1. Parties and acceptance
This End User License Agreement (EULA) governs the permitted use of Chill Bid, including its hosted application, interfaces, documentation, updates, and related proprietary materials (Software), at chillbid.com and through any other domain, subdomain, or hosted environment owned, operated, or hosted by Transcritical Technologies, LLC through which Chill Bid is made available. The licensor is Transcritical Technologies, LLC. The licensee is the individual purchaser or legal entity identified as Customer in the accepted Order. Individuals authorized to use Customer's account are Authorized Users.
By logging in to or using Chill Bid at chillbid.com or through any other domain, subdomain, or hosted environment owned, operated, or hosted by Transcritical Technologies, LLC through which Chill Bid is made available, you agree to the Terms of Service, End User License Agreement (EULA), and Privacy Policy, provided that you have first been given conspicuous notice of those documents, access to their text, and a clear statement that your login or use signifies agreement. If you do not agree, do not log in to or use Chill Bid.
Acceptance may occur at checkout, account activation, or login through a required agreement box or a clearly labeled acceptance control presented with notice of all three documents. Each Authorized User must affirmatively accept the applicable use terms before using the Software. A person accepting for an organization must have authority to do so. Authorized Users who are not purchasers do not become personally liable for Customer's fees merely by accepting use terms. Passive browsing, automatic session renewal, and background technical requests do not by themselves establish acceptance. Material changes follow Section 20 of the Terms of Service and require version-specific affirmative acceptance.
Agreement to the Privacy Policy means acknowledgment of its notice and agreement to the lawful handling of information described there. It is not blanket consent to unrelated marketing, optional tracking, or processing that requires separate consent, and it does not waive nonwaivable privacy rights. Any legally required additional consent will be requested separately.
The Terms of Service presented with this EULA are incorporated by reference. They govern payment, renewal, cancellation, privacy-related commitments, Customer Data, retention, suspension, termination, warranties, liability, and disputes. The Order defines the purchased plan and seats. Separately signed agreements and the precedence rules in Section 2 of the Terms of Service control conflicts.
2. Limited hosted-software license
Subject to payment of applicable fees and compliance with the agreement, Transcritical Technologies, LLC grants Customer a limited, nonexclusive, nontransferable license, without a right to sublicense, to access and use the hosted Software during the authorized access term through the purchased number of Authorized Users.
Use is permitted for Customer's legitimate business estimating and project-management activities, including preparing and delivering proposals, takeoffs, change orders, and other business documents for Customer's clients. This permission does not allow Customer to sell access to the Software itself or allow unlicensed third parties to operate it.
The license covers only purchased functionality and permitted access methods. No source-code delivery, independent installation, local server copy, escrow, self-hosting right, ownership interest, or unrestricted API access is included unless expressly granted in a separate signed agreement.
3. Named users and account controls
Unless the Order expressly provides a different metric, each seat is assigned to one named individual. Customer may reassign seats for genuine personnel changes, but may not share credentials or rotate users to avoid purchasing required seats. Authorized contractors may use purchased seats on Customer's behalf under Customer's supervision and confidentiality duties.
Customer must manage access permissions, protect credentials, and remove access when no longer authorized. An Authorized User's rights end when Customer withdraws permission, the assigned seat expires, or Customer's applicable access rights end. Customer is responsible for use within its account to the extent provided in the Terms of Service.
4. Subscription and one-time license duration
A subscription license lasts only for its paid access term, including valid renewals. A trial license lasts only for the stated evaluation period. A one-time or perpetual hosted license exists only if an accepted written Order expressly grants one and states its conditions.
A perpetual hosted license means only the continuing license entitlement expressly described in that Order; it does not mean ownership of the Software, guaranteed operation for all time, free hosting, unlimited users, or a right to install the Software elsewhere. Separate hosting and platform-access fees may be required if disclosed in the Order. Service-discontinuation rights, any reinstatement rights, and any additional remedies must be addressed in that Order. This EULA does not silently convert a separately promised perpetual entitlement into a short fixed term.
5. Restrictions and reserved rights
Except as expressly permitted in writing or protected by nonwaivable law, Customer and Authorized Users may not copy, adapt, translate, distribute, or create derivative works of the Software; reverse engineer, decompile, disassemble, or attempt to obtain source code or nonpublic underlying implementation details; or remove copyright, trademark, or other proprietary notices from the Software.
They may not bypass access, seat, payment, or security controls; rent, resell, sublicense, white-label, or provide the Software as a hosted service to others; access another customer's information; use unauthorized scraping or bots to extract proprietary software materials; conduct unauthorized vulnerability testing or interfere with operations; or use protected code, confidential documentation, or unlawfully obtained implementation details to copy Chill Bid.
These restrictions do not prohibit ordinary browser caching, normal use of authorized interfaces, saving documentation made available for that purpose, exporting Customer's own data, distributing permitted business outputs, independent development without misuse of protected materials, or activity that applicable law expressly permits notwithstanding a contractual restriction. No restriction overrides a mandatory right under an applicable third-party or open-source license.
6. Software ownership and custom development
The Software is licensed, not sold. As between the parties, Transcritical Technologies, LLC owns Chill Bid and all intellectual-property rights in its proprietary code, interfaces, workflows, software calculation logic, generic templates, documentation, updates, enhancements, and modifications, subject to third-party rights. All rights not expressly granted are reserved.
Customer's payment for access, setup, training, integrations, requested features, or custom development does not create joint ownership, a work-made-for-hire arrangement, or an assignment of software rights. Different ownership treatment requires an express signed agreement identifying the rights transferred. Customer's preexisting materials and Customer Data remain Customer's property.
Customer may voluntarily provide feedback. Transcritical Technologies, LLC may use that feedback to improve the Software without a payment obligation, but receives no right through feedback to disclose Customer's confidential information or appropriate Customer's separate intellectual property. Customer logos, endorsements, and identifiable success stories require separate permission before public promotional use.
7. Customer Data and output rights
Customer retains ownership of Customer Data and its project-specific business content as described in the Terms of Service. The limited processing permission there does not transfer ownership. Transcritical Technologies, LLC does not acquire ownership of Customer's customers, bids, original pricing data, or independently created estimating materials merely because they are stored or processed in Chill Bid.
Customer may save, print, send, and commercially use generated estimates, proposals, reports, and other authorized outputs in its normal business, including after its license ends. To the extent such outputs contain embedded generic template elements owned by Transcritical Technologies, LLC, Customer receives a continuing, nonexclusive right to use those elements only as part of the outputs. This does not authorize extracting and reselling the underlying template library or Software.
Customer is responsible for rights in third-party material it supplies and for reviewing output accuracy. Standard export, post-termination requests, trial-data treatment, and retention follow Section 12 of the Terms of Service and any controlling signed agreement.
8. Updates, compatibility, and external components
Transcritical Technologies, LLC may provide updates, security fixes, and modifications as part of the hosted Service. Customer must use supported access methods and may not insist on an obsolete hosted version unless separately agreed. Included updates do not automatically include separately priced modules, custom work, training, or integrations. Material reductions in purchased functionality remain subject to the protections in the Terms of Service.
Third-party components and optional integrations may be governed by separate licenses or service terms disclosed as applicable. Those terms control the relevant third-party component to the extent legally required. Customer receives no ownership of a third-party component through this EULA, and Transcritical Technologies, LLC does not grant rights beyond those it may lawfully provide.
9. Estimating and safety limitations
THE SOFTWARE SUPPORTS ESTIMATING; IT DOES NOT APPROVE A DESIGN OR GUARANTEE A BID. Customer and its qualified personnel must verify inputs, quantities, prices, labor assumptions, formulas, margins, taxes, exclusions, and final documents before use. Customer is responsible for its contractual commitments and for compliance with project, manufacturer, code, and regulatory requirements.
No output should be treated as a substitute for professional engineering, field verification, legal advice, or safety review. Artificial-intelligence-assisted or automated features, when available, require independent human review. The Software is not intended for direct control of refrigeration equipment, emergency response, life-safety functions, or other use where a software failure could directly cause injury or physical damage.
10. License verification, suspension, and termination
Transcritical Technologies, LLC may use account-level usage and access records to verify purchased seats and investigate suspected misuse, subject to the Privacy Policy and confidentiality obligations. This does not authorize unrestricted inspection of Customer's unrelated systems or records. Customer must reasonably cooperate with a substantiated inquiry about license compliance.
Suspension, notice, cure periods, and termination are governed by the Terms of Service or a controlling signed agreement. On expiration or lawful termination of the applicable license, Customer and Authorized Users must stop accessing the Software and stop using materials whose separate license has ended. Customer may keep its own data, permitted outputs, and archival records of the agreement. Data-export rights and the protections applicable to a separately purchased continuing entitlement survive to the extent expressly stated.
11. Warranties, liability, and disputes
EXCEPT FOR EXPRESS WRITTEN COMMITMENTS AND NONWAIVABLE RIGHTS, THE SOFTWARE IS PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. No guarantee is made of uninterrupted operation, error-free estimates, awarded contracts, or profitability.
Sections 16 through 19 of the Terms of Service state the warranty limitations, liability exclusions and cap, Customer indemnity, and dispute procedures that apply to this EULA. They apply with all stated exceptions, including fraud, gross negligence, willful misconduct, and nonwaivable legal rights. Claims under both documents share one aggregate liability limit. This EULA does not create a second recovery limit or a separate mandatory arbitration requirement.
North Carolina law and applicable federal law govern as stated in the Terms of Service. Subject to nonwaivable rights, the designated courts are the state courts in Randolph County, North Carolina, and, where federal jurisdiction exists, the United States District Court for the Middle District of North Carolina.
12. Entire license agreement and contact
This EULA, the Terms of Service, and accepted Orders form the license agreement, with the Privacy Policy supplying the privacy terms and notices referenced there, subject to any controlling separately signed agreement. Amendments follow the notice and affirmative-acceptance process in the Terms of Service. No oral statement expands software ownership or grants source-code rights. If a restriction is unenforceable, it will be limited only as law permits, with the remainder continuing in effect.
License, support, and legal inquiries: Transcritical Technologies, LLC; Ramseur, North Carolina, United States; email: justin@transcritical.net. Website: chillbid.com.