Road Drafter — Contractor & Consultant Commercial Terms

Subscription, Payment, Payment-Default, and Indemnification Terms

Version 1.1 Supplements: Terms of Service v2.4 (private sector)

NOTICE OF AUTOMATIC RENEWAL (SECTION 4.3). YOUR SUBSCRIPTION RENEWS AUTOMATICALLY AT THE END OF EACH TERM UNLESS YOU CANCEL BEFORE THE RENEWAL DATE. RENEWAL TERMS NEVER EXCEED TWELVE (12) MONTHS.

NOTICE OF PAYMENT-DEFAULT REMEDIES (SECTION 6). IF A PAYMENT FAILS, IS REVERSED, OR IS DISPUTED — INCLUDING AFTER A PLAN HAS BEEN GENERATED OR SUBMITTED — WE MAY PLACE YOUR ACCOUNT AND AFFECTED PLANS ON HOLD, REVOKE YOUR LICENSE TO UNPAID OUTPUT, AND CANCEL YOUR SUBSCRIPTION.

NOTICE OF INDEMNITY (SECTION 9). YOU AGREE TO INDEMNIFY US FOR CERTAIN CLAIMS ARISING FROM YOUR PLANS, YOUR WORK, AND YOUR PAYMENT CONDUCT.

1. Agreement, Parties, and Precedence

1.1 Parties. These Commercial Terms are between Wallabie, LLC DBA Roaddrafter, a Utah limited liability company ("Company," "we," "us") and the individual or organization that accepts them ("Customer," "you").

1.2 Who these apply to. These Commercial Terms apply to every private-sector user who purchases or uses a paid plan, credit, or feature, including traffic control contractors, traffic control planners, engineering and consulting firms, and their personnel ("Contractors and Consultants"). They do not apply to a federal, state, local, or tribal government agency, which is governed by the Road Drafter Government Agency Terms.

1.3 Incorporation. These Commercial Terms are part of, and incorporated into, the Road Drafter Terms of Service (the "Terms"). Capitalized terms not defined here have the meaning given in the Terms. Together, the Terms, these Commercial Terms, the Privacy Policy, and each Order (Section 2.1) are the "Agreement."

1.4 Precedence. If there is a conflict, the following control in this order: (a) an Order signed by both parties, but only as to the specific terms it expressly states override these Commercial Terms; (b) these Commercial Terms; (c) the Terms; (d) the Privacy Policy; (e) documentation. Without limiting the foregoing, Sections 5–7 of these Commercial Terms control over Section 9.3 of the Terms, and Sections 9–10 of these Commercial Terms control over Sections 11 and 12 of the Terms.

1.5 Business use. You represent that you are acquiring the Service for business or professional purposes and not for personal, family, or household purposes. If you are an individual, you represent that you are at least 18 years old and are acting as a sole proprietor or on behalf of an organization.

1.6 Authority. If you accept on behalf of an organization, you represent that you are authorized to bind it, and "you" means that organization and each user it authorizes.

1.7 Electronic acceptance and records. You agree that clicking an acceptance box, creating an account, placing an Order, or using a paid feature is your electronic signature, and that these Commercial Terms, invoices, notices, receipts, and disclosures may be provided and retained electronically and have the same effect as signed paper records. We will keep a record of the version you accepted, the date and time, and the account that accepted it, and will provide a copy on request.

2. Orders, Plans, and Fees

2.1 Orders. A "Order" is any online checkout, in-Service purchase, upgrade, pricing-page selection, quote, or order form that you accept, and states the subscription tier, Plan allowance or credits, fees, billing frequency, and Term.

2.2 Fee types. Fees may include, as stated in the Order: (a) Subscription Fees — recurring fees for access during a Subscription Term; (b) Plan Fees — per-Plan or per-credit fees charged when a Plan is generated; (c) Overage Fees — fees for Plans or usage above your allowance; (d) Add-on Fees — fees for modules, seats, or features; and (e) Pass-through Costs — only those stated in Section 6.7 or the Order.

2.3 When fees are earned. Subscription Fees are earned at the start of each billing period. A Plan Fee or credit is earned and consumed when the Service generates the Plan (including a draft, revision set, or export-ready version counted as a Plan in the Order), whether or not you later edit, seal, submit, implement, or abandon it. A later cancellation, downgrade, payment reversal, or chargeback does not un-earn a fee.

2.4 Pricing changes. We may change prices on at least 30 days' notice. A change takes effect at the start of your next Subscription Term or billing period after the notice period and never changes the price of a period you have already paid for.

2.5 Non-refundable. Except as stated in Section 7.4, Section 8.3, Section 11.3, or required by law, all fees are non-refundable, and unused Plan allowances or credits expire at the end of the Term in which they were issued unless the Order states otherwise.

2.6 Taxes. Fees exclude sales, use, value-added, excise, and similar taxes. You pay all such taxes that apply to your purchase, other than taxes on our net income. If you claim an exemption, you must provide a valid exemption certificate before invoicing; until then we will charge tax we believe is due. If a taxing authority later assesses tax we did not collect from you on a transaction, you will reimburse us for that tax and any interest assessed on it.

2.7 Currency. All fees are in U.S. dollars.

3. Payment Terms

3.1 Payment method. Unless your Order provides for invoicing, you must keep a valid payment method on file (credit card, debit card, ACH debit, or another method we accept) ("Payment Method"). Payments are processed by our third-party payment processor (the "Processor"). We do not store full card numbers.

3.2 Authorization to charge. You authorize us and the Processor to charge your Payment Method for all fees when due, including recurring Subscription Fees at each renewal, Plan Fees and Overage Fees when incurred, applicable taxes, and amounts owed under Section 6. This authorization continues until you cancel under Section 4.4 and all amounts owed are paid. For ACH, you authorize debits consistent with this Section and applicable network rules, and you may revoke ACH authorization by notice to us at least three business days before a scheduled debit; revoking an authorization does not cancel your subscription or your obligation to pay.

3.3 Invoiced accounts. If we agree in an Order to invoice you, invoices are due net 30 from the invoice date unless the Order states otherwise. We may require prepayment, a deposit, or a Payment Method on file for any account as a condition of invoicing.

3.4 Updating your Payment Method. You will keep your billing information current and complete. You authorize us to use updated card information provided by your card issuer or card network account-updater services.

3.5 Good-faith invoice disputes. If you believe a charge is incorrect, you must notify us in writing at support@roaddrafter.com within 60 days of the charge or invoice date, describing the disputed amount and the reason. You must pay all undisputed amounts when due. We will work with you in good faith to resolve the dispute within 30 days of your notice. A charge not disputed within 60 days is accepted as correct, except for charges resulting from our error or fraud. This Section describes our internal dispute process; it does not limit any right you have under law or your card issuer's rules (see Section 6.4).

3.6 Late payment interest. Amounts not paid when due (other than amounts disputed in good faith under Section 3.5) accrue interest from the due date until paid at 1.5% per month (18% per year), or the maximum rate permitted by law, whichever is lower. Interest does not accrue during a failed-payment grace period under Section 5.2 if the amount is paid within that period.

3.7 Application of payments. Payments are applied first to costs of collection awarded or agreed under Section 6.8, then to accrued interest, then to the oldest outstanding fees.

3.8 No setoff. You may not withhold, offset, or deduct any amount owed to us against any amount you claim we owe you, except as a court finally orders.

4. Term, Renewal, and Cancellation

4.1 Subscription Term. Each subscription begins on the date stated in the Order (or the date of purchase) and continues for the initial term stated in the Order — monthly, annual, or another period not exceeding twelve months (the "Subscription Term").

4.2 Renewal. Unless cancelled under Section 4.4, each Subscription Term renews automatically for a renewal term equal to the prior term but never longer than twelve (12) months, at our then-current price subject to Section 2.4.

4.3 Renewal notices. For any subscription with a Subscription Term longer than one month, we will send you written notice of the upcoming renewal, the renewal price, and how to cancel, no earlier than 90 days and no later than 30 days before the last day on which you may cancel to avoid renewal. We will send that notice to the billing contact email on your account. If we fail to send that notice, your subscription will continue on a month-to-month basis at the then-current monthly price, which you may cancel at any time effective at the end of the current month.

4.4 How to cancel. You may cancel renewal at any time through the account billing page in the Service or by email to support@roaddrafter.com from your account's billing or administrator email. Cancellation of renewal is effective at the end of the current Subscription Term; you keep access through the end of the paid period. We will confirm cancellation by email.

4.5 Cancellation does not erase amounts owed. Cancellation does not relieve you of fees earned before the effective date of cancellation, including Plan Fees for Plans already generated, or amounts owed under Section 6.

4.6 Downgrades. A downgrade takes effect at the start of the next Subscription Term. Plan allowances and features above the downgraded tier are not available after that date.

5. Failed Payments

5.1 Failed Payment. A "Failed Payment" occurs when any charge to your Payment Method is declined, fails, is returned (including an ACH return for insufficient funds, closed account, or unauthorized debit), or an invoice is not paid when due.

5.2 Grace period and retries. After a Failed Payment, we will notify you by email and may retry the charge over a grace period of seven (7) days (the "Grace Period"). During the Grace Period you keep access, but we may pause generation of new Plans that would incur additional fees.

5.3 Payment Hold after Grace Period. If the amount is not paid by the end of the Grace Period, we may place your account on Payment Hold under Section 7 without further notice.

5.4 Termination for continued non-payment. If the amount remains unpaid thirty (30) days after the original due date, we may cancel your subscription and terminate your paid access under Section 7.5. This Section 5.4, not the 15-day cure provision in Section 9.3 of the Terms, governs termination for non-payment.

6. Payment Reversals and Chargebacks

6.1 Payment Reversal. A "Payment Reversal" is any of the following, whenever it occurs, including after a Plan has been generated, exported, attested to, sealed, or submitted: (a) a chargeback, dispute, retrieval request, or inquiry filed with a card issuer, bank, or payment network; (b) a stop-payment order, recall, or reversal of an ACH or wire payment; (c) cancellation or revocation of a payment authorization in order to avoid paying for Plans already generated or a period already used; (d) a payment later reversed as fraudulent or unauthorized; or (e) a check or other instrument dishonored or returned unpaid.

6.2 Contact us first. Before filing a chargeback or dispute with your issuer, you agree to contact us at support@roaddrafter.com and give us at least ten (10) business days to resolve the issue under Section 3.5. This is a contractual commitment between you and us; it is not a waiver of any right you have against your card issuer or bank.

6.3 Effect of a Payment Reversal. A Payment Reversal is a Failed Payment with no Grace Period. On a Payment Reversal, we may immediately and without prior notice take any action in Section 7, including placing your account and each Plan generated during the period covered by the reversed payment on Payment Hold. We will notify you by email promptly after acting.

6.4 Your issuer rights are not waived. Nothing in this Agreement limits any right you may have under applicable law or your card issuer's or bank's rules to dispute a charge. If you file a dispute, you remain obligated to pay amounts actually owed under this Agreement, and our rights under Section 7 apply while the dispute is open.

6.5 Dispute resolved in your favor. If a dispute is finally resolved in your favor because the charge was in fact our error or unauthorized, we will lift any Payment Hold on the affected account and Plans, refund or credit any amount under Section 6.7 we charged you for that dispute, and your obligation for the disputed charge ends.

6.6 Dispute resolved in our favor or withdrawn. If a dispute is resolved in our favor or withdrawn, we will lift the Payment Hold once all amounts owed are paid.

6.7 Costs of reversal. For each Payment Reversal that is not resolved in your favor under Section 6.5, you will reimburse us for the actual dispute, chargeback, or return fees charged to us by the Processor, bank, or network, plus an administrative fee of $25 per reversal, which the parties agree is a reasonable estimate of our internal cost of responding and is not a penalty.

6.8 Collection costs. If we refer an overdue amount to collection or legal action, you will pay our reasonable costs of collection, including reasonable attorneys' fees and court costs, to the extent a court awards them or the law allows. See also Section 12.5.

6.9 Fraudulent or abusive reversals. Filing a Payment Reversal for a charge you authorized, for Plans you generated, or for a period during which you had access, in order to obtain the Service without paying, is a material breach of this Agreement and a Prohibited Conduct violation under Section 5.2 of the Terms. We may terminate your account immediately and refuse future service to you and your organization.

7. Payment Hold, Plan Hold, and Cancellation Remedies

7.1 Payment Hold. While your account is on "Payment Hold," we may do any or all of the following: (a) suspend your ability to generate new Plans, revisions, or exports; (b) suspend downloads, printing, and exports of any Plan or Output; (c) suspend PE review, attestation, and approval workflows within the Service; (d) suspend submission, resubmission, or transmittal of any Plan through the Service to any agency, owner, prime contractor, or other recipient; (e) suspend sharing links and collaborator access; and (f) restrict your account to read-only access to billing pages and the ability to pay.

7.2 Plan Hold. In addition, for each Plan generated, revised, or exported during a period for which payment has failed or been reversed (an "Unpaid Plan"), we may: (a) place the Unpaid Plan on hold in the Service, so it cannot be exported, shared, attested to, or submitted through the Service; (b) withdraw an Unpaid Plan that you submitted through the Service but that the receiving agency or other recipient has not yet accepted, approved, or acted on (a "Pending Submission"), and mark it in the Service as withdrawn by the submitting account; and (c) revoke your license under Section 7.3 to use the Unpaid Plan and its Output.

7.3 Your license to Output is conditioned on payment. Your right to use, reproduce, submit, and implement any Plan or Output generated by the Service is conditioned on full payment of the fees for it. If we revoke that license for an Unpaid Plan, you may not use, submit, resubmit, or implement the Unpaid Plan or any copy or derivative of its Output until it is paid for. Section 6.2 of the Terms (User Content ownership) continues to apply to content you supplied; this Section 7.3 applies to Output generated by the Service.

7.4 Public-safety and third-party limits on holds. Notwithstanding Sections 7.1–7.3, we will not: (a) alter, delete, or corrupt any Plan, seal, signature, attestation record, or audit log; (b) withdraw, disable, or remove any Plan, or any copy of it, from a government agency's Road Drafter instance or records where that Plan belongs to the agency under its agreement with us, or where the agency has accepted, approved, or issued a permit on it; (c) take any action that we know would remove a Plan from use for work already set up in the field; or (d) contact a government agency, owner, or prime contractor about your payment status, other than to state that a Pending Submission was withdrawn by the submitting account, unless you consent, a court orders it, or the recipient is legally entitled to the information.

You remain responsible for the safety of any work zone implemented using a Plan, including one on hold. A Payment Hold or Plan Hold is not a determination that any Plan is unsafe or deficient, and you will not represent that it is.

7.5 Cancellation for non-payment or reversal. We may cancel your subscription and terminate paid access (a) under Section 5.4, (b) immediately on a Payment Reversal under Section 6.9, or (c) after a second Payment Reversal within any 12-month period. On cancellation under this Section, all unpaid fees for the remainder of the current Subscription Term that you committed to in your Order, and all earned Plan Fees, become immediately due.

7.6 Reinstatement. We will lift a Payment Hold and restore access to Unpaid Plans within two (2) business days after we receive full payment of all amounts owed (including amounts under Sections 3.6 and 6.7), unless we have terminated your account under Section 6.9. We may require a new Payment Method, prepayment, or a deposit as a condition of reinstatement.

7.7 Data during a hold. A Payment Hold does not start the post-termination export and deletion period in Section 9.4 of the Terms. If we cancel under Section 7.5, the 90-day export period in Section 9.4 of the Terms applies, but export of Unpaid Plans remains subject to Section 7.2 until they are paid.

7.8 Remedies cumulative. Our remedies in Sections 5–7 are in addition to any other remedy available under this Agreement or law. Our choice not to exercise a remedy is not a waiver.

7.9 No liability for holds exercised in good faith. We are not liable for any loss, delay, penalty, liquidated damages, lost bid, project delay, or claim by a third party that results from a Payment Hold, Plan Hold, withdrawal of a Pending Submission, or cancellation that we exercise in good faith under these Commercial Terms. This Section does not apply if the hold resulted from our error and you notified us under Section 3.5.

8. Our Service Commitments on Paid Plans

8.1 Service description and PE doctrine. Section 4 of the Terms (Professional Engineer Responsibility) applies in full to every paid plan and is not modified by these Commercial Terms. Payment for the Service does not purchase engineering services, a compliance review, or any assurance that any Plan meets any law, standard, or agency requirement.

8.2 Billing accuracy. We will bill in accordance with your Order and correct billing errors we confirm.

8.3 Our billing errors. If we confirm that we charged you in error, we will refund or credit the erroneous amount, and any interest, reversal costs, or hold we imposed because of that error, within 30 days.

9. Indemnification by Customer

9.1 Scope. Subject to Sections 9.3 and 9.4, you will indemnify and hold harmless the Company and its members, managers, officers, employees, contractors, and agents (the "Company Parties") from and against any losses, damages, liabilities, judgments, settlements, fines, penalties, costs, and expenses, including reasonable attorneys' fees and expert costs (collectively, "Losses"), arising from any third-party claim, suit, demand, investigation, or proceeding (a "Claim"), to the extent the Claim arises out of or results from:

(a) any Plan or Output that you or your personnel create, edit, review, attest to, seal, sign, submit, issue, or implement, including its design, adequacy, and conformity with any law, standard, specification, permit, or agency requirement; (b) the setup, installation, maintenance, inspection, operation, or removal of any traffic control devices or work zone, and any bodily injury, death, property damage, or economic loss connected with that work; (c) your or your personnel's breach of Section 4 (Professional Engineer Responsibility) or Section 5.2 (Prohibited Conduct) of the Terms, including any use of a Plan without full compliance with Section 4.3 of the Terms; (d) any actual or alleged violation of engineering, surveying, or contractor licensure law by you or your personnel, including any false claim of licensure, any seal applied to work not prepared under the sealing professional's responsible charge or supervision, or any unauthorized practice of engineering; (e) your User Content, including any claim that it infringes, misappropriates, or violates a third party's intellectual property, privacy, or other rights; (f) any contract, bid, subcontract, purchase order, or permit between you and an agency, owner, prime contractor, subcontractor, or other third party, including claims for delay, liquidated damages, back-charges, or non-payment; (g) your violation of applicable law; (h) any Payment Reversal that is not resolved in your favor under Section 6.5, any fraudulent or unauthorized use of a payment method by you or anyone using your account credentials, and any Claim by the Processor, a bank, or a payment network arising from your payment conduct; (i) taxes owed on your purchases under Section 2.6; or (j) any representation by you or your personnel to a third party that a Plan is compliant, certified, approved, or engineered on the basis of the Service.

9.2 Defense. Subject to Section 9.4, you will, at our option, defend the Company Parties against a Claim covered by Section 9.1 with counsel reasonably acceptable to us, or reimburse our reasonable defense costs as incurred to the extent the Claim is covered by Section 9.1. We may participate in the defense with our own counsel at our own expense. You may not settle any Claim in a way that admits fault by, imposes any obligation on, or fails to fully release a Company Party without our prior written consent, which we will not unreasonably withhold.

9.3 Exclusion for our own fault. You are not required to indemnify, hold harmless, or defend any Company Party against Losses to the extent caused by the negligence, recklessness, or willful misconduct of that Company Party, or by any claim that the Service itself, as provided by us and used in accordance with the Agreement, infringes a third party's intellectual property rights. Where fault is shared, your obligation is limited to your proportionate share of fault as finally determined or as agreed.

9.4 Utah statutory limits — design professionals and construction contracts. To the extent any Utah law applies to this Agreement or to a Claim, including Utah Code §13-8-1 (indemnification provisions in construction contracts) and §13-8-7 (indemnification provisions connected with contracts for design professional services), or any similar law of another state that applies notwithstanding Section 12.1: (a) nothing in this Section 9 requires you to indemnify, hold harmless, insure, or defend any Company Party against liability for damages caused by or resulting from the fault of a Company Party; (b) if you are a "design professional" as defined in Utah Code §13-8-7 and the Claim arises in connection with design professional services for a governmental entity or for an improvement owned or to be owned by a governmental entity, then (i) your obligations under this Section 9 are limited to liability for damages, and reimbursement of attorneys' fees and costs, to the extent caused by your breach of contract, negligence, recklessness, or intentional misconduct, or your subconsultant's negligence, and (ii) you have no obligation to defend under Section 9.2 in advance of that determination; and (c) each obligation in this Section 9 will be enforced to the fullest extent those laws permit and will be reduced, not voided, to the extent any of them would otherwise be unenforceable.

9.5 Procedure. We will notify you promptly in writing of any Claim for which we seek indemnity; delay relieves you of your obligations only to the extent the delay materially prejudices you. We will provide reasonable cooperation at your expense.

9.6 Relationship to limitation of liability. Your obligations under this Section 9 are not subject to the limitations in Section 10.

9.7 Survival. This Section 9 survives cancellation, termination, and expiration of the Agreement.

9.8 Insurance (optional). If you use the Service to prepare, review, attest to, seal, or implement Plans for field use, you will maintain, at your own expense, commercial general liability insurance and, if you or your personnel provide professional engineering services, professional liability insurance, each in amounts customary for your work and the requirements of the agencies and owners you work for. This Section does not require you to insure any Company Party against its own fault.

10. Limitation of Liability

10.1 Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST BIDS, PROJECT DELAY, OR LOSS OF DATA OR GOODWILL, ARISING OUT OF OR RELATED TO THE AGREEMENT, EVEN IF ADVISED OF THE POSSIBILITY OF THEM.

10.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE COMPANY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY YOU TO US, AND NOT REVERSED, IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100).

10.3 Exceptions. Sections 10.1 and 10.2 do not limit (a) your obligation to pay fees and amounts owed under Sections 2, 3, and 6; (b) your obligations under Section 9; (c) either party's liability for fraud, gross negligence, or willful misconduct; or (d) any liability that cannot be limited under applicable law.

10.4 Basis of the bargain. The fees reflect, and are set in reliance on, the allocation of risk in Sections 7.9, 9, and 10, and Section 4 of the Terms.

11. Termination and Suspension Other Than for Payment

11.1 Section 9.3 of the Terms. Termination or suspension for reasons other than non-payment or Payment Reversal remains governed by Section 9.3 of the Terms.

11.2 Effect on fees. If we terminate for your material breach, fees for the remainder of any committed Subscription Term become due as stated in Section 7.5.

11.3 Termination for our convenience. If we terminate your subscription for convenience under Section 9.3(c) of the Terms, or discontinue the Service, we will refund prepaid Subscription Fees for the unused portion of the Subscription Term and the purchase price of unused, unexpired Plan credits.

12. Governing Law, Venue, and Disputes

12.1 Governing law. The Agreement is governed by the laws of the State of Utah, without regard to its conflict-of-law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

12.2 Dispute resolution and venue. Section 13.2 of the Terms (binding arbitration, with exclusive venue in the state or federal courts located in Salt Lake County, Utah for claims that are not arbitrable) applies. The Company may also bring an action to collect overdue amounts in any court of competent jurisdiction where you reside or have a place of business.

12.3 Class action waiver. Section 13.3 of the Terms applies.

12.4 Jury waiver. TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY ACTION ARISING OUT OF OR RELATED TO THE AGREEMENT.

12.5 Attorneys' fees. In any action to enforce or interpret the Agreement, including an action to collect amounts owed, the prevailing party is entitled to recover its reasonable attorneys' fees and costs.

12.6 Time to bring claims. Any claim by either party arising out of the Agreement, other than a claim by the Company for amounts owed or for indemnification, must be brought within two (2) years after the claim accrues.

13. General

13.1 Notices. Notices to you may be given by email to the account administrator or billing contact, or through the Service, and are effective when sent. Notices to us must be sent to legal@roaddrafter.com and, for notice of a legal claim, also by mail to Wallabie, LLC DBA Roaddrafter, 2195 South 1000 East, Salt Lake City, Utah 84106.

13.2 Amendment. Section 14.2 of the Terms applies, except that a change to fees is governed by Section 2.4, and no amendment will retroactively change the fees for, or remove a hold-lift right in Section 6.5 or 7.6 with respect to, a billing period already paid.

13.3 Assignment and change of control. Section 14.5 of the Terms applies. Amounts you owe survive any assignment, merger, or sale of your business.

13.4 Severability and reformation. If any provision of these Commercial Terms is held unenforceable, it will be enforced to the maximum extent permissible and reformed to the minimum extent necessary, and the rest of the Agreement remains in effect.

13.5 Survival. Sections 2.3, 2.5, 2.6, 3.5–3.8, 4.5, 6, 7.3, 7.4, 7.9, 9, 10, 12, and 13 survive cancellation, termination, or expiration.

13.6 Relationship. The parties are independent contractors. Nothing in the Agreement makes the Company a partner, joint venturer, subcontractor, or engineer on any of your projects.

Acceptance

I have read and agree to the Road Drafter Terms of Service and Contractor & Consultant Commercial Terms, including automatic renewal (§4), the right of Road Drafter to hold or cancel my account and Plans if a payment fails, is reversed, or is disputed, including after a Plan is generated or submitted (§§5–7), and my indemnification obligations (§9). I am authorized to accept on behalf of my organization.