Terms of Service

These Terms of Service ("Terms") govern your access to and use of the websites, applications, and software services made available by Punch Software Inc. ("Punch," "Company," "we," "us," or "our"). The "Service" means the Punch AI-powered construction purchasing, purchase order, invoice, expense, reporting, supplier and material workflow, and automation platform, together with related onboarding, support, integrations, AI-assisted analysis, email and document processing, and accounting integration services.

By accessing or using the Service, you ("Customer," "you," or "your") agree to these Terms. If you do not agree, you must not access or use the Service. The Service is offered for business use only and is not intended for personal, family, or household purposes.

1. Order of Precedence

These Terms apply generally to your access to and use of the website and Service. If Customer and Punch have entered into a signed subscription agreement, master services agreement, order form, statement of work, or other written agreement covering the Service (each, a "Customer Agreement"), that Customer Agreement controls over these Terms with respect to the Service it covers.

These Terms apply only to the extent they do not conflict with the applicable Customer Agreement. In the event of any conflict or inconsistency, the order of precedence is: (a) the signed Customer Agreement and any executed order form or statement of work thereunder; (b) any Punch policy expressly incorporated by reference into the Customer Agreement; and (c) these Terms.

2. Definitions

"Service" means the Punch platform and related services described above, including all software, models, APIs, automations, integrations, web and desktop interfaces, onboarding, support, documentation, and analytics.

"AI Agent" or "Agent" means the automated system that interacts with Customer Data, suppliers, email systems, workflows, and other Third-Party Services on Customer's behalf within the rules and permissions Customer configures.

"Customer Data" means all data, documents, emails, attachments, project records, purchase orders, invoices, expense records, pricing, supplier and material information, workflows, approval rules, accounting records, and other materials submitted, connected, uploaded, transmitted, or otherwise made available by Customer or its users to the Service.

"Platform Data" or "Derived Data" means aggregated, de-identified, normalized, or system-level data, mappings, taxonomies, supplier and material directories, coding rules, extraction rules, matching rules, analytics, automation models, configurations, improvements, and usage and performance insights generated by or in connection with the Service that do not identify Customer or reveal Customer-specific confidential information.

"Third-Party Services" means external systems integrated with the Service (e.g., email providers, cloud storage, accounting systems, supplier portals, and AI/LLM vendors).

3. Agreement to Terms

By creating an account or using the Service, Customer:

• Accepts these Terms and all policies referenced herein;
• Represents that the individual accepting these Terms is at least 18 years old; and
• If acting for a business or other legal entity, confirms they have authority to bind that entity.

We may refuse, suspend, or terminate the Service for violations of these Terms, misuse, security risk, or suspected fraudulent or unlawful activity, subject to any rights granted under a Customer Agreement.

4. Service Description

Punch provides an AI-powered platform that can assist with:

• Purchase order creation, approval, and management
• Supplier and subcontractor communication
• Email and document parsing, including invoice and quote retrieval
• Automated invoice-to-PO reconciliation
• Material order tracking and supplier/material workflow automation
• Expense capture and reporting
• Reporting, analytics, and AI-assisted analysis
• Integrations with customer systems, accounting systems, and other Third-Party Services

Service Modifications

We may modify, enhance, or discontinue features of the Service from time to time. Any material reduction in core functionality during an active subscription term will be governed by the applicable Customer Agreement.

No Guarantee of Results

Except as expressly stated in a Customer Agreement, Punch does not guarantee specific cost savings, accuracy of AI outputs, error-free procurement, financial outcomes, or specific performance metrics.

5. AI-Specific Disclaimers & Required Human Oversight

The Service uses artificial intelligence, machine learning, and automation. Customer acknowledges that:

• AI may produce incomplete, inaccurate, unpredictable, or erroneous outputs;
• The AI Agent may misinterpret data, emails, invoices, or supplier communications;
• Customer is responsible for reviewing all actions and outputs before acting on them; and
• Customer must verify quantities, pricing, supplier selections, invoice matches, recommendations, and approvals before execution.

Required Human Oversight

Customer must review and approve purchase orders, invoice matches, supplier communications, and AI-generated recommendations before relying on them or allowing them to be executed externally.

Not a Professional Service

Punch does not provide legal, accounting, tax, financial, or other professional advisory services. Customer is responsible for obtaining professional advice as appropriate.

6. Authorization to Access Email, Files & Systems

To operate the Service, Customer authorizes Punch to:

• Access and read emails in connected mailboxes;
• Retrieve and process attachments, invoices, and documents;
• Send emails on Customer's behalf to suppliers, subcontractors, and team members;
• Act as an automated operational assistant within the rules and permissions Customer configures;
• Access and interact with Third-Party Services that Customer connects.

Customer represents that it has all rights, consents, and authority needed to grant these permissions and to provide the connected systems and data to Punch.

7. Customer Responsibilities

Customer agrees to:

• Provide accurate information, reasonable cooperation, system access, permissions, and approvals needed to configure, operate, and support the Service;
• Ensure that it has all necessary rights and authority to provide project data, supplier data, invoices, purchase orders, emails, documents, accounting data, and other Customer Data to Punch and to allow Punch to process such data as contemplated by these Terms;
• Keep connected accounts (email, accounting, storage, supplier portals) active and authorized;
• Maintain secure access to its credentials and systems;
• Review and approve AI-generated outputs before relying on or executing them; and
• Use the Service in compliance with its internal procurement rules, contracting policies, and applicable laws.

Customer shall not, and shall not permit any third party to:

• Reverse engineer, decompile, copy, modify, resell, sublicense, rent, lease, or provide access to the Service for the benefit of any third party (other than Customer's authorized users in the ordinary course of its internal business);
• Use the Service to build a competing product or to train competing models;
• Bypass or disable security features, attempt prompt-injection or model-manipulation attacks, or upload malicious code; or
• Use the Service for any fraudulent, unlawful, or unauthorized purpose.

Customer shall not upload or transmit through the Service any protected health information, payment card data subject to PCI DSS, biometric identifiers, government-issued identification numbers, or other special-category or regulated data, unless Punch has expressly agreed in writing to receive such data and to apply appropriate safeguards.

8. Account Registration & Security

Customer must maintain accurate account information and protect login credentials. Customer is responsible for all activity under its account and the actions of its authorized users.

9. Commercial Terms; Fees & Payment

Fees, billing frequency, subscription term, capacity and usage limits, overages, onboarding fees, renewal terms, payment deadlines, and other commercial terms applicable to Customer's use of the Service are set forth in the applicable order form, Customer Agreement, statement of work, invoice, checkout flow, or other written agreement between Punch and Customer (collectively, the "Commercial Terms").

• Fees are non-refundable except as expressly stated in the applicable Commercial Terms or as required by law.
• Fees are exclusive of all taxes, levies, and duties.
• Customer is responsible for all taxes associated with its purchase of the Service, other than taxes based on Punch's net income.
• Punch may suspend access for any undisputed amounts that remain overdue, after providing written notice and a reasonable opportunity to cure.
• Pricing changes do not affect an active signed subscription term unless the applicable Customer Agreement provides otherwise.
• If there is any conflict between the Commercial Terms and these Terms, the Commercial Terms control.

Checkout Orders

If Customer purchases the Service through an online checkout page, payment link, invoice payment page, or similar online order flow, the product name, pricing, subscription term, included capacity, discounts, and other offer details shown in that checkout or payment page are incorporated into these Terms for that purchase and form part of the Commercial Terms.

Signature Customer Offers

If a checkout, order, or Commercial Terms identify pricing as "Signature Customer" pricing (or use a similar designation), Customer agrees to provide reasonable product feedback, participate in reasonable reference calls, cooperate on case studies or testimonials, and permit Punch to use Customer's name and logo in customer lists, marketing materials, and on Punch's website, in each case subject to reasonable brand guidelines provided by Customer in writing.

10. Data, AI & Platform Data

Customer Data Ownership

As between the parties, Customer retains all right, title, and interest in and to its raw Customer Data. Customer grants Punch a worldwide, non-exclusive license to host, process, use, copy, transmit, display, modify, normalize, analyze, and generate outputs from Customer Data as needed to provide, secure, maintain, support, and improve the Service and to perform Punch's obligations under these Terms or any Customer Agreement.

Platform Data / Derived Data

Punch owns the Service, the AI Agent, the Platform Data and Derived Data, and all models, rules, workflows, configurations, improvements, and related intellectual property. Platform Data and Derived Data do not include Customer Data in identifiable form and will not be used in a way that identifies Customer or reveals Customer-specific confidential information.

Customer Confidentiality

Punch will not publicly disclose Customer-specific negotiated pricing, purchasing history, project data, or supplier terms in a manner that identifies Customer without Customer's consent.

AI Providers

Punch may use third-party AI providers, model vendors, and other subprocessors to provide the Service. Punch will not provide Customer Data to third-party general-purpose AI foundation model providers for the purpose of training their models for model improvement, unless Customer expressly agrees in writing.

AI-Generated Outputs

As between the parties, AI-generated outputs delivered to Customer through the Service—such as purchase orders, supplier emails, analyses, reports, and recommendations—are owned by Customer, subject to Punch's underlying rights in the Service, models, and Platform Data.

11. Benchmarks & Network Products

Any use of Customer-specific pricing, purchasing, invoice, supplier terms, or other commercial data for cross-customer pricing benchmarks, external benchmarking products, or supplier-network products requires Customer's separate written opt-in.

This restriction does not limit Punch's right to use aggregated, de-identified Platform Data or Derived Data that does not identify Customer or reveal Customer-specific non-public information.

12. Confidentiality

Each party (the "Receiving Party") will protect the other party's (the "Disclosing Party") non-public business, technical, financial, product, customer, operational, workflow, pricing, and data information ("Confidential Information") using at least the same degree of care it uses to protect its own confidential information of like importance, and in no event less than a reasonable standard of care.

Confidential Information does not include information that:

• was already known to the Receiving Party without confidentiality obligations;
• is or becomes publicly available through no breach by the Receiving Party;
• is independently developed without use of or reference to the Disclosing Party's Confidential Information; or
• is lawfully received from a third party without confidentiality restrictions.

The Receiving Party may disclose Confidential Information to the extent legally required, provided that, where legally permitted, it gives the Disclosing Party prompt notice and a reasonable opportunity to seek protective treatment. Confidentiality obligations survive termination.

13. Privacy & Security

Punch's processing of personal data in connection with the Service is described in our Privacy Policy. Punch implements administrative, technical, and physical safeguards designed to protect Customer Data consistent with industry-standard practices for B2B SaaS, but no system is perfectly secure. A Data Processing Addendum is available on request for customers who require one.

14. Integrations & Third-Party Services

The Service may interoperate with Third-Party Services that Customer chooses to connect. Customer is responsible for maintaining its third-party accounts and complying with their terms. Punch is not responsible for outages, errors, or data issues originating from Third-Party Services.

15. Warranties & Disclaimers

Except as expressly stated in a signed Customer Agreement, the Service is provided "AS IS" and "AS AVAILABLE," and Punch disclaims all warranties, whether express, implied, statutory, or otherwise, including any warranties of merchantability, fitness for a particular purpose, title, and non-infringement.

AI outputs may be inaccurate or incomplete. Customer must review purchase orders, invoice matches, supplier communications, recommendations, and other AI-assisted outputs before relying on them. Punch does not provide legal, accounting, tax, financial, or other professional advice.

16. Limitation of Liability

To the maximum extent permitted by law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any lost profits, lost revenue, lost goodwill, or loss of data, arising out of or relating to the Service or these Terms, even if advised of the possibility of such damages.

Except as otherwise provided in a Customer Agreement, each party's total cumulative liability arising out of or relating to these Terms or the Service is limited to the amounts paid or payable to Punch for the Service during the 12 months preceding the event giving rise to the claim.

The foregoing limitations do not apply to: (a) Customer's payment obligations; (b) either party's breach of its confidentiality obligations; (c) Customer's breach of Punch's intellectual property rights; or (d) liability that cannot be limited under applicable law (such as for gross negligence, willful misconduct, or fraud).

17. Indemnification

Customer will defend, indemnify, and hold harmless Punch from and against any third-party claims, losses, damages, and reasonable expenses (including reasonable attorneys' fees) arising out of:

• Customer's use or misuse of the Service;
• Customer Data, including any claim that Customer Data infringes third-party rights or violates law;
• Customer's violation of these Terms or applicable law; or
• Customer's reliance on AI outputs without independent review and verification.

18. Termination

Punch may suspend or terminate access to the Service for violation of these Terms, non-payment of undisputed amounts, security risk, fraud, abusive use, or unlawful use. For Customers under a signed Customer Agreement, the parties' termination rights, notice periods, and cure rights are governed by that Customer Agreement.

Upon termination: (a) Customer's right to access and use the Service ends and Customer must stop using the Service; (b) fees accrued before the effective date of termination remain due and payable; and (c) the provisions that by their nature should survive (including those relating to ownership, fees, confidentiality, disclaimers, limitation of liability, indemnification, and dispute resolution) will survive termination.

19. Modifications to Terms

Punch may update these Terms from time to time. For material updates, Punch will provide reasonable advance notice through the Service, on its website, or by email. Continued use of the Service after the effective date of an update constitutes acceptance of the updated Terms.

Updates to these Terms do not amend an active signed Customer Agreement unless that Customer Agreement allows for it or Customer agrees in writing.

20. Dispute Resolution

Informal Resolution

The parties will attempt to resolve any dispute arising out of or relating to these Terms informally for at least 30 days before initiating formal proceedings.

Governing Law

These Terms are governed by the laws of the State of Georgia, without regard to its conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

Venue

The parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Fulton County, Georgia for any dispute not subject to a separate dispute resolution mechanism in a Customer Agreement.

21. General Provisions

• These Terms, together with any applicable Customer Agreement, constitute the entire agreement between the parties regarding the Service and supersede all prior agreements on the subject matter.
• If any provision is held invalid or unenforceable, the remaining provisions remain in effect.
• No waiver is effective unless in writing and signed by the waiving party.
• Customer may not assign these Terms without Punch's prior written consent. Punch may assign these Terms in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets.
• There are no third-party beneficiaries to these Terms.
• The parties are independent contractors.

22. Contact Information

Punch Software Inc.

Email: hello@buildwithpunch.com