Terms of Service

1. Agreeing to these terms

1.1 These Terms of Service (“Terms”) are a contract between MillOS, Inc., a Delaware corporation (“MillOS”, “we”, “us”), and the business that creates or uses a MillOS Workspace (“Customer”, “your shop”, “you”).

1.2 The person who creates a Workspace or buys Projects for the shop promises that they are authorized to bind the shop. Users invited later agree to follow these Terms when they use MillOS, but they do not bind the shop on their own. We record which person accepted for the shop, and when.

1.3 You accept these Terms by ticking the box that says you agree to these Terms and our Privacy Policy, when you sign up, accept an invitation to a Workspace, and make your first purchase. We record who accepted, when, and which version.

1.4 If your shop signs a separate order form or agreement with us, that document controls where it conflicts with these Terms.

1.5 MillOS is only for businesses in the United States. You may not use it as a consumer, for personal, family or household purposes. You must be at least 18.

2. Definitions

• Service: the MillOS application, website, help site and related support.
• Workspace: your shop's private area in MillOS.
• Users: the people your shop invites to its Workspace, whatever their role.
• Customer Content: everything your Users upload to or enter into MillOS. This includes bid packages, drawings, specifications, addenda, rates, the Product Library, rules, Workspace Memory, Chats, answers, comments and feedback.
• Output: what MillOS generates for your shop from Customer Content, such as takeoffs, measurements, RFIs, Reports, estimate workbooks and proposals.
• Project: one bid package (the drawings, specifications and addenda for one bid) processed by MillOS, as described in section 8. Our pricing page calls this a job.
• Early Access Features: features we label early access, beta, preview, “coming soon” or similar. During early access, that includes the whole Service.
• Documentation: our help site and in-app guidance.

3. The Service

3.1 What MillOS does. MillOS helps commercial millwork shops estimate bids. Your Users upload a bid package. MillOS reads it, measures, prices items using your shop's rates and Product Library, raises questions and RFIs, and writes a Report, workbook and proposal for your team to review and approve.

3.2 Using the Service. While you follow these Terms and pay what you owe, we give your shop a non-exclusive, non-transferable right to use the Service for its own internal business purposes during the term.

3.3 Early access. MillOS is in early access. Features may change, be added or be removed. They may have errors, and some may never be released generally. We may stop an Early Access Feature at any time. Section 15 applies to all Early Access Features. If stopping one removes a major feature your shop has paid for, section 3.4 applies. If it means MillOS as a whole is no longer offered, section 13.3(c) applies.

3.4 Changes to the Service. We improve MillOS often. If we remove a major feature your shop is paying for, we will tell Workspace owners at least 30 days ahead where we reasonably can. You may then ask for a refund of unused paid Projects (see the Refund and Cancellation Policy).

3.5 Support. We provide help by email at support@millos.ai, as described in our Support Policy. We answer on business days and aim to reply within 1 business day. That is a goal, not a promise. We do not promise response times or uptime unless a separate written agreement says so.

4. Accounts and Users

4.1 Who is responsible. Your shop is responsible for its Users and for everything that happens in its Workspace. That includes choosing who to invite, what role each person has, and removing people who leave.

4.2 Sign-in security. MillOS signs Users in with one-time links or codes sent to their email. Each User must keep their email account secure and must not share sign-in links. Tell us at support@millos.ai straight away if you think someone has got into your Workspace without permission.

4.3 Accurate details. Keep your account and billing details accurate.

4.4 Owners. Each Workspace needs at least one owner. An owner can change roles and archive or delete the Workspace. Owners and admins can buy Projects.

5. Customer Content

5.1 You own it. As between your shop and MillOS, your shop owns Customer Content. These Terms do not give us any ownership of it.

5.2 Permission you give us. Your shop gives MillOS a worldwide, non-exclusive, royalty-free permission to host, copy, process, transmit and display Customer Content only as needed to:

• (a) provide, secure and support the Service for your shop,
• (b) prevent or fix problems, and
• (c) meet legal requirements.

We may let our service providers do these things for us (section 10). This permission does not cover using your shop's Customer Content to improve MillOS for other shops. If your shop joins our design-partner program and agrees in writing, it also lets us review its Customer Content and run records to improve MillOS, as that written agreement describes. Your shop can end that agreement at any time.

5.3 No AI training. We do not use Customer Content or Output to train or fine-tune AI models, and we do not let our AI providers do so. We will not change this without your shop's clear permission.

5.4 Not shared with other customers. We never share Customer Content with other shops. We never use one shop's rates, prices or Product Library to price another shop's bid. Each Workspace has its own Product Library. A new Workspace starts with a copy of the same MillOS starting library, with general starting rates that your shop then sets for itself.

5.5 Your promises about Customer Content. Your shop promises that:

• (a) it has every right, license and permission needed to upload Customer Content and have MillOS process it, including with AI and third-party providers. Bid documents and drawings are often copyrighted by their architect or engineer, and are often shared under bidding confidentiality terms or NDAs. It is your shop's job to make sure those terms allow you to use MillOS;
• (b) Customer Content does not break any law or anyone's rights;
• (c) it has given any notice and got any consent the law requires for personal information in Customer Content; and
• (d) it will not upload information MillOS is not built for. That includes Social Security numbers, financial account numbers, health information, biometric data, Controlled Unclassified Information (CUI), export-controlled technical data (ITAR or EAR), or classified information. Security-sensitive drawings, such as security-system layouts or drawings of secure government or critical facilities, may be uploaded only where the project's own handling rules allow it.

5.6 Usage Data. We collect information about how the Service is used, such as feature use, run counts, timings, errors and costs (“Usage Data”). Usage Data does not include the contents of Customer Content. Any record that contains Customer Content, such as a run record holding text from a drawing, is treated as Customer Content, not Usage Data. We may use Usage Data to run, secure and improve MillOS, and to report on the business in a combined form that does not identify your shop.

5.7 Deleting content. Your Users can delete content as described in the Privacy Policy, section 8. When you delete it, we remove it as described there, including from the Recycle Bin and later from backups.

6. AI features and Output

6.1 How Output is made. MillOS uses large language models from third parties (currently Anthropic's models, through Amazon Bedrock and Anthropic). Output is generated automatically from Customer Content, your shop's settings, published information MillOS finds on the web, and the models' general knowledge.

6.2 You own the Output. As between your shop and MillOS, your shop owns the Output. We assign to your shop any rights we have in it. This does not cover:

• (a) MillOS itself: our software, templates, formats, prompts and methods, even where they appear in Output;
• (b) third-party material in Customer Content or found on the web; or
• (c) similar Output that MillOS generates for other shops from their own content. Estimates for similar work can look alike.

Where (a) MillOS templates or formats appear in Output, we give your shop a permanent, royalty-free right to use, copy, change and share that Output for its business, including after these Terms end.

We do not promise that Output can be protected by copyright.

6.2a Output is treated like Customer Content. For confidentiality (section 11), the limits on our use (sections 5.2 to 5.4) and deletion (section 5.7), Output and any record that contains Customer Content, such as run records and traces, are protected the same way as Customer Content.

6.3 Output can be wrong. AI makes mistakes. Output may:

• miss scope, misread drawings or specifications, measure incorrectly, or use the wrong rate or product,
• rely on outdated or incorrect information from the web, or
• look confident and still be wrong.

MillOS shows the source of each line so your team can check it. MillOS also raises questions and RFIs, but it will not catch every conflict in the documents.

6.4 A person at your shop reviews and approves every estimate. Output is a first pass and a recommendation. Only a person can approve it: MillOS suggests lines, and your Users approve them in the estimate review. MillOS's AI has no way to approve a line itself. A bulk approval, such as “Approve all”, is the approval of the User who makes it. Your shop must review and approve Output before relying on it or sending it to anyone. Your shop alone decides what to bid, what to include or exclude, and what to send. Your shop is responsible for every bid, proposal, quote and commitment it makes, whether or not it used Output. MillOS does not submit bids for you.

6.5 Not professional advice. Output is not architectural, engineering, legal, code-compliance, life-safety, accessibility or other professional advice. It does not replace the contract documents, shop drawings, field verification or approvals from the design team. Prices MillOS finds on the web are references, not quotes from a supplier.

6.6 AI provider rules. Your shop must follow the usage policies of our AI providers when it uses MillOS: Anthropic's Usage Policy (anthropic.com/legal/aup) and the AWS Acceptable Use Policy (aws.amazon.com/aup). Our Acceptable Use Policy passes these rules on.

6.7 Changing models. We may change which models or AI providers MillOS uses, to keep MillOS working well. Before a new provider receives Customer Content, we will update the provider list in our Privacy Policy and tell Workspace owners at least 15 days ahead. If your shop objects, it may stop using MillOS and get a refund of its unused paid Projects.

7. Acceptable use

7.1 Your shop and its Users must not:

• (a) use MillOS to break any law, or to infringe or misuse anyone's rights, including copyright and confidentiality;
• (b) try to reach another shop's Workspace or data, or test, probe or get around MillOS's security, limits or usage controls (unless we have agreed in writing);
• (c) overload, disrupt or attack MillOS, or upload malware;
• (d) copy, modify, decompile or reverse-engineer MillOS, except where the law allows it despite this restriction;
• (e) scrape MillOS, or use automated tools to access it, except through features we provide;
• (f) resell, sublicense, rent or provide MillOS to third parties as a service bureau. An estimating consultant may use one Workspace for several client shops only with our written permission;
• (g) use MillOS or its Output to build a competing product, or to train AI models;
• (h) use MillOS to make decisions about people, such as hiring, credit or housing; or
• (i) share sign-in links, or create accounts with false details.

7.2 Our full Acceptable Use Policy is at millos.ai/acceptable-use and is part of these Terms.

8. Projects, fees and payment

These terms apply once paid Projects launch.

8.1 What a Project is. A Project is one bid package: the drawings, specifications and addenda for one bid. A Project is used when a User presses “Start Project”, not when it is bought. For example:

• an addendum or a re-issued set for the same bid, while the Project's changes window is open, is part of the same Project;
• a re-bid of the same job after the changes window has closed is a new Project;
• one bid that covers several phases or buildings, with one bid date, is one Project, sized by its whole scope.

8.2 Sizes and prices. Each Project is sized Small, Medium or Large, as our pricing page describes. MillOS shows the size and the price before you pay. Prices are in US dollars, before tax, at the prices on our pricing page when you buy.

8.3 Changes window. After a Project starts, MillOS makes changes to it (feedback, reruns, new addenda) for 30 days, or until 14 days after the bid day your team sets for the Project, whichever is later, but never for more than 60 days. Days are counted in US Central time. If the general contractor moves bid day past the window, tell us and we extend it at no charge. If MillOS is down on our side for more than 24 hours in a row during the window, we add the lost time back. Your team's own edits, RFI answers and product choices are always free and never lock. Each Project includes three full reruns from an addendum; each full rerun after those costs a quarter of the Project's price.

8.4 Prepaid Projects. You buy whole Projects in advance. Paid Projects stay usable while your Workspace is open and MillOS is offered. If we stop offering MillOS, section 13.3(c) applies. There are no seats, no subscription and nothing that renews automatically.

8.5 Free and founding Projects. Free Projects, including those in a founding offer, have no cash value. They cannot be transferred or refunded, and they expire as the offer says. The founding offer and the free Projects for each new shop are described on our pricing page and in your invite. A founding price is a discount off the list price. It lasts for as long as your shop stays active, which means at least one Project a quarter. If list prices change, founding prices change with them. Each offer is limited to one per company. We may end or change an offer for shops that have not yet accepted it. We may withdraw an offer that was obtained by abuse, for example several Workspaces for one company.

8.5a Storage and fair use. Each Workspace includes file storage up to the amount on our pricing page. If a shop's use goes far beyond normal use, we may ask it to reduce its storage or agree a price. We will give notice before we do, and we will not delete files without that agreement or notice.

8.6 Sliding scale. In each month, every Project your shop buys after its sixth is half price, and every Project after its fifteenth is a quarter price. The count starts again each month. The sliding scale applies to list and founding prices in the same way. Shops pricing many bids a month may also ask for a volume price, set in a written order.

8.7 Paying. You do not need a card to sign up. You pay through Stripe when you buy a Project, and you authorize us to charge the payment method you give for each purchase you make. Card details go straight to Stripe and never touch our servers. We do not charge anything automatically without a purchase you make. Where we agree to bill by invoice, for example under a written order, invoices are due within 15 days. We do not charge interest on late invoices. If an invoice is overdue, section 12 applies.

8.8 Taxes. Prices do not include taxes. Your shop pays any sales, use or similar taxes on its purchases, except taxes on our income. We collect sales tax where the law requires it. Texas, for example, taxes this kind of service as a “data processing service”, on 80% of the price. If your shop is exempt, send us a valid exemption certificate.

8.9 Price changes. We may change prices for future purchases. We will post new prices and give Workspace owners at least 30 days' notice. Projects you have already bought are not affected. A founding discount stays as section 8.5 says.

8.10 Billing disputes. If you think a charge is wrong, please tell us within 60 days of the charge, at support@millos.ai. We will work with you in good faith before you raise a dispute with your bank. This window is for our refund process only. It is not a condition for any claim, and it does not take away any right your shop has under the law.

8.11 Refunds. Refunds are covered by our Refund and Cancellation Policy, which is part of these Terms. We show a link to it before every purchase.

9. Our property

9.1 MillOS, including its software, models' prompts and configuration, workflows, design, Documentation and our brand, belongs to MillOS, Inc. and its licensors. These Terms give your shop no rights in it, except the right to use the Service in section 3.2.

9.2 Feedback. If your shop or its Users give us ideas, suggestions or feedback about MillOS, we may use them freely and without paying for them. This does not give us rights in Customer Content. Feedback on specific estimate lines, such as “this count is wrong”, is Customer Content. We use it to improve the Output for your shop, under section 5.2, and for other shops only with your shop's written permission (for example as a design partner).

9.3 Your name and logo. We will not use your shop's name or logo in marketing without your written permission, which can be given by email.

10. Service providers and third-party services

10.1 We use service providers to run MillOS. They are listed in our Privacy Policy. We are responsible for our providers' handling of Customer Content as if it were our own, to the extent these Terms make us responsible.

10.2 Some features link to or use third-party services, such as web search results. We do not control those services, and we are not responsible for their content.

11. Confidentiality

11.1 What it covers. “Confidential Information” means non-public information one side shares with the other that is marked confidential, or that a reasonable person would understand to be confidential. Customer Content is your shop's Confidential Information. Our non-public product details, pricing offers and security information are ours.

11.2 What each side must do. The receiving side will:

• (a) use the other's Confidential Information only to perform under these Terms,
• (b) share it only with its staff, contractors and service providers who need it and are bound by similar duties, and
• (c) protect it with at least reasonable care.

11.3 Exceptions. Confidential Information does not include information that:

• is or becomes public through no fault of the receiving side,
• the receiving side already knew without a duty of confidence,
• it received from someone else lawfully, or
• it developed independently.

11.4 When the law requires disclosure. The receiving side may disclose information the law requires it to disclose. Where allowed, it will give the other side prompt notice so it can object.

11.5 How long. These duties last while these Terms are in force and for 3 years after. For Customer Content and trade secrets, they last as long as the information stays confidential.

12. Suspension

12.1 We may suspend some or all access to MillOS if we reasonably believe:

• (a) your shop's use breaks section 7 or the law,
• (b) your use threatens the security or operation of MillOS or other shops,
• (c) an invoice is more than 15 days overdue after we have given notice, or
• (d) we are required to by law.

12.2 We will give notice first and a chance to fix the problem, unless the risk is urgent or the law prevents notice. We will restore access once the problem is fixed. Suspension does not delete Customer Content.

13. Term and ending

13.1 Term. These Terms start when your shop accepts them. They continue until your shop's Workspace is deleted or either side ends them.

13.2 Your shop can stop at any time. There is no minimum term. An owner can delete the Workspace in Settings. A Workspace that has payments is deleted on request to support@millos.ai instead. The delete dialog lists any unused paid Projects. A deleted Workspace can be restored for 30 days. After that, the delete is permanent. Download what you need first. What happens to unused paid Projects is set out in the Refund and Cancellation Policy.

13.3 We can end them:

• (a) for a material breach that is not fixed within 30 days after notice, or straight away for a serious breach of section 7;
• (b) without a reason, with at least 60 days' notice to Workspace owners. In that case we refund unused paid Projects, and Projects still in their changes window in proportion to the time left; or
• (c) if we stop offering MillOS. We give at least 60 days' notice and refund in the same way as (b).

13.4 Export after the Terms end. If we end the Terms for a reason other than your breach, we keep your Workspace available in read-only form for 30 days from the end date, so you can download your content. After that we delete it, as described in the Privacy Policy.

If we end the Terms for your breach, or access has been suspended for more than 60 days, we will still give a Workspace owner a copy of the shop's files and workbooks on request within 30 days, unless the law or the nature of the breach prevents it. An example would be content we have been told is infringing.

13.5 What continues. Some sections continue after the Terms end: 5.1, 5.5, 6.2, 6.2a, 6.3 to 6.5, 8 (amounts owed), 9, 11, 13.4, 13.5, 14 to 19.

14. Warranties and disclaimers

14.1 Each side promises it has the authority to enter these Terms.

14.2 Our promises. We will:

• (a) provide the Service with reasonable skill and care,
• (b) not materially reduce the overall security of the Service during a paid Project's term, and
• (c) handle Customer Content as these Terms and the Privacy Policy describe.

14.3 Disclaimer. EXCEPT AS STATED IN SECTION 14.2, THE SERVICE, OUTPUT AND EARLY ACCESS FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE”. TO THE EXTENT THE LAW ALLOWS, MILLOS DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY. THIS INCLUDES WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY. WE DO NOT PROMISE THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUT WILL BE COMPLETE OR ACCURATE, OR THAT IT WILL WIN ANY BID. WE DO NOT PROMISE ANY LEVEL OF UPTIME.

15. Limitation of liability

15.1 No indirect losses. TO THE EXTENT THE LAW ALLOWS, NEITHER SIDE IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES. NEITHER SIDE IS LIABLE FOR LOST PROFITS, LOST REVENUE, LOST BIDS OR CONTRACTS, UNDERBID OR MISPRICED WORK, REWORK, COST OVERRUNS, OR LOSS OF GOODWILL OR DATA, EVEN IF TOLD THEY WERE POSSIBLE.

15.2 Cap. TO THE EXTENT THE LAW ALLOWS, EACH SIDE'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF:

• (A) THE AMOUNTS YOUR SHOP PAID MILLOS IN THE 12 MONTHS BEFORE THE EVENT THAT GAVE RISE TO THE CLAIM, OR
• (B) US $1,000.

15.3 Exceptions. The cap in 15.2 and the exclusions in 15.1 do not apply to:

• (a) your shop's duty to pay fees,
• (b) your shop's indemnity duties under section 16.2,
• (c) your shop's breach of section 7, or
• (d) liability that cannot be limited by law, such as fraud or willful misconduct.

Our duties under section 16.1 are not limited by 15.2. They have their own cap, in 16.1.

15.4 These limits are a basic part of the deal. Our prices reflect them.

16. Indemnities

16.1 Our indemnity. We will defend your shop against any third-party claim that the Service, as we provide it, infringes that party's US patent, copyright or trademark, or misuses its trade secret. We will pay the damages finally awarded, or a settlement we agree to. This does not cover claims arising from:

• Customer Content,
• Output, to the extent the claim comes from Customer Content or from how your shop uses the Output,
• combining MillOS with things we did not provide,
• changes not made by us, or
• use in breach of these Terms.

OUR TOTAL LIABILITY UNDER THIS SECTION 16.1 WILL NOT EXCEED US $50,000 OR TWO TIMES THE FEES YOUR SHOP PAID MILLOS IN THE 12 MONTHS BEFORE THE CLAIM.

If such a claim happens or seems likely, we may get your shop the right to keep using the Service, change it so it no longer infringes, or end the affected part and refund unused paid Projects.

16.2 Your shop's indemnity. Your shop will defend MillOS against any third-party claim arising from:

• (a) Customer Content, including a claim that uploading or processing it broke someone's copyright, confidentiality or privacy rights,
• (b) bids, proposals or other work your shop provides to others, whether or not it used Output, or
• (c) your shop's breach of section 7.

Your shop will pay the damages finally awarded, or a settlement it agrees to.

16.3 Process. The side asking for defense must:

• tell the other side promptly (a delay only matters if it causes harm),
• let the other side control the defense and settlement, and
• give reasonable help, at the other side's cost.

No settlement may admit fault for, or impose a duty on, the defended side without its consent.

17. Disputes, governing law and courts

17.1 Talk first. Before starting a lawsuit, a side must send a written notice describing the dispute. Senior people from both sides will try in good faith to resolve it within 30 days.

17.2 Texas law. These Terms are governed by the laws of the State of Texas and the United States, without regard to conflict-of-law rules.

17.3 Courts. Any lawsuit must be brought only in the state or federal courts located in Harris County, Texas. Both sides consent to those courts. Either side may still ask any court for an urgent order (an injunction) to protect its intellectual property or Confidential Information. We do not require arbitration.

17.4 JURY WAIVER. TO THE EXTENT THE LAW ALLOWS, EACH SIDE KNOWINGLY AND VOLUNTARILY WAIVES ITS RIGHT TO A TRIAL BY JURY IN ANY LAWSUIT ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE.

17.5 No class actions. To the extent the law allows, each side may bring claims against the other only on its own behalf, and not as a plaintiff or class member in any class, collective or representative action.

18. Export controls and sanctions

Your shop may not use MillOS, or let anyone use it, in breach of US export control or sanctions laws. That includes use from a sanctioned country or by a sanctioned person. Your shop promises that it and its Users are not on any US government restricted-party list.

19. General

19.1 Changes to these Terms. We may update these Terms. For a material change, we email Workspace owners at least 30 days before it takes effect. If your shop does not agree, it may stop using MillOS before the change takes effect and ask for a refund of unused paid Projects. Using MillOS after the change takes effect means accepting it. Changes do not apply to a dispute that has already been notified. Changes never reduce the refund rights that applied when a Project was bought, whatever section 19.7 says about priority.

19.2 Notices. We send notices to the email address of your Workspace owners, or through the app. Your shop sends legal notices to legal@millos.ai, with a copy to MillOS, Inc., 4310 Directors Row, Houston, Texas 77092.

19.3 Assignment. Neither side may transfer these Terms without the other's consent, except to a successor in a merger, acquisition or sale of substantially all of its relevant business or assets, with notice.

19.4 Force majeure. Neither side is liable for delays caused by events beyond its reasonable control, such as an outage at a cloud or AI provider, internet failure, natural disaster, war or a government act. This does not excuse paying amounts owed.

19.5 Relationship. The sides are independent contractors.

19.6 No third-party beneficiaries. These Terms do not give rights to anyone else.

19.7 Entire agreement. These Terms, the Privacy Policy, the Refund and Cancellation Policy, the Acceptable Use Policy and any order form are the whole agreement on this subject. If they conflict, this is the order of priority: an order form or signed agreement, then these Terms, then the policies.

19.8 Severability and waiver. If part of these Terms cannot be enforced, the rest still applies. Not enforcing a right is not a waiver of it.

19.9 Electronic agreement. These Terms may be accepted electronically, and electronic records and signatures count as written ones.

19.10 Text messages. If you give us a mobile number and agree to texts, MillOS, Inc. may text you about your early-access request, getting started and your account, and, if you also agreed to marketing texts, occasional MillOS product updates and offers. Message frequency varies. Message and data rates may apply. Reply STOP to opt out at any time, or HELP for help, or write to support@millos.ai. Carriers are not liable for delayed or undelivered messages. Agreeing to texts is not a condition of buying anything.

20. Contact

MillOS, Inc., 4310 Directors Row, Houston, Texas 77092

Legal notices: legal@millos.ai. Help: support@millos.ai.