Terms of Service

Effective [DATE] · Last updated [DATE]

These Terms of Service ("Terms") are an agreement between Pifer Creative LLC, an Arizona limited liability company doing business as Overhead ("Company," "we," "us"), and the firm that creates an Overhead account ("Customer," "you"). They govern your use of the Overhead software at app.overhead.design and related services (the "Service"). By creating an account, signing an order form, or using the Service, you agree to these Terms on behalf of your firm, and you confirm that you have authority to do so.

1. Definitions

• Customer Data means information you or your Users put into the Service, including projects, schedules, time entries, leave records, expenses, receipts, rate schedules, fees, invoices, payments, and contact details for clients and consultants.
• Users means the people you allow to use the Service under your account, such as partners, administrators, architects and designers.
• Output means anything the Service produces from Customer Data, including schedules, timesheets, invoices, reports, balances and forecasts.
• Order means any order form, quote, plan page or written agreement stating the fees and scope for your account.

2. The Service

Overhead is project management and project accounting software for architecture firms. It includes fee proposals, agreement templates, online signing, scheduling, timekeeping, leave tracking, expenses, fee and invoice management, consultant bills, change orders, pipeline and capacity planning, qualifications (SF330) and résumés, firm health reporting, QuickBooks file exports, and optional AI features. We may add, change or remove features over time. If we remove a feature you rely on, we'll give you reasonable notice where we can.

3. Accounts and roles

You are responsible for your account, for the Users you invite, and for the roles you assign them. Roles control what each User can see and do, including access to cost rates, fees and billing. You are responsible for assigning roles appropriately, for keeping sign-in credentials secure, and for requiring two-factor sign-in if your firm's policies call for it. Tell us promptly at info@overhead.design if you believe your account has been accessed without permission.

4. Fees

Fees, billing periods and any trial or early-access terms are set out in your Order. Unless your Order says otherwise, fees are due in advance, are non-refundable except where the law requires, and exclude taxes, which you are responsible for. We will not charge you for the Service without an Order you have accepted. We may change fees for future billing periods with at least 30 days' notice.

5. Your data

5.1 Ownership

You own Customer Data. You grant us a limited license to host, copy, process and display Customer Data only as needed to provide, secure and support the Service, and as described in our Privacy Policy.

5.2 Employee and third-party information

Customer Data will include personal information about your employees (such as hours worked, leave balances and expense records) and about your clients and consultants. You are responsible for having the right to provide that information to us, and for giving any notices to your employees and others that applicable law requires. As between us, you decide what information is collected and why, and we process it on your behalf.

5.3 Export and deletion

You can export Customer Data while your account is active. After your account ends, we will keep Customer Data available for export for 30 days, and then delete it within a reasonable period, except for copies we must keep by law or that remain in routine backups until they expire.

6. Professional and financial responsibility

6.1 Software, not advice

The Service is a software tool. We do not provide accounting, bookkeeping, tax, payroll, employment, legal, or architectural services, and nothing in the Service is advice in any of those areas. The Service is not a general ledger or payroll system and is not a substitute for your accountant.

6.2 You review what you issue

You are solely responsible for Output that you rely on, issue or send, including invoices, schedules, timesheets and reports. Before sending an invoice or issuing a schedule, you are responsible for checking it for accuracy and for compliance with your contracts.

6.3 Settings you control

Some Output depends on figures and policies you enter, including billing rates, cost rates, pay periods, leave accrual rules, holidays and mileage rates. The Service calculates from those settings as entered. You are responsible for keeping them correct and current, including entering each year's published mileage rate.

6.4 Employment law

Time and leave records in the Service help you manage your firm. You remain responsible for complying with wage-and-hour, overtime, leave, recordkeeping and other employment laws that apply to your firm.

6.5 Agreement templates

The Service includes agreement templates written by Company, such as owner–architect and architect–consultant agreements. They are starting drafts provided for convenience, not legal advice, and are not affiliated with or endorsed by the American Institute of Architects or any other publisher of standard contract forms. Templates may not suit your project, your jurisdiction or current law. You are responsible for having your own attorney review each template, and any changes you make, before you use it. The Service will not send an agreement for signature until a User with authority confirms that review for that template version; that confirmation is your representation, not ours.

6.6 Electronic signatures

The Service lets you send proposals, agreements and change orders for electronic signature. You are responsible for deciding whether electronic signature is appropriate for a given document and counterparty, for sending to the right person, and for any consents your clients must give under applicable law. The Service records the signing process (including verified email address, time, IP address and a document fingerprint) and attaches that record to the signed copy. Company is not a party to, and makes no promise about the enforceability of, any document you sign through the Service.

6.7 Exports and imports

Files the Service produces for other systems, such as QuickBooks invoice exports, are generated from Customer Data as entered. You are responsible for reviewing an export before importing it and for backing up the receiving system first.

7. AI features

The Service offers optional features powered by a third-party AI provider, such as reading consultant bills, receipts, fee proposals and schedules, drafting reminder wording, suggesting percent complete, and answering questions about using or searching Overhead. AI features are off for every firm until a User with authority turns them on, and individual features can be turned off. Once on, information is sent to the provider only when a User starts an AI action, and each feature describes in the Service what it sends.

AI output may be incomplete or wrong. It is offered as a suggestion for a person to check, and nothing it suggests is saved until a User saves it. You are responsible for reviewing AI output before relying on it, and you should not use it for accounting, legal or professional judgment. We do not use Customer Data to train AI models, and our provider does not use it to train its models under our agreement with it. We may set usage limits on AI features.

8. Acceptable use

You will not, and will not allow anyone to: use the Service unlawfully; upload malicious code; try to access another firm's data or any part of the Service you are not authorized to use; interfere with the Service's security or operation; resell or provide the Service to third parties except as your Order allows; or copy, reverse engineer or build a competing product from the Service, except where the law does not allow this restriction.

9. Security and availability

We use reasonable administrative, technical and physical safeguards designed to protect Customer Data, including separation of each firm's data at the database level. No system is perfectly secure, and we do not promise that the Service will be uninterrupted or error-free. We'll aim to schedule maintenance to minimize disruption and will tell you about a security incident affecting your Customer Data as required by law.

10. Feedback

If you send us suggestions or feature requests, we may use them without obligation to you.

11. Confidentiality

Each party will protect the other's non-public information that is marked confidential or that a reasonable person would understand to be confidential, using at least reasonable care, and will use it only to perform under these Terms. This does not apply to information that is public, already known, independently developed, or rightfully received from someone else. A party may disclose confidential information when required by law, after giving notice where permitted.

12. Warranty disclaimer

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT AND ACCURACY OF OUTPUT.

13. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, FEES OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY; AND (B) EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF THE AMOUNTS YOU PAID US IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR ONE HUNDRED US DOLLARS (USD $100). THESE LIMITS DO NOT APPLY TO YOUR PAYMENT OBLIGATIONS OR TO A PARTY'S INDEMNIFICATION OBLIGATIONS.

14. Indemnification

You will defend and indemnify Company against third-party claims arising from Customer Data, your Users' use of the Service in breach of these Terms, or Output you issue, including claims by your employees, clients or consultants, and will pay resulting damages, costs and reasonable attorneys' fees finally awarded or agreed in settlement. Company will give you prompt notice of the claim, reasonable cooperation at your expense, and control of the defense, except that you may not settle a claim that imposes obligations on Company without its consent.

15. Term and termination

These Terms apply for as long as you use the Service. You may stop using the Service at any time. Either party may end these Terms if the other materially breaches them and does not cure the breach within 30 days of notice. We may suspend access immediately if needed to prevent harm to the Service or other customers, or for non-payment after notice. Sections 5.3, 6, 7, and 11 through 17 survive termination.

16. Disputes

16.1 Governing law

These Terms are governed by the laws of the State of Arizona, without regard to conflict-of-laws rules.

16.2 Informal resolution

Before starting arbitration or a lawsuit, a party must send written notice describing the dispute, and the parties will try in good faith to resolve it for 30 days.

16.3 Binding arbitration

Any unresolved dispute arising out of or relating to these Terms or the Service will be resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, before a single arbitrator, in Pima County, Arizona or by videoconference. Judgment on the award may be entered in any court with jurisdiction. Either party may instead bring an individual claim in small claims court, or seek injunctive relief in court to protect its intellectual property or confidential information.

16.4 No class actions

Claims may be brought only on an individual basis, not as a plaintiff or class member in any class, consolidated or representative proceeding.

16.5 Opt-out

You may opt out of this arbitration section by emailing info@overhead.design within 30 days of first accepting these Terms. Opting out does not affect your use of the Service. If you opt out, or if this section is found unenforceable, disputes will be heard exclusively in the state or federal courts located in Pima County, Arizona.

17. General

These Terms, together with any Order and the Privacy Policy, are the entire agreement between the parties about the Service. If an Order conflicts with these Terms, the Order controls for that account. We may update these Terms; for material changes we will give at least 30 days' notice by email or in the Service, and changes apply from the start of your next billing period or your continued use after the notice date. Neither party may assign these Terms without the other's consent, except to a successor in a merger or sale of substantially all related assets. Failure to enforce a provision is not a waiver. If a provision is unenforceable, the rest remain in effect. Neither party is liable for delays caused by events beyond its reasonable control. Notices to us go to info@overhead.design; notices to you go to the email address of your account's administrator.

Contact

Pifer Creative LLC (d/b/a Overhead), Tucson, Arizona
info@overhead.design