Terms of Use

As between the parties, Company retains all right, title, and interest in and to the Services and all software, products, outputs from the Services, derived data, analytics, works, and other intellectual property and moral rights related thereto or created, used, or provided by Constructn.ai for the purposes of this Agreement, including any copies and derivative works of the foregoing. The Services and, to the extent made available by Constructn.ai, any software, outputs from the Services, derived data or analytics made available to Customer (whether accessed via the Services or otherwise) is licensed only during the applicable Order Form Term and solely for Customer’s internal use. Company will retain sole control over the operation, provision, maintenance and management of the services and the customer will not make any modification to the services without the Company’s consent.

Such license is non-exclusive, non-sublicensable and does not include any right to (and` Customer will not) modify, reverse engineer (except to the extent applicable law prohibits reverse engineering restrictions), incorporate or use in any other works, create derivatives of, or copy any portion of the Services, software, derived data or analytics, or to use any of the foregoing for the benefit of any third party. Customer acknowledges that the Services may contain or use or be distributed alongside certain third-party software; third-party software is (in addition to the terms and conditions of this Agreement), subject to and governed by (and Customer agrees to) the respective licenses for that third-party software. Customer acknowledges that the Services may include features to prevent use after the applicable authorized usage period and/or use inconsistent with this Agreement. Customer is responsible for all of Customer’s activity in connection with the Service, including but not limited to uploading Customer Materials (as defined below) onto the Service. Customer (i) shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations in connection with Customer’s use of the Service (including those related to data privacy, international communications, export laws and the transmission of technical or personal data laws), and (ii) shall not use the Service in a manner that violates any third-party intellectual property, contractual or other proprietary rights.

Company owns and will retain all right, title and interest in all Intellectual Property Rights embodied or fixed in, or otherwise pertaining to, the services. Subject to the terms and conditions of this Agreement, Company hereby grants to Customer a limited, non­exclusive, non-transferable license to use the services and the Specifications only during the Term and only to enable Company to provide Customer and its Users with the Services. Other than the foregoing grant of rights, Company does not grant, and Customer does not receive or possess, any right or interest in any of Company’s Intellectual Property Rights, or any other type of right or interest, whether an economic, property or moral rights interest in the Company’s Intellectual Property Rights.

Customer is prohibited from copying or otherwise reproducing or attempting to reproduce the services. Customer agrees not to modify, disassemble, decompile, reverse engineer, create derivative works of the services.

The Service is protected by copyright, trademark, and other laws of both the Country and foreign countries. Our trademarks may not be used in connection with any product or service without the prior written consent of the Company.

No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.

Customer may from time to time provide suggestions, comments or other feedback to Constructn.ai with respect to the Service. Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for the company notwithstanding anything else. Customer shall, and hereby does, grant to Constructn.ai a nonexclusive, worldwide, perpetual, irrevocable, transferable, sub-licensable, royalty-free, fully paid up license to use and exploit the Feedback for any purpose.

Our Service may contain links to third-party web sites or services that are not owned or controlled by the Company.

The Company has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party web sites or services. You further acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such web sites or services.

We strongly advise You to read the terms and conditions and privacy policies of any third-party web sites or services that You visit.

Customer shall pay Constructn.ai fees for the Service and any Equipment as set forth in each Order Form (“Fees”).  Unless otherwise specified in an Order Form, all Fees shall be invoiced annually in advance. Customer shall be responsible for all taxes associated with the Services. Unless otherwise set forth in an applicable Order Form, all renewals and usage in excess of prepaid allowances will be billed at then-current rates. All Fees paid are non-refundable and are not subject to set-off.

Any invoice that is outstanding for more than 30 days may result in the suspension or termination of Services. This may result in loss of data. Access to the account will not be restored until payment has been received.

Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. 

Company expressly reserves the right to change or modify its prices and fees at any time, and any changes or modifications will be effective immediately on posting without need for further notice to Customer. 

This Agreement shall commence upon the effective date set forth in the first Order Form, and, unless earlier terminated in accordance herewith, shall last until the expiration of all Order Form Terms. For each Order Form, the “Order Form Term” shall begin as of the effective date set forth on such Order Form, and unless earlier terminated as set forth herein, (x) shall continue for the initial term specified on the Order Form (the “Initial Order Form Term”), and (y) following the Initial Order Form Term, shall automatically renew for additional successive periods of one year each (each, a “Renewal Order Form Term”) unless either party notifies the other party of such party’s intention not to renew no later than thirty (30) days prior to the expiration of the Initial Order Form Term or then-current Renewal Order Form Term, as applicable. In the event of a material breach of this Agreement by either party, the non-breaching party may terminate this Agreement by providing written notice to the breaching party, provided that the breaching party does not materially cure such breach within thirty (30) days of receipt of such notice. All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, accrued payment obligations, ownership provisions, warranty disclaimers, indemnity and limitations of liability.

We may terminate or suspend Your Account immediately, without prior notice or liability, for any reason whatsoever, including without limitation if You breach these Terms of Use. 

Upon termination, Your right to use the Service will cease immediately. If You wish to terminate Your Account, You may simply discontinue using the Service.

Each party (“Indemnitor”) shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates’ employees, contractors, directors, suppliers and representatives (collectively, the “Indemnitee”) from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys’ fees) (“Losses”), that arise from or relate to any claim that (i) the Customer Materials (in the case of Customer as Indemnitor), or (ii) the Service (in the case of Constructn.ai as Indemnitor), infringes, violates, or misappropriates any third party intellectual property or proprietary right. Each Indemnitor’s indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnity obligations if the Indemnitor is materially prejudiced by such failure); (ii) sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor’s expense). The foregoing obligations of Constructn.ai do not apply with respect to the Service or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not provided by Constructn.ai (including without limitation any Customer Materials), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Constructn.ai, (iv) combined with other products, processes or materials not provided by Constructn.ai (where the alleged Losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer’s use of the Service is not strictly in accordance herewith.

Notwithstanding any damages that You might incur, the entire liability of the Company and any of its suppliers under any provision of this Terms and Your exclusive remedy for all of the foregoing shall be limited to the amount actually paid by You through the Service or 100 USD if You haven’t purchased anything through the Service.

To the maximum extent permitted by applicable law, in no event shall the Company or its suppliers be liable for any special, incidental, indirect, or consequential damages whatsoever (including, but not limited to, damages for loss of profits, loss of data or other information, for business interruption, for personal injury, loss of privacy arising out of or in any way related to the use of or inability to use the Service, third-party software and/or third-party hardware used with the Service, or otherwise in connection with any provision of this Terms), even if the Company or any supplier has been advised of the possibility of such damages and even if the remedy fails of its essential purpose.

Some states do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these states, each party’s liability will be limited to the greatest extent permitted by law.

The Service is provided to You “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, the Company, on its own behalf and on behalf of its Affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Service, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice. Without limitation to the foregoing, the Company provides no warranty or undertaking, and makes no representation of any kind that the Service will meet Your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither the Company nor any of the company’s provider makes any representation or warranty of any kind, express or implied: (i) as to the operation or availability of the Service, or the information, content, and materials or products included thereon; (ii) that the Service will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Service; or (iv) that the Service, its servers, the content, or e-mails sent from or on behalf of the Company are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of certain types of warranties or limitations on applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to You. But in such a case the exclusions and limitations set forth in this section shall be applied to the greatest extent enforceable under applicable law.

Any disputes between the parties arising out of or relating to the Agreement will be governed by California law regardless of Customer’s location and notwithstanding of any conflicts of law principles. Except for Disputes relating to Intellectual Property Rights, any Disputes will be resolved exclusively by final and binding arbitration under the rules and auspices of the American Arbitration Association, to be held in Los Angeles County, California, in English, with a written decision stating legal reasoning issued by the arbitrator(s) at either party’s request, and with arbitration costs and reasonable documented attorneys’ costs of both parties to be borne by the party that ultimately loses. Either party may obtain injunctive relief (preliminary or permanent) and orders to compel arbitration or enforce arbitral awards in any court of competent jurisdiction. If there is more than one Dispute between the parties, all such Disputes may be heard in a single arbitration under this Section. Except to the extent required by applicable Law that cannot be waived or modified by this Agreement, Disputes under this Agreement may not be consolidated into a single arbitration proceeding with disputes between the Company and other persons, even if those disputes are governed by an arbitration proceeding similar or identical to this Section and even those other persons are similarly situated and their disputes are similar or identical in the nature to a Dispute under this Agreement.

Please note that the company provides its services only in the US and India and that users from the EU must not register or access the services of the company. Users from other jurisdictions will have to comply with data protection laws that are applicable to them.

You represent and warrant that (i) You are not located in a country that is subject to the United States government embargo, or that has been designated by the United States government as a “terrorist supporting” country, and (ii) You are not listed on any United States government list of prohibited or restricted parties.

Neither party will be held responsible for any delay or failure in performance of any part of this Agreement (with the exception of any obligation to make payments to the other party hereunder) to the extent such delay or failure is caused by fire, flood, explosion, war, terrorism, strike, embargo, governmental action or failure to act, the act of any civil or military authority, act of God, inability to secure material or transportation facilities, acts or omissions of carriers, power outages, computer failures, or by any other causes beyond its control whether or not similar to the foregoing.

If any provision of these Terms is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Except as provided herein, the failure to exercise a right or to require performance of an obligation under these Terms shall not effect a party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

We reserve the right, at Our sole discretion, to modify or replace these Terms at any time. If a revision is material We will make reasonable efforts to provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at Our sole discretion.

By continuing to access or use Our Service after those revisions become effective, You agree to be bound by the revised terms. If You do not agree to the new terms, in whole or in part, please stop using the website and the Service.

If you have any questions about these Terms of Use, You can contact us by sending us an email: support@constructn.ai