Terms of Service
Effective Date: May 28, 2026 · Drawer Inc. · drawer.ai · Applies to users in the United States and Canada
1. Acceptance of These Terms
These Terms of Service (“Terms”) constitute a legally binding agreement between Drawer Inc. (“Drawer,” “we,” “our,” or “us”), a Texas corporation, and you (“Customer,” “you,” or “your”) — the entity or individual accessing or using the Drawer platform and services (“Service”). These Terms apply to all users in the United States (including the State of California) and Canada (including the Province of Quebec).
By creating an account, clicking “I agree,” accessing the Service, or otherwise indicating acceptance, you agree to be bound by these Terms. If you are accepting on behalf of a company or other legal entity, you represent and warrant that you have authority to bind that entity, and all references to “you” refer to that entity.
If you do not agree to these Terms, you may not access or use the Service.
These Terms apply in addition to any User License Agreement (“ULA”), Order Form, Purchase Terms incorporated into a commercial proposal or invoice, Concierge Services Agreement, AI Enabled BIM Services Agreement, or other agreement separately executed between Drawer and Customer (“Order Document”). In the event of a conflict between these Terms and an Order Document, the Order Document controls with respect to the conflicting term. Enterprise and B2B customers who have executed an AI Enabled BIM Services Agreement are governed by that agreement for all BIM project engagement terms; these Terms apply as the baseline for matters not addressed by that agreement. The online documents (“ULA”, Privacy Policy, and Cookies Policy) apply to all users, including BIM clients, except where the AI Enabled BIM Services Agreement expressly provides otherwise. For other individualized engagements, a separate Agreement may also apply.
French version (Quebec): These Terms are available in French at drawer.ai/fr/terms. Pursuant to the Charter of the French Language (as amended by Bill 96, An Act respecting French, the official and common language of Québec), Quebec customers may request the French version at any time by contacting legal@drawer.ai. « La version française des présents Conditions d’utilisation est disponible à l’adresse drawer.ai/fr/terms. »
2. The Service
Drawer provides an AI-powered construction document processing platform that enables electrical contractors, estimating teams, and other construction industry professionals to upload, process, analyze, and extract data from construction drawings and related project documentation (the “Service”).
The Service includes, without limitation:
- AI-assisted parsing, analysis, and data extraction from uploaded PDF drawings and project documents;
- Generation of takeoffs, reports, estimates, and other project outputs;
- Concierge services and human-assisted review (where separately contracted);
- BIM coordination and related professional services (where separately contracted);
- Account management, support, and related features.
Drawer reserves the right to modify, update, or discontinue features of the Service at any time, with reasonable advance notice where practicable. Drawer does not guarantee that any specific feature will be available indefinitely.
3. Account Registration and Security
To use the Service, you must register for an account and provide accurate, complete, and current information. You are responsible for:
- Maintaining the confidentiality of your account credentials;
- All activity that occurs under your account, whether or not authorized by you;
- Promptly notifying Drawer of any unauthorized use of your account at support@drawer.ai.
You may not share account credentials with individuals outside your organization, create accounts on behalf of others without their consent, or use automated means to access the Service without Drawer’s prior written authorization.
Drawer reserves the right to suspend or terminate accounts that violate these Terms or that, in Drawer’s reasonable judgment, pose a security risk.
4. Subscriptions, Fees, and Payment
Access to the Service requires a paid subscription or other commercial arrangement. All pricing, billing cycles, payment terms, auto-renewal conditions, cancellation procedures, refund entitlements, and late payment consequences are governed exclusively by your Order Document or ULA. In the absence of an Order Document, Drawer’s standard subscription terms communicated at time of purchase apply.
You are responsible for all applicable taxes, levies, or duties imposed by taxing authorities. Drawer will collect taxes where required by applicable law.
5. Customer Content
5.1 Definition
“Customer Content” means all files, documents, drawings, data, text, metadata, and other materials that you upload, submit, or otherwise make available through the Service. The Service currently accepts Customer Content in PDF format only, including construction drawings, plans, specifications, bid documents, schedules, legends, markups, submittals, equipment catalogs, and any other project-related documentation in PDF form. Drawer may expand supported file formats in the future, and any such additions will be reflected in an updated version of these Terms or in product documentation.
5.2 Your Ownership
As between Drawer and you, you retain all right, title, and interest in and to your Customer Content, including any intellectual property rights therein. These Terms do not transfer to Drawer any ownership of your Customer Content.
5.3 License to Drawer
By uploading or submitting Customer Content, you grant Drawer a worldwide, non-exclusive, royalty-free license to access, store, process, reproduce, and use your Customer Content solely:
- To provide, operate, and maintain the Service;
- To improve the accuracy, performance, and capabilities of the Service, including for purposes of quality assurance (QA), debugging, error analysis, evaluation, model improvement, and development of AI and machine learning systems (“Product Improvement”);
- To generate aggregated, de-identified, or anonymized data and benchmarks that do not identify you or your customers;
- To comply with applicable law or legal process;
- As otherwise expressly permitted by these Terms or your Order Document.
Important — AI Training Disclosure: Section 5.3(b) means that Drawer may use Customer Content — including raw drawings, extracted data, derived data, metadata, and document snippets — to train, evaluate, and improve its AI systems. This practice is described in detail in Section 6. If your organization’s data governance policies restrict such use, contact sales@drawer.ai to discuss enterprise terms with a data use carve-out.
5.4 Customer Representations and Warranties
You represent, warrant, and covenant that:
- You have all necessary rights, licenses, consents, and permissions to upload Customer Content to the Service and to grant Drawer the rights set forth in these Terms;
- If Customer Content includes drawings, plans, specifications, or other materials owned by third parties (including project owners, architects, engineers, or general contractors), you have obtained or hold the contractual or legal right to use and share such materials in connection with the Service;
- Customer Content does not and will not: (i) infringe, misappropriate, or violate the intellectual property rights of any third party; (ii) violate any applicable law or regulation; (iii) contain malware, viruses, or other harmful code.
Drawer has no obligation to and does not independently verify, screen, or audit Customer Content to confirm that you hold the rights described above. Drawer relies entirely on your representations. You agree to fully indemnify, defend, and hold harmless Drawer from and against any and all claims, damages, losses, and expenses (including attorneys’ fees) arising from any breach of the representations in this Section 5.4, including any claim by a third-party owner of drawings, plans, or specifications that their intellectual property has been uploaded or processed without authorization.
5.5 Customer Content Containing Personal Data
Some Customer Content may contain personal data of individuals (such as names, addresses, contact information, or other identifying details appearing in title blocks or project documentation). As between Drawer and you, you are the data controller for any such personal data and Drawer processes it on your behalf as a data processor. Your obligations as data controller with respect to that personal data — including compliance with applicable privacy law — are addressed in Drawer’s Privacy Policy.
6. AI Use, Training, and Product Improvement
Drawer uses AI to process construction documents and improve its models. This section explains exactly how customer data is used in that process. FTC guidance and applicable privacy laws require clear disclosure of AI data practices.
Why this section matters:
6.1 Scope of AI Data Use
Drawer uses Customer Content for Product Improvement purposes, including:
- Training, fine-tuning, evaluating, and improving Drawer’s AI and machine learning models;
- Quality assurance (QA) and validation of AI outputs;
- Debugging and error analysis;
- Developing new features and improving overall system performance.
This use may involve raw drawings, extracted data, derived data, metadata, and document snippets. Drawer prioritizes aggregated or anonymized data where technically feasible, but complete de-identification cannot be guaranteed for all Product Improvement use cases.
6.2 Automated Decision-Making (ADMT)
The Service uses automated systems to analyze and process construction documents, generate takeoffs, and produce estimates. These systems constitute Automated Decision-Making Technology (ADMT) as defined under the California Consumer Privacy Act, as amended by the California Privacy Rights Act (Cal. Civ. Code s. 1798.100 et seq., as amended by Proposition 24, effective January 1, 2023). The California Privacy Protection Agency (CPPA) is finalizing ADMT-specific regulations; Drawer will comply with those regulations as and when they come into legal force. Where currently required, Drawer will provide pre-use disclosures and honor opt-out requests submitted to privacy@drawer.ai. Note that opting out of ADMT may materially affect Service functionality.
6.3 Human Review
Authorized Drawer personnel and contractors — including DevOps engineers, QA team members, and data labeling contractors — may access Customer Content on a need-to-know basis for the purposes described in Section 6.1, as well as for customer support, troubleshooting, and system validation. Access requires prior internal approval and is subject to access control policies. Drawer does not grant access to Customer Content to external third parties outside of the subprocessors listed in Section 9.1.
6.4 Enterprise Opt-Out
Enterprise customers may request that their Customer Content be excluded from Product Improvement use cases by including appropriate restrictions in their Order Document or by contacting Drawer at legal@drawer.ai. Such restrictions may affect certain Service features. Absent a written agreement to the contrary, Drawer’s default data use practices apply as described in this Section 6.
6.5 Aggregated Data
Drawer may create aggregated, anonymized, or de-identified data derived from Customer Content and use such data without restriction, including for benchmarking, research, and product development, provided that such data cannot reasonably be used to identify you or your customers.
7. Data Retention and Deletion
Drawer uses a “soft-delete” model. When you delete content in the interface, the data is not immediately purged from Drawer’s systems. This section explains in full what happens to your data and how to request permanent deletion.
Transparency notice:
7.1 Data Retained by Drawer
Drawer retains Customer Content and associated processed data (including raw PDFs, extracted assets, generated reports, previews, and project logs) for as long as your account is active and, unless otherwise required by applicable law or agreed in writing, for an indefinite period thereafter. Drawer does not apply automatic data deletion schedules to project data.
System and activity logs are retained for approximately one (1) month. Backup copies are retained for approximately one (1) month in accordance with Drawer’s backup rotation policy. Support materials (including documents and files provided by you during a support request or troubleshooting session) may be retained together with project data for an indefinite period, depending on the nature of the support case.
7.2 What “Delete” Means in the Service
When you delete a project or Customer Content through the Service interface, the content is marked as deleted and becomes inaccessible through the interface (“soft delete”).
Soft deletion does not result in immediate or automatic permanent deletion of the underlying data, associated derived data, cached files, QA copies, or backup copies. Permanent (“hard”) deletion is performed on a manual, case-by-case basis following a written deletion request.
7.3 Deletion Requests
You may request permanent deletion of your Customer Content by submitting a written request to privacy@drawer.ai. Drawer will use commercially reasonable efforts to honor such requests within a reasonable timeframe, subject to:
- Data already incorporated into aggregated or anonymized datasets from which re-identification is not reasonably possible cannot be removed;
- Backup copies may persist for up to one (1) month after confirmed hard deletion of primary data;
- Drawer may retain data as required by applicable law, legal proceedings, or legitimate business record-keeping obligations.
7.4 Canadian Users — Data Residency
Customer Content is stored and processed in the United States on Amazon Web Services infrastructure. By using the Service, Canadian users explicitly consent to the transfer and processing of their data, including any personal information contained in Customer Content, to and in the United States. Details of the safeguards applicable to this cross-border transfer are set out in Drawer’s Privacy Policy at drawer.ai/privacy-policy.
7.5 Effect of Termination
Upon termination of your account or subscription, Drawer will make Customer Content available for export for thirty (30) days following the effective date of termination, after which Drawer has no obligation to maintain or provide access to Customer Content. Drawer’s retention practices in Section 7.1 continue to apply after termination unless you submit a deletion request pursuant to Section 7.3.
8. Data Security
Drawer implements commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Content from unauthorized access, disclosure, alteration, or destruction. Drawer’s infrastructure is hosted on Amazon Web Services (AWS) in the United States.
Drawer is currently pursuing SOC 2 Type II certification (process initiated May 2026) and will make its current security practices available upon reasonable written request by enterprise customers.
No data transmission or storage system is 100% secure. You acknowledge that you use the Service at your own risk with respect to security and agree to maintain appropriate security practices on your end, including controlling access to user accounts.
In the event of a personal data breach affecting your Customer Content, Drawer will notify you in accordance with applicable law and its Privacy Policy. Breach notification procedures, including obligations under PIPEDA and Quebec Law 25, are described in Drawer’s Privacy Policy at drawer.ai/privacy-policy.
9. Subprocessors and Third-Party Services
9.1 Subprocessors with Access to Customer Content
The following subprocessors may access Customer Content in connection with providing the Service:
- Amazon Web Services, Inc. (AWS): Primary cloud infrastructure provider (compute, storage, networking). Customer Content is stored and processed in AWS data centers in the United States.
- Amazon Web Services, Inc. — AWS Bedrock (Claude by Anthropic): AI model inference services used to process and analyze construction documents. Processed via AWS Bedrock within the AWS infrastructure boundary in the United States.
Drawer’s subprocessors with access to Customer Content are limited to AWS and AWS Bedrock as described above. Drawer relies on the standard service terms, data processing terms, and security commitments provided by AWS under its standard enterprise agreements. Drawer does not currently maintain separately negotiated DPAs with subprocessors beyond those standard terms. Enterprise customers requiring additional contractual data protection arrangements should contact legal@drawer.ai.
9.2 Analytics, Marketing, and Product Services
Drawer uses analytics, marketing, and product services on its website and within the product application. None of these services have access to Customer Content. The complete list of such services, their scope, and how to manage your preferences is set out in Drawer’s Cookies Policy at drawer.ai/cookie-policy and Privacy Policy at drawer.ai/privacy-policy.
Identity and access management within the product application is handled by Keycloak, which processes account authentication data but does not access Customer Content.
10. Intellectual Property
10.1 Drawer's IP
Drawer and its licensors retain all right, title, and interest in and to the Service, including all underlying software, algorithms, AI models, visual interfaces, documentation, trademarks, and other intellectual property (“Drawer IP”). The scope and conditions of your license to use the Service are governed by your applicable ULA or Order Document. These Terms do not independently grant any software license rights.
10.2 Service Outputs
AI-generated outputs produced by the Service in response to your Customer Content (such as takeoffs, reports, and estimates) (“Outputs”) are made available to you for your internal business use. You acknowledge that:
- Outputs are generated using AI and may contain errors or inaccuracies. You are solely responsible for independently verifying the accuracy of Outputs before relying on them for construction bids, contracts, or project execution;
- Drawer does not guarantee that Outputs are free from intellectual property claims of third parties;
- Drawer may retain derived data and learnings from generating Outputs for Product Improvement purposes consistent with Section 6.
10.3 Feedback
If you provide Drawer with suggestions, feature requests, or other feedback regarding the Service (“Feedback”), you grant Drawer a royalty-free, perpetual, irrevocable, worldwide license to use and incorporate such Feedback into the Service without restriction or obligation to you.
11. Privacy and Data Protection
Drawer’s collection, use, and disclosure of personal data in connection with the Service — and your rights as a data subject under applicable law, including the CCPA/CPRA (California), PIPEDA (Canada), and the Act to Modernize Legislative Provisions Respecting the Protection of Personal Information (Law 25, Quebec) — are governed exclusively by Drawer’s Privacy Policy, available at drawer.ai/privacy-policy, which is incorporated into these Terms by reference. In the event of any conflict between the Privacy Policy and these Terms with respect to personal data rights and practices, the Privacy Policy governs.
12. Confidentiality
Each party agrees to hold in confidence any non-public information disclosed by the other party in connection with the Service that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure (“Confidential Information”).
Customer Content is your Confidential Information. Drawer’s pricing, technical architecture, and non-public product information are Drawer’s Confidential Information.
Confidentiality obligations do not apply to information that: (a) is or becomes publicly known through no breach by the receiving party; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the disclosing party’s Confidential Information; or (d) is required to be disclosed by applicable law or legal process, provided the receiving party gives the disclosing party prompt written notice (where legally permitted) and cooperates in seeking a protective order.
13. Acceptable Use
You agree that you will not:
- Upload content that infringes third-party intellectual property rights, is unlawful, fraudulent, or violates applicable regulations;
- Use the Service to process classified, export-controlled, or government-restricted documents without Drawer’s prior written authorization;
- Attempt to reverse-engineer, decompile, or derive source code from the Service or its AI models;
- Use automated scripts, bots, scrapers, or other means to access the Service in a manner that exceeds normal usage patterns or interferes with the Service;
- Resell, sublicense, or otherwise make the Service available to third parties except as expressly permitted in your Order Document;
- Use the Service in a manner that violates applicable export control or sanctions laws, including U.S. Export Administration Regulations and applicable Canadian export control laws;
- Attempt to gain unauthorized access to other customers’ data or to Drawer’s internal systems.
Drawer reserves the right to suspend or terminate your access to the Service for violations of this Section without liability.
14. Disclaimer of Warranties
THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT. DRAWER DOES NOT WARRANT THAT: (A) THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR FIT FOR ANY PARTICULAR CONSTRUCTION OR BIDDING PURPOSE; (C) ANY ERRORS IN THE SERVICE WILL BE CORRECTED; OR (D) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS.
You acknowledge that AI-generated outputs (including takeoffs, material lists, and estimates) require independent professional review before use in construction bids, contracts, or project execution. Drawer is not responsible for losses arising from reliance on unverified AI outputs.
Canadian customers: Nothing in this disclaimer is intended to limit any non-waivable rights you may have under applicable Canadian consumer protection or provincial law.
15. Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL DRAWER, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE, EVEN IF DRAWER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
DRAWER’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES PAID OR PAYABLE BY YOU TO DRAWER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) ONE HUNDRED U.S. DOLLARS ($100).
Some jurisdictions, including certain Canadian provinces, do not permit the exclusion or limitation of certain warranties or liabilities. In such jurisdictions, Drawer’s liability is limited to the fullest extent permitted by applicable law.
16. Indemnification
You agree to indemnify, defend, and hold harmless Drawer, its affiliates, officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to:
- Your violation of these Terms;
- Customer Content, including any claim that Customer Content infringes or misappropriates the intellectual property or other rights of any third party;
- Your breach of the representations in Section 5.4 regarding rights to uploaded content;
- Your use of the Service in violation of applicable law;
- Any personal data contained in Customer Content and your obligations as data controller with respect to such data.
Drawer will promptly notify you of any claim for which indemnification is sought, cooperate reasonably in the defense, and allow you to control the defense, provided that Drawer may participate with counsel of its own choosing at its own expense. You may not settle any claim that imposes obligations on Drawer without Drawer’s prior written consent.
17. Term and Termination
17.1 Term
These Terms are effective as of the date you first access the Service and remain in effect until terminated in accordance with this Section.
17.2 Termination by Customer
You may terminate your account at any time by following the cancellation procedures in your Order Document or by contacting support@drawer.ai. Termination does not entitle you to a refund of prepaid fees except as expressly provided in your Order Document.
17.3 Termination by Drawer
Drawer may suspend or terminate your access to the Service:
- Immediately, upon written notice, if you materially breach these Terms and fail to cure within fifteen (15) days of written notice (where the breach is capable of cure);
- Immediately, without notice, for: (a) non-payment of undisputed fees; (b) violation of Section 13 (Acceptable Use); (c) conduct that poses a security risk to Drawer or other customers; or (d) Drawer’s reasonable belief that continued access would violate applicable law;
- Upon thirty (30) days’ written notice for any other reason or for convenience, with a pro-rata refund of prepaid fees for the unused portion of the subscription term.
17.4 Survival
Sections 5 (Customer Content), 6 (AI Use and Product Improvement), 7 (Data Retention), 10 (Intellectual Property), 12 (Confidentiality), 14 (Disclaimer), 15 (Limitation of Liability), 16 (Indemnification), 18 (Governing Law), and 22 (Canadian Users) survive termination of these Terms.
18. Governing Law and Dispute Resolution
18.1 U.S. Users — Governing Law
For users located in the United States, these Terms and any disputes arising out of or related to them are governed by the laws of the State of Texas, without regard to its conflict of law principles.
18.2 Canadian Users — Governing Law
For users located in Canada outside the Province of Quebec, these Terms are governed by the laws of the State of Texas, except that mandatory provisions of applicable Canadian federal or provincial law that cannot be contractually waived shall prevail over any conflicting provision of these Terms. For Ontario users specifically, mandatory protections under the Consumer Protection Act, 2002 (S.O. 2002, c. 30, Sch. A) apply and cannot be displaced by choice of law. For Alberta users, the consumer protection provisions of the Consumer Protection Act, R.S.A. 2000, c. C-26.3 apply where mandatory. For British Columbia users, the Business Practices and Consumer Protection Act, S.B.C. 2004, c. 2 applies where mandatory.
For users located in the Province of Quebec, the parties may agree to have these Terms governed by Texas law for commercial matters, but mandatory provisions of Quebec law — including provisions of the Civil Code of Québec, the Act Respecting the Protection of Personal Information in the Private Sector (Law 25), and the Consumer Protection Act — cannot be excluded by choice of law and shall apply where required.
18.3 Informal Resolution
Before initiating formal proceedings, the parties agree to attempt to resolve disputes informally. Either party may provide written notice describing the dispute in reasonable detail, and the parties will negotiate in good faith for thirty (30) days before proceeding to arbitration or litigation.
18.4 Binding Arbitration (U.S. Users)
EXCEPT FOR CLAIMS SEEKING INJUNCTIVE OR EQUITABLE RELIEF TO PROTECT INTELLECTUAL PROPERTY OR CONFIDENTIAL INFORMATION, ALL DISPUTES BETWEEN DRAWER AND U.S. USERS WILL BE RESOLVED EXCLUSIVELY THROUGH BINDING ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES. ARBITRATION WILL BE CONDUCTED IN AUSTIN, TEXAS, OR REMOTELY IF AGREED BY THE PARTIES.
18.5 Arbitration (Canadian Users)
For Canadian users outside Quebec, Drawer and the Customer agree that any dispute arising under these Terms will be submitted to binding arbitration under the applicable provincial arbitration legislation. Note: The mandatory arbitration and class action waiver provisions in Sections 18.4 and 18.6 apply to Canadian users to the fullest extent permitted by applicable provincial law. Where provincial law prohibits mandatory arbitration of certain claims, those claims may be brought in the courts described in Section 18.7.
18.6 Class Action Waiver
YOU AND DRAWER AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE ACTION. This waiver applies to the fullest extent permitted by applicable law. Notwithstanding the foregoing: (a) this waiver is VOID AND UNENFORCEABLE with respect to claims by Quebec consumers under section 11.1 of the Quebec Consumer Protection Act (R.S.Q. c. P-40.1), which expressly renders class action waivers in consumer contracts invalid and of no effect; (b) in Ontario, the Class Proceedings Act, 1992 (S.O. 1992, c. 6) restricts the enforceability of class proceeding waivers in consumer contracts; and (c) this waiver may be unenforceable in other Canadian provinces to the extent prohibited by applicable mandatory law. Quebec and Ontario consumers are not bound by this waiver and retain the right to bring class proceedings before the courts of their province.
18.7 Courts
For disputes not subject to arbitration (including claims for injunctive relief and Canadian claims exempted from mandatory arbitration), the parties consent to exclusive jurisdiction and venue in the state and federal courts located in Travis County, Texas (for U.S. users), or the courts of the applicable Canadian province (for Canadian users).
19. Commercial Electronic Messages (CASL — Canadian Users)
All users located in Canada. Canada’s Anti-Spam Legislation (CASL, S.C. 2010, c. 23) requires express consent before sending commercial electronic messages (CEMs) to Canadian recipients. Penalties: up to CAD $10,000,000 per violation for organizations.
Applies to:
19.1 Types of Communications
Drawer may send the following types of electronic messages to Canadian users:
- Transactional messages (account confirmations, billing receipts, support responses, security alerts): These are sent based on implied consent arising from your contractual relationship with Drawer and do not require separate opt-in consent under CASL.
- Commercial messages (product updates, new features, promotions, marketing communications): Drawer will send these only with your express consent, which you provide separately at account registration or through your account communication preferences.
19.2 Message Requirements
All commercial electronic messages sent by Drawer to Canadian users will include:
- Drawer’s legal name and contact information;
- A clear and simple mechanism to unsubscribe from future commercial messages;
- Processing of unsubscribe requests within ten (10) business days, as required by CASL.
19.3 Consent for Referral Communications
If you participate in Drawer’s referral program and refer individuals in Canada, you represent that any individuals you refer have provided consent to receive commercial electronic messages from Drawer, or that your referral constitutes a referral within the meaning of CASL’s implied consent provisions. You may not use Drawer’s referral tools to send unsolicited commercial messages.
20. Modifications to These Terms
Drawer may modify these Terms from time to time. Drawer will notify you of material changes by:
- Posting an updated version at drawer.ai/terms with a revised “Effective Date”; and
- Sending an email notification to the address associated with your account at least thirty (30) days before the changes take effect (for material changes).
Your continued use of the Service after the effective date of updated Terms constitutes acceptance of those Terms. If you do not agree to the updated Terms, you must stop using the Service and may terminate your subscription pursuant to Section 17.2.
Drawer may make changes effective immediately if required by applicable law or to address a security emergency, with notice provided as promptly as reasonably practicable.
21. Miscellaneous
21.1 Entire Agreement
These Terms, together with any applicable Order Document (including, where separately executed, an AI Enabled BIM Services Agreement), the ULA, and Drawer’s Privacy Policy, constitute the entire agreement between you and Drawer with respect to the Service and supersede all prior or contemporaneous communications, representations, and agreements. Where an Order Document has been separately executed, it forms part of the entire agreement and prevails over these Terms on any conflict.
21.2 Severability
If any provision of these Terms is found to be unenforceable, that provision will be modified to the minimum extent necessary to make it enforceable, and all remaining provisions will remain in full force and effect.
21.3 Waiver
Drawer’s failure to enforce any provision of these Terms does not constitute a waiver of its right to enforce that provision in the future.
21.4 Assignment
You may not assign or transfer these Terms or your rights hereunder without Drawer’s prior written consent. Drawer may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of its assets. Any assignment in violation of this Section is void.
21.5 Force Majeure
Neither party will be liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, acts of government, internet outages, or third-party service failures.
21.6 No Third-Party Beneficiaries
These Terms do not create any third-party beneficiary rights.
21.7 Eligibility
The Service is intended for use by individuals who are at least 18 years of age and who have legal capacity to enter into binding contracts. By using the Service, you represent that you meet these requirements.
21.8 Notices
Legal notices to Drawer should be sent to: Drawer Inc., Attn: Legal, 14425 Falcon Head Blvd, Building E, Suite 100, Austin, TX 78738, USA, or by email to legal@drawer.ai. Notices to you will be sent to the email address associated with your account.
21.9 Language
The parties confirm that these Terms and all related documents have been drawn up in English. Les parties aux présentes confirment leur volonté que cette convention ainsi que tous les documents qui s’y rattachent soient rédigés en anglais. (Quebec Civil Code requirement: express acknowledgment that both parties agreed to English language. French version must be made available separately.)
22. Additional Terms for Canadian Users
All users and customers located in Canada, including all provinces and territories. Where any provision in this Section conflicts with a provision elsewhere in these Terms, this Section prevails for Canadian users to the extent of the conflict.
Section applies to:
22.1 Applicable Canadian Laws
The following Canadian and provincial laws apply to your use of the Service as a Canadian user:
- Personal Information Protection and Electronic Documents Act (PIPEDA), S.C. 2000, c. 5: Federal privacy law governing Drawer’s collection, use, and disclosure of your personal information in the course of commercial activity. Drawer complies with PIPEDA’s ten Fair Information Principles.
- Act to Modernize Legislative Provisions Respecting the Protection of Personal Information (Law 25, S.Q. 2021, c. 25, amending R.S.Q. c. P-39.1): Quebec’s provincial privacy law, fully in force as of September 22, 2024. Applies to users and data subjects located in Quebec. Provides additional rights beyond PIPEDA, including data portability and the right to be de-indexed. Recognized by the federal OPC as substantially similar to PIPEDA for intra-provincial commercial activities.
- Personal Information Protection Act (PIPA), S.A. 2003, c. P-6.5 (Alberta): Alberta’s provincial privacy legislation, recognized by the federal OPC as substantially similar to PIPEDA. Governs collection, use, and disclosure of personal information in the course of commercial activity within Alberta. PIPEDA continues to apply to cross-border transfers of Alberta users’ personal information to the United States.
- Personal Information Protection Act (PIPA), S.B.C. 2003, c. 63 (British Columbia): British Columbia’s provincial privacy legislation, recognized by the federal OPC as substantially similar to PIPEDA. Governs commercial-activity personal information within BC. PIPEDA applies to cross-border transfers of BC users’ personal information to the United States.
- Canada Anti-Spam Legislation (CASL), S.C. 2010, c. 23: Governs all commercial electronic messages sent by Drawer to Canadian recipients. See Section 19 for full CASL compliance terms.
- Charter of the French Language (R.S.Q. c. C-11), as amended by An Act Respecting French, the Official and Common Language of Quebec (Bill 96, S.Q. 2022, c. 14): Requires that contracts of adhesion (including these Terms) be made available in French to Quebec users. French version available at drawer.ai/fr/terms.
Jurisdictional interaction: PIPEDA applies across all Canadian provinces and territories for cross-border data transfers between Canada and the United States — which is the nature of all data flows to Drawer as a US-based service. For purely intra-provincial commercial activities within Quebec, Alberta, and British Columbia, the applicable provincial privacy legislation (Law 25, PIPA Alberta, and PIPA BC respectively) applies in lieu of PIPEDA for those activities. Drawer’s obligations as a US-based processor receiving Canadian personal information are governed by PIPEDA in all provinces.
22.2 Privacy Rights of Canadian Users
Your rights as a Canadian user with respect to personal information held by Drawer — including your rights under PIPEDA’s ten Fair Information Principles (access, correction, withdrawal of consent, and complaint to the Office of the Privacy Commissioner of Canada) and, for Quebec residents, additional rights under Law 25 (data portability, de-indexing, and information about automated decision-making) — are set out in full in Drawer’s Privacy Policy at drawer.ai/privacy-policy. To exercise any of these rights, contact privacy@drawer.ai.
22.3 Cross-Border Data Transfer (Canada to U.S.)
Cross-border transfer of Customer Content and personal information to the United States is addressed in Section 7.4. Canadian users’ consent to that transfer, and the safeguards Drawer maintains under PIPEDA’s accountability principle — including privacy impact assessment outcomes required under Law 25 for Quebec users — are described in full in Drawer’s Privacy Policy at drawer.ai/privacy-policy.
22.4 French Language
These Terms are available in French at drawer.ai/fr/terms. If there is a conflict between the English and French versions, the English version prevails for commercial disputes, unless mandatory Quebec law requires otherwise.
Conformité à la loi sur la langue française : Conformément à la Charte de la langue française telle que modifiée par la Loi sur la langue officielle et commune du Québec, le français (Loi 14 / Projet de loi 96), les présentes Conditions d’utilisation sont disponibles en français à l’adresse drawer.ai/fr/terms. Les contrats d’adhésion conclus au Québec doivent être présentés en français en premier lieu.
23. Contact Information
If you have questions about these Terms or need to exercise your legal rights, please contact:
Drawer Inc.
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Legal: legal@drawer.ai
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Privacy (including PIPEDA / Law 25 / CCPA requests): privacy@drawer.ai
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Support: support@drawer.ai
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Website: drawer.ai
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Physical address: 14425 Falcon Head Blvd, Building E, Suite 100, Austin, TX 78738 USA