Construct AI Terms of Service

These Construct AI Terms of Service ("Agreement") apply to your ("Customer") access to and use of (i) the website located at constructai.la (or any successor links) and all associated web pages, websites, and social media pages (the "Site") provided by ConstructAI Inc., a Delaware corporation ("Company"), (ii) online services (including the Site, the "Services").

BY AGREEING TO THE AGREEMENT, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 10.2, OR (II) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN CUSTOMER AND COMPANY WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. If Customer does not agree to the Agreement, Customer must not use the Services.

Company may indicate that different or additional terms, conditions, guidelines, policies, or rules apply in relation to some of the Services ("Supplemental Terms"). Any Supplemental Terms become part of Customer's agreement with Company if Customer uses the applicable Services, and if there is a conflict between the Agreement and the Supplemental Terms, the Supplemental Terms will control for that conflict.

Company may make changes to these Terms. The "Last Updated" date above indicates when these Terms were last changed. If Company makes future changes, it may provide Customer with notice of such changes, such as by sending an email, providing a notice through our Services, or updating the date at the top of these Terms. Unless Company says otherwise in its notice, the amended Agreement will be effective immediately, and Customer's continued use of the Services after Company provides such notice will confirm Customer's acceptance of the changes. If Customer does not agree to the amended Agreement, it must immediately stop using the Services.

  1. 1. SERVICES

    1. 1.1 Service Obligations

      Subject to the terms and conditions of the Agreement, Company will, itself or through its affiliates or subcontractors, provide to Customer the Services as specified in the Agreement. Company will be responsible for the acts and omissions of its affiliates and subcontractors, including any acts or omissions that, if taken (or not taken) by Company, would constitute a breach of the Agreement.

      1. To get started with the Services, Customer will submit a request for a quote from Company.
      2. Company will review the submission and provide a quote that contains an estimated delivery date and fixed cost for the job.
      3. Customer must make payment for the order before Company will process it.
      4. Upon delivery, Customer has 48 hours to raise any concerns with the deliverables by emailing Company at customersupport@constructai.la and may request a refund in this 48-hour window if Customer is not satisfied with the deliverables.
      5. If Company identifies any mistakes or material errors in the blueprints it receives from Customer, Company will flag them and make an estimation using assumptions for the job. Any further estimations run by Customer will be charged separately, even if it is to correct a mistake or material error in a prior submission.

    2. 1.2 Access and Use Rights

      Subject to the terms and conditions of the Agreement, Company hereby grants to Customer a limited, non-exclusive, and non-transferable (except in connection with a permitted assignment under Section 11.4) right, during the Term, to access and use the Services. The Services are not for resale or distribution to any third party. Company reserves all rights not expressly granted to Customer hereunder. Company does not grant any other rights, whether by implication, estoppel, waiver, or otherwise.

    3. 1.3 Suspension

      Company may, directly or indirectly, suspend or otherwise deny Customer's access to or use of all or any part of the applicable Services, without incurring any resulting obligation or liability, if: (a) required under applicable law, rule, or regulation, to prevent an imminent security threat to Company, or to prevent any harm or damage to any natural person(s); or (b) Company believes, in its reasonable discretion, that Customer has failed to comply with any material term or condition of the Agreement (including Customer's payment obligations) or accessed or used the Services beyond the scope of the rights granted, or for a purpose not authorized. The foregoing sentence does not limit any rights or remedies that either party may be entitled under the Agreement or at law or in equity.

    4. 1.4 Performance Data

      Company may collect and use data and information related to Customer's use of the Services in an aggregate or anonymized manner ("Performance Data"), including to compile statistical and performance information related to the provision and operation of the Services and for billing purposes.

    5. 1.5 Information Security

      Company will: (a) protect the security and integrity of Customer Content (defined under Section 3.4) that is collected, accessed, stored or received by Company in connection with the Services; and (b) implement and maintain a comprehensive security program with administrative, technical and physical safeguards to protect the Input against any unauthorized disclosure or use of such data and any anticipated or reasonably foreseeable threats or hazards to the security or integrity of such Customer Content. Company may participate in a third-party audit certification process, such as SOC 2 Type II, for its applicable Services and will provide evidence of such process (if any) to Customer upon request.

    6. 1.6 Updates

      (a) Company reserves the right to change or modify the Services, including modifying features and functionalities thereof, as Company deems necessary or useful to comply with applicable law or to maintain or enhance the quality, functionality, performance, reliability or cost efficiency of the Services. (b) Company may, upon ninety (90) days' notice, which notice may be given by any reasonable means including by notification on or through the Company Services. Customer will be responsible for making any changes to Customer's application(s) or Equipment (defined below) that are required for any integration with the Services resulting from any Company's changes to the Services, at Customer's sole cost and expense.

  2. 2. RESTRICTIONS AND RESPONSIBILITIES

    1. 2.1 Compliant Use

      Customer represents, covenants, and warrants that Customer will use the Services only in compliance with the Agreement and all applicable laws, rules, and regulations.

    2. 2.2 Export Controls

      Customer is responsible for compliance with United States export controls and for any violation of such controls, including any United States embargoes or other federal rules and regulations restricting exports. Customer represents, covenants, and warrants that Customer is not located in a country or territory that is subject to economic sanctions or trade embargoes imposed by the United States Government (including Belarus, Cuba, Iran, North Korea, Russia, Syria, and the annexed regions of Ukraine), that Customer is not listed on or identified on any United States Government list of sanctioned individuals, that Customer will comply fully with all relevant export laws and regulations of the United States and other international trade laws applicable to Customer's use of the Services.

    3. 2.3 Customer Responsibilities

      Customer shall be responsible for (a) obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services, including modems, hardware, servers (including cloud hosting, if applicable), operating systems, data backup systems, networking, web servers, software, and the like (collectively, "Equipment"), (b) maintaining the security of the Equipment, Customer accounts, passwords (including User IDs and other administrative and user passwords) and files, and for all uses of Customer's account or the Equipment with or without Customer's knowledge or consent, and (c) providing media and content and otherwise reasonably assisting and cooperating with Company as necessary for Company to perform the Services. Except as expressly set forth in the Agreement, Company is not responsible for supplying any Equipment to Customer under the Agreement.

    4. 2.4 Restricted Access

      Customer will not, directly or indirectly, permit any person to access or use the Services except as expressly permitted by the Agreement. Customer shall notify Company as soon as practicable of any unauthorized access to or use of the Services. Customer shall be responsible and liable for all access to and use of the Services resulting from access provided by Customer, directly or indirectly, whether such access or use is permitted by or in violation of the Agreement.

    5. 2.5 Usage Limits

      Customer will not consume tokens, API calls, or other computational resources in a volume or at a rate that Company determines, in its reasonable discretion, to be excessive. If Customer's usage exceeds such limits or otherwise imposes undue load on the Services, Company may, with or without notice, implement technical or administrative controls, including rate limiting, throttling, queuing, or suspension of access to some or all features of the Services.

  3. 3. INTELLECTUAL PROPERTY

    1. 3.1 Company Rights

      As between Customer and Company, Company owns and retains all right, title and interest in and to the Services and all Intellectual Property Rights therein. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, or other intellectual property rights, in any part of the world.

    2. 3.2 Feedback

      Company may use and exploit, without any payment or attribution obligation of any kind, any comments, feedback, suggestions, or ideas ("Feedback") Customer or any of its personnel, employees, agents, or subcontractors provide to Company in connection with the Agreement or the Services. Customer waives any moral and similar rights relating to Feedback that Customer may have under any applicable law.

    3. 3.3 Customer Rights

      As between Customer and Company, Customer is and shall remain the sole and exclusive owner of all right, title, and interest in and to any and all data and information that (a) Customer transmit to Company's systems in connection with access or use of the Services, or (b) is otherwise provided to Company by or on behalf of Customer in connection with the Agreement ((a) and (b), collectively, "Input").

    4. 3.4 Output Rights

      When Customer provides Input to Company or the Services, Customer may receive visual output generated and returned by one or more Generative AI Models (defined below), or text output generated and returned by one or more LLMs (defined below), based on Input (the "Output") (Input and Output, collectively, the "Customer Content"). Outputs may be generated by, but do not constitute a part of, generative artificial intelligence models (the "Generative AI Models") or large language models ("LLMs") (Generative AI Models and LLMs, collectively, the "Models"). As between Company and Customer, Customer owns all right, title and interest in and to the Output in perpetuity and, subject to Customer's payment of all Fees, to the fullest extent possible under applicable law, Company hereby assigns to Customer all of its right, title, and interest in and to such Output (but excluding, for clarity, any Models), provided that Customer's use of the Services and the Output (whether by or for the benefit of Customer) always complies with all applicable law, rules and regulations. However, if Customer rejects any deliverables provided by Company, Customer must immediately cease use of the deliverables and delete all copies in Customer's control or possession.

    5. 3.5 Customer License

      Customer hereby grants to Company an irrevocable, non-exclusive, non-transferable license to reproduce, distribute, create derivative works of, translate, broadcast, publicly perform, publicly display, and otherwise use Customer Content to perform Company's obligations and exercise Company's rights under the Agreement.

    6. 3.6 Customer Content

      Customer represents, covenants, and warrants that (a) it is either the owner of, or otherwise has the necessary rights and licenses to use and to authorize Company to use, the Inputs in any manner contemplated by this Agreement; or (b) it has the written consent, release, or permission of each and every natural person that appears in or is included in the Input to use the personal data and likenesses of each such person to enable inclusion and use of Customer Content in any manner contemplated by this Agreement, including for the purposes of using the Services as contemplated under the Agreement.

    7. 3.7 Customer Requirements

      Notwithstanding anything to the contrary in the Agreement, Customer's use of the Services and Output is subject to the following:

      1. Customer acknowledges and agrees that (i) certain Generative AI Models are developed based on content belonging to third parties or the likeness of natural persons, and those third parties or natural persons may have certain rights in and to the Outputs separate from any rights granted by Company to Customer hereunder, and (ii) Models may become unavailable at any point during the Term;
      2. Customer may not create, train, test or improve artificial intelligence or machine learning models (including architectures, models or weights) on Outputs (or any derivatives thereof);
      3. Customer may not (i) upload or provide any Outputs to any artificial intelligence or machine learning product or service for the purpose of cloning any of the content or Models available through the Services or (ii) download or retrieve a copy of any Models; and
      4. Due to the nature of machine learning, the Output generated by Customer using the Services may not be unique across users, as the Services may produce the same or similar output for Customer and a third party. Responses requested by and generated for users that are not Customer shall not be considered Output for Customer.

  4. 4. CONFIDENTIALITY

    1. 4.1 Definition

      "Confidential Information" means any confidential or proprietary information of the disclosing Party (the "Discloser") that is marked as "Confidential" or under the circumstances of disclosure should reasonably be considered confidential or proprietary. Confidential Information of Company includes non-public information regarding features, functionality and performance of the Services. Confidential Information does not include information that (a) is lawfully in or enters the public domain through no fault of or breach by the receiving party (the "Recipient"), (b) the Recipient was lawfully in possession of without any obligation of confidentiality prior to receiving it from the Discloser, (c) the Recipient developed independently and without use of or reference to the Discloser's Confidential Information, or (d) the Recipient receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation.

    2. 4.2 Mutual Obligations

      Each party will: (a) hold in strict confidence all Confidential Information of the other party, using at least the same degree of care to protect the Discloser's Confidential Information as it uses to protect its own Confidential Information of like nature, but at least reasonable care; (b) use such Confidential Information only to perform its obligations under the Agreement; and (c) not transfer or disclose such Confidential Information to any individual or entity except to the directors, officers, employees, agents, contractors, accountants, auditors, or legal and financial advisors of such party who need to know such Confidential Information and who are under confidentiality obligations substantially similar to those set forth hereunder; provided, that the handling and treatment of Confidential Information in accordance with the Agreement by any such individual or entity will be such party's full responsibility. A Recipient may disclose the Discloser's Confidential Information to the extent required by law provided that the Recipient (i) notifies the Discloser in writing prior to disclosure of the information so that the Discloser has a reasonable opportunity to obtain a protective order, (ii) assists the Discloser, at the Discloser's expense, in any attempt to limit or prevent the disclosure of the Confidential Information, and (iii) discloses only the minimum Confidential Information actually required to be disclosed. Neither party will disclose the existence or terms and conditions of the Agreement to any third party.

    3. 4.3 Equitable Relief

      Each party agrees that the other party may have no adequate remedy at law if there is a breach or threatened breach of Section 4.1 or 4.2 and, accordingly, that the non-breaching party will be entitled to seek injunctive or other equitable relief to prevent or remedy such a breach, in addition to any legal remedies available to that party, without the necessity of proving actual damages and without the necessity of posting a bond (or other security).

  5. 5. PAYMENT OF FEES

    1. 5.1 Fees

      Customer will pay Company the fees presented to it in connection with ordering the Services in accordance with the terms therein (the "Fees"). If Customer's use of the Services exceeds the scope paid for or otherwise requires the payment of additional fees based on usage, Customer will pay the applicable Fees. If Customer believes that Company has billed Customer incorrectly, Customer must contact Company no later than 60 days after the closing date on the first billing statement in which the error or problem appeared, to receive an adjustment or credit.

    2. 5.2 Payment

      Unpaid amounts are subject to a finance charge of 1.5% per month on any outstanding balance, or the maximum permitted by law, whichever is lower. Customer shall be responsible for all taxes associated with Services other than United States taxes based on Company's net income. Amounts due, including all sales, use, or other taxes or duties, must be paid in full without deduction or set off.

  6. 6. TERM AND TERMINATION

    1. 6.1 The Term

      Subject to any earlier termination as provided in the Agreement, the Agreement is effective as of the date that Customer and Company enter into the Agreement and continues until the Services have been performed by Company ("Term").

    2. 6.2 Mutual Right to Terminate for Material Breach

      Either party may terminate the Agreement immediately upon notice to the other party if the other party materially breaches the Agreement and fails to cure such breach within thirty (30) days after receipt of written notice describing in reasonable detail the nature of the breach.

    3. 6.3 Effect of Termination

      Upon termination of the Agreement, (a) Customer will pay Company all Fees incurred prior to such termination and each party will return or destroy (and, upon request, certify in writing to the destruction of) any Confidential Information of the other party in such party's possession or control; (b) all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate; and (c) Customer will immediately cease all use of any Services. Sections 1.4 (Suspension); 2.1 (Compliant Use); 2.2 (Export Controls); 2.4 (Restricted Access); 3.1 (Company Rights); 3.2 (Feedback); 3.3 (Customer Rights); 3.4 (Output Rights); 3.6 (Customer Content); 3.7 (Customer Requirements); 4 (Confidentiality); 5 (Payment of Fees); 6.3 (Effect of Termination); 7.1 (Mutual Warranties); 7.3 (Disclaimers); 7.4 (Warranty Exclusions); 7.5 (Warranty Remedies; Exclusive Remedies); 8 (Indemnification); 9 (Limitation of Liability); 10 (Dispute Resolution); 11 (Miscellaneous) will survive any expiration or termination of the Agreement.

  7. 7. WARRANTIES AND DISCLAIMER

    1. 7.1 Mutual Warranties

      Each party represents and warrants that: (a) it is an entity duly organized, validly existing, and in good standing under the laws of the jurisdiction where it is organized; and (b) it has power and authority to enter into and perform its obligations under the Agreement.

    2. 7.2 Company's Warranties

      Company represents and warrants that, during the Term, the Services will (a) materially conform to the specifications provided by Company, if any ("Specifications"), and (b) to the best of Company's knowledge be free from any viruses or other malicious code.

    3. 7.3 DISCLAIMERS

      EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7.2: (A) COMPANY DOES NOT WARRANT THAT THE SERVICES (OR THE RESULTS OR OUTPUT FROM THE SERVICES) WILL BE ACCURATE, ADEQUATE, COMPLETE, RELIABLE, CURRENT, UNINTERRUPTED, OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, (B) THE SERVICES, THE CONTENTS THEREIN, ANY ACCOMPANYING DOCUMENTATION, AND ANY OTHER DATA OR INFORMATION PROVIDED HEREUNDER, ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, AND WITH ALL FAULTS, AND COMPANY SHALL HAVE NO LIABILITY FOR ANY ERRORS OR OMISSIONS IN OR OTHER ASPECTS OF ANY OF THE FOREGOING, AND (C) COMPANY EXPRESSLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT AND ANY WARRANTIES CONCERNING RESULTS OBTAINED FROM CUSTOMER'S USE OF THE SERVICES. WITHOUT LIMITING THE FOREGOING, COMPANY MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY OUTPUTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. IN ADDITION: (X) ALL THIRD-PARTY SERVICES AND THIRD-PARTY CONTENT ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD-PARTY SERVICES OR THIRD-PARTY CONTENT IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR; (Y) ALL SERVICES PROVIDED AT NO-CHARGE ARE PROVIDED "AS-IS" AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED; AND (Z) CUSTOMER IS SOLELY RESPONSIBLE FOR REVIEWING AND ASSESSING THE SUITABILITY OF THE RESULTS OF THE SERVICES BEFORE IT USES THE RESULTS OF THE SERVICES FOR ANY USE CASE WHATSOEVER.

    4. 7.4 Warranty Exclusions

      The warranty set forth in Section 7.2 applies only to Customer's use of a Services in accordance with the Agreement and Company's written instructions and Specifications regarding use of the Services. Company will not have any liability under Section 7.2 for any Services that fails to conform to the Specifications if such failure is caused by any (a) misuse, incorrect installation, calibration, mishandling, neglect, improper storage, accident, or abuse of such Services, (b) modification, alteration or repair of such Services performed by anyone other than Company, or (c) damage or defects caused by any use of the Services in breach of this Agreement or that does not comply with Company's operating instructions or any other documentation or instructions provided by Company regarding the correct use of Services.

    5. 7.5 Exclusive Warranty Remedies

      For any Services that fail the warranty under Section 7.2, Company will, at its expense and sole discretion, repair the Services provided to Customer or offset Fees. COMPANY'S OBLIGATIONS UNDER THIS SECTION 7.5 CONSTITUTE CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES, AND COMPANY'S SOLE AND EXCLUSIVE LIABILITY, FOR ANY SERVICES THAT FAIL THE WARRANTIES UNDER SECTION 7.2.

  8. 8. INDEMNIFICATION

    1. 8.1 Definitions

      As used herein, "Claim" means any claim, action, or proceeding, in each case brought or made by a third party. "Losses" means all losses, damages, liabilities, deficiencies, settlements, judgments, awards, penalties, interest, fines, costs, fees and expenses of whatever kind (including reasonable attorneys' fees and legal costs and expenses).

    2. 8.2 Company Obligations; Claims against Customer

      Company, at its expense, will defend, indemnify, and hold Customer harmless from and against any and all Losses in connection with any Claim to the extent arising from: (a) the infringement, misappropriation or violation of such third party's Intellectual Property Rights to the extent resulting from Company's provision of the Services, (b) Company's gross negligence or willful misconduct, or (c) Company's violation of applicable law. Notwithstanding the foregoing, Company's indemnification obligations under Section 8.2(a) do not apply to the extent that the alleged infringement or misappropriation arises from: (i) Input; (ii) use of the Services in combination with hardware, systems, software, networks, or other materials or services not provided by Company and not approved or specified for Customer's use; (iii) modification of the Services not authorized by Company; or (iv) Customer's failure to timely implement any modifications, upgrades, replacements, or enhancements made available to Customer by or on behalf of Company (items (i) through (iv), "Excluded Claims").

    3. 8.3 Customer Obligations; Claims against Company

      Customer, at its expense, will defend, indemnify, and hold Company harmless from and against any and all Losses in connection with any Claim to the extent arising from: (a) Input, (b) Output, to the extent the Claim arises from or relates to the Input, (c) Customer's gross negligence or willful misconduct, (d) Customer's violation of applicable law, or (e) the Excluded Claims.

    4. 8.4 Procedure

      The party providing the indemnification ("Indemnitor") shall have exclusive control of the defense of any Claims and all negotiations for settlement or compromise of a Claim; provided that (a) the indemnified party ("Indemnitee") may, at its own cost and expense, appoint its own counsel with respect to defense of the Claim, and (b) the Indemnitor shall not have the right to settle any Claim without the prior written consent of the Indemnitees, not to be unreasonably withheld, conditioned, or delayed, to the extent that the settlement (i) does not provide for a full and unconditional release of the Indemnitees or (ii) imposes any form of equitable relief against the Indemnitees. The Indemnitees shall provide all reasonable assistance in defending any Claim as may be requested by the Indemnitor, at the Indemnitor's sole cost and expense. The Indemnitee shall give the Indemnitor written notice of the Claim subject to indemnification hereunder, provided that in no event will an Indemnitee's failure to provide such notice relieve or excuse the Indemnitor's obligations under this Section 8 unless the Indemnitor is actually and materially prejudiced thereby.

    5. 8.5 Company Options; Customer's Exclusive Remedies

      If (a) use of the Services in accordance with the Agreement infringes, misappropriates or violates a third party's Intellectual Property Rights or proprietary rights, (b) a court of competent jurisdiction enjoins the provision of Services in connection with a claim of infringement, misappropriation or any other violation of third party Intellectual Property Rights or proprietary rights, or (c) Company reasonably believes that the Services may become subject to a claim of infringement, misappropriation or any other violation of third party Intellectual Property Rights or proprietary rights, then in each case of (a) through (c), Company may, at its sole option: (1) procure the rights necessary to continue providing the Services; (2) modify the Services to make them non-infringing; or (3) if Company believes that neither option (1) nor option (2) is commercially practicable, cancel its applicable Services to Customer. If Company cancels its provision of Services to Customer, Customer will immediately discontinue all use of the Services and Company will provide Customer with a refund for pre-paid and unused Services if any. SECTIONS 8.2 AND 8.5 SET FORTH COMPANY'S SOLE OBLIGATIONS AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDIES FOR ANY THIRD-PARTY CLAIM OR ALLEGATION THAT COMPANY HAS INFRINGED, MISAPPROPRIATED, OR OTHERWISE VIOLATED ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT OR ANY OTHER THIRD-PARTY PROPRIETARY, PERSONAL, OR PRIVACY RIGHT.

  9. 9. LIMITATION OF LIABILITY

    1. 9.1 Indirect Damages

      NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, EXCEPT FOR CUSTOMER'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 8 OR EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IN NO EVENT WILL EITHER PARTY OR ITS SUPPLIERS, OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS, OR EMPLOYEES BE RESPONSIBLE OR LIABLE WITH RESPECT TO THE AGREEMENT OR THE SERVICES, UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER THEORY: (I) FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR (II) AS TO COMPANY ONLY, FOR ERROR OR INTERRUPTION OF USE, LOSS OR INACCURACY OR CORRUPTION OF DATA, COST OF COVER OR PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, OR LOSS OF BUSINESS; IN EACH CASE OF (I) AND (II), WHETHER OR NOT A PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

    2. 9.2 Aggregate Damages

      EXCEPT FOR CUSTOMER'S INDEMNIFICATION OBLIGATION UNDER SECTION 8 OR LIABILITY ARISING FROM A PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR A PARTY'S MISAPPROPRIATION OR INFRINGEMENT OF THE OTHER PARTY'S INTELLECTUAL PROPERTY RIGHTS, IN NO EVENT WILL A PARTY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT OR THE SERVICES, WHETHER IN CONTRACT, TORT, OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED AN AMOUNT EQUAL TO THE FEES PAID BY CUSTOMER TO COMPANY IN THE 12 MONTHS PRIOR TO THE FIRST EVENT THAT GAVE RISE TO THE LIABILITY, WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

  10. 10. DISPUTE RESOLUTION

    1. 10.1 Mandatory Informal Dispute Resolution

      For any dispute or claim between the parties arising out of or relating to the Agreement or our Services, including any privacy or data security claims, (collectively, "Disputes", and each a "Dispute"), Customer and Company agree to attempt to first resolve the Claim informally. If Customer and Company cannot reach an agreement to resolve the Dispute within 30 days after Customer or Company receives notice of the Dispute, then either party may submit the Dispute to binding arbitration as set forth below. The statute of limitations and any filing fee deadlines shall be tolled for thirty (30) days from the date that either Customer or Company first send the applicable notice so that the parties can engage in this informal dispute-resolution process.

    2. 10.2 Mandatory Arbitration

      Except for any disputes exclusively related to the intellectual property or Intellectual Property Rights of Customer or Company, including any disputes in which Customer or Company seek injunctive or other equitable relief for the alleged unlawful use of Customer's or Company's intellectual property or other infringement of Customer's or Company's Intellectual Property Rights, all Disputes that are not resolved in accordance with Section 10.1 will be resolved by a neutral arbitrator through final and binding arbitration instead of in a court by a judge or jury. The arbitration shall be administered by the American Arbitration Association ("AAA"), https://www.adr.org pursuant to the then-current version of the AAA's Commercial Arbitration Rules and Mediation Procedures. The arbitrator will have the authority to grant any remedy or relief that would otherwise be available in court. The arbitration award may be confirmed and enforced in any court having jurisdiction. Unless Customer and Company agree otherwise, any decision or award will include a written statement stating the decision of each claim and the basis for any award, including the arbitrator's essential factual and legal findings and conclusions. The parties will cooperate to seek from the arbitrator protection for any confidential, proprietary, trade secret, or otherwise sensitive information, documents, testimony, and other materials that might be exchanged or the subject of discovery in the arbitration.

  11. 11. MISCELLANEOUS

    1. 11.1 Force Majeure

      Company shall not be liable to Customer for any failure to perform any of its obligations under the Agreement during any period in which such performance is delayed, hindered, or adversely affected as a result of circumstances beyond its reasonable control including fire, flood, war, pandemic, plague, epidemic, outbreaks of infectious disease, or any other public health crisis, including quarantine or other employee restrictions, act of authority whether lawful or unlawful, compliance with any law or governmental order, rule, regulation or direction, curfew restriction, embargo, strike, riot, civil unrest, or disputes with suppliers or vendors (each, a "Force Majeure"). Company will promptly provide Customer with written notice of the Force Majeure. Company will use commercially reasonable efforts to avoid or mitigate the effects of the Force Majeure and will resume performance of any suspended obligation as soon as reasonably practicable after termination of such Force Majeure. Company's time for performance will be excused for the duration of the Force Majeure.

    2. 11.2 Publicity

      Company may issue publicity or general marketing communications identifying Customer as a customer, including on its website and in its marketing materials. Customer hereby grants Company a non-exclusive, worldwide, royalty-free, revocable license to use Customer's name, logo, and other trademarks or service marks solely in connection with the foregoing. Customer must obtain Company's prior written approval prior to issuing any press releases, public statements, or marketing communications regarding Company or the Services.

    3. 11.3 Severability

      If any provision of the Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Agreement will otherwise remain in full force and effect and enforceable.

    4. 11.4 Assignment

      The Agreement is not assignable, transferable, or sublicensable by Customer except with Company's prior written consent. Company may transfer and assign any of its rights and obligations under the Agreement without consent.

    5. 11.5 Entire Agreement

      The Agreement is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of the Agreement. The Agreement will be deemed to be the product of both parties, and no ambiguity will be construed in favor of or against either party.

    6. 11.6 Interpretation

      The terms "e.g.," "such as," "include," "includes," and "including" are not limiting and are deemed to be followed by the words "without limitation." The terms "herein," "hereto," "hereunder" and terms of similar import refer to the Agreement in its entirety and not to any particular provision of the Agreement. Except where the context otherwise requires, wherever used, the word "or" is used in the inclusive sense. URLs are understood to also refer to successor URLs, URLs for localized content, and information or resources linked from within the websites at the specified URLs.

    7. 11.7 No Waiver

      All waivers and modifications must be in a writing signed by both parties, except as otherwise provided herein.

    8. 11.8 No Agency

      No agency, partnership, joint venture, or employment is created as a result of the Agreement and Customer does not have any authority of any kind to bind Company in any respect whatsoever.

    9. 11.9 Prevailing Party

      In any action or proceeding to enforce rights under the Agreement, the prevailing party will be entitled to recover costs and attorneys' fees from the non-prevailing party.

    10. 11.10 Notices

      All notices under the Agreement will be in writing and will be deemed to have been duly given when received if personally delivered; when receipt is electronically confirmed if transmitted by e-mail; the day after it is sent if sent for next day delivery by recognized overnight delivery service; and upon receipt if sent by certified or registered mail, return receipt requested.

    11. 11.11 Governing Law

      The Agreement shall be governed by the laws of the State of Texas without regard to its conflict of laws provisions. Subject to Section 10, any actions and proceedings not subject to mandatory arbitration under the Agreement shall be brought exclusively in the state or federal courts in Travis County, Texas.

Professional Services Agreement for Takeoff Services

This Professional Services Agreement for Takeoff Services ("PSA") applies to the professional services described in this PSA ("Professional Services") that ConstructAI Inc. ("Company") provides to you ("Customer") and is governed by the Construct AI Terms of Service, located at constructai.la/terms (the "Terms" and, together with this PSA, the "Agreement"). Capitalized terms used but not defined in this PSA will have the meaning set forth in the Terms.

BY AGREEING TO THE AGREEMENT, EXCEPT FOR (I) CERTAIN TYPES OF DISPUTES DESCRIBED IN SECTION 10.2 OF THE TERMS, OR (II) TO THE EXTENT PROHIBITED BY LAW, DISPUTES BETWEEN CUSTOMER AND COMPANY WILL BE RESOLVED SOLELY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS ARBITRATION, CLASS ACTION, ANY OTHER KIND OF REPRESENTATIVE PROCEEDING, OR BY JURY TRIAL. If Customer does not agree to the Agreement, Customer must not use the Professional Services.

  1. 1. Professional Services

    1. 1.1 Performance

      Company will provide to Customer the Professional Services and deliverables as follows: (a) in accordance with the terms of the Agreement; (b) using personnel of required skill, experience, and qualifications; and (c) in a timely, workmanlike, and professional manner. Subject to the Agreement, nothing in this PSA will prevent Customer from performing for itself or acquiring from other providers the same or similar services, nor prevent Company from providing the same or similar services to other customers. Company may subcontract the Professional Services. Any changes to the scope of Professional Services must be agreed by the parties in a mutually signed written amendment. All Professional Services and Deliverables are deemed part of the Services that Company provides to Customer under the Terms.

    2. 1.2 Specific Professional Services

      Company will provide the following Professional Services to Customer:

      1. Customer will submit a request for a quote from Company.
      2. Company will review the submission and provide a quote that contains an estimated delivery date and fixed cost for the job.
      3. Customer must pay for the order before Company will provide the Professional Services necessary to render the deliverable for Customer.
      4. Upon delivery, Customer has 48 hours to raise any concerns with the deliverables by emailing Company at customersupport@constructai.la and may request a refund in this 48-hour window if Customer is not satisfied with the deliverables.
      5. If Company identifies any mistakes or material errors in the blueprints it receives from Customer, Company will flag them and make an estimation using assumptions for the job. Any further estimations run by Customer will be charged separately, even if it is to correct a mistake or material error in a prior submission.

    3. 1.3 Deliverable Use

      Customer hereby grants to Company a worldwide, royalty-free, non-exclusive, non-transferable, sublicensable, license, under all of Customer's Intellectual Property Rights, to reproduce, distribute, create derivative works of, translate, broadcast, publicly perform, publicly display, and otherwise use the materials submitted by Customer to perform Company's obligations and exercise Company's rights under the Agreement. Subject to the terms and conditions of this PSA, Company grants to Customer a worldwide, royalty-free, non-exclusive, non-transferable, license, to reproduce, distribute, create derivative works of, and otherwise use the deliverables provided by Company to Customer under this PSA. Company does not grant any licenses to Customer to use Company Intellectual Property except as expressly provided under this Section 1.

    4. 1.4 Acceptance

      Customer will have 48 hours from its receipt of any deliverable to review and evaluate such deliverable to determine whether the deliverable meets the requirements specific to the particular deliverable as set forth in this PSA. If no written rejection is given to Company by Customer within the time period specified in the preceding sentence following Customer's receipt of any deliverable, such deliverable will be deemed accepted by Customer. If Customer does not accept such deliverable, Customer will provide Company with a detailed written description of the inaccuracies, inadequacies, inconsistencies, defects, deficiencies or other problems in the deliverable that led to the rejection and Customer will have the right to request a full refund of the fees paid for the deliverable (solely if the request is made within the 48-hour period). If Customer rejects any deliverables provided by Company, Customer must immediately cease use of the deliverables and delete all copies in Customer's control or possession.

  2. 2. Customer Obligations

    Customer will (a) provide Company with access to Customer's premises, systems, equipment, facilities, content, materials, and information as and to the extent may reasonably be required by Company for the purposes of performing the Professional Services; and (b) respond promptly to any Company request for information or approvals or to provide content that Company requires to perform the Professional Services. Customer acknowledges that Customer's timely provision of (and Company's access to) Customer facilities, equipment, assistance, cooperation, and complete and accurate information and data from Customer's officers, agents and employees (cooperation under (a) and (b) and timely provision described above, collectively, "Cooperation") is essential to the performance of the Professional Services, and that Company shall not be liable for any deficiency in performing the Professional Services if such deficiency results from Customer's failure to provide full Cooperation as required hereunder.

  3. 3. Fees

    In consideration of the provision of the Professional Services by Company, Customer will pay the fees as set forth in the quote or other document presented by Company prior to Company embarking on the Professional Services.