Terms of Service

1. Acceptance of Terms

These Terms of Service ("Terms") are a binding legal agreement between you ("you," "your," or "Customer") and Struxcor Inc., a Delaware corporation with its principal place of business in California ("Struxcor," "we," "us," or "the Company"), governing your access to and use of the Struxcor platform, websites, mobile apps, APIs, and related services (collectively, the "Service").

By clicking "I agree," creating an account, accessing, or using the Service, you represent that (a) you have read and agree to be bound by these Terms, the Privacy Policy, the Acceptable Use Policy, the Refund & Cancellation Policy, and the AI Disclosure, each of which is incorporated by reference; (b) you are at least 18 years old and legally able to form a binding contract; and (c) if you are entering these Terms on behalf of an organization, you have authority to bind that organization. If you do not agree, do not use the Service.

2. Description of Service

Struxcor is a software-as-a-service construction management platform designed for public works agencies, general contractors, resident engineers, and construction management firms. Features may include daily report generation, pay application tracking, document control, force account automation, labor compliance tooling, claims defense analysis, and AI-assisted content generation. The specific features available to you depend on your subscription plan.

We may add, modify, deprecate, or remove features at any time. For material reductions to a paid plan's core features during an active subscription term, we will provide at least 30 days' prior notice and a pro-rated refund of prepaid, unused fees if you cancel.

3. Accounts and Responsibilities

You must provide accurate and current information when creating an account. You are responsible for (i) maintaining the confidentiality of your credentials; (ii) all activity occurring under your account; and (iii) promptly notifying us at security@struxcor.com of any suspected unauthorized access.

• Credentials may not be shared. One account per individual. Seat-based plans require a separate seat for each active user.
• Organization administrators are responsible for managing their members' access, roles, and data.
• You are responsible for ensuring your use of the Service complies with all laws, regulations, licensing requirements, professional standards, and contract obligations applicable to you or your projects.
• You will promptly remove terminated employees or contractors from your organization's account.

4. Customer Data and License

As between you and us, you retain all rights, title, and interest in the data, documents, reports, photos, voice recordings, and other content you upload, create, or transmit through the Service ("Customer Data"). We claim no ownership of Customer Data.

You grant us a worldwide, non-exclusive, royalty-free license to host, copy, transmit, display, process, and create derivative works of Customer Data solely to (a) provide, maintain, and improve the Service for you; (b) prevent or address service, security, or technical issues; (c) generate AI outputs at your request; and (d) comply with law. This license terminates when you delete the data or close your account, except as required for lawful backup or legal retention.

You represent and warrant that you have all rights and permissions necessary to upload Customer Data to the Service and that Customer Data does not violate any law, contract, or third-party right (including privacy, publicity, and intellectual property rights).

5. AI Features and Outputs

The Service uses third-party large language models (including Anthropic's Claude API) to generate narratives, summaries, translations, extractions, compliance analyses, and other content ("AI Outputs"). Full details are in our AI Disclosure.

• AI Outputs are not advice.They may contain errors, omissions, fabrications ("hallucinations"), or outdated information. They are not legal, engineering, accounting, or compliance advice.
• Human review required. Before submitting AI Outputs to any government agency, in any legal proceeding, or as the basis for any material decision, a qualified licensed professional must independently review, verify, and approve the content. You remain solely responsible for the accuracy of anything you submit.
• Ownership. As between you and us, you own AI Outputs generated from your prompts and Customer Data, subject to any rights third parties may have in similar or identical outputs.
• No model training on your data. Per our agreement with Anthropic, your Customer Data and prompts are not used to train third-party foundation models.

6. Acceptable Use

Your use of the Service is subject to the Acceptable Use Policy, which is incorporated by reference. Without limiting that policy, you will not:

• use the Service in violation of any law or regulation;
• attempt to probe, scan, reverse-engineer, decompile, or derive the source code of the Service except as permitted by non-waivable law;
• circumvent, disable, or interfere with security, rate-limiting, or authentication mechanisms;
• upload or generate fraudulent, falsified, defamatory, or misleading construction documents, compliance records, wage determinations, or reports;
• use the Service or AI Outputs to train any competing machine-learning model;
• resell, sublicense, or make the Service available to third parties except to employees and contractors bound by equivalent confidentiality and use terms;
• upload viruses, malware, or content that infringes any third-party right.

We may suspend or terminate access without refund for material or repeated violations.

7. Fees, Billing, and Refunds

Paid plans are billed in advance on a monthly or annual recurring basis. All fees are in U.S. dollars and exclusive of taxes, which you are responsible for except for taxes on our net income. Payment is handled by Stripe, Inc.; your use of Stripe is subject to Stripe's terms.

• Auto-renewal. Subscriptions renew automatically for successive terms until cancelled.
• Cancellation and refunds. See the Refund & Cancellation Policy. Monthly fees are non-refundable once charged. Annual subscriptions may be cancelled for a pro-rated refund within 14 days of initial purchase.
• Price changes.We may change prices with at least 30 days' notice before the start of your next renewal term.
• Failed payments. If a charge fails, we will retry and notify you. After 14 days of non-payment, we may suspend paid features. After 60 days, we may terminate the account.
• Chargebacks. Disputing a charge without first contacting us at billing@struxcor.com is a breach of these Terms and grounds for immediate suspension. You agree to pay any reasonable fees we incur defending an unwarranted chargeback.
• Taxes. You will pay all applicable sales, use, VAT, GST, and similar taxes, exclusive of taxes on our net income.

8. Free Trials and Beta Features

Free trials terminate automatically unless converted to a paid plan. We may modify or end a free trial at any time. Features designated "beta," "preview," or "experimental" are provided AS-IS, may change or be removed without notice, are not covered by any SLA, and are excluded from warranties and indemnities.

9. Third-Party Services

The Service relies on third-party infrastructure and services, including Supabase (Postgres, Auth, Storage), Vercel (hosting), Anthropic (AI), Stripe (payments), Resend (email), Mapbox (maps), and the U.S. National Weather Service (weather). We are not responsible for third-party services' availability or acts. A current list of sub-processors is available in our Privacy Policy.

10. Intellectual Property

The Service, including its software, design, UI, documentation, trademarks, trade dress, and underlying technology, is the exclusive property of Struxcor Inc. and its licensors. Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Service for your internal business purposes during your subscription term.

No rights are granted by implication or estoppel. You may not remove or alter any copyright, trademark, or other proprietary notice in the Service.

11. Feedback

If you submit suggestions, improvements, or feedback about the Service ("Feedback"), you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate the Feedback into the Service without obligation or attribution to you.

12. Confidentiality

Each party may receive non-public information from the other ("Confidential Information"). The receiving party will use the same care it uses to protect its own confidential information (and in no event less than reasonable care), use Confidential Information only to perform under these Terms, and not disclose it to third parties except to personnel and subcontractors bound by equivalent obligations. Confidential Information does not include information that is publicly known, independently developed, or rightfully obtained without confidentiality obligations.

13. Privacy and Data Protection

Our collection and use of personal data is described in the Privacy Policy. If you are a business customer subject to GDPR, UK GDPR, CCPA/CPRA, or comparable law, the Data Processing Addendum (DPA) applies and is incorporated by reference.

14. Service Availability

We target high availability but do not guarantee uninterrupted service. Scheduled maintenance, emergency patches, and third-party outages may cause downtime. We make no uptime commitment except as expressly stated in a signed order form. The Service includes offline capabilities (PWA) to mitigate outages, but these are not a guarantee.

15. Warranty Disclaimer

16. Limitation of Liability

17. Indemnification

By You.You will defend, indemnify, and hold harmless Struxcor, its affiliates, officers, directors, employees, and agents from and against any third-party claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from or related to (i) Customer Data; (ii) your use of the Service in violation of law or these Terms; (iii) your use of AI Outputs in any official submission, filing, or proceeding; (iv) your breach of any third-party right; or (v) your gross negligence or willful misconduct.

By Us. We will defend you against any third-party claim alleging that the Service, when used as permitted, directly infringes a U.S. patent, copyright, trademark, or trade secret, and will pay amounts finally awarded by a court or agreed in settlement. Our obligation does not cover claims arising from (a) Customer Data; (b) AI Outputs; (c) modifications made by you or a third party; (d) combinations with items not provided by us; or (e) use in breach of these Terms. If we believe the Service is likely to infringe, we may modify it, procure rights to continue use, or terminate the affected features with a pro-rated refund. This paragraph states our entire liability for infringement claims.

The indemnified party must (i) promptly notify the indemnifying party; (ii) give sole control of defense and settlement; and (iii) provide reasonable cooperation.

18. Binding Arbitration and Class Action Waiver

Informal resolution. Before starting arbitration, you agree to try to resolve any dispute informally by emailing legal@struxcor.com with a description of the dispute and the relief sought. We will make a good-faith effort to resolve within 60 days.

Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service, except as stated below, will be resolved by final, binding arbitration administered by JAMS under its Streamlined Arbitration Rules. Arbitration will take place in Sacramento County, California, or, for U.S. consumers, in the county where you reside. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator will have exclusive authority to resolve disputes over arbitrability.

Class action waiver. You and Struxcor each waive the right to participate in any class, collective, consolidated, or representative action. Disputes must be brought in an individual capacity only. If this class waiver is held unenforceable, then the entire arbitration provision will be null and void.

Exceptions. Either party may (i) bring an individual action in small-claims court for disputes within its jurisdiction; (ii) seek injunctive or equitable relief in court to protect intellectual property or confidential information; or (iii) bring claims that cannot lawfully be arbitrated.

30-day opt-out. You may opt out of this arbitration clause by emailing legal@struxcor.com within 30 days of first accepting these Terms, with the subject line "Arbitration Opt-Out" and your account email. Opting out does not affect any other part of these Terms.

Jury trial waiver. For claims that proceed in court, both parties irrevocably waive the right to a jury trial to the fullest extent permitted by law.

19. Governing Law and Venue

These Terms are governed by the laws of the State of California and, to the extent applicable, the Federal Arbitration Act, without regard to conflict-of-laws principles. The U.N. Convention on Contracts for the International Sale of Goods does not apply. For any claim not subject to arbitration, the state and federal courts located in Sacramento County, California have exclusive jurisdiction, and each party consents to personal jurisdiction and venue there.

20. Term and Termination

These Terms remain in effect while you use the Service. Either party may terminate for material breach that is not cured within 30 days of written notice. We may suspend or terminate immediately and without refund for (i) violation of Section 6 (Acceptable Use), (ii) non-payment after the cure period, (iii) fraud or abuse, or (iv) if required by law.

Upon termination, your right to access the Service ends. For 90 days after termination, you may export Customer Data through the Service's export tools. After 90 days, we may delete Customer Data, subject to legal retention obligations and anonymized analytics retention. Sections 4, 7, 10–13, 15–22, and 24 survive termination.

21. Force Majeure

Neither party is liable for failure or delay caused by events beyond reasonable control, including natural disasters, war, terrorism, civil unrest, pandemics, government action, labor disputes, internet or power outages, or failures of third-party infrastructure. Payment obligations are not excused.

22. Export Controls and Sanctions

The Service is subject to U.S. export laws including the Export Administration Regulations (EAR) and regulations of the Office of Foreign Assets Control (OFAC). You represent that you (i) are not located in a U.S.-embargoed country; (ii) are not on any U.S. government list of prohibited or restricted parties; and (iii) will not use or export the Service in violation of applicable export or sanctions laws.

23. Government Users

For U.S. federal government users, the Service is a "commercial product" or "commercial computer software" as defined in 48 C.F.R. 2.101 and is provided with only those rights granted to all other users under these Terms. Use, modification, reproduction, release, display, or disclosure by government users is governed solely by these Terms. For state and local public agency customers, we will cooperate with reasonable public-records and retention requirements; specific terms may be addressed in a separate order form.

24. DMCA and Copyright

We respect intellectual property rights and will respond to valid notices under the Digital Millennium Copyright Act (17 U.S.C. § 512). Send notices to our designated agent:

A valid notice must include the information required by 17 U.S.C. § 512(c)(3). Repeat infringers' accounts will be terminated.

25. Changes to These Terms

We may update these Terms from time to time. For material changes, we will provide at least 30 days' notice by email to the account owner or by in-product notice before the change takes effect. Continued use of the Service after the effective date constitutes acceptance of the updated Terms. The then-current version is always posted at struxcor.com/terms.

26. Miscellaneous

• Entire agreement. These Terms and the documents they incorporate are the entire agreement between you and us regarding the Service and supersede any prior agreements on the subject.
• Severability. If any provision is held unenforceable, the rest remain in effect, and the unenforceable provision will be modified to the minimum extent necessary to be enforceable.
• No waiver. A failure to enforce a provision is not a waiver of the right to later enforce it.
• Assignment. You may not assign these Terms without our prior written consent. We may assign to an affiliate or in connection with a merger, acquisition, reorganization, or sale of assets. Any attempted unauthorized assignment is void.
• Independent contractors. The parties are independent contractors. No partnership, joint venture, or employment is created.
• Third-party beneficiaries. There are no third-party beneficiaries.
• Notices. We may give notice to you by email to the address on file or via in-product notification. Legal notices to us must be sent to legal@struxcor.com.
• Electronic contracting. You consent to electronic delivery of contracts, disclosures, and notices. Electronic signatures and clickwrap assent have the same legal effect as handwritten signatures.
• Headings. Section headings are for reference only.

27. Contact