SmartBldr Terms of Service

1. Accepting these Terms

1.1 How you accept. You accept these Terms by ticking the box that says you agree and then signing up, accepting an invitation, or using the Service or the Trial. If you do not agree, do not use them.

1.2 Acting for an organisation. The person who accepts confirms that they accept for the organisation named in the account (for the Trial, the organisation created at sign-up), and that they have authority to bind it. If they do not have that authority, they must not accept, and they are personally responsible for any use they make.

1.3 Signed agreements come first. If your organisation has signed a separate agreement with us, such as a Design Partner Agreement, an order form or a data processing addendum (a "Signed Agreement"), that Signed Agreement controls wherever it conflicts with these Terms. These Terms cover everything it does not.

1.4 Records. We keep a record of each acceptance: who accepted, for which organisation, which versions of these Terms and the Privacy Policy, and when.

2. Who may use SmartBldr

2.1 SmartBldr is for business use only, by organisations in the construction industry and their employees and contractors. It is not for personal, family or household use.

2.2 You must be at least 18 and able to form a binding contract.

2.3 At launch the Service and the Trial are offered to organisations in the United States. We may decline any sign-up.

2.4 You may not use SmartBldr if you are barred from receiving services under US law, or to build a competing product.

3. Accounts and roles

3.1 Your people. Your organisation decides who may use its account ("Users") and their roles (for example owner, admin or member). Owners and admins can invite and remove Users, change settings, and control staff access (section 8).

3.2 Security. Users must keep their sign-in methods to themselves, use their own work email, and tell us at info@smartbldr.com promptly if they suspect unauthorised access. You are responsible for what happens under your account, except where we caused it.

3.3 Accurate information. Keep account information accurate. We may contact you at the account email about the Service, security and these Terms.

4. The free Trial

4.1 What it includes. The Trial lets one organisation try the Submittal Review: sign in with an email link, create a project, upload one spec book or set of plans and one submittal package, have them read, and run one AI review. These limits apply per organisation.

4.2 No charge. The Trial is free. We do not ask for payment details for it.

4.3 No commitments. The Trial is provided as is, may change, may have limited availability, and may be suspended or ended by us at any time, with or without notice. Sections 13 and 14 apply to it with the lower limit stated there.

4.4 Trial data. We keep Trial data as our Privacy Policy describes. Trial data is deleted 90 days after your trial organisation's last activity unless you move to the Service. Export anything you want to keep before then; Trial data is not moved into the Service unless we agree to move it.

4.5 Fair use. One trial per organisation. Do not create several accounts or organisations to get more reviews. We may refuse or end a trial we believe is being misused.

4.6 Drafts are not sent. The Trial shows draft emails for you to copy. It never sends them.

5. Your content

5.1 You own it. "Customer Content" means everything your organisation or its Users put into the Service or the Trial (such as spec books, specification pages, submittal packages, drawings and project records), the text and data we read from it, and the reviews, findings and drafts the Service produces from it ("Output"). As between you and us, you own Customer Content, including Output.

5.2 Our licence to use it. You grant SmartBldr a non-exclusive, worldwide, royalty-free licence to host, copy, process, transmit and display Customer Content only to provide, secure and support the Service and the Trial for you, to comply with law, and as your Signed Agreement allows. This includes sending it to the providers listed in our Privacy Policy (for example Anthropic and Amazon Web Services) to perform the tasks you ask for.

5.3 No training. We will not use Customer Content to train, fine-tune, evaluate or improve any AI or machine-learning model, ours or anyone else's, and we use only providers whose terms do not allow them to train on it. We will not create data sets, benchmarks or insights from your Customer Content for any other customer. We may use operational data (counts, timings, error rates) that contains no Customer Content.

5.4 Your rights to your documents. You are responsible for having every right, licence and permission needed to upload each document and to have it processed as these Terms and the Privacy Policy describe, including by our listed providers. This includes rights under your contracts with owners, architects, engineers, consultants and subcontractors, under any copyright or confidentiality notice in the documents, and under the terms of any software platform the documents came from. In particular, you will not upload content exported in bulk from another platform (such as Procore or Autodesk Construction Cloud) where that platform's terms forbid the export or its use with an AI system.

5.5 Personal information in your content. If Customer Content contains personal information about other people, you are responsible for having a lawful basis and giving any notice needed to put it into SmartBldr. Do not upload sensitive information that the Service does not need, such as health, financial account or government ID information, or anything subject to export controls or classified as Controlled Unclassified Information.

5.6 Not our responsibility. SmartBldr is not responsible for your breach of your own contracts, of a platform's terms, or of another person's rights in connection with Customer Content, and section 15 applies to claims arising from it.

5.7 Classification and switches. Where the Service lets you mark a document, category or project so that it is not sent to AI, it will not be.

6. AI output

6.1 Assistive only. The Submittal Review and every other AI feature produce a first pass to help your people work faster. Output may be wrong, incomplete, out of date or inconsistent, even where it cites a source. The Service is designed to cite its sources or say it found none, and it can still err.

6.2 Not professional advice; not an approval. Output is not engineering, architectural, legal or other professional advice, and is not a review, approval, stamp, certification or sign-off of any submittal, design, payment application, change order or other document. SmartBldr's AI never approves, stamps, certifies, pays or signs anything, and these limits are enforced in the Service and cannot be switched off.

6.3 Your people decide. You are responsible for reviewing Output before relying on it, and for every decision, approval, communication and submission on your projects, including those required by your contracts or by any licensed professional's duties.

6.4 Similar output. AI can produce similar output for different customers. Output you receive is yours under section 5.1, but this does not stop others receiving similar output from their own content.

7. Acceptable use

You will not, and will not let anyone else:

• break the law, infringe anyone's rights, or upload content you have no right to upload;
• upload malware, or try to get around security, the tenant isolation between organisations, the Trial's limits, or any usage limit;
• access another organisation's data, or probe, scan or load-test the Service without our written permission;
• reverse engineer, copy or resell the Service, or use it to build a competing product or train a model;
• extract prompts, model instructions or system behaviour by deliberate manipulation (for example by hiding instructions in a document);
• send unlawful or unsolicited email through the Service; or
• use the Service for work involving classified information, Controlled Unclassified Information or export-controlled technical data.

We may remove content or suspend access that breaks this section (section 11).

8. SmartBldr staff access

8.1 Only with your permission. SmartBldr staff may work inside your account only (a) under a Signed Agreement that allows it, for the purposes it lists, or (b) when your owner or admin switches on the setting "SmartBldr staff may work in this account" or grants a time-limited support window.

8.2 How it works. Staff work in a logged, time-limited session with a stated purpose. Every action appears in your audit trail labelled "SmartBldr staff". Staff never approve, stamp, certify, pay or sign; never read or send from a User's mailbox; never change your consents, plan or keys; never widen who can read a document; and never export in bulk.

8.3 Your control. Your owner or admin can switch staff access off at any time, which ends any live staff session immediately.

8.4 Setting up an account for you. If we set your account up under a Signed Agreement, nothing we draft is sent and no agent runs until your first owner confirms it. If no owner accepts within 30 days of setup, we may delete the account and everything in it, after warning your contact.

9. Confidentiality

9.1 "Confidential Information" means non-public information one party shares with the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Content is your Confidential Information. The Service's design, prompts, non-public features and pricing are ours.

9.2 Each party will use the other's Confidential Information only to perform these Terms, protect it with at least reasonable care, and share it only with people and providers who need it and are bound by duties at least as protective.

9.3 This does not cover information that is or becomes public without breach, that the receiving party already knew or develops independently, or that it rightfully receives from someone else without restriction.

9.4 A party may disclose Confidential Information if the law requires, after giving the other party prompt notice where lawful so it can seek protection. For Customer Content, we will disclose only what is legally required.

10. Third-party services

10.1 The Service relies on third-party providers, which the Privacy Policy names, says what each receives and links to their terms. We choose them with care and bind them to written terms that limit their use of Customer Content to providing their service to us. You understand that Customer Content you send for processing passes through these providers and that, despite those terms, a provider could mishandle or expose it. We are not liable for a provider's acts or omissions that are beyond our reasonable control, and you accept that risk when you send Customer Content for processing. If we learn that a provider has exposed your Customer Content, we will tell you as section 9 of the Privacy Policy says.

10.2 If you connect a third-party service of your own (for example a mailbox, when that feature is offered), your use of it is governed by its own terms, and you authorise us to access it as needed for the features you turn on. You can disconnect it at any time.

11. Suspension and termination

11.1 By you. You may stop using SmartBldr at any time and ask us to close your account by emailing info@smartbldr.com from an owner's address. Paid subscriptions end as your Signed Agreement says.

11.2 By us. We may end the Trial, or end these Terms for convenience on 30 days' notice to an owner. We may suspend or end access immediately if you materially breach these Terms, if your use threatens the security or integrity of the Service or other customers, if required by law, or for non-payment under a Signed Agreement. Where reasonable, we will tell you first and give you a chance to fix the problem.

11.3 Export and deletion. When an account ends, your Users keep access to view and download for 30 days so you can export Customer Content (on request we can provide it in common formats). After that we delete the account and its Customer Content as the Privacy Policy describes, except anything under a legal hold or that the law requires us to keep. Deleted data can remain in backups until they expire (currently 7 days).

11.4 What survives. Sections 5, 6, 9, 11.3 and 12 to 18 survive the end of these Terms.

12. Fees

12.1 The Trial is free.

12.2 Paid use of the Service is offered only under a Signed Agreement or order form, which sets the fees, term and payment terms. Nothing in these Terms obliges you to buy or us to offer a subscription. No fees apply unless a Signed Agreement says so.

12.3 Fees exclude taxes. You pay any sales, use or similar taxes on fees, other than taxes on our income.

13. Warranties and disclaimers

13.1 Ours. For paid use, we will provide the Service with reasonable skill and care and in line with the Privacy Policy.

13.2 Yours. You warrant that you have authority to accept these Terms, and the rights described in section 5.4.

13.3 Disclaimer. Except as stated in section 13.1 or a Signed Agreement, and to the fullest extent the law allows, the Service and the Trial are provided "as is" and "as available". We disclaim all other warranties, express or implied, including merchantability, fitness for a particular purpose, title, non-infringement, uninterrupted or error-free operation, and the accuracy or completeness of any Output. The Service is in early release and may change.

14. Limitation of liability

14.1 No indirect damages. Neither party is liable to the other for indirect, incidental, special, consequential or punitive damages, or for lost profits, revenue, business, goodwill or data (other than our obligation to restore data from backup where we caused the loss), however caused, even if advised they were possible.

14.2 Cap. Each party's total liability arising out of or relating to these Terms is limited to the greater of (a) the fees you paid us for the Service in the 12 months before the event giving rise to the claim and (b) US$100. For the Trial, our total liability is limited to US$100.

14.3 Exceptions. Sections 14.1 and 14.2 do not limit liability for fraud, gross negligence or wilful misconduct, your payment obligations, your obligations under sections 5.4, 5.5 and 7 and your indemnity in section 15.1, or any liability that cannot be limited by law.

14.4 Your projects. We are not responsible for the performance, cost, schedule or safety of any project, or for any decision made using Output.

15. Indemnities

15.1 By you. You will defend SmartBldr, its members, officers, employees and contractors against any third-party claim, and pay the resulting damages, costs and reasonable legal fees, arising from (a) Customer Content, including any claim that your uploading or our processing of it as these Terms allow breached a contract, a platform's terms, a confidentiality duty or another person's rights; (b) your breach of section 5.4, 5.5 or 7; or (c) decisions you or your Users make using Output.

15.2 By us. Any indemnity from SmartBldr is given only in a Signed Agreement.

15.3 Process. The party seeking defence must tell the other promptly, give it control of the defence and settlement (no settlement may admit fault for, or impose obligations on, the protected party without its consent), and give reasonable help at the defending party's cost.

16. Governing law, venue and disputes

16.1 Governing law. Utah law governs these Terms, without regard to its conflict-of-laws rules.

16.2 Talk first. Before starting any claim (other than for urgent injunctive relief), the party with the claim will send the other a written notice describing it, and both will try in good faith to resolve it for 30 days.

16.3 Courts. The state and federal courts located in Salt Lake County, Utah have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party submits to them. Each party waives any right to a jury trial. Claims may be brought only individually, not as a plaintiff or class member in a class or representative action.

16.4 Time limit. Any claim must be brought within one year after it arose, where the law allows.

17. Changes to these Terms

17.1 We may update these Terms. Each version has a version number and effective date at the top.

17.2 For a material change, we will notify account owners by email or in the Service at least 15 days before it takes effect, and ask Users to accept the new version at their next sign-in. If you do not accept, you may stop using the Service before the change takes effect; continued use after that date means you accept. A change does not apply to a dispute that arose before it.

17.3 A change never overrides a Signed Agreement during its term, unless the Signed Agreement says it may.

18. General

18.1 Notices. We send notices to the account owner's email or in the Service. You send notices to info@smartbldr.com. A notice takes effect on confirmed receipt.

18.2 Assignment. Neither party may assign these Terms without the other's written consent, except to a successor in a merger or sale of substantially all of its relevant business or assets, with notice.

18.3 Independent parties. The parties are independent contractors. These Terms create no partnership, agency or third-party beneficiaries.

18.4 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

18.5 Feedback. If you send us suggestions about SmartBldr, we may use them without obligation. Feedback never includes Customer Content, and we will not name you as its source without consent.

18.6 Publicity. We will not use your name or logo publicly without your prior written consent.

18.7 Export and sanctions. Each party will comply with US export control and sanctions laws in using the Service.

18.8 Whole agreement. These Terms, the Privacy Policy and any Signed Agreement are the whole agreement about their subject, and replace earlier discussions about it. Order of precedence: the Signed Agreement (and its data or AI addendum), then these Terms, then the Privacy Policy.

18.9 Severability and waiver. If a provision is unenforceable, it is changed to the minimum extent needed and the rest stands. Not enforcing a provision is not a waiver.

18.10 Electronic acceptance. These Terms may be accepted electronically and that acceptance is as binding as a signature.

18.11 Contact. info@smartbldr.com.