Terms of Service

As used in this Agreement, the following terms have the meanings set forth below. Other terms are defined in the body of this Agreement.

1.1 “AI Output” means any content, data, material, or information generated, produced, derived, or assembled in whole or in part by or through the artificial intelligence, machine learning, statistical, computational, or automated features of the Platform, including without limitation cost estimates, quantity takeoffs, unit pricing, labor and material projections, line items, allowances, contingencies, schedules, bid packages, bid documents, proposals, scopes of work, reports, summaries, analyses, recommendations, and any drafts, exports, or derivatives of any of the foregoing, in any format.

1.2 “Authorized User” means an individual employee, agent, or contractor of Customer whom Customer authorizes to access and use the Platform under Customer’s account and for whom any applicable fees have been paid.

1.3 “Customer Data” means all data, files, documents, drawings, plans, specifications, photographs, pricing information, and other content or materials that Customer or its Authorized Users upload to, submit to, or input into the Platform, excluding AI Outputs.

1.4 “Documentation” means the user guides, help materials, and other documentation that Company makes generally available regarding use of the Platform, as updated from time to time.

1.5 “Fees” means the subscription fees, usage fees, and any other amounts payable by Customer to Company under this Agreement or any Order Form.

1.6 “Intellectual Property Rights” means all worldwide patents, copyrights, trademarks, trade secrets, moral rights, rights of publicity, and all other intellectual property and proprietary rights, whether registered or unregistered, and all applications, registrations, renewals, and extensions thereof.

1.7 “Order Form” means an ordering document, online subscription flow, or similar instrument entered into between Customer and Company that references this Agreement and specifies the Platform services, subscription tier, term, and Fees applicable to Customer.

1.8 “Platform” means Company’s proprietary software-as-a-service platform for AI-assisted construction cost estimating and bid assembly, including the websites, applications, application programming interfaces, software, AI models, tools, features, and services made available by Company, together with the Documentation, and all updates, modifications, and improvements thereto.

1.9 “Qualified Professional” means an individual or entity who, by reason of training, licensure, certification, or extensive commercial field experience, is fully qualified under prevailing construction industry standards to prepare, analyze, and validate construction cost estimates, blueprint takeoffs, and project bids. This includes, without limitation, certified professional estimators (CPEs), licensed commercial contractors, structural engineers, architects, or highly experienced internal construction project managers and estimators operating within Customer’s organization independent of the Platform’s automated functions.

1.10 “Verification” means an independent professional review and validation of an AI Output by a Qualified Professional, exercising the Qualified Professional’s own independent judgment and performed against the underlying project documents and current project-specific information, in which the Qualified Professional reviews the AI Output for accuracy, completeness, and suitability for the intended project, identifies and corrects material errors and omissions, and approves (with any corrections) the resulting work product as the Qualified Professional’s own, in each case before such AI Output (or any portion or derivative thereof) is used or relied upon for any Reliance Purpose (as defined in Section 3.3(a)). Verification does not require recreating the AI Output from scratch, but the Qualified Professional’s approval must reflect his or her own independent professional judgment and not mere acceptance of the AI Output as generated.

2.1 Account Registration. To access the Platform, Customer must create an account (“Account”) and provide accurate, current, and complete registration and billing information, and keep such information updated. Customer is responsible for maintaining the confidentiality of all Account credentials and for all activities that occur under its Account, whether or not authorized by Customer. Customer will notify Company promptly of any suspected unauthorized use of its Account.

2.2 License Grant. Subject to Customer’s compliance with this Agreement and payment of all applicable Fees, Company hereby grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable right, during the Term, to access and use the Platform, solely through the interfaces provided or authorized by Company, solely for Customer’s internal business purposes in connection with construction estimating and bid preparation, and solely in accordance with this Agreement and the Documentation.

2.3 Authorized Users. Use of the Platform is limited to Customer and its Authorized Users. Customer is responsible for its Authorized Users’ compliance with this Agreement, and any act or omission of an Authorized User that would breach this Agreement if taken by Customer will be deemed a breach by Customer.

2.4 Professional Customers. The Platform is intended for use by businesses and construction industry professionals. Customer represents that it is entering into this Agreement for business purposes and not as a consumer, and that each Authorized User is at least eighteen (18) years of age. Company may require validation of Customer’s business status (such as a business email, business tax identification number, or contractor license) as a condition of access.

2.5 Changes to the Platform. The Platform is a new and evolving product. Company may modify, add, or remove features or functionality of the Platform from time to time. Company will use commercially reasonable efforts to avoid material degradation of core functionality during a paid subscription term, but does not guarantee that any particular feature will remain available.

2.6 Beta Features. Company may make available pilot, preview, beta, or other pre-release features designated as such (“Beta Features”). Beta Features are provided for evaluation only, may be modified or discontinued at any time, are excluded from any support or service commitments, and are provided “AS IS” with no warranties or indemnities of any kind. Customer’s use of Beta Features is at its sole risk, and the heightened limitations applicable to AI Outputs under Sections 3, 8, and 9 apply with equal or greater force to outputs of Beta Features.

2.7 Support; No Service Level Commitment. Company will provide reasonable email-based support for the Platform during Company’s normal business hours. Unless expressly stated in a mutually executed Order Form, Company makes no commitment regarding Platform uptime, availability, response times, or resolution times, and scheduled or emergency maintenance may interrupt access without liability.

3.1 Nature of AI Outputs; Decision-Support Tool Only. The Platform uses artificial intelligence, machine learning, and automated computational methods to generate AI Outputs from Customer Data and other inputs. Customer acknowledges and agrees that all AI Outputs are preliminary, unverified, machine-generated draft materials provided solely as a productivity aid and starting point for Customer’s own professional processes. As used in this Agreement, “decision-support” means only that an AI Output may inform work that Customer subsequently performs, verifies, and takes sole responsibility for; it does not mean, and shall not be construed to mean, that any AI Output is reliable, accurate, complete, or fit to be relied upon, in whole or in part, without Verification. AI Outputs are not, and shall not be represented, characterized, marketed, or treated by Customer as: (a) professional cost estimates, opinions of probable cost, takeoffs, bids, or proposals; (b) professional, engineering, architectural, contracting, surveying, legal, financial, accounting, or other licensed or regulated professional services or advice; (c) a substitute for the independent judgment, analysis, and work product of a Qualified Professional; or (d) a representation, warranty, guarantee, prediction, or assurance of actual costs, quantities, schedules, conditions, outcomes, profitability, or any other matter. Company is a software provider only; Company is not a contractor, estimator, engineer, architect, or design professional, does not hold itself out as such, and does not perform, supervise, or assume responsibility for any professional services.

3.2 No Professional Relationship; No Duty to Monitor. No professional-client, fiduciary, advisory, agency, joint venture, or similar relationship is created between Company and Customer by this Agreement, by Customer’s use of the Platform, or by any AI Output. Company owes Customer no professional duty of care with respect to the content, accuracy, or completeness of any AI Output, and Company has no duty or obligation to review, validate, monitor, supervise, audit, or correct any AI Output or any bid, estimate, proposal, or other deliverable of Customer, whether before or after its use or submission. Any statements, figures, or recommendations contained in AI Outputs are machine-generated and do not reflect the judgment, opinion, or advice of Company or any individual. THE PLATFORM’S INTERFACE, FEATURES, AND ANY DISCLAIMERS, PROMPTS, LABELS, WATERMARKS, OR CONTROLS ARE PROVIDED “AS IS.” COMPANY HAS NO OBLIGATION TO DESIGN, MODIFY, OR ENGINEER THE PLATFORM, OR ANY FEATURE OF IT, TO DETECT, PROMPT, ENSURE, OR ENFORCE CUSTOMER’S VERIFICATION OF AI OUTPUTS, AND THE PRESENCE OR ABSENCE OF ANY SUCH FEATURE DOES NOT REDUCE CUSTOMER’S SOLE RESPONSIBILITY UNDER THIS SECTION 3.

3.3 Mandatory Independent Verification; Condition Precedent. • (a) For purposes of this Agreement, “Reliance Purpose” means any use of an AI Output (or any portion or derivative thereof) in connection with: (i) the preparation, pricing, submission, negotiation, or award of any bid, tender, quote, or proposal; (ii) the execution, modification, or performance of any contract, subcontract, purchase order, or change order; (iii) any financial commitment, financing decision, budget approval, procurement decision, or expenditure; (iv) any representation to a client, owner, lender, surety, insurer, or other third party; or (v) any other decision or action having financial, contractual, legal, or safety consequences. • (b) Verification Required. Customer shall not use or rely upon any AI Output for any Reliance Purpose unless and until such AI Output has undergone Verification by a Qualified Professional. Completion of Verification is an express condition precedent to any use of an AI Output for a Reliance Purpose. Customer’s obligation under this Section 3.3 is a material term of this Agreement and a primary basis of the bargain between the parties, without which Company would not make the Platform available on these terms or at these Fees. • (c) Scope of Verification. Verification must include, at a minimum and as applicable: (i) independent confirmation of all quantities, measurements, and takeoffs against the underlying plans, specifications, and site conditions; (ii) independent confirmation of all unit prices, labor rates, material costs, equipment costs, taxes, and markups against current, local, project-specific sources; (iii) review of scope completeness, including identification of items omitted from or duplicated in the AI Output; (iv) confirmation of compliance with applicable codes, regulations, permitting requirements, and contract documents; and (v) the exercise of independent professional judgment as to the reasonableness of the AI Output as a whole. Customer, and not Company, is solely responsible for determining the appropriate scope and rigor of Verification for each project. • (d) Customer Systems of Control; Records. Customer shall implement and maintain internal policies, training, and controls reasonably designed to ensure that its Authorized Users comply with this Section 3 and that no AI Output is used for a Reliance Purpose without Verification. Customer shall maintain records reasonably sufficient to demonstrate completion of Verification for each AI Output used for a Reliance Purpose, and in any claim or dispute in which Verification is at issue, Customer bears the burden of demonstrating that Verification was completed in accordance with this Agreement.

3.4 Acknowledgment of AI Limitations and Upstream Dependencies. Customer acknowledges that artificial intelligence, neural networks, and large language model technologies are probabilistic, experimental, and inherently imperfect. Customer explicitly acknowledges that the Platform relies upon direct application programming interfaces (APIs) and cloud infrastructure hosted by third-party foundational model providers (e.g., OpenAI, Anthropic). Accordingly, software behaviors, model outputs, and data parsing are subject to continuous upstream changes, weight updates, model drift, API deprecations, and infrastructure volatility beyond Company’s control. AI Outputs may, without warning or indication: (a) contain material errors, omissions, miscalculations, misclassifications, or inaccuracies, including so-called “hallucinations” (plausible-appearing content that is false, fabricated, or unsupported); (b) rely on cost, pricing, labor, or market data that is outdated, incomplete, regionally inapplicable, or otherwise unsuited to a particular project, location, or point in time; (c) misread, misinterpret, or fail to detect elements of plans, drawings, specifications, or other Customer Data, particularly where such inputs are incomplete, low-quality, non-standard, or ambiguous; (d) omit necessary scope items, trades, allowances, contingencies, general conditions, escalation, taxes, bonds, insurance, or other cost components; (e) fail to account for site conditions, constructability issues, scheduling constraints, supply chain conditions, code requirements, prevailing-wage or other legally mandated labor rates (including on public works projects), bonding and insurance requirements, or jurisdiction-specific factors; (f) produce different results for the same or similar inputs; and (g) vary in quality based on the nature and quality of the inputs provided. Actual construction costs are affected by numerous variables outside the scope of any software, and material variances between any estimate (however prepared) and actual costs are common in the construction industry. Contractual exposure resulting from an algorithmic calculation error or model drift is an inherent commercial risk that Customer fully accepts.

3.5 Customer Inputs. AI Outputs are dependent on the quality, accuracy, and completeness of Customer Data and other inputs supplied by Customer. Customer is solely responsible for the accuracy, completeness, legality, and suitability of all Customer Data, and Company has no obligation to review, audit, or correct Customer Data or to detect errors therein.

3.6 Express Non-Reliance. CUSTOMER REPRESENTS, WARRANTS, AND COVENANTS THAT IT WILL NOT RELY, AND WILL NOT PERMIT ANY AUTHORIZED USER OR THIRD PARTY TO RELY, ON ANY AI OUTPUT FOR ANY RELIANCE PURPOSE WITHOUT FIRST COMPLETING VERIFICATION. CUSTOMER’S DECISION TO USE ANY AI OUTPUT, WITH OR WITHOUT VERIFICATION, IS MADE SOLELY IN RELIANCE ON CUSTOMER’S OWN (OR ITS QUALIFIED PROFESSIONAL’S) INDEPENDENT SKILL, JUDGMENT, AND INVESTIGATION, AND NOT IN RELIANCE ON ANY STATEMENT, OUTPUT, ACCURACY CLAIM, MARKETING MATERIAL, OR OTHER COMMUNICATION OF OR ATTRIBUTABLE TO COMPANY.

3.7 Assumption of Risk; Sole Responsibility. AS BETWEEN COMPANY AND CUSTOMER, CUSTOMER ASSUMES ALL RISK ARISING FROM OR RELATING TO THE USE OF, OR RELIANCE ON, ANY AI OUTPUT, INCLUDING ALL RISK OF UNDERBIDDING, OVERBIDDING, COST OVERRUNS, LOST BIDS, LOST PROFITS, CONTRACT DISPUTES, CLAIMS BY OWNERS OR OTHER THIRD PARTIES, AND ANY OTHER FINANCIAL, CONTRACTUAL, OR OTHER LOSS, WHETHER OR NOT VERIFICATION WAS PERFORMED. ALL BIDS, ESTIMATES, PROPOSALS, CONTRACTS, AND OTHER DELIVERABLES THAT CUSTOMER PREPARES OR SUBMITS, IN WHOLE OR IN PART, USING THE PLATFORM ARE CUSTOMER’S OWN WORK PRODUCT, ISSUED UNDER CUSTOMER’S SOLE RESPONSIBILITY AND, WHERE APPLICABLE, UNDER THE RESPONSIBLE CHARGE OF CUSTOMER’S OWN QUALIFIED PROFESSIONALS AND LICENSES. CUSTOMER SHALL NOT ATTRIBUTE ANY SUCH DELIVERABLE TO COMPANY OR STATE OR IMPLY TO ANY THIRD PARTY THAT COMPANY PREPARED, REVIEWED, APPROVED, CERTIFIED, OR STANDS BEHIND SUCH DELIVERABLE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, CUSTOMER, ON BEHALF OF ITSELF AND ITS AUTHORIZED USERS, SUCCESSORS, AND ASSIGNS, HEREBY IRREVOCABLY RELEASES, WAIVES, AND DISCHARGES THE COMPANY PARTIES (AS DEFINED IN SECTION 9.1) FROM ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, AND CAUSES OF ACTION, WHETHER KNOWN OR UNKNOWN, ARISING OUT OF OR RELATING TO THE ACCURACY, COMPLETENESS, QUALITY, USE, MISUSE, OR RELIANCE UPON ANY AI OUTPUT, INCLUDING ANY ESTIMATE, TAKEOFF, QUANTITY, PRICE, OR RECOMMENDATION CONTAINED THEREIN, AND INCLUDING CLAIMS BASED IN WHOLE OR IN PART UPON THE ALLEGED ORDINARY NEGLIGENCE OF ANY COMPANY PARTY; PROVIDED THAT THIS RELEASE DOES NOT APPLY TO ANY COMPANY PARTY’S OWN FRAUD OR WILLFUL MISCONDUCT, OR TO ANY OTHER LIABILITY THAT CANNOT BE RELEASED OR WAIVED UNDER APPLICABLE LAW. THE OCCURRENCE OF AN AUTOMATED MODEL ERROR, “HALLUCINATION,” INCONSISTENCY, OR MODEL DRIFT, STANDING ALONE, SHALL NOT CONSTITUTE GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

3.8 No Liability for Unverified Reliance. WITHOUT LIMITING SECTIONS 8 AND 9, COMPANY SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY LOSS, DAMAGE, COST, CLAIM, OR EXPENSE ARISING OUT OF OR RELATING TO ANY USE OF OR RELIANCE ON ANY AI OUTPUT, AND, IN PARTICULAR AND WITHOUT LIMITATION, FOR ANY USE OF OR RELIANCE ON ANY AI OUTPUT FOR A RELIANCE PURPOSE WHERE VERIFICATION WAS NOT PERFORMED IN ACCORDANCE WITH SECTION 3.3. ANY SUCH UNVERIFIED USE IS A MATERIAL BREACH OF THIS AGREEMENT, IS OUTSIDE THE SCOPE OF THE LICENSE GRANTED HEREIN, AND CONSTITUTES AN INDEPENDENT, SUPERSEDING DECISION AND ACT OF CUSTOMER. NOTHING IN THIS SECTION 3.8 LIMITS LIABILITY FOR A COMPANY PARTY’S OWN FRAUD OR WILLFUL MISCONDUCT, OR FOR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

3.9 In-Product Notices; Persistent Disclaimers. The Platform may display and embed disclaimers, watermarks, labels, or notices identifying AI Outputs as AI-generated, preliminary, unverified, or requiring verification, including in exported or downloaded files. Customer shall not remove, obscure, or alter any such disclaimer, watermark, label, or notice from any AI Output, including any exported, downloaded, or shared copy, unless and until Verification of that AI Output has been completed, and shall comply with any laws applicable to Customer requiring disclosure of the use of AI-generated content.

3.10 Mandatory AI Reliance Acknowledgment. As a condition of first access to any AI Output generation, export, download, or sharing functionality, and at such other times as Company may require, Customer shall complete an acknowledgment, presented by Company through a click-through mechanism requiring affirmative assent, of the verification requirements and non-reliance provisions of this Section 3 (an “AI Reliance Acknowledgment”). Any AI Reliance Acknowledgment supplements, and does not replace or limit, Customer’s obligations under this Section 3, which apply in full whether or not a separate AI Reliance Acknowledgment is presented or completed. Customer agrees that Company’s electronic records and logs of Customer’s acceptance of this Agreement and any AI Reliance Acknowledgment, including timestamps, IP addresses, account identifiers, and version records, are admissible evidence of such acceptance to the fullest extent permitted by applicable law. Company will require renewed completion of the AI Reliance Acknowledgment whenever Company materially updates the acknowledgment, materially modifies the Platform’s AI functionality, or introduces new categories of AI Output.

3.11 No Reliance on Marketing, Sales Pitch, or Speed/Accuracy Statements. Customer acknowledges and agrees that all sales, marketing, advertising, or promotional statements distributed by Company—including any slide decks, pitch materials, pilot program demonstrations, case studies, or verbal representations claiming that the Platform generates “accurate,” “exact,” “instant,” or “fast” estimates—constitute non-binding commercial puffery and are entirely superseded by this Agreement. No technical benchmark, accuracy metric, or demo environment constitutes a guarantee of performance or reliability for Customer’s specific projects. Customer warrants that it has not relied on any such statements or representations in deciding to execute an Order Form or utilize the Platform, and fully accepts that the mandatory Verification requirements in Section 3.3 completely override any external claims regarding platform speed or precision. This Section 3.11 does not limit liability for a Company Party’s own fraud.

4.1 Restrictions. Customer will not, and will not permit any Authorized User or third party to: (a) rent, lease, sell, sublicense, distribute, or otherwise make the Platform available to any third party, including on a service-bureau or time-share basis; (b) copy, modify, translate, or create derivative works of the Platform; (c) reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, models, weights, algorithms, or methods of the Platform, except to the extent such restriction is prohibited by applicable law; (d) circumvent or attempt to circumvent any security, access-control, or usage-limit measures of the Platform; (e) access the Platform by means of any automated scraping, crawling, or bulk-extraction tool, or send requests at volumes exceeding what a human user could reasonably generate, except through interfaces expressly authorized by Company; (f) use the Platform or any AI Output to develop, train, improve, or benchmark a competing product or service; (g) remove, obscure, or alter any proprietary notices on or in the Platform; (h) upload or transmit any viruses, malware, or other harmful code, or any Customer Data that Customer does not have the right to provide; (i) use the Platform in violation of applicable law, including procurement, anti-fraud, licensing, and consumer protection laws; or (j) use the Platform to prepare fraudulent, collusive, deceptive, or bad-faith bids, estimates, or proposals, or to engage in bid rigging, price fixing, or other anticompetitive conduct.

4.2 Prohibited High-Risk Uses. The Platform is not designed or licensed for, and Customer shall not use the Platform or any AI Output as the basis for: (a) structural, life-safety, or engineering design determinations; (b) determinations of code compliance or permit sufficiency; (c) safety-critical decision-making of any kind; or (d) any purpose for which an error in output could result in death, personal injury, or severe property or environmental damage, in each case without independent design, review, and approval by appropriately licensed professionals operating wholly outside the Platform.

4.3 Suspension. Company may suspend access to the Platform immediately, with or without notice, if Company reasonably believes that Customer’s use violates this Section 4, poses a security risk, or exposes Company to legal liability. Company will use reasonable efforts to notify Customer of any suspension and to restore access promptly once the issue is resolved.

4.4 Regulated Bidding; Licensing; AI Laws. Customer is solely responsible for compliance with all laws, regulations, and rules applicable to Customer’s business, projects, and use of AI Outputs, including without limitation: (a) contractor, engineering, architectural, and other professional licensing and registration laws, including any laws governing who may prepare, sign, certify, or submit estimates or bids; (b) public procurement and public works laws, including bid submission rules, certifications regarding bid preparation, bid bond and surety requirements, and bid protest procedures; (c) prevailing wage, Davis-Bacon, and similar labor-rate requirements; (d) bonding, insurance, and DBE/MBE/WBE or similar participation requirements; and (e) laws governing the use or disclosure of artificial intelligence, including any requirement to disclose the use of AI-generated content in a bid or other submission. Customer shall not use the Platform in any jurisdiction, or for any purpose, where such use would violate applicable licensing or other law, and shall not use the Platform or any AI Output as a substantial factor in making any consequential decision concerning any individual (including decisions regarding employment, housing, credit, insurance, education, healthcare, or government services) within the meaning of any applicable AI law. Customer alone is responsible for determining whether its use of any AI Output complies with any public procurement, public works, or bid-submission certification or disclosure requirement, including any certification regarding who prepared a bid or estimate, and for making any such certification truthfully.

5.1 Fees. Customer will pay all Fees specified in the applicable Order Form or, for self-service subscriptions, as listed on Company’s then-current pricing page at the time of purchase or renewal. Except as expressly set forth in this Agreement, all Fees are non-refundable and payment obligations are non-cancelable.

5.2 Payment Method. Customer authorizes Company (and its third-party payment processor) to charge Customer’s designated payment method for all Fees as they become due, including recurring subscription charges and applicable taxes. Customer is responsible for keeping its payment information current. Company is not liable for errors of third-party payment processors.

5.3 Taxes. Fees are exclusive of all taxes, levies, and duties. Customer is responsible for all sales, use, value-added, and similar taxes arising from its purchases hereunder, excluding taxes on Company’s net income.

5.4 Late Payment. Overdue amounts may accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law, and Customer will reimburse Company’s reasonable costs of collection, including attorneys’ fees. Company may suspend access to the Platform for accounts more than fifteen (15) days past due, after notice.

5.5 Price Changes. Company may change its Fees upon notice; changes take effect at the start of Customer’s next renewal term. Continued use of the Platform after renewal constitutes acceptance of the changed Fees.

6.1 Company Technology. As between the parties, Company owns and retains all right, title, and interest, including all Intellectual Property Rights, in and to the Platform, the Documentation, Company’s AI models and algorithms, and all modifications, improvements, and derivatives of any of the foregoing, together with all Usage Data (as defined below) (collectively, “Company Technology”). No rights are granted to Customer except as expressly set forth in this Agreement.

6.2 Customer Data. As between the parties, Customer owns and retains all right, title, and interest in and to Customer Data. Customer hereby grants Company a worldwide, non-exclusive, royalty-free license to host, store, copy, process, transmit, display, and create derivative works of Customer Data solely as necessary to: (a) provide, maintain, secure, and support the Platform for Customer; (b) generate AI Outputs for Customer; and (c) comply with applicable law.

6.3 AI Outputs. As between the parties, and effective upon generation, Company assigns to Customer all of Company’s right, title, and interest, if any, in and to AI Outputs generated for Customer, and Customer may use such AI Outputs for its internal business purposes, subject at all times to Section 3. Customer acknowledges that: (a) ownership of, or any assignment of rights in, an AI Output does not constitute and shall not be construed as any representation regarding the accuracy or reliability of such AI Output, and creates no right to rely on such AI Output for any Reliance Purpose without Verification; (b) AI Outputs are machine-generated, may not be protectable by copyright, and may be similar or identical to outputs generated for other customers from similar inputs, and Company makes no representation as to the ownership, protectability, or non-infringement of AI Outputs; and (c) nothing in this Section 6.3 limits or modifies Customer’s obligations and acknowledgments under Section 3.

6.4 Usage Data; No Training Default. Company may collect and use technical, diagnostic, and usage data regarding the Platform’s operation and use (“Usage Data”) to operate, maintain, secure, and improve the Platform, provided that any Usage Data disclosed externally will be aggregated or de-identified so that it does not identify Customer or any individual. Company will not use Customer Data or AI Outputs to train or improve generalized artificial intelligence or machine learning models for the benefit of other customers, except: (a) with Customer’s prior express opt-in consent; or (b) using data that has been aggregated and de-identified such that it cannot reasonably be used to identify Customer, any individual, or any Customer project or bid.

6.5 Feedback. If Customer provides suggestions, ideas, or other feedback regarding the Platform (“Feedback”), Company may freely use and exploit such Feedback without restriction or obligation.

6.6 Trademarks; Publicity. Neither party may use the other party’s names, logos, or trademarks without prior written consent, except that Company may identify Customer by name and logo as a customer in Company’s marketing materials unless Customer opts out by written notice.

6.7 Equitable Relief. Customer acknowledges that any actual or threatened breach of Section 3.9 (In-Product Notices; Persistent Disclaimers), Section 4 (Acceptable Use), or this Section 6 may cause Company irreparable harm for which monetary damages would be an inadequate remedy. Accordingly, in addition to any other remedies available at law or in equity, Company is entitled to seek injunctive and other equitable relief to prevent or restrain any such breach, without the necessity of posting a bond or other security and without any obligation to prove actual damages. Company may maintain records and audit logs of Platform activity, including verification acknowledgments, disclaimer and watermark displays, and export, download, and sharing events, for evidentiary, security, and compliance purposes.

7.1 Definition. “Confidential Information” means non-public information disclosed by one party (“Disclosing Party”) to the other (“Receiving Party”) under this Agreement that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure. Customer’s Confidential Information includes Customer Data; Company’s Confidential Information includes the Company Technology, non-public Platform performance information, and pricing. Confidential Information does not include information that: (a) is or becomes publicly available through no breach by the Receiving Party; (b) was known to the Receiving Party without restriction before disclosure; (c) is rightfully received from a third party without breach of any obligation; or (d) is independently developed without use of the Disclosing Party’s Confidential Information.

7.2 Obligations. The Receiving Party will: (a) use Confidential Information only to exercise its rights and perform its obligations under this Agreement; (b) not disclose Confidential Information to any third party except to its employees, contractors, and advisors who need to know it and are bound by confidentiality obligations at least as protective as those herein; and (c) protect Confidential Information using at least the same degree of care it uses for its own similar information, and no less than reasonable care. The Receiving Party may disclose Confidential Information to the extent required by law, provided it gives the Disclosing Party prompt notice (where legally permitted) and reasonable cooperation to seek protective treatment.

7.3 Existing NDA. If the parties have entered into a separate written non-disclosure or confidentiality agreement, that agreement remains in effect, and as to any conflict between it and this Section 7, the provision more protective of the Disclosing Party’s Confidential Information controls.

7.4 Data Security. Company will implement and maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Customer Data against unauthorized access, use, disclosure, alteration, and destruction, appropriate to the nature of the data and consistent with industry practices for similarly situated software-as-a-service providers.

7.5 Security Incident Notification. If Company becomes aware of unauthorized access to or acquisition of unencrypted Customer Data in Company’s possession or control that compromises its security or confidentiality (a “Security Incident”), Company will notify Customer without undue delay and in any event within seventy-two (72) hours after confirming the Security Incident, will provide information reasonably available to Company about its nature and scope, and will take commercially reasonable steps to mitigate its effects. Company’s notification of or response to a Security Incident is not an acknowledgment of fault or liability.

7.6 Subprocessors. Customer acknowledges that Company uses third-party service providers, including cloud hosting and artificial intelligence infrastructure providers, to deliver the Platform (“Subprocessors”), and authorizes such use. Company will require Subprocessors that process Customer Data to be bound by confidentiality and data protection obligations no less protective in substance than those in this Section 7, and Company remains responsible for its Subprocessors’ handling of Customer Data. A current list of material Subprocessors is available from Company upon written request.

7.7 Equitable Relief. Unauthorized use or disclosure of Confidential Information may cause irreparable harm for which damages are an inadequate remedy, and the Disclosing Party is entitled to seek injunctive relief in addition to other remedies.

8.1 Mutual Warranties. Each party represents and warrants that it has the full right, power, and authority to enter into and perform this Agreement.

8.2 Customer Warranties. Customer represents and warrants that: (a) Customer owns or has all rights necessary to provide the Customer Data and to grant the licenses in Section 6.2, and the Customer Data and its use as contemplated hereunder do not and will not infringe, misappropriate, or violate any third party’s rights or any applicable law; (b) Customer holds, and will maintain, all licenses, registrations, and qualifications required by applicable law for Customer’s business and for the preparation and submission of any bid, estimate, or proposal Customer prepares using the Platform; and (c) Customer will comply with all laws applicable to its use of the Platform and AI Outputs, including any laws requiring disclosure of AI-generated content.

8.3 DISCLAIMER OF WARRANTIES. EXCEPT AS EXPRESSLY SET FORTH IN SECTION 8.1, THE PLATFORM, THE DOCUMENTATION, AND ALL AI OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY DISCLAIMS ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, COMPANY DOES NOT WARRANT THAT: (A) THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (B) ANY AI OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, RELIABLE, FREE OF ERRORS OR OMISSIONS, OR SUITABLE FOR ANY PARTICULAR PROJECT, PURPOSE, OR JURISDICTION; (C) ANY AI OUTPUT WILL CORRESPOND TO ACTUAL QUANTITIES, COSTS, PRICES, SCHEDULES, OR OUTCOMES; OR (D) ANY DEFECTS WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION, MARKETING STATEMENT, SPEED OR ACCURACY METRIC, SALES PITCH SLIDE, OR ADVICE GIVEN BY COMPANY OR ITS REPRESENTATIVES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.

8.4 NO PROFESSIONAL ADVICE. AI OUTPUTS AND ALL OTHER INFORMATION PROVIDED THROUGH THE PLATFORM ARE FOR GENERAL INFORMATIONAL AND DECISION-SUPPORT PURPOSES ONLY AND DO NOT CONSTITUTE PROFESSIONAL ESTIMATING, CONTRACTING, ENGINEERING, ARCHITECTURAL, SURVEYING, LEGAL, FINANCIAL, INSURANCE, OR OTHER PROFESSIONAL ADVICE OR SERVICES. CUSTOMER SHOULD ALWAYS SEEK THE ADVICE OF QUALIFIED PROFESSIONALS WITH RESPECT TO ANY PROJECT, BID, OR FINANCIAL DECISION. SECTION 3 OF THIS AGREEMENT IS INCORPORATED INTO THIS SECTION 8 BY REFERENCE.

9.1 EXCLUSION OF DAMAGES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL COMPANY OR ITS MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS, OR SUPPLIERS (COLLECTIVELY, THE “COMPANY PARTIES”) BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR THE PLATFORM FOR ANY: (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOST PROFITS, LOST REVENUE, LOST BIDS, LOST BUSINESS, LOSS OF GOODWILL, OR DIMINUTION IN VALUE; (C) COST OVERRUNS, UNDERBIDDING OR OVERBIDDING LOSSES, COSTS OF COVER OR SUBSTITUTE SERVICES, DELAY DAMAGES, OR LIQUIDATED DAMAGES PAYABLE TO THIRD PARTIES; (D) LOSS, CORRUPTION, OR INACCURACY OF DATA; OR (E) CLAIMS OF OR LIABILITY TO ANY THIRD PARTY (INCLUDING PROJECT OWNERS, GENERAL CONTRACTORS, SUBCONTRACTORS, LENDERS, OR SURETIES), IN EACH CASE HOWEVER CAUSED, UNDER ANY THEORY OF LIABILITY (CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE), AND EVEN IF A COMPANY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF SUCH DAMAGES WERE FORESEEABLE.

9.2 LIABILITY CAP. SUBJECT TO, AND WITHOUT IN ANY WAY LIMITING, STRUCTURALLY ALTERING, OR NEGATING THE ZERO-DOLLAR SPECIAL AI SPECIFIC LIMITATION SET FORTH IN SECTION 9.3, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY PARTIES FOR ALL GENUINE CLAIMS ARISING DIRECTLY UNDER THE SAAS SERVICE PROVISIONING OF THIS AGREEMENT, REGARDLESS OF THE THEORY OF LIABILITY, WILL NOT EXCEED THE GREATER OF: (A) THE TOTAL FEES ACTUALLY PAID BY CUSTOMER TO COMPANY UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM; AND (B) ONE HUNDRED U.S. DOLLARS (US $100). UNDER NO CIRCUMSTANCES SHALL THIS SECTION 9.2 BE INTERPRETED TO SUPERSEDE OR APPLY TO THE RISKS ALLOCATED SEPARATELY AND ABSOLUTELY IN SECTION 9.3.

9.3 AI OUTPUT RELIANCE — ZERO LIABILITY. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY IN THIS AGREEMENT, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY PARTIES’ TOTAL AGGREGATE LIABILITY FOR ANY AND ALL CLAIMS, LOSSES, OR DOWNSTREAM CONTRACTUAL FINANCING DAMAGES ARISING OUT OF OR RELATING TO ANY OF THE FOLLOWING IS ABSOLUTELY ZERO DOLLARS (US $0), WHETHER OR NOT VERIFICATION WAS PERFORMED: (A) ANY USE OF, OR RELIANCE ON, ANY AI OUTPUT, INCLUDING ANY ERROR, OMISSION, MODEL DRIFT, “HALLUCINATION,” OR INACCURACY THEREIN; (B) ANY USE OF AN AI OUTPUT FOR A RELIANCE PURPOSE WITHOUT VERIFICATION AS REQUIRED BY SECTION 3.3; (C) ANY BID, ESTIMATE, PROPOSAL, BID PACKAGE, CONTRACT BALANCING DETERMINATION, OR FINANCIAL COMMITMENT PREPARED, SUBMITTED, OR ENTERED INTO BY CUSTOMER; OR (D) ANY CUSTOMER DATA OR OTHER DESIGN INPUTS SUPPLIED BY OR ON BEHALF OF CUSTOMER. THE FOREGOING ZERO-DOLLAR LIMITATION APPLIES REGARDLESS OF THE THEORY OF LIABILITY (INCLUDING CONTRACT BREACH, STRUCTURAL DEFECT, TORT, OR BREACH OF IMPLIED WARRANTY) AND REGARDLESS OF WHETHER ANY CLAIM IS BASED IN WHOLE OR IN PART UPON THE ALLEGED NEGLIGENCE OF ANY COMPANY PARTY, INCLUDING ALLEGED NEGLIGENCE IN THE DESIGN, DEVELOPMENT, API INTEGRATION, MODEL TRAINING, TESTING, PILOT DEPLOYMENT, OPERATION, OR MAINTENANCE OF THE PLATFORM OR ITS AI MODELS. IF AND ONLY TO THE EXTENT A COURT OR ARBITRATOR OF COMPETENT JURISDICTION FINDS THIS ZERO-DOLLAR LIMITATION STRICTLY UNENFORCEABLE, THE COMPANY PARTIES’ TOTAL ENFORCEABLE LIABILITY FOR SUCH SPECIFIC ALGORITHMIC DEFECT SHALL UNDER NO CIRCUMSTANCES EXCEED THE SPECIFIC PRO RATA FEES ACTUALLY PAID BY CUSTOMER SPECIFICALLY FOR THE INDIVIDUAL UTILITY TRANSACTION THAT GENERATED THE DISPUTED AI OUTPUT AT ISSUE. IF A COURT OR ARBITRATOR FINDS THE ZERO-DOLLAR LIMITATION IN THIS SECTION 9.3 UNENFORCEABLE AS APPLIED TO A PARTICULAR CLAIM, THE COMPANY PARTIES’ LIABILITY FOR THAT CLAIM SHALL NOT EXCEED THE PRO RATA FEES ACTUALLY PAID FOR THE SPECIFIC TRANSACTION THAT GENERATED THE AI OUTPUT AT ISSUE AND, IF THAT MEASURE IS ALSO HELD UNENFORCEABLE, THE AGGREGATE CAP IN SECTION 9.2. IN NO EVENT SHALL THE COMPANY PARTIES’ LIABILITY UNDER THIS AGREEMENT BE UNCAPPED.

9.4 BASIS OF THE BARGAIN; CARVE-OUTS. THE PARTIES ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS IN SECTIONS 3, 8, AND 9 REFLECT AN INFORMED, B2B COMMERCIAL ALLOCATION OF RISK BETWEEN COMMERCIAL ENTITIES; THAT SUCH ALLOCATION IS REFLECTED IN THE FEES; THAT EACH PROVISION OF THIS SECTION 9 IS SEVERABLE AND INDEPENDENT OF THE OTHERS AND APPLIES EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE; AND THAT COMPANY WOULD NOT PROVIDE THE PLATFORM ON THESE TERMS WITHOUT SUCH PROVISIONS. NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THIS SECTION 9, THE EXCLUSIONS AND CAPS IN THIS SECTION 9 DO NOT APPLY TO: (A) CUSTOMER’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 10.1; (B) CUSTOMER’S PAYMENT OBLIGATIONS UNDER SECTION 5; OR (C) A PARTY’S OWN FRAUD OR WILLFUL MISCONDUCT, OR ANY OTHER LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

9.5 Claims Period. To the extent permitted by applicable law, no claim arising out of or relating to this Agreement or the Platform may be brought by Customer more than one (1) year after the date the cause of action accrued.

9.6 INDUSTRY-SPECIFIC EXCLUSIONS. WITHOUT LIMITING SECTIONS 3, 8, OR 9, AND SUBJECT ONLY TO THE CARVE-OUTS IN SECTION 9.4, THE COMPANY PARTIES HAVE NO LIABILITY FOR ANY LOSS, DAMAGE, COST, CLAIM, OR EXPENSE ARISING OUT OF OR RELATING TO: (A) MISSED, LATE, OR DEFECTIVE BID, TENDER, OR BID-PROTEST SUBMISSIONS OR DEADLINES; (B) ERRORS OR OMISSIONS IN STRUCTURAL, DESIGN, SCOPE, QUANTITY, OR TAKEOFF CONTENT; (C) MATHEMATICAL, CALCULATION, OR AGGREGATION ERRORS RESULTING IN UNDERBIDDING OR OVERBIDDING; (D) VOLATILITY, FLUCTUATION, STALENESS, OR REGIONAL INAPPLICABILITY OF MATERIAL, LABOR, OR EQUIPMENT PRICING; AND (E) NON-COMPLIANCE WITH PREVAILING-WAGE, DAVIS-BACON, OR SIMILAR LABOR-RATE OR PUBLIC-WORKS REQUIREMENTS. AS BETWEEN THE PARTIES, RESPONSIBILITY FOR EACH OF THE FOREGOING RESTS SOLELY WITH CUSTOMER.

10.1 Indemnification by Customer. Customer will defend, indemnify, and hold harmless the Company Parties from and against any and all third-party claims, demands, actions, and proceedings, and all resulting liabilities, damages, settlements, costs, and expenses (including reasonable attorneys’ fees), arising out of or relating to: (a) Customer Data, including any claim that Customer Data infringes, misappropriates, or violates a third party’s rights or applicable law; (b) any bid, estimate, proposal, contract, representation, or other deliverable prepared or submitted by or on behalf of Customer, in whole or in part, using the Platform or any AI Output, including any third-party claim arising from reliance on any of the foregoing; (c) Customer’s use of any AI Output, including any use without Verification; (d) Customer’s breach of this Agreement, including Section 3 or Section 4; (e) Customer’s removal, obscuring, or alteration of any disclaimer, watermark, label, or notice from any AI Output in violation of Section 3.9, or Customer’s modification, export, publication, distribution, or sharing of any AI Output in breach of this Agreement; or (f) Customer’s violation of applicable law or the rights of any third party.

10.2 Indemnification by Company. Company will defend Customer against any third-party claim alleging that the Platform, as provided by Company and used in accordance with this Agreement, infringes such third party’s U.S. patent, copyright, or trademark, or misappropriates its trade secret, and will indemnify Customer for damages finally awarded against Customer (or amounts agreed in settlement by Company) with respect to such claim. If the Platform becomes, or in Company’s opinion is likely to become, the subject of such a claim, Company may, at its option and expense: (a) procure the right for Customer to continue using the Platform; (b) replace or modify the Platform to be non-infringing without material loss of functionality; or (c) terminate this Agreement and refund any prepaid, unused Fees. Company has no obligation under this Section 10.2 for claims arising from: (i) Customer Data or other materials supplied by Customer; (ii) use of the Platform in combination with items not supplied by Company; (iii) modifications not made by Company; (iv) use in breach of this Agreement; or (v) AI Outputs. THIS SECTION 10.2 STATES COMPANY’S SOLE LIABILITY, AND CUSTOMER’S EXCLUSIVE REMEDY, FOR INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS.

10.3 Procedure. The indemnified party will: (a) give the indemnifying party prompt written notice of the claim (provided that delay relieves the indemnifying party only to the extent it is prejudiced); (b) grant the indemnifying party sole control of the defense and settlement of the claim (except that any settlement imposing non-monetary obligations on, or admitting fault of, the indemnified party requires its prior written consent, not to be unreasonably withheld); and (c) provide reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate in the defense with its own counsel at its own expense.

11.1 Term. This Agreement begins on the Effective Date and continues until terminated as provided herein (the “Term”). Paid subscriptions begin on the start date stated in the applicable Order Form or subscription flow and continue for the initial period selected (the “Initial Subscription Term”), and thereafter automatically renew for successive periods of equal length (each, a “Renewal Term”) unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current term (or, for monthly subscriptions, before the start of the next monthly period).

11.2 Termination for Convenience. Customer may cancel its subscription at any time via Account settings or written notice to Company; cancellation takes effect at the end of the then-current subscription period, and Fees already paid are non-refundable. For Customers without a paid subscription, either party may terminate this Agreement at any time upon notice. Company may terminate this Agreement or any free-tier access for convenience upon thirty (30) days’ notice; if Company terminates a paid subscription for convenience, Company will refund prepaid Fees for the unused remainder of the subscription term on a pro rata basis.

11.3 Termination for Cause. Either party may terminate this Agreement upon written notice if the other party materially breaches this Agreement and fails to cure such breach within thirty (30) days after notice describing the breach. Company may terminate immediately upon notice if Customer breaches Section 3.3, Section 4, or Section 6.1, or if Customer’s use poses a material legal, security, or reputational risk to Company.

11.4 Effect of Termination. Upon expiration or termination: (a) Customer’s license and access rights terminate, and Customer will cease all use of the Platform; (b) for thirty (30) days following termination, Company will make Customer Data available for export upon written request, after which Company may delete Customer Data and AI Outputs from active systems, subject to routine backups and legal retention obligations; and (c) each Receiving Party will, upon request, return or destroy the Disclosing Party’s Confidential Information, subject to the same backup and legal retention exceptions.

11.5 Records Retention. Notwithstanding Section 11.4, Company may retain copies of AI Outputs, Customer Data, logs of Platform activity, records of disclaimers and notices displayed, and records of Customer’s acceptance of this Agreement and any AI Reliance Acknowledgment, in each case for so long as reasonably necessary for legal compliance, dispute resolution, enforcement of this Agreement, and the establishment, exercise, or defense of legal claims, subject to the confidentiality obligations of Section 7. Except as expressly stated in this Agreement, Company has no obligation to create, maintain, retain, archive, or produce any project files, estimates, estimate histories, AI Outputs, bid records, audit trails, or other records on Customer’s behalf, and Customer is solely responsible for maintaining its own records, including any records required by applicable law, contract, or public procurement requirements. Company’s retention of any records under this Section 11.5 is for Company’s own purposes and does not make Company a recordkeeper, custodian, or records agent for Customer or any third party.

11.6 Survival. Sections 1, 3, 4.1, 4.4, 5 (with respect to accrued Fees), 6, 7, 8, 9, 10, 11.4, 11.5, 11.6, and 12 (including the mandatory arbitration and class action waiver in Section 12.2) survive any expiration or termination of this Agreement.

12.1 Governing Law; Venue. This Agreement is governed by and construed in accordance with the laws of the State of Arizona, without regard to its conflict of laws principles, and excluding the United Nations Convention on Contracts for the International Sale of Goods. Subject to Section 12.2 (Mandatory Arbitration; Class Action Waiver), the state and federal courts located in Maricopa County, Arizona will have exclusive jurisdiction over any dispute that is not subject to arbitration, and each party irrevocably consents to the personal jurisdiction and venue of such courts.

12.2 Mandatory Arbitration; Class Action Waiver. Except for (i) claims that may be brought in small claims court and (ii) claims for temporary or permanent injunctive or other equitable relief relating to intellectual property, confidentiality, unauthorized access to Company systems, or misuse of the Platform, any dispute, claim, or controversy arising out of or relating to this Agreement, the Platform, or any AI Output will be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect, seated in Maricopa County, Arizona, before a single arbitrator. The arbitration will be conducted on an individual basis only. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY WAIVES ANY RIGHT TO PARTICIPATE IN A CLASS ACTION, CLASS ARBITRATION, COLLECTIVE ACTION, MASS ARBITRATION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING, AND NO ARBITRATOR HAS AUTHORITY TO CONSOLIDATE OR JOIN THE CLAIMS OF MORE THAN ONE CUSTOMER OR TO PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. The existence, content, and outcome of any arbitration are confidential, except as necessary to confirm or enforce an award or as required by law. If the class-action and representative-action waiver above is held unenforceable as to a particular claim, that claim shall be severed and adjudicated in a court of competent jurisdiction, and no class or representative arbitration shall proceed. To the extent any dispute is permitted to proceed in court, EACH PARTY KNOWINGLY, VOLUNTARILY, AND IRREVOCABLY WAIVES ITS RIGHT TO A TRIAL BY JURY.

12.3 Changes to this Agreement. Company may update this Agreement from time to time. For material changes, Company will provide notice (such as by email, in-product notice, or posting the updated Agreement with a revised “Last Updated” date) at least thirty (30) days before the changes take effect for existing paid subscriptions; changes will otherwise take effect upon posting. Customer’s continued use of the Platform after the effective date of an updated Agreement constitutes acceptance. If Customer does not agree to an update, Customer’s exclusive remedy is to stop using the Platform and cancel its subscription before the update takes effect. Notwithstanding the foregoing, any material change to Section 3 (AI Output Disclaimer; Non-Reliance; Mandatory Independent Verification), Section 8 (Representations and Warranties; Disclaimers), Section 9 (Limitation of Liability), or Sections 12.1–12.2 (Governing Law; Mandatory Arbitration; Class Action Waiver) will be effective as to an existing Customer only upon Customer’s renewed affirmative acceptance of the updated Agreement, and not by continued use alone. Company may present the updated Agreement for affirmative acceptance through a click-through prompt the next time an Authorized User accesses the Platform and may condition continued access to the Platform on such acceptance.

12.4 Privacy. Company’s collection and use of personal information in connection with the Platform is described in Company’s Privacy Policy, which is incorporated by reference. To the extent Company Processes Personal Information contained in Customer Data on Customer’s behalf, that Processing is also governed by the Data Processing Addendum, available from Company upon request or at such URL as Company may designate, which is incorporated into this Agreement by reference. Any liability arising under or relating to the Data Processing Addendum or the Privacy Policy is subject to the exclusions, disclaimers, and limitations of liability in Section 9, including the zero-dollar AI Output reliance limitation, and does not expand Company’s aggregate liability.

12.5 Assignment. Customer may not assign or transfer this Agreement, by operation of law or otherwise, without Company’s prior written consent, and any attempted assignment in violation of this Section is void. Company may assign this Agreement in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets, or to an affiliate. This Agreement binds and benefits the parties and their permitted successors and assigns.

12.6 Force Majeure. Neither party is liable for any delay or failure to perform (other than payment obligations) resulting from causes beyond its reasonable control, including, without limitation, acts of God, acts of government, flood, fire, earthquakes, civil unrest, acts of terror, strikes or other labor problems, computer attacks or malicious acts (such as ransomware or distributed denial-of-service attacks), or the failure, degradation, or volatility of third-party foundational AI models or upstream cloud hosting infrastructure.

12.7 Severability. If any provision of this Agreement is held by a court or arbitrator of competent jurisdiction to be contrary to law, invalid, or unenforceable, the provision will be modified by the court or arbitrator and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement will remain in full force and effect.

12.8 Entire Agreement. This Agreement, including any applicable Order Forms, the Privacy Policy, and the Data Processing Addendum, constitutes the entire agreement between the parties concerning its subject matter and supersedes all prior or contemporaneous agreements, proposals, representations, and understandings, whether written or oral, including any commercial promotional or marketing materials. No modification, amendment, or waiver of any provision of this Agreement will be effective unless in writing and signed or affirmatively accepted electronically by both parties.

12.9 Waiver; Rules of Construction. No failure or delay by either party in exercising any right under this Agreement will constitute a waiver of that right. The headings in this Agreement are for convenience of reference only and do not affect the meaning or interpretation of any provision. As used in this Agreement, the word “including” means “including without limitation”.

12.10 Notices. Except as otherwise specified in this Agreement, all notices, permissions, and approvals hereunder must be in writing and will be deemed given: (a) when delivered personally; (b) the second business day after mailing; or (c) the first business day after sending by email. Notices to Company must be sent to legal@vantagebid.com (or such other physical or electronic address provided by Company), and notices to Customer will be sent to the email or physical address associated with Customer’s Account.

12.11 Order of Precedence. In the event of any conflict among the documents comprising this Agreement, the following order of precedence governs, except as otherwise expressly provided in Section 12.12: (a) a mutually executed Order Form, but only to the extent it expressly references and amends a specific provision of this Agreement in accordance with Section 12.12; (b) the body of this Agreement; (c) the Data Processing Addendum; (d) the Privacy Policy; and (e) the Documentation. No conflicting or additional term contained in any Order Form, Documentation, or other instrument modifies Section 3, Section 8, or Section 9 except as permitted by Section 12.12.

12.12 No Purchase Order, Vendor Portal, or Pre-Printed Terms. Any terms or conditions contained in or referenced by a Customer purchase order, vendor registration or onboarding portal, supplier code of conduct, click-through procurement system, invoice, or other Customer-issued or Customer-required document (collectively, “Customer Procurement Terms”) are rejected, are of no force or effect, and do not modify, supplement, or supersede this Agreement, regardless of whether Company accepts, acknowledges, signs, registers within, or performs in connection with any such document or portal, and regardless of any language stating that Company’s performance constitutes acceptance of such terms. No Customer Procurement Term, and no provision of any Order Form, modifies Section 3 (AI Output Disclaimer; Non-Reliance; Mandatory Independent Verification), Section 8 (Representations and Warranties; Disclaimers), or Section 9 (Limitation of Liability) unless set forth in a written amendment that (i) is signed by an authorized officer of Company, (ii) expressly identifies this Agreement, and (iii) specifically identifies by section number each provision being modified and the language being changed. A purported modification that does not satisfy all three requirements is void.

12.13 Third-Party Beneficiaries. The Company Parties (as defined in Section 9.1) are intended third-party beneficiaries of, and may enforce and invoke for their own benefit, the release and assumption of risk in Section 3.7, the disclaimers in Sections 3 and 8, the limitations of liability in Section 9, and Customer’s indemnification obligations in Section 10.1, in each case as if a party to this Agreement. Except for the Company Parties to the limited extent stated in this Section 12.13, this Agreement does not confer any right, benefit, or remedy on any person or entity other than the parties and their permitted successors and assigns.

12.14 Relationship of the Parties. The parties are independent contractors. This Agreement does not create any partnership, joint venture, agency, fiduciary, employment, or franchise relationship between the parties, and neither party has authority to bind the other or to incur obligations on the other’s behalf.

12.15 Attorneys’ Fees. In any action, arbitration, or other proceeding arising out of or relating to this Agreement, the prevailing party is entitled to recover its reasonable attorneys’ fees, expert fees, and costs, in addition to any other relief to which it is entitled. This Section 12.15 is in addition to, and does not limit, Company’s right to recover collection costs under Section 5.4.

12.16 Export Control and Sanctions Compliance. Customer will comply with all applicable export control, economic sanctions, and anti-boycott laws and regulations, including those administered by the U.S. Department of Commerce and the U.S. Department of the Treasury’s Office of Foreign Assets Control (“OFAC”). Customer represents and warrants that it, its Authorized Users, and any party acting on its behalf are not (a) located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions, or (b) identified on any U.S. government restricted-party list, including the OFAC Specially Designated Nationals and Blocked Persons List, the Commerce Department Denied Persons List or Entity List, or any similar list. Customer will not access or use the Platform, or export, re-export, or transfer any AI Output or related technology, in violation of such laws.

12.17 U.S. Government End Users. The Platform and Documentation are “commercial computer software” and “commercial computer software documentation” as those terms are used in the Federal Acquisition Regulation (FAR) and its agency supplements, including the Defense Federal Acquisition Regulation Supplement (DFARS). Any use, modification, reproduction, release, performance, display, or disclosure of the Platform or Documentation by or on behalf of the U.S. Government is governed solely by this Agreement, and the U.S. Government acquires only those rights granted to all other Customers under this Agreement.

12.18 Supplemental Terms. Company may make certain features or services available subject to additional or supplemental terms presented at the time of access (“Supplemental Terms”). Supplemental Terms are incorporated into this Agreement with respect to the applicable feature or service, and in the event of a conflict between Supplemental Terms and the body of this Agreement, the Supplemental Terms govern solely for that feature or service. Notwithstanding the foregoing, no Supplemental Terms diminish, waive, or supersede Section 3, Section 8, or Section 9, each of which continues to apply in full to all features and services, including any feature or service governed by Supplemental Terms.

12.19 Copyright Complaints. Company respects the intellectual property rights of others and responds to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (“DMCA”) and other applicable law. If any person believes that material accessible on or through the Platform infringes a copyright, a written notice may be submitted to Company’s designated agent containing the information required by 17 U.S.C. § 512(c)(3), including: (a) identification of the copyrighted work claimed to have been infringed; (b) identification of the allegedly infringing material and information reasonably sufficient to permit Company to locate it; (c) the complaining party’s name, address, telephone number, and email address; (d) a statement that the complaining party has a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; (e) a statement, made under penalty of perjury, that the information in the notice is accurate and that the complaining party is the copyright owner or is authorized to act on the owner’s behalf; and (f) the physical or electronic signature of an authorized person. Company may, in appropriate circumstances and in its discretion, disable or terminate the accounts of users who are repeat infringers. Company’s designated agent for receiving notices under this Section 12.19 is: VantageBid LLC, Attn: Copyright Agent, legal@vantagebid.com.