Terms of Service

Version 2.5

Effective Date: October 25, 2026

1. Acceptance of Terms

1.1

By accessing or using the Road Drafter platform ("Service"), you ("User") agree to be bound by these Terms of Service ("Terms"). If you do not agree to these Terms, you may not use the Service.

1.2

These Terms constitute a legally binding agreement between you and Wallabie, LLC DBA Roaddrafter, a Utah limited liability company ("Company," "we," "us," or "our"), with its principal place of business at 2195 South 1000 East, Salt Lake City, Utah 84106.

1.3 Government agencies

These Terms govern use of the Service by all users, including contractors, consultants, engineering firms, and federal, state, local, and tribal government agencies, unless a dedicated written contract between the Company and the agency exists. Where such a contract exists, it governs that agency's use of the Service in place of these Terms.

2. Description of Service

Road Drafter is a software-as-a-service platform providing tools to draft, review, and manage temporary traffic control plans ("Plans"), structured for review against the Manual on Uniform Traffic Control Devices ("MUTCD") and applicable state supplements.

The Service is intended for use by:

3. Eligibility and Account Registration

3.1 Eligibility

To use the Service, you must:

(a) Be at least 18 years of age; (b) Have the legal authority to enter into these Terms on behalf of yourself or your organization; (c) Not be prohibited by applicable law from receiving the Service.

3.2 Account Registration

You must create an account to access the Service. You agree to:

(a) Provide accurate, current, and complete information during registration; (b) Maintain the security of your account credentials; (c) Promptly notify us of any unauthorized use of your account; (d) Accept responsibility for all activities that occur under your account.

3.3 Organization Accounts

When you register on behalf of an organization, you represent and warrant that you have authority to bind that organization to these Terms. Your organization is responsible for all use of the Service by its members.

4. Professional Engineer Responsibility — User Acknowledgments

YOU HAVE READ AND EXPRESSLY AGREE TO THIS SECTION 4. IT IS A MATERIAL CONDITION OF YOUR RIGHT TO USE THE SERVICE.

4.1 Road Drafter does not practice engineering

The Service is a software drafting tool. Neither the Company nor the Service practices engineering or offers engineering services. Neither is a Professional Engineer. Neither is in responsible charge of any work. Neither seals, certifies, approves, or takes professional responsibility for any Plan, calculation, or document.

4.2 The Service does not replace a Professional Engineer

Nothing in the Service replaces, automates, delegates, or reduces the role, judgment, or professional responsibility of a licensed Professional Engineer. That includes any draft, computed value, sign schedule, check, flag, or other output ("Output"). The Service provides no assurance that any Output meets any law, regulation, standard, specification, or agency policy.

4.3 A Professional Engineer must be in responsible charge and must sign off

You will not use, submit, seal, issue, or implement any Plan or Output in the field, in a permit application, or in any contract document unless a Professional Engineer licensed in the jurisdiction where the work occurs ("PE of Record") has done all of the following:

(a) exercised responsible charge over the work, as that term is defined by the licensing law of that jurisdiction; (b) independently reviewed the Plan and every Output it relies on, including every value the Service flags as unverified; (c) had and exercised full authority to change, reject, or approve the Plan; and (d) sealed or signed the Plan as required by that jurisdiction.

4.4 The PE of Record carries the professional responsibility

The PE of Record and your organization, not the Company, are solely responsible for all engineering decisions and for whether each Plan is adequate, safe, and lawful. Use of the Service does not transfer, share, or shift any part of that responsibility or its liability to the Company. The Company assumes none of it.

4.5 PE representations

By using the Service to review, attest to, or approve a Plan, you represent and warrant that:

(a) you hold a current, valid PE license in the jurisdiction where the work is being performed; (b) you have exercised independent professional judgment in reviewing the Plan; (c) you have not relied on the Service's automated computations without independent verification; and (d) you are in responsible charge of the work.

4.6 You are responsible for your jurisdiction's law

You confirm that you have determined that your intended use of the Service is consistent with the engineering licensure laws, rules, and board requirements of each jurisdiction where you use it. That includes the requirements that engineering be performed under the responsible charge of a licensee and that a licensee seal only work prepared under the licensee's responsible charge. You will not use the Service in any way those laws prohibit, and you will stop any use you later learn conflicts with them. You, not the Company, are responsible for that determination and for your compliance.

4.7 Unverified values

The Service may flag calculated values as "unverified" where the underlying regulatory basis cannot be automatically confirmed. The PE of Record must review and attest to each unverified value before a Plan is approved.

4.8 No reliance

You acknowledge that you are not relying on any statement by the Company, in marketing materials, in the Service, in documentation, or otherwise, that the Service or any Output meets any legal or engineering requirement. No such statement modifies this Section 4.

4.9 Your personnel

You will require your employees and contractors who use the Service to comply with this Section 4. You will limit the ability to approve or attest to Plans in the Service to users who are licensed Professional Engineers.

4.10 Effect on liability

The Company has no liability for any claim, loss, or damage arising from (a) use of any Output or Plan without full compliance with Section 4.3, or (b) engineering decisions made by the PE of Record or by you.

5. Acceptable Use

5.1 Permitted Uses

You may use the Service only for lawful purposes in connection with legitimate traffic control planning activities.

5.2 Prohibited Conduct

You may not:

(a) Use the Service to create Plans for work that is not authorized by law or applicable permits; (b) Submit false or misleading information in connection with any Plan; (c) Impersonate any person or entity, including falsely claiming PE licensure; (d) Interfere with or disrupt the Service or its servers; (e) Attempt to gain unauthorized access to any portion of the Service; (f) Use the Service in any manner that violates applicable law; (g) Reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, algorithms, models, rule sets, or underlying logic of the Service, except to the extent applicable law prohibits this restriction; (h) Copy, reproduce, distribute, publicly display, sublicense, sell, rent, lease, or create derivative works of the Service or any Company Materials (defined in Section 6.1), except as Section 6.1 expressly allows or with our prior written consent; (i) Use any scraper, crawler, bot, or other automated means to access the Service or to extract data, content, or Output from it, or bulk export anything beyond the export functions the Service provides; (j) Use the Service, Company Materials, Output, or any Plan or other content created with the Service to build, train, tune, benchmark, or improve any product or service that competes with the Service, or any machine learning model, artificial intelligence system, or automated plan-drafting tool, whether yours or a third party's; (k) Access or use the Service if you are, or are acting for, a competitor of the Company, or to monitor its availability, performance, or functionality, or for any other competitive purpose, without our prior written consent; (l) Share your account credentials, let anyone other than an authorized user of your account or organization access the Service, or resell, sublicense, or provide access to the Service to any third party; (m) Remove, alter, or obscure any copyright, trademark, or other proprietary notice on or in the Service or Company Materials; (n) Circumvent, disable, or interfere with any access control, usage limit, authentication, or security feature of the Service; (o) Use the Road Drafter name, logo, or other marks without our prior written consent; (p) Assist, encourage, or permit any third party to do anything listed in this Section 5.2; (q) Represent, in marketing or to any customer or agency, that a Plan is compliant, certified, or approved on the basis of the Service alone.

6. Intellectual Property

6.1 Service Ownership and License to You

(a) Ownership. The Service, including all software (in source and object code form), algorithms, models, rule sets, device and sign libraries, templates, sheet layouts, title blocks, standard notes, user interface, documentation, text, graphics, and all other content and materials we provide or create (together, "Company Materials"), is owned by the Company or its licensors and protected by copyright, trade secret, trademark, and other intellectual property laws. Company Materials do not include your User Content. We do not claim ownership of material that is in the public domain or owned by others, but we own our selection, arrangement, rendering, and presentation of that material in the Service.

(b) License to you. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license, for the term of your account, to access and use the Service for your internal business purposes of drafting, reviewing, and managing Plans, and not for the benefit of any competitor of the Company.

(c) Reservation of rights. We reserve all rights not expressly granted in these Terms. No license or right in any Company Materials is granted by implication, estoppel, or otherwise. Your use of the Service does not transfer any ownership interest in Company Materials to you.

(d) Company Materials in Plans. Plans you create may contain Company Materials, such as sheet layouts, title blocks, standard notes, and device symbols. You may use, reproduce, and distribute those embedded elements, but only as part of the Plans you created with the Service, including when you deliver those Plans to agencies, permitting authorities, customers, and field crews. You may not extract, separate, or reuse Company Materials outside of a Plan, in another software tool, or to create any template, library, or product, and you may not authorize anyone else to do so. This Section 6.1(d) survives termination as to Plans created before termination.

6.2 User Content

You retain ownership of Plans and other content you create using the Service ("User Content"), subject to our ownership of any Company Materials embedded in them (Section 6.1(d)) and to the restrictions in Section 5.2(j).

(a) License to operate the Service. By submitting User Content to the Service, you grant us a non-exclusive, worldwide, royalty-free license to host, store, process, and display your User Content to provide the Service to you.

(b) License to improve the Service. You also grant us a non-exclusive, worldwide, royalty-free, fully paid, perpetual, irrevocable license, transferable with these Terms under Section 14.5 and sublicensable to our service providers solely to perform services for us, to use User Content to operate, develop, test, evaluate, and improve the Service and our related products and services, including training and tuning the models and algorithms used in them.

(c) Limits on the improvement license. When we use User Content under §6.2(b) we will not: (i) publish, sell, or license your User Content to any third party as your content; (ii) identify you, your organization, your personnel, or any specific project as the source of User Content in any output made available to another customer; or (iii) use User Content to re-create or make available to another customer a substantially complete copy of one of your Plans.

(d) Aggregated and de-identified data. We may create and use aggregated or de-identified data derived from User Content without restriction. Aggregated or de-identified data does not identify you, your organization, or a specific project, and we will not attempt to re-identify it.

(e) Survival. The license in §6.2(b) survives termination as to User Content submitted before termination. The license in §6.2(a) ends when your User Content is deleted under §9.4.

(f) Your authority. You represent that you have the right to grant the licenses in this Section 6.2, including under any contract with an agency, owner, or client that owns or restricts the use of a Plan or its inputs. If a contract prohibits you from granting the license in §6.2(b) for a particular Plan, you must not submit that Plan to the Service.

(g) Third-party materials. You represent that your User Content, and your use of it in the Service, does not infringe or misappropriate any third party's copyright, trademark, trade secret, or other right. We may remove User Content that we reasonably believe infringes those rights.

6.3 Feedback

If you provide feedback, suggestions, or ideas regarding the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free, fully paid, transferable, and sublicensable license to use, modify, and commercialize that Feedback for any purpose without restriction or compensation to you.

6.4 Confidential Information and Trade Secrets

Our source code, models, rule logic, non-public features, pre-release and beta functionality, non-public documentation, and non-public pricing are our confidential information and trade secrets. You will use them only to use the Service as permitted by these Terms and will not disclose them to any third party. This Section 6.4 does not apply to information that is or becomes public through no fault of yours, that you lawfully received from a third party without restriction, or that you independently developed without using our confidential information.

6.5 Remedies

You acknowledge that a breach of Section 5.2(g) through (p), Section 6.1, or Section 6.4 would cause us harm that money damages alone cannot repair. In addition to any other remedy, we may seek injunctive or other equitable relief in court under Section 13.2(e) for any such breach or threatened breach, without posting a bond to the extent the law allows.

6.6 Copyright Notice and Infringement Claims

The Service and Company Materials are Copyright © 2026 Wallabie, LLC. All rights reserved. Plans generated by the Service may carry a notice identifying the Company Materials they contain. That notice does not claim ownership of your User Content. If you believe content on the Service infringes your copyright, send a notice to our designated agent: Mark Pittman, Wallabie, LLC DBA Roaddrafter, 2195 South 1000 East, Salt Lake City, UT 84106, legal@roaddrafter.com. We may remove or disable access to allegedly infringing material and will terminate the accounts of users who repeatedly infringe the rights of others.

7. Privacy and Data

Your use of the Service is also governed by our Privacy Policy, which is incorporated into these Terms by reference. By using the Service, you consent to the collection and use of information as described in the Privacy Policy.

8. Fees and Payment

8.1 Subscription Fees

Access to the Service may require payment of subscription fees as specified in the applicable order form or pricing page. All fees are non-refundable except as expressly stated herein or required by law.

8.2 Changes to Fees

We may change our fees upon 30 days' written notice. A fee change takes effect at the start of your next subscription term, not during a term for which you have already paid.

9. Term and Termination

9.1 Term

These Terms are effective when you first access the Service and continue until terminated.

9.2 Termination by You

You may terminate your account at any time by emailing support@roaddrafter.com from your registered address or, where available, through the account closure option in the Service.

9.3 Termination by Us

We may suspend or terminate your access to the Service (a) for material breach of these Terms, if the breach is not cured within 15 days of notice; (b) immediately, for conduct prohibited under Section 5.2 or to address an active security threat; or (c) for convenience at the end of your then-current subscription term, on 30 days' notice.

9.4 Effect of Termination

Upon termination, your right to use the Service ceases immediately. You may export your User Content for ninety (90) days following termination, after which we may delete it. Provisions that by their nature should survive termination will survive, including Sections 4, 5.2(g) through (p), 6 (including the §6.2(b) improvement license and §6.1(d)), 10, 11, 12, and 13.

10. Disclaimers

10.1 As-Is Basis

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

10.2 No Warranty of Regulatory Compliance

WE DO NOT WARRANT THAT PLANS DRAFTED USING THE SERVICE WILL COMPLY WITH ANY LAW, REGULATION, OR STANDARD. THE SERVICE IS A TOOL TO ASSIST QUALIFIED PROFESSIONALS. IT DOES NOT REPLACE PROFESSIONAL ENGINEERING JUDGMENT OR THE RESPONSIBLE CHARGE OF A LICENSED PROFESSIONAL ENGINEER.

10.3 MUTCD Data

MUTCD edition data and computed values provided by the Service are for informational purposes only. We make no warranty as to the accuracy, completeness, or currency of such data.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR GOODWILL, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM OR (B) $100.

THE EXCLUSIONS AND CAP IN THIS SECTION 11 DO NOT APPLY TO (A) YOUR OBLIGATION TO PAY FEES, (B) YOUR OBLIGATIONS UNDER SECTION 12, (C) EITHER PARTY'S LIABILITY FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT, OR (D) ANY LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

12. Indemnification

You agree to indemnify, defend, and hold harmless the Company and its officers, directors, employees, and agents from and against any claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to:

(a) Your use of the Service; (b) Your User Content; (c) Your violation of these Terms, including Section 4; (d) Your violation of applicable law, including engineering licensure law; (e) Any Plan you create, review, seal, or approve using the Service.

You are not required to indemnify, defend, or hold harmless the Company against losses to the extent caused by the negligence, recklessness, or willful misconduct of the Company. Where fault is shared, your obligation is limited to your proportionate share of fault.

To the extent Utah Code §13-8-1 or §13-8-7, or any similar law of another state, applies to this Agreement or to a claim, this Section 12 will be enforced only to the extent those laws permit and will be reduced, not voided, to the extent it would otherwise be unenforceable.

For a federal, state, local, or tribal government agency, this Section 12 applies only to claims that the agency's User Content infringes a third party's rights or violates privacy or data protection law, and to claims arising from the agency's breach of Section 5.2, in each case only to the extent permitted by applicable law.

13. Governing Law and Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of the State of Utah, without regard to its conflict of law provisions. Section 13.2 is governed by the Federal Arbitration Act.

13.2 Dispute Resolution; Binding Arbitration

PLEASE READ THIS SECTION. IT REQUIRES YOU AND THE COMPANY TO RESOLVE DISPUTES BY BINDING INDIVIDUAL ARBITRATION INSTEAD OF IN COURT, EXCEPT AS STATED IN (e) BELOW.

(a) Informal resolution. Before starting an arbitration or court action, the claiming party will send the other a written notice describing the dispute and the relief sought. Notices to us go to legal@roaddrafter.com and to the mailing address in Section 14.6. The parties will negotiate in good faith for 30 days after the notice is received.

(b) Agreement to arbitrate. Except as stated in (e), any dispute arising out of or relating to these Terms or the Service, including its formation, scope, or enforceability, will be resolved by binding arbitration administered by the American Arbitration Association ("AAA") under its Commercial Arbitration Rules in effect when the demand is filed, including its expedited procedures where they apply. One arbitrator will decide the dispute. The seat of arbitration is Salt Lake City, Utah, and hearings may be held by video conference. The arbitrator will apply these Terms, including Section 11, and will issue a reasoned written award. Judgment on the award may be entered in any court of competent jurisdiction. Arbitration fees are governed by the AAA's fee schedule. Each party bears its own attorneys' fees and costs except as the Agreement or applicable law provides.

(c) Who decides what. The arbitrator decides questions of arbitrability, except that a court decides (i) whether Section 13.3 is enforceable and (ii) whether a claim falls within the exceptions in (e).

(d) Individual relief only. The arbitrator may award only the relief available to the individual party bringing the claim.

(e) Exceptions. Either party may (i) bring an individual action in small claims court, and (ii) seek temporary, preliminary, or injunctive relief in court to prevent actual or threatened infringement or misappropriation of intellectual property, breach of confidentiality, or misuse of the Service. The Company may also bring an action in court to collect unpaid fees as provided in the Contractor & Consultant Commercial Terms. Any court action permitted by this Section 13.2(e) will be brought exclusively in the state or federal courts located in Salt Lake County, Utah, and each party consents to the jurisdiction and venue of those courts.

(f) Government agencies. This Section 13.2 does not apply to a government agency, whose disputes are governed by its agreement with us and applicable law. If no such agreement exists, any court action between the Company and the agency arising out of or relating to these Terms or the Service will be brought in the state or federal courts located in Salt Lake County, Utah, and the agency consents to the jurisdiction and venue of those courts, in each case only to the extent applicable law permits the agency to do so.

(g) Timing. This Section 13.2 does not apply to any claim filed before the effective date of this version of the Terms.

13.3 Class Action Waiver

YOU AND THE COMPANY AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING. If this Section 13.3 is held unenforceable as to a claim, that claim will proceed in court under Section 13.2(e) and not in arbitration, and will be stayed until any individual claims have been arbitrated.

13.4 Jury Waiver

TO THE EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ITS RIGHT TO A JURY TRIAL IN ANY COURT ACTION ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE.

13.5 Time to Bring Claims

Any claim arising out of these Terms or the Service, other than a claim by the Company for amounts owed or for indemnification, must be brought within two (2) years after the claim accrues.

14. Miscellaneous

14.1 Entire Agreement

These Terms, together with the Privacy Policy and any applicable order forms, constitute the entire agreement between you and the Company regarding the Service.

14.2 Amendment

We may modify these Terms at any time. We will provide notice of material changes by posting a notice within the Service and sending an email to your registered address at least 30 days before the changes take effect. For material changes, we may require you to accept the revised Terms before continuing to use the Service. Where we do not, your continued use of the Service after the effective date of the modified Terms constitutes acceptance. Where a dedicated written contract between the Company and a government agency exists, that contract's terms may be changed only by written amendment, and this Section 14.2 does not apply to that agency's use of the Service.

14.3 Severability

If any provision of these Terms is held invalid or unenforceable, the remaining provisions will continue in full force and effect.

14.4 No Waiver

Our failure to enforce any provision of these Terms will not constitute a waiver of our right to enforce it in the future.

14.5 Assignment

You may not assign these Terms or your rights hereunder without our prior written consent. We may assign these Terms without restriction.

14.6 Contact

For questions about these Terms, contact us at:

Wallabie, LLC DBA Roaddrafter 2195 South 1000 East Salt Lake City, UT 84106 support@roaddrafter.com