SuperConstruct Terms of Service

1.1 “Service” refers to SuperConstruct’s construction management software platform, including any updates, enhancements, and new features.

1.2 “Customer” refers to the individual or legal entity that creates an account for or subscribes to the Service, including during a free trial. An Authorized User or Registered Client who uses the Service under another Customer’s account is not, by that use alone, a Customer.

1.3 “Authorized User” means an individual authorized by the Customer to use the Service under the Customer’s account. There is no limit on the number of Authorized Users and no per-user fee.

1.4 “Customer Data” encompasses all information submitted by or on behalf of the Customer through the Service, including project details, messages, files, and other related content.

1.5 “Intellectual Property Rights” means unpatented inventions, patent applications, patents, design rights, copyrights, trademarks, service marks, trade names, domain name rights, mask work rights, know-how, and other trade secret rights, along with all other intellectual property rights, derivatives thereof, and forms of protection of a similar nature anywhere in the world.

1.6 “Improvements” means new versions, features, functionality, enhancements, upgrades, error corrections, and bug fixes to the Service made generally available to its customers by SuperConstruct, from time to time, at no additional charge.

1.7 “Registered Client” means an individual who has been invited to use the client-facing or subcontractor communication features of the Service in a limited capacity as a client or subcontractor of a Customer. Registered Clients may use the Service in that limited capacity on the inviting Customer’s projects at no charge. An organization that runs its own projects in the Service needs its own account and plan, and is a Customer in its own right.

1.8 “Registered Client Data” means information submitted by a Registered Client through the Service, including all associated job information, messages, attachments, files, tasks, to-dos, daily logs, photographs, videos, purchase history, names, addresses, contact information, and other similar content.

1.9 “Subscription” means paid access to the Service under a plan selected in the Service or set out in an Order Form.

1.10 “Order Form” means the plan selection and checkout screens in the Service through which the Customer starts or changes a Subscription, or a written order for the Service signed by both the Customer and SuperConstruct.

1.11 “Billing Period” means a calendar month for which Subscription fees are charged.

1.12 “Subscription Term” means each period during which the Customer has access to the Service under a free trial (Section 4.2) or a Subscription.

1.13 “Affiliate” means any entity that controls, is controlled by, or is under common control with a party, where “control” means ownership of more than 50% of the voting interests of the entity.

1.14 “Privacy Policy” means SuperConstruct’s Privacy Policy, available at superconstruct.io/privacy-policy.

1.15 Other Defined Terms. “ACH Terms” and “SC Payments” have the meanings given in Section 4.9, and “AI Features” and “Output” have the meanings given in Section 16.1.

2.1 Provision of the Service. During the applicable Subscription Term, SuperConstruct shall make the Service purchased under an applicable Order Form available to the Customer, its Authorized Users, and Registered Clients pursuant to the terms of this Agreement. The Service will include the features and functionality applicable to the version of the Service ordered by the Customer. SuperConstruct may update the content, functionality, and user interface of the Service from time to time at its sole discretion.

2.2 Access Rights. SuperConstruct hereby grants the Customer a non-exclusive, non-sublicensable, non-transferable (except as specifically permitted in this Agreement), revocable right to access and use the Service, pursuant to the terms of this Agreement, during the applicable Subscription Term.

2.3 Usage Rights. The Customer agrees to access and use the Service only for its own internal business purposes in accordance with this Agreement and any program rules or other documentation made available to the Customer. The Customer shall not:

• Make the Service available to, or use the Service for the benefit of, anyone other than the Customer and its Affiliates.
• Rent, sublicense, resell, assign, transfer, distribute, time-share, or otherwise exploit the Service.
• Reverse engineer, disassemble, decompile, create derivative works from, copy, modify, adapt, or hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
• Publicly display or publicly distribute the Service, including screenshots, screen captures, or videos of the Service, or provide any of them to a third party for competitive purposes, without SuperConstruct’s prior written consent. Sharing screenshots of the Service with the Customer’s own clients, lenders, owners, and project participants in the ordinary course of a project is permitted.
• Access the Service or SuperConstruct’s Confidential Information to build a competitive product or service.
• Alter, hide, or remove, or permit any third party to alter, hide, or remove, any proprietary trademark or copyright markings incorporated in, marked on, or affixed to the Service.
• Share one individual’s Login Credentials with another person. Each person needs their own login; the Customer may add, remove, or replace Authorized Users at any time at no charge.
• Purchase any services through the Service that are prohibited in the Customer’s jurisdiction.
• Use any software, devices, scripts, crawlers, robots, or other automated processes to copy, scrape, or systematically acquire any content contained within the Service without the express written consent of SuperConstruct.
• Access or use the Service:
  1. To send or store infringing, obscene, threatening, or otherwise unlawful material, including material violative of third-party privacy rights.
  2. In violation of applicable laws.
  3. To send or store material knowingly or intentionally containing software viruses, worms, Trojan horses, or other harmful computer code, files, or scripts.
  4. In a manner that interferes with or disrupts the integrity or performance of the Service (or the data contained therein).

2.4 Login Credentials; Responsibility for Use. As part of setting up its account for access to the Service, the Customer will be required to register and create one or more usernames and passwords for its Authorized Users (its “Login Credentials”). The Customer is responsible for safeguarding its Login Credentials and limiting access to its Login Credentials to the Customer’s Authorized Users. The Customer will ensure that such Authorized Users with access to Login Credentials are aware of and comply with the applicable terms of this Agreement when using the Service. The Customer will be solely responsible for any activity initiated or taken through or with respect to the Service by its Authorized Users or otherwise using the Customer’s Login Credentials.

2.5 Administration of Customer’s Account. The Customer may specify an Authorized User to be the billing owner and one or more Authorized Users to be administrators (each an “Administrator”) to manage its account, and SuperConstruct is entitled to rely on communications from an Administrator when servicing the Customer’s account. The Customer’s Administrator(s) may have the ability to access, monitor, use, and/or export Customer Data or Registered Client Data. In the event that the Customer is unable to log into SuperConstruct as an Administrator (for example, the Customer has lost the Administrator password), then the Customer authorizes SuperConstruct to request the following information, and other information if needed, in order to restore Administrator access:

• A copy of the Customer’s business license;
• A copy of the State-issued driver’s license of the individual named on the Customer’s business license.

SuperConstruct shall be entitled to rely upon the authenticity of any such documents delivered to it pursuant to this paragraph. The Customer is responsible for use of the Service by its Authorized Users and Registered Clients and for their compliance with this Agreement.

2.6 Compliance. The Customer will comply with all laws applicable to it in connection with this Agreement and the use of the Service by the Customer.

2.7 Suspension. SuperConstruct may suspend the Customer’s or any Authorized User’s access to the Service if the Customer or Authorized User:

• Violates this Agreement;
• Uses the Service in a manner that SuperConstruct reasonably believes may cause a security risk, a disruption to others’ use of the Service, or liability for SuperConstruct;
• Uses the Service for suspected fraudulent or illegal activities.

SuperConstruct may suspend the Customer’s access to the Service if any vendor of SuperConstruct has suspended or terminated SuperConstruct’s access to or use of any third-party services or products required to enable SuperConstruct to provide the Service. SuperConstruct will have no liability for any damage, liability, loss (including loss of data or profits), or any other consequence that the Customer may incur as a result of a suspension. A suspension does not delete Customer Data (see Section 13.2).

3.1 By Customer. Customer warrants that:

• This Agreement is legally binding and enforceable.
• It has obtained all necessary consents for the submission, processing, and use of Customer Data, including Registered Client Data, in compliance with applicable laws and the Privacy Policy.
• The transfer and processing of Customer Data comply with all relevant laws.

3.2 By SuperConstruct. SuperConstruct warrants that:

• This Agreement is legally binding and enforceable.
• Its performance under this Agreement does not conflict with any agreements with third parties.

3.3 Disclaimer. Except as expressly stated, the Service and all related components, including Output from AI Features (Section 16), are provided “as is” and “as available” without warranties of any kind. SuperConstruct disclaims all implied warranties, including merchantability, fitness for a particular purpose, and non-infringement. SuperConstruct does not guarantee uninterrupted, error-free, or secure Service and is not responsible for issues arising from third-party providers, the internet, or device compatibility. Some states do not allow certain warranty exclusions, so these limitations may not apply in all cases.

4.1 Subscription Fees. Subscription fees are the fees shown at checkout in the Service or set out in a signed Order Form, and current pricing is published on our pricing page. Every Subscription includes unlimited Authorized Users, with no per-user fee. Fees are billed in advance as described in Section 4.3. Fees are non-refundable unless otherwise stated in these Terms. SuperConstruct may lock access to projects while a payment is overdue, without relieving the Customer of its payment obligations; locked projects are not deleted. Disputes over fees must be reported to sales@superconstruct.io within 30 days of the charge.

4.2 Free Trial. New accounts receive a free trial of thirty (30) days. No payment method is required to start the trial, and nothing is charged during it. During the trial, the Customer may have up to the number of active projects shown in the Service. The trial ends automatically after 30 days and does not convert into a paid Subscription unless the Customer chooses to subscribe. If the Customer subscribes before the trial ends, the trial ends on that date and any remaining trial days do not carry over. If the trial ends without a Subscription, the Customer’s projects are locked, not deleted, until the Customer subscribes.

4.3 Auto-Renewal; Price Changes. Subscriptions are billed monthly in advance on the 1st day of each calendar month and renew automatically each month until cancelled under Section 4.4. SuperConstruct may change its fees by giving at least thirty (30) days’ notice by email or in the Service. A change takes effect from the first Billing Period that begins after the notice period ends. If the Customer does not agree to a change, it may cancel under Section 4.4 before the change takes effect.

4.4 Cancellation. An Authorized User with billing permission may cancel the Subscription at any time in the Service. The Customer may also cancel by emailing sales@superconstruct.io. Cancellation takes effect at the end of the current Billing Period. The Customer will not be charged again and can keep using the Service until that date. Fees for the current Billing Period are not refunded. The Customer may undo a cancellation at any time before it takes effect. After the cancellation takes effect, the Customer’s projects are paused until the Customer subscribes again; they are not deleted (see Section 13.2). No confirmation from a SuperConstruct representative is required for a cancellation to take effect.

4.5 Calculation of Fees. If adding a project partway through a month increases the Customer’s fees, the Customer is charged a prorated amount of the increase for the remaining days of that month, and the full monthly fee applies from the 1st of the following month. Completing, closing, or removing a project does not reduce the fees for the current month; any reduction applies from the 1st of the following month.

4.6 Payment Method. The Customer authorizes SuperConstruct to charge all fees when due to the payment method (such as a payment card) that the Customer adds in the Service. These charges are processed by our payment processor, Stripe, Inc. Subscription fees are separate from SC Payments, which are made by bank account under the ACH Terms (Section 4.9).

4.7 Taxes. Fees are exclusive of taxes. The Customer is responsible for applicable taxes, excluding those based on SuperConstruct’s net income. If taxes are withheld, the Customer must reimburse SuperConstruct.

4.8 Future Features and Functionality. Purchases are not contingent on future features or functionality. SuperConstruct may release updates or improvements at its discretion.

4.9 SC Payments. If the Customer or its Authorized Users use the bank-account (ACH) payment features of the Service to send or receive payments with other users (“SC Payments”), the SuperConstruct Bank Account (ACH) Payment Terms & Conditions (the “ACH Terms”), presented in the Service before you link a bank account (a copy is available from sales@superconstruct.io), apply to SC Payments and are incorporated into this Agreement. The ACH Terms set out the fees for SC Payments and the Stripe agreements that govern bank linking and ACH transactions. If the ACH Terms and these Terms conflict, the ACH Terms control for SC Payments only.

6.1 Definition. Confidential Information includes proprietary or sensitive information disclosed during this Agreement, excluding information that is public, known prior to disclosure, independently developed, or lawfully obtained from third parties.

6.2 Protection. Parties must protect Confidential Information using reasonable care, disclosing it only to representatives who need it for Agreement purposes and are bound by similar confidentiality obligations.

6.3 Equitable Relief. Breaches of confidentiality may result in irreparable harm, entitling the disclosing party to seek injunctive relief in addition to other remedies.

6.4 Compelled Disclosure. Confidential Information may be disclosed if legally required, with prior notice to the disclosing party when possible. Costs incurred for such disclosures may be reimbursed by the disclosing party.

6.5 Sensitive Information. You agree not to use the Service to store or transmit sensitive personal data subject to heightened legal requirements, such as Social Security numbers, government identification numbers, full payment card numbers, bank account login credentials, or health information. This restriction does not apply to: (a) construction project financial records the Service is designed to handle, such as schedules of values, pay applications, invoices, change orders, lien waivers, and payment records; or (b) payment card, bank account, and identity-verification information you provide through the Service’s payment flows, which is collected and processed by Stripe under Stripe’s terms and, for SC Payments, the ACH Terms.

7.1 Customer IP. Customer retains all rights to its Intellectual Property, including Customer Data and the Customer’s trademarks and logos. Customer grants SuperConstruct a license to use Customer Data to provide the Service and for the purposes described in Section 13.3, and a license to use the Customer’s trademarks and logos solely for providing the Service, subject to any branding guidelines.

7.2 SuperConstruct IP. SuperConstruct retains all rights to the Service, its Confidential Information, and related IP, including improvements and modifications. Customers may not use SuperConstruct’s marks without prior written consent.

7.3 Feedback. Customer grants SuperConstruct a royalty-free, perpetual license to use any feedback provided without obligation or confidentiality, provided it does not identify the Customer or its users.

8.1 License. SuperConstruct grants Customers, Authorized Users, and Registered Clients a limited, revocable, non-exclusive, and non-transferable license to download and use its mobile application, available on the Apple App Store and Google Play (“Application”), subject to this Agreement. All rights not expressly granted are reserved. This license is automatically revoked if the terms of this Agreement are violated.

8.2 Free Services. SuperConstruct may offer portions of the Application and its services for free (“Free Services”). Free Services may have reduced functionality, and SuperConstruct reserves the right to begin charging for these services on notice as described in Section 4.3. Purchases made through the Service are subject to the terms outlined during the transaction. If SuperConstruct discontinues the Service, it will refund any prepaid fees for the unused portion of the current Billing Period.

8.3 Source Code. This license does not grant any rights to source code, schematics, or proprietary materials. Users may not reverse engineer, disassemble, or attempt to derive source code from the Application or related software.

8.4 Prohibitions. Customers and users must not:

• Copy, modify, or create derivative works of the Application or related software.
• Remove or alter copyright notices, trademarks, or proprietary labels.
• Attempt to view, reverse compile, disassemble, or manipulate the Application’s source code.
• Distribute or rent the Application or Service to third parties.
• Use the Application to process third-party data or for unauthorized purposes.
• Breach the security of SuperConstruct’s networks or interfere with other users’ access.

8.5 Support. Email and phone support, onboarding and training are included with paid plans at no additional charge.

8.6 Uninstallation. Users can uninstall the Application via their device’s procedures for uninstalling applications. SuperConstruct may retain data collected prior to uninstallation.

8.7 Third-Party Terms. Use of the Application is subject to applicable terms of mobile carriers, device manufacturers, and third-party platforms.

8.8 Apple and Google-Specific Terms. SuperConstruct is solely responsible for its Application and related services. Apple and Google are not responsible for maintenance, support, or claims related to the Application. Usage must comply with their respective terms of service. Refunds for purchases made through Apple or Google platforms must be sought directly from them.

9.1 By Customer. Customer agrees to indemnify and hold harmless SuperConstruct, its affiliates, and their employees, officers, and directors from claims, damages, or expenses arising from:

• Breach of this Agreement.
• Misuse of the Service by the Customer or its Authorized Users.
• Use of Customer Data or Registered Client Data that infringes third-party rights.

SuperConstruct will notify the Customer promptly of any claim and provide reasonable assistance. The Customer will bear all costs related to the defense.

9.2 By SuperConstruct. SuperConstruct will indemnify the Customer against claims alleging that the Service infringes third-party intellectual property rights. SuperConstruct may choose to:

• Obtain rights for the Customer to continue using the Service.
• Modify the Service to avoid infringement.
• Terminate access and provide a prorated refund.

10.1 Limitation of Liability. Except as provided in Sections 10.3 and 10.4, SuperConstruct’s total liability for damages under this Agreement will not exceed the greater of the fees paid by the Customer in the six months preceding the claim or $100. This limitation applies to all claims, regardless of their basis.

10.2 Exclusion of Consequential Damages. SuperConstruct is not liable for indirect, incidental, special, or consequential damages, including lost profits, data loss, or reputational harm, even if advised of the possibility of such damages.

10.3 SC Payments. For claims arising out of or relating to SC Payments, the limitation of liability in the ACH Terms applies instead of Section 10.1.

10.4 Non-Waivable Rights. Nothing in this Section 10 limits liability that cannot be limited under applicable law, including any non-waivable right you have as a consumer under the Texas Deceptive Trade Practices–Consumer Protection Act.

13.1 Data Protection. SuperConstruct employs industry-standard measures to protect Customer Data from unauthorized access, use, or disclosure. Customers retain responsibility for managing access to their data.

13.2 Data Retention and Export. Customer Data is not deleted because a free trial ends, a Subscription is cancelled, or a payment is overdue. In each case, the Customer’s projects are paused or locked until the Customer subscribes again. The Customer can export its Customer Data by subscribing again or by requesting an export from sales@superconstruct.io. SuperConstruct deletes Customer Data only at the Customer’s written request or where required by law.

13.3 License to Use Data. Customers grant SuperConstruct a license to use Customer Data for purposes including:

• Improving the Service.
• Investigating potential violations of this Agreement.
• Developing new features and functionality.

Data use will comply with the Privacy Policy, and personal information will not be used to identify individuals for unlawful purposes.

13.4 Third-Party Rights. Customers must ensure all required consents are obtained for SuperConstruct to process Customer Data lawfully. Customers are responsible for removing data upon request from Registered Clients under applicable laws, such as GDPR or CCPA.

15.1 Governing Law; Venue. This Agreement is governed by the laws of the State of Texas, excluding its conflict of laws principles. Except for claims pursued in small claims court under Section 15.2, any dispute that is not subject to arbitration under Section 15.2, including any dispute with a Customer who has opted out of arbitration, will be resolved exclusively in the state courts located in Collin County, Texas, or, to the extent federal jurisdiction exists, the United States District Court for the Eastern District of Texas, Sherman Division, and each party consents to the personal jurisdiction of those courts. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply.

15.2 Mandatory Arbitration and Prohibition on Class Actions. Disputes arising from this Agreement shall be resolved through binding arbitration under the Federal Arbitration Act. Arbitration will occur in Collin County, Texas, governed by the American Arbitration Association’s commercial arbitration rules. Parties waive the right to court or jury trials, and disputes will be resolved individually—class actions are prohibited. Costs are shared equally, but each party bears its own legal fees.

Notwithstanding the above, either party may bring an individual claim in a small claims court of competent jurisdiction instead of arbitration, if the claim qualifies for that court and is pursued only on an individual basis.

You may opt out of this arbitration provision by emailing sales@superconstruct.io within 30 days after you first accept these Terms, with your name and a clear statement that you opt out. If you opt out, disputes will be resolved in the courts described in Section 15.1. Opting out here does not opt you out of the ACH Terms’ separate arbitration provision.

If a claim proceeds in court, both parties waive the right to a jury trial.

15.3 Severability. If any provision of this Agreement is found unenforceable, it shall be modified to reflect the parties’ original intent as closely as possible, and the remaining provisions shall remain in effect.

15.4 Entire Agreement. This Agreement, along with any Order Forms, the ACH Terms (for SC Payments only), the Privacy Policy, and other referenced documents, constitutes the entire agreement between the parties, superseding all prior communications and agreements. Except as provided in Section 17, any modifications must be in writing and agreed to by both parties.

15.5 No Waiver. Failure to enforce any provision of this Agreement does not constitute a waiver. Waivers must be in writing and signed by the waiving party.

15.6 Assignment. Neither party may assign this Agreement without written consent, except in the event of a merger, acquisition, or sale of all or substantially all assets.

15.7 Force Majeure. Neither party is liable for delays or failures caused by events beyond their reasonable control, including natural disasters, acts of government, or service disruptions. The affected party must notify the other and take reasonable steps to mitigate the impact.

15.8 Notices. SuperConstruct may send notices to the Customer by email to the address associated with the Customer’s account or in the Service. Notices to SuperConstruct must be sent by email to sales@superconstruct.io or by certified mail to SuperConstruct, Inc., 4601 Old Shepard Place, Suite 302E, Plano, TX 75093.

15.9 Privacy and Cookies. The Privacy Policy describes how SuperConstruct collects, uses, and shares personal data. The Cookie Policy describes how SuperConstruct uses cookies and similar technologies on its websites.

16.1 AI Features. The Service includes features that use artificial intelligence, including the SuperConstruct AI agent, AI-generated summaries, document drafting, and receipt scanning, and parts of the Service can be accessed through third-party AI platforms such as ChatGPT (together, “AI Features”). Content generated by AI Features is “Output.”

16.2 Output. Output may be inaccurate, incomplete, or out of date. Review Output before you rely on it. You are responsible for anything you sign, send, submit, or pay based on Output, including pay applications, AIA G702/G703 forms, lien waivers, and change orders. Output is not legal, financial, accounting, tax, or engineering advice.

16.3 Third-Party AI Platforms. If you access the Service through a third-party AI platform, your use of that platform is governed by its provider’s own terms.