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Contract terms for use of BOMSync · Skip to terms

Review candidate. These legal documents are not yet approved for publication. Target effective date: 2026-10-01.

Version 2.2 · Effective 2026-10-01 · Last updated 2026-09-13

Version 2.2 --- Effective [2026-10-01] · Last updated 2026-09-13

Plain-language summary (not part of the Agreement). You keep your data. We keep the platform. You pay for the seats and capacity you order. We protect your confidential information and defend you against third-party IP claims arising from the Service. BOMSync produces quantities, bills of materials, cost figures, and optimization results that are decision support --- your licensed professionals remain responsible for verifying them before you build or buy. Disputes are governed by Texas law. If anything in this summary conflicts with the sections below, the sections below control.

1. Definitions

"Affiliate" means any entity that controls, is controlled by, or is under common control with a party, where "control" means ownership of more than 50% of voting interests.

"Agreement" means these Terms, each Order Form, the Privacy Policy, the DPA (where applicable), the Acceptable Use Policy, the Support & Service Level Schedule, and any other document expressly incorporated by reference.

"Authorized User" means an individual employee, contractor, consultant, or agent of Customer or its Affiliates whom Customer permits to access the Service under a licensed seat.

"Confidential Information" has the meaning in Section 12.

"Customer" means the entity or individual entering into this Agreement.

"Customer Data" means all data, files, models, drawings, families, bills of materials, specifications, supplier and pricing information, documents, and other content that Customer or its Authorized Users submit to or generate through the Service, excluding Service Data.

"Documentation" means the then-current published user and technical documentation for the Service.

"Order Form" means an ordering document, online checkout, or written quote referencing these Terms that specifies the subscription tier, seat counts and types, capacity entitlements, term, and fees.

"Output" means quantities, takeoffs, bills of materials, cost estimates, schedules, optimization or solver results, forecasts, classifications, summaries, and other material generated by the Service (including AI Features) from Customer Data.

"Service" means the BOMSync platform, including the web application, APIs, authoring add-ins (including BOMSync|Revit), mobile and field interfaces, and any related software made available by BOMSync.

"Service Data" means technical and usage telemetry, logs, security event records, performance metrics, and aggregated or de-identified statistics generated by BOMSync in operating the Service.

"Subscription Term" means the term specified in an Order Form, including renewals.

2. Agreement structure and order of precedence

This Agreement is formed when Customer accepts these Terms, executes an Order Form, or accesses the Service, whichever occurs first. Where documents conflict, the following order of precedence applies:

  1. A mutually executed enterprise agreement or master services agreement, if any
  2. The applicable Order Form
  3. The Data Processing Addendum
  4. These Terms
  5. The Support & Service Level Schedule and Acceptable Use Policy
  6. The Documentation

Customer purchase orders, vendor portals, click-through supplier terms, and similar customer-issued documents are for Customer's administrative convenience only. Any preprinted or additional terms in them are void and have no effect, even if BOMSync accepts, acknowledges, or invoices against them.

3. Who we are; contracting entity

The Service is provided by BOMSync, Inc., a Texas C-Corporation with its principal office at 809 Paleface RR South, Spicewood, Texas 78669, United States ("BOMSync," "we," "us"). BOMSync, Inc. is the sole contracting party for all customers worldwide, regardless of Customer's location or the region in which Customer Data is hosted.

Legal notices: legal@bomsync.com Privacy and data protection: privacy@bomsync.com Security: security@bomsync.com

4. Acceptance and authority

By accessing or using the Service, or by executing an Order Form, Customer agrees to this Agreement. The individual accepting represents that they are at least 18 years old and have authority to bind the entity identified. If no entity is identified, the individual accepts personally.

The Service is offered exclusively on a business-to-business basis. By accepting this Agreement, Customer represents that it is acquiring the Service for business or professional purposes and not as a consumer. Customer is not eligible to use the Service for personal, family, or household purposes, and BOMSync may decline or terminate any registration that appears to be consumer in nature.

Customers established in the European Union, the United Kingdom, or any other jurisdiction operating a value added tax, goods and services tax, or similar regime must provide the tax identification details required under Section 14.7 as a condition of registration.

5. The Service

5.1 Provision

Subject to this Agreement and payment of applicable fees, BOMSync grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Service and Documentation for Customer's internal business purposes, up to the entitlements stated in the Order Form.

5.2 Changes to the Service

BOMSync may modify, enhance, or replace features of the Service. BOMSync will not materially degrade the core functionality of a paid subscription during a Subscription Term without at least sixty (60) days' prior notice. If a material degradation is not remedied within thirty (30) days of Customer's written objection, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees.

Deprecation of a generally available API version will be announced at least twelve (12) months in advance, except where a shorter period is required for security, legal, or third-party licensing reasons.

5.3 Beta, preview, and evaluation features

Features designated as beta, preview, early access, experimental, or evaluation ("Beta Features") are provided as is, without warranty, support, or service level commitment, and may be modified or withdrawn at any time. BOMSync's aggregate liability arising from Beta Features is limited to US$100. Where a separate Beta Participant NDA applies, that document governs confidentiality of the Beta Feature itself.

5.4 Third-party platforms, integrations, and catalog data

The Service interoperates with third-party platforms and data sources, including CAD/BIM authoring tools, ERP and accounting systems, manufacturer and distributor catalogs, logistics providers, and identity providers ("Third-Party Services"). BOMSync does not control Third-Party Services and makes no representation regarding their availability, accuracy, pricing, lead times, security, or continued interoperability. Customer's use of a Third-Party Service is governed by that provider's terms. If a Third-Party Service changes or ceases to make an interface available, BOMSync may modify or discontinue the corresponding integration without liability.

Manufacturer catalog data, supplier pricing, availability, and lead-time information surfaced through the Service originate from third parties or from Customer Data and are indicative only. Customer must confirm commercial terms directly with its suppliers.

5.5 AI and machine-assisted features

Certain features use machine learning, large language models, and optimization solvers ("AI Features"). Customer acknowledges and agrees that:

  • a. BOMSync does not use Customer Data or Output to train, fine-tune, or improve any general-purpose or foundation model, and contractually prohibits its AI subprocessors from doing so.
  • b. AI Features are probabilistic. Output may be incomplete, inaccurate, or unsuitable for a given purpose, and identical inputs may produce different results.
  • c. Customer is solely responsible for human review and validation of Output before relying on it for design, procurement, manufacturing, installation, payment, or regulatory submission.
  • d. As between the parties, Output derived from Customer Data is treated as Customer Data. BOMSync makes no representation that Output is original, non-infringing, or eligible for intellectual property protection.
  • e. Customer will not use AI Features to make decisions producing legal or similarly significant effects on natural persons without meaningful human review.
  • f. BOMSync's current AI subprocessors are listed at /legal/subprocessors.
  • g. Customer-provided AI credentials (BYOK). Where supported, Customer may configure AI Features using credentials or API keys supplied by Customer for a supported third-party AI service. BOMSync stores Customer-supplied AI credentials in Azure Key Vault and uses them solely to perform AI requests initiated or configured by Customer. BOMSync does not log those credentials or display them back in plaintext after storage. Customer's own agreement with its selected AI provider governs that provider's processing, including retention, residency, model-training, and other provider-side terms. Customer is responsible for determining whether those terms are appropriate for Customer Data. BOMSync's own security, confidentiality, and data-minimization obligations continue to apply to BOMSync's handling of the credential and request. BYOK applies to supported tenant AI Features but does not replace BOMSync-managed Azure AI Document Intelligence processing where that service is required by the feature.

6. Accounts, Authorized Users, and Affiliates

6.1 Account security. Customer is responsible for credentials issued under its account, for all activity occurring under them, and for promptly notifying security@bomsync.com of suspected compromise. Where the Service offers single sign-on, multi-factor authentication, or conditional access, BOMSync strongly recommends Customer enable them.

6.2 Seats. Seats are assigned to named individuals and may not be shared. A seat may be permanently reassigned to a new individual when the prior holder no longer requires access; it may not be rotated among individuals to circumvent seat counts.

6.3 Responsibility for Authorized Users. Customer is responsible for its Authorized Users' compliance with this Agreement, and any act or omission by an Authorized User that would breach this Agreement is a breach by Customer.

6.4 Affiliates. Customer's Affiliates may use the Service under Customer's Order Form if Customer remains jointly and severally responsible for their compliance and for all fees. Affiliates may also execute their own Order Forms referencing these Terms, in which case the contracting Affiliate is the "Customer" for that Order Form.

6.5 Contractors and project participants. Customer may permit its contractors, design consultants, subcontractors, and suppliers to access the Service as Authorized Users for Customer's projects, provided they are bound to obligations no less protective than this Agreement and Customer remains responsible for them.

6.6 Usage verification. No more than once per twelve (12) months, and on thirty (30) days' notice, BOMSync may review Customer's use of the Service to verify compliance with Order Form entitlements. Verification will use the Service's own administrative telemetry wherever possible and will not require access to Customer Data content. If under-licensing is identified, Customer will purchase the additional entitlements at list price, prorated to the remainder of the Subscription Term.

7. Acceptable use and restrictions

Customer will not, and will not permit any Authorized User or third party to:

  • a. Use the Service in violation of applicable law, or to store or transmit unlawful, infringing, defamatory, or harmful material.
  • b. Upload or transmit malware, or interfere with or disrupt the integrity, security, or performance of the Service or its underlying infrastructure.
  • c. Attempt to gain unauthorized access to the Service, other customers' environments, or related systems, or circumvent authentication, authorization, rate limits, or usage metering.
  • d. Reverse engineer, decompile, or disassemble the Service, or attempt to derive source code, models, algorithms, or solver logic, except to the extent this restriction is unenforceable under applicable law (including Article 6 of Directive 2009/24/EC) and Customer has first requested the necessary interoperability information from BOMSync in writing.
  • e. Scrape, crawl, bulk-export, or systematically extract data from the Service other than through documented APIs and export functions, within published rate limits.
  • f. Use the Service, Documentation, or Output to build, train, or benchmark a competing product or service, or publish performance benchmarks without BOMSync's prior written consent.
  • g. Resell, sublicense, rent, timeshare, or operate the Service as a service bureau for third parties, except as expressly permitted in an Order Form.
  • h. Remove, obscure, or alter proprietary notices.
  • i. Upload, transmit, or store technical data subject to the International Traffic in Arms Regulations (ITAR, 22 C.F.R. Parts 120--130), classified or controlled unclassified information requiring a government facility clearance, or any data subject to a contractual or statutory requirement that it be stored exclusively within a specified country. Customer acknowledges that the Service hosts data outside the United States as described in Section 9.5, and is solely responsible for determining whether its data may lawfully be stored in those regions.
  • j. Upload protected health information, payment card data subject to PCI DSS, biometric identifiers, or children's personal data, unless expressly agreed in a signed addendum.

Additional detail is set out in the Acceptable Use Policy, which is incorporated by reference.

7.1 Copyright policy. Copyright complaints concerning Customer Data hosted through the Service are handled under the DMCA Copyright Policy. The designated agent for notices under 17 U.S.C. § 512 is Legal Compliance, BOMSync, Inc. at dmca@bomsync.com.

7.2 DMCA notice-and-takedown. If BOMSync receives a valid DMCA notice that complies with Section 512(c)(3), BOMSync will act expeditiously to remove or disable access to the material identified, and will notify the affected customer as described in the DMCA Copyright Policy.

7.3 Counter-notices. A customer that believes material was removed or disabled by mistake or misidentification may submit a counter-notice as described in the DMCA Copyright Policy. BOMSync may restore the material within the time frames set out in 17 U.S.C. § 512(g) unless the complaining party notifies BOMSync that it has filed a court action.

7.4 Repeat infringers. BOMSync may suspend or terminate access for customers or Authorized Users who are repeat infringers of copyright or other intellectual property rights, as described in the DMCA Copyright Policy and Section 8.

8. Suspension

BOMSync may suspend Customer's or an Authorized User's access, in whole or in part, where:

  • a. there is a material risk to the security, integrity, or availability of the Service or other customers;
  • b. Customer's use violates Section 7 or applicable law;
  • c. suspension is required by law, court order, or sanctions authority; or
  • d. fees remain unpaid more than thirty (30) days after written notice of non-payment; or
  • e. the customer or an Authorized User is a repeat infringer of copyright or other intellectual property rights, as described in Section 7.4 and the DMCA Copyright Policy.

Except where immediate action is necessary to address an active security threat or legal requirement, BOMSync will give reasonable advance notice and a reasonable opportunity to cure. BOMSync will limit any suspension in scope and duration to what is reasonably necessary, and will restore access promptly once the cause is resolved. Suspension under (b) or (d) does not relieve Customer of payment obligations.

9. Customer Data

9.1 Ownership. As between the parties, Customer owns all right, title, and interest in Customer Data, including all intellectual property rights.

9.2 License to BOMSync. Customer grants BOMSync and its subprocessors a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and create derivative works of Customer Data solely to (i) provide, maintain, secure, and support the Service, (ii) prevent or address technical or security issues, (iii) comply with law, and (iv) perform the functions Customer initiates. This license terminates when Customer Data is deleted under Section 9.6, subject to backup expiry and legal retention obligations.

9.3 Customer responsibilities. Customer represents that it has all rights and consents necessary to submit Customer Data to the Service and to grant the license above, including with respect to third-party BIM models, families, manufacturer content, and supplier pricing that Customer uploads. Customer is responsible for the accuracy, quality, and legality of Customer Data.

9.4 Service Data. BOMSync may collect and use Service Data to operate, secure, analyze, and improve the Service and to produce aggregated industry benchmarks. BOMSync will not disclose Service Data in a form that identifies Customer, its Authorized Users, its projects, its suppliers, or its pricing without Customer's prior written consent.

9.5 Hosting, regions, and data residency.

(a) Infrastructure. The Service is hosted on Microsoft Azure. A current list of production regions and the categories of data hosted in each is published at /legal/regions.

(b) Default regions. Unless an Order Form specifies otherwise:

Data category Default region

Identity, authentication, and France Central (EU) account records

Primary pooled application France Central (EU) databases

Object and document storage (Azure France Central (EU) and East US Blob)

Customer Data stored in the EU is subject to the protections of EU law, including the GDPR. Blob storage region is assigned per tenant or per project at provisioning; Customer may request its configuration at any time via privacy@bomsync.com.

(c) Regional expansion. BOMSync may add production regions as the Service scales, and may provision new tenants, new projects, or new object storage in a region closer to Customer. BOMSync will not relocate Customer Data at rest out of the European Economic Area into a non-EEA region without at least thirty (30) days' prior written notice. If Customer objects in writing before the effective date and BOMSync proceeds, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees. Adding a region, or relocating Customer Data into a region Customer has requested, does not require notice under this paragraph.

(d) Access from other jurisdictions. BOMSync personnel and subprocessors located in the United States and elsewhere may access Customer Data as necessary to operate, support, and secure the Service. Where such access constitutes a transfer of personal data out of the EEA or the United Kingdom, it is governed by the Data Processing Addendum, including the EU Standard Contractual Clauses and the UK International Data Transfer Addendum.

(e) No residency guarantee absent an Order Form. Except where a specific residency commitment is stated in an Order Form, BOMSync makes no representation that Customer Data will be stored in, or excluded from, any particular country or region. Customers with statutory, contractual, or public-procurement residency requirements must obtain a written residency commitment in an Order Form before uploading regulated data. Regional deployments and single-region isolation may carry additional fees.

(f) Backups and resilience. Backups and disaster-recovery replicas are stored within the same geography as the corresponding primary data unless an Order Form states otherwise.

9.6 Retention, export, and deletion.

(a) During the Subscription Term. Customer may export Customer Data at any time using the Service's self-service export functions and documented APIs that BOMSync designates as export-ready.

(b) Export Window. Following expiry or termination, BOMSync will retain Customer Data in a retrievable state for thirty (30) days (the "Export Window"). During the Export Window, Customer's Authorized Users receive read-only export access — sufficient to retrieve Customer Data using the export methods in subsection (c), but not to continue routine operational use of the Service (creating or editing records, running workflows, or consuming paid capacity except as needed to complete exports). BOMSync may suspend export access if fees remain unpaid after the effective termination date or if export activity threatens platform stability or other customers.

(c) Permitted export methods. Subject to Section 13.1, Customer may retrieve Customer Data during the Subscription Term and Export Window through:

  • Tabular exports — CSV or Excel files for major business lists and operational records (for example clients, projects, drawings, bills of materials, procurement records, and work orders). Exports present human-readable business labels for related records (such as project codes, names, and document titles) rather than raw internal database identifiers, unless an Order Form expressly permits integration identifiers for a named system.
  • File and collateral exports — organized downloads of Customer-uploaded and Customer-generated files stored in BOMSync blob storage (including document attachments, exports, and other non-database collateral), using folder structures described in the Data Export & Departure Policy.
  • Export-ready APIs — read-only calls to API operations BOMSync publishes in its export-ready API catalog for the Customer's plan. Until that catalog is published for a given dataset, API export for that dataset is not guaranteed.

BOMSync does not provide raw database dumps, schema exports, SQL backups, replication feeds, or copies of BOMSync proprietary data models, algorithms, or user-interface code. Customer Data exports are intended for Customer's records, continuity, and lawful downstream use — not to replicate the Service or transfer BOMSync intellectual property.

(d) Deletion. After the Export Window, BOMSync will delete Customer Data from production systems within thirty (30) days and from backups in accordance with its backup rotation schedule (currently no more than 90 days), except where retention is required by law.

(e) Certification. On written request made during the Export Window, BOMSync will provide a certificate of deletion when deletion is complete.

(f) Assisted export and extended retention. Complex migrations, large-scale blob packaging, custom field mappings, or exports beyond self-service tools may be ordered as professional services under a separate statement of work or professional services agreement. Fees are quoted based on scope, data volume, and timing — see the Data Export & Departure Policy for typical industry ranges. Extended retention beyond the Export Window is available only by written agreement before the Export Window ends.

9.7 Government and law enforcement requests. If BOMSync receives a binding request from a government, law enforcement, or regulatory authority for Customer Data, BOMSync will:

  • a. redirect the requesting authority to Customer wherever legally possible;
  • b. notify Customer promptly, unless prohibited by law, and where prohibited, seek a waiver or challenge the prohibition and notify Customer as soon as permitted;
  • c. challenge requests that are overbroad, unlawful, or conflict with the law of the jurisdiction in which the data is held, including by seeking interim relief where a reasonable basis exists;
  • d. disclose only the minimum data necessary to comply with a valid, legally binding request; and
  • e. maintain records of such requests and publish aggregate statistics no less than annually.

BOMSync has not received, and to date has not been subject to, any order requiring it to provide a government with direct or unrestricted access to Customer Data, and has not built any back door, bypass, or undisclosed access mechanism into the Service.

10. Privacy and data protection

BOMSync processes personal data as described in the Privacy Policy. Where Customer acts as a controller (or business) and BOMSync acts as a processor (or service provider) in respect of personal data contained in Customer Data, the Data Processing Addendum applies and is incorporated by reference. The DPA includes the EU Standard Contractual Clauses and the UK International Data Transfer Addendum where relevant.

In the event of conflict between the DPA and these Terms regarding the processing of personal data, the DPA controls.

11. Security

BOMSync will maintain an information security program with administrative, physical, and technical safeguards designed in alignment with recognized industry frameworks, including ISO/IEC 27001 and the SOC 2 Trust Services Criteria, and designed to protect Customer Data against unauthorized access, disclosure, alteration, or destruction, appropriate to the nature of the data and the risks involved. Current measures are described in the Security Overview, which BOMSync may update provided it does not materially reduce the overall level of protection.

BOMSync does not represent that it holds a current ISO/IEC 27001 certification or a completed SOC 2 attestation, and Customer will not represent otherwise. BOMSync will update the Security Overview if and when certification or attestation is obtained.

BOMSync will notify Customer without undue delay, and in any event within seventy-two (72) hours, after confirming a security incident that resulted in unauthorized access to or disclosure of Customer Data, and will provide information reasonably available to Customer about the incident and remediation steps.

12. Confidentiality

12.1 Definition. "Confidential Information" means non-public information disclosed by one party to the other that is designated confidential or that a reasonable person would understand to be confidential given its nature and the circumstances. Customer Data is Customer's Confidential Information. The Service, Documentation, pricing, roadmap, and non-public technical information are BOMSync's Confidential Information.

12.2 Obligations. The receiving party will (a) protect Confidential Information using at least the degree of care it uses for its own confidential information of like importance, and no less than reasonable care; (b) use it only to perform under this Agreement; and (c) disclose it only to personnel, Affiliates, advisors, and subprocessors who need it and are bound by confidentiality obligations at least as protective.

12.3 Exclusions. Obligations do not apply to information that is or becomes public without breach, was rightfully known without restriction before disclosure, is rightfully received from a third party without restriction, or is independently developed without use of the Confidential Information.

12.4 Compelled disclosure. A party may disclose Confidential Information where required by law or legal process, provided it gives prompt notice (where legally permitted) and reasonable cooperation to seek protective treatment.

12.5 Duration. Confidentiality obligations survive for five (5) years after termination, except that trade secrets remain protected for as long as they qualify as trade secrets under applicable law, and Customer Data remains protected indefinitely.

13. Intellectual property; feedback; marks

13.1 BOMSync IP. The Service, Documentation, underlying software, data models, schemas, algorithms, solver logic, user interfaces, and all improvements are and remain the exclusive property of BOMSync and its licensors. All rights not expressly granted are reserved. No rights are granted by implication or estoppel.

13.2 Feedback. If Customer or an Authorized User provides suggestions, feature requests, or other feedback, BOMSync may use and exploit it without restriction, obligation, or compensation. Feedback is provided voluntarily and is not Customer's Confidential Information, provided BOMSync will not identify Customer as the source without consent.

13.3 Trademarks. "BOMSync," "BOMSync|Revit," and the BOMSync logo are trademarks of BOMSync, Inc. Customer may use them only to identify its use of the Service and in accordance with any published brand guidelines. Autodesk, Revit, Microsoft, Azure, and other third-party marks are the property of their respective owners; BOMSync is not affiliated with or endorsed by them unless expressly stated.

13.4 Open source. The Service incorporates open source components licensed under their own terms, which prevail over this Agreement to the extent of any conflict as to those components. A current notice file is available on request.

13.5 Patents. See the Intellectual Property Notice. Nothing in this Agreement grants Customer a license to any BOMSync patent other than as strictly necessary to use the Service as permitted.

14. Fees, invoicing, and taxes

14.1 Fees. Customer will pay the fees stated in the applicable Order Form. Unless stated otherwise, fees are quoted and payable in United States Dollars (USD), are based on entitlements purchased rather than actual usage, and are non-cancelable and non-refundable except as expressly provided in this Agreement.

14.2 Invoicing and payment. Subscription fees are invoiced annually in advance unless the Order Form states otherwise. Invoices are payable within thirty (30) days of the invoice date. Self-service subscriptions are charged to the payment method on file in advance of each billing period.

14.3 Late payment. Undisputed amounts not paid when due accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, from the due date until paid. Customer will reimburse reasonable costs of collection, including attorneys' fees. Customer must notify BOMSync of any good-faith fee dispute within thirty (30) days of the invoice date; disputed amounts are not subject to interest or suspension while the dispute is being resolved in good faith.

14.4 Mid-term additions. Additional seats or capacity added mid-term are charged at the rates in the then-current Order Form, prorated to the remainder of the Subscription Term and co-terminating with it. Seat counts may not be reduced mid-term.

14.5 Renewal pricing. Unless the Order Form states otherwise, renewal fees are the then-current list price for the renewing entitlements, and BOMSync will give at least sixty (60) days' notice before a renewal price increase takes effect. Absent such notice, renewal occurs at the prior term's rates.

14.6 Taxes. Fees exclude all taxes, levies, and duties, including sales, use, VAT, GST, and similar taxes. Customer is responsible for such amounts, excluding taxes based on BOMSync's net income, property, or employees.

14.7 Business status and reverse charge. BOMSync supplies the Service on a business-to-business basis from outside the European Union. Accordingly:

  • (a) Customers established in the EU must provide a valid intra-community VAT identification number at registration, which BOMSync or its payment processor will verify against the EU VIES system. Where verification succeeds, BOMSync will invoice without VAT and Customer will self-account under the reverse charge mechanism pursuant to Article 196 of Directive 2006/112/EC. Customer's invoice will carry the required reverse-charge mention.
  • (b) Customers established in the EU that do not hold a VIES-registered VAT identification number --- including those benefiting from a small-business exemption --- must instead provide alternative evidence of business status satisfactory to BOMSync, such as a national business registration number, a commercial register extract, or a certificate of taxable status issued by their tax authority.
  • (c) Customer warrants that the details it provides are accurate and complete, that it is receiving the Service as a taxable person acting as such, and that it will notify BOMSync within thirty (30) days if its status or identification number changes.
  • (d) Where Customer fails to provide valid details under (a) or (b), or where the details provided prove to be inaccurate, BOMSync may charge any VAT or equivalent tax properly due, decline or suspend registration, or require prepayment of the applicable tax. Customer will reimburse BOMSync for any tax, interest, or penalty assessed against BOMSync as a result of inaccurate details supplied by Customer.
  • (e) Customers in the United Kingdom and in other jurisdictions operating equivalent regimes are subject to the corresponding requirements under local law.

14.8 Withholding. If Customer is required by law to withhold tax from payments, Customer will gross up the payment so BOMSync receives the full invoiced amount, and will promptly provide official withholding certificates.

14.9 Purchasing through a reseller. Where Customer purchases through an authorized reseller or marketplace, payment terms are between Customer and that reseller; this Agreement still governs Customer's use of the Service. BOMSync's obligations run only to the extent the reseller has paid for the corresponding entitlements.

14.10 United States sales and use tax. BOMSync is established in the State of Texas. Certain US states, including Texas, treat software-as-a-service as a taxable service. Where BOMSync is registered and required to collect sales or use tax, it will add that tax to the invoice.

  • (a) Location of use. Where a state apportions tax by reference to the location from which the Service is used, Customer will provide and maintain accurate information about the primary business location of each Authorized User, and will update it when it changes. BOMSync may rely on that information, and on the billing address and other location data associated with the account, in determining the tax due.
  • (b) Exemption certificates. A Customer claiming exemption must provide a valid, properly completed exemption or resale certificate for the relevant jurisdiction before the tax would otherwise be charged. BOMSync will apply the exemption prospectively from receipt of a valid certificate. Customer is responsible for the accuracy of any certificate it provides and for notifying BOMSync if it ceases to qualify.
  • (c) Reimbursement. Customer will reimburse BOMSync for any sales or use tax, interest, or penalty assessed against BOMSync as a result of inaccurate location information or an invalid exemption certificate supplied by Customer.

14.11 Payment processing. BOMSync uses a third-party payment processor to accept payment and to determine and collect applicable taxes. Customer authorizes BOMSync and its processor to charge the payment method on file for all amounts due. BOMSync does not store full payment card numbers; card data is captured and held by the processor in a payment-card-industry-compliant environment. Customer's use of the payment method is additionally subject to the processor's terms, and Customer represents that it is authorized to use the payment method provided. Customer will raise any billing dispute with BOMSync under Section 14.3 rather than by initiating a chargeback; BOMSync may suspend the account under Section 8(d) where a chargeback is initiated in respect of an undisputed amount.

15. Term, renewal, and termination

15.1 Term. This Agreement begins on the earlier of Customer's acceptance or first access, and continues until all Subscription Terms have expired or been terminated.

15.2 Renewal. Each Subscription Term renews automatically for successive periods of equal length unless either party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term. Self-service subscriptions may be cancelled at any time through the account settings, effective at the end of the current billing period.

15.3 Termination for cause. Either party may terminate this Agreement or an affected Order Form on written notice if the other party materially breaches and fails to cure within thirty (30) days of written notice describing the breach. BOMSync may terminate immediately for breach of Section 7(a), 7(b), 7(c), 7(i), or Section 20.

15.4 Termination for insolvency. Either party may terminate immediately if the other becomes insolvent, makes a general assignment for the benefit of creditors, or becomes subject to bankruptcy or similar proceedings not dismissed within sixty (60) days.

15.5 Effect of termination. On expiry or termination: (a) all licenses granted to Customer end and routine operational access ceases, except that during the Export Window Section 9.6(b) grants read-only export access as needed to retrieve Customer Data; (b) Customer will pay all amounts accrued through the effective date; (c) if Customer terminates for BOMSync's uncured material breach, BOMSync will refund prepaid, unused fees for the remainder of the Subscription Term; (d) if BOMSync terminates for Customer's uncured material breach, no refund is due; and (e) Section 9.6 governs Customer Data retention, export, and deletion.

15.6 Survival. Sections 1, 7, 9.1, 9.4, 9.6, 12, 13, 14 (for accrued amounts), 15.5, 15.6, 17, 18, 19, 20, 22, 26, and 28 survive termination.

16. Warranties

16.1 Mutual. Each party represents that it has the authority to enter into this Agreement and that doing so does not breach any other agreement.

16.2 BOMSync warranties. BOMSync warrants that, during the Subscription Term:

  • a. the Service will perform materially in accordance with the Documentation;
  • b. it will provide the Service with reasonable skill and care consistent with generally accepted industry standards;
  • c. it will not materially decrease the security protections applicable to Customer Data; and
  • d. it will use commercially reasonable, industry-standard means to scan for and prevent introduction of malware into the Service.

16.3 Exclusive remedy. For breach of Section 16.2(a), BOMSync will use commercially reasonable efforts to correct the non-conformity. If it fails to do so within thirty (30) days of Customer's written notice, Customer may terminate the affected subscription and receive a pro-rata refund of prepaid, unused fees. This is Customer's sole remedy for breach of that warranty.

16.4 Service levels. Availability commitments and service credits, if any, are set out in the Support & Service Level Schedule. Service credits are Customer's sole and exclusive remedy for failure to meet an availability commitment.

17. Disclaimers

17.1 General. EXCEPT AS EXPRESSLY STATED IN SECTION 16, THE SERVICE, DOCUMENTATION, AND OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, BOMSYNC DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. BOMSYNC DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT OUTPUT WILL BE ACCURATE OR COMPLETE.

17.2 No professional advice; independent verification. Customer acknowledges that the Service is a decision-support and information-management tool. Output --- including quantities, takeoffs, bills of materials, cost estimates, procurement recommendations, schedules, sequencing, and solver or optimization results --- is derived from Customer Data and third-party inputs and must be independently verified by Customer's qualified personnel before use.

BOMSync does not provide architectural, engineering, surveying, construction management, quantity surveying, estimating, safety, legal, tax, accounting, insurance, or investment advice. Nothing in this Agreement creates a design professional, contractor, or fiduciary relationship. BOMSync is not responsible for construction means, methods, techniques, sequences, procedures, site safety, or for compliance of any project with building codes, permits, standards, or contractual requirements. Responsibility for the design, buildability, safety, and regulatory compliance of any project remains exclusively with Customer and its licensed professionals.

17.3 Standards and information management. The Service includes functionality intended to support information-management workflows aligned with standards including ISO 19650 and quality-management practices aligned with ISO 9001. Use of the Service does not by itself achieve, demonstrate, or confer conformity, accreditation, or certification under any standard. Responsibility for establishing and demonstrating conformity on any project rests with Customer.

17.4 Not a party to Customer's transactions. BOMSync is not a buyer, seller, broker, agent, freight forwarder, customs agent, or party to any purchase order, subcontract, supply agreement, or transaction that Customer creates, transmits, or manages using the Service. BOMSync makes no representation regarding any supplier's identity, solvency, capability, pricing, lead times, certifications, or performance, and has no responsibility for the formation, validity, enforceability, or performance of any such transaction.

17.5 High-risk uses. The Service is not designed or intended for use in circumstances where failure or inaccuracy could reasonably be expected to lead to death, personal injury, or severe environmental or property damage, including life-support systems, emergency response, or real-time control of physical plant or machinery. Customer will not use the Service for such purposes.

18. Indemnification

18.1 By BOMSync. BOMSync will defend Customer, its Affiliates, and their officers, directors, and employees against any third-party claim alleging that Customer's authorized use of the Service infringes a patent, copyright, trademark, or trade secret of that third party, and will pay damages and costs finally awarded, or amounts in a settlement BOMSync approves.

BOMSync has no obligation under Section 18.1 to the extent the claim arises from: (a) Customer Data or Output derived from it; (b) modification of the Service by anyone other than BOMSync; (c) combination of the Service with products, data, or services not supplied by BOMSync, where the claim would not have arisen but for the combination; (d) use of the Service in breach of this Agreement or after notice to discontinue; (e) Beta Features or free offerings; or (f) Third-Party Services.

Remedies. If the Service becomes, or BOMSync reasonably believes it may become, the subject of an infringement claim, BOMSync may at its option and expense (i) procure the right for Customer to continue using it, (ii) modify or replace it so it is non-infringing while materially preserving functionality, or (iii) if neither is commercially reasonable, terminate the affected subscription on notice and refund prepaid, unused fees. Section 18.1 states BOMSync's entire liability and Customer's exclusive remedy for third-party intellectual property claims.

18.2 By Customer. Customer will defend BOMSync, its Affiliates, and their officers, directors, and employees against any third-party claim arising from: (a) Customer Data, including a claim that it infringes intellectual property rights or violates privacy or publicity rights; (b) Customer's use of the Service in breach of Section 7, Section 17.5, or applicable law; (c) Customer's projects, designs, construction, or procurement decisions, including claims by Customer's clients, contractors, suppliers, or end users; or (d) Customer's breach of Section 20. Customer will pay damages and costs finally awarded, or amounts in a settlement Customer approves.

18.3 Process. The indemnified party will (a) promptly notify the indemnifying party in writing (delay excuses the indemnity only to the extent it causes prejudice), (b) give the indemnifying party sole control of the defense and settlement, provided no settlement imposing a non-monetary obligation or admission on the indemnified party may be made without its consent (not unreasonably withheld), and (c) provide reasonable cooperation at the indemnifying party's expense. The indemnified party may participate with its own counsel at its own cost.

19. Limitation of liability

19.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOSS OF GOODWILL, BUSINESS INTERRUPTION, PROJECT DELAY, COST OF COVER, REWORK, OR LIQUIDATED DAMAGES PAYABLE TO THIRD PARTIES, WHETHER IN CONTRACT, TORT, OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY.

19.2 General cap. EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE AMOUNTS PAID OR PAYABLE BY CUSTOMER UNDER THE APPLICABLE ORDER FORM IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

19.3 Claims subject to the general cap. For clarity, claims arising from (a) breach of confidentiality obligations under Section 12, (b) BOMSync's breach of its security obligations under Section 11 resulting in unauthorized disclosure of Customer Data, and (c) indemnification obligations under Section 18 are subject to the aggregate cap in Section 19.2, except to the extent a liability cannot lawfully be limited or is expressly excluded from the cap under Section 19.4.

19.4 Exclusions from the caps. The limitations in Sections 19.1 through 19.3 do not apply to: (a) Customer's obligation to pay fees due; (b) either party's gross negligence, willful misconduct, or fraud; (c) death or personal injury caused by a party's negligence; (d) Customer's breach of Section 7 (Acceptable use), Section 13 (Intellectual property), or Section 20 (Trade compliance); or (e) any liability that cannot be limited or excluded under applicable law.

19.5 Basis of the bargain. The parties agree that the fees reflect this allocation of risk, and that these limitations apply even if a limited remedy fails of its essential purpose.

19.6 Claim period. Except for claims for non-payment, no action arising out of this Agreement may be brought more than one (1) year after the claim accrued, to the extent permitted by applicable law.

20. Trade compliance, sanctions, and anti-corruption

20.1 Export control and sanctions. Each party will comply with applicable export control and economic sanctions laws, including those administered by the U.S. Department of Commerce (EAR), the U.S. Department of the Treasury (OFAC), the European Union, France, and the United Kingdom. Customer represents that it, its Affiliates, and its Authorized Users are not (a) located in, organized under the laws of, or ordinarily resident in a comprehensively sanctioned country or region, or (b) identified on any restricted-party list, including the SDN List, Entity List, or Denied Persons List.

Customer will not export, re-export, or make the Service available to any person or destination in violation of such laws, or use the Service in connection with nuclear, chemical, or biological weapons, missile technology, or military end uses in restricted destinations.

20.2 Anti-corruption. Each party will comply with applicable anti-bribery and anti-corruption laws, including the U.S. Foreign Corrupt Practices Act, the UK Bribery Act 2010, and the French Law No. 2016-1691 ("Sapin II"). Neither party will offer, promise, give, request, or accept any undue advantage to obtain or retain business or improperly influence any act or decision, including in connection with any tender, bid, award, or public procurement.

20.3 Notification. Each party will promptly notify the other if it becomes aware of any actual or suspected breach of this Section. BOMSync may suspend or terminate immediately, without liability, where continued performance would violate this Section.

21. U.S. government customers

The Service and Documentation are "commercial products" and "commercial computer software" as defined in FAR 2.101 and DFARS 252.227-7014, consisting of "commercial computer software" and "commercial computer software documentation." Consistent with FAR 12.211, FAR 12.212, and DFARS 227.7202, U.S. Government end users acquire only those rights set forth in this Agreement, and no greater rights. Any provision of this Agreement inconsistent with federal procurement law is unenforceable against the U.S. Government only to that extent.

Where Customer is a state or local government entity, a public housing authority, or a contractor performing under a federally assisted program, Customer is responsible for identifying flow-down requirements applicable to this Agreement in advance. BOMSync will negotiate applicable flow-downs in good faith but is not bound by requirements not expressly agreed in writing.

22. Publicity and references

Neither party will use the other's name, logo, trademarks, quotes, or other identifying material in publicity, customer lists, websites, investor materials, case studies, press releases, or similar external communications without that party's prior written consent. Consent may be limited or withdrawn prospectively by written notice, subject to any separately agreed publication already released.

23. Force majeure

Neither party is liable for failure or delay in performance (other than payment obligations) caused by circumstances beyond its reasonable control, including acts of God, natural disaster, epidemic, war, terrorism, civil unrest, labor dispute, government action, sanctions, internet or telecommunications failure, widespread cloud infrastructure outage, or large-scale cyberattack. The affected party will use reasonable efforts to mitigate and resume performance. If the event continues for more than sixty (60) consecutive days, either party may terminate the affected Order Form on notice, and BOMSync will refund prepaid, unused fees.

24. Assignment and subcontracting

Neither party may assign this Agreement without the other's prior written consent, not to be unreasonably withheld, except that either party may assign it in its entirety, on notice and without consent, to a successor in connection with a merger, acquisition, corporate reorganization, or sale of substantially all assets --- provided that Customer may terminate this Agreement on thirty (30) days' notice if BOMSync assigns it to a direct competitor of Customer. Any attempted assignment in violation of this Section is void. BOMSync may engage subcontractors and subprocessors to assist in providing the Service and remains responsible for their performance.

25. Notices

Legal notices to BOMSync must be sent to legal@bomsync.com with a copy by mail to BOMSync, Inc., 809 Paleface RR South, Spicewood, Texas 78669, USA, Attn: Legal.

Notices to Customer will be sent to the administrative and billing contacts on file, and are deemed given on the date sent. Operational notices (maintenance, feature changes, incident notifications) may be delivered in-product or by email to account administrators. Customer is responsible for keeping its contact details current.

26. Governing law and dispute resolution

26.1 Governing law. This Agreement is governed by the laws of the State of Texas, excluding its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

26.2 Informal resolution. Before commencing proceedings, the parties will attempt in good faith to resolve the dispute through discussion between senior representatives for thirty (30) days after written notice describing the dispute. This does not apply to claims for injunctive relief or intellectual property.

26.3 Venue --- U.S. and other customers. Subject to Section 26.4, the parties submit to the exclusive jurisdiction of the state and federal courts located in Travis County, Texas, and waive any objection to venue or forum non conveniens.

26.4 Arbitration --- customers domiciled outside the United States. Where Customer is domiciled outside the United States, any dispute not resolved under Section 26.2 will be finally settled by binding arbitration under the International Arbitration Rules of the International Centre for Dispute Resolution (ICDR), by one arbitrator, seated in Austin, Texas, conducted in English. Judgment on the award may be entered in any court of competent jurisdiction. The parties choose arbitration for cross-border disputes because awards are enforceable under the New York Convention in over 170 jurisdictions.

26.5 Injunctive relief. Either party may seek injunctive or equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information, without first following Sections 26.2 to 26.4.

26.6 Jury trial and class action waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND AGREES THAT DISPUTES WILL BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING.

26.7 Mandatory local rights. Nothing in this Section deprives any person of mandatory rights under the law of their country of residence, including data protection rights under the GDPR, UK GDPR, or French law, or the right to lodge a complaint with a supervisory authority.

27. Changes to these Terms

BOMSync may update these Terms from time to time. For material changes, BOMSync will give at least thirty (30) days' notice in-product or by email to account administrators.

For subscriptions under a paid Order Form, updated Terms take effect at the start of the next Subscription Term, not mid-term, except where a change is required for legal, regulatory, or security reasons. For free, trial, and self-service subscriptions, updated Terms take effect on the stated effective date, and continued use constitutes acceptance.

If Customer objects to a material change that would take effect mid-term for legal or security reasons, Customer's sole remedy is to terminate the affected subscription on notice before the effective date and receive a pro-rata refund of prepaid, unused fees.

Superseded versions are archived at /legal/archive.

28. General

28.1 Entire agreement. This Agreement is the entire agreement between the parties regarding the Service and supersedes all prior proposals, representations, and understandings. Neither party has relied on any statement not expressly set out here, except that nothing limits liability for fraudulent misrepresentation.

28.2 Severability. If any provision is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remainder stays in effect.

28.3 No waiver. Failure to enforce a provision is not a waiver of the right to enforce it later.

28.4 Independent contractors. The parties are independent contractors. Nothing creates a partnership, joint venture, agency, or employment relationship.

28.5 No third-party beneficiaries. There are no third-party beneficiaries to this Agreement, except that indemnified persons under Section 18 may enforce their rights under that Section.

28.6 Electronic signature and records. The parties consent to electronic contracting. Electronic signatures and records have the same legal effect as handwritten signatures and paper records.

28.7 Language. This Agreement is executed in English. Any translation is for convenience only; the English version controls.

28.8 Headings. Headings are for reference only and do not affect interpretation.

29. Contact

General legal: legal@bomsync.com Privacy and data protection: privacy@bomsync.com Security and vulnerability reports: security@bomsync.com

BOMSync, Inc. 809 Paleface RR South Spicewood, Texas 78669 United States