency, fabricator, supplier, occupant, or other project participant.

24. Suspension and Termination

You may stop using the Service at any time. We may suspend or terminate access for material breach of these Terms, nonpayment, unlawful activity, security risk, misuse, or when reasonably necessary to protect the Service or others. Provisions that by their nature should survive termination—including intellectual property, disclaimers, limitations of liability, indemnification, dispute provisions, and accrued payment obligations— survive termination.

25. Governing Law and Venue

Except to the extent applicable law requires otherwise, these Terms and disputes arising out of or relating to them or the Service are governed by the laws of the State of Hawaii, without regard to conflict-of-laws rules. Subject to any enforceable arbitration agreement or mandatory law that applies, the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Honolulu, Hawaii.

26. Dispute Resolution

Before filing a lawsuit, the parties agree to make a good-faith effort to resolve a dispute informally by providing written notice describing the dispute and requested resolution and allowing at least thirty (30) days for discussion, unless immediate relief is reasonably necessary or applicable law provides otherwise.

27. Limitation of Time to Bring Claims

28. State and Federal Law Savings Clause

These Terms are intended to apply throughout the United States to the maximum extent permitted by applicable law. Nothing in these Terms waives, restricts, or excludes a right, remedy, warranty, duty, or liability that cannot lawfully be waived, restricted, or excluded. If applicable state or federal law provides greater protection than these Terms, the mandatory law controls to the extent of the conflict.

29. Changes to the Terms

We may update these Terms from time to time. The current version and effective date will be posted through the Service. Where required by law or where changes materially alter the parties' rights or obligations, we may provide additional notice or require renewed affirmative acceptance. Continued use after an update takes effect constitutes acceptance to the extent permitted by applicable law.

30. Electronic Communications and Acceptance

You consent to receive agreements, notices, disclosures, and other communications electronically to the extent permitted by law. Electronic acceptance, including clicking an "I agree" control, may constitute your signature and agreement to these Terms.

31. General Terms

If any provision is held unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will remain in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without our prior written consent except as permitted by law; PaiaRetain may assign them in connection with a merger, acquisition, corporate reorganization, or sale of substantially all relevant assets. These Terms, together with incorporated policies and applicable written order terms, constitute the agreement concerning their subject matter and supersede prior or contemporaneous understandings concerning that subject matter.

32. Contact

Questions about these Terms may be sent to support@paiaretain.com.