Terms of Service

These Terms of Service (the “Terms”) are a contract between you and Infrenta Technologies Inc. (“Infrenta,” “we,” or “us”). They govern access to and use of Infrenta’s websites, applications, and related software services (the “Services”).

By accessing or using the Services, or by accepting these Terms in an Order Form or other written agreement, you agree to the Terms. If you use the Services on behalf of an organization, you represent that you have authority to bind that organization, and “Customer” means that organization. If you do not have that authority, or if you do not agree to the Terms, do not use the Services.

The Services are intended for business use. You must have legal capacity to enter a contract. Customer is responsible for ensuring that its Authorized Users are permitted to use the Services for Customer’s business purposes.

• “Authorized User” means an individual whom Customer permits to access the Services under Customer’s account, such as an employee, contractor, or consultant.
• “Customer Data” means data, files, and other content submitted to or stored in the Services by or for Customer, including project records, documents, drawings, reports, estimates, cost information, supplier information, quotations, execution records, prompts, and uploaded files.
• “Documentation” means user guides and technical materials Infrenta makes available for the Services.
• “MSA” means a signed master services agreement or similar written agreement specifically governing the Services.
• “Order Form” means an ordering document, statement of work, or similar written commercial instrument for the Services.
• “Output” means content generated by the Services from Customer Data and Customer’s use of the Services, such as estimates, reports, calculations, summaries, analyses, layouts, bill-of-material related geometry, comparisons, and proposal content.

The Services are organized around Customer organizations (tenants) and user accounts. Customer must provide accurate account information and keep it current.

Customer is responsible for its Authorized Users, including their compliance with these Terms and for activity under Customer’s accounts. Organizational administrators may grant, change, or revoke access according to the permissions available in the Services. Customer must protect credentials and notify Infrenta promptly at legal@infrenta.com if it becomes aware of unauthorized access.

Customer must not share passwords or allow access by anyone who is not an Authorized User. Infrenta may rely on instructions from Customer’s administrators.

Subject to these Terms and any applicable MSA or Order Form, Infrenta grants Customer a limited, non-exclusive, non-transferable right to access and use the Services during the applicable term for Customer’s internal business purposes.

Access may be provisioned by Infrenta after a commercial or implementation discussion. Self-service purchasing, if offered later, remains subject to these Terms and any then-current ordering process.

Fees, subscription periods, payment terms, renewal, taxes, and related commercial terms are governed by the applicable Order Form, MSA, or other written commercial agreement. These Terms do not create a public price list or a self-service purchase offer.

Availability, support, response times, and other service-level commitments apply only if they are expressly set out in an executed Order Form, MSA, or service-level exhibit. These Terms do not establish a public uptime commitment.

As between Customer and Infrenta, Customer retains ownership of Customer Data. These Terms do not transfer ownership of Customer Data to Infrenta.

Customer grants Infrenta a limited, non-exclusive license to host, process, transmit, display, and reproduce Customer Data, and to generate requested Outputs, solely as needed to provide, maintain, secure, and support the Services and to comply with law. Infrenta does not receive a general right to use Customer Data for unrelated commercial purposes.

Customer represents that it has the rights, permissions, and lawful basis needed to submit Customer Data, including third-party drawings, engineering reports, supplier quotations, confidential documents, copyrighted materials, and personal information. Customer is responsible for the legality and authorization of its uploads and for any instructions it gives Infrenta regarding Customer Data.

To the extent permitted by applicable law, Customer may use, reproduce, export, modify, and otherwise use in its business the Outputs generated from its Customer Data and its use of the Services.

Customer’s rights in an Output do not transfer ownership of Infrenta’s software, source code, algorithms, calculation engines, models, workflows, templates, interfaces, product architecture, methodologies, underlying technology, or improvements. Infrenta retains those rights.

Some Outputs may include or be produced with machine-generated content. In some jurisdictions, that content may not be eligible for exclusive intellectual-property protection. Customer should not assume exclusive ownership of purely machine-generated text where the law does not provide it.

Certain features may use machine learning, large language models, automated extraction or classification, generative AI, or similar technologies. Those features may send prompts, files, or other Customer Data to service providers as needed to perform a requested function.

Infrenta will not use Customer Data to train general-purpose or public foundation AI models. That statement does not mean Customer Data stays only on Infrenta systems. Third-party AI providers may process Customer Data to deliver a requested feature. Infrenta does not control, and does not promise, those providers’ retention practices beyond what applicable privacy obligations and Infrenta’s agreements with them require.

AI-assisted Outputs may contain errors, omit information, misinterpret source material, or produce inconsistent results. Customer must evaluate them before relying on them. AI-assisted Outputs should not be the sole basis for decisions involving engineering, safety, bids, procurement, contractual commitments, regulatory compliance, or other material financial consequences.

Infrenta is software and decision-support technology. Unless a signed professional-services agreement says otherwise, Infrenta is not acting as engineer of record, geotechnical engineer, structural engineer, architect, licensed professional consultant, construction manager, safety professional, customs broker, accountant, or legal adviser by providing the Services.

Outputs depend on project data, assumptions, third-party information, and the applicable workflow. Customer is responsible for reviewing Outputs before using them for bids, professional design, procurement commitments, construction, safety, or other material project decisions.

Where law, codes, contracts, permitting authorities, project requirements, or professional standards require review, approval, certification, sealing, or other professional authorization, Customer is responsible for obtaining it. Software-generated Outputs are not substitutes for sealed professional documents where those documents are required.

GeoLab may assist with geotechnical information, soil conditions, groundwater, frost, bedrock, foundation alternatives, foundation evaluation, embedment-related analysis, scoring, and generated reports. Results depend on Customer-provided and other source information and may include assumptions or simplifications.

GeoLab Output is decision-support. It is not sealed geotechnical or structural design. It is not automatically issued as a sealed professional document and must receive professional review where required. Customer remains responsible for site-specific investigation and for professional design and approval before construction or other reliance that requires a licensed professional.

The Services may process quantities, rates, labour, materials, equipment, subcontractor costs, productivity, allowances, escalation, contingency, overhead, markup, scenarios, and revisions. Some calculations are deterministic: given the same inputs and configuration, the arithmetic is intended to follow the implemented calculation path, including features that show how a number was derived.

Traceability helps Customer review Outputs. It does not remove Customer’s responsibility to verify project inputs, source data, and commercial judgment. Assumptions and inputs may still be incomplete or inappropriate for the project.

Estimates and cost Outputs may change with market, site, or project conditions. They are not guarantees of actual cost, supplier pricing, or bid success. Customer should review them before issuing bids, proposals, budgets, or other commitments.

Certain workflows, including Solar Layout capabilities, may produce table configuration, pitch, setbacks, quantities, foundation quantities, and bill-of-material related geometry. Those Outputs remain subject to site conditions, survey information, engineering requirements, permitting, applicable codes, and professional review where required.

Layout and quantity Outputs are not construction-ready sealed drawings unless separately prepared and issued as such by a qualified professional.

The Services may provide workflow capabilities for vendor records, requests for quotation, quotations, comparison, packages, and procurement records. Providing those features does not make Infrenta the supplier, buyer, seller, marketplace operator, purchasing agent, or guarantor of supplier performance, unless a separate written agreement says so.

Customer remains responsible for supplier selection, scope review, commercial decisions, purchase commitments, contract terms, and vendor due diligence.

Supplier quotations and related information may originate from third parties. Infrenta does not warrant supplier accuracy, availability, pricing, lead times, performance, solvency, or suitability. Customer should verify material supplier information before committing.

Information involving duties, tariffs, country of origin, trade treatment, landed cost, or other customs-related topics is provided for informational and decision-support purposes. It may change, become outdated, or depend on classification, origin facts, and jurisdiction-specific rules. It is not legal advice or customs-broker advice. Customer should independently verify trade and customs treatment before relying on it for transactions.

Steel pricing, commodity information, indices, escalation, galvanizing-related data, and similar market reference information may come from third-party sources, historical information, user inputs, or market assumptions. It should not be treated as a binding supplier quote unless it is expressly identified as such.

Project Controls features may include budgets, actuals, commitments, forecasts, variance, cost codes, and alerts. They are project-management and cost decision-support tools. They are not audited accounting software, tax advice, or financial advice, and they are not a substitute for Customer’s official accounting records unless Infrenta expressly represents that in writing.

Customer remains responsible for its financial books and reporting.

Execution workflows may include daily reporting, production, resources, logistics, quality, safety, and closeout. Use of the Services does not transfer responsibility for project execution from Customer to Infrenta.

Customer remains responsible for workplace and site safety, safety programs, training, supervision, inspections, regulatory compliance, incident response, and corrective actions. The Services may organize or display Quality and Safety information. Infrenta does not guarantee compliance, safe conditions, prevention of incidents, or project quality.

Customer and Authorized Users must not:

• use the Services unlawfully or to violate third-party rights;
• submit malware or other harmful code;
• attempt unauthorized access to the Services, accounts, or another tenant’s data;
• interfere with or disrupt the Services;
• bypass access controls or usage limits;
• misuse credentials or share them with anyone who is not an Authorized User;
• use abusive automated access, scraping, or extraction except as expressly permitted in Documentation or a written agreement;
• reverse engineer the Services except to the extent applicable law prohibits that restriction;
• use the Services to infringe intellectual-property or confidentiality rights, including by uploading content without the necessary rights.

Infrenta and its licensors own the Services, including software, design, interfaces, Documentation, algorithms, engines, trademarks, and underlying technology. Customer receives only the access rights granted under these Terms and any applicable MSA or Order Form.

If Customer voluntarily provides suggestions about the Services (“Feedback”), Infrenta may use that Feedback to improve the Services without obligation to Customer. Feedback does not transfer Customer’s unrelated intellectual property or Customer Data.

“Customer Confidential Information” means non-public Customer Data that is commercially or technically sensitive. Infrenta will use it only to provide the Services and as otherwise permitted by these Terms, and will not disclose it except to employees, contractors, and service providers who have a need to know and who are bound by confidentiality obligations, or if required by law.

Customer Confidential Information does not include information that becomes public without breach of these Terms, was already lawfully known to Infrenta, is independently developed without use of the information, or is lawfully received from another source. An executed MSA may add confidentiality terms. This section does not create a security certification or a guarantee against unauthorized access.

Infrenta uses administrative, technical, and organizational measures designed to protect the Services and Customer Data. No method of transmission or storage is completely secure. These Terms do not promise uninterrupted security, a particular certification, or a specific isolation or encryption implementation except as separately agreed in writing.

The Services may rely on or interact with third-party infrastructure, data providers, communications tools, or AI providers. Those services may have their own terms. Subject to applicable law and Infrenta’s agreements with Customer, Infrenta is not responsible for third-party services outside its reasonable control.

A description of personal-information processors belongs in the Privacy Policy or a data-processing agreement, not in a vendor list in these Terms.

API or integration access, where Infrenta provides it, is part of the Services and is subject to these Terms, applicable Documentation, and any usage or access limitations Infrenta communicates. Public API access is limited. Separate API terms may apply if expressly agreed.

Playground, beta, preview, or experimental features may change, have limitations, be discontinued, or be unsuitable for production reliance. The public Playground is a demonstration environment and may use sample or illustrative data. Do not submit confidential production Customer Data there unless the interface expressly supports and authorizes that use.

Infrenta may modify, add, or discontinue features. If a change materially reduces core functionality that Customer has purchased under an Order Form or MSA, the commercial agreement’s change or termination terms apply. These Terms do not promise that every feature will remain available indefinitely.

Infrenta may suspend access where reasonably necessary for security, unlawful use, a material violation of these Terms, nonpayment where fees apply, risk to the Services or other users, or a legal requirement. Where practicable, Infrenta will give reasonable notice.

Commercial termination rights may also be set out in an MSA or Order Form. Either party may terminate these Terms if the other party materially breaches them and does not cure the breach within thirty (30) days after written notice, unless a signed agreement provides a different process.

Handling of Customer Data after termination is subject to the applicable agreement, the Privacy Policy, applicable law, and Infrenta’s then-current documented retention practices. These Terms do not set a specific deletion period.

Subject to any express warranties in an MSA or Order Form, and except for rights that cannot be disclaimed under applicable law, the Services are provided on an as-available basis. Infrenta does not warrant that operation will be uninterrupted or error-free, or that Outputs will be appropriate for a specific project without Customer’s review.

Outputs depend on data and assumptions. Deterministic calculation paths still depend on the quality of inputs, configuration, and professional or commercial judgment.

Subject to the next paragraph and applicable law, Infrenta’s aggregate liability arising out of or relating to the Services or these Terms will not exceed the fees paid or payable by Customer to Infrenta for the Services during the 12 months immediately preceding the event giving rise to liability. If no such fees were paid or payable, Infrenta’s aggregate liability is limited to the maximum extent permitted by applicable law.

Nothing in these Terms excludes or limits liability to the extent it cannot lawfully be excluded or limited.

Subject to applicable law, neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits, lost revenue, or lost business opportunities, even if advised of the possibility of those damages. This does not limit Customer’s payment obligations or either party’s liability that cannot be limited by law.

Customer will defend and indemnify Infrenta against third-party claims to the extent they arise from Customer Data that violates third-party rights, Customer’s unlawful use of the Services, or Customer’s material violation of the acceptable-use rules in these Terms. Infrenta will provide prompt notice and reasonable cooperation. Customer will not settle a claim that imposes an obligation on Infrenta without Infrenta’s prior written consent, not to be unreasonably withheld.

These online Terms do not include a general Infrenta intellectual-property indemnity. That protection, if any, may be addressed in an MSA.

Customer must use the Services in compliance with applicable export, sanctions, and other laws. Customer must not use the Services if it is prohibited from doing so under those laws.

These Terms are governed by the laws of the Province of Ontario and the applicable federal laws of Canada, without regard to conflict-of-law principles. The courts located in Toronto, Ontario, Canada have exclusive jurisdiction over disputes arising out of or relating to these Terms or the Services, except where applicable law requires otherwise.

Infrenta may update these Terms. The effective date at the top of this page will change when a new version is published. If a change is material, Infrenta will provide notice by posting the updated Terms and, where Customer has an account contact on file, by a reasonable additional notice method then in use. Continued use of the Services after the updated Terms take effect constitutes acceptance, except where applicable law or an MSA requires a different process.

If Customer has an executed MSA, Order Form, or other written agreement that specifically governs the Services, that agreement controls to the extent of a conflict with these online Terms. These Terms apply where they are incorporated or otherwise applicable and are not superseded. Marketing pages, pricing pages, and security summaries are informational and do not override a signed agreement or these Terms.

Infrenta’s collection and use of personal information is described in the Privacy Policy. These Terms do not replace that policy. If there is a conflict about personal information, the Privacy Policy controls for that subject unless a signed data-processing agreement says otherwise.

These Terms, together with any applicable MSA, Order Form, and the Privacy Policy, are the entire agreement between the parties on the subject matter, except as a signed agreement provides. Customer may not assign these Terms without Infrenta’s consent, except to a successor in connection with a merger or sale of substantially all assets. Infrenta may assign these Terms in connection with a corporate reorganization or sale. If a provision is unenforceable, the remainder stays in effect. A failure to enforce a provision is not a waiver. The parties are independent contractors.

Infrenta Technologies Inc.

legal@infrenta.com