1. Acceptance of terms
By accessing or using Monaro (the "Service"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree, you must not use the Service. These Terms constitute a legally binding agreement between you and Monaro, operated by Torinit Technologies Inc. ("Monaro", "we", "us", or "our").
2. Description of service
Monaro is a software-as-a-service platform that provides AI-assisted takeoff and estimation tools for the HVAC industry. The Service is provided on an "as is" and "as available" basis.
3. Accounts
You must register for an account to use the Service. You are responsible for:
- maintaining the confidentiality of your account credentials
- all activity that occurs under your account
- ensuring that your account information is accurate and up to date
You must notify us immediately at legal@monaro.ai if you become aware of any unauthorised use of your account.
4. Acceptable use
You agree not to:
- use the Service for any unlawful purpose or in violation of any applicable law or regulation
- attempt to gain unauthorised access to any part of the Service or its related systems
- interfere with or disrupt the integrity or performance of the Service
- reverse engineer, decompile, or otherwise attempt to extract the source code of the Service
- use the Service to transmit any malware, spam, or other harmful content
- sublicense, resell, or otherwise commercialise the Service without our prior written consent
5. Intellectual property
All intellectual property rights in the Service, including software, algorithms, designs, and content, are owned by or licensed to Monaro. These Terms do not grant you any ownership rights. You retain ownership of any data or content you upload to the Service ("Your Content").
You grant us a limited, non-exclusive, worldwide licence to host, copy, process and display Your Content as necessary to provide the Service to you, and to use derived signals from that processing to improve the Service as described in our Privacy Policy. This licence ends when you delete Your Content or close your account, subject to the retention periods in our Privacy Policy.
6. Fees, renewal and cancellation
6.1 Fees. Access to the Service requires a paid subscription, except during a free trial. Fees are set out on our pricing page and are stated and charged in US dollars. Subscriptions are billed in advance on a monthly or annual basis.
6.2 Free trial. We offer a free trial of fourteen (14) days or five (5) projects, whichever comes first. No payment card is required to start a trial, and a trial does not convert into a paid subscription automatically. At the end of the trial your access to the Service ends unless you choose to subscribe, and we will not charge you unless you enter payment details and start a subscription.
6.3 Automatic renewal. Once you subscribe, your subscription renews automatically at the end of each billing period, monthly or annual as you selected, at the then-current rate, until you cancel. By subscribing you authorise us to charge your payment method on each renewal.
6.4 Cancellation. You may cancel your subscription at any time by emailing legal@monaro.ai. Cancellation takes effect immediately, so your subscription will not renew, and you keep full access until the end of the billing period you have already paid for. After that your account moves to read-only access: you can open, view and export your existing projects, takeoffs and quotes, but you cannot upload new drawings or create new projects. Read-only access is guaranteed for twelve (12) months after cancellation, after which we may close the account and delete its contents on thirty (30) days' written notice to you. Fees already paid are non-refundable except where required by law. You can ask us to close your account and delete your data sooner, as described in our Privacy Policy.
6.5 Price changes. We will give you at least thirty (30) days' notice before any price increase takes effect. An increase applies from your next renewal, and you may cancel before it takes effect.
6.6 Taxes. Fees are exclusive of taxes. You are responsible for all sales, use, GST, HST, VAT and similar taxes arising from your subscription, other than taxes on our income.
6.7 Non-payment. We may suspend or terminate your access if payment is not received within fourteen (14) days of the due date.
7. Disclaimer of warranties
THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTY OF ANY KIND. TO THE FULLEST EXTENT PERMITTED BY LAW, MONARO EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION:
- any implied warranty of merchantability, fitness for a particular purpose, or non-infringement
- that the Service will be uninterrupted, error-free, or free of harmful components
- that any output, estimate, calculation, or takeoff produced by the Service will be accurate, complete, or fit for any particular purpose
- that any defects or errors will be corrected
You acknowledge that outputs from the Service, including AI-generated estimates and takeoffs, are tools to assist your professional judgement and must not be relied upon as a substitute for independent professional verification. We make no representation that outputs will meet any regulatory, contractual, or industry standard.
7.1 Your responsibility for quantities. You are responsible for reviewing and verifying every takeoff, quantity, and price the Service produces before you rely on it, issue it to a customer, or place an order against it. The Service assists your estimators, it does not replace them, and items it flags as uncertain are flagged precisely so that a person decides. Any quantity, quote, or bid you issue is yours, and you remain solely responsible for its accuracy and for any order, contract, or commitment you enter into on the basis of it.
8. Limitation of liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MONARO, ITS DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR:
- any indirect, incidental, special, consequential, or punitive damages
- any loss of profit, revenue, data, goodwill, or business opportunity
- any damages arising from errors, inaccuracies, or omissions in the Service's outputs, estimates, or calculations
- any damages arising from your reliance on Service outputs without independent verification
- any damages arising from unauthorised access to or alteration of your data
THIS LIMITATION APPLIES REGARDLESS OF THE LEGAL THEORY ON WHICH THE CLAIM IS BASED (INCLUDING CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE), EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
WHERE LIABILITY CANNOT BE EXCLUDED BY APPLICABLE LAW, OUR TOTAL AGGREGATE LIABILITY TO YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED THE TOTAL FEES PAID BY YOU IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE CLAIM. NOTWITHSTANDING THE FOREGOING, OUR TOTAL AGGREGATE LIABILITY FOR OUR FAILURE TO IMPLEMENT THE SECURITY MEASURES DESCRIBED IN OUR PRIVACY POLICY WILL NOT EXCEED TWO TIMES (2X) THE TOTAL FEES PAID BY YOU IN THAT TWELVE (12) MONTH PERIOD, AND THE EXCLUSION ABOVE FOR DAMAGES ARISING FROM UNAUTHORISED ACCESS TO OR ALTERATION OF YOUR DATA DOES NOT APPLY WHERE THAT ACCESS RESULTS FROM SUCH A FAILURE.
9. Indemnification
You agree to indemnify, defend, and hold harmless Monaro, its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable legal fees) arising out of or in any way connected with: (a) your access to or use of the Service; (b) your breach of these Terms; (c) your violation of any third-party rights; or (d) any claim that Your Content caused damage to a third party.
10. Termination
Either party may terminate these Terms at any time. We may suspend or terminate your access immediately if you breach these Terms or if we are required to do so by law. Where you cancel a subscription, Section 6.4 applies and your account moves to read-only access rather than closing. Where these Terms are terminated for breach, or where you ask us to close your account, your right to use the Service ceases immediately. Sections 5, 6 (in respect of fees accrued before termination), 7, 8, 9, 12 and 13 survive termination.
11. Modifications to the Service and Terms
We reserve the right to modify or discontinue the Service at any time with reasonable notice. We may update these Terms from time to time. Material changes will be notified by email or in-app notification. Your continued use of the Service after changes become effective constitutes your acceptance of the updated Terms.
12. Governing law and disputes
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein. You agree to submit to the exclusive jurisdiction of the courts of Ontario for any dispute arising out of or relating to these Terms or the Service, unless otherwise required by applicable law.
Before initiating any formal proceedings, you agree to contact us at legal@monaro.ai and make good faith efforts to resolve the dispute informally within 30 days.
13. General
If any provision of these Terms is held unenforceable, it will be modified to the minimum extent necessary to make it enforceable, and the remaining provisions will continue in full force. Our failure to enforce any right or provision does not constitute a waiver. These Terms, together with our Privacy Policy, constitute the entire agreement between you and us regarding the Service.
14. Contact
For questions about these Terms, please contact us at legal@monaro.ai.
