Terms of Service

Last updated: October 17, 2026

These Terms of Service (“Terms”) govern access to and use of the MedSpace Pro software platform, including the website, budgeting tools, and related services (collectively, the “Service”), provided by MedSpace Pro (“MedSpace Pro”, “we”, “us”, or “our”). By creating an account, accessing, or using the Service, you (“you” or “Customer”) agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind that entity, in which case “you” refers to that entity. If you do not agree to these Terms, you may not use the Service.

1. The Service

The Service is a software tool that helps general contractors (“GCs”) and healthcare entities (such as hospitals and clinics) plan, estimate, and track budgets for healthcare construction and build-out projects. MedSpace Pro may in the future offer additional functionality allowing GCs to solicit bids from subcontractors through the Service (“Bid Features”). Bid Features are not currently available, and when introduced will be subject to these Terms and any additional terms we present at that time.

2. Estimates Are Not Guarantees

THE SERVICE GENERATES BUDGET ESTIMATES, COST PROJECTIONS, AND RELATED OUTPUTS (“ESTIMATES”) BASED ON INFORMATION YOU AND OTHER USERS PROVIDE, ASSUMPTIONS BUILT INTO THE SERVICE, AND GENERALIZED COST DATA. ESTIMATES ARE PROVIDED FOR PLANNING PURPOSES ONLY AND DO NOT CONSTITUTE A QUOTE, BID, APPRAISAL, GUARANTEE, OR WARRANTY OF ACTUAL PROJECT COST, SCHEDULE, OR OUTCOME. ACTUAL COSTS MAY DIFFER MATERIALLY FROM ESTIMATES DUE TO MARKET CONDITIONS, SITE CONDITIONS, SCOPE CHANGES, LABOR AND MATERIAL PRICING, REGULATORY REQUIREMENTS, AND OTHER FACTORS OUTSIDE OUR CONTROL. YOU ARE SOLELY RESPONSIBLE FOR VERIFYING ESTIMATES AND FOR ALL DECISIONS MADE IN RELIANCE ON THE SERVICE, INCLUDING BIDDING, CONTRACTING, FINANCING, AND CONSTRUCTION DECISIONS. MEDSPACE PRO IS NOT A LICENSED CONTRACTOR, ARCHITECT, ENGINEER, OR APPRAISER AND DOES NOT PROVIDE PROFESSIONAL CONSTRUCTION, ARCHITECTURAL, ENGINEERING, OR FINANCIAL ADVICE.

3. Accounts and Authorized Users

The Service is intended for use by businesses, including GC companies, healthcare entities, and (when Bid Features launch) subcontractors, acting through authorized individual users on their accounts (“Authorized Users”). The Customer that controls an account is responsible for: (a) all activity under that account, including actions by its Authorized Users; (b) maintaining the confidentiality of login credentials; (c) ensuring its Authorized Users comply with these Terms; and (d) the accuracy of information and data it or its Authorized Users submit to the Service.

Accounts are created by invitation. We reserve the right to refuse, suspend, or revoke access for any account or Authorized User at our sole discretion, including for suspected misuse, fraud, nonpayment, or violation of these Terms.

4. Customer Data

You retain ownership of the project data, budgets, bids, files, and other content you or your Authorized Users submit to the Service (“Customer Data”). You grant MedSpace Pro a worldwide, non-exclusive, royalty-free license to host, store, process, transmit, and display Customer Data solely as necessary to provide and support the Service. Our personnel may access Customer Data, including budgets and (when applicable) bid submissions, to provide customer support, maintain the Service, investigate abuse, or as described in our Privacy Policy.

We may use de-identified, aggregated data derived from use of the Service (which does not identify you, your company, or any individual) to improve, benchmark, and develop the Service and related products, including aggregate cost benchmarks.

5. Acceptable Use

You agree not to:

Use the Service for any unlawful purpose or in violation of any applicable law or regulation;
Submit false, misleading, or fraudulent bid or budget information intended to deceive another user or third party;
Attempt to access another Customer’s data without authorization, or interfere with the security or integrity of the Service;
Reverse engineer, decompile, or attempt to extract the source code or underlying cost models of the Service, except as permitted by law;
Resell, sublicense, or provide the Service to third parties outside your organization without our written consent;
Upload content that infringes the intellectual property or other rights of any third party.

6. Fees

Certain features of the Service may be offered free of charge at our discretion, particularly during early access. Where fees apply, they will be disclosed to you before you incur them, and are governed by the order or subscription terms presented at that time. Fees, once paid, are non-refundable except as required by law or as we expressly agree in writing.

7. Intellectual Property

MedSpace Pro and its licensors retain all right, title, and interest in and to the Service, including all software, cost models, templates, designs, and underlying technology. These Terms do not grant you any rights to our trademarks, logos, or brand features except as necessary to use the Service as permitted.

8. Feedback

If you provide suggestions, ideas, or feedback about the Service, you grant MedSpace Pro the right to use that feedback for any purpose without compensation or attribution to you.

9. Confidentiality

Each party agrees to protect the other party’s non-public information disclosed in connection with the Service using at least reasonable care, and to use it only as needed to perform under these Terms, except information that is or becomes publicly available through no fault of the receiving party, was already known to the receiving party, or is required to be disclosed by law.

10. Disclaimer of Warranties

THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT ANY ESTIMATE, BID, OR OTHER OUTPUT WILL BE ACCURATE OR COMPLETE. YOU USE THE SERVICE AT YOUR OWN RISK.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL MEDSPACE PRO OR ITS OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL MEDSPACE PRO’S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE EXCEED THE TOTAL FEES PAID BY YOU TO MEDSPACE PRO FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED DOLLARS ($100) IF NO FEES WERE PAID. THESE LIMITATIONS APPLY REGARDLESS OF THE LEGAL THEORY ON WHICH A CLAIM IS BASED AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

12. Indemnification

You agree to indemnify, defend, and hold harmless MedSpace Pro and its officers, employees, and agents from and against any claims, damages, losses, liabilities, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) your use of the Service; (b) Customer Data; (c) your violation of these Terms; or (d) any dispute between you and another user of the Service, including disputes arising from budgets, bids, or subcontractor relationships facilitated through the Service.

13. Termination

We may suspend or terminate your access to the Service, in whole or in part, at any time and for any reason or no reason, with or without notice, including for nonpayment, suspected fraud or abuse, or violation of these Terms. You may stop using the Service at any time. Sections of these Terms that by their nature should survive termination (including Sections 2, 4, 7–12, and 14–16) will survive.

14. Dispute Resolution; Binding Arbitration

Please read this section carefully. It affects your legal rights, including your right to go to court.

Except for claims that may be brought in small claims court or disputes relating to intellectual property, any dispute, claim, or controversy arising out of or relating to these Terms or the Service will be resolved by final and binding arbitration administered under the rules of a mutually recognized arbitration provider (such as the American Arbitration Association), rather than in court, except that either party may seek injunctive or equitable relief in court to prevent misuse of its intellectual property or confidential information. The arbitration will be conducted in English and venued in Los Angeles County, California, unless the parties agree otherwise.

Class Action Waiver. You and MedSpace Pro agree that any proceeding to resolve a dispute will be conducted only on an individual basis and not in a class, consolidated, or representative action. If this class action waiver is found unenforceable as to a particular claim or dispute, that claim or dispute will proceed in court, and the remainder of this arbitration provision will remain in force for all other claims.

15. Governing Law

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. Subject to Section 14, the state and federal courts located in Los Angeles County, California will have exclusive jurisdiction over any dispute not subject to arbitration, and you consent to personal jurisdiction in those courts.

16. General

These Terms, together with our Privacy Policy, constitute the entire agreement between you and MedSpace Pro regarding the Service. If any provision of these Terms is found unenforceable, the remaining provisions will remain in full effect. Our failure to enforce any provision is not a waiver of that provision. You may not assign these Terms without our prior written consent; we may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets. We may update these Terms from time to time; continued use of the Service after an update constitutes acceptance of the revised Terms.

17. Contact

Questions about these Terms can be sent to support@medspacepro.com.