Terms of Service

These Terms of Service ("Terms") are a binding agreement between you ("Customer," "you," or "your") and MoldMind LLC, doing business as Baseline PCR ("Baseline PCR," "we," "us," or "our"), a Connecticut limited liability company with offices at 2389 Main Street, Suite 100, Glastonbury, CT 06033, United States. They govern your access to and use of the Baseline PCR platform and any related websites, applications, APIs and services we make available (together, the "Service"). By creating an account, signing in, or otherwise using the Service, you agree to these Terms.

If you use the Service on behalf of a firm or other organization, you represent that you have authority to bind that organization, and "you" refers to both you and that organization.

1. Definitions

• "Account" means the user record we create for you when you register.
• "Firm" means the organization (engineering, architectural, inspection or consulting firm) under whose workspace Reports are prepared.
• "Customer Content" means everything you or your users upload to or create in the Service: photographs, field notes, questionnaires, documents, edits, firm settings including your unit-cost library, and any other material you provide.
• "Output" means content the Service generates from Customer Content by automated means, including photo classifications, extracted document facts, structured deficiency and reserve data, cost tables built from your unit-cost library, and draft narrative text.
• "Draft" means an Output-based report that has not been approved.
• "Report" means a Draft that a Reviewer has reviewed, edited as needed, approved and signed in the Service, and that the Service has rendered as a PDF.
• "Reviewer" means the licensed or otherwise qualified professional at your Firm who reviews, approves and takes responsibility for a Report.
• "Report User" means the client for whom your Firm prepares a Report (a buyer, owner, lender or other party) and anyone that client authorizes to rely on it.
• "Plan" means the per-report fees or subscription you select on our pricing page.

2. What the Service Is, and Is Not

Baseline PCR is drafting software for property condition assessment professionals. It organizes field evidence, drafts a structured property condition report in the form described by ASTM E2018, Standard Guide for Property Condition Assessments: Baseline Property Condition Assessment Process, and renders the approved result as a PDF.

Reports are AI-assisted professional work product. They are never AI-generated professional opinions. Every Draft is a starting point for a qualified professional. Your Reviewer is solely responsible for reviewing each Draft, verifying every observation, quantity, condition rating, useful-life opinion and cost against the evidence and the Reviewer's own professional judgment, correcting the Draft, and deciding what is issued. The Service will not issue a Report without a Reviewer's approval and signature, and it does not send Reports to anyone without your instruction.

Baseline PCR is a software vendor. We do not perform property condition assessments, walk-through surveys or document reviews; we do not render engineering, architectural, inspection, appraisal, legal or financial opinions; we do not hold ourselves out as a licensed professional in any jurisdiction; and we are not your employer, partner, agent, joint venturer or supervising professional. The professional services performed in connection with any assessment are exclusively yours.

The Service is for professionals. It is intended for use by firms and individuals qualified to perform property condition assessments and by the organizations that employ or engage them. It is not intended for, and must not be relied upon by, consumers or by any person as a substitute for a professional assessment of a property.

Standards. The Service is designed around ASTM E2018-24 and cites its section numbers so a Reviewer can check each part of a Draft against the guide. ASTM standards are copyrighted by ASTM International, which is not affiliated with Baseline PCR and does not endorse the Service; the Service does not reproduce the text of any ASTM standard. Where a Report User requires a different scope or form (for example an agency form), you are responsible for meeting that requirement.

3. Account Registration and Eligibility

You must provide accurate, current and complete information when registering and keep it updated. You are responsible for safeguarding your credentials and for all activity under your Account and your Firm's workspace. Notify us promptly at security@baselinepcr.com if you suspect unauthorized access.

You represent that you (a) are at least 18 years old; (b) have authority to enter into these Terms; (c) hold, or your Firm holds, every license, registration and qualification that your jurisdiction and your Report Users require for the assessment work the Service supports; (d) maintain professional liability (errors-and-omissions) insurance appropriate to that work; and (e) are not located in, or a national of, a country subject to United States embargo, and are not on any United States government list of prohibited or restricted parties.

Tell us promptly if a license or registration required for your practice is suspended, revoked or lapses. We may suspend or terminate the Service if your professional credentials lapse.

4. Plans, Fees, Renewal and Cancellation

Per-draft fees are charged once per job, when a user requests the first draft of a Report, at the rate for the property's size tier shown on the pricing page and beneath the draft button at that time. Delivery of the draft is the point at which the fee is earned; editing, later versions, approval and delivery of that job carry no further per-draft fee. The first job drafted in a new Firm workspace is free of charge. Where a draft is not usable because of a fault in the Service, we credit the fee as described in the help centre.

Firm plans are monthly or annual subscriptions that include a number of drafts per period, with additional drafts at the overage rate shown on the pricing page. Subscriptions begin when you activate the plan and automatically renew at the end of each billing period at the then-current price for the same plan unless you cancel before the renewal date. You can cancel at any time from Settings; cancellation takes effect at the end of the current paid period. Included drafts do not carry over between periods. For annual plans, where required by law (including Connecticut Public Act 25-44), we will send a reminder at least thirty days before renewal identifying the renewal, its amount and how to cancel.

Free trials that do not require a payment method never convert to a paid plan automatically; you choose a plan when you want one.

Taxes. Fees exclude taxes. You are responsible for sales, use, value-added and similar taxes on your purchase, other than taxes on our net income; if we must collect them we will add them to your invoice.

Payment. Fees are charged through our payment processor to the payment method on file. Per-report fees are non-refundable once a Report is approved, and subscription fees are non-refundable except as stated here or required by law. Amounts not received when due may accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and we may suspend the Service for non-payment after reasonable notice. If we retain counsel or a collection agency to recover amounts owed, you will reimburse our reasonable costs of collection.

Fee changes. We may change fees on at least thirty days' notice by email or in the Service. A change to a subscription takes effect at the next renewal; a change to per-report fees applies to Reports approved after the effective date. Your continued use after the effective date is acceptance; if you do not agree, your remedy is to cancel before the change takes effect.

Export after cancellation. You should export any Reports and Customer Content you want to keep while your Account is active. We may, at our discretion, provide a read-only export window after cancellation; its duration is at our discretion.

5. Acceptable Use

Your use of the Service is subject to our Acceptable Use Policy, which is incorporated by reference. A violation of that policy is a material breach of these Terms.

6. Customer Content and Your Firm's License to Us

You own your Customer Content and your Reports. You grant Baseline PCR a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, display and create derivative works of Customer Content solely as needed to provide, maintain, secure and improve the Service for you, to comply with law, and as otherwise permitted by these Terms and the Privacy Policy.

You represent that you have all rights needed to upload Customer Content, including the property owner's or manager's permission to photograph and document the property, and that Customer Content does not infringe or misappropriate any third party's rights or violate any law or confidentiality obligation.

People in photographs. You are responsible for what your photographs show. The Service flags photographs that appear to include a person and excludes them from the Report by default; a Reviewer may include one only after checking it. You are responsible for any consent, notice or privacy obligation that applies to images of people or of private spaces.

7. Aggregated and De-identified Data

We may create and use aggregated or de-identified data derived from use of the Service (for example, distribution of condition ratings by building age, or how often a drafted quantity is edited) to operate, analyze and improve the Service, and to publish industry statistics, provided the data does not identify you, your Firm, any Report User or any specific property. We do not sell Customer Content.

We do not use your Customer Content or Reports to train generative models that serve other customers. See the AI Disclosure for the training-data posture of our model vendors and our contractual restrictions on them.

8. Baseline PCR Intellectual Property, License to You, and Restrictions

The Service, including its software, prompts, schemas, templates, unit-cost and useful-life data files, boilerplate text, checks, designs and documentation, is owned by Baseline PCR and its licensors and protected by intellectual property law. Subject to these Terms, we grant you a limited, non-exclusive, non-transferable, revocable license to use the Service for your Firm's internal business of preparing property condition reports.

You will not, and will not permit anyone to: (a) copy, modify, translate or create derivative works of the Service; (b) reverse engineer or attempt to extract source code, prompts or model configurations, except where law prohibits this restriction; (c) sell, resell, rent, lease, sublicense or provide the Service to third parties as a service bureau; (d) use the Service to build a competing product, or use Output to train a machine-learning model; (e) bypass usage limits, access controls or security measures; (f) remove proprietary notices; or (g) use the Service in violation of law.

Boilerplate text, condition-term definitions, cost-methodology language and similar report text that the Service supplies may be included in your Reports without restriction. Our placeholder unit-cost table is provided only as a starting point for your own library and must not be redistributed as a cost reference.

9. Use of Output; No Warranty of Correctness

As between you and Baseline PCR, you may use Output for your Firm's internal purposes and incorporate it into Reports you deliver to Report Users, subject to Section 8 and to your Reviewer's obligations under Section 2.

Output is probabilistic. It may contain errors, omissions, misclassified photographs, mis-read nameplates, incorrect quantities, wrong useful-life assignments, stale or invented citations, and cost figures that do not reflect current conditions. The Service runs automated checks designed to catch some of these failure modes and to state "not observed" or "not provided" rather than invent facts, but no check is complete. You agree not to rely on any Output that a Reviewer has not independently verified.

Costs. Opinions of cost in a Draft are quantity times a unit cost from your Firm's library (or, until you replace it, our clearly labelled placeholder table) and useful-life values from published public-domain tables. They are order-of-magnitude figures for a Reviewer to verify or replace, not estimates, bids or appraisals, and Baseline PCR makes no representation about their accuracy for any property, region or date.

Copyrightability. We make no representation about the copyrightability, originality or third-party-claim status of Output. Output may resemble Output produced for other customers from similar inputs. We retain all rights in the Service from which Output is generated.

10. Approved Reports Are a Snapshot

When a Reviewer approves a Report, the Service captures the structured data, edits and rendered PDF as they exist at that moment. Later changes to evidence, settings or the unit-cost library do not alter an approved Report. The approved snapshot is what you, your Report User and any party you authorize may treat as the issued document. To reflect new information, create a new version, which is a new Report for fee purposes.

11. Delivery, Share Links and Reliance Letters

The Service can deliver a Report by download, by email to addresses you enter, and by expiring share link, and can draft a reliance letter from your inputs. You control who receives a Report and who may rely on it. Share links are unguessable but not authenticated: anyone with a link can open the Report until it expires or you revoke it. A reliance letter is your Firm's letter; Baseline PCR is not a party to any reliance you extend.

12. Feedback

If you send us ideas, suggestions or feedback about the Service, you grant Baseline PCR a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use it for any purpose without obligation to you. Feedback is not Customer Content.

13. Backups and Availability

We keep automated backups under our infrastructure providers' policies, which may change. We do not commit to a recovery time or recovery point objective beyond those policies, and you are responsible for keeping your own copies of Reports and Customer Content you cannot afford to lose. We do not offer a service-level agreement, uptime guarantee or response-time commitment. Statements about reliability or performance in marketing material are aspirational and not contractual.

14. AI Vendors and Data Retention

We use third-party AI model providers, accessed through an AI gateway, to produce Output. Our contracts with them prohibit using your Customer Content to train their models, and we select configurations that do not retain your inputs beyond what is needed to return a response, where the provider offers them. The AI Disclosure and the Subprocessor List describe the vendors and their retention posture, which may change as vendors and plans change.

15. Warranty Disclaimer

THE SERVICE, OUTPUT AND ALL MATERIALS WE PROVIDE ARE PROVIDED "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. TO THE MAXIMUM EXTENT PERMITTED BY LAW, BASELINE PCR DISCLAIMS ALL WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, COMPLETENESS, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR TRADE USAGE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT (A) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (B) OUTPUT OR REPORTS WILL BE ACCURATE, COMPLETE, RELIABLE, COMPLIANT WITH ANY STANDARD, OR FIT FOR ANY PURPOSE; (C) ANY COST, USEFUL-LIFE OR CONDITION FIGURE IS CORRECT; (D) DEFECTS WILL BE CORRECTED; OR (E) THE SERVICE IS FREE OF HARMFUL COMPONENTS.

Each party warrants that it has authority to enter into these Terms and that doing so will not breach any other agreement.

16. Your Indemnification of Baseline PCR

You will defend, indemnify and hold harmless Baseline PCR, its affiliates and their officers, members, employees, agents and licensors from any third-party claim, proceeding, damages, liability, settlement, judgment, cost and expense (including reasonable attorneys' fees) arising out of or relating to: (a) your or your users' use of the Service; (b) any Draft or Report you prepare, approve or deliver, and any assessment, observation, opinion, cost figure or recommendation in it; (c) any claim by a Report User, lender, buyer, seller, owner, tenant, contractor, insurer or other party arising from a property condition assessment or report associated with your use of the Service; (d) any allegation that Customer Content or a Report infringes or misappropriates a third party's rights or violates law or a confidentiality obligation; (e) your breach of these Terms, the Acceptable Use Policy or applicable law, including licensing law; or (f) your negligence, willful misconduct or fraud. These obligations apply whether or not the underlying claim has merit.

We will notify you promptly of a claim (late notice relieves you only to the extent you are prejudiced), give you control of the defense and settlement subject to our right to participate at our expense, and cooperate reasonably at your expense. You will not settle a claim that imposes liability, an obligation or an admission on Baseline PCR without our written consent.

Baseline PCR provides no indemnity to you. Sections 15 and 17 state the full extent of our responsibility and are your exclusive remedy with respect to the Service.

17. Limitation of Liability

17.1 No indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, RELIANCE OR PUNITIVE DAMAGES, OR FOR LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, REPUTATION, DATA OR USE, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, UNDER ANY THEORY, EVEN IF FORESEEABLE OR ADVISED OF THE POSSIBILITY.

17.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL CUMULATIVE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE GREATER OF (A) ONE THOUSAND UNITED STATES DOLLARS ($1,000) OR (B) THE FEES YOU ACTUALLY PAID TO BASELINE PCR IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

17.3 Exclusions. Sections 17.1 and 17.2 do not apply to (a) your payment obligations; (b) your indemnification obligations; (c) your breach of Section 8 or the Acceptable Use Policy; (d) a party's fraud, gross negligence or willful misconduct; or (e) liability that cannot be limited by law.

17.4 Basis of the bargain. The fees reflect this allocation of risk, which is an essential element of the agreement and applies even if a limited remedy fails of its essential purpose.

18. Confidentiality

Each party will protect the other's non-public information (for you: Customer Content and Reports; for us: non-public features, pricing and security details) with at least reasonable care, use it only to perform under these Terms, and disclose it only to personnel and contractors who need it and are bound by confidentiality, or as required by law after reasonable notice where lawful. This Section does not restrict our use of aggregated or de-identified data under Section 7.

19. Suspension and Termination

You may terminate by cancelling your plan and closing your Account. We may suspend or terminate your access immediately if you materially breach these Terms or the Acceptable Use Policy, if your credentials lapse, if required by law, or if continued service would create legal or security risk; we may also terminate for convenience on thirty days' notice with a pro-rata refund of prepaid, unused subscription fees. On termination, your license ends, fees accrued remain payable, and we will delete or de-identify Customer Content under the Privacy Policy's retention schedule after any export window.

20. Changes to These Terms

We may revise these Terms. For material changes we will give at least thirty days' notice by email or in the Service before they take effect; other changes take effect when posted. Continued use after the effective date is acceptance. If you do not agree, stop using the Service before the change takes effect.

21. Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, including natural disaster, epidemic, war, terrorism, labor dispute, governmental action, internet or utility failure, or failure of a third-party provider, except that payment obligations are not excused.

22. Disputes: Informal Resolution, Arbitration, Class Waiver, Time Limit

THIS SECTION AFFECTS YOUR LEGAL RIGHTS, INCLUDING THE RIGHT TO A JURY TRIAL, TO PARTICIPATE IN A CLASS PROCEEDING, AND TO BRING CLAIMS AFTER A LIMITED TIME.

22.1 Informal resolution first. Before starting arbitration or litigation, the parties will try for at least sixty days to resolve the dispute informally. Send a written description of the dispute and the relief you seek to legal@baselinepcr.com; we will respond and work with you in good faith.

22.2 Binding arbitration. If informal resolution fails, any dispute arising out of or relating to these Terms or the Service will be resolved by binding individual arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect, before a single arbitrator, seated in Hartford County, Connecticut. Judgment on the award may be entered in any court of competent jurisdiction.

22.3 Class action and jury waiver. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL AND TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE PROCEEDING. The arbitrator may not consolidate claims of more than one person. If this paragraph is unenforceable, all of Section 22 is void and the rest of these Terms is unaffected.

22.4 Mass filings. If twenty-five or more substantially similar demands are filed against Baseline PCR by the same or coordinated counsel within sixty days, the parties agree to the AAA's mass-arbitration supplementary rules then in effect or, if none, to a batched bellwether procedure set by the arbitrator, with staged fees, tolling for non-bellwether claims and a good-faith mediation after the bellwether awards.

22.5 One-year limit. Any claim arising out of or relating to these Terms or the Service must be filed within one year after it accrues or is permanently barred to the extent law allows. Baseline PCR's claims for unpaid fees, breach of Section 8, breach of the Acceptable Use Policy or breach of Section 18 may be brought within the longer of one year or the statutory period.

22.6 Opt-out. Within thirty days of creating your Account you may opt out of arbitration and the class waiver at no cost by emailing legal@baselinepcr.com from your Account email with the subject "Arbitration opt-out." Opting out does not affect the rest of these Terms.

22.7 Exceptions. Section 22 does not require arbitration of individual small-claims actions within that court's limits, actions for temporary or preliminary injunctive relief to protect intellectual property or confidentiality, or claims that law makes non-arbitrable.

22.8 Venue for non-arbitrable claims. For any claim not subject to arbitration, the parties consent to the exclusive jurisdiction of the state and federal courts in Hartford County, Connecticut.

23. Governing Law

These Terms are governed by the laws of the State of Connecticut without regard to conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

24. Assignment

You may not assign these Terms without our prior written consent, not to be unreasonably withheld; any attempt otherwise is void. We may assign them to an affiliate or a successor in a merger, acquisition, reorganization or sale of substantially all our assets without your consent. These Terms bind and benefit permitted successors and assigns.

25. Notices

We give notice by email to your Account address or in the Service. You give notice by email to legal@baselinepcr.com or by mail to the address above, effective on receipt.

26. Government Users; Export; Independent Parties; No Third-Party Beneficiaries

The Service is commercial computer software; government users receive only the rights in these Terms. You will comply with United States export-control and sanctions laws. The parties are independent contractors. There are no third-party beneficiaries of these Terms; in particular, no Report User acquires any right against Baseline PCR.

27. Publicity

We will not name your Firm as a customer publicly without your consent. You may identify Baseline PCR as a tool you use.

28. Copyright Complaints

If you believe material in the Service infringes your copyright, send a notice meeting the requirements of 17 U.S.C. § 512(c)(3) to legal@baselinepcr.com. We will act on valid notices and may terminate repeat infringers.

29. Beta Features

Features labelled beta, preview or experimental are provided for evaluation, may change or be withdrawn, and are excluded from any commitment in these Terms.

30. Survival; Entire Agreement; Severability; Waiver

Sections 1, 4 (as to accrued fees), 6 through 10, 12 through 18, 22, 23 and 30 survive termination. These Terms, the Acceptable Use Policy, the Privacy Policy, the AI Disclosure and, where executed, the Data Processing Addendum are the entire agreement about the Service and supersede prior agreements. If a provision is unenforceable it will be enforced to the maximum extent permitted and the rest remains in effect. A waiver must be in writing and applies only to the instance stated.

31. Contact

MoldMind LLC d/b/a Baseline PCR, 2389 Main Street, Suite 100, Glastonbury, CT 06033. General: hello@baselinepcr.com. Legal: legal@baselinepcr.com. Security: security@baselinepcr.com. Privacy: privacy@baselinepcr.com.