Terms of Service

1. Acceptance of Terms

By accessing or using SubcontractorAudit ("the Service"), operated by SubcontractorAudit ("Company," "we," "us," or "our"), you agree to be bound by these Terms of Service ("Terms"). If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms, and "you" refers to both you individually and the organization.

If you do not agree to these Terms, you must not access or use the Service. These Terms constitute a legally binding agreement between you and the Company.

2. Definitions

• "Service" means the SubcontractorAudit platform, including all web applications, APIs, documentation, and related services available at subcontractoraudit.com
• "Organization" means the company, firm, or legal entity that has registered for the Service
• "User" means any individual who accesses the Service on behalf of an Organization, including account owners, administrators, project managers, and viewers
• "Customer Data" means all data, files, documents, and content uploaded to or created within the Service by you or on your behalf
• "Subcontractor Portal" means the limited-access portal through which subcontractors can view compliance requirements and upload documents via magic links

3. Service Description

SubcontractorAudit is an AI-powered construction compliance management platform designed for general contractors. The Service provides:

• COI (Certificate of Insurance) compliance tracking -- automated extraction and validation of insurance certificates against project-specific requirements, including coverage types, limits, endorsements, and expiration monitoring
• Pay Application auditing -- AI-assisted review of AIA G702/G703 pay applications to detect arithmetic errors, front-loading, overbilling, retainage discrepancies, and stored material inconsistencies
• Lien Waiver verification -- validation of conditional and unconditional lien waivers for completeness, including state-specific statutory form compliance, notarization requirements, and amount reconciliation
• Subcontractor portal -- a secure portal for subcontractors to view compliance status and submit required documents without creating an account
• Integrations -- connectivity with third-party construction management platforms such as Procore

4. Accounts and Organizations

4.1 Registration

You must create an account and register an Organization to use the Service. You agree to provide accurate, current, and complete information during registration and to update such information to keep it accurate.

4.2 Account Security

You are responsible for maintaining the confidentiality of your account credentials. You must immediately notify us at [email protected] if you suspect unauthorized access to your account. You are responsible for all activities that occur under your account.

4.3 Roles and Permissions

Each Organization manages its own Users through a role-based access control system (Owner, Admin, Project Manager, Viewer). Organization Owners are responsible for assigning appropriate roles and ensuring Users have only the access necessary for their responsibilities.

4.4 Data Isolation

Each Organization's data is logically isolated from all other Organizations. You may not attempt to access, view, or modify data belonging to another Organization.

5. Acceptable Use

You agree that you will not:

• Use the Service for any unlawful purpose or in violation of any applicable federal, state, or local laws or regulations
• Upload documents containing malware, viruses, or any other malicious code, or attempt to compromise the security or integrity of the Service
• Share account credentials or provide access to unauthorized individuals, or access another Organization's data without authorization
• Reverse engineer, decompile, disassemble, or attempt to extract the source code of the Service or any part thereof
• Use automated scripts, bots, or other means to scrape data from or overload the Service beyond normal usage patterns
• Interfere with or disrupt the Service or the servers and networks connected to the Service
• Upload documents that you do not have the right to share, or that contain trade secrets belonging to parties who have not authorized their disclosure
• Resell, sublicense, or offer the Service to third parties as your own product without written authorization from us

We reserve the right to suspend or terminate your access if we reasonably believe you have violated these restrictions.

6. Your Data and Content

6.1 Ownership

You retain full ownership of all Customer Data you upload to or create within the Service. Nothing in these Terms transfers ownership of your data to us.

6.2 License Grant

You grant us a limited, non-exclusive, worldwide license to access, use, store, reproduce, and process your Customer Data solely for the purpose of (a) providing and maintaining the Service, (b) improving the Service's functionality and accuracy, and (c) complying with applicable law. This license terminates when you delete your data or your account is terminated.

6.3 Data Export

You may export your Customer Data at any time through the Service's export functionality. Upon account termination, you will have 30 days to export your data before we begin the deletion process.

6.4 Responsibility for Content

You are solely responsible for the accuracy, quality, integrity, and legality of Customer Data and for ensuring you have the right to upload and process such data through the Service.

7. AI-Powered Analysis and Limitations

7.1 Nature of AI Analysis

The Service uses artificial intelligence (powered by the Anthropic Claude API) to extract structured data from construction documents and perform compliance analysis. AI analysis is probabilistic in nature and may not always produce perfectly accurate results.

7.2 Confidence Scoring

All AI-extracted data includes confidence scores that indicate the model's certainty in its extraction. Results falling below our confidence threshold (85%) are automatically flagged for human review. You are encouraged to review all AI-extracted data, regardless of confidence score.

7.3 Not Professional Advice

The Service is a decision-support tool. It does not constitute and should not be relied upon as legal advice, insurance advice, financial advice, or professional compliance certification. You should consult qualified professionals for decisions that require professional judgment. Compliance determinations made using the Service remain your responsibility.

7.4 Human Review Responsibility

You acknowledge that AI-powered analysis supplements, but does not replace, human judgment. You are responsible for reviewing AI-generated outputs and making final compliance determinations. We are not liable for decisions made based on AI-extracted data without adequate human verification.

8. Subcontractor Portal

When you invite subcontractors to use the portal, you represent that:

• You have a legitimate business relationship with the subcontractor
• The subcontractor has consented to receive communications from the Service on your behalf
• You will not use the portal to collect information beyond what is necessary for compliance management

Subcontractors accessing the portal through magic links are bound by these Terms to the extent applicable to their use of the portal.

9. Third-Party Integrations

The Service may integrate with third-party platforms such as Procore. When you enable an integration:

• You authorize us to exchange data with the integrated platform as necessary to provide the integration features
• Third-party platforms are governed by their own terms of service and privacy policies, which you are responsible for reviewing
• We are not responsible for the availability, accuracy, or security of third-party services
• You may disconnect integrations at any time through your account settings

10. Payment Terms

10.1 Subscription Plans

The Service is offered under subscription plans as described on our Pricing page. Paid plans are billed monthly or annually based on the billing cycle you select. Fees are charged in US Dollars.

10.2 Free Trials

We may offer free trial periods at our discretion. At the end of a trial, your account will be converted to a paid subscription unless you cancel before the trial expires. We will notify you before the trial ends.

10.3 Billing and Renewals

Subscriptions automatically renew at the end of each billing period unless you cancel before the renewal date. You authorize us to charge your payment method on file for each renewal period.

10.4 Price Changes

We may modify pricing with at least 30 days' written notice before your next renewal. If you do not agree with a price change, you may cancel your subscription before the new pricing takes effect.

10.5 Refunds

All fees are non-refundable except as required by applicable law or as otherwise stated in a separate written agreement. If you believe you have been charged in error, contact us within 30 days of the charge.

11. Service Availability

We strive for 99.9% uptime but do not guarantee uninterrupted or error-free service. The Service may be temporarily unavailable due to:

• Scheduled maintenance, which we will communicate at least 48 hours in advance via email and in-platform notification
• Emergency maintenance required to address security vulnerabilities or critical bugs
• Circumstances beyond our reasonable control, including natural disasters, internet service disruptions, or third-party service outages

We will make commercially reasonable efforts to minimize downtime and provide advance notice when possible.

12. Intellectual Property

12.1 Our Intellectual Property

The Service, including its software, algorithms, user interface design, documentation, trademarks, and all related intellectual property, is owned by SubcontractorAudit or its licensors and is protected by copyright, trademark, and other intellectual property laws. These Terms do not grant you any right, title, or interest in the Service beyond the limited right to use it in accordance with these Terms.

12.2 Feedback

If you provide suggestions, ideas, or feedback about the Service ("Feedback"), you grant us a non-exclusive, perpetual, irrevocable, royalty-free license to use, incorporate, and commercialize such Feedback without obligation to you.

13. Confidentiality

Each party agrees to keep confidential all non-public information disclosed by the other party ("Confidential Information"). Confidential Information includes, but is not limited to, Customer Data, business plans, pricing information, technical specifications, and security practices. Neither party shall disclose the other party's Confidential Information to third parties except as necessary to perform obligations under these Terms, and only to recipients bound by confidentiality obligations at least as protective as those herein.

14. Indemnification

You agree to indemnify, defend, and hold harmless SubcontractorAudit and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your use of the Service; (b) your violation of these Terms; (c) your violation of any applicable law or regulation; or (d) any Customer Data you upload to the Service, including claims that such data infringes the intellectual property rights of a third party.

15. Disclaimers

THE SERVICE IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT: (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) AI-EXTRACTED DATA WILL BE ACCURATE OR COMPLETE; OR (D) THE SERVICE WILL ENSURE COMPLIANCE WITH ANY LAW, REGULATION, OR CONTRACTUAL REQUIREMENT.

16. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, SUBCONTRACTORAUDIT SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, OR ANY OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE SERVICE, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE) AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED US DOLLARS ($100).

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW.

17. Termination

17.1 Termination by You

You may terminate your account at any time by contacting us or through your account settings. Termination will take effect at the end of your current billing period unless you request immediate termination.

17.2 Termination by Us

We may suspend or terminate your access to the Service immediately if: (a) you materially breach these Terms; (b) you fail to pay fees when due after reasonable notice; (c) we are required to do so by law; or (d) we reasonably believe your use poses a security risk to the Service or other users.

17.3 Effect of Termination

Upon termination: (a) your right to access the Service ceases immediately; (b) you have 30 days to export your Customer Data; (c) after the 30-day export window, we may delete your data in accordance with our Privacy Policy; (d) any accrued payment obligations survive termination; (e) Sections 6.1 (Ownership), 12-16 (IP, Confidentiality, Indemnification, Disclaimers, Liability), and 18 (Governing Law) survive termination.

18. Governing Law and Dispute Resolution

18.1 Governing Law

These Terms and any disputes arising from or related to them shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict of law provisions.

18.2 Dispute Resolution

Before initiating formal legal proceedings, you agree to first attempt to resolve any dispute informally by contacting us at [email protected]. If a dispute cannot be resolved informally within 30 days, either party may pursue resolution through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall be conducted in the State of Delaware. The arbitrator's decision shall be final and binding.

18.3 Class Action Waiver

You agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. If for any reason a claim proceeds in court rather than through arbitration, both parties waive any right to a jury trial.

19. Changes to These Terms

We reserve the right to modify these Terms at any time. When we make material changes, we will:

• Update the "Effective date" at the top of this page
• Notify account owners via email at least 30 days before material changes take effect
• Provide a summary of changes in the notification email

Your continued use of the Service after the effective date of revised Terms constitutes your acceptance of the changes. If you do not agree with the revised Terms, you must stop using the Service before the changes take effect.

20. General Provisions

• Entire Agreement -- these Terms, together with our Privacy Policy and Cookie Policy, constitute the entire agreement between you and SubcontractorAudit regarding the Service, superseding any prior agreements
• Severability -- if any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect
• Waiver -- our failure to enforce any right or provision of these Terms shall not constitute a waiver of that right or provision
• Assignment -- you may not assign or transfer these Terms without our prior written consent. We may assign these Terms in connection with a merger, acquisition, or sale of substantially all of our assets
• Force Majeure -- neither party shall be liable for failure to perform obligations due to circumstances beyond its reasonable control, including natural disasters, war, terrorism, pandemics, labor disputes, government actions, or internet or infrastructure failures
• Notices -- we may send notices to the email address associated with your account. You may send notices to us at the address listed in the Contact section below. Notices are deemed delivered when sent by email

21. Contact

If you have questions about these Terms of Service, please contact us:

• Email: [email protected]
• Website: subcontractoraudit.com