This Master Subscription Agreement (the “Agreement”) is entered into as of the date of the last signature below or the date Customer first accepts it or accesses the Service (the “Effective Date”), by and between SubmittalAutomation.com LLC, a Texas limited liability company operating the SpecSure product (“Company,” “we,” “us,” or “our”), and the customer identified on the applicable Order Form or sign-up (“Customer” or “you”). Company and Customer are each a “Party” and together the “Parties.”
By signing an Order Form that references this Agreement, clicking to accept, or accessing or using the Service, Customer agrees to this Agreement. If you accept on behalf of an organization, you represent that you are authorized to bind that organization.
1.1 “Service” means the SpecSure software-as-a-service platform, including the websites at specsure.build, the hosted applications, application programming interfaces, and related tools, documentation, and support made available by Company.
1.2 “Order Form” means an ordering document or online order describing the subscription, plan, fees, term, and other commercial terms, which references and incorporates this Agreement.
1.3 “Customer Data” means data, documents, specifications, project spec books, submittals, files, and other content that Customer or its Authorized Users upload to, or generate within, the Service, excluding Output and Company materials.
1.4 “Authorized User” means an employee or contractor of Customer whom Customer permits to use the Service under Customer’s account.
1.5 “Output” means the reports, scores, summaries, flags, citations, and other results generated by the Service in response to Customer Data or instructions.
1.6 “Documentation” means Company’s then-current usage guides and policies for the Service, including the Acceptable Use Policy and Privacy Policy posted at specsure.build.
2.1 Access. Subject to this Agreement and payment of applicable fees, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right to access and use the Service during the Subscription Term solely for Customer’s internal business purposes and in accordance with the Documentation and any plan limits on the Order Form.
2.2 Accounts and Credentials. Customer is responsible for configuring its account, maintaining the confidentiality of login credentials, and all activity occurring under its account and those of its Authorized Users. Customer will promptly notify Company of any unauthorized use.
2.3 Restrictions. Customer will not, and will not permit any person to: (a) copy, modify, or create derivative works of the Service; (b) reverse engineer, decompile, or attempt to derive source code, models, or underlying technology, except to the extent this restriction is prohibited by law; (c) resell, sublicense, rent, or provide the Service to third parties or operate a service bureau; (d) access the Service to build or train a competing product or model; (e) circumvent usage limits or security; (f) use the Service in violation of the Acceptable Use Policy or applicable law; or (g) remove or obscure proprietary notices.
2.4 Changes to the Service. Company may modify, enhance, or discontinue features of the Service from time to time. Company will not materially decrease the core functionality of a paid subscription during a paid Subscription Term without providing a substantially similar alternative or a pro-rata refund for the affected period.
3.1 Rights to Customer Data. Customer represents and warrants that it has all rights, licenses, and permissions necessary to upload Customer Data to the Service and to allow Company to process it as described in this Agreement, including any rights needed in third-party specifications, drawings, or submittals. Customer is solely responsible for the accuracy, quality, and legality of Customer Data.
3.2 Acceptable Use. Customer will comply with, and ensure its Authorized Users comply with, the Acceptable Use Policy, which is incorporated by reference and may be updated by Company from time to time.
3.3 Equipment and Cooperation. Customer is responsible for its own hardware, software, internet access, and reasonable cooperation needed to use the Service.
4.1 Nature of the Service. The Service uses artificial intelligence and automated processing to assist with the review and preparation of construction submittals against documents and standards that Customer selects or uploads. Output is generated by probabilistic models and automated logic. It may be inaccurate, incomplete, outdated, or misleading, and it may omit issues or flag items that are not actually deficiencies.
4.2 Customer Must Verify. Customer is solely responsible for independently reviewing, validating, and confirming all Output before relying on or acting on it. Customer must not treat Output as a final determination of compliance, suitability, safety, or code conformance.
4.3 No Professional Services; No Determination. Company is not an architect, engineer, design professional, building official, code consultant, or law firm, and the Service does not provide engineering, architectural, design, legal, or other professional advice or services. The Service does not perform the submittal review that is the professional and legal responsibility of the design professional or engineer of record, does not issue approvals, “no exceptions taken,” “furnish as submitted,” rejections, stamps, certifications, or determinations of conformance with the contract documents or any code, and does not relieve any person of any duty.
4.4 Engineer of Record Retains Responsibility. The architect, engineer of record, design professional, and other licensed professionals retain sole and exclusive responsibility for reviewing submittals, exercising professional judgment, and making and issuing all approvals and final determinations, in each case applying the degree of skill, care, and judgment required by their professional and contractual obligations. Customer will not represent to any owner, contractor, public authority, or third party that Output constitutes a professional review, approval, or determination.
4.5 No Reliance for Safety-Critical Decisions. The Service is a productivity aid only. Customer assumes all risk of decisions made in connection with the Service and is responsible for ensuring that qualified personnel make all final decisions affecting construction, safety, code compliance, or contractual obligations.
5.1 Ownership. As between the Parties, Customer retains all right, title, and interest in and to Customer Data. Customer grants Company a worldwide, non-exclusive, royalty-free license to host, copy, process, transmit, display, and create derivative works of Customer Data solely as needed to provide, secure, maintain, and improve the Service and to comply with law.
5.2 Aggregated and De-identified Data. Company may collect and use usage data and may create aggregated and de-identified data derived from use of the Service (data that does not identify Customer, any individual, or any specific project) for any lawful business purpose, including operating, analyzing, and improving the Service. Company will not disclose Customer Data in identifiable form except as permitted by this Agreement or the DPA.
5.3 Privacy and Data Processing. Company’s handling of personal information is described in the Privacy Policy. Where the Parties execute a Data Processing & Confidentiality Addendum (“DPA”), it is incorporated into this Agreement and governs the processing of Customer Data, including confidentiality and security commitments.
5.4 Security. Company will maintain commercially reasonable administrative, technical, and organizational measures designed to protect Customer Data against unauthorized access, use, or disclosure. No method of transmission or storage is perfectly secure, and Company does not guarantee that Customer Data will not be accessed in error or by unlawful acts of third parties.
6.1 Company IP. Company and its licensors own all right, title, and interest in and to the Service, including all software, models, algorithms, user interfaces, templates, Documentation, and all intellectual property rights therein, and all improvements and derivatives. Except for the limited rights expressly granted, no rights are granted to Customer.
6.2 Output. As between the Parties, and subject to Company’s rights in the Service and in Customer Data licenses above, Customer may use Output for its internal business purposes in accordance with this Agreement. Company retains all rights in the templates, formats, and underlying technology used to generate Output.
6.3 Feedback. If Customer provides suggestions, ideas, or feedback about the Service, Company may use them without restriction or obligation, and Customer grants Company a perpetual, irrevocable, worldwide, royalty-free license to use and incorporate such feedback.
7.1 Definition. “Confidential Information” means non-public information disclosed by one Party (“Discloser”) to the other (“Recipient”) that is marked or reasonably understood to be confidential, including the Service’s non-public features, pricing, and Customer Data. It excludes information that is or becomes public without breach, was known to Recipient without obligation, is independently developed, or is rightfully received from a third party.
7.2 Obligations. Recipient will use Confidential Information only to perform under this Agreement, protect it with at least reasonable care, and not disclose it except to its personnel and advisors with a need to know who are bound by similar obligations. Recipient may disclose Confidential Information if required by law, provided it gives reasonable prior notice where permitted.
8.1 Fees. Customer will pay the fees stated on the applicable Order Form. Unless stated otherwise, fees are quoted and payable in U.S. dollars, are based on subscriptions purchased (not actual usage), and are non-cancelable and non-refundable except as expressly provided in this Agreement.
8.2 Payment. Unless an Order Form states otherwise, fees are invoiced in advance and due within thirty (30) days of the invoice date, or charged to the payment method on file on the applicable billing date. Late amounts accrue interest at 1.5% per month (or the maximum allowed by law, if less), and Company may suspend the Service for non-payment after reasonable notice.
8.3 Taxes. Fees exclude taxes. Customer is responsible for all sales, use, VAT, and similar taxes, excluding taxes on Company’s net income.
8.4 Fee Changes. Company may change fees effective upon renewal by giving notice at least thirty (30) days before the end of the then-current term.
9.1 Term. This Agreement begins on the Effective Date and continues until all Order Forms have expired or terminated. Each subscription runs for the term stated on its Order Form (the “Subscription Term”) and, unless an Order Form says otherwise, renews for successive periods equal to the prior term unless either Party gives written notice of non-renewal at least thirty (30) days before the end of the then-current term.
9.2 Termination for Cause. Either Party may terminate this Agreement or an affected Order Form if the other Party materially breaches and fails to cure within thirty (30) days after written notice (or immediately for breach incapable of cure). Company may terminate immediately if Customer breaches Sections 2.3, 3, 7, or the Acceptable Use Policy.
9.3 Suspension. Company may suspend access if Customer’s use poses a security risk, may harm Company or others, violates the Acceptable Use Policy or law, or if fees are overdue, using reasonable notice where practicable.
9.4 Effect of Termination. Upon termination, Customer’s right to use the Service ends and Customer will pay all amounts accrued. Each Party will, on request, return or delete the other’s Confidential Information, subject to legal retention and routine backups. Sections 1, 3.1, 4, 5.2, 6, 7, 8 (for amounts owed), 9.4, 10, 11, 12, 13, and 14 survive termination.
9.5 Data Export. For thirty (30) days after termination, Company will, upon Customer’s written request, make Customer Data available for export in a commercially reasonable format, after which Company may delete it.
10.1 Mutual. Each Party represents that it has the authority to enter into this Agreement.
10.2 Limited Service Warranty. Company warrants that, during a paid Subscription Term, the Service will perform materially in accordance with the Documentation. Customer’s exclusive remedy, and Company’s entire liability, for breach of this warranty is for Company to use commercially reasonable efforts to correct the non-conformity or, if it cannot do so within a reasonable time, to terminate the affected subscription and refund any pre-paid, unused fees for the affected period.
10.3 DISCLAIMER. EXCEPT FOR THE LIMITED WARRANTY IN SECTION 10.2, THE SERVICE, OUTPUT, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE OR OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, UNINTERRUPTED, ERROR-FREE, OR SECURE, OR THAT IT WILL IDENTIFY ALL ISSUES OR ENSURE COMPLIANCE WITH ANY SPECIFICATION, STANDARD, OR CODE.
11.1 By Customer. Customer will defend, indemnify, and hold harmless Company and its affiliates, officers, and personnel from and against any third-party claim, and all resulting damages, liabilities, settlements, costs, and reasonable attorneys’ fees, arising out of or relating to: (a) Customer Data or Customer’s use of the Service; (b) Customer’s breach of this Agreement, the Acceptable Use Policy, or applicable law; (c) Customer’s or any third party’s reliance on or use of Output, including any claim by an owner, contractor, design professional, public authority, or other person relating to a submittal, project, or determination; or (d) Customer’s violation of any third party’s rights.
11.2 By Company. Company will defend Customer against a third-party claim that the Service, as provided by Company and used in accordance with this Agreement, infringes that third party’s U.S. patent, copyright, or trademark, and will pay damages finally awarded or settlement amounts approved by Company. This obligation does not apply to claims arising from Customer Data, Output, modifications not made by Company, combinations with non-Company products, or use not permitted by this Agreement. If the Service is or may be subject to such a claim, Company may, at its option, procure a right to continue use, modify the Service, or terminate the affected subscription and refund pre-paid, unused fees. This Section states Company’s entire liability for infringement.
11.3 Procedure. The indemnified Party will give prompt notice of the claim, allow the indemnifying Party to control the defense (with the indemnified Party’s reasonable cooperation), and not settle a claim without the indemnifying Party’s consent. The indemnifying Party will not settle a claim in a way that imposes liability or admission on the indemnified Party without consent.
12.1 Exclusion of Damages. TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BUSINESS, LOSS OF GOODWILL, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
12.2 Cap. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT AND THE SERVICE WILL NOT EXCEED THE GREATER OF (A) THE TOTAL FEES PAID BY CUSTOMER TO COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE HUNDRED U.S. DOLLARS ($100).
12.3 Exceptions. The cap in Section 12.2 does not apply to Customer’s payment obligations, Customer’s indemnification obligations, or either Party’s breach of confidentiality; and the exclusions and cap do not limit liability that cannot be limited by law.
12.4 Allocation of Risk. The Parties agree that the disclaimers and limitations in this Agreement reflect a reasonable allocation of risk and are an essential basis of the bargain, and will apply even if a limited remedy fails of its essential purpose.
13.1 Governing Law. This Agreement is governed by the laws of the State of Texas, without regard to its conflict-of-laws rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.
13.2 Informal Resolution. Before starting arbitration, a Party will send a written description of the dispute to the other and the Parties will attempt in good faith to resolve it for thirty (30) days.
13.3 Binding Arbitration. Except as provided in Section 13.5, any dispute arising out of or relating to this Agreement or the Service will be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The seat and location of arbitration will be [County], Texas (or remote at the arbitrator’s discretion). The arbitration will be before a single arbitrator, conducted in English, and the award may be entered in any court of competent jurisdiction.
13.4 Class Action Waiver; Jury Waiver. TO THE MAXIMUM EXTENT PERMITTED BY LAW, DISPUTES WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS. EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL.
13.5 Carve-Outs. Either Party may (a) bring an individual claim in small-claims court, and (b) seek injunctive or other equitable relief in the state or federal courts located in [County], Texas to protect its intellectual property or Confidential Information, to which the Parties consent to personal jurisdiction and venue.
14.1 Assignment. Customer may not assign this Agreement without Company’s prior written consent. Company may assign this Agreement, including in connection with a merger, acquisition, or sale of assets. Any prohibited assignment is void.
14.2 Independent Contractors. The Parties are independent contractors; this Agreement creates no partnership, agency, or joint venture.
14.3 Publicity. Company may identify Customer as a customer and use Customer’s name and logo in customer lists and marketing, subject to Customer’s reasonable branding guidelines; Customer may opt out by written notice.
14.4 Force Majeure. Neither Party is liable for delay or failure due to causes beyond its reasonable control, including acts of God, internet or hosting failures, labor disputes, or governmental action (except payment obligations).
14.5 Compliance; Export. Each Party will comply with applicable laws. Customer will not use or export the Service in violation of U.S. export control or sanctions laws and represents it is not on any restricted-party list.
14.6 Notices. Notices to Company must be sent to legal@specsure.build and to [Company Notice Address]; notices to Customer may be sent to the email or address on the Order Form. Notices are effective on receipt.
14.7 Entire Agreement; Order of Precedence. This Agreement, together with Order Forms, the DPA, the Acceptable Use Policy, and the Privacy Policy, is the entire agreement and supersedes prior understandings. In a conflict, an Order Form controls over this Agreement for the specific deal terms; this Agreement controls over the policies for the subject matter it covers; and the DPA controls for data-processing terms. Customer purchase-order terms are rejected.
14.8 Amendment; Waiver; Severability. Except for updates to the Documentation and policies as permitted, this Agreement may be amended only in a writing signed by both Parties. A waiver must be in writing. If any provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect.