1. Definitions
"Authorized Users" means the employees, contractors, and agents of Customer who are authorized to access and use the Service under Customer's account, including Admin, Superintendent, and Subcontractor user roles as defined in the Service.
"Customer Data" means all data, information, content, photos, project records, punch list items, and other materials that Customer or its Authorized Users submit, upload, or generate through the Service, including construction project data, subcontractor information, deficiency photos, and all associated metadata.
"Documentation" means any user guides, help articles, or technical documentation made available by PunchOutPro in connection with the Service.
"Order" means a subscription order form, online checkout flow, or other ordering document specifying the subscription plan, pricing, and term, as agreed upon by the parties.
"Service" means the PunchOutPro cloud-based construction punch list management platform, including the web application accessible at PunchOutPro.app, all related features, APIs, reporting tools, notification systems, and any updates or modifications thereto.
"Subscription Term" means the period during which Customer has a paid subscription to the Service, as specified in the applicable Order or plan selection.
2. Account Registration and Eligibility
2.1 Account Creation. To access the Service, Customer must create an account by providing accurate, current, and complete information. Customer is responsible for maintaining the confidentiality of login credentials and for all activity that occurs under Customer's account.
2.2 Eligibility. The Service is intended for use by businesses and professionals in the construction industry. By creating an account, you represent that (a) you are at least 18 years old, (b) you have the legal authority to enter into this Agreement, and (c) your use of the Service will comply with all applicable laws and regulations.
2.3 Account Security. Customer is solely responsible for (a) all activity under Customer's account, (b) maintaining the security of account credentials, and (c) promptly notifying PunchOutPro of any unauthorized access or breach of account security. PunchOutPro is not liable for any loss or damage arising from Customer's failure to maintain account security.
2.4 Organizational Accounts. When Customer registers an organizational account, the registering individual becomes the Account Admin. Customer is responsible for managing Authorized User access, including promptly revoking access for individuals who are no longer authorized.
3. Free Trial
3.1 Trial Period. PunchOutPro may offer a free trial period ("Trial") of fourteen (14) days from the date of account creation, during which Customer may access the Service with full feature access at no charge.
3.2 Trial Limitations. During the Trial, PunchOutPro reserves the right to limit features, storage, or usage at its discretion. The Trial is provided "as is" and without any warranties.
3.4 One Trial Per Organization. Free trials are available once per organization. PunchOutPro reserves the right to determine, in its sole discretion, whether a new account is eligible for a Trial.
3.5 No Warranty During Trial. The Service is provided during the Trial on an "AS IS" basis without any warranty. PunchOutPro shall have no liability to Customer for any harm or damages arising from Customer's use of the Service during the Trial.
4. Subscription, Fees, and Payment
4.1 Subscription Plans. PunchOutPro offers subscription plans as described on the pricing page at PunchOutPro.app or as communicated in an Order. Subscription features and pricing are subject to change with notice as described in Section 18.
4.2 Fees. Customer agrees to pay all fees associated with the selected subscription plan ("Fees") in accordance with the payment terms specified at checkout or in an Order. All Fees are stated and payable in U.S. dollars.
4.3 Payment Method. Customer must provide a valid payment method (credit card, ACH, or other method accepted by PunchOutPro). By providing a payment method, Customer authorizes PunchOutPro (or its payment processor) to charge the applicable Fees on the billing cycle selected at signup.
4.4 Billing Cycle. Subscriptions are billed in advance on a monthly or annual basis, as selected by Customer at signup. Annual subscriptions are billed in full at the beginning of each subscription year.
4.5 Price Increases. PunchOutPro may increase Fees by providing at least thirty (30) days' written notice prior to the next renewal period. Continued use of the Service after a price increase takes effect constitutes acceptance of the new Fees.
4.6 Taxes. Fees do not include applicable sales, use, value-added, or similar taxes. Customer is responsible for all taxes arising from its use of the Service, excluding taxes on PunchOutPro's income.
4.7 Late Payments. Invoices not paid within fifteen (15) days of the due date may accrue interest at the rate of 1.5% per month (or the maximum rate permitted by applicable law, whichever is lower). PunchOutPro reserves the right to suspend access as described in Section 14.2.
5. Auto-Renewal and Cancellation
5.2 Cancellation by Customer. Customer may cancel its subscription at any time by navigating to Account Settings → Subscription → Cancel Subscription within the Service, or by contacting PunchOutPro support at support@punchoutpro.app. Cancellation is effective at the end of the then-current Subscription Term. PunchOutPro does not provide refunds for partial subscription periods, except as required by applicable law.
5.3 Effect of Cancellation. Upon expiration of the Subscription Term following cancellation, Customer's account will revert to a read-only state. Customer Data will be retained for thirty (30) days following expiration, during which time Customer may export its data in accordance with Section 15. After thirty (30) days, Customer Data may be permanently deleted.
5.4 Cancellation Ease. The cancellation mechanism shall be at least as easy to use as the mechanism Customer used to enroll, consistent with applicable FTC regulations.
6. License Grant and Restrictions
6.1 License Grant. Subject to the terms of this Agreement and timely payment of all Fees, PunchOutPro grants Customer a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service solely for Customer's internal business purposes during the Subscription Term.
6.2 Authorized Users. Customer may permit its Authorized Users to access and use the Service. Customer is responsible for ensuring all Authorized Users comply with this Agreement and for all acts and omissions of its Authorized Users.
6.3 Restrictions. Customer shall not, and shall ensure its Authorized Users do not:
- Sublicense, sell, resell, transfer, assign, or commercially exploit the Service or make it available to any third party except as expressly permitted herein
- Reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service
- Modify, translate, or create derivative works based on the Service
- Access the Service to build a competitive product or service, or copy any features, functions, or graphics thereof
- Use the Service to store or transmit infringing, defamatory, or otherwise unlawful material
- Use the Service to store or transmit malicious code, viruses, or other harmful software
- Interfere with or disrupt the integrity or performance of the Service
- Attempt to gain unauthorized access to the Service or its related systems or networks
- Use automated means (bots, scrapers, crawlers) to access the Service without prior written consent
7. Acceptable Use Policy
7.1 Permitted Use. The Service is provided for construction project management, punch list documentation, deficiency tracking, subcontractor notification, and related construction workflow purposes.
7.2 Prohibited Conduct. Customer and its Authorized Users must not use the Service to:
- Upload, transmit, or store content that is illegal, defamatory, harassing, abusive, threatening, obscene, or that violates any third party's privacy or intellectual property rights
- Transmit unsolicited or unauthorized bulk communications (spam)
- Impersonate any person or entity or falsely represent affiliation with any person or entity
- Violate any applicable local, state, national, or international law or regulation
- Interfere with any other user's ability to access or use the Service
- Attempt to probe, scan, or test the vulnerability of the Service's systems or networks
- Circumvent, disable, or otherwise interfere with security features of the Service
7.3 Enforcement. PunchOutPro reserves the right to investigate and take appropriate action against any violation of this Acceptable Use Policy, including suspension or termination of the offending account, without prior notice and without liability to Customer.
7.4 Reporting. Customer may report violations of this Acceptable Use Policy to support@punchoutpro.app.
8. Customer Data and Ownership
8.1 Customer Owns Customer Data. As between Customer and PunchOutPro, Customer retains all right, title, and interest in and to Customer Data, including all intellectual property rights therein. PunchOutPro does not acquire any ownership rights in Customer Data by virtue of this Agreement.
8.2 License to PunchOutPro. Customer grants PunchOutPro a limited, non-exclusive, worldwide, royalty-free license to access, host, process, store, display, and transmit Customer Data solely as necessary to: (a) provide and maintain the Service; (b) comply with Customer's instructions; (c) fulfill PunchOutPro's obligations under this Agreement; and (d) comply with applicable law.
8.3 Customer Responsibility for Data. Customer is solely responsible for: (a) the accuracy, quality, legality, and appropriateness of Customer Data; (b) obtaining all rights and consents necessary to submit Customer Data to the Service; and (c) ensuring that Customer Data does not violate any applicable law or third-party rights.
8.4 Aggregated Anonymous Data. PunchOutPro may collect, use, and disclose aggregated, de-identified data derived from Customer's use of the Service for the purpose of improving the Service, provided that such data does not identify Customer or any individual.
8.5 Data Security. PunchOutPro implements commercially reasonable administrative, physical, and technical safeguards to protect Customer Data from unauthorized access, disclosure, or destruction. PunchOutPro uses Supabase infrastructure, which maintains SOC 2 Type 2 certification. However, no transmission or storage system is 100% secure, and PunchOutPro does not warrant that Customer Data will be free from unauthorized access in all circumstances.
8.6 Data Breach Notification. PunchOutPro will notify Customer without undue delay upon discovering a confirmed breach of security that affects Customer Data, to the extent required by applicable law.
9. Intellectual Property
9.1 PunchOutPro Ownership. PunchOutPro owns all right, title, and interest in and to: (a) the Service, including all software, code, algorithms, interfaces, APIs, and architecture; (b) all improvements, modifications, and derivative works of the Service; (c) all Documentation; (d) all PunchOutPro trademarks, service marks, logos, and trade names; and (e) all proprietary data, analytics, and reports generated by PunchOutPro independent of Customer Data.
9.2 Feedback. If Customer provides PunchOutPro with any suggestions, ideas, enhancement requests, feedback, or recommendations relating to the Service ("Feedback"), Customer hereby assigns to PunchOutPro all right, title, and interest in such Feedback, and PunchOutPro may use such Feedback without restriction and without any obligation of compensation or attribution to Customer.
9.3 No Implied Licenses. Except for the limited license granted in Section 6.1, nothing in this Agreement grants Customer any right, title, or interest in the Service or PunchOutPro's intellectual property. All rights not expressly granted are reserved by PunchOutPro.
9.4 DMCA. PunchOutPro respects the intellectual property rights of others and responds to valid notices under the Digital Millennium Copyright Act. To submit a DMCA notice, contact: legal@punchoutpro.app.
10. Confidentiality
10.1 Confidential Information. Each party ("Receiving Party") may have access to confidential or proprietary information of the other party ("Disclosing Party") ("Confidential Information"). Confidential Information includes, but is not limited to: pricing terms, business plans, technical architecture, source code, customer lists, and Customer Data.
10.2 Obligations. The Receiving Party shall: (a) hold Confidential Information in strict confidence using at least the same care as it uses to protect its own confidential information, but no less than reasonable care; (b) not disclose Confidential Information to any third party without prior written consent; and (c) use Confidential Information only as necessary to exercise its rights or perform its obligations under this Agreement.
10.3 Exceptions. Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach of this Agreement; (b) was known to the Receiving Party prior to disclosure; (c) is independently developed without use of Confidential Information; or (d) is required to be disclosed by law or court order (with prompt written notice to the Disclosing Party, where legally permissible).
11. Warranties and Disclaimers
11.1 PunchOutPro Warranties. PunchOutPro warrants that: (a) it has the legal authority to enter into this Agreement; (b) the Service will perform materially in accordance with the Documentation under normal use; and (c) PunchOutPro will not knowingly introduce malware into the Service.
11.2 Customer Warranties. Customer warrants that: (a) it has the legal authority to enter into this Agreement; (b) Customer Data does not infringe any third-party intellectual property rights; (c) Customer will use the Service in compliance with all applicable laws; and (d) information provided to PunchOutPro is accurate and complete.
11.3 Disclaimer of Warranties. Except as expressly set forth in Section 11.1, the Service is provided "AS IS" and "AS AVAILABLE" without warranty of any kind. To the maximum extent permitted by applicable law, PunchOutPro expressly disclaims all warranties, whether express, implied, statutory, or otherwise, including without limitation any implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement.
PunchOutPro does not warrant that: (a) the Service will be uninterrupted, error-free, or available at any particular time; (b) defects will be corrected; (c) the Service or the servers that make it available are free of viruses or other harmful components; (d) the results obtained from use of the Service will be accurate or reliable; or (e) the Service will meet your specific requirements or expectations.
11.4 No Warranty on Data Accuracy. PunchOutPro does not warrant the accuracy, completeness, or fitness for any particular purpose of any Customer Data entered into or generated through the Service. Customer is solely responsible for the accuracy of punch list data, deficiency descriptions, subcontractor information, and all other Customer Data.
12. Limitation of Liability
12.1 Exclusion of Consequential Damages. To the fullest extent permitted by applicable law, in no event will PunchOutPro, its affiliates, officers, directors, employees, agents, suppliers, or licensors be liable to Customer or any third party for any indirect, incidental, special, consequential, punitive, or exemplary damages, including but not limited to loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, or cost of substitute services, however caused and regardless of the theory of liability, even if PunchOutPro has been advised of the possibility of such damages.
12.2 Liability Cap. To the fullest extent permitted by applicable law, PunchOutPro's total cumulative liability to Customer for all claims arising out of or related to this Agreement or the Service shall not exceed the total Fees paid by Customer to PunchOutPro during the twelve (12) months immediately preceding the event giving rise to liability. If Customer has not paid any Fees (e.g., during a free trial), PunchOutPro's total liability shall not exceed one hundred U.S. dollars ($100.00).
12.3 Essential Basis. The parties acknowledge that the limitations of liability in this Section 12 reflect a reasonable allocation of risk and are an essential element of the basis of the bargain between the parties.
12.4 Exceptions. The exclusions and limitations in this Section 12 do not apply to: (a) death or personal injury caused by PunchOutPro's gross negligence; (b) fraud or fraudulent misrepresentation; or (c) any liability that cannot be excluded or limited under applicable law.
13. Indemnification
13.1 Indemnification by Customer. Customer shall indemnify, defend, and hold harmless PunchOutPro and its officers, directors, employees, and agents from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) Customer's breach of this Agreement; (b) Customer Data; (c) Customer's use of the Service in violation of the Acceptable Use Policy; or (d) Customer's gross negligence or willful misconduct.
13.2 Indemnification by PunchOutPro. PunchOutPro shall indemnify, defend, and hold harmless Customer from and against claims by a third party that the Service, as provided by PunchOutPro and used in accordance with this Agreement, infringes any U.S. patent, copyright, or trademark of such third party. This obligation does not apply if the alleged infringement arises from Customer Data, Customer's modifications to the Service, or combination of the Service with products or services not provided by PunchOutPro.
13.3 Indemnification Process. The indemnified party shall: (a) provide prompt written notice of any claim; (b) grant the indemnifying party sole control over defense and settlement; and (c) reasonably cooperate with the indemnifying party's defense.
14. Suspension and Termination
14.1 Termination for Cause by PunchOutPro. PunchOutPro may terminate this Agreement or suspend access to the Service immediately upon written notice if Customer: (a) materially breaches this Agreement and fails to cure such breach within fifteen (15) days after receiving written notice; (b) violates the Acceptable Use Policy; (c) becomes insolvent or files for bankruptcy protection; or (d) engages in fraudulent activity.
14.2 Suspension for Non-Payment. If Customer fails to pay any Fees when due, PunchOutPro may, upon written notice (including email), suspend Customer's access to the Service after a fifteen (15) day cure period. PunchOutPro will restore access promptly upon receipt of all past-due amounts.
14.3 Termination by Customer. Customer may terminate this Agreement at any time by canceling its subscription in accordance with Section 5.2. Termination is effective at the end of the current Subscription Term. No refunds are provided for unused portions of a prepaid subscription term, except as required by law.
14.4 Effect of Termination. Upon expiration or termination of this Agreement: (a) all licenses granted herein immediately terminate; (b) Customer must cease use of the Service; (c) each party must return or destroy the other party's Confidential Information upon request; and (d) all provisions that by their nature should survive termination will survive, including Sections 8.1, 9, 10, 11.3, 12, 13, 15, 19, and 20.
15. Data Export and Deletion
15.1 Data Export. During the Subscription Term, Customer may export Customer Data from the Service at any time using the export features built into the platform (CSV, PDF) or by contacting PunchOutPro support.
15.2 Post-Termination Data Access. Following expiration or termination, PunchOutPro will make Customer Data available for export for a period of thirty (30) days. Customer is responsible for exporting its data before this period expires.
15.3 Deletion. Following the thirty (30) day post-termination period, PunchOutPro may permanently delete Customer Data from its systems, including backups, with no obligation to retain or restore such data.
15.4 Deletion Request. Upon written request, PunchOutPro will delete Customer Data before the thirty (30) day period expires, provided that earlier deletion renders Customer Data immediately unrecoverable.
16. Third-Party Services
16.1 Third-Party Providers. The Service relies on third-party providers, including Supabase (infrastructure and database), Resend (transactional email), and Twilio (SMS notifications, when available). Customer acknowledges that PunchOutPro's performance depends in part on these third-party services.
16.2 No Liability for Third-Party Services. PunchOutPro is not responsible for outages, errors, data loss, or other failures caused by third-party service providers. PunchOutPro will make commercially reasonable efforts to notify customers of material third-party service disruptions.
16.3 Third-Party Terms. Customer's use of certain features (e.g., SMS notifications) may be subject to additional terms of the relevant third-party provider.
17. Subcontractor Notification Disclaimer
17.1 Workflow Tool Only. The notification, acknowledgment, and timestamping features of the Service are provided as workflow coordination tools only. They are not designed, certified, or warranted to constitute formal legal notice under any construction contract, subcontract, bond agreement, lien statute, warranty obligation, or other legal instrument.
17.2 Not a Legal Notification System. Customer acknowledges that: (a) PunchOutPro makes no representation that email or SMS notifications sent through the Service satisfy any contractual or statutory notice requirements; (b) timestamped acknowledgment records generated by the Service have not been certified for any particular evidentiary standard or chain-of-custody requirement; and (c) Customer should consult qualified legal counsel before relying on Service records in any legal proceeding, dispute, or claim.
17.3 Customer Responsibility. Customer is solely responsible for: (a) verifying that notifications were actually received by intended recipients; (b) maintaining independent records of contractual notices as required by applicable contracts; and (c) determining whether Service-generated records meet any evidentiary requirements in Customer's jurisdiction or applicable contracts.
18. Modifications to the Service and Agreement
18.1 Service Changes. PunchOutPro reserves the right to modify, update, or discontinue any aspect of the Service at any time. PunchOutPro will use commercially reasonable efforts to provide advance notice of material changes that reduce core functionality.
18.2 Agreement Changes. PunchOutPro may modify this Agreement from time to time. PunchOutPro will provide at least thirty (30) days' notice of material changes by email or in-app notification. Your continued use of the Service after the effective date of any modification constitutes acceptance of the updated Agreement. If you do not agree to a modification, your sole remedy is to terminate this Agreement in accordance with Section 14.3.
19. Governing Law and Dispute Resolution
19.1 Governing Law. This Agreement is governed by the laws of the State of South Carolina, without regard to its conflict-of-law provisions. The Federal Arbitration Act governs the interpretation and enforcement of Section 19.3.
19.2 Dispute Resolution — Informal Resolution First. Before initiating any formal proceeding, the parties agree to attempt to resolve any dispute arising out of this Agreement by good faith negotiation. Either party may initiate this process by providing written notice describing the dispute. The parties shall have thirty (30) days to attempt to resolve the dispute informally.
19.3 Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to this Agreement or the use of the Service that is not resolved informally under Section 19.2 shall be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules. The arbitration shall be conducted by a single arbitrator. The place of arbitration shall be Greenville, South Carolina, or such other location as mutually agreed. The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.
Class Action Waiver: To the extent permitted by applicable law, all claims must be brought in the parties' individual capacities, and not as a plaintiff or class member in any purported class or representative proceeding.
19.4 Exceptions to Arbitration. Notwithstanding Section 19.3, either party may seek emergency injunctive or other equitable relief in any court of competent jurisdiction to prevent irreparable harm, including with respect to intellectual property rights or Confidential Information.
19.5 Venue for Court Proceedings. For any matter not subject to arbitration, the parties consent to exclusive jurisdiction and venue in the state or federal courts located in Greenville County, South Carolina.
20. General Provisions
20.1 Entire Agreement. This Agreement, together with any Order and the Privacy Policy, constitutes the entire agreement between the parties regarding the subject matter hereof and supersedes all prior agreements, negotiations, and understandings.
20.2 Severability. If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will continue in full force and effect.
20.3 Waiver. No failure or delay in exercising any right, power, or remedy will operate as a waiver of that right, power, or remedy.
20.4 Assignment. Customer may not assign or transfer this Agreement or any rights hereunder without PunchOutPro's prior written consent. PunchOutPro may assign this Agreement without consent in connection with a merger, acquisition, or sale of all or substantially all of its assets.
20.5 Force Majeure. Neither party is liable for any delay or failure to perform due to causes beyond its reasonable control, including acts of God, natural disasters, internet outages, cyberattacks on third-party infrastructure, government actions, or pandemics.
20.6 Notices. Notices to PunchOutPro should be sent to legal@punchoutpro.app and to the physical address below. Notices to Customer will be sent to the email address associated with Customer's account.
20.7 Relationship of Parties. The parties are independent contractors. Nothing in this Agreement creates an employment, partnership, joint venture, or agency relationship between the parties.
20.8 No Third-Party Beneficiaries. This Agreement does not create any third-party beneficiary rights. Subcontractors who receive notifications through the Service are not parties to this Agreement and have no rights hereunder.
20.9 Export Compliance. Customer represents that it is not located in a U.S.-embargoed country and is not on any U.S. government restricted parties list.
20.10 Electronic Signatures. The parties agree that electronic signatures and electronic acceptance of this Agreement (including click-to-accept) are valid and binding.
Contact Information
PunchOutPro, LLC
PO Box 535
Travelers Rest, SC 29690
Email: legal@punchoutpro.app
Support: support@punchoutpro.app
Website: PunchOutPro.app
© 2026 PunchOutPro, LLC. All Rights Reserved.