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Terms of Service

Effective date: June 26, 2026

These Terms of Service ("Terms") are a binding agreement between you ("you," "your," or "Customer") and TopMail, Inc., a Delaware corporation doing business as Vereyo ("Vereyo," "we," "us," or "our"). They govern your access to and use of the Vereyo website, applications, APIs, and related services (collectively, the "Service").

PLEASE READ THESE TERMS CAREFULLY. They contain important provisions, including a disclaimer of warranties (Section 9), a limitation of liability (Section 10), an indemnification obligation (Section 11), and a binding arbitration agreement and class action waiver (Section 16). The Service produces AI-generated construction estimates and takeoffs that may be inaccurate or incomplete. You are solely responsible for independently verifying every output before relying on it. See Section 8.

By creating an account, clicking "I agree," or otherwise accessing or using the Service, you agree to these Terms. If you do not agree, do not use the Service. If you are using the Service on behalf of a company or other entity, you represent that you have authority to bind that entity, and "you" refers to that entity.

1. The Service

Vereyo is a software platform that ingests construction drawings, plans, and related documents and uses automated tools — including artificial intelligence and machine-vision models — to generate preliminary quantity takeoffs, measurements, material and labor estimates, and related outputs (collectively, "Outputs"). The Service is intended for use by construction professionals, including general contractors, in their business.

We may modify, add, or remove features of the Service at any time. We may also establish or change limits on usage (for example, the number of projects, pages, or processing volume) at our discretion.

2. Eligibility and Accounts

You must be at least 18 years old and capable of forming a binding contract to use the Service. The Service is offered for business and professional use only and is not directed to consumers.

You must provide accurate account information and keep it current. You are responsible for safeguarding your login credentials and for all activity that occurs under your account. Notify us promptly at legal@vereyo.com of any unauthorized use. We are not liable for any loss arising from unauthorized use of your account.

3. Customer Content

"Customer Content" means the drawings, plans, PDFs, project data, addresses, and other materials you upload to or generate through the Service.

You retain all rights you hold in your Customer Content. You grant Vereyo a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, display, and create derivative works from your Customer Content solely to operate, provide, secure, and improve the Service and to generate Outputs for you. This license includes the right to transmit Customer Content to our subprocessors (see our Privacy Policy) for processing on our behalf.

You represent and warrant that you own or have all rights and permissions necessary to upload your Customer Content and to grant the license above, and that your Customer Content and our processing of it will not infringe or violate the rights of any third party or any law. You are solely responsible for your Customer Content.

4. License to Use the Service

Subject to these Terms and your payment of applicable fees, Vereyo grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your internal business purposes during the term of your subscription.

5. Acceptable Use

You will not, and will not permit anyone to:

  • use the Service in violation of any law or regulation, or to infringe any third party's rights;
  • upload content you do not have the right to upload, or that contains malware;
  • reverse engineer, decompile, or attempt to derive source code from the Service, except to the extent that restriction is prohibited by law;
  • access the Service to build a competing product, or copy any features or designs of the Service;
  • scrape, spider, or use automated means to access the Service except through documented APIs;
  • circumvent or disable any security, rate-limiting, or usage-metering feature;
  • resell, sublicense, or provide the Service to a third party except as expressly permitted; or
  • interfere with or disrupt the integrity or performance of the Service.

We may suspend or terminate access for any violation of this Section without notice.

6. Fees and Payment

Fees, billing frequency, and plan limits are as described at the point of purchase or in an order you enter with us. Unless stated otherwise: fees are quoted and payable in U.S. dollars; fees are non-refundable except as required by law; you authorize us (and our payment processor) to charge your payment method on a recurring basis until you cancel; and we may change fees on renewal with prior notice. You are responsible for all taxes other than taxes on our net income. Overdue amounts may accrue interest and we may suspend the Service for non-payment.

7. Third-Party Services

The Service relies on third-party providers (for example, cloud hosting, storage, AI model providers, and analytics). Your use of the Service may be subject to those providers' availability and terms. We are not responsible for third-party services, and their failures or changes may affect the Service.

8. AI-Generated Outputs — Customer Responsibility (IMPORTANT)

The Outputs are generated by automated and artificial-intelligence systems and are inherently probabilistic. They may contain errors, omissions, or inaccuracies, and they will not always be correct. You acknowledge and agree that:

(a) Outputs are preliminary and informational only. They are a drafting and productivity aid. They are not professional estimating, quantity-surveying, engineering, architectural, or construction advice, and they are not a substitute for the independent professional judgment of a qualified estimator or other professional.

(b) You must independently verify every Output. Before using any Output for any purpose — including preparing or submitting a bid, ordering materials, pricing a job, scheduling labor, or performing construction — you are solely responsible for reviewing and independently verifying all quantities, measurements, scope, assumptions, and pricing against the underlying source documents and field conditions.

(c) No reliance. You assume all risk arising from your use of, or reliance on, any Output. Vereyo does not guarantee that any Output is accurate, complete, current, or suitable for any particular project, bid, or purpose, and Vereyo makes no representation regarding the correctness of any takeoff, measurement, estimate, or scale.

(d) No professional relationship. Use of the Service does not create any estimator-client, engineer-client, or other professional relationship between you and Vereyo.

9. Disclaimer of Warranties

THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY LAW, VEREYO AND ITS SUPPLIERS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, VEREYO DOES NOT WARRANT THAT THE SERVICE OR ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, ERROR-FREE, OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF HARMFUL COMPONENTS. ANY MEASUREMENT, QUANTITY, TAKEOFF, SCALE, OR ESTIMATE PRODUCED BY THE SERVICE MAY BE WRONG, AND YOU USE IT AT YOUR OWN RISK.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) No indirect damages. IN NO EVENT WILL VEREYO OR ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BIDS, BUSINESS, GOODWILL, DATA, OR ANTICIPATED SAVINGS, OR FOR COST OVERRUNS, RE-WORK, MATERIAL OR LABOR COSTS, BID LOSSES, OR LOST OR UNPROFITABLE JOBS, ARISING OUT OF OR RELATED TO THE SERVICE OR ANY OUTPUT, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER THEORY, AND WHETHER OR NOT VEREYO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

(b) Liability cap. VEREYO'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (i) THE TOTAL FEES YOU PAID TO VEREYO FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED U.S. DOLLARS (US$100).

(c) Basis of the bargain. THE LIMITATIONS IN THIS SECTION AND IN SECTION 9 ARE A FUNDAMENTAL BASIS OF THE BARGAIN BETWEEN YOU AND VEREYO AND APPLY EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

11. Indemnification

You will defend, indemnify, and hold harmless Vereyo and its officers, directors, employees, and agents from and against any and all claims, demands, suits, proceedings, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your Customer Content; (b) your use of the Service or any Output, including any bid, estimate, order, or construction work based on an Output; (c) your violation of these Terms or any law; or (d) your violation of any third-party right.

12. Term, Suspension, and Termination

These Terms apply for as long as you use the Service. You may stop using the Service and cancel your account at any time. We may suspend or terminate your access at any time if you breach these Terms, if required by law, or to protect the Service or other users. Upon termination, your license to use the Service ends. Sections that by their nature should survive termination (including Sections 3, 8–11, 13–17) survive.

We have no obligation to retain Customer Content after termination and may delete it in the ordinary course; export your data before terminating if you need it.

13. Feedback

If you give us suggestions or feedback about the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use it without restriction or compensation to you.

14. Changes to These Terms

We may update these Terms from time to time. If we make material changes, we will provide notice (for example, by posting the updated Terms with a new effective date or by email). Changes are effective when posted unless stated otherwise. Your continued use of the Service after changes take effect constitutes acceptance.

15. Governing Law

These Terms and any dispute arising out of or related to them or the Service are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. Subject to Section 16, the state and federal courts located in Delaware will have exclusive jurisdiction, and you consent to personal jurisdiction and venue there.

16. Dispute Resolution; Arbitration; Class Waiver

Please read this Section carefully — it affects your legal rights.

(a) Informal resolution. Before filing a claim, you agree to first contact us at legal@vereyo.com and attempt to resolve the dispute informally for at least 30 days.

(b) Binding arbitration. Except for claims that qualify for small-claims court and claims for injunctive relief relating to intellectual property or unauthorized use of the Service, any dispute arising out of or related to these Terms or the Service will be resolved by final and binding arbitration administered by a recognized arbitration provider under its commercial rules, conducted in Delaware (or by video, where available). Judgment on the award may be entered in any court of competent jurisdiction.

(c) Class action waiver. YOU AND VEREYO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

(d) If this Section is found unenforceable, the dispute will be resolved in the courts identified in Section 15.

17. General

(a) Entire agreement. These Terms (with the Privacy Policy and any order you enter with us) are the entire agreement between you and Vereyo regarding the Service and supersede all prior agreements on that subject.

(b) Assignment. You may not assign these Terms without our prior written consent. We may assign them freely, including in connection with a merger, acquisition, or sale of assets.

(c) Severability. If any provision is held unenforceable, the remaining provisions remain in effect, and the unenforceable provision will be modified to the minimum extent necessary.

(d) No waiver. Our failure to enforce any provision is not a waiver of our right to do so later.

(e) Force majeure. We are not liable for any failure or delay caused by events beyond our reasonable control.

(f) Notices. We may give notices by email to the address on your account or by posting in the Service. Send legal notices to us at legal@vereyo.com and TopMail, Inc., 16192 Coastal Highway, Lewes, DE 19958.

(g) Relationship. You and Vereyo are independent contractors; these Terms create no partnership, agency, or employment relationship.

TopMail, Inc. (d/b/a Vereyo) · 16192 Coastal Highway, Lewes, DE 19958 · legal@vereyo.com