Last Updated: 10/01/2025

These Terms and Conditions ("Terms") govern access to and use of the CapOut platform, including all related software, features, tools, integrations, and services (collectively, the "Services"), provided by XSQRD INC, a Delaware corporation ("CapOut," "we," "us," or "our").

By accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not access or use the Services.

1. Company Information

Legal Entity: XSQRD INC
State of Incorporation: Delaware
Business Address: 2833 Crockett St, Suite 518, Fort Worth, TX 76107
Governing Law: Texas, United States

2. Description of the Services

CapOut is a Software-as-a-Service (SaaS) platform designed to assist users in analyzing, transforming, organizing, and operationalizing insurance claim-related documents, data, and workflows. The Services may include, without limitation:

• Ingestion, parsing, and transformation of claim documents, estimates, scopes, invoices, photos, and related files

• Generation of structured, production-ready documents and files, including exports compatible with third-party estimating and management platforms

• Job-level financial modeling, profitability analysis, and workflow visibility

• Automation, decision-support tooling, and AI-assisted recommendations based on user-provided inputs

The Services are advisory and assistive only and are intended to support user decision-making. CapOut does not guarantee the accuracy, completeness, timeliness, legality, compliance, profitability, or suitability of any output, recommendation, or result.

CapOut does not act on behalf of users and does not submit claims, negotiate with insurers, approve scopes, determine coverage, or perform regulated services. Any future functionality that facilitates transmission of information will remain user-directed unless expressly stated otherwise.

3. Eligibility and User Types

The Services may be used by contractors, public adjusters, policyholders, internal carrier staff, and other business users.

You may use the Services only if you:

• Are at least 18 years old

• Are legally permitted to engage in your stated business activities

• Are located in the United States or Canada

No professional licensing, insurance, or regulatory status is verified by CapOut unless explicitly stated otherwise.

4. Accounts and Access

4.1 Account Structure

Accounts may support multiple roles, including owners, administrators, managers, and users. You are responsible for managing access and permissions.

4.2 Account Responsibility

You are responsible for all activity conducted under your account, including activity by authorized users. You must safeguard login credentials and notify us promptly of any unauthorized access.

4.3 Suspension and Termination

CapOut may suspend or terminate access to the Services at any time for misuse, violation of these Terms, non-payment, or to protect the integrity of the platform.

5. Data, Content, and Ownership

5.1 User Content

"User Content" means all documents, data, photos, text, files, and materials uploaded to or processed through the Services by or on behalf of a user. You retain ownership of your User Content.

You represent and warrant that you have all rights, permissions, authorizations, and consents required to upload, use, and process User Content through the Services, including any policyholder, carrier, or third-party approvals required by law or contract.

5.2 CapOut Technology and Derivative Works

CapOut retains all right, title, and interest in and to the Services, including all software, source code, object code, models, algorithms, workflows, methodologies, user interfaces, and system-generated transformations.

Any analyses, transformations, structured outputs, derived data, or files generated by the Services constitute derivative works of the CapOut platform, even if generated from User Content.

5.3 Licenses Granted by You

You grant CapOut a non-exclusive, worldwide, royalty-free, fully paid license to host, store, copy, process, transform, analyze, transmit, and otherwise use User Content as necessary to provide, maintain, secure, support, and improve the Services. This includes the right to create anonymized and aggregated datasets that do not identify you or any individual.

5.4 License Granted to You

Subject to these Terms and payment of applicable fees, CapOut grants you a limited, non-exclusive, non-transferable, revocable license to access and use the Services and to use, export, and rely on outputs generated through the Services solely for your internal business purposes.

6. AI, Automation, and Professional Disclaimers

6.1 No Guarantees

The Services may use automation, algorithms, or artificial intelligence. Outputs may be incomplete, inaccurate, or incorrect. You acknowledge that you must independently verify all outputs before relying on them.

6.2 No Professional Role

CapOut is not acting as, and expressly disclaims any role as:

• An insurance adjuster or public adjuster

• A contractor or construction professional

• A legal, financial, or tax advisor

• An insurance carrier or representative

CapOut does not determine coverage, compliance, pricing, scope accuracy, or profitability.

7. Integrations and Third Parties

The Services may integrate with third-party platforms, including Xactimate and material suppliers. CapOut does not control and is not responsible for third-party systems, pricing, outages, errors, or data practices.

Any transmission of data to third parties occurs at your direction or authorization.

8. Fees, Subscriptions, and Payments

8.1 Pricing

CapOut offers tiered subscriptions, including monthly and annual plans, and may charge usage fees for certain functionality.

8.2 Billing

Fees are billed in advance. Annual subscriptions may be offered at discounted rates.

8.3 No Refunds

All fees are non-refundable. All sales are final.

8.4 Changes

CapOut may modify pricing with reasonable notice. Continued use constitutes acceptance.

8.5 Non-Payment

Failure to pay may result in suspension or termination of access.

9. Intellectual Property and Restrictions

You may not:

• Reverse engineer, decompile, or disassemble the Services

• Scrape, copy, or use the Services to build competing products

• Use the Services beyond the scope of the granted license

All intellectual property rights not expressly granted are reserved by CapOut.

10. Acceptable Use

You agree not to use the Services to:

• Submit or facilitate fraudulent or misleading claims

• Misrepresent damages or scope

• Violate laws, regulations, or carrier guidelines

You agree to indemnify CapOut for any claims arising from your misuse of the Services.

11. Limitation of Liability and Indemnification

11.1 Disclaimer of Warranties

THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAPOUT DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.

11.2 Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL CAPOUT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST DATA, BUSINESS INTERRUPTION, OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

CAPOUT’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THE SERVICES SHALL NOT EXCEED THE TOTAL FEES PAID BY YOU TO CAPOUT IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

11.3 Indemnification by You

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

• Your use or misuse of the Services

• Your User Content

• Any claim submissions, representations, or communications made using outputs from the Services

• Any violation of law, regulation, or third-party rights

12. Termination and Data Retention

CapOut may terminate these Terms at any time. Upon termination, access to the Services will cease. Data may be retained as required for legal, regulatory, or compliance purposes.

Sections relating to intellectual property, disclaimers, indemnification, limitation of liability, dispute resolution, and any provisions that by their nature should survive shall survive termination.

13. Marketing and Publicity

You grant CapOut the right to use your company name, logo, testimonials, and aggregated performance data for marketing and promotional purposes, unless you opt out in writing.

14. Dispute Resolution

14.1 Informal Resolution

Before initiating formal proceedings, the parties agree to attempt in good faith to resolve any dispute through informal discussions.

14.2 Mediation

If informal resolution fails, the parties agree to attempt non-binding mediation in Texas before proceeding to arbitration.

14.3 Arbitration

Any dispute arising out of or relating to these Terms or the Services shall be resolved by binding arbitration administered in Texas under applicable arbitration rules. Judgment on the award may be entered in any court of competent jurisdiction.

14.4 Class Action Waiver

You agree that disputes will be conducted only on an individual basis and not as part of any class, consolidated, or representative action.

15. Updates to Terms

CapOut may update these Terms at any time. Continued use of the Services after updates constitutes acceptance of the revised Terms.

16. Confidentiality

Each party may receive non-public, confidential, or proprietary information of the other party in connection with the Services ("Confidential Information"). Confidential Information includes business plans, product roadmaps, technical information, pricing, security practices, and non-public user data.

The receiving party agrees to use Confidential Information solely for purposes of these Terms and to protect it using reasonable safeguards. Confidential Information does not include information that is publicly available, independently developed, or rightfully obtained from a third party without restriction.

These obligations survive termination of these Terms.

17. Security and Availability

CapOut will implement commercially reasonable administrative, technical, and organizational safeguards designed to protect User Content against unauthorized access, loss, or disclosure. 

However, no system can be guaranteed to be secure.

CapOut does not guarantee uninterrupted availability of the Services and may experience outages, maintenance windows, or service interruptions.

18. Compliance with Laws

You are solely responsible for compliance with all applicable federal, state, provincial, and local laws, regulations, and industry requirements applicable to your business, including insurance, construction, data protection, and consumer protection laws.

CapOut does not represent or warrant that the Services comply with any specific regulatory regime or carrier guideline.

19. Export Controls and Sanctions

You represent that you are not located in, under the control of, or a national or resident of any country subject to U.S. trade sanctions or embargoes and that you are not listed on any U.S. government restricted party list.

You agree to comply with all applicable export control and sanctions laws.

20. Assignment

You may not assign or transfer these Terms without CapOut’s prior written consent, except in connection with a merger or sale of substantially all assets. CapOut may assign these Terms freely.

21. Relationship of the Parties

The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, fiduciary, or employment relationship.

22. Force Majeure

CapOut shall not be liable for failure or delay in performance due to events beyond its reasonable control, including acts of God, labor disputes, internet failures, governmental actions, or third-party service failures.

23. Notices

Legal notices must be sent in writing to XSQRD INC at the address listed above or via email to a designated legal contact. Electronic notices are deemed received when sent.

24. Severability and Waiver

If any provision of these Terms is held unenforceable, the remaining provisions shall remain in full force and effect. Failure to enforce any provision shall not constitute a waiver.

25. Entire Agreement

These Terms, together with any order forms, pricing schedules, or referenced policies, constitute the entire agreement between you and CapOut regarding the Services and supersede all prior agreements or understandings.

26. Survival

Sections relating to intellectual property, data rights, confidentiality, disclaimers, limitation of liability, indemnification, dispute resolution, and any provisions that by their nature should survive shall survive termination.

By accessing or using the Services, you acknowledge that you have read, understood, and agree to be bound by these Terms and Conditions.