Terms of Service

1. Acceptance of these Terms

These Terms of Service ("Terms") form a binding agreement between AOS Construction Software LLC, a Wyoming limited liability company ("AOS," "we," "us," or "our"), and the entity or person ("Customer," "you," or "your") that accesses or uses our software-as-a-service platform, our website at aos.build, or any related services (collectively, the "Service"). By creating an account, signing an order form referencing these Terms, or otherwise using the Service, you agree to be bound by these Terms. If you accept on behalf of an organization, you represent that you have authority to bind that organization, and "Customer" means that organization.

If a separately signed master services agreement, order form, or addendum exists between you and AOS, the terms of that document control over any conflicting provisions in these Terms.

2. The Service

AOS provides a cloud-based construction operations platform that includes, depending on the plan you have purchased, modules for project management, estimating, invitations to bid, change orders, AIA-style pay applications, accounts payable, accounting integrations, field operations, owner and subcontractor portals, and related reporting and intelligence features.

The specific modules and capacity (such as user count, project count, and integrations) included with your subscription are set by your selected plan as described on the Service or in a written order form. We may add, modify, or discontinue features over time; we will not materially decrease the core functionality of a paid plan during a paid term.

3. Accounts & eligibility

To use the Service you must (a) be at least 18 years old, (b) be capable of entering into a binding contract, and (c) not be barred from receiving the Service under applicable law.

During the beta period, the Service is available to US-based customers only. You must be a business entity formed in, and operating from, the United States. We expect to expand availability to additional countries after beta; until then, accounts opened from outside the United States may be declined or closed.

You are responsible for keeping your account credentials confidential, for any actions taken under your account, and for ensuring that authorized users you invite to the Service comply with these Terms. Notify us promptly at security@aos.build if you suspect unauthorized access to your account.

You are responsible for the accuracy of the information you provide, including the email addresses and phone numbers you enter for your users.

4. Access & permitted use

Subject to your compliance with these Terms and payment of applicable fees, AOS grants you a non-exclusive, non-transferable, non-sublicensable, revocable right to access and use the Service during your subscription term solely for your internal business purposes.

You will not, and will not permit any user or third party to:

• Reverse engineer, decompile, or disassemble the Service, or attempt to derive the source code, except to the extent expressly permitted by applicable law that may not be waived by contract.
• Resell, sublicense, time-share, or rent the Service.
• Use the Service to build a competing product or to benchmark the Service for a competitor.
• Use the Service in violation of applicable law, including export control, anti-bribery, privacy, or labor laws.
• Upload or transmit any content that is unlawful, infringing, defamatory, malicious code, or otherwise objectionable.
• Interfere with or disrupt the Service or attempt to access it through any means other than the interfaces we provide.
• Circumvent any access, capacity, or rate limit, including by creating multiple accounts to exceed user or project limits.

We may suspend access (with notice where practical) if your use of the Service threatens the security, availability, or integrity of the Service or violates these Terms.

5. Customer data & ownership

Your data is yours. As between you and AOS, you retain all right, title, and interest in and to the data, content, and materials that you or your users submit to the Service ("Customer Data"), subject to AOS's underlying rights in the Service itself.

You grant AOS a limited, worldwide, royalty-free license to host, process, copy, transmit, and display Customer Data solely as necessary to provide and support the Service, to prevent or address technical or security issues, and to comply with applicable law.

AOS does not sell Customer Data and does not use Customer Data to train artificial-intelligence models for the benefit of third parties. We may use aggregated, de-identified data derived from Service operations to improve the Service and produce industry benchmarks; aggregated data does not identify you or your users.

You are responsible for ensuring you have all rights and consents necessary to provide Customer Data to AOS, including consents required from your employees, subcontractors, and project owners under applicable law.

On termination of your subscription, you may export Customer Data through the export tools we provide. After a wind-down period (typically 30 days), we will delete or de-identify Customer Data in accordance with our retention schedule, except as required by law or for the resolution of an active dispute.

6. Fees, billing & taxes

You will pay the subscription fees described on the Service or in a written order form. Unless otherwise stated:

• Annual subscriptions are billed in advance for the term.
• Monthly subscriptions are billed in advance each month.
• Fees are non-refundable except as expressly stated in these Terms or required by law.
• Fees are exclusive of applicable taxes, which you are responsible for, except for taxes based on AOS's net income.

If we are unable to collect a payment when due, we may suspend or terminate access until the amount is paid. Past-due amounts accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law. We may change pricing at the start of a renewal term on at least 30 days' written notice.

7. Term, suspension & termination

The initial subscription term and any renewals are set by your plan or order form. Subscriptions auto-renew for additional terms of the same length unless either party gives written notice of non-renewal at least 30 days before the end of the then-current term.

Either party may terminate for cause if the other materially breaches these Terms and does not cure within 30 days of written notice. AOS may suspend or terminate immediately for non-payment, security threats, or violations of Section 4.

On termination: your access ends, you remain liable for fees accrued before termination, and AOS will provide a reasonable opportunity for you to export Customer Data using the tools we provide. Sections that by their nature should survive termination — including 5 (data), 6 (fees), 8 (IP), 11 (confidentiality), 12 (warranties), 13 (indemnification), 14 (liability), 15 (law), and 17 (general) — will survive.

8. Intellectual property

AOS and its licensors own and retain all right, title, and interest in and to the Service, including all software, designs, documentation, and trademarks. No license or right is granted to you other than the limited access right described in Section 4.

If you provide AOS with feedback, suggestions, or ideas about the Service ("Feedback"), you grant AOS a perpetual, irrevocable, royalty-free license to use that Feedback to operate and improve the Service, without obligation or compensation.

9. Third-party services & integrations

The Service may integrate with third-party services — including accounting platforms, payment and card-issuing platforms, project management platforms, identity providers (Google, Microsoft), communication providers (Twilio), and cloud-infrastructure providers (Amazon Web Services) — as well as other integrations you authorize. Your use of those services is governed by the third party's own terms; AOS is not responsible for their availability, performance, or actions. Where you authorize an integration, you authorize AOS to exchange Customer Data with that service as necessary to provide the integration.

10. SMS / messaging consent

By providing a mobile number to AOS — directly or through your employer's authorized administration of the Service — you consent to receive SMS messages from AOS as described in our Privacy Policy, Section 4. Standard message and data rates may apply. You may opt out at any time by replying STOP; reply HELP for help. Some account-critical messages (such as two-factor authentication) may continue while you have an active account; to fully revoke consent, close your account.

AOS does not share or sell mobile phone numbers or SMS opt-in data with third parties or affiliates for marketing or promotional purposes.

11. Confidentiality

"Confidential Information" means non-public information disclosed by one party to the other that is identified as confidential or that a reasonable person would understand to be confidential. The receiving party will (a) use Confidential Information only to perform under these Terms, (b) protect it with at least the same care it uses to protect its own confidential information of like importance (and no less than reasonable care), and (c) limit access to employees and contractors under written confidentiality obligations no less protective than these.

Confidential Information does not include information that (i) is or becomes public through no fault of the receiving party, (ii) was rightfully known to the receiving party before disclosure, (iii) is rightfully obtained from a third party without restriction, or (iv) is independently developed without use of the disclosing party's Confidential Information.

12. Warranties & disclaimers

Each party represents that it has the authority to enter into these Terms. AOS will use commercially reasonable efforts to make the Service available consistent with the Service Level Commitment associated with your plan, where one applies.

Except as expressly stated in these Terms, the Service is provided "AS IS" and AOS disclaims all other warranties, express or implied, including merchantability, fitness for a particular purpose, title, and non-infringement. AOS does not warrant that the Service will be uninterrupted, error-free, or secure against every possible threat, that defects will be corrected, or that results obtained from the Service will be accurate. The Service is not a substitute for licensed professional services, including legal, accounting, engineering, or architectural review; outputs and analytics are informational and require human judgment.

13. Indemnification

You will defend, indemnify, and hold harmless AOS and its affiliates, officers, directors, employees, and agents from any third-party claim, loss, or damage (including reasonable attorneys' fees) arising from (a) your or your users' use of the Service in breach of these Terms or applicable law, (b) Customer Data, including any claim that Customer Data infringes the rights of a third party or violates applicable law, or (c) any dispute between you and a third party — including your customers, employees, subcontractors, or owners — arising out of your business activities for which you used the Service.

AOS will defend you against any third-party claim alleging that the Service, when used in accordance with these Terms, infringes a U.S. patent, copyright, or trademark, and will pay damages finally awarded against you by a court of competent jurisdiction or amounts AOS agrees to in settlement. AOS's obligations do not apply to claims arising from (i) your combination of the Service with anything not provided by AOS, (ii) modifications to the Service not made by AOS, (iii) Customer Data, or (iv) use of the Service after AOS has notified you to discontinue use due to a claim. If the Service becomes the subject of a covered claim, AOS may at its option modify the Service, procure a license, or terminate the affected portion of the Service and refund any prepaid unused fees. This Section states AOS's entire liability for infringement claims.

14. Limitation of liability

To the maximum extent permitted by applicable law, neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, revenue, goodwill, or data, even if advised of the possibility.

Each party's aggregate liability arising out of or related to these Terms — for any cause and under any theory — will not exceed the amounts paid or payable by Customer to AOS for the Service in the twelve (12) months preceding the event giving rise to the liability.

The foregoing limitations do not apply to (a) Customer's obligations to pay fees, (b) either party's obligations under Section 13 (Indemnification), (c) breaches of Section 4 (Access & permitted use) or Section 11 (Confidentiality), or (d) liability that cannot be limited under applicable law.

15. Governing law & disputes

These Terms are governed by the laws of the State of Wyoming, without regard to its conflicts-of-law rules. The U.N. Convention on Contracts for the International Sale of Goods does not apply.

The parties will attempt in good faith to resolve any dispute through informal negotiation before formal proceedings. If a dispute cannot be resolved within 30 days, it will be brought exclusively in the state or federal courts located in Laramie County, Wyoming, and the parties consent to personal jurisdiction and venue there. Each party waives any right to a jury trial. You agree that any claim must be brought in your individual capacity, not as a plaintiff or class member in any class or representative action.

16. Changes to these Terms

We may update these Terms from time to time. If a change is material, we will provide at least 30 days' advance notice by email to the account contact, by in-Service notice, or both. Changes that are not material take effect on posting. Your continued use of the Service after the effective date constitutes acceptance. If you do not agree to a material change, your sole remedy is to terminate your subscription before the change takes effect; we will refund the unused portion of any prepaid fees for the affected term.

17. General

Independent contractors. The parties are independent contractors. These Terms do not create an agency, partnership, joint venture, or employment relationship.

Force majeure. Neither party is liable for delay or failure to perform due to causes beyond its reasonable control, including acts of God, government action, network failures, and pandemics.

Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign to a successor in connection with a merger, acquisition, or sale of substantially all assets, on written notice.

Notices. Notices to AOS must be sent to legal@aos.build with a copy to our mailing address below. Notices to Customer will be sent to the email or address on file. Notices are effective on receipt (or, for email, on confirmed delivery).

Severability. If any provision is held unenforceable, the remainder will continue in full force, and the unenforceable provision will be modified to the minimum extent necessary to make it enforceable.

No waiver. A failure to enforce any provision is not a waiver of the right to do so later.

Entire agreement. These Terms, together with the Privacy Policy and any signed order form, constitute the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous understandings.

18. Contact

Questions about these Terms:

• Legal: legal@aos.build
• General: hello@aos.build
• Mailing address: AOS, Wyoming, USA