Terms of Service

Effective Date: October 19, 2026

These Terms of Service ("Terms") constitute a binding agreement between you ("Customer," "you," or "your") and BuildClear, Inc., a Delaware corporation ("BuildClear," "we," "us," or "our"). By accessing or using the BuildClear platform, you agree to be bound by these Terms. If you do not agree, do not use the Service.

1. Definitions

• "Service" means the BuildClear construction project intelligence platform, including all web applications, APIs, integrations, documentation, and related services made available by BuildClear.
• "Customer" means the entity that has entered into an order form or subscription agreement with BuildClear for access to the Service.
• "Authorized User" means any individual whom Customer permits to access the Service under Customer's account, including employees, contractors, consultants, and agents of Customer.
• "Customer Data" means the content Customer or its Authorized Users upload, send or enter into the Service.
• "Aggregated Statistics" means anonymized, de-identified data derived from Customer Data that has been aggregated in a manner that cannot identify any specific customer, Authorized User, or project.
• "AI Features" means the artificial intelligence-powered capabilities of the Service, including document extraction, classification, analysis, cost comparison, schedule intelligence, and any other features that use machine learning or large language models to process Customer Data.
• "AI Output" means any text, data, classification, analysis, summary, recommendation, or other content generated by the AI Features in response to Customer Data or user queries.
• "Confidential Information" means non-public information one party discloses to the other that is marked confidential or that a reasonable person would understand to be confidential. Customer Data is Customer's Confidential Information.

2. Account Registration and Access

2.1 Registration Requirements

Give accurate, current information when you register and keep it up to date. BuildClear may reject or suspend a registration that contains false information.

2.2 Account Security

You are responsible for keeping your login credentials confidential. Each Authorized User needs their own account. Tell BuildClear promptly if you learn of unauthorized use of your account.

2.3 Company Responsibility

Customer is responsible for all activity under its account, including by its Authorized Users, and will remove access for anyone who no longer needs it.

2.4 Account Suspension

BuildClear may suspend or restrict an account that violates these Terms, poses a security risk, or where the law requires it. We'll try to give notice first where we can.

3. The Service

3.1 AI Processing Consent

The AI Features send Customer Data to third-party AI model providers, which process it on our behalf. By using the Service you agree to this processing.

3.2 Service Updates

BuildClear may update the Service from time to time.

4. Customer Data Ownership

4.1 Customer Ownership

Customer retains all rights, title, and interest in and to Customer Data, including all intellectual property rights therein. Nothing in these Terms transfers ownership of Customer Data to BuildClear.

4.2 License to Process

Customer grants BuildClear and its service providers a limited, non-exclusive license to use Customer Data only as needed to provide, maintain and improve the Service for Customer. The license ends when the 30-day period in Section 14.3 closes.

4.3 Aggregated Statistics

BuildClear may generate Aggregated Statistics from Customer Data. BuildClear owns all rights, title, and interest in Aggregated Statistics. Aggregated Statistics will be anonymized and de-identified such that they cannot identify any specific customer, Authorized User, project, or confidential business information. BuildClear may use Aggregated Statistics for any lawful business purpose, including benchmarking, analytics, and product improvement.

5. AI Features and Data Use

5.1 Third-Party AI Model Providers

The AI Features use third-party AI model providers to process Customer Data on our behalf.

5.2 How BuildClear Uses Customer Data

(a) BuildClear will not sell, license, or make Customer Data available to any third party for that third party's independent use, including for training third-party foundation models or for cross-context behavioral advertising.

(b) BuildClear may use Customer Data that has been aggregated and de-identified to evaluate and improve the Service. De-identified data can't reasonably be used to identify any customer, user or project, and BuildClear won't try to re-identify it.

(c) Customer may opt out of the use in (b) by written notice to privacy@buildclear.ai.

5.3 Informational Purposes Only

AI Outputs may be inaccurate or incomplete and are for information only. They aren't legal, financial, engineering, safety or other professional advice. Customer is responsible for evaluating AI Outputs, including having a person review them where appropriate, before relying on them.

5.4 Disclaimer of Warranties

THE SERVICE, INCLUDING THE AI FEATURES AND AI OUTPUTS, IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUILDCLEAR DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, AND DOES NOT WARRANT THAT AI OUTPUTS ARE ACCURATE OR COMPLETE.

6. Confidentiality

6.1 Mutual Obligations

Each party agrees to hold the other party's Confidential Information in strict confidence and not to disclose it to any third party except as permitted by these Terms. Each party will protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but in no event less than reasonable care. Confidential Information may be disclosed only to employees, contractors, and advisors who have a need to know and are bound by confidentiality obligations at least as protective as those contained herein.

6.2 Exclusions

Confidential Information does not include information that: (a) is or becomes publicly available through no fault of the receiving party; (b) was known to the receiving party prior to disclosure without restriction; (c) is independently developed by the receiving party without reference to the disclosing party's Confidential Information; or (d) is rightfully received from a third party without restriction.

7. SMS/Text Messaging Terms

By providing your mobile telephone number and affirmatively consenting to receive text messages from BuildClear, you agree to receive project-related text messages at the number you provided. These messages may include:

• Project notifications and status updates
• Commitment reminders and deadline alerts
• Onboarding guidance and account verification
• Service announcements related to your active projects

Each project may have its own dedicated phone number. You may receive messages from different numbers if you are a member of multiple projects.

Message frequency varies based on your project activity and notification preferences. Message and data rates may apply depending on your mobile carrier and plan.

You may opt out of text messages at any time by replying STOP to any message. For assistance, reply HELP or contact support@buildclear.ai. Opting out of text messages will not affect your access to the Service.

Consent to receive text messages is not a condition of purchasing or using the Service.

By checking the SMS consent box when you register, you expressly consent to receive automated transactional text messages about construction projects you participate in. You can revoke consent at any time by replying STOP or updating your notification preferences. Carriers are not liable for delayed or undelivered messages.

8. Acceptable Use

You agree not to: use the Service in violation of law or third-party rights; reverse engineer the Service or scrape it by automated means; use the Service to build a competing product; upload malware, interfere with the Service, or try to gain unauthorized access to it or to other accounts; or resell or sublicense access without BuildClear's written consent.

BuildClear may suspend or terminate access immediately for violations of this Section 8, without prior notice if the violation poses an imminent threat to the Service, other customers, or third parties.

9. Fees and Payment

9.1 Subscription Fees

Customer will pay the fees for its plan. Fees are in U.S. dollars and exclude taxes. BuildClear offers a free tier with limited features, and paid plans are billed in advance on a recurring basis.

9.2 Payment Terms

Fees are charged in advance to Customer's credit card. By subscribing to a paid plan, Customer authorizes recurring charges at the start of each billing cycle.

9.3 Failed Payments

If a payment fails, BuildClear may retry the charge and notify Customer, and may suspend access until the balance is paid.

10. Data Security

10.1 Security Measures

BuildClear implements commercially reasonable administrative, technical, and physical security measures to protect Customer Data from unauthorized access, disclosure, alteration, and destruction. The Data Processing Agreement at buildclear.ai/dpa applies to BuildClear's processing of Personal Data on Customer's behalf and is part of these Terms.

10.2 Breach Notification

If BuildClear becomes aware of a breach that affects Customer Data, it will notify affected customers without undue delay.

11. Intellectual Property

BuildClear owns the Service and everything in it, including software, models, designs and documentation. Customer gets only a limited right to use the Service during the subscription term. Neither party gets rights in the other's intellectual property except as these Terms expressly say.

12. Limitation of Liability

12.1 Aggregate Liability Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, BUILDCLEAR'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS SHALL NOT EXCEED THE TOTAL FEES PAID BY CUSTOMER TO BUILDCLEAR DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

12.2 Exclusion of Consequential Damages

IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF BUSINESS OPPORTUNITY, OR COST OF PROCUREMENT OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATED TO THESE TERMS, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF THE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

12.3 Exceptions

The limitations in this Section 12 do not apply to: (a) a party's willful misconduct or fraud; (b) death or personal injury caused by a party's negligence; or (c) Customer's obligation to pay fees under Section 9.

13. Indemnification

13.1 BuildClear Indemnification

BuildClear will defend, indemnify, and hold harmless Customer and its officers, directors, employees, and agents from and against any third-party claim, demand, suit, or proceeding alleging that Customer's authorized use of the Service infringes or misappropriates a third party's intellectual property rights. BuildClear will pay all damages finally awarded against Customer (or amounts agreed in settlement approved by BuildClear) with respect to such claims, provided that Customer: (a) promptly notifies BuildClear of the claim; (b) gives BuildClear sole control of the defense and settlement; and (c) provides reasonable cooperation at BuildClear's expense.

13.2 Customer Indemnification

Customer will defend, indemnify, and hold harmless BuildClear and its officers, directors, employees, and agents from and against any third-party claim arising out of: (a) Customer Data, including any claim that Customer Data infringes or misappropriates a third party's intellectual property rights; (b) Customer's violation of these Terms; or (c) Customer's use of the Service in a manner not authorized by these Terms or applicable law.

14. Term and Termination

14.1 Subscription Term

The subscription term begins on the date specified in the applicable order form and continues for the duration stated therein. Unless either party provides written notice of non-renewal at least thirty (30) days before the end of the then-current term, the subscription will automatically renew for successive periods equal to the initial term at the then-current pricing.

14.2 Termination for Breach

Either party may terminate these Terms if the other party materially breaches any provision and fails to cure such breach within thirty (30) days after receiving written notice specifying the breach in reasonable detail.

14.3 Effect of Termination

Upon termination or expiration of the subscription: (a) Customer's access to the Service will cease; (b) for thirty (30) days after the effective date of termination, Customer may ask BuildClear for a copy of Customer Data; and (c) after that period closes, BuildClear may delete Customer Data.

14.4 Surviving Provisions

The following sections survive termination or expiration of these Terms: Section 1 (Definitions), Section 4 (Customer Data Ownership), Section 5.2 (How BuildClear Uses Customer Data), Section 6 (Confidentiality), Section 12 (Limitation of Liability), Section 13 (Indemnification), and Section 15 (Dispute Resolution).

15. Dispute Resolution

15.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of Delaware, without regard to its conflict of laws principles.

15.2 Exclusive Jurisdiction

Any legal action or proceeding arising out of or relating to these Terms shall be brought exclusively in the federal or state courts located in the State of Delaware. Each party irrevocably consents to the personal jurisdiction and venue of such courts.

15.3 Class Action Waiver

EACH PARTY WAIVES THE RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT. ALL CLAIMS AND DISPUTES MUST BE BROUGHT IN A PARTY'S INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.

15.4 Statute of Limitations

Any claim arising out of or relating to these Terms must be brought within two (2) years after the date the event giving rise to the claim occurred. Claims brought after this period are permanently barred.

16. General Provisions

16.1 Entire Agreement

These Terms, together with any applicable order forms and data processing agreements, constitute the entire agreement between the parties with respect to the subject matter hereof and supersede all prior and contemporaneous agreements, representations, and understandings, whether written or oral.

16.2 Amendments

BuildClear may update these Terms. We'll give at least 30 days' notice of material changes by email or through the Service. Continued use after the effective date is acceptance.

16.3 Severability

If any provision of these Terms is held to be invalid or unenforceable by a court of competent jurisdiction, such provision will be modified to the minimum extent necessary to make it valid and enforceable, and the remaining provisions will continue in full force and effect.

16.4 Force Majeure

Neither party is liable for a failure or delay caused by circumstances beyond its reasonable control.

16.5 No Waiver

Failing to enforce a provision of these Terms is not a waiver of it.

16.6 Assignment

Neither party may assign these Terms without the other's written consent, except to an affiliate or to a successor in a merger, acquisition or sale of substantially all of its assets. These Terms bind permitted successors and assigns.

16.7 Notices

Notices must be in writing and sent by email or courier to the addresses in the applicable order form. Legal notices to BuildClear go to legal@buildclear.ai.