Terms of Use

1. Acceptance of Terms

SHAFT Master Services Company LLC dba ClickDrag ("ClickDrag," "Company," "we," "us," or "our") provides the ClickDrag Cost Segregation Platform ("Service"). By accessing or using the Service, you agree to be bound by these Terms of Use ("Terms"). If you do not agree to these Terms, you may not use the Service.

2. Description of Service

ClickDrag provides an AI-powered platform that produces engineering principles-based cost segregation analyses for real estate properties, applying the cost classification approach described in the IRS Cost Segregation Audit Techniques Guide. The Service analyzes construction documents, invoices, and property data to classify building components by recovery period and generate depreciation schedules and supporting materials.

3. User Accounts

To use the Service, you must create an account and provide accurate, complete information. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. You must notify us immediately of any unauthorized use of your account.

4. Fees and Payment

The Service requires payment as described on our pricing page. The cost segregation report is charged in full at checkout. The cost segregation study is invoiced, not charged by card at checkout: you accept its engagement letter online, 25% of the fee is invoiced when you accept it and the remaining 75% when the study is delivered, each invoice is due 15 days after its date (payable by ACH bank transfer, wire, or card), and the delivered study is released to you once the 25% retainer invoice is paid. All fees are non-refundable except as required by applicable law. We reserve the right to change our pricing with 30 days' notice.

5. User Responsibilities

You agree to:

• Provide accurate and complete property and construction documentation
• Upload only documents you have the right to share with us for processing, including where those documents contain information about third parties (such as contractors, architects, vendors, and suppliers)
• Use the Service only for lawful purposes
• Not misrepresent the information provided to the Service
• Consult with a qualified tax professional before filing any tax returns based on our reports
• Not reverse-engineer, decompile, or attempt to extract source code from the Service

By creating an account or purchasing a study, you consent to receive service and administrative communications from us at the contact channels you provide (including email and phone), such as step-by-step study progress notifications. We may also send marketing communications, individually or to groups of users; you may opt out of marketing communications at any time by contacting us or using the unsubscribe mechanism in the message.

6. Disclaimers — Methodology, Tax Advice, and Intended Use

6.1 Engineering Principles-Based Methodology

The studies and related materials produced by the Service are prepared using an engineering principles-based methodology, applying the cost classification approach described in the IRS Cost Segregation Audit Techniques Guide. The materials do not constitute an attestation, audit, or appraisal.

6.2 Informational Purpose; Intended Use

All studies, schedules, reports, briefs, and other materials provided through the Service are furnished to assist the client and the client's tax advisor in determining and supporting the client's depreciation positions, including preparation of a federal income tax return and, where applicable, a change in accounting method under Form 3115. The client's own tax advisor is responsible for the positions taken on any return. The materials are not tax, legal, accounting, or engineering advice, are not a substitute for professional advice, and may not be relied upon as a determination of the correct treatment of any item.

6.3 Professional Review Encouraged

We strongly encourage you to have all materials provided through the Service reviewed by your own qualified professionals — including a licensed tax professional or Certified Public Accountant (CPA) — before filing any tax return or otherwise relying on the materials. You are solely responsible for the positions ultimately taken by you and your advisors.

6.4 No Tax Advice; No Guarantee of Outcome

The Service does not constitute tax, legal, accounting, engineering, or financial advice and does not guarantee any specific tax outcome or savings amount. Estimated amounts — including the total depreciable basis — are estimates based on the information provided and may differ from actual results. The total depreciable basis is used as a cap on the classified components and is an estimate, not a guaranteed figure.

7. Intellectual Property

The Service, including its software, algorithms, designs, and documentation, is owned by the Company and protected by intellectual property laws. You retain ownership of the documents and data you upload. You grant us a limited license to process your documents and data for the purpose of providing the Service, which includes extracting the information they contain. Business contact information of third parties appearing in uploaded documents (for example, contractors, architects, vendors, and suppliers) may be retained in a de-duplicated business directory used for our service operations and our own business development and marketing outreach, as described in Section 2.3 of our Privacy Policy. Reports generated by the Service are licensed to you for your use in connection with the analyzed property.

8. Data Privacy, Security, and Retention

We take the security of your data seriously. Your uploaded documents and generated reports are stored securely and encrypted in transit and at rest. We do not sell your personal information or property data to third parties.

8.1 Document Retention

Uploaded source documents (AIA pay applications, invoices, blueprints, photographs, and other files you upload) are retained for up to seven (7) years from the date of upload and are then automatically and permanently deleted from our systems. Generated study deliverables (PDF reports, Excel workbooks) are retained for at least seven (7) years from the date of generation; they are not deleted automatically. Seven years is longer than the general three-year period for IRS assessment under IRC §6501(a), but a longer period applies in some cases (for example, six years under IRC §6501(e) for a substantial omission of income), so keep your own copies of your study and source documents for as long as your tax position requires.

8.2 Advance Deletion Notice

We will notify the account administrator at least 90 days before any document is scheduled for automatic deletion. This notice is sent by email and is for informational purposes only — no action is required to trigger the deletion. You may download your documents at any time before the scheduled deletion date via your account dashboard.

8.3 Early Deletion Request

You may request early deletion of your uploaded source documents at any time through your account Settings page (Data & Privacy tab). Early deletion requests are processed at the first nightly run after a 24-hour grace period, during which you may cancel the request. Important: generated cost segregation study reports (PDF and Excel deliverables) are retained for at least seven years regardless of early deletion requests, so that a copy remains available if the IRS examines a return that relies on them. We cannot delete these deliverables early. By requesting early deletion, you acknowledge this limitation.

8.4 Partner Firm Accounts

A firm that prepares studies under its own name through the Service (a “partner firm”) may close its account and delete its data at any time. When a partner firm deletes its account, we permanently delete the firm's account, its team members' access, its branding and signer details, its clients' information, uploaded documents, and generated study deliverables. Sections 8.1 and 8.3 do not apply to that deletion; the partner firm is responsible for keeping any copies it or its clients need, including for tax record-keeping. Before deleting, we keep a de-identified record of each study, described below. Partner firms distribute studies to their own clients; those clients do not receive accounts on the Service unless we agree otherwise.

8.5 De-identified Study Records

We may keep and use a de-identified record of any study prepared through the Service, including after the account that ordered it is closed or its data is deleted, to maintain and improve the Service. A de-identified record removes names, email addresses, phone numbers, street addresses, entity names, uploaded documents, signer identities, and firm branding. It keeps only information such as property type, state, year built or placed in service, size and cost ranges, redacted component descriptions, costs, classifications, and corrections. We do not attempt to re-identify a person, firm, or property from a de-identified record, and we do not sell de-identified records.

8.6 Storage Security

Documents are stored in a private, non-publicly accessible cloud storage bucket. Access is controlled by row-level security policies tied to authenticated user sessions. Short-lived signed URLs (valid for 5–60 minutes) are used for any file preview or download, with no permanent public links generated. For full details, review our Privacy Policy.

9. Limitation of Liability

To the maximum extent permitted by law, the Company shall not be liable for any indirect, incidental, special, consequential, or punitive damages, including lost profits, data loss, or business interruption, arising out of or in connection with the Service. In all cases, the Company's total aggregate liability arising out of or relating to the Service, any cost segregation study, or these Terms — whether in contract, tort (including negligence), strict liability, or otherwise — shall not exceed the fees the Company actually collected for the cost segregation study or report giving rise to the claim, net of any refunds.

10. Indemnification

You agree to indemnify and hold harmless the Company and its officers, directors, employees, and agents from any claims, damages, losses, or expenses arising from your use of the Service, your violation of these Terms, or your violation of any rights of a third party.

11. Termination

We may suspend or terminate your access to the Service at any time for violation of these Terms or for any other reason at our discretion. Upon termination, your right to use the Service ceases immediately. Provisions that by their nature should survive termination will survive, including intellectual property, limitation of liability, and indemnification.

12. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by posting the updated Terms on the Service with a revised effective date. Your continued use of the Service after such changes constitutes acceptance of the modified Terms.

13. Governing Law and Arbitration

These Terms, and any transaction for a cost segregation study or other Service, are governed by and construed in accordance with the laws of the State of New York, without regard to its conflict of law provisions.

Binding Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms, the Service, or any cost segregation study — including its breach, termination, enforcement, interpretation, or validity — shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules, before a single arbitrator, with the seat and venue of the arbitration in New York, New York. Judgment on the arbitrator's award may be entered in any court of competent jurisdiction. Each party waives any right to a trial by jury and to bring or participate in any class, collective, or representative action; all disputes shall be arbitrated on an individual basis. Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in the state or federal courts located in New York, New York to protect its intellectual property or confidential information.

14. Contact Information

For questions about these Terms of Use, please contact us at support@clickdragfinance.com.