Terms of Service

1. Agreement

These Terms of Service ("Terms") govern access to and use of Spandrel, including our website, web application, dashboards, vendor portals, payment workflows, lien waiver tools, e-signature tools, document generation, AI-assisted document reading, accounting integrations, and related services.

By creating an account, accessing Spandrel, clicking "I agree," or using the services, you agree to these Terms. If you use Spandrel on behalf of a company, you represent that you have authority to bind that company.

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference.

2. Description of Services

Spandrel provides software tools for commercial construction financial workflows, including:

• Project cost management
• Budget tracking
• Commitments, subcontracts, and purchase orders
• Owner and subcontractor change orders
• Bill and invoice workflows
• QuickBooks Online and other accounting integrations
• Vendor onboarding
• Payment coordination through third-party payment processors
• Lien waiver generation, collection, tracking, and storage
• Electronic signatures
• Document storage and execution records
• AI-assisted document reading and data extraction
• Compliance document tracking
• Vendor and subcontractor portal access

Spandrel is a software platform. Spandrel is not a law firm, accounting firm, bank, money transmitter, construction manager, escrow agent, payment guarantor, tax advisor, insurance broker, or financial advisor.

3. Eligibility and Account Registration

Users must provide accurate account information and maintain the confidentiality of login credentials. Customers are responsible for:

• All activity under their account
• Managing authorized users
• Setting appropriate permissions
• Removing users who no longer require access
• Ensuring account information remains accurate

4. Customer Data

"Customer Data" means information, documents, records, and content uploaded, entered, generated, synced, or processed through Spandrel by or for a customer. Customers retain ownership of Customer Data. Customers grant Spandrel a limited right to process Customer Data as needed to provide, secure, maintain, support, and improve the services. Customers represent that they have all rights, permissions, and authority necessary to upload and process Customer Data through Spandrel.

5. Accounting Integrations

Spandrel may integrate with QuickBooks Online and other accounting platforms. Customers authorize Spandrel to access, sync, create, update, and process accounting data according to permissions granted during connection. Customers are responsible for reviewing accounting data before relying on it. Spandrel is not responsible for errors caused by inaccurate accounting data, user mapping choices, third-party platform issues, sync delays, integration outages, or user modifications.

6. Payments and Third-Party Payment Processors

Spandrel may facilitate payment workflows through third-party payment processors such as Moov. Spandrel does not hold customer funds unless expressly stated in a separate written agreement. Payment processing, onboarding, banking, compliance, settlement timing, payment failures, returns, reversals, and capability approvals may be controlled by the payment processor and financial institutions.

Customers and vendors may be required to accept payment processor terms, provide onboarding information, and satisfy compliance requirements before using payment features. Spandrel does not guarantee:

• Payment approval
• Payment timing
• Bank acceptance
• Availability of ACH, same-day ACH, RTP, or other rails
• Avoidance of returns, chargebacks, reversals, or failed payments

Customers remain responsible for amounts owed to vendors, subcontractors, suppliers, and other parties.

7. Lien Waivers and Construction Documents

Spandrel may provide tools to generate, collect, sign, track, and store lien waivers, change orders, contracts, and other construction documents. Spandrel does not provide legal advice. Lien waiver laws vary by state and project type. Some states require statutory forms, specific language, notarization, owner information, property information, payment information, or other legal requirements.

Customers are responsible for:

• Confirming the correct document form is used
• Reviewing documents before sending or signing
• Consulting legal counsel when appropriate
• Determining whether a lien waiver, change order, contract, or other document is enforceable
• Complying with applicable state and local law

Spandrel may provide standard templates, but use of templates is at the customer's risk and should be reviewed by counsel.

8. Electronic Signatures

Spandrel may allow users to sign documents electronically. By using e-signature features, users agree that electronic signatures, initials, checkboxes, clickwrap acceptances, audit logs, and electronically stored records may be used in place of paper records and handwritten signatures where permitted by law. Certain documents or jurisdictions may require additional formalities. Customers are responsible for determining whether electronic signatures are appropriate for a specific document.

9. AI-Assisted Features

Spandrel may provide AI-assisted document reading, bill extraction, compliance extraction, W-9 reading, COI reading, cost coding suggestions, financial insights, or related features. AI output may be incomplete, inaccurate, or unsuitable for a specific use. Customers must review and approve AI-generated or AI-extracted information before relying on it. Spandrel does not guarantee the accuracy of AI outputs.

10. Acceptable Use

Users may not:

• Violate laws or regulations
• Upload unlawful, infringing, deceptive, or harmful content
• Attempt unauthorized access
• Interfere with platform security
• Circumvent permissions or tenant isolation
• Misrepresent payment, lien waiver, tax, insurance, or compliance information
• Use Spandrel to commit fraud
• Reverse engineer the platform except where legally permitted
• Introduce malware or harmful code
• Use automated scraping or abuse the system

11. Customer Responsibilities

Customers are responsible for:

• Accurate data entry
• Reviewing documents before execution
• Confirming vendor and payment details
• Managing user access
• Maintaining accounting records
• Complying with lien, payment, tax, privacy, employment, insurance, and construction laws
• Maintaining backups or exports when appropriate
• Obtaining professional advice where needed

12. Fees and Billing

Customers agree to pay applicable subscription, implementation, transaction, payment-rail, usage, and other fees described in an order form, pricing page, invoice, or separate agreement. Fees may include:

• Monthly subscription fees
• Implementation fees
• Same-day ACH fees
• RTP or instant payment fees
• Other payment-related fees
• Additional usage or add-on fees

Unless otherwise stated, fees are non-refundable. Spandrel may suspend access for nonpayment.

13. Beta Features

Spandrel may offer beta, sandbox, pilot, or early-access features. Beta features may be incomplete, unstable, or subject to change. Customer uses beta features at its own risk.

14. Confidentiality

Each party may receive confidential business, technical, financial, project, payment, vendor, or operational information. The receiving party must use reasonable care to protect confidential information and may use it only to perform obligations or exercise rights under these Terms.

15. Data Security

Spandrel will use reasonable administrative, technical, and organizational safeguards designed to protect Customer Data. Customers acknowledge that no system is completely secure.

16. Third-Party Services

Spandrel may depend on third-party services, including accounting platforms, payment processors, cloud providers, authentication providers, storage providers, email providers, and AI providers. Spandrel is not responsible for third-party service outages, errors, terms, privacy practices, pricing changes, or compliance failures.

17. Intellectual Property

Spandrel and its software, workflows, designs, templates, platform features, user interface, documentation, and technology are owned by Spandrel or its licensors. Customers may not copy, resell, modify, reverse engineer, or commercially exploit Spandrel except as allowed by these Terms.

18. Feedback

If users provide feedback, suggestions, ideas, or recommendations, Spandrel may use them without restriction or compensation.

19. Disclaimers

SPANDREL IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPANDREL DISCLAIMS WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, ACCURACY, AVAILABILITY, AND ERROR-FREE OPERATION.

Spandrel does not warrant that:

• Documents will be legally sufficient
• Lien waivers will be enforceable
• Payments will settle
• AI outputs will be accurate
• Accounting data will sync without error
• The platform will be uninterrupted or error-free

20. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SPANDREL WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOST DATA, PROJECT DELAY, PAYMENT DELAY, LIEN DISPUTES, OR BUSINESS INTERRUPTION. SPANDREL'S TOTAL LIABILITY WILL NOT EXCEED THE AMOUNTS PAID BY THE CUSTOMER TO SPANDREL DURING THE THREE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY, OR $100, WHICHEVER IS GREATER.

21. Indemnification

Customer agrees to defend, indemnify, and hold harmless Spandrel from claims arising out of:

• Customer Data
• Customer's use of Spandrel
• Customer's violation of law
• Customer's documents, lien waivers, payments, contracts, or accounting records
• Customer's disputes with vendors, subcontractors, suppliers, owners, employees, or project participants
• Customer's misuse of AI outputs or third-party services

22. Suspension and Termination

Spandrel may suspend or terminate access if:

• Fees are unpaid
• Security risk exists
• User violates these Terms
• Required third-party access is unavailable
• Use creates legal, regulatory, or operational risk

Customers may stop using Spandrel at any time, but fees already incurred remain due.

23. Data Export and Deletion

Upon termination, customers may request export of available Customer Data, subject to technical limitations, legal retention obligations, and payment of outstanding fees. Spandrel may retain records where required or permitted for legal, accounting, audit, security, dispute, payment, lien waiver, or compliance purposes.

24. Governing Law

These Terms are governed by the laws of the State of Utah, without regard to conflict-of-law rules.

25. Dispute Resolution

Before filing a legal claim, the parties agree to attempt in good faith to resolve disputes informally by contacting each other. Any legal action shall be brought in state or federal courts located in Utah, unless a separate written agreement states otherwise.

26. Changes to Terms

Spandrel may update these Terms from time to time. Continued use after changes become effective means acceptance of the updated Terms.

27. Contact

Spandrel Technologies LLC
7533 S Center View Ct. Ste N, West Jordan, UT 84084
Email: support@spandrelhq.com