Clinch Pros LLC — Terms of Service

Effective Date: May 21, 2026 Last Updated: June 11, 2026 Version: 1.9

1. Introduction and Acceptance

These Terms of Service ("Terms") form a binding legal agreement between Clinch Pros LLC, a Delaware limited liability company ("Clinch," "we," "us," or "our"), and the business entity or sole-proprietor contractor ("Customer," "you," or "your") that accesses or uses any product, mobile application, website, or service made available by Clinch (collectively, the "Service").

By creating an account, downloading the Clinch mobile application, accessing app.clinchwin.com, or otherwise using the Service, you (i) acknowledge that you have read and understood these Terms, (ii) agree to be bound by them, and (iii) represent that you are at least eighteen (18) years old and have the legal authority to bind the contracting business entity (if applicable).

These Terms are intended for use by businesses only. The Service is offered exclusively to residential remodeling contractors and related construction professionals operating in the course of their trade. The Service is not intended for, and may not be used by, consumers for personal, family, or household purposes.

Geographic scope during closed beta. During the closed-beta period the Service is offered only to contractors and businesses located in the United States. We are not actively marketing to, or accepting signups from, persons or businesses located in the European Economic Area, the United Kingdom, or Switzerland during this period. We will publish notice here before opening the Service to non-United-States users.

If you do not agree to these Terms, you must not access or use the Service.

2. Definitions

3. The Service

3.1 Description

Clinch provides a software-as-a-service platform consisting of (a) a mobile application for Android devices that captures photographs and video frames of residential interior spaces and uploads them to Clinch, (b) a web application at app.clinchwin.com for managing scans, generating bid templates, and producing AI-enhanced marketing imagery, and (c) related APIs and server-side processing infrastructure.

Server-side processing. All scan reconstruction, measurement extraction, splat training, and AI image generation occur on Clinch's servers. No reconstruction or AI processing occurs on your device. Captured photos and video frames are uploaded over an encrypted connection (TLS 1.2+) and processed on our GPU compute sub-processor (Modal Labs); finished outputs are written back to your Account in our object storage (currently Supabase Storage; Cloudflare R2 is a planned migration target). See our Privacy Policy for the full sub-processor list and the data each receives.

3.2 Plans and Free Trial

We offer the following plans, with features and limits described on clinchpro.com/pricing:

PlanPrice (USD)Intended Use
Starter (with 30-day free trial of Pro features)$59 / month, free for 30 daysDefault landing tier for every self-serve signup. A valid payment method is required at signup; the trial includes access to Pro features at trial-specific monthly allowances. At trial end, the Account converts to the paid Starter Subscription unless you cancel or upgrade beforehand.
Starter$59 / monthSolo contractors (default post-trial tier)
Pro$179 / monthSmall crews (default conversion from Trial)
Business$449 / monthMulti-crew operations (12 seats inclusive of the owner)
EnterpriseContact salesMid-to-large operations and franchise rollups

Trial. Every new self-serve Account is a paid Starter signup with a 30-day free trial. A valid payment method is required at signup; no charges are made during the trial period, and you will not be charged until the trial ends. During the trial, Pro-tier features are unlocked for evaluation — including AI image editing, 3D scene reconstruction, remote homeowner captures, AI bid generation from text descriptions, multi-seat team access (up to 3 seats), and the full set of CRM integrations — at trial-specific monthly allowances that are smaller than the equivalent paid Pro plan. Trial allowances are currently approximately: five (5) scans per month, five (5) splat trainings per month, five (5) remote homeowner captures per month, twenty-five (25) AI image edits per project (approximately 125 per month), three (3) team seats, ninety (90) day storage retention on uploaded content, and a "Made with Clinch" watermark on exported bid PDFs. Specific numeric limits are stated in the in-app subscription screen and govern in the event of any conflict with this summary. At least three (3) days before the trial ends (and we will endeavor to send notice further in advance where reasonably practicable), we will send a reminder email to your Account email address disclosing (i) the date the trial converts to a paid Starter Subscription, (ii) the monthly price that will be charged ($59 at the Starter price in effect on the date of this Agreement), and (iii) instructions for cancellation through your Account settings.

At the end of the trial:

The combination of (i) affirmative consent to enrollment and to the auto-charge disclosed at signup, (ii) the pre-conversion reminder, and (iii) cancellation through your Account settings is intended to comply with the FTC Negative Option Rule (16 CFR Part 425), the Restore Online Shoppers' Confidence Act (15 U.S.C. § 8401 et seq.), California Business & Professions Code §§ 17600 et seq., and EU Directive (EU) 2019/2161 to the extent applicable.

No permanent free tier; Founding Crew. Clinch does not offer an indefinite free tier. A limited cohort of early Customers (the "Founding Crew," allocated at our discretion and administered by an allow-list of email addresses maintained on our backend) may use the Pro tier free for thirty (30) days, with no payment method required at signup, in exchange for product feedback and a review. A Founding Crew member who uses the Service to send at least one bid during the free period may earn, at our discretion, an additional fifteen (15) days of free Pro access (up to forty-five (45) days total). The Founding Crew trial is governed by a separate Founding Crew Agreement published at app.clinchwin.com/beta-agreement. Founding Crew Customer Content is retained on the Pro retention schedule for the duration of the trial. At the end of the free period your Account converts to a paid Subscription unless you cancel beforehand; if a Founding Crew member does not convert, the post-cancellation retention window described in Section 15.4 applies (Pro schedule).

Founding Crew pricing. A Founding Crew member who converts to a paid Subscription receives a promotional loyalty-discount schedule that varies by tier and steps down over time — by way of summary and not limitation: a first-year discount (currently up to 50% off for Starter/Pro and a smaller percentage for Business, to protect margins), a reduced second-year loyalty discount, and a smaller permanent loyalty discount thereafter — applied as discount coupons to the Subscription. These discounts (a) apply only while the Subscription remains continuously active and in good standing; (b) are personal to the Account and non-transferable; (c) do not reduce applicable taxes; and (d) the permanent loyalty discount does not reactivate if the Subscription is cancelled and later restarted. The specific percentages, durations, referral terms, and any other Founding Crew benefits are set out in the Founding Crew Agreement at app.clinchwin.com/beta-agreement; in the event of any conflict, that Agreement governs over this summary.

Fair-use policy on plan features. Where a specific numeric limit applies to a feature (for example, the server-side scan allowance, the AI image-edit cap, or the splat-training cap), the limit is stated in the in-app subscription screen and that stated limit governs. For any feature published as "no fixed monthly limit," "unmetered," or similar language, the feature is subject to the following fair-use policy. These thresholds apply during the closed-beta period and may be revised on prospective notice as described in Section 16:

Project overages (consent-gated, currently the only per-unit charge). When a paid Subscription reaches its monthly project cap, you may — at your option — purchase additional projects at a per-project overage price by tier: $15.00 (Starter), $7.00 (Pro), $4.00 (Business) per extra project. An overage is never charged automatically: the Service blocks the action, displays the exact price, and requires your explicit confirmation (which we record, with timestamp, IP address, and user agent) before any charge is created; confirmed overages are billed through Stripe metered usage on your next invoice. Trial accounts cannot purchase overages (consistent with the no-charges-during-trial commitment above). No other feature currently carries a per-unit charge; if we convert any other feature to a per-unit overage in the future, we will provide written notice with a reasonable transition period as required by Section 16.2.

We may modify plan features, limits, and pricing on prospective notice as described in Section 16.

3.3 Account Registration

You must provide accurate, current, and complete information when creating an Account, and you must keep your credentials confidential. You are responsible for all activity that occurs under your Account. You must notify us promptly at support@clinchpro.com of any suspected unauthorized access.

3.4 Beta and Preview Features

We may, from time to time, make beta, alpha, preview, or experimental features available. Such features are provided "AS IS," may be modified or withdrawn at any time, and are excluded from any service-level commitments.

4. Acceptable Use

You agree that you will not, and will not permit any user under your Account to:

  1. Scan or photograph property without authorization. You may only capture, upload, or process scans and images of premises that you (or your end-customer who has retained you for remodeling services) own, lease, or are otherwise lawfully authorized to image. You are solely responsible for obtaining and documenting consent from property owners and any individuals who may appear in scans.
  2. Upload or transmit content that is unlawful, infringing, defamatory, obscene, harassing, sexually explicit, or that depicts minors in any context other than incidental, non-identifying inclusion in a residential interior scan.
  3. Reverse-engineer, decompile, disassemble, or attempt to derive the source code, models, or algorithms underlying the Service, except to the limited extent such restriction is prohibited by applicable law.
  4. Resell, sublicense, rent, lease, time-share, or otherwise commercially exploit the Service for the benefit of a third party that has not purchased its own Subscription, except as expressly permitted (e.g., generating client deliverables in the normal course of your remodeling business).
  5. Use the Service to develop a competing product, including by training a machine-learning model on Outputs.
  6. Probe, scan, or test the vulnerability of the Service, or breach security or authentication measures, without our prior written authorization.
  7. Use any automated means (bots, scrapers) to access the Service outside of documented APIs.
  8. Misrepresent AI-generated Output as an unaltered photograph of as-built conditions in any contract, permit application, insurance claim, or legal proceeding (see Section 7.3).
  9. Use the Service in violation of any applicable law, including export controls, sanctions, privacy laws (including GDPR and CCPA), and construction-licensing requirements.

We may, at our discretion, suspend access to the Service if we have a reasonable, good-faith belief that you have violated this Section 4.

5. Customer Content and Intellectual Property

5.1 Your Ownership

As between you and Clinch, you retain all rights, title, and interest in and to your Customer Content and to any Output to the extent it is derived from your Customer Content. We claim no ownership of your scans, photographs, bids, measurements, or business records.

5.2 License to Clinch

You grant Clinch a worldwide, royalty-free, non-exclusive license to host, store, transmit, display, copy, modify, create derivative works of, and otherwise process Customer Content solely for the purposes of (i) providing, maintaining, and improving the Service for you; (ii) executing the AI processing pipeline you have requested (including transmission to third-party processors as listed in our Privacy Policy); (iii) complying with legal obligations; and (iv) generating de-identified, aggregated statistics that do not identify you, your customers, or any individual.

We will not train general-purpose machine-learning models on identifiable Customer Content without your separate, opt-in consent.

5.3 Our Ownership

Clinch (and our licensors) own all rights, title, and interest in and to the Service, including all software, mobile applications, web applications, designs, documentation, APIs, trademarks, logos, and underlying models, algorithms, and infrastructure. Except for the limited rights expressly granted in Section 5.4, we reserve all rights.

5.4 License to You

Subject to your compliance with these Terms and timely payment of fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, during your active Subscription Term, to access and use the Service for the internal business operations of your remodeling business.

5.5 Feedback

If you submit suggestions, ideas, feature requests, or other feedback to us, you grant us a perpetual, irrevocable, royalty-free license to use that feedback without restriction or compensation.

5.6 DMCA / Repeat-Infringer Policy

Clinch respects the intellectual-property rights of others and expects you to do the same. We comply with the U.S. Digital Millennium Copyright Act (17 U.S.C. § 512) and similar laws in other jurisdictions, and we have adopted the following procedures consistent with the DMCA's safe-harbor framework.

Designated Copyright Agent. Notices of claimed copyright infringement (or counter-notices) regarding material made available through the Service should be sent to our Designated Copyright Agent. Detailed instructions, the notice template, the counter-notification procedure, and our repeat-infringer policy are published at app.clinchwin.com/dmca. The short-form contact details are:

Our designation is recorded in the U.S. Copyright Office's public DMCA Designated Agent Directory at dmca.copyright.gov under Registration Number DMCA-1072944.

Required contents of a DMCA notice (17 U.S.C. § 512(c)(3)). To be effective, a notice of claimed infringement must include all of the following:

  1. A physical or electronic signature of the copyright owner or a person authorized to act on the owner's behalf;
  2. Identification of the copyrighted work claimed to have been infringed (or, if multiple works at a single location, a representative list);
  3. Identification of the allegedly infringing material and information reasonably sufficient to permit us to locate it (typically a URL or a link to the specific item in the Service);
  4. The complaining party's contact information (mailing address, telephone number, and email address);
  5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;
  6. A statement that the information in the notice is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of the exclusive right that is allegedly infringed.

Misrepresentation. Knowingly making a material misrepresentation under § 512 may subject you to liability for damages, costs, and attorneys' fees under 17 U.S.C. § 512(f).

Counter-notice procedure. If you believe your material was removed in error, you may send a counter-notice meeting the requirements of 17 U.S.C. § 512(g)(3) to the Designated Agent contact above.

Repeat-infringer policy. It is Clinch's policy to terminate, in appropriate circumstances, the Accounts of Users who are determined to be repeat infringers of intellectual-property rights. We reserve the right, at our sole discretion, to terminate Users who engage in infringing activity even on a single occasion if circumstances warrant.

Non-DMCA jurisdictions. Users outside the United States may have analogous rights under their local copyright laws (e.g., the EU Copyright Directive). Use the same contact channels above; we will respond in accordance with applicable law.

5.7 Aggregated Benchmarks and De-Identified Insights

To help you price competitively, the Service may compute and display aggregated, de-identified benchmarks derived from Customer Content and usage across our Customer base — for example, typical markup ranges, average bid values, or win-rates for a project type or geographic area (e.g., "contractors in your area mark up kitchen remodels approximately 35–45%").

You grant Clinch the right to use de-identified data derived from your Customer Content to compute and display such benchmarks and to improve the Service, subject to the following safeguards:

6. Fees, Subscriptions, Auto-Renewal, and Cancellation

Plain-English summary of your cancellation right (this entire Section 6 is the binding language):

  • You can cancel at any time, for any reason, with one click in your Account settings at app.clinchwin.com/settings/billing, or by emailing support@clinchpro.com.
  • We will not require you to call a phone number, mail a letter, or speak with a human retention agent. We may show you an optional in-app "save" offer (for example: pause your plan, downgrade, or a one-time discount) on the cancellation screen, but a clear "Cancel" button is always present on that same screen — you can ignore the offer and finish cancelling in one step.
  • Cancellation takes effect at the end of your current billing cycle — you keep access until that date.
  • For annual plans we email you a renewal reminder 15–45 days before each renewal; for monthly plans you receive a receipt at each renewal. You can cancel anytime before a renewal.
  • We do not offer refunds for the unused portion of a billing cycle except as required by law or as listed in Section 6.5.

6.1 Fees

Paid Subscription fees are billed in advance through our payment processor, Stripe, in U.S. dollars. All fees are non-refundable except as expressly stated in Section 6.5 or as required by applicable law.

6.2 Taxes

Fees are exclusive of taxes. You are responsible for all sales, use, value-added, and similar taxes applicable to your Subscription, other than taxes on Clinch's net income.

6.3 Automatic Renewal (Compliance with California Business & Professions Code §§ 17600 et seq., FTC Negative Option Rule, and EU Directive (EU) 2019/2161)

By selecting a paid Subscription, you acknowledge and affirmatively agree that:

6.4 Cancellation (Compliance with the California Automatic Renewal Law and ROSCA)

You may cancel your Subscription at any time. Cancellation is available through the same medium you used to subscribe — online, within your Account at app.clinchwin.com/settings/billing — through a path at least as easy as the path by which you enrolled and without obstruction. You may alternatively email support@clinchpro.com.

Optional save offers. During the online cancellation flow we may present a single, optional "save" screen offering one or more retention alternatives (for example, pausing your Subscription, downgrading to a lower tier, or a one-time credit or discount). That screen will at all times display a clear, conspicuous, and directly actionable control to continue and complete cancellation (e.g., a "Cancel my plan" button) in immediate proximity to any offer. You are never required to accept, interact with, or respond to a save offer, to speak with a human agent, to call a telephone number, or to take any step beyond declining the offer in order to cancel. Any save offer (including a discount, free month, account pause, downgrade, or one-time credit) is one-time, conditional, and granted at our sole discretion; it confers no entitlement, ongoing right, or expectation of the same or any future offer, and we may condition, vary, or discontinue such offers at any time.

This Section is intended to comply with the California Automatic Renewal Law (California Business & Professions Code §§ 17600–17606, including the amendments effective July 1, 2025 requiring that cancellation be at least as easy as enrollment and available through the same medium used to enroll), the Restore Online Shoppers' Confidence Act (15 U.S.C. §§ 8401–8405), and Section 5 of the FTC Act (15 U.S.C. § 45). (We note that the FTC's amended Negative Option / "Click-to-Cancel" Rule, 16 CFR Part 425, was vacated by the U.S. Court of Appeals for the Eighth Circuit in July 2025 and is being re-drafted; we maintain the practices described here regardless of that Rule's status.)

Cancellation takes effect at the end of the then-current billing cycle; you will retain access until that date. You will not receive a refund for the unused portion of the cycle except as described in Section 6.5 or as required by law.

6.5 Refunds

General rule: All fees are non-refundable.

Exceptions:

6.6 Failed Payments

If a charge fails, we will retry the charge over a period of up to ten (10) days. If payment is not received, we may suspend your Account. Suspension does not terminate your Subscription; reactivation requires payment of overdue amounts.

7. Service Accuracy, AI Output, and Disclaimers

7.1 Measurement Accuracy ("Best-Effort" Disclaimer)

The Service uses photographs and short video frames captured on commodity smartphone hardware, uploaded to Clinch's servers, and processed through structure-from-motion, monocular depth estimation, and machine-learning reconstruction models to estimate dimensions of residential interiors. Such measurements are best-effort approximations only, and the technology is under active development. Accuracy varies substantially with lighting, surface reflectivity, mirrors and windows, room geometry, device hardware, operator technique, and the completeness and overlap of captured imagery, and individual measurements may deviate materially — including by large margins — from true physical dimensions. Clinch makes no representation, warranty, or guarantee that any measurement, dimension, area, or room shape produced by the Service will fall within any specified tolerance of the true physical dimensions, and any confidence indicator displayed alongside a measurement is itself an estimate, not a warranty. Where the Service withholds a measurement or marks it low-confidence, that determination is also best-effort and may not catch every inaccurate result.

You must independently verify all measurements before relying on them for any purpose involving cost, contract, permit, structural calculation, code compliance, ordering of materials, or any other application where accuracy matters. The Service is a productivity aid, not a replacement for a tape measure, laser distance meter, or licensed survey.

Homeowner-facing measurement disclaimer. Where a measurement produced by the Service is displayed to a homeowner (for example, on a remote-capture completion page, in a scope-confirmation step, or in a proposal delivered to the homeowner), the Service surfaces the disclosure "Measurements are approximate and not for permits or contracts without on-site verification." All captures are photo-only; homeowner remote captures in particular have wide uncertainty bands, and the Service surfaces a confidence-band indicator and a "low-confidence" banner where applicable. You agree not to remove, hide, or override these disclosures when presenting Service output to a homeowner.

7.2 Bid Templates and Extracted Data

The Service uses third-party large-language models (currently a Google-hosted large-language model) to extract structured data from bid documents you upload. Such extraction is probabilistic and may contain errors, omissions, or hallucinated content. You are responsible for reviewing all extracted data before using it in a binding bid, contract, or proposal.

7.3 AI-Generated Hero Photos and Marketing Imagery

The Service can generate AI-edited or AI-generated images (currently routed through Replicate, Inc.'s hosted image-editing model) representing proposed remodels, staged interiors, or hero photographs for marketing. Such images are artistic renderings, not photographs of as-built conditions or guarantees of finished work.

You expressly agree that you will not:

Default "AI-generated visualization" label. Because these renders are frequently shown to your end-homeowner clients, Clinch applies a visible "AI-generated visualization" label (and embeds a corresponding metadata tag) on AI-generated images by default, designed to reduce the risk that a homeowner mistakes a render for a photograph of completed work. The label is enforced on every homeowner-facing surface that displays an AI-generated image, including (without limitation) the homeowner remote-capture "reimagine" preview, any before/after image surfaced in the homeowner-facing proposal, and any rendered image embedded in a PDF or email delivered to a homeowner. The label is accompanied by the phrase "Illustrative only — not a guarantee of finished work or product availability." You are responsible for keeping such labeling intact when you present a render to a homeowner or any third party, and for any additional disclosure required by applicable law (including FTC Act § 5 and state unfair-or-deceptive-practices statutes). Removing or suppressing the label is at your own risk and does not shift to Clinch any liability arising from an undisclosed AI-generated image.

Product reference images used as transient generative inputs. When you select a retailer product from a product-search result (see Section 7.7) and request a render that places that product into a room photo, the Service fetches the retailer's publicly hosted product image at the time of generation and passes it transiently to the AI image-editing sub-processor as a style/reference input. The source retailer image is held only for the duration of the generation request and is not stored on Clinch's infrastructure. The generated render output is watermarked "Preview" and includes an on-image caption identifying the product brand, model, and source retailer. You agree (a) not to remove or obscure the watermark or attribution caption when presenting the render to a homeowner or third party, (b) not to use the render in marketing materials outside the specific contractor-client bid in which it was generated, and (c) not to represent the render as the manufacturer's own marketing image. You are responsible for any third-party-rights claim arising from your selection of a particular reference product or from a use that exceeds the bid-preview scope above.

7.4 Content Moderation and User-Generated-Content Screening

The Service hosts user-generated content ("UGC"), including photographs, video frames, bid documents, project notes, and AI-generated outputs. Automated screening via Google Cloud Vision SafeSearch — which classifies content along axes including adult content, violence, racy content, medical/gore, and spoof — currently runs on the following upload paths, at upload time and before the photo is persisted to storage: (a) homeowner remote-capture uploads received via a contractor-issued capture link, and (b) contractor hero/retake photo uploads used by the AI-editing feature. Content scoring above our configured thresholds on those paths is rejected and does not reach the rest of the Service; flagged uploads are logged for audit. Contractor room-scan uploads from the mobile application are not currently subject to automated content screening — they are captured by the authenticated contractor's own device for measurement processing, and the contractor remains responsible for their content under Section 4. We may extend automated screening to additional paths at any time. If the moderation service is temporarily unavailable on a screened path, an upload may proceed unscreened.

Beyond automated screening:

If your UGC is removed and you believe the removal was in error, you may appeal by emailing support@clinchpro.com within thirty (30) days; we will respond within ten (10) business days. Copyright takedowns follow the separate DMCA procedure in Section 5.6 (including the counter-notice path).

7.5 No Professional Advice

Clinch is not a licensed contractor, architect, engineer, surveyor, real-estate agent, insurance adjuster, or attorney. Nothing in the Service constitutes professional advice. You remain solely responsible for compliance with building codes, licensing requirements, contract law, and consumer-protection law in your jurisdiction.

7.7 Product-Search Results and Third-Party Retailer Information

The Service's product-search feature returns candidate products from third-party retailers (currently sourced through DataForSEO Ltd.'s licensed Google Shopping API). Product titles, prices, images, deep-link URLs, and brand information are supplied by the retailers and aggregated by the third-party data provider. Such information is provided as-is, may be out of date or incorrect, and is not verified by Clinch. Prices and availability fluctuate; image URLs are hot-linked directly from the retailer's content delivery network and may break without notice. Clinch is not a reseller of any retailer's products, does not process the underlying transaction, and makes no warranty as to fitness, accuracy, availability, return policy, warranty terms, or any other matter concerning a third-party retailer's product. You must verify the product, price, and availability on the retailer's website before relying on the information in a bid, contract, or order. When you click through a product deep-link, you leave the Service and your interaction is governed by the retailer's own terms and privacy policy.

8. Third-Party Services and Sub-Processors

The Service relies on third-party processors listed in our Privacy Policy (including, currently, Supabase, Supabase Storage, Stripe, Cloudflare R2 (planned migration target), Sentry, PostHog, Replicate, Google's LLM and image-generation APIs, Google Cloud Vision, Twilio, Resend, Modal, Upstash, Vercel, DataForSEO, Microsoft Clarity; plus Zapier when you connect it — see below). Your use of the Service is also subject to the applicable terms of those processors to the extent they govern your data. We are not responsible for the acts, omissions, or outages of third-party processors, except as required by applicable data-protection law and as set out in our Data Processing Addendum.

AI-image-editing sub-processor disclosure. AI image editing is currently performed by two providers, depending on the feature: whole-room "vision" renders are generated by Google LLC's hosted image-generation model (paid API tier, whose terms state inputs/outputs are not used for model training), and object/material edits (the hero-photo and staged-rendering features) are performed by Replicate, Inc., which routes the request through a hosted image-editing model. In each case, the photo you submit for editing is transmitted to that provider for the requested generation. Replicate's standard, publicly posted Terms of Service grant Replicate certain rights with respect to inputs and outputs submitted through its platform. We are not currently under an enterprise-tier agreement with Replicate that restricts those default rights. Accordingly, when you use AI image-editing features, your submitted inputs are processed under Replicate's standard terms, and you should not upload to the Service any image that you consider proprietary or sensitive beyond the residential-interior workflow described in these Terms. If you do not wish your inputs to be processed under Replicate's standard terms, you may refrain from using the AI image-editing features without affecting your right to use the rest of the Service. We may evaluate enterprise-tier terms with Replicate or an alternative AI image-editing provider as our user base grows; any such change will be reflected in our Privacy Policy and sub-processor list under Section 16.

Product-analytics sub-processor disclosure. We use PostHog (us.i.posthog.com) for product analytics, session replay, feature-flag management, and server-side log aggregation. PostHog session-replay recordings mask all <input>, <textarea>, and <select> elements by default; client names, bid amounts, payment-method details, and other sensitive form values are not captured in replay data. We have signed a Data Processing Agreement with PostHog. Individual users may request opt-out from session recording by emailing support@clinchpro.com.

Payment-processing disclosure. Payment processing is handled exclusively by Stripe, Inc. We do not store credit-card numbers; we store only the Stripe customer ID and the payment-method last-4 digits and brand for display purposes. Stripe's privacy policy governs payment data.

User-directed integrations (Zapier). If you connect your Zapier account to the Service, scan and bid event data (including time-limited signed links to your content) is transmitted to Zapier, Inc. at your direction, to the Zaps you configure. Zapier processes that data as your service provider under Zapier's own terms; disconnecting the integration stops further transmission.

Hosting and rate-limiting sub-processor disclosure. The app.clinchwin.com application is hosted on Vercel Inc.'s Next.js platform; all HTTP requests transit Vercel's edge network, and Vercel retains standard request logs (IP address, user-agent, URL path, response status). Customer Content itself is never stored on Vercel — Vercel's serverless functions read from / write to Supabase and Cloudflare R2. API rate-limiting and idempotency keys are stored in Upstash, Inc.'s serverless Redis offering; only per-Account request counters and short-lived tokens are stored there, never Customer Content.

Open-source model weights. The Service incorporates pre-trained machine-learning model weights distributed under permissive open-source licenses (Apache 2.0, MIT, BSD-2-Clause, BSD-3-Clause). A complete inventory of model weights, their code and weights licenses, and their training-data lineage is maintained internally and is available to Business-tier and Enterprise-tier Customers upon written request to support@clinchpro.com.

9. Service Availability

We will use commercially reasonable efforts to make the Service available 24/7, excluding scheduled maintenance and circumstances beyond our reasonable control (force majeure). Clinch does not currently offer a contractual uptime SLA on the Free, Starter, or Pro plans. Business-plan customers may negotiate a separate SLA addendum.

10. Privacy and Data Protection

Our handling of personal data is described in our Privacy Policy at app.clinchwin.com/privacy, which is incorporated into these Terms by reference. If you process personal data of EU/UK/California data subjects through the Service in a capacity where you are a "controller" and we are a "processor," our standard Data Processing Addendum ("DPA") is published at app.clinchwin.com/dpa; to request an executed copy of the DPA countersigned by Clinch, email support@clinchpro.com with the subject line DPA - Execution request.

11. Confidentiality

Each party may receive information that is confidential to the other ("Confidential Information"). The receiving party will (a) use the same degree of care to protect the disclosing party's Confidential Information as it uses to protect its own, but no less than a reasonable standard of care, and (b) use Confidential Information only to perform under these Terms. Customer Content is treated as your Confidential Information. The Service's non-public features, pricing, and Documentation are treated as our Confidential Information. Confidentiality obligations survive for three (3) years after termination, except that trade secrets are protected for so long as they qualify as such under law.

12. Indemnification

12.1 By Customer

You will defend, indemnify, and hold harmless Clinch, its members, officers, employees, and contractors from and against any third-party claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising out of or relating to (a) your Customer Content, (b) your violation of Section 4 (Acceptable Use), (c) your breach of any representation or warranty in these Terms, (d) your failure to obtain required consents from property owners or individuals appearing in scans, (e) any actual or alleged infringement, misrepresentation, or unauthorized use arising from your reliance on or distribution of Output, or (f) your violation of any applicable law.

12.2 By Clinch

We will defend, indemnify, and hold harmless you from and against third-party claims that the Service, as provided by us and used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, and we will pay damages and reasonable attorneys' fees finally awarded against you in such a claim. Our obligations under this Section 12.2 do not apply to claims arising from (i) Customer Content, (ii) modifications of the Service not made by us, (iii) combination of the Service with materials not provided by us, or (iv) use of the Service after we have notified you to discontinue use due to a claim.

If the Service becomes, or in our opinion is likely to become, the subject of an infringement claim, we may, at our option, (1) procure for you the right to continue using the Service, (2) modify the Service so it is non-infringing, or (3) terminate the Subscription and refund any pre-paid, unused fees. This Section 12.2 states our entire liability for infringement claims.

12.3 Procedure

The indemnified party must (a) promptly notify the indemnifying party of the claim, (b) give the indemnifying party sole control of the defense and settlement, and (c) reasonably cooperate. The indemnifying party may not settle a claim that imposes any non-monetary obligation on the indemnified party without prior written consent.

13. Warranties and Disclaimers

13.1 Limited Warranty

We warrant that the Service will perform in material conformity with the Documentation under normal use. Your exclusive remedy, and our sole obligation, for breach of this warranty is for us to use commercially reasonable efforts to correct the non-conformity or, if we cannot do so within a reasonable time, to terminate your Subscription and refund pre-paid, unused fees.

13.2 Disclaimer

EXCEPT AS EXPRESSLY SET FORTH IN SECTION 13.1, THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE," AND CLINCH AND ITS LICENSORS DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OF MEASUREMENT OR OUTPUT, UNINTERRUPTED OPERATION, ERROR-FREE PERFORMANCE, AND ANY WARRANTY ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WE DO NOT WARRANT THAT MEASUREMENTS, BID DATA, OR AI-GENERATED IMAGES PRODUCED BY THE SERVICE WILL BE FIT FOR USE IN PERMITS, CONTRACTS, INSURANCE CLAIMS, OR ANY OTHER REGULATED PURPOSE.

Some jurisdictions do not allow the exclusion of implied warranties; in those jurisdictions, the foregoing exclusions apply to the maximum extent permitted by law.

14. Limitation of Liability

14.1 Cap

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO CLINCH IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) FIVE THOUSAND U.S. DOLLARS ($5,000).

14.2 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOST GOODWILL, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.3 Carve-Outs

The limitations in Sections 14.1 and 14.2 do not apply to: (a) a party's indemnification obligations under Section 12; (b) Customer's payment obligations; (c) a party's breach of confidentiality under Section 11; (d) Customer's violation of Section 4 (Acceptable Use) or infringement of Clinch's intellectual property; (e) liability that cannot be limited by law (including, without limitation under California law, liability for gross negligence, willful misconduct, fraud, or violation of statute, as referenced in California Civil Code § 1668); or (f) statutory damages claims under any consumer-protection statute that prohibits pre-dispute liability caps for such claims.

14.4 Basis of the Bargain

You acknowledge that the limitations in this Section 14 are a fundamental element of the bargain between the parties and that we would not provide the Service without them.

15. Term and Termination

15.1 Term

These Terms take effect when you first access the Service and continue until terminated.

15.2 Termination by You

You may terminate by canceling your Subscription (Section 6.4) and discontinuing use of the Service.

15.3 Termination by Clinch

We may terminate or suspend your Account immediately, with or without notice, if (a) you materially breach these Terms and fail to cure within ten (10) days after notice (or immediately if cure is impossible), (b) we are required to do so by law, (c) you become insolvent or file for bankruptcy, or (d) we discontinue the Service generally (in which case we will provide reasonable advance notice and refund any pre-paid, unused fees).

15.4 Effect of Termination

Upon termination: (a) your right to access the Service ends; (b) we will retain your Customer Content for a tier-based post-cancellation retention window during which you may reactivate your Account (restoring access) or export your Customer Content in a commercially reasonable format by emailing support@clinchpro.com — approximately one hundred eighty (180) days for Starter, one (1) year for Pro, and three (3) years for Business, as further described in our Privacy Policy (Section 8); (c) after the applicable window expires, Customer Content is permanently deleted (Supabase Storage + Cloudflare R2 + DB references purged within 30 days of window expiry), unless you request earlier removal via support@clinchpro.com (which we will honor subject to any overriding legal-retention obligation) or legal obligations require longer retention; and (d) Sections that by their nature should survive (including 5.1, 5.3, 5.5, 5.7, 6.5, 7, 11, 12, 13.2, 14, 15.4, 17, 18, and 19) will survive.

The tier-based post-cancellation retention window applies equally to (i) self-serve cancellations, (ii) auto-downgrade-to-Starter conversions at trial end where the Customer subsequently cancels, and (iii) Founding Crew members who choose not to convert to (or who later cancel) a paid plan, in which case the window corresponds to the paid tier last in effect (Founding Crew defaults to the Pro window).

16. Modifications to Service and Terms

16.1 Service Changes

We may modify, add, or remove features of the Service. We will not materially degrade the core functionality of a paid Subscription without offering you a pro-rated refund.

16.2 Changes to Terms

We may update these Terms from time to time. For material changes, we will give you at least thirty (30) days' advance notice by email to your Account address and by posting the updated Terms with a new effective date at app.clinchwin.com/terms. Continued use after the effective date constitutes acceptance. If you do not accept material changes, your sole remedy is to cancel your Subscription before the effective date and receive a refund of any pre-paid, unused fees. If we provide less than thirty (30) days' advance notice of a material change, you may, in addition to the foregoing remedy, cancel your Subscription within thirty (30) days of the change and receive a pro-rated refund for the unused remainder of your then-current term.

17. Dispute Resolution and Arbitration

17.1 Informal Resolution

Before filing a claim, each party agrees to attempt to resolve disputes informally for at least sixty (60) days by sending written notice (to support@clinchpro.com for Clinch, or to your Account email address for Customer) describing the claim and a proposed resolution.

17.2 Binding Arbitration

ANY DISPUTE, CLAIM, OR CONTROVERSY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EXCEPT AS PROVIDED IN SECTION 17.4, WILL BE RESOLVED BY BINDING ARBITRATION administered by JAMS (or, if JAMS is unavailable, the American Arbitration Association) under its then-current commercial arbitration rules. The seat of arbitration will be Wilmington, Delaware, United States, and the proceedings will be conducted in English. The arbitrator's decision will be final and may be entered as a judgment in any court of competent jurisdiction.

17.3 Class-Action Waiver

EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, OR REPRESENTATIVE PROCEEDING. Disputes must be brought on an individual basis. If this class-action waiver is held unenforceable, then the entirety of Section 17.2 will be null and void, but the rest of these Terms will remain in effect.

17.4 Carve-Outs

Notwithstanding Section 17.2, either party may (a) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent infringement or misappropriation of intellectual property or breach of confidentiality, and (b) bring an action in small-claims court for claims within its jurisdiction.

17.5 Opt-Out

You may opt out of the arbitration and class-action waiver in Sections 17.2 and 17.3 by sending written notice to support@clinchpro.com within thirty (30) days of first accepting these Terms. If you opt out, disputes will be resolved in the courts specified in Section 18.

18. Governing Law and Venue

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Subject to Section 17, the parties consent to the exclusive jurisdiction of the state and federal courts located in Kent County, Delaware.

The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19. General Provisions

20. Contact

Clinch Pros LLC 8 The Green, STE B Dover, DE 19901 United States Registered Agent: Northwest Registered Agent Service, Inc. Email (all inquiries — legal notices, arbitration opt-outs, DMCA notices, privacy requests, and support): support@clinchpro.com. To help us route your message promptly, please prefix your subject line with one of the following tags where applicable: LEGAL, ARBITRATION OPT-OUT, DMCA, PRIVACY, or SUPPORT.

Change Log

VersionDateSummary
1.9June 11, 2026Affiliate program operative (§7.7): Impact.com link tracking deployed in the Service — §7.7's conditional affiliate clause is now in effect, with the FTC-required disclosure displayed where affiliate links appear. Overage disclosure (§3.2): documented the live, consent-gated per-project overage prices ($15/$7/$4 by tier), the explicit-confirmation mechanism, and that trial accounts cannot purchase overages; removed the unavailable "per-edit pay-as-you-go" option from the AI-edits fair-use note. Trial allowances corrected (§3.2): 3 team seats (was misstated as 2) and 25 AI edits/project ≈ 125/month (was misstated as 50/month). Content-screening scope corrected (§7.4): automated SafeSearch screening accurately scoped to homeowner remote-capture uploads and contractor hero/retake uploads; contractor mobile room-scan uploads are not currently screened. Sub-processors (§8): Google's image-generation API named alongside Replicate for AI image editing; Impact.com and user-directed Zapier transmission disclosed.
1.8June 9, 2026§7.1 rewritten with no numeric accuracy tolerance; Business seats corrected to 12; upload-time screening wording for homeowner captures; Microsoft Clarity added to §8.
≤1.7May–June 2026See prior drafts; v1.7 added homeowner remote-capture and AI-imagery provisions (§7.3, §7.7, homeowner measurement disclaimer).

End of Terms of Service.