Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and Icon & Ikon, Inc., doing business as Olumba ("Olumba," "Company," "we," "our," or "us") governing your access to and use of the Olumba platform for architecture, engineering, and construction (AEC) firms, including any associated websites, applications, and services (collectively, the "Service").

By accessing or using the Service, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and that organization.

2. Description of Service

Olumba provides a cloud-based platform where AEC firms run their projects, track permits, and build their reputation. The Service includes:

• Project and task management tools
• Permit and plan-check tracking, including correction letters, submittals, and city review cycles
• Document storage, organization, and version control
• AI-assisted tools, such as correction-letter parsing, plan-check pre-review, and drafted responses
• Collaboration with team members, consultants, clients, and guests, including share links and file requests
• Public firm profiles, if you choose to publish one
• Related tools and features as developed

We reserve the right to modify, suspend, or discontinue any part of the Service at any time with or without notice.

3. Account Registration

3.1 Account Creation

To use the Service, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Keep your password secure and confidential
• Notify us immediately of any unauthorized access to your account
• Accept responsibility for all activities that occur under your account

3.2 Account Types

The Service offers different account types with varying permissions:

• Organization accounts: Full access to create projects, manage teams, and access all features included in your subscription plan.
• Collaborator accounts: Invited users with access limited to specific projects they are invited to participate in.
• Client accounts: View-only or limited access for project stakeholders.
• Guest access: People you send a share link, approval request, or file request can view, comment on, or upload to the specific items you share, without creating an account.

You are responsible for who you invite and who you send links to, and for the access you give them.

3.3 Age Requirements

You must be at least 18 years old to create an account. By creating an account, you represent that you are at least 18 years of age.

4. Subscription and Payment

4.1 Subscription Plans

We offer a free plan with usage limits and paid subscription plans that unlock more features and capacity. Subscription plans, pricing, limits, and features are described on our pricing page and may be modified from time to time. Some items, such as individual plan-check credits, are one-time purchases rather than subscriptions.

4.2 Billing

By subscribing to a paid plan, you agree to pay the applicable fees. You authorize us to charge your designated payment method on a recurring basis according to your billing cycle (monthly or annually). Payments are processed by Stripe; we do not store your full card details.

Paid plans are billed per seat. Each active member of your firm uses one seat; external collaborators, clients, and guests do not. When you add a member, we charge a prorated amount for the rest of the billing period right away. When you remove a member, the unused time is credited toward your next invoice.

4.3 Automatic Renewal and Cancellation

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You may cancel your subscription at any time through your account settings. When a paid subscription ends, your firm moves to the free plan; your data is not deleted, but features and limits revert to the free plan.

If a payment fails, we will retry it and notify you. Paid features stay available during a grace period of up to 14 days, after which we may limit your account to the free plan until payment is made.

4.4 Refunds

Subscription fees are generally non-refundable except as required by applicable law or as expressly stated in these Terms. If you cancel during a billing period, you will retain access to the Service until the end of that period.

4.5 Price Changes

We may change our prices with 30 days' advance notice. Price changes will take effect at the start of your next billing cycle after the notice period.

5. Your Content

5.1 Ownership

You retain all ownership rights in the documents, files, data, and other content you upload to the Service ("Your Content"). We do not claim ownership of Your Content.

5.2 License to Us

By uploading Your Content, you grant us a limited, non-exclusive, worldwide license to host, store, transmit, display, and reproduce Your Content solely as necessary to provide the Service to you and as permitted by your privacy settings.

If you publish a public firm profile, or credit another firm on one of your projects, you also grant us the right to display that content publicly on the Service, including in search results and directories, until you unpublish it. A project credit is shown on the credited firm's profile as it stood when you sent it.

5.3 Your Responsibilities

You are solely responsible for Your Content. You represent and warrant that:

• You own or have the necessary rights to upload and share Your Content
• Your Content does not infringe any third-party intellectual property rights
• Your Content complies with all applicable laws and regulations
• Your Content does not contain viruses, malware, or harmful code

5.4 Backup

While we implement measures to protect Your Content, you are responsible for maintaining your own backup copies of important documents. We are not liable for any loss of Your Content.

5.5 Correction Letter Corpus Use

When you upload a correction letter for parsing, we may use it, in de-identified and aggregated form, to improve our jurisdiction intelligence — for example, learning which departments flag which issues and how often. We use it to make our predictions more accurate, not to identify you, your project, or your firm. Aggregated statistics (such as typical review times and common correction categories for a department) may appear on our public jurisdiction pages. The names of city plan reviewers that appear on letters may be added to a shared reviewer directory.

Your documents themselves are never shared with or shown to other customers, and are never used to train any third-party AI model. If your organization wants to opt out of this aggregated use, contact us through our contact form and we will exclude your org (an in-settings toggle for this is coming).

6. Acceptable Use

You agree not to use the Service to:

• Violate any applicable law, regulation, or third-party rights
• Upload content that is illegal, harmful, threatening, abusive, defamatory, or otherwise objectionable
• Impersonate any person or entity or misrepresent your affiliation
• Interfere with or disrupt the Service or servers
• Attempt to gain unauthorized access to any part of the Service
• Use automated means (bots, scrapers, etc.) to access the Service without permission
• Transmit viruses, malware, or other harmful code
• Collect or harvest user information without consent
• Use the Service for any illegal or unauthorized purpose
• Resell, sublicense, or redistribute the Service without authorization

We reserve the right to investigate violations and take appropriate action, including suspending or terminating your account.

7. Intellectual Property

7.1 Our Intellectual Property

The Service, including its original content, features, functionality, design, and branding, is owned by Olumba and protected by copyright, trademark, and other intellectual property laws. You may not copy, modify, distribute, or create derivative works without our prior written consent.

7.2 Feedback

If you provide us with feedback, suggestions, or ideas, you grant us a non-exclusive, worldwide, royalty-free license to use, modify, and incorporate such feedback into the Service without any obligation to you.

8. Third-Party Services

The Service may integrate with or contain links to third-party services, websites, or applications, such as Google Drive, Gmail, or Microsoft Outlook when you choose to connect them. We are not responsible for the content, privacy practices, or terms of any third-party services. Your use of third-party services is at your own risk and subject to their terms. How we handle data from connected accounts is described in our Privacy Policy.

9. Disclaimer of Warranties

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

We do not warrant that:

• The Service will be uninterrupted, secure, or error-free
• Any defects will be corrected
• The Service will meet your specific requirements
• Any content or data will be accurate, reliable, or complete

9.1 AI Output, Permit Information, and Professional Responsibility

Some features use artificial intelligence to parse documents, flag likely plan-check corrections, estimate review times, suggest tasks, or draft responses. Jurisdiction requirements, review-time estimates, and deadlines shown in the Service are compiled from public sources and past letters and may be incomplete or out of date. AI output and this information can be wrong.

The Service is a tool to support your work, not professional, legal, or code-compliance advice, and it does not replace review by the authority having jurisdiction. You remain responsible for verifying output against the governing codes and the jurisdiction's requirements, for anything you submit or send, and for your professional obligations, including the work of any licensed professional of record.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OLUMBA AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE.

OUR TOTAL LIABILITY FOR ALL CLAIMS RELATED TO THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

Some jurisdictions do not allow the exclusion or limitation of certain warranties or liabilities, so some of the above limitations may not apply to you.

11. Indemnification

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

• Your use of the Service
• Your violation of these Terms
• Your Content or any content you upload or share
• Your violation of any rights of a third party

12. Termination

12.1 Termination by You

You may terminate your account at any time through your account settings or by contacting us. Upon termination, your right to use the Service will immediately cease.

12.2 Termination by Us

We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. Reasons for termination may include:

• Violation of these Terms
• Non-payment of fees
• Conduct that we determine is harmful to other users or the Service
• Legal or regulatory requirements

12.3 Effect of Termination

Upon termination, we may delete Your Content and account data, as described in our Privacy Policy. When an individual user deletes their account, content they contributed to a firm's projects stays with that firm. We recommend downloading any documents you need before terminating your account. Sections of these Terms that by their nature should survive termination will survive.

13. Dispute Resolution

13.1 Informal Resolution

Before filing any formal dispute, you agree to contact us through our contact form to attempt to resolve the dispute informally. We will attempt to resolve the dispute within 30 days.

13.2 Governing Law

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law provisions.

13.3 Venue

Any legal action or proceeding arising out of or related to these Terms shall be brought exclusively in the state or federal courts located in Los Angeles County, California.

14. General Provisions

14.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and Olumba regarding the Service.

14.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions will continue in full force and effect.

14.3 Waiver

Our failure to enforce any right or provision of these Terms will not be considered a waiver of that right or provision.

14.4 Assignment

You may not assign or transfer these Terms without our prior written consent. We may assign our rights and obligations under these Terms without restriction.

14.5 Notices

We may provide notices to you via email, posting on the Service, or other reasonable means. You agree to keep your contact information current.

15. Changes to These Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms and updating the "Last updated" date. Your continued use of the Service after changes become effective constitutes acceptance of the revised Terms.

16. Contact Us

If you have any questions about these Terms, please contact us at: