1. Agreement, acceptance, and eligibility
These Terms of Service (Terms) govern the purchase of and access to Chill Bid, the cloud-hosted estimating and bid-management service offered through chillbid.com and any other domain, subdomain, or hosted environment owned, operated, or hosted by Transcritical Technologies, LLC through which Chill Bid is made available, including its associated support, documentation, and features (Service). The agreement is between Transcritical Technologies, LLC, a North Carolina limited liability company, and the person or legal entity identified as the purchaser or account subscriber (Customer).
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.
Checking a required agreement box or selecting a clearly labeled "Agree and Log In," "Agree and Continue," or purchase control after that notice constitutes affirmative acceptance. These requirements apply to purchasers, invited users, trials, demonstrations, and alternative sign-in methods. A person accepting for a business must have authority to bind it. Passive browsing, automatic session renewal, and background technical requests do not by themselves establish acceptance. Material changes remain subject to Section 20; ordinary continued use does not silently accept a new version.
This domain coverage applies to access to Chill Bid; it does not impose Chill Bid terms on unrelated third-party websites merely because Transcritical Technologies, LLC hosts them.
Chill Bid is offered for business and professional use, not personal, family, or household use. Account users must be at least 18 and legally able to enter the applicable agreement. Individuals who use an organization's account are Authorized Users. Their acceptance binds them to applicable use, security, and confidentiality requirements; it does not, by itself, make employees personally responsible for their employer's subscription fees or Customer indemnity obligations.
2. Orders and controlling documents
An Order is the checkout summary accepted by Customer or a written order form accepted by both parties. It identifies the plan, seat quantity, fees, billing period, access term, renewal arrangements, and any expressly included services. The Service includes only the features and services purchased; demonstrations and future-development discussions are not commitments to deliver unpurchased functionality.
These Terms, the EULA, and the Order form the agreement, with the Privacy Policy supplying the privacy terms and notices referenced here. A separately signed customer agreement controls to the extent it expressly conflicts with these website terms. An Order controls the specific commercial details it expressly states. Otherwise, these Terms control billing, data, termination, remedies, and disputes, and the EULA controls the scope and restrictions of the software license. A signed data-processing addendum controls its subject matter. The Privacy Policy does not enlarge the permitted uses of confidential Customer Data or reduce contractual data protections. Customer purchase-order boilerplate does not amend this agreement unless expressly accepted in writing by Transcritical Technologies, LLC.
3. Accounts, administrators, and seats
Customer must provide accurate account and billing information, maintain a working contact email, and safeguard access credentials. Each paid seat permits one named Authorized User unless the Order expressly states otherwise. Customer may reassign a seat when personnel change, but may not rotate or share a seat to give multiple people access beyond the purchased allowance.
Customer controls its Authorized Users and administrator permissions and is responsible for their activity to the extent within Customer's control. An organizational administrator may access, manage, export, or delete information within that organization's account according to assigned permissions. Customer must inform its users of these arrangements, revoke departed users' access, and promptly report suspected unauthorized access to justin@transcritical.net. Responsibility is not transferred to Customer for an incident caused by Transcritical Technologies, LLC's own breach of this agreement.
4. Fees, billing, and plan changes
Customer must pay the fees and applicable taxes disclosed in its Order. Prices are in U.S. dollars unless the Order states otherwise. Subscription and hosting charges are payable in advance for the stated billing period. Customer is responsible for applicable transaction taxes, but not taxes on the net income of Transcritical Technologies, LLC. Any permitted payment surcharge must be disclosed before Customer authorizes the transaction.
Payment processing may be performed by third-party processors under their applicable terms. Customer authorizes the initial payment and only those recurring charges separately disclosed and accepted at checkout. Additional seats, upgrades, or separately billable services require Customer authorization, with their charges and any proration disclosed before confirmation. Seat reductions and downgrades ordinarily take effect at the next renewal; they do not automatically refund the current period.
Transcritical Technologies, LLC may change recurring prices for a future renewal by providing at least 30 days' advance notice, or a longer period required by law or the Order. A change will not increase the price of an already-paid period. Customer may cancel before the changed price takes effect. A billing error may be reported to justin@transcritical.net; reporting does not waive statutory or payment-provider dispute rights.
5. Automatic renewal and recurring-payment consent
AUTOMATIC RENEWAL APPLIES ONLY WHEN DISCLOSED IN THE ORDER AND AFFIRMATIVELY AUTHORIZED BY CUSTOMER. An authorized recurring plan renews for the billing period shown at checkout until Customer cancels. Before payment details are collected, checkout must state the charge due now, the recurring amount or calculation, the billing frequency, the first renewal date, any minimum commitment, and how to cancel.
For automatic renewal periods exceeding 60 days, Transcritical Technologies, LLC will send a written renewal reminder 15 to 45 days before renewal. The reminder will identify the renewal date and explain how to cancel. Changes to renewal terms will be prominently disclosed, including bold text at least 12-point in size where required. Other legally required reminders and consents will also be provided. A one-time purchase does not, by itself, authorize recurring hosting charges.
6. Cancellation and refunds
Customer may stop renewal at any time before the next renewal charge by using the online cancellation mechanism identified at checkout or by emailing justin@transcritical.net from the account's billing or administrator email. No telephone call or explanation is required. A cancellation request received before renewal is effective for that renewal even if administrative processing occurs later. Transcritical Technologies, LLC will send confirmation. A charge made after an effective cancellation will be refunded.
Unless Customer requests immediate account closure, cancellation stops future renewals and access continues through the paid access term. Not logging in, uninstalling a shortcut, removing a user, or allowing a payment card to expire is not a cancellation request. Cancellation of renewal does not accelerate or create charges for future periods.
Except as expressly stated in an Order, these Terms, or applicable law, completed purchases and prepaid fees are nonrefundable, and no prorated refund is provided for unused time, unused seats, or a change of mind. This policy does not eliminate refunds for duplicate or unauthorized charges, billing errors, a qualifying termination under Section 15, or nonwaivable legal remedies. A fixed-term installment obligation applies only when its total commitment and payment schedule were clearly disclosed and accepted in the Order.
7. One-time hosted licenses, trials, and custom services
A one-time or perpetual hosted software access license exists only when expressly granted in an accepted written Order. Its seat allowance, duration, separate hosting charges, reinstatement terms, and any additional termination or service-discontinuation protections are governed by that Order. A license without a fixed expiration date is not a sale of software, source code, or intellectual property and does not promise free or perpetual hosting. Access may require payment of separately disclosed hosting and platform-access charges. No annual fee waiver or customer-specific concession applies to other customers unless expressly included in their Orders.
Trials, demonstrations, and beta features last only for the stated evaluation period and may have restricted functionality. An evaluation does not convert to a paid plan unless the conversion terms and charges were clearly disclosed and separately authorized. Trial or demonstration data may be deleted when the evaluation ends; the paid-account export window in Section 12 does not apply unless agreed in writing.
Implementation, training, integrations, modifications, data migration, and custom development are included only when specified in an Order or separate statement of work. Additional scope and charges require written approval. Payment for custom work does not transfer software ownership except under an express intellectual-property assignment signed by Transcritical Technologies, LLC.
8. Estimating responsibilities and professional review
CHILL BID IS AN ESTIMATING AND BUSINESS-MANAGEMENT TOOL, NOT A SUBSTITUTE FOR QUALIFIED ESTIMATING, ENGINEERING, LEGAL, ACCOUNTING, OR FIELD REVIEW. Customer remains responsible for the completeness and accuracy of every bid, proposal, material takeoff, labor estimate, change order, and other document submitted or relied upon.
Before relying on an output, Customer must independently verify drawings, revisions, dimensions, quantities, pipe and fitting specifications, material compatibility, labor productivity, crew sizes, rates, taxes, overhead, markup versus margin, schedules, exclusions, vendor quotes, and applicable project requirements. Customer must check formulas, settings, imported data, and calculations against the intended estimating method. Prices, productivity assumptions, and suggested quantities may be incomplete, outdated, or unsuitable for a particular project.
Transcritical Technologies, LLC does not guarantee a bid award, profit margin, code compliance, engineering adequacy, or the absence of estimating errors. Automated or artificial-intelligence-assisted features, when available, may produce inaccurate or incomplete results and require human verification. Customer is responsible for commitments it makes to owners, general contractors, subcontractors, suppliers, employees, and other third parties. The Service is not a life-safety, system-control, or construction-design approval system.
9. Acceptable use
Customer and Authorized Users must use the Service lawfully and within the purchased license. They may not share credentials outside the permitted seat structure; access another customer's account or data; introduce malicious code; bypass security, payment, or license controls; conduct unauthorized penetration or load testing; or use the Service for fraud, unlawful discrimination, infringement, or other unlawful conduct.
The Service may not be resold, sublicensed, white-labeled, or exposed as a service bureau without written permission. Normal preparation of estimates and proposals for Customer's own clients is permitted. Automated access must use an authorized integration or documented interface and comply with applicable limits. Lawful export of Customer's own data is not prohibited by this section. Additional software-specific restrictions appear in the EULA.
10. Software ownership and Customer Data
As between the parties, Transcritical Technologies, LLC retains all right, title, and interest in Chill Bid and its software, source and object code, designs, interfaces, proprietary calculation logic, preexisting templates, documentation, branding, improvements, and custom-developed software, subject to third-party rights. No payment, feature request, testing contribution, or business use transfers that ownership. The limited EULA license is not an ownership interest.
Customer retains ownership of its uploaded drawings, original estimating data and formulas, project records, customer and supplier information, pricing, labor rates, original written content, and other materials submitted by Customer (Customer Data). As between the parties, Customer also owns its project-specific input and resulting business content in estimates, proposals, and reports. Embedded software, generic templates, and third-party materials remain owned by their respective owners. Customer may use and distribute its generated business documents and retain them after access ends.
Customer grants Transcritical Technologies, LLC a limited, nonexclusive right to host, copy, process, transmit, display, and back up Customer Data only to provide, secure, maintain, and support the Service, follow Customer's instructions, or comply with law. Service providers may receive only the rights reasonably needed for those purposes and must be subject to appropriate confidentiality and data-protection obligations. This is not a sale of Customer Data.
This agreement does not authorize selling Customer Data, publishing identifiable bid information, using confidential customer pricing to benefit another customer, or training generalized artificial-intelligence models on Customer Data. Any such additional use requires a separate lawful basis and, where it involves Customer's confidential content, express written permission. Non-content operational metrics may be used to maintain and improve the Service; any published aggregate metrics must not identify Customer or disclose its confidential information.
11. Privacy, confidentiality, and security
The Privacy Policy made available on chillbid.com and other authorized Chill Bid access points explains the handling of personal information, including account, transaction, and website information. 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. A data-processing addendum will be agreed where required before the relevant processing begins.
Each party will protect the other party's nonpublic business information with reasonable care, use it only for this agreement, and disclose it only to persons with a legitimate need to know who are bound by appropriate confidentiality duties. Customer Data, confidential pricing, and nonpublic software information are included. These obligations do not cover information independently developed, already lawfully known, lawfully obtained without restriction, or public without a breach. Legally compelled disclosure is permitted, with advance notice when lawful and reasonably practicable.
Transcritical Technologies, LLC will use commercially reasonable administrative, technical, and organizational safeguards appropriate to the Service and will provide security-incident notices as required by applicable law. No system is completely secure. Customer must secure its devices, manage user permissions, and maintain independent copies of important records. Neither this statement nor a warranty disclaimer excuses duties that applicable law does not permit the parties to waive.
Unless separately authorized in writing with appropriate safeguards, Customer must not upload payment-card security codes, Social Security numbers, protected health information, classified material, export-controlled technical data, or other highly sensitive information unnecessary for ordinary estimating. Customer must have the rights, permissions, and notices required for its uploads, including third-party drawings and personal information.
12. Export, retention, and deletion
Customer should regularly download its completed proposals and other important records using available export functions. The Service is not a substitute for Customer's independent recordkeeping. Customer Data ownership does not guarantee perpetual online storage or access.
For a paid account, Transcritical Technologies, LLC will retain Customer Data for 30 days after account termination so an authorized administrator may request export of then-retained data. Normal application access may stop at termination; an export request may be submitted to justin@transcritical.net during that window. A standard export in an available format will be provided without an additional export fee. The window does not require recovery of data Customer previously deleted, recreation of unavailable records, or continued hosting after the window expires. Earlier deletion may occur at Customer's verified request or when legally required. Any legally required restriction on release will be observed.
After the export window, Transcritical Technologies, LLC may delete or de-identify Customer Data from active systems. Limited records may remain for billing, tax, security, legal compliance, or disputes, and backup copies may persist until overwritten in the ordinary backup cycle. Retained copies remain subject to applicable confidentiality and data-protection obligations. Restoring a closed account or data after deletion is not guaranteed. Trials and demonstrations are governed by Section 7 instead.
13. Availability, support, and third-party services
Internet access, compatible equipment, and a supported browser are Customer's responsibility. The Service may be interrupted for maintenance, updates, security work, failures, or events outside reasonable control. Support is provided through the contact channels identified in the Order or Service. No guaranteed uptime, response time, restoration time, or service credit applies unless expressly stated in a signed service-level agreement.
Transcritical Technologies, LLC may update and improve the Service, but will not materially reduce the purchased core functionality during a prepaid term without reasonable notice and a remedy under Section 15. Third-party integrations selected by Customer may have separate terms and charges. Customer should review their permissions before enabling them. An integration provider's independent acts are not controlled by Transcritical Technologies, LLC; this does not disclaim responsibility for Transcritical Technologies, LLC's own obligations or its use of service providers.
14. Suspension
Transcritical Technologies, LLC may suspend affected access when reasonably necessary to address a security threat, unlawful conduct, material license abuse, a legal requirement, or unpaid undisputed charges. When practicable, advance notice and an opportunity to resolve the issue will be provided. For ordinary payment delinquency, at least 10 days' written notice will be provided before suspension. Immediate action may be taken for urgent security, fraud, unlawful activity, or legal compliance.
Suspension will be limited to what is reasonably necessary, and access will be restored after the issue is resolved. A good-faith billing dispute does not by itself justify suspension when Customer timely identifies the dispute and pays undisputed amounts. Suspension does not authorize additional charges beyond the accepted Order or eliminate applicable refund or data-access rights.
15. Termination and service discontinuation
Either party may terminate for the other's material breach if it remains uncured 15 days after written notice describing the breach. An incurable breach, unlawful use, serious security abuse, or legal prohibition may justify immediate termination. Customer may also terminate when a material reduction in prepaid core functionality is not reasonably remedied within 15 days after notice.
Transcritical Technologies, LLC may decline a future renewal or discontinue the Service with at least 30 days' advance notice where reasonably practicable. If Transcritical Technologies, LLC ends paid access for reasons other than Customer's breach, or Customer properly terminates for Transcritical Technologies, LLC's uncured material breach or material functionality reduction, Customer will receive a prorated refund of prepaid recurring fees for the unprovided period. Additional rights for a one-time hosted license must be addressed in its written Order; these Terms do not waive remedies for failure to provide that license as promised. Legally required refunds remain available.
On termination, access and the applicable use license end except for surviving rights expressly granted in a separate Order, retained output rights, and the limited export process. Properly accrued obligations, confidentiality, ownership, use restrictions, liability provisions, and dispute terms survive as applicable. Termination does not give Transcritical Technologies, LLC ownership of Customer Data.
16. Warranty limitations
EXCEPT FOR EXPRESS COMMITMENTS IN THIS AGREEMENT OR A SIGNED WRITTEN AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND RELATED MATERIALS ARE PROVIDED "AS IS" AND "AS AVAILABLE." TRANSCRITICAL TECHNOLOGIES, LLC DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
No assurance is made that all errors will be corrected, every integration will remain available, outputs will be accurate without review, or the Service will meet requirements not expressly accepted in writing. These limitations do not override express data, confidentiality, refund, or other obligations in this agreement, or warranties that cannot lawfully be excluded.
17. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW, TRANSCRITICAL TECHNOLOGIES, LLC AND ITS PERSONNEL AND LICENSORS WILL NOT BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOST BIDS, LOST BUSINESS OPPORTUNITIES, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, ARISING FROM THE SERVICE OR THIS AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY. The characterization of a loss, rather than its label alone, determines whether this exclusion applies.
Subject to the exceptions below, their combined aggregate liability for all related claims will not exceed the greater of: (a) $100; (b) the fees Customer paid or owes for the affected Service in the 12 months preceding the first event giving rise to the claim; or (c) for a claim concerning a separately purchased one-time hosted license, the one-time fee paid for that affected license. Claims under these Terms and the EULA share one limit and do not create separate recoveries.
These exclusions and limits do not apply to fraud, gross negligence, willful misconduct, or liability that cannot legally be excluded or limited. They do not reduce an express refund obligation or a nonwaivable statutory remedy. No officer, member, employee, or agent assumes Customer's construction-project obligations merely by supporting the Service.
18. Customer indemnity
To the extent permitted by law, Customer will defend and indemnify Transcritical Technologies, LLC and its personnel against third-party claims, resulting judgments or approved settlements, and reasonable legal costs arising from Customer's unlawful conduct, unauthorized use of third-party content, material misuse of the Service, or representations and project obligations Customer independently makes to its clients. This obligation does not apply to the extent a claim results from Transcritical Technologies, LLC's breach of this agreement, negligence, willful misconduct, or infringement inherent in unmodified Chill Bid software.
Transcritical Technologies, LLC must give reasonably prompt notice, permit Customer to control the defense with competent counsel, and reasonably cooperate at Customer's expense. Delayed notice reduces the obligation only to the extent it prejudices the defense. Customer may not agree to a settlement that admits fault, imposes nonmonetary obligations, or fails to release a protected party without that party's written consent, not unreasonably withheld.
19. Disputes and governing law
North Carolina law and applicable federal law govern, without applying conflict-of-law rules that would select another jurisdiction's law. The parties will first attempt in good faith to resolve a dispute through written notice and discussion for 30 days. Customer may send notice to justin@transcritical.net. This process does not prevent urgent protective relief, an eligible small-claims filing, or filing needed to preserve a claim before a deadline.
Unless mandatory law requires otherwise, disputes will be brought in the state courts located in Randolph County, North Carolina, or, when federal subject-matter jurisdiction exists, the United States District Court for the Middle District of North Carolina. Each party consents to those courts. These Terms do not impose mandatory arbitration or a class-action waiver. No provision removes protections or venue rights that applicable law makes nonwaivable.
20. Changes, notices, and electronic records
Transcritical Technologies, LLC may propose updated Terms or EULA provisions. Material changes will be provided at least 30 days before their proposed effective date and will require affirmative acceptance before applying to an existing Customer. An existing prepaid term remains governed by its accepted terms unless the parties agree otherwise or a change is required by law. A Customer declining new terms may stop renewal; disagreement does not retroactively change an existing purchase or dispute. A later login or use establishes acceptance of an updated version only after the updated documents and a clear, version-specific acceptance control have been presented and affirmatively accepted; automatic sessions and ordinary continued use alone are not a substitute.
Customer agrees to receive transactional notices electronically at its account email or through a clearly presented account notice where appropriate. Customer must keep its email current. Legal notices to Transcritical Technologies, LLC must be sent to justin@transcritical.net. This does not replace formal service of legal process when required. The parties may preserve the accepted versions, acceptance timestamps, and related transaction records, and Customer may save or print the agreement. Marketing permissions are separate.
21. General terms and contact
Neither party is liable for delay caused by events beyond its reasonable control, such as natural disasters, widespread utility failures, war, or governmental action, provided it takes reasonable mitigation steps. This does not excuse charges already properly due, required refunds, or nonwaivable duties. Customer may terminate an affected recurring service if such an interruption continues for more than 30 consecutive days and receive a prorated refund for the unused prepaid period after termination.
Customer may not assign this agreement without written consent, not unreasonably withheld. Transcritical Technologies, LLC may assign it in connection with a merger, reorganization, or sale of the relevant business if the successor assumes its obligations, including protection of Customer Data. The parties are independent contractors. An unenforceable provision will be limited only as law allows, and the remaining provisions continue. Failure to enforce a provision is not a waiver. These documents and accepted Orders constitute the entire agreement on their subject matter, subject to the precedence rules in Section 2.
Questions, billing requests, cancellation, data-export requests, and legal notices: Transcritical Technologies, LLC; Ramseur, North Carolina, United States; email: justin@transcritical.net. Website: chillbid.com.