Legal

Terms of Service

Effective Date: July 4, 2026
Company: BuildCPQ LLC
State of Formation: Washington
Public Brand: ShadeCPQ
Company Brand: BuildCPQ
Contact: support@buildcpq.com

These Terms of Service govern your access to and use of ShadeCPQ, a subscription-based software service operated by BuildCPQ LLC (“BuildCPQ,” “Company,” “we,” “us,” or “our”).

By creating an account, clicking “I agree,” accessing the Service, or using the Service, you agree to be bound by these Terms. If you are using the Service on behalf of a company, organization, shop, dealer, manufacturer, or other business entity, you represent that you have authority to bind that entity to these Terms. In that case, “Customer,” “you,” and “your” refer to that entity.

1. The Service

ShadeCPQ is a cloud-based configure-price-quote software platform designed for shade-product manufacturers, dealers, shops, and related businesses.

The Service may include tools for configuring products such as fixed-frame awnings, retractable awnings, retractable screens, and other shade-related systems; estimating prices; generating quotes; producing PDFs; creating bills of materials; creating cut lists; managing product options; and connecting with third-party systems or integrations.

We may modify, improve, add, remove, suspend, or discontinue features of the Service from time to time.

2. Business Use, Eligibility, and Accounts

The Service is intended for business use only. You must be at least 18 years old and authorized to use the Service on behalf of your business.

You are responsible for maintaining the confidentiality of your login credentials and for all activity that occurs under your account. You are also responsible for your employees, contractors, agents, and other users who access the Service through your account.

Each account is intended for use by one business or operating entity, referred to as a “Tenant” or “company account.” User roles, permissions, and modules may be provisioned within your Tenant account.

Additional users are currently included at no per-user charge. We reserve the right to introduce seat-based, usage-based, multi-location, or other billing components in the future upon notice. Unless otherwise stated, any future pricing changes will not retroactively affect amounts already paid.

3. Manufacturer Catalogs and Dealer Verification

Certain manufacturer catalogs, pricing, products, configuration tools, or data may require verification of authorized-dealer status.

We may require proof of authorization before granting access to manufacturer-specific content. Email confirmation from the applicable manufacturer is sufficient proof unless we require additional verification.

We may grant, deny, limit, suspend, or revoke access to manufacturer-specific content if:

Revocation or restriction of access to a manufacturer catalog does not automatically entitle you to a refund, credit, or cancellation of your overall subscription.

Manufacturer and supplier data may be maintained by us, imported from a manufacturer, imported from supplier data, entered manually, or updated from time to time. Such data may be incomplete, delayed, inaccurate, or out of date. You are responsible for confirming all manufacturer and supplier information directly with the applicable manufacturer or supplier before relying on it.

4. Subscriptions, Modules, Trials, Billing, and Payment

ShadeCPQ is sold on a monthly subscription basis. Fees are charged per company account based on the product modules, bundles, and subscription items you activate.

Each active module may be billed as its own subscription item. Certain modules may also be sold together as a bundle. For example, the Retractables bundle may be billed as a single monthly line item that grants access to multiple retractable modules.

Modules and Bundles

Available modules may include, for example:

You are responsible for paying for the modules, bundles, subscription plan, and other paid features you activate.

Pricing is shown at signup, in your billing settings, on an applicable order form, or on our pricing page. Prices may change upon notice, but price changes will not apply retroactively to amounts already paid.

Free Trial

We may offer a free trial period of 14 days or another period stated at signup. A valid payment method is required to start a trial.

Unless you cancel before the trial ends, your subscription will automatically convert to a paid subscription, and your payment method will be charged according to the plan, modules, bundles, and subscription items selected.

Auto-Renewal

Subscriptions renew automatically each month unless canceled before the renewal date. You authorize us and our third-party payment processor, currently Stripe, to charge your payment method for all applicable subscription fees, module fees, bundle fees, taxes, and other charges associated with your account.

Adding Modules

You may activate additional modules or bundles during a subscription period. Added modules or bundles may be billed immediately from activation using our payment processor’s default proration settings. This means you may be charged a prorated amount for the remainder of the current billing period when you add a module mid-cycle.

Removing Modules

If you deactivate or remove a module or bundle, the deactivation will take effect at the end of the then-current paid billing period unless otherwise stated. The module or bundle may remain available and billable through the end of that billing period.

No partial-period refunds, credits, or mid-cycle proration refunds are provided for removed modules unless required by law or expressly stated in a separate written agreement.

Taxes

All prices are exclusive of applicable taxes, duties, levies, or governmental assessments unless otherwise stated. You are responsible for all applicable taxes associated with your use of the Service, other than taxes based on our income.

Failed Payments and Past-Due Accounts

If a payment fails or your account becomes past due, we may notify you and attempt to reprocess the payment.

We may place your account into a limited-access or read-only state for a 7-day grace period. If payment is not resolved within that period, we may suspend access until payment is resolved.

You may restore access by updating your payment method and paying all outstanding amounts.

Refunds

Refunds are generally not provided, but we may issue credits or refunds at our discretion. Nothing in this section limits any refund rights that may be required by applicable law.

5. Founder, Beta, Pilot, and Promotional Programs

We may offer founder, beta, pilot, early-access, discounted, promotional, or invite-only programs.

Founder program participation is governed by a separate Founder Agreement or similar written agreement. Founder program benefits may include discounted pricing, lifetime discounts while the participant remains in good standing, early access, beta access, case study participation, testimonial rights, feedback obligations, logo and name usage permission, and the right for ShadeCPQ or BuildCPQ to publicly identify the participant as a customer.

Founder program access may require a private invite code, including a Stripe coupon or other billing mechanism. Founder discounts may be limited, capped, or otherwise restricted according to the applicable Founder Agreement.

If there is a conflict between these Terms and a signed Founder Agreement or similar written agreement, the separate written agreement will control for that program.

6. Cancellation

You may cancel your subscription through your billing settings or by contacting us at support@buildcpq.com.

Cancellation takes effect at the end of the then-current billing period unless otherwise stated. You will retain access to the paid features of the Service through the end of the billing period, provided your account remains in good standing.

We do not provide refunds or credits for partial billing periods unless required by law or expressly stated in a separate written agreement.

7. Customer Data, Pricing Responsibility, and Output Disclaimer

You are solely responsible for the data, assumptions, inputs, settings, labor rates, material costs, margins, formulas, discounts, taxes, product selections, installation assumptions, measurements, field conditions, and other information entered into or used within the Service.

The Service may generate quotes, estimates, prices, proposals, bills of materials, cut lists, measurements, PDFs, reports, or other outputs. These outputs are generated based on the data, rules, formulas, manufacturer information, supplier information, and settings available to the Service at the time.

All outputs are estimates only and are not guaranteed to be accurate, complete, current, code-compliant, profitable, manufacturable, installable, or suitable for any particular project, customer, installation, product, business purpose, or legal purpose.

You are responsible for reviewing and verifying all outputs before relying on them, sending them to a customer, ordering materials, manufacturing products, scheduling labor, accepting payment, submitting permits, preparing engineering documents, or entering into any agreement with your customer.

We are not responsible for pricing errors, margin errors, quoting mistakes, omitted items, incorrect product selections, inaccurate measurements, labor miscalculations, supplier price changes, manufacturer specification changes, installation conditions, field conditions, permitting requirements, engineering requirements, code compliance, customer disputes, order errors, profitability issues, or losses resulting from your reliance on outputs generated by the Service.

8. No Professional, Engineering, Legal, Tax, or Code Compliance Advice

The Service is a business software tool. It does not provide legal, tax, accounting, engineering, architectural, permitting, building-code, safety, structural, installation, or professional advice.

You are responsible for obtaining all necessary professional review, engineering, permitting, code compliance review, safety review, legal review, tax advice, and customer approvals required for your projects and business operations.

No output generated by the Service should be treated as a substitute for your professional judgment, field verification, supplier confirmation, manufacturer confirmation, engineering review, permitting review, legal obligations, or customer contract requirements.

9. Manufacturer and Supplier Data

The Service may include manufacturer, supplier, or third-party product data, including pricing, specifications, options, lead times, product availability, compatibility information, dealer information, part numbers, and related data.

This data is provided for convenience only and may be inaccurate, incomplete, delayed, or out of date.

You are responsible for confirming all manufacturer and supplier information directly with the applicable manufacturer or supplier before relying on it, ordering materials, submitting a quote, or entering into an agreement with your customer.

We are not responsible for manufacturer pricing errors, supplier pricing errors, outdated specifications, discontinued products, product substitutions, lead time changes, compatibility issues, or changes made by manufacturers or suppliers.

10. AI-Assisted and Automated Features

The Service may include automated, algorithmic, or AI-assisted features.

You are responsible for reviewing all automated and AI-assisted outputs before relying on them, sending them to customers, using them for pricing, using them for manufacturing, or using them for business decisions.

AI-assisted and automated outputs may be inaccurate, incomplete, or unsuitable for your specific use case. We do not guarantee the accuracy, completeness, or suitability of any automated or AI-assisted output.

We will not use your quote data, pricing data, margin data, or bill-of-materials data to make pricing recommendations to other customers or to benchmark your pricing against other users.

11. Ownership of Customer Data

As between you and us, you retain ownership of the data you enter into the Service.

You grant us a limited license to host, store, process, transmit, display, reproduce, and use your data as necessary to provide, maintain, secure, support, and improve the Service; comply with law; enforce these Terms; and as otherwise described in our Privacy Policy.

You are responsible for maintaining copies of important records outside the Service, including customer records, quotes, proposals, PDFs, bills of materials, pricing data, project information, and business records.

12. Acceptable Use

You agree not to:

We may suspend or terminate access if we believe your use violates these Terms, creates risk, causes harm, or may expose us or others to liability.

13. Third-Party Services and Integrations

The Service may integrate with or rely on third-party services, including payment processors, job management platforms, CRM systems, manufacturer catalogs, supplier data, hosting providers, analytics providers, and other tools.

Your use of third-party services is governed by the applicable third party’s terms and policies. We are not responsible for third-party services, third-party data, third-party outages, changes to third-party APIs, or the availability, accuracy, security, or performance of any third-party service.

We may add, modify, suspend, or discontinue integrations at any time.

14. Intellectual Property

We and our licensors own all rights, title, and interest in and to the Service, including software, technology, designs, workflows, interfaces, templates, databases, documentation, trademarks, trade names, logos, and all related intellectual property.

Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, revocable, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during your active subscription solely for your internal business purposes.

You may provide suggestions, ideas, enhancement requests, or other feedback regarding the Service. You grant us the right to use that feedback without restriction or obligation to you.

“ShadeCPQ,” “BuildCPQ,” and related names, logos, and marks are trademarks or trade names of BuildCPQ LLC. You may not use our marks without our prior written permission, except as expressly allowed in a separate written agreement.

15. Confidentiality

Each party may receive non-public business, technical, financial, customer, pricing, or operational information from the other party. Each party agrees to use reasonable care to protect the other party’s confidential information and to use it only as necessary to perform under these Terms.

Your customer information, pricing information, account settings, and business data are confidential to you. We will access and use that information only as necessary to provide, maintain, secure, support, and improve the Service; comply with law; enforce these Terms; and as described in our Privacy Policy.

Confidential information does not include information that is publicly available, already known without restriction, independently developed, or lawfully received from a third party without a duty of confidentiality.

16. Privacy and Security

Our collection, use, and handling of personal information is described in our Privacy Policy.

We use reasonable administrative, technical, and organizational measures designed to protect the Service and Customer Data. However, no system is completely secure, and we do not guarantee that unauthorized access, data loss, or security incidents will never occur.

You are responsible for maintaining appropriate backups, records, and copies of quotes, customer information, business records, and other important data outside of the Service.

17. Support and Professional Services

Basic support is included with an active subscription and is provided by email only at support@buildcpq.com.

Support is available during our normal business hours, excluding weekends, holidays, and other closures. We do not guarantee response times unless expressly stated in a separate written agreement.

Support is limited to named admin users on your account. We may decline to provide support to unauthorized users, non-admin users, third parties, or customer end-users.

Basic support includes general product questions, account access help, billing support, and reasonable troubleshooting related to standard use of the Service.

Basic support does not include custom configuration, data cleanup, data entry, implementation services, manufacturer-specific setup, pricing strategy, business consulting, custom software development, custom integrations, extensive training, or professional services.

We may offer paid onboarding, implementation, training, configuration assistance, consulting, or other professional services. Any paid professional services may be subject to separate pricing, scope, terms, and availability.

Unless otherwise agreed in writing, professional services are advisory only, and you remain responsible for reviewing and approving all configurations, pricing settings, product settings, outputs, and business decisions.

18. Availability and Service Changes

We do not guarantee that the Service will be available at all times or that access will be uninterrupted, error-free, or secure.

The Service may be unavailable due to maintenance, updates, outages, hosting provider issues, third-party service issues, security incidents, internet disruptions, or other causes.

We may modify, suspend, limit, or discontinue parts of the Service at any time. We are not liable for unavailability, downtime, delays, data syncing issues, or interruptions in the Service.

19. Warranties and Disclaimer

The Service is provided “AS IS” and “AS AVAILABLE.”

To the maximum extent permitted by law, we disclaim all warranties, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability, and uninterrupted or error-free operation.

We do not warrant that the Service will meet your requirements, that outputs will be accurate or complete, that errors will be corrected, or that the Service will be uninterrupted, secure, or available at all times.

You acknowledge that the Service is a business tool intended to assist with configuration, pricing, quoting, and related workflows, but it does not replace your own professional judgment, field verification, customer review, supplier confirmation, engineering review, code compliance review, legal review, or business obligations.

Some jurisdictions do not allow certain warranty disclaimers, so some of the above limitations may not apply to you.

20. Limitation of Liability

To the maximum extent permitted by law, we will not be liable for any indirect, incidental, consequential, special, exemplary, punitive, or enhanced damages; lost profits; lost revenue; lost business; lost goodwill; lost data; cost of substitute services; pricing errors; quoting errors; margin errors; manufacturing errors; installation errors; ordering errors; project delays; customer disputes; supplier disputes; manufacturer disputes; or losses arising from reliance on outputs generated by the Service.

To the maximum extent permitted by law, we are not liable for claims, damages, losses, or disputes arising from:

To the maximum extent permitted by law, our total liability for all claims arising out of or relating to the Service or these Terms will not exceed the amounts paid by you to us for the Service during the 6 months immediately preceding the event giving rise to the claim.

The limitations in this section apply regardless of the legal theory, whether based in contract, tort, negligence, strict liability, warranty, statute, or otherwise, even if we have been advised of the possibility of such damages.

Some jurisdictions do not allow certain limitations of liability, so some of the above limitations may not apply to you.

21. Indemnification

You agree to defend, indemnify, and hold harmless BuildCPQ LLC, its affiliates, officers, directors, employees, contractors, agents, licensors, and service providers from and against any claims, damages, liabilities, losses, costs, and expenses, including reasonable attorneys’ fees, arising out of or related to:

We reserve the right to assume exclusive defense and control of any matter subject to indemnification, in which case you agree to cooperate with us.

22. Term, Suspension, and Termination

These Terms remain in effect while you access or use the Service.

We may suspend or terminate your access to the Service if you fail to pay amounts due, violate these Terms, create risk or potential liability, misuse the Service, or if continued access would violate law or third-party rights.

Upon termination, your right to access and use the Service will end.

We may retain Customer Data for a limited period after cancellation or termination to allow for account administration, legal compliance, backup management, or potential reactivation. Customer Data may be deleted after 60 days following termination or cancellation, unless a longer retention period is required by law or agreed in writing.

Canceled customers are not entitled to export customer lists, account data, pricing data, quote data, proposal data, bills of materials, or other Service data unless we expressly agree in writing or are required by law.

You are responsible for maintaining your own records and copies of important business information outside the Service before cancellation or termination.

Sections that by their nature should survive termination will survive, including payment obligations, intellectual property, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and any other provisions intended to survive.

23. Changes to the Service or Terms

We may update these Terms from time to time. When we make changes, we will update the effective date and post the revised Terms.

For material changes, we may provide additional notice, such as by email, in-app notice, or account notification.

Your continued use of the Service after revised Terms become effective means you accept the updated Terms. If you do not agree to the updated Terms, you must stop using the Service and cancel your subscription.

24. Governing Law and Venue

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

Unless otherwise required by applicable law or agreed in writing, any dispute arising out of or relating to these Terms or the Service will be brought exclusively in the state or federal courts located in King County, Washington, and each party consents to the personal jurisdiction and venue of those courts.

25. Notices

We may provide notices by email, through the Service, through your account, or by posting notices on our website. You are responsible for keeping your account and contact information current.

Legal notices to us should be sent to:

BuildCPQ LLC
Attn: Matt Cutchin
18375 Olympic Ave S
Tukwila, WA 98188
Email: support@buildcpq.com

26. Miscellaneous

These Terms, together with any applicable order form, Founder Agreement, Privacy Policy, and other referenced policies, constitute the entire agreement between you and us regarding the Service.

If any provision of these Terms is found unenforceable, the remaining provisions will remain in effect.

You may not assign these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, financing, reorganization, sale of assets, or by operation of law.

Our failure to enforce any provision of these Terms is not a waiver of our right to do so later.

Headings are for convenience only and do not affect interpretation.