1
Agreement to These Terms
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.
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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, 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.
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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 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 all activity occurring under accounts issued to you or your personnel (“Users”), maintaining the confidentiality of account credentials, and 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 set out in the applicable order form, invoice, or Negotiated Agreement. Fees are invoiced and payable as stated in the applicable order form or invoice. 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 and Customer may cancel before the renewal date to avoid the renewal charge.
5.3
Free Trials. 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 current billing or subscription period by emailing support@civcore.com. Upon cancellation, Customer retains access through the end of the period already paid.
5.5
Taxes. Fees are exclusive of taxes. Customer is responsible for applicable sales, use, VAT, GST, withholding, and similar taxes, other than taxes on CivCore’s net income.
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Customer Data
6.1
Ownership. As between the parties, Customer owns all right, title, and interest in documents, files, data, and other content uploaded to the Services or made available through connected data sources, including proposals, bids, RFPs, cost data, project documents, and personnel information (“Customer Data”). CivCore acquires no ownership rights in Customer Data.
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 to provide, maintain, secure, and support the Services, comply with applicable law, and follow Customer’s written instructions. CivCore personnel access Customer Data on a need-to-know basis, and access is controlled and logged. This license does not permit use of Customer Data to train machine-learning models.
6.3
De-Identified Data. CivCore may create and use aggregated and de-identified data that cannot reasonably be used to identify Customer, any User, individual, project, bid, or counterparty, solely to develop, improve, and benchmark the Services. CivCore will not attempt to re-identify or disclose such data in an attributable form.
6.4
Customer Responsibilities. Customer represents that it has all rights, consents, and permissions necessary to provide Customer Data and authorize the processing described in these Terms.
6.5
Retention and Deletion. CivCore retains Customer Data during the subscription term and afterward to permit reactivation unless Customer requests deletion. Upon request, CivCore will delete requested Customer Data within ninety (90) days, subject to de-identified data, routine backups, and data required by law to be retained. Deletion requests may be sent to support@civcore.com.
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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.
8
AI Features and Output — Important Disclaimers
8.1
Nature of AI Output. The Services use artificial intelligence, including third-party large language models, 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 citations to source documents.
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 bids, proposals, pricing, scheduling, risk, scope, safety, engineering, or project decisions. Customer is solely responsible for decisions and actions taken in reliance on Output.
8.3
No Professional Advice. Output does not constitute engineering, architectural, construction-management, legal, accounting, or other professional advice.
8.4
Output Ownership. As between the parties and to the extent permitted by law, Customer owns the Output generated for Customer, but Output may not be protected by intellectual property law and similar Output may be generated for others.
8.5
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.
9
CivCore Intellectual Property; Feedback
CivCore and its licensors own all right, title, and interest in and to the Services, including software, models, interfaces, designs, documentation, improvements, 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 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 civcore.com/legal/dpa is incorporated into these Terms and applies to such processing. Customer authorizes CivCore to engage subprocessors to provide the Services, including hosting, infrastructure, AI model providers, document parsing, analytics, and diagnostics. The current subprocessor list is available at civcore.com/legal/subprocessors. Analytics and error-monitoring vendors process usage and diagnostic telemetry but do not receive Customer document content. The Services are hosted in the United States.
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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 except where prohibited by law; access the Services to build a competing product or copy features, functions, or interfaces for that purpose; resell, sublicense, or provide the Services to third parties except as permitted by these Terms; circumvent usage limits, security controls, or authentication measures; use automated means to scrape or extract data other than through functionality we provide; use the Services to develop, train, or improve any machine-learning model or submit Output to a third-party AI system for training; or interfere with the integrity or performance of the Services. We may suspend access immediately for a violation that threatens the security or integrity of the Services or other customers, with notice and an opportunity to cure where practicable.
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Confidentiality
“Confidential Information” means non-public information disclosed by one party to the other that is designated confidential or should reasonably be understood to be confidential given its nature and the circumstances, including Customer Data and the Services’ non-public features, security information, and pricing. The receiving party will use Confidential Information only to perform under these Terms, protect it with at least reasonable care, and not disclose it except to employees, advisors, and subprocessors bound by protective confidentiality obligations. These obligations do not apply to information that is public without breach, was known without restriction, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information as required by law with prompt notice where legally permitted. These obligations survive for five years after termination; obligations as to Customer Data and trade secrets survive while 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. CIVCORE DOES NOT WARRANT THAT OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, OR SUITABLE FOR ANY PARTICULAR PROJECT, BID, OR DECISION.
15
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY LAW: NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS OPPORTUNITIES, OR LOSS OF DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND 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. These limitations do not apply to Customer’s payment obligations, a party’s breach of confidentiality, indemnification obligations, Customer’s violation of acceptable use, or liability that cannot be limited under applicable law, including 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.
16.2
By Customer. Customer will defend CivCore against third-party claims arising from Customer Data, Customer’s bids, proposals, submissions, or deliverables prepared using the Services, or 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, give control of the defense and settlement subject to consent for imposed obligations, 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 more than 15 days past due, security threats, or as required by law. Upon termination, Customer’s access ends, Customer remains responsible for fees accrued, and the provisions identified in these Terms 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, 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. ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS; CLASS AND REPRESENTATIVE ACTIONS AND JURY TRIALS ARE WAIVED TO THE EXTENT PERMITTED BY LAW.
20
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 a 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. 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. Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors and there are no third-party beneficiaries. Publicity. CivCore may identify Customer by name and logo as a customer unless Customer opts out by written notice to support@civcore.com.
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Contact
CivCore Inc. 2261 Market Street STE 85261, San Francisco, CA 94114, United States. support@civcore.com.