1
Agreement to These Terms
Indemnification
These Terms of Service (these “Terms”) are a binding agreement between CivCore Inc., a Delaware corporation with its principal place of business at 2261 Market Street STE 85261, San Francisco, CA 94114, United States (“CivCore,” “we,” “us,” or “our”), and the entity or person accessing or using the Services (“Customer,” “you,” or “your”). These Terms govern your access to and use of the CivCore platform, website, applications, and related services (collectively, the “Services”).
By clicking to accept these Terms, creating an account, or accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy. If you are accepting on behalf of a company or other legal entity, you represent that you have authority to bind that entity, and “Customer” refers to that entity. If you do not agree to these Terms, do not access or use the Services.
IMPORTANT: SECTION 8 CONTAINS MATERIAL DISCLAIMERS REGARDING AI-GENERATED OUTPUT. SECTIONS 14 AND 15 LIMIT OUR LIABILITY. SECTION 19 GOVERNS DISPUTE RESOLUTION.
2
Negotiated Agreements; Order of Precedence
If Customer and CivCore have executed a separate written agreement governing the Services (including a master services agreement, order form, or similar negotiated agreement) (a “Negotiated Agreement”), the Negotiated Agreement controls to the extent of any conflict with these Terms. In the absence of a Negotiated Agreement, these Terms are the complete agreement governing the Services. Terms contained in any Customer purchase order or similar Customer-issued document are void and have no effect.
3
The Services
CivCore provides an AI-enabled construction intelligence platform that assists architecture, engineering, and construction (“AEC”) firms in managing projects from pre-bid through post-delivery, including by analyzing Customer-provided documents and connected data sources to help identify risks, understand scope, collaborate, and execute workflows (the “Services”). The Services are delivered as a web application.
The Services are a productivity and decision-support tool for sophisticated business users. The Services do not provide, and are not a substitute for, professional engineering, architectural, legal, financial, or other professional advice or judgment.
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Eligibility; Accounts
The Services are intended solely for business use by entities and their authorized personnel. You must be at least 18 years old to use the Services. You are responsible for (a) all activity occurring under accounts issued to you or your personnel (“Users”), (b) maintaining the confidentiality of account credentials, and (c) ensuring your Users comply with these Terms. You will notify us promptly at support@civcore.com of any unauthorized use of an account.
You will provide accurate and complete registration information and keep it current. We may suspend accounts that we reasonably believe have been compromised or are being used in violation of these Terms.
5
Subscriptions, Fees, and Free Trials
5.1
Subscriptions and Fees. Access to the Services requires a paid subscription except during a free trial or evaluation period. Subscription tiers, fees, and billing periods are as set out in the applicable order form, invoice, or Negotiated Agreement between Customer and CivCore. Fees are invoiced and payable as stated in the applicable order form or invoice and, unless otherwise stated, are due within thirty (30) days of the invoice date. Except as expressly stated in these Terms or required by law, fees are non-refundable. CivCore does not currently collect payment information through the Services; payment is handled through invoicing and CivCore’s payment providers.
5.2
Renewal. Subscription terms and renewal are as stated in the applicable order form or Negotiated Agreement. Where a subscription renews automatically, CivCore will state the renewal terms clearly in the order form, and Customer may cancel as described in Section 5.4 before the renewal date to avoid the renewal charge. If CivCore later offers online purchasing with stored payment methods, CivCore will, before charging on an automatic-renewal or trial-conversion basis: present the price and charge date, obtain the purchaser’s affirmative consent to the renewal or conversion terms, and provide a cancellation method at least as easy as the method used to subscribe.
5.3
Free Trials. CivCore may offer free trials or evaluation periods. A free trial will not convert automatically into a paid subscription and no charge will be made unless Customer has affirmatively agreed to a paid subscription and its terms.
5.4
Cancellation. Customer may cancel a subscription effective at the end of the then-current billing or subscription period, unless the applicable order form states otherwise, by emailing support@civcore.com. If Customer subscribed through an online purchasing flow, Customer may also cancel online. Upon cancellation, Customer retains access through the end of the period already paid.
5.5
Taxes. Fees are exclusive of taxes. You are responsible for all applicable sales, use, VAT, GST, withholding, and similar taxes, other than taxes on our net income.
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Customer Data
6.1
Ownership. As between the parties, Customer owns all right, title, and interest in and to all documents, files, data, and other content that Customer or its Users upload to the Services or make available through connected data sources, including proposals, bids, RFPs, cost data, project documents, and personnel information (collectively, “Customer Data”). CivCore acquires no ownership rights in Customer Data under these Terms.
6.2
License to CivCore. Customer grants CivCore a limited, non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, display, and otherwise use Customer Data solely: (a) to provide, maintain, secure, and support the Services for Customer, including to debug, troubleshoot, respond to support requests, and test and improve the Services; (b) to comply with applicable law; and (c) as otherwise instructed or authorized by Customer in writing. CivCore personnel access Customer Data under clause (a) only on a need-to-know basis, and such access is controlled and logged. For clarity, this Section 6.2 does not permit use of Customer Data to train machine-learning models, which is governed exclusively by Section 6.3. This license includes transmitting Customer Data to the subprocessors identified in Section 10 (including large language model providers) solely as necessary to provide the Services.
6.3
De-Identified Data. Customer grants CivCore the right to create and use data derived from Customer Data that has been aggregated and de-identified such that it does not identify, and cannot reasonably be used to identify, re-identify, or be attributed to, Customer, any User, any individual, or any specific project, bid, or counterparty (“De-Identified Data”), solely to develop, improve, and benchmark the Services. CivCore will not (a) attempt to re-identify De-Identified Data, (b) disclose De-Identified Data in a form that could reasonably enable a third party to attribute it to Customer, or (c) use De-Identified Data to train artificial intelligence models except as expressly permitted by an applicable Negotiated Agreement or Customer’s written consent.
6.4
Customer Responsibilities. Customer represents and warrants that it has all rights, consents, and permissions necessary to provide Customer Data to CivCore and to authorize the processing described in these Terms, including any notices to or consents from individuals whose personal information is contained in Customer Data. Customer will not upload Customer Data that it lacks the right to provide or that violates applicable law or third-party rights.
6.5
Retention and Deletion. CivCore retains Customer Data for the duration of the subscription term. Following termination or expiration of Customer’s subscription, CivCore continues to store Customer Data in order to permit Customer to reactivate its account, unless and until Customer requests deletion. Upon Customer’s request at any time (including during the subscription term, for specific Customer Data), CivCore will delete the requested Customer Data within ninety (90) days of the request, except for: (a) De-Identified Data; (b) copies in routine backups, which are deleted in the ordinary backup cycle (not to exceed ninety (90) days after deletion from production systems); and (c) data CivCore is required by law to retain. CivCore may also delete Customer Data in its discretion at any time more than ninety (90) days after termination or expiration; Customer is responsible for exporting Customer Data it wishes to keep (see Section 17). Deletion requests may be sent to support@civcore.com.
7
Connected Data Sources and third-party Services
The Services allow Customer to connect third-party services and data sources such as SharePoint, Procore, and OneDrive (“Connected Services”). Customer’s use of Connected Services is governed by Customer’s agreements with those providers, and Customer authorizes CivCore to access and process data from Connected Services on Customer’s behalf within the scopes Customer grants. CivCore is not responsible for Connected Services, their availability, or their handling of Customer Data outside the Services. Disconnecting a Connected Service stops future synchronization but does not automatically delete previously synchronized Customer Data (see Section 6.5).
8
AI Features and Output - Important Disclaimers
8.1
Nature of AI Output. The Services use artificial intelligence, including large language models provided by third-party providers, to analyze Customer Data and generate summaries, risk assessments, scope analyses, and other content (“Output”). Output is generated by probabilistic systems and may be inaccurate, incomplete, or misleading, notwithstanding any citations to source documents. Citations to source documents assist verification but do not guarantee that the Output correctly reflects the cited materials.
8.2
Human Verification Required. OUTPUT IS PROVIDED AS A DECISION-SUPPORT RESOURCE ONLY. CUSTOMER MUST INDEPENDENTLY VERIFY ALL OUTPUT AGAINST SOURCE DOCUMENTS AND THROUGH QUALIFIED PERSONNEL BEFORE RELYING ON IT FOR ANY PURPOSE, INCLUDING PREPARING OR SUBMITTING BIDS, PROPOSALS, OR RFP RESPONSES; PRICING; SCHEDULING; RISK, SCOPE, OR SAFETY DETERMINATIONS; OR ANY OTHER BUSINESS, ENGINEERING, OR PROJECT DECISION. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL DECISIONS AND ACTIONS TAKEN IN RELIANCE ON OUTPUT, AND FOR ALL BIDS, SUBMISSIONS, AND DELIVERABLES CUSTOMER PREPARES USING THE SERVICES.
8.3
No Professional Advice. Output does not constitute engineering, architectural, construction-management, legal, accounting, or other professional advice, and no professional relationship is created by use of the Services. The Services are not a certified estimating, engineering, or code-compliance system.
8.4
Output Ownership. As between the parties and to the extent permitted by law, Customer owns the Output generated for Customer. Customer acknowledges that (a) Output may not be subject to intellectual property protection, (b) similar or identical output may be generated for other customers, and (c) Output does not include the underlying models, software, or systems of CivCore or its providers.
8.5
AI Providers. Output is generated using models and infrastructure provided by third-party providers, currently including Amazon Web Services (including Bedrock), Google Cloud, and OpenAI. Customer Data submitted for processing is transmitted to these providers as necessary to generate Output. These providers process such data under their enterprise/API terms; CivCore has configured its accounts so that these providers do not use Customer Data to train their models, and such providers may temporarily retain data (for example, for abuse monitoring) in accordance with their standard API terms. The current list of providers is maintained in the Subprocessor List described in Section 10.
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CivCore Intellectual Property; Feedback
CivCore and its licensors own all right, title, and interest in and to the Services, including all software, models, interfaces, designs, documentation, and all improvements and derivatives, and all intellectual property rights therein. Except for the limited right to access and use the Services during the subscription term in accordance with these Terms, no rights are granted to Customer. CivCore’s trademarks and branding may not be used without prior written consent.
If Customer or its Users provide suggestions, ideas, or other feedback regarding the Services (“Feedback”), CivCore may use the Feedback without restriction or obligation, provided that CivCore will not identify Customer as the source without consent and Feedback excludes Customer Data.
10
Privacy; Data Processing; Subprocessors
CivCore’s collection and use of personal information relating to accounts and use of the Services is described in the CivCore Privacy Policy at civcore.com/legal/privacy. Where CivCore processes personal information contained in Customer Data on Customer’s behalf, the CivCore Data Processing Addendum at security.civcore.com (the “DPA”) is incorporated into these Terms and applies to such processing.
Customer authorizes CivCore to engage subprocessors to provide the Services, including hosting, infrastructure, and AI model providers. The current subprocessor list is available at security.civcore.com and includes, as of the Last Updated date: Amazon Web Services, Google Cloud Platform, OpenAI, Datalab (document parsing), Temporal, Upstash, Railway, and Supabase. Analytics and error-monitoring vendors (PostHog, Sentry) process usage and diagnostic telemetry but do not receive Customer document content. CivCore will update the list before adding subprocessors that process Customer Data and, where the DPA applies, provide the notice and objection rights described in the DPA. The Services are hosted in the United States.
11
Acceptable Use
Customer and its Users will not:
use the Services in violation of applicable law or third-party rights, or upload unlawful, infringing, or malicious content;
reverse engineer, decompile, or attempt to extract source code, models, or training data from the Services, except to the extent such restriction is prohibited by law;
access the Services to build a competing product, or copy features, functions, or user interface elements for that purpose;
resell, sublicense, or provide the Services to third parties except to Users as permitted by these Terms;
circumvent usage limits, security controls, or authentication measures, or probe or test the vulnerability of the Services without written authorization;
use automated means to scrape or extract data from the Services other than through functionality we provide;
use the Services to develop, train, or improve any machine-learning model, or submit Output to any third-party AI system for training purposes; or
interfere with or disrupt the integrity or performance of the Services.
We may suspend access immediately for a violation of this Section that threatens the security or integrity of the Services or other customers, with notice and an opportunity to cure where practicable.
12
Confidentiality
“Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or that reasonably should be understood to be confidential given its nature and the circumstances, including Customer Data (Customer’s Confidential Information) and the Services’ non-public features, security information, and pricing (CivCore’s Confidential Information). The receiving party will (a) use Confidential Information only to perform under these Terms, (b) protect it with at least reasonable care, and (c) not disclose it except to employees, advisors, and subprocessors bound by confidentiality obligations at least as protective. These obligations do not apply to information that is or becomes public without breach, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information as required by law with prompt notice to the other party where legally permitted. These obligations survive for 5 years after termination; obligations as to Customer Data and trade secrets survive as long as the information remains confidential or a trade secret.
13
Security
CivCore maintains administrative, technical, and organizational safeguards designed to protect Customer Data, as further described in the DPA and at CivCore’s trust center, security.civcore.com, including encryption of Customer Data in transit and at rest and multi-factor authentication for production access. CivCore’s SOC 2 Type II examination is in progress, and CivCore will make available summary security information reasonably requested by Customer. In the event of a confirmed breach of security leading to unauthorized access to Customer Data, CivCore will notify Customer without undue delay consistent with applicable law and the DPA.
14
Warranties; Disclaimers
Each party represents that it has the authority to enter into these Terms. CivCore warrants that it will provide the Services with reasonable skill and care.
EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICES AND ALL OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, CIVCORE AND ITS LICENSORS AND PROVIDERS DISCLAIM ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION. WITHOUT LIMITING THE FOREGOING, CIVCORE DOES NOT WARRANT THAT OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PROJECT, BID, OR DECISION.
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Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: (A) NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES (INCLUDING LOST BIDS OR AWARDS), OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (B) EACH PARTY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER TO CIVCORE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO LIABILITY.
THE FOREGOING LIMITATIONS DO NOT APPLY TO: (i) CUSTOMER’S PAYMENT OBLIGATIONS; (ii) A PARTY’S BREACH OF SECTION 12 (CONFIDENTIALITY); (iii) A PARTY’S INDEMNIFICATION OBLIGATIONS UNDER SECTION 16; (iv) CUSTOMER’S VIOLATION OF SECTION 11 (ACCEPTABLE USE); OR (v) LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW, INCLUDING FOR FRAUD, GROSS NEGLIGENCE, OR WILLFUL MISCONDUCT.
16
Indemnification
16.1
By CivCore. CivCore will defend Customer against third-party claims alleging that the Services (excluding Customer Data, Connected Services, and Output to the extent the claim arises from Customer Data) infringe a U.S. patent, copyright, or trademark, or misappropriate a trade secret, and will indemnify Customer against damages and costs finally awarded or agreed in settlement. If the Services are subject to such a claim, CivCore may procure the right to continue providing them, modify them to be non-infringing, or terminate the affected Services and refund prepaid unused fees. This Section states CivCore’s entire liability for infringement claims. CivCore has no obligation for claims arising from combinations with items not provided by CivCore, modifications not made by CivCore, or use in violation of these Terms.
16.2
By Customer. Customer will defend CivCore against third-party claims arising from (a) Customer Data, including claims that Customer Data infringes or misappropriates third-party rights or was provided without necessary rights or consents, (b) Customer’s bids, proposals, submissions, or other deliverables prepared using the Services, or (c) Customer’s use of the Services in violation of these Terms or applicable law, and will indemnify CivCore against damages and costs finally awarded or agreed in settlement.
16.3
Procedure. The indemnified party must promptly notify the indemnifying party of the claim (failure excuses obligations only to the extent of prejudice), give sole control of the defense and settlement (provided any settlement imposing obligations on the indemnified party requires its consent), and provide reasonable cooperation at the indemnifying party’s expense.
17
Term; Suspension; Termination
These Terms apply from Customer’s first acceptance and continue while Customer has an active subscription or otherwise uses the Services. Either party may terminate for material breach not cured within 30 days of written notice, or immediately if the other party becomes insolvent. CivCore may suspend the Services for non-payment 15+ days past due (with notice), for security threats, or as required by law. Upon termination: Customer’s access ends; Customer remains responsible for fees accrued; and Sections 6.3, 6.5, 8, 9, 12, 14, 15, 16, 19, and 20 survive. Upon request made within ninety (90) days after termination, CivCore will make Customer Data available for export in a commonly used format; thereafter, retention and deletion are governed by Section 6.5.
18
Changes to the Services and These Terms
We may modify the Services, provided we will not materially reduce the core functionality of a paid subscription during its then-current term. We may update these Terms from time to time. For material changes, we will provide at least 30 days’ notice by email or in-product notice, and the changes will take effect on the start of Customer’s next renewal term or the stated effective date, whichever is later. If Customer objects to a material change, Customer may terminate and receive a pro-rata refund of prepaid fees for the terminated period. Continued use after the effective date constitutes acceptance.
19
Governing Law; Dispute Resolution
These Terms are governed by the laws of the State of California, excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
Before filing any claim, a party will provide written notice of the dispute and the parties will attempt in good faith to resolve it within sixty (60) days. Any dispute not resolved informally will be finally resolved by binding arbitration administered by JAMS in San Francisco, California, under its Comprehensive Arbitration Rules, before a single arbitrator, except that either party may seek injunctive or equitable relief in court for infringement or misuse of intellectual property or Confidential Information. Judgment on the award may be entered in any court of competent jurisdiction. ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS; CLASS AND REPRESENTATIVE ACTIONS AND JURY TRIALS ARE WAIVED TO THE EXTENT PERMITTED BY LAW.
General
Export and Sanctions. Customer will comply with U.S. export control and sanctions laws and represents it is not located in an embargoed jurisdiction or on any restricted-party list.
Force Majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, except payment obligations.
Assignment. Neither party may assign these Terms without the other’s consent, except to an affiliate or in connection with a merger, acquisition, or sale of substantially all assets, with notice.
Notices. Legal notices to CivCore must be sent to CivCore Inc., 2261 Market Street STE 85261, San Francisco, CA 94114, with a copy to support@civcore.com. Notices to Customer may be sent to the account email.
Entire Agreement; Severability; Waiver. These Terms (with the Privacy Policy, DPA, and any Negotiated Agreement) are the entire agreement regarding the Services and supersede prior discussions. If a provision is unenforceable, it will be modified to the minimum extent necessary and the remainder enforced. Failure to enforce a provision is not a waiver.
Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors. There are no third-party beneficiaries to these Terms.
Publicity. CivCore may identify Customer by name and logo as a customer of the Services in customer lists and marketing materials, unless Customer opts out by written notice to support@civcore.com, in which case CivCore will cease new uses within a reasonable period.
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Contact
CivCore Inc.
2261 Market Street STE 85261, San Francisco, CA 94114, United States
support@civcore.com