Terms of Service

These Terms of Service (the "Terms") form a binding agreement between you and SP4N, Inc. ("SP4N", "we", "us", "our") and govern your use of the SP4N website, web application, APIs, integrations, engine outputs, and related services (collectively, the "Service"). By creating an account, clicking "I agree", signing an order form that references these Terms, or otherwise accessing the Service, you accept these Terms on your own behalf and on behalf of the legal entity you represent (the "Customer"). You represent that you have the authority to bind that entity. If you do not have that authority, or you do not agree, you must not use the Service.

If you have entered into a separately signed Master Services Agreement, order form, or enterprise agreement with SP4N, Inc. that expressly supersedes these Terms in a conflict, that document controls to the extent of the conflict.

Privacy. Our Privacy Policy describes how we handle personal data and is incorporated into these Terms by reference. Our Data Processing Agreement applies when we process personal data on Customer's behalf.

Eligibility. The Service is intended for use by construction-industry businesses and professionals. You must be at least 18 years old and competent to enter a binding contract. You may not use the Service if you are a competitor seeking to copy features or extract benchmarking data, or if you are barred from doing business with US persons under applicable sanctions or export-control laws.

Accounts. You must provide accurate registration information and keep it current. You are responsible for everything that happens under your account, including the acts of your named users. You must keep credentials confidential and notify SP4N promptly if you suspect unauthorized access. We may suspend an account that we have a reasonable basis to believe is compromised.

Workspace administration. Customer's administrator can invite, remove, and reassign user seats within a workspace. The administrator is responsible for the actions of users in the workspace, for assigning roles appropriate to each user's job, and for ensuring that each user agrees to these Terms before they access the Service.

Subject to Customer's compliance with these Terms and payment of fees, SP4N grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the subscription term for Customer's internal business purposes.

SP4N may modify the Service from time to time - adding features, retiring or replacing features, changing the user interface, adjusting integration capabilities - provided that we will not materially reduce the core functionality Customer has paid for during a paid term without offering a pro-rata refund of unused fees if Customer chooses to terminate as a result.

Beta features. Features labeled "beta", "preview", "experimental", or similar are provided as is, may change or be withdrawn at any time, and are not subject to any service-level commitment. Use of a beta feature is at Customer's own risk.

Customer owns Customer Content. "Customer Content" means all data, files, schedules, drawings, RFIs, contracts, vendor lists, cost reports, configurations, and other materials Customer or its users upload to or generate within the Service, together with the engine outputs SP4N produces from that content on Customer's behalf. As between the parties, Customer retains all right, title, and interest in and to Customer Content, including all intellectual property rights.

License to operate the Service. Customer grants SP4N a worldwide, royalty-free, non-exclusive license to host, copy, transmit, display, transform, and process Customer Content solely to (a) provide and improve the Service, (b) prevent and address technical or security issues, (c) comply with applicable law, and (d) enforce these Terms. This license terminates when Customer Content is deleted from the Service, except for backups retained for the period stated in our Privacy Policy.

Model and product improvement. SP4N may use de-identified, aggregated operational telemetry - such as finding acceptance rates, parser success rates, latency, error categories, and feature usage - to improve product heuristics, extraction logic, scoring systems, and model-evaluation workflows. SP4N does not use Customer Content, workspace-specific engine outputs, or personal information to train foundation models, and it does not share one customer's documents or project content across another customer's workspace. SP4N sends Customer Content to its LLM inference provider only to generate Customer-specific outputs and has configured that provider account such that Customer Content is not used by the provider to train any model.

Aggregated, deidentified data. SP4N may use aggregated, deidentified information derived from operation of the Service (e.g. engine usage volume, aggregate feature adoption, or average analyzed schedule size) for product analytics, benchmarking, capacity planning, marketing, and improvement of non-LLM Service components. Such aggregated information does not identify Customer, its users, projects, vendors, or counterparties, and is not reverse-engineerable back to Customer Content.

Customer warranties. Customer represents and warrants that (i) it has all rights necessary to upload Customer Content to the Service and to grant the license above, (ii) Customer Content does not infringe or misappropriate any third-party right, (iii) Customer Content does not contain material that violates applicable law, and (iv) Customer has obtained any consents required to disclose personal data of named individuals contained in Customer Content.

Feedback. If Customer or a user provides SP4N suggestions, feedback, or ideas about the Service, Customer grants SP4N a perpetual, irrevocable, royalty-free license to use that feedback for any purpose, with no obligation to compensate or credit the contributor.

SP4N, the Service, the engine, the user interface, the documentation, the underlying source code and models, and all trademarks, service marks, logos, and trade dress are owned by SP4N or its licensors and are protected by US and international intellectual-property laws. Except for the limited rights granted in Section 3, these Terms do not grant Customer any right, title, or interest in or to any of those materials.

Third-party components. The Service incorporates third-party software, models, infrastructure, payment services, and public reference data. Customer's use of those components is subject to the applicable third-party terms, which we will identify through legal/procurement review on request.

Customer and its users will not, and will not permit any third party to:

• use the Service in violation of any law, regulation, or third-party right (including export-control, sanctions, anti-bribery, data-protection, and labor laws);
• upload content that is unlawful, infringing, defamatory, obscene, harassing, fraudulent, malicious, or harmful, or that contains malware, exploits, or surveillance code;
• circumvent or attempt to circumvent any usage limit, rate limit, plan-tier cap, billing meter, security control, authentication mechanism, or access control;
• reverse engineer, decompile, disassemble, scrape, crawl, or otherwise attempt to derive source code, models, weights, training data, prompts, or trade secrets from the Service, except to the extent applicable law expressly permits and that right cannot be waived;
• use the Service or engine outputs to develop a competing product or service, to benchmark against a competing product or service, or to train any third-party model;
• resell, sublicense, rent, lease, time-share, or otherwise provide the Service to a third party who has not signed up for the Service on their own;
• interfere with or disrupt the integrity, security, or performance of the Service, or attempt to gain unauthorized access to any system or data;
• use the Service to send unsolicited communications (spam), conduct phishing or social-engineering attacks, or operate a command-and-control infrastructure;
• upload special categories of personal data (health records, biometric identifiers, genetic data, precise geolocation of named individuals, government identifiers, payment-card numbers outside the hosted payment flow, or content covered by HIPAA, GLBA, FERPA, COPPA, or PCI-DSS) without first obtaining SP4N's written acknowledgement that the Service may be used for that purpose;
• use the Service to make consequential decisions about individuals (e.g. employment, credit, housing, or other regulated eligibility decisions) on the basis of engine outputs without independent professional review;
• attempt to extract personal data of other Customers or to identify other Customers from aggregated or deidentified data.

SP4N may suspend access immediately, without notice, if it reasonably believes Customer or a user is violating this Section 6 in a way that creates a material risk to the Service, to SP4N, or to a third party. We will tell Customer the basis for the suspension as soon as it is safe to do so.

Plans. The Service is offered on three subscription tiers, each with its own feature set, usage caps, and price:

• Starter - US $7,500 per month, or US $75,000 billed annually.
• Professional - US $15,000 per month, or US $150,000 billed annually.
• Enterprise - custom pricing per signed order form.

Plan features, included usage, and listed prices are published on our pricing page and may be updated for new subscriptions. Any usage-based overage or custom enterprise charge must be stated in the applicable order form before it applies. Changes to fees applicable to an existing paid term take effect at the next renewal and Customer will be notified at least 30 days before that renewal.

Payment. Fees are quoted in US dollars and billed in advance through our payment processor. The first month's fee (or annual fee, if Customer has chosen annual billing) is charged at checkout; subsequent renewals are billed on the same calendar day each month or each year. Customer authorizes SP4N and its payment processor to charge the payment method on file for all amounts owed, including renewals, overage, taxes, and recovery of any reversed charges.

Taxes. Fees are exclusive of taxes. Customer is responsible for all sales, use, value-added, gross-receipts, or similar taxes other than taxes on SP4N's net income. If Customer is exempt from a tax, Customer must provide a valid exemption certificate.

Failed payments. If a charge fails, the subscription enters a 14-day dunning window during which SP4N retries the charge automatically. Past-due notices appear on the dashboard and are emailed to the billing contact. Access is suspended only after the final retry fails. Customer must remain current to use the Service.

Disputes. Customer must dispute any invoice in writing within 30 days of the invoice date; otherwise the invoice is final. Unpaid amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law.

Term. The subscription term begins on the date Customer first activates a paid plan and continues for the period stated in the plan (monthly or annual), automatically renewing for successive periods of the same length unless cancelled.

30-day cancellation notice. To stop a renewal, Customer must request cancellation at least 30 days before the next renewal date. If Customer cancels inside the 30-day notice window, Customer will be billed for the upcoming billing period and access will end at the close of that period - effectively a 30-day notice tail. If Customer cancels before the 30-day window opens, the subscription ends at the close of the current billing period and Customer is not billed again. Cancellations can be requested any time from Settings → Billing → Cancel in the dashboard. The cancellation date and which policy applied are shown immediately and confirmed by email. Customer may reactivate a pending cancellation any time before access ends - no penalty, no re-onboarding.

Refunds. Refunds are not issued for partial periods, accidental renewals where cancellation was requested after the renewal posted, or in lieu of the 30-day notice tail. Payment processing fees on refunded charges are non-recoverable. SP4N may, at its sole discretion, issue a refund or credit in cases of demonstrated billing error.

Termination for cause. Either party may terminate immediately on written notice if the other party materially breaches the Terms and fails to cure within 30 days of receiving notice of the breach (10 days for breach of payment obligations, no cure period for breach of Section 6 (Acceptable Use), Section 10 (Confidentiality), or for misuse of intellectual property).

Termination for insolvency. Either party may terminate immediately if the other becomes insolvent, files for bankruptcy, makes an assignment for the benefit of creditors, or has a receiver or trustee appointed for substantially all of its assets.

Effect of termination. Upon termination, (a) Customer's right to access the Service ends, (b) Customer may export Customer Content via the data-export API for 30 days, (c) after that, Customer Content is irreversibly deleted from production systems within 60 days and from encrypted backups within an additional 90 days, and (d) Customer remains liable for all fees accrued before the termination effective date.

Survival. Sections that by their nature should survive - including Sections 4 (Customer Content), 5 (IP), 6 (Acceptable Use), 7 (Fees), 9 (AI Advisory Disclosure), 10 (Confidentiality), 11 (Warranty Disclaimer), 12 (Indemnity), 13 (Limitation of Liability), 15 (Dispute Resolution), and 16 (General) - survive termination.

SP4N engine outputs are advisory only. All analyses, findings, recommendations, forecasts, schedule-risk flags, cost-optimization suggestions, delay forecasts, vendor-risk scores, portfolio insights, weather-impact assessments, and contract-verification flags produced by the SP4N engine are generated using large-language-model reasoning over the data Customer provides and curated industry context. They do not constitute, and must not be treated as, professional engineering, scheduling, construction-management, financial, accounting, legal, or other regulated advice.

Review by qualified licensed professionals is required. Before acting on any SP4N output, Customer must independently review the recommendation with a licensed Professional Engineer (PE), Registered Architect (RA), Certified Construction Manager (CCM), licensed contractor, attorney, accountant, or other qualified domain expert appropriate to the decision being made. SP4N's confidence indicators (low/medium/high, calibrated probability intervals, value ranges) reflect the engine's internal assessment of evidence quality; they are not a guarantee of accuracy, outcome, or fitness for any particular project.

Customer retains full responsibility for project decisions. Construction project decisions - including scheduling, procurement, vendor selection, change orders, claims posture, contract execution, scope determinations, and safety calls - remain solely Customer's responsibility. Reliance on SP4N outputs does not transfer that responsibility to SP4N, its operators, or its contributors, and does not create a professional-services relationship.

The engine can be wrong. LLM outputs can be miscalibrated, can hallucinate references, can misinterpret data, can reflect biases in their training, and can produce different outputs from substantially similar inputs. Customer agrees to validate every output before relying on it, and accepts that no automated system - SP4N included - substitutes for human professional judgment.

By using the Service, Customer acknowledges that it has read and understood this disclosure, that it will treat engine outputs as advisory inputs to a professional review process, and that it assumes the risk of relying on any SP4N output without such review.

Each party may receive non-public information of the other ("Confidential Information"), including, in SP4N's case, the non-public features of the Service, pricing, internal documentation, and security architecture, and, in Customer's case, Customer Content and business operations data. Each party will (a) protect the other's Confidential Information with at least the degree of care it uses for its own confidential information of a similar nature, and in no event less than a reasonable degree of care, (b) use Confidential Information only to perform under these Terms, and (c) limit access to personnel with a need to know who are bound by written confidentiality obligations no less protective than these Terms.

Exclusions. Confidential Information does not include information that is or becomes public other than through breach of these Terms, was lawfully known before disclosure, is independently developed without use of Confidential Information, or is rightfully received from a third party without restriction. A party may disclose Confidential Information when compelled by law, on reasonable advance notice to the other party where legally permitted and at the other party's reasonable cost in narrowing or contesting the request.

Mutual. Each party warrants that it has the authority to enter these Terms and that it will comply with the laws applicable to its performance.

Service. SP4N warrants that, during a paid term, it will provide the Service with reasonable skill and care substantially in accordance with the documentation. Customer's exclusive remedy for breach of this warranty is, at SP4N's option, to (a) re-perform the deficient services or (b) terminate the affected subscription and receive a pro-rata refund of pre-paid, unused fees for the affected portion of the term.

Service-level commitment. SP4N targets a monthly uptime of 99.5% for the production web application, measured on a rolling 30-day basis, excluding scheduled maintenance announced at least 48 hours in advance and force-majeure events. If monthly uptime falls below 99.5%, Customer may request a service credit equal to 5% of that month's subscription fee, and 10% if uptime falls below 99.0%. Service credits are Customer's sole and exclusive remedy for unavailability and may not exceed 30% of a month's fee. Requests must be submitted within 30 days of the end of the affected month.

DISCLAIMER. EXCEPT FOR THE EXPRESS WARRANTIES IN THIS SECTION 11, THE SERVICE AND ENGINE OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE", AND SP4N DISCLAIMS ALL OTHER WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, RELIABILITY, AND UNINTERRUPTED OPERATION. SP4N DOES NOT WARRANT THAT ENGINE OUTPUTS ARE ACCURATE, COMPLETE, FREE OF HALLUCINATION, OR SUITABLE FOR ANY PARTICULAR DECISION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, IN WHICH CASE THE FOREGOING EXCLUSIONS APPLY TO THE GREATEST EXTENT PERMITTED.

By SP4N. SP4N will defend Customer against any third-party claim alleging that the Service, when used as authorized, infringes a patent, copyright, trademark, or trade secret of that third party, and will indemnify Customer for amounts finally awarded against Customer (or paid in settlement approved by SP4N) directly resulting from that claim. SP4N's obligation does not apply to the extent the claim arises from (a) Customer Content, (b) modifications to the Service not made by SP4N, (c) combination of the Service with materials not supplied by SP4N, or (d) use of the Service in violation of these Terms or applicable law. If a claim under this section is brought or appears likely, SP4N may, at its option, (i) procure for Customer the right to continue using the Service, (ii) modify the Service to be non-infringing while preserving substantial functionality, or (iii) terminate the affected subscription and refund pre-paid, unused fees. THIS SECTION 12 STATES SP4N'S SOLE LIABILITY AND CUSTOMER'S EXCLUSIVE REMEDY FOR INFRINGEMENT.

By Customer. Customer will defend SP4N, its officers, directors, employees, and agents against any third-party claim arising out of (a) Customer Content, including any claim that Customer Content infringes a third-party right or violates applicable law, (b) Customer's or any user's breach of these Terms or violation of applicable law, (c) Customer's use of engine outputs without the professional review required by Section 9, (d) any actual or alleged personal-injury, property-damage, or construction-related loss attributable to Customer's project decisions, and (e) Customer's failure to obtain consents required to upload personal data, and will indemnify SP4N for amounts finally awarded (or paid in settlement approved by Customer) directly resulting from that claim.

Exclusion of indirect damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS OPPORTUNITY, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE FEES CUSTOMER PAID TO SP4N FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

Construction-related losses. Without limiting the foregoing, SP4N is not liable for project delays, cost overruns, contract disputes, vendor non-performance, safety incidents, regulatory findings, claims by sub-contractors or owners, or other construction-related losses that may occur despite, or partially as a result of, Customer's use of the Service or engine outputs. Customer's project decisions are Customer's responsibility (see Section 9).

Carve-outs. The exclusion of indirect damages above does not apply to a party's indemnification obligations under Section 12. The 12-month aggregate cap above does not apply to (a) a party's indemnification obligations under Section 12, (b) Customer's payment obligations under Section 7, or (c) liability that cannot be limited or excluded under applicable law; for (d) breach by either party of its confidentiality obligations under Section 10 and (e) Customer's breach of Section 6 (Acceptable Use), the aggregate cap is two (2) times the 12-month figure rather than unlimited.

Allocation of risk. The parties acknowledge that the prices for the Service reflect the allocation of risk set out in these Terms and that, but for these limitations, SP4N would not be able to provide the Service at the stated price.

Suspension. SP4N may suspend access to all or part of the Service if (a) Customer's account is past due, (b) SP4N reasonably believes Customer or a user is violating these Terms in a way that creates a material risk to the Service or to a third party, (c) SP4N is required to do so by law or by a binding instruction from a governmental authority, or (d) a security incident requires us to do so. SP4N will give Customer prompt notice of any suspension that lasts more than 24 hours, unless prohibited from doing so.

Discontinuation. SP4N may discontinue a feature on at least 60 days' notice, and may discontinue the Service entirely on at least 120 days' notice, in each case refunding pre-paid, unused fees pro-rata for the discontinued portion of the paid term.

Governing law and venue. These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The parties consent to the exclusive jurisdiction of the state and federal courts located in Wilmington, Delaware for any matter not subject to arbitration under this Section 15.

Informal resolution. Before filing arbitration or a lawsuit, the parties will try in good faith to resolve any dispute by negotiation, beginning when one party sends the other a written description of the dispute and proposed resolution. The negotiation period is 30 days from the date of that notice.

Binding arbitration. Any dispute that is not resolved through informal negotiation will be finally resolved by binding arbitration administered by JAMS under its Comprehensive Arbitration Rules and Procedures then in effect, before a single arbitrator. The arbitration will take place in Wilmington, Delaware (or remotely by agreement). The arbitrator's decision is final and may be entered as a judgment in any court of competent jurisdiction.

Carve-outs. Notwithstanding the arbitration agreement, either party may (a) bring an individual action in small-claims court for a claim within that court's jurisdiction, (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent or stop unauthorized use of, or infringement of intellectual property in, the Service or Customer Content, and (c) bring an action to compel arbitration or enforce an arbitration award.

Class-action waiver. THE PARTIES AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF THIS CLASS-ACTION WAIVER IS FOUND UNENFORCEABLE, THEN THE ENTIRETY OF THE ARBITRATION AGREEMENT IS NULL AND VOID, BUT THE REMAINDER OF THESE TERMS REMAINS IN EFFECT.

30-day right to opt out of arbitration. Customer may opt out of the arbitration agreement and class-action waiver by submitting a request through the contact form with the subject "Arbitration Opt-Out" within 30 days of first accepting these Terms, or within 30 days of the effective date of any material amendment to this Section 15. Opting out does not affect any other provision of these Terms.

Entire agreement; order of precedence. These Terms, the Privacy Policy, the DPA (when executed or accepted), and any order form signed by both parties, constitute the entire agreement between Customer and SP4N, Inc. regarding the Service and supersede all prior or contemporaneous understandings. In a conflict, the order of precedence is: (1) signed order form, (2) DPA, (3) these Terms, (4) Privacy Policy.

Updates to these Terms. SP4N may update these Terms from time to time. Material changes will be announced by in-product banner and / or email to the administrator on file at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance. If Customer does not agree to an update, Customer may terminate by cancelling the subscription before the effective date. The 30-day notice does not apply to the initial publication of these Terms (version 2026-05-12), which is effective on the date posted.

Notices. Notices to SP4N, Inc. must be submitted through the contact form. Notices to Customer may be sent to the email address on file for the workspace administrator. Notices are effective on receipt.

Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign without consent to a successor in a merger, acquisition, or sale of substantially all of its assets. Any prohibited assignment is void.

Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.

No third-party beneficiaries. These Terms do not confer any rights on any person or entity other than the parties.

Force majeure. Neither party is liable for failure or delay in performance to the extent caused by an event beyond its reasonable control (e.g. acts of God, war, terrorism, civil unrest, pandemic, governmental action, internet or telecommunications failure, third-party cloud-provider outage), provided the affected party takes reasonable steps to mitigate.

Severability and waiver. If any provision of these Terms is held unenforceable, the remaining provisions remain in effect and the unenforceable provision is replaced with an enforceable provision that most closely matches the intent of the original. A waiver of any provision is effective only in writing signed by the waiving party and applies only to the matter waived.

Export and sanctions. Customer represents that it (a) is not located in, and is not a citizen or resident of, a country or region subject to a comprehensive US embargo, (b) is not identified on a US government restricted-party list, and (c) will not export, re-export, or transfer the Service or engine outputs in violation of US export-control or sanctions laws.

Anti-bribery and anti-corruption. Each party represents and warrants that it has not, and will not, directly or indirectly, offer, give, solicit, or receive any bribe, kickback, or other improper payment in connection with the Service or the relationship between the parties, and that it complies with the US Foreign Corrupt Practices Act, the UK Bribery Act 2010, and all other applicable anti-bribery and anti-corruption laws.

DMCA / copyright complaints. SP4N complies with the Digital Millennium Copyright Act ("DMCA"). If you believe content hosted on the Service infringes your copyright, send a notice that satisfies 17 U.S.C. § 512(c)(3) (identification of the copyrighted work, the allegedly infringing material with sufficient information to locate it, your contact information, a statement of good-faith belief, a statement under penalty of perjury that the information is accurate and you are authorized to act, and your physical or electronic signature) through the contact form with the subject "DMCA Notice". SP4N will act on properly-formed notices in accordance with the DMCA, including, where appropriate, removing material and terminating repeat infringers.

US government end-users. The Service is "commercial computer software" and is licensed to US government end-users only as commercial items, with only the rights granted to all other end-users under these Terms.

Headings. Section headings are for convenience only and do not affect interpretation.

SP4N, Inc.

All notices, legal correspondence, arbitration opt-outs, infringement claims, and questions about these Terms:

Submit through the contact form