Terms of Service

1. The Service

VerSpecify provides software that uses automated and artificial-intelligence-assisted methods to compare construction submittals, product information, specifications, and related project documents and to identify potential matches, omissions, inconsistencies, exceptions, or discrepancies (the "Service"). Features may include document ingestion, extraction, comparison, summaries, citations, collaboration, and report generation.

2. Preliminary assistance only; no professional service or approval

The Service is a preliminary review and workflow aid. VerSpecify is not an architect, engineer, contractor, code official, attorney, testing laboratory, certification body, or other licensed professional. The Service does not provide architectural, engineering, construction, code, legal, safety, procurement, or contractual advice and does not perform the duties of any project professional.

Outputs may be incomplete, inaccurate, outdated, or based on ambiguous, missing, illegible, conflicting, or incorrectly classified source material. A "compliant," "match," "pass," or similar label means only that the automated comparison did not identify a discrepancy under the then-current process; it is not approval, certification, warranty, or confirmation of compliance.

Customer must independently review all outputs against the complete governing contract documents and obtain all approvals required from the architect, engineer, owner, contractor, authority having jurisdiction, manufacturer, or other responsible party. No output authorizes purchasing, fabrication, substitution, installation, payment, schedule changes, or proceeding with work.

3. Customer responsibilities

• ▪Provide complete, current, legible, properly organized, and authorized documents.
• ▪Designate qualified personnel to review outputs and make all project decisions.
• ▪Resolve conflicts among specifications, drawings, addenda, approved substitutions, RFIs, codes, and other governing documents.
• ▪Confirm product availability, compatibility, installation requirements, warranties, listings, testing, and code requirements directly with responsible professionals and manufacturers.
• ▪Maintain independent copies of source documents and final project records.
• ▪Use reasonable judgment and promptly report suspected errors or security issues.

4. Accounts, workspaces, and authorized users

Customer is responsible for its account, workspace administrators, authorized users, credentials, permissions, and all activity under its accounts. Each user must provide accurate information, keep credentials confidential, and promptly report unauthorized access. Accounts may not be shared among individuals. Workspace administrators may control access to Customer Content and reports and may add or remove users.

5. Customer Content and permissions

"Customer Content" means documents, data, prompts, instructions, comments, and other material submitted to or generated through the Service for Customer. As between the parties, Customer retains its rights in Customer Content. Customer grants VerSpecify a limited, nonexclusive license to host, copy, transmit, process, display, and create technical derivatives of Customer Content solely to provide, secure, support, and improve the Service as permitted by these Terms and the Privacy Policy.

Customer represents that it has all rights, permissions, and lawful bases necessary to submit Customer Content and permit its processing. Customer must not upload material subject to restrictions that prohibit processing by VerSpecify or its disclosed subprocessors.

6. Confidentiality

Each party may receive nonpublic information designated as confidential or that reasonably should be understood as confidential. The receiving party will use it only to perform or receive the Service, protect it using reasonable care, and disclose it only to personnel and service providers with a need to know and confidentiality obligations. These duties do not apply to information that is public without breach, already lawfully known, independently developed, or lawfully received without restriction. Legally compelled disclosure may be made after notice where legally permitted.

7. AI providers and service providers

The Service may transmit relevant Customer Content to disclosed AI, cloud-hosting, database, authentication, payment, analytics, and support providers to operate the Service. The current Subprocessor List identifies material providers. VerSpecify will not represent that providers do not retain or train on Customer Content unless the applicable contractual terms and configuration support that statement.

8. Intellectual property

VerSpecify and its licensors own the Service, software, workflows, interfaces, models or model orchestration, documentation, branding, and related intellectual property, excluding Customer Content. Subject to payment and compliance with these Terms, VerSpecify grants Customer a limited, nonexclusive, nontransferable right to access and use the Service during the subscription term for its internal business purposes.

Customer may provide feedback. Customer grants VerSpecify a perpetual, worldwide, royalty-free right to use feedback without identifying Customer or disclosing Customer Confidential Information.

9. Acceptable use

Customer must comply with the Acceptable Use Policy, which is incorporated into these Terms. Customer may not circumvent security, misuse the Service, upload content without authority, interfere with other customers, or use the Service to make unsupervised safety-critical or professional decisions.

10. Fees, billing, taxes, and cancellation

Paid plans, usage allowances, overages, billing intervals, and prices are described at https://verspecify.com/pricing. Customer authorizes recurring charges using its selected payment method. Fees are nonrefundable, except where required by applicable law, except as required by law or expressly stated in an Order Form. Customer is responsible for applicable taxes other than taxes on VerSpecify's net income. Subscriptions renew automatically for successive monthly or annual periods unless canceled before renewal. Cancellation stops future renewal but does not retroactively refund the current period unless expressly stated. VerSpecify may suspend service for overdue amounts after 30 days' notice.

11. Trials and beta features

Trials, previews, experimental features, and beta features are provided as available, may change or end at any time, may have reduced support, and should not be used for production or high-risk decisions unless VerSpecify expressly agrees otherwise in writing.

12. Availability, changes, and support

VerSpecify may modify the Service to improve functionality, security, or legal compliance. Material reductions to paid core functionality will be handled as stated in the applicable Order Form. Support channels and service levels, if any, are stated at https://verspecify.com/support. No uninterrupted or error-free operation is promised unless an executed agreement expressly provides otherwise.

13. Security and data retention

VerSpecify will maintain reasonable administrative, technical, and organizational safeguards appropriate to the Service and Customer Content. Customer acknowledges that no system is perfectly secure. Retention and deletion are described in the Privacy Policy, DPA, and applicable Order Form. Customer should export records it is legally or contractually required to preserve.

14. Third-party services

The Service may interoperate with third-party products. VerSpecify is not responsible for third-party services, terms, changes, availability, or acts, except to the extent expressly required by law or contract. Customer authorizes integrations it enables.

15. Warranty disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE AND ALL OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." VERSPECIFY DISCLAIMS ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, COMPLIANCE, AND RESULTS. VERSPECIFY DOES NOT WARRANT THAT OUTPUTS WILL IDENTIFY EVERY DISCREPANCY OR THAT USE WILL PREVENT DELAY, REWORK, PROCUREMENT ERROR, DEFECT, CLAIM, LOSS, OR CODE OR CONTRACT NONCOMPLIANCE.

16. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, REVENUE, BUSINESS, DATA, GOODWILL, PROCUREMENT COSTS, DELAY DAMAGES, LIQUIDATED DAMAGES, REWORK, REMOVAL, REINSTALLATION, SUBSTITUTION, OR PROJECT INTERRUPTION, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, VERSPECIFY'S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE WILL NOT EXCEED the fees paid or payable by Customer for the Service during the 12 months immediately preceding the event giving rise to the claim. The exclusions and cap do not apply to liability that cannot lawfully be excluded or limited.

17. Indemnification

Customer will defend, indemnify, and hold harmless VerSpecify and its affiliates, officers, employees, and agents from third-party claims arising from Customer Content, Customer's lack of rights to submit content, Customer's violation of law or these Terms, or Customer's use of outputs to make project decisions without required professional review. Procedures, control of defense, exclusions, and any reciprocal obligations must be finalized in the applicable agreement.

18. Suspension and termination

VerSpecify may suspend access when reasonably necessary to address security risk, illegal use, material breach, nonpayment, or harm to the Service or others. Either party may terminate as provided in an Order Form or if the other materially breaches and fails to cure within 30 days. Upon termination, access ends and Customer Content will be handled under the retention schedule, subject to legal obligations and backup cycles.

19. Governing law and disputes

These Terms are governed by the laws of Louisiana, excluding conflict-of-law rules. The parties agree to exclusive jurisdiction and venue in the state courts located in Livingston Parish, Louisiana, or, where federal jurisdiction exists, the United States District Court for the Middle District of Louisiana. Either party may seek temporary or injunctive relief in a court of competent jurisdiction to protect confidential information, security, or intellectual-property rights. TO THE EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY IN AN ACTION ARISING FROM OR RELATING TO THE SERVICE OR THESE TERMS.

20. Changes to these Terms

VerSpecify may update these Terms. For material changes, VerSpecify will provide reasonable notice and, where appropriate, require renewed affirmative acceptance. Changes apply prospectively from their effective date. Continued use alone will not be treated as consent where affirmative consent is legally or contractually required.

21. General

These Terms, incorporated policies, and any Order Form are the entire agreement concerning the Service and supersede prior discussions. If an Order Form conflicts with these Terms, the Order Form controls for that Customer. Neither party may assign the agreement except without the other party's consent to an affiliate or in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets. Failure to enforce is not a waiver. Invalid provisions will be limited to the minimum extent necessary. Notices must be sent to the addresses stated in the Order Form or to support@verspecify.com.