Terms & Conditions

This Agreement is entered into between Scoreboard AI Inc., a Delaware corporation ("Scoreboard AI") and the entity or person placing an order via the Order Form ("Customer" or "you"). The "Effective Date" of this Agreement is the date set forth in the applicable Order Form (or if none is provided, the date that Customer first registers for the Services).

1. Overview. Scoreboard AI provides software services, which allows you to input information about construction projects, including designs, drawings, specifications, scope of work, and contract terms (collectively, "Inputs") in order to assist you in identifying and communicating scope and design responsibilities with internal and external stakeholders ("Outputs"). The Services are powered by a combination of Scoreboard AI's proprietary machine learning and large language models (LLMs) provided by third-party AI platforms, ("Third-Party LLM Providers"). You understand and agree Company is not a licensed architect, engineer, contractor, or subcontractor and does not provide professional architectural, engineering, or construction services. The Services are limited to the review and identification of issues within submitted construction drawings. Company makes no representations or warranties that such drawings comply with applicable building codes, standards, regulatory or other legal requirements. Furthermore, Company shall bear no responsibility for the accuracy or reliability of any estimates, pricing, scheduling, or any other construction-related information derived from the reviewed documents. Customer is advised to engage appropriately licensed and qualified professionals to review and confirm compliance with all applicable codes, standards, and project requirements.
2. Access to the Services. Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer's compliance with the terms of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), Scoreboard AI grants Customer a nonexclusive, limited, personal, nonsublicensable, nontransferable right to access and use the Scoreboard AI service(s) described in such Order Form (collectively, the "Services") during the subscription term set forth in such Order Form. Customer may only use the Services for its internal business purposes and only in accordance with Scoreboard AI's applicable official user documentation (the "Documentation").
3. Professional Services. Upon payment of any applicable fees set forth in the applicable Order Form, Scoreboard AI agrees to use commercially reasonable efforts to provide the professional services described in such Order Form. If Scoreboard AI provides professional services in excess of any agreed-upon hours estimate, or if Scoreboard AI otherwise provides additional services beyond those agreed in an Order Form, Customer will pay Scoreboard AI at its then-current hourly rates for consultation.
4. Fees; Payment. Customer shall pay Scoreboard AI the fees applicable to the subscription selected by Customer via the Subscription Page (the "Subscription") or the fees otherwise set forth in each Order Form (the "Fees"). Customer shall provide Scoreboard AI with valid and updated credit card information. Customer authorizes Scoreboard AI to charge such credit card for all Services listed in the Order Form for the initial subscription term and any renewal subscription term(s) as set forth in the section titled "Subscription Term; Termination." Such charges shall be made in advance in accordance with the Subscription or with any different billing frequency stated in the applicable Order Form. If the Order Form specifies that payment will be by a method other than a credit card, Scoreboard AI will invoice Customer in advance or otherwise in accordance with the relevant Order Form. Payments will be payable in U.S. dollars and are due within thirty (30) days from the invoice date (if applicable). Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Scoreboard AI's net income). All Fees paid are non-refundable and are not subject to set-off. Scoreboard AI reserves the right to amend the Fees upon renewal of the then-current subscription term by providing notice to Customer. Customer's continued use of the Services following the effective date of such amendment to the Fees constitutes acceptance of the amended fees. If Customer does not agree to the amended Fees, then Customer may not use the Services.
5. Customer Intellectual Property and Data. For purposes of this Agreement, "Customer Data" shall mean all Inputs and all other data, information and materials provided, uploaded, or submitted by Customer to the Services and all Outputs generated therefrom. For clarity, Customer Data shall not include weights or outputs generated by Scoreboard AI's proprietary machine learning models. Customer shall retain all right, title and interest in and to the Customer Data, including all intellectual property rights therein. Customer acknowledges and agrees that Scoreboard AI may use and display Customer Data to provide the Services and perform under this Agreement.
6. Scoreboard AI Intellectual Property. As between the parties, Scoreboard AI retains all right, title, and interest in and to (a) the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Scoreboard AI for the purposes of this Agreement, including any copies and derivative works of the foregoing, (b) weights and outputs from Scoreboard AI's proprietary machine learning models, and (c) Scoreboard AI's Confidential Information (as defined below). No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement. Customer may (but is not obligated to) provide suggestions, comments or other feedback to Scoreboard AI with respect to the Services ("Feedback") and Scoreboard AI may freely use and exploit such Feedback. Scoreboard AI may derive from the use and operation of the Services volumes, frequencies, bounce rates, performance metrics and other data that does not identify Customer or any individual ("Usage Data"), and may use and disclose Usage Data to analyze and improve the Services and for other lawful business purposes. Scoreboard AI may use Inputs and Outputs to train or otherwise improve the Services, but only if such Inputs and Outputs have been (a) de-identified so that they do not identify Customer or any individual. For these purposes (and without limiting Customer's other obligations with respect to Customer Data generally), such data is provided by Customer to Provider strictly "AS IS".
7. Customer Responsibilities. Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services (except to the extent applicable laws specifically prohibit such restriction); (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party, except with respect to Customer's clients as contemplated by the Services; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build any product or service that is competitive with any Scoreboard AI product or service or any third-party LLM; (vii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (viii) bypass any measures Scoreboard AI may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Service); (ix) represent that any Output is human-generated; or (x) "crawl," "scrape," or "spider" any page, data, or portion of or relating to the Services (or any information, data or content made available through the Services), whether through use of manual or automated means. Customer is solely responsible for the accuracy, quality, integrity, legality, reliability and appropriateness of all Customer Data. Customer shall ensure (and is solely responsible for ensuring) that it has given all notices, and obtained all rights, permissions and consents, as are necessary to use the Services and to provide Customer Data to Scoreboard AI for use as contemplated by this Agreement. Customer is solely responsible for all of Customer's activity in connection with the Services and all activity associated with the Services' user accounts provisioned to Customer, including but not limited to uploading Customer Data onto the Services. Customer shall use the Services in compliance with this Agreement and all applicable local, state, national and foreign laws, treaties and regulations and all applicable rules and professional standards in connection with Customer's use of the Services (including those related to email marketing, data privacy, international communications, export laws and the transmission of technical or personal data laws). Customer shall not use the Services in a manner that is harmful, deceptive, threatening, harassing or obscene or that violates any third-party intellectual property, contractual or other proprietary rights. Customer shall ensure that Customer Data do not contain any of the following categories of sensitive data (a) social security number, passport number, driver's license number, or similar identifier (or any portion thereof); (b) credit or debit card number (other than the truncated (last four digits) of a credit or debit card), financial information, banking account numbers or passwords; (c) employment, financial, genetic, biometric or health information; (d) racial, ethnic, political or religious affiliation, trade union membership, or information about sexual life or sexual orientation; (e) account passwords, mother's maiden name, or date of birth; (f) criminal history; (g) any other information or combinations of information that falls within the definition of "special categories of data," "sensitive data" or "sensitive personal information" under any applicable law or regulation relating to privacy or data protection; or (h) personal information of children under the age of 16. Customer shall indemnify, defend and hold harmless Scoreboard AI from and against any damages, losses, liabilities, settlements and expenses (including reasonable attorneys' fees) in connection with any claim or action that arises from any violation of the foregoing or otherwise from Customer's use of Services.
8. Confidentiality. The parties acknowledge and agree that each party (the "Receiving Party") may have access to certain confidential information ("Confidential Information") of the other party (the "Disclosing Party"). "Confidential Information" means all information provided by the Disclosing Party to the Receiving Party hereunder that is (i) proprietary and/or non-public information related to the business activities of the Disclosing Party, its subsidiaries, and its affiliates, including any business plans, strategy, pricing, or financial information; (ii) the terms of this Agreement; and/or (iii) any other information that is designated as confidential by the Disclosing Party. Confidential Information of Scoreboard AI shall also include the Services and Usage Data, and Confidential Information of Customer shall also include Customer Data. Confidential Information does not include any information that is or was, at the time of the disclosure: (a) generally known or available to the public; (b) rightfully disclosed to the Receiving Party by a third party; (c) already in Receiving Party's possession prior to the date of receipt from Disclosing Party without restriction; or (d) independently developed by the Receiving Party without reference to or use of Disclosing Party's Confidential Information, provided in each case that such information was not obtained by the Receiving Party as a result of any unauthorized or wrongful act or omission, or breach of this Agreement, or breach of any legal, ethical or fiduciary obligation owed to the Disclosing Party. At all times, the Receiving Party shall: (1) use the same standard of care to protect the Confidential Information as it uses to protect its own confidential information of a similar nature, but not less than a commercially reasonable standard of care, (2) not use the Disclosing Party's Confidential Information other than as permitted under this Agreement, and (3) not disclose, distribute, or disseminate the Confidential Information to any third party, except as permitted by this Agreement or to the extent necessary to comply with applicable law.
9. Third-Party Services. Customer acknowledges and agrees that the Services may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties (such as Third-Party LLM Providers) (collectively, "Third-Party Services"), including without limitation through integrations or connectors to such Third-Party Services that are provided by Scoreboard AI. Except as expressly provided in this Agreement, Scoreboard AI is not responsible for the operation of any Third-Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third-Party Services. Scoreboard AI does not make any representations or warranties with respect to Third-Party Services or any third-party providers, except that, with respect to providing the Services, Scoreboard AI agrees to only use Third-Party LLM Providers that agree to only use Inputs and Outputs to provide their services (and not to, for example, train their LLMs) and agree to keep such Inputs and Outputs confidential under terms consistent with the section titled "Confidentiality." Customer agrees that Customer's use of the Services will not breach or violate [any Third-Party Services' terms, policies or other agreements, including OpenAI's Service Terms, Sharing & Publication Policy and Usage Policies.
10. Subscription Term; Termination. Unless earlier terminated as provided in this Agreement, this Agreement shall begin on the effective date of the first Order Form and end as of the expiration of the last active Order Form. For each Order Form, unless otherwise provided therein or earlier terminated as provided in this Agreement, the subscription term of such Order Form shall begin as of the date of such Order Form and shall continue until the end of the subscription term set forth in such Order Form, and shall automatically renew for successive renewal subscription terms of equal duration to the initial subscription term unless either party provides notice of non-renewal prior to the end of the then-current subscription term, or, in the case of a subscription term longer than one month, at least thirty (30) days prior to the end of the then-current subscription term. Either party may terminate this Agreement for the other party's material breach that remains uncured thirty (30) days (ten (10) days in the case of a one-month subscription term) after the terminating party provides the breaching party notice of such breach. Without limiting the foregoing, Scoreboard AI may suspend Customer's access to the Services if Customer's account is more than sixty (60) days past due. All provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation accrued payment obligations, confidentiality obligations, ownership provisions, warranty disclaimers, indemnification obligations and limitations of liability.
11. Indemnification. Each party ("Indemnitor") shall indemnify, defend and hold harmless the other party, its affiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives (collectively, the "Indemnitee") from and against all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys' fees) ("Losses"), that arise from or relate to any claim that (a) in the case of Customer as Indemnitor, the Customer Data or Customer's use of the Services infringes, violates, or misappropriates any third-party intellectual property, proprietary or contractual right or violates any applicable law, or (b) in the case of Scoreboard AI as Indemnitor, the Services infringe, violate, or misappropriate any third-party intellectual property or proprietary right. Each Indemnitor's indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim (provided that a failure to provide such notice shall only relieve the Indemnitor of its indemnification obligations if the Indemnitor is materially prejudiced by such failure); (ii) the option to assume sole control over the defense and settlement of any claim (provided that the Indemnitee may participate in such defense and settlement at its own expense); and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor's expense). The foregoing obligations of Scoreboard AI do not apply with respect to the Services or any information, technology, materials or data (or any portions or components of the foregoing) to the extent (i) not created or provided by Scoreboard AI (including without limitation any Customer Data), (ii) made in whole or in part in accordance to Customer specifications, (iii) modified after delivery by Scoreboard AI, (iv) combined with other products, processes or materials not provided by Scoreboard AI (where the alleged Losses arise from or relate to such combination), (v) where Customer continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement, or (vi) Customer's use of the Services is not strictly in accordance herewith.
12. Warranty; Disclaimer. Scoreboard AI will provide the Services and any other services provided hereunder in a professional and workmanlike manner. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES AND PROFESSIONAL SERVICES (IF ANY) ARE PROVIDED "AS IS" AND "AS AVAILABLE" AND ARE WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE, USAGE OF TRADE, OR COURSE OF DEALING, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. OUTPUTS MAY CONTAIN INACCURATE OR INCOMPLETE INFORMATION AND Scoreboard AI MAKES NO REPRESENTATIONS OR WARRANTIES AND PROVIDES NO INDEMNITIES WITH RESPECT THERETO; CUSTOMER AND ITS END USERS ARE RESPONSIBLE FOR ALL DECISIONS MADE, ADVICE GIVEN, ACTIONS TAKEN, AND FAILURES TO TAKE ACTION BASED ON THEIR USE OF THE SERVICES. CUSTOMER ACKNOWLEDGES AND AGREES THAT Scoreboard AI IS NOT PROVIDING LEGAL, FINANCIAL, TAX, ARCHITECTURAL, ENGINEERING OR ANY OTHER ADVICE, AND THAT CUSTOMER IS ADVISED TO CONSULT WITH ITS OWN PROFESSIONAL, LEGAL AND FINANCIAL ADVISORS AND TAX EXPERTS. CUSTOMER IS ADVISED TO SAFEGUARD CUSTOMER DATA AND ITS OTHER DATA, TO USE CAUTION AND NOT TO RELY IN ANY WAY ON THE CORRECT FUNCTIONING OR PERFORMANCE OF THE SERVICES OR DOCUMENTATION. CUSTOMER IS ADVISED TO MAKE COPIES OF THE CUSTOMER DATA AND ITS OTHER DATA AND NOT TO RELY ON THE SERVICES AS A DATABASE.
13. Limitation of Liability. EXCEPT FOR EACH PARTY'S INDEMNIFICATION OBLIGATIONS, EACH PARTY'S CONFIDENTIALITY OBLIGATIONS RESULTING FROM ITS GROSS NEGLIGENCE OR WILLFUL MISCONDUCT AND FOR CUSTOMER'S BREACH OF THE SECTION TITLED "CUSTOMER RESPONSIBILITIES," IN NO EVENT SHALL EITHER PARTY, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SUBJECT MATTER OF THIS AGREEMENT (A) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (HOWEVER ARISING), OR (B) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE FEES PAID (OR PAYABLE) BY CUSTOMER TO Scoreboard AI HEREUNDER IN THE TWELVE (12) MONTHS PRIOR TO THE EVENT GIVING RISE TO A CLAIM HEREUNDER (THE "GENERAL LIABILITY CAP"). NOTWITHSTANDING ANYTHING TO THE CONTRARY, EITHER PARTY'S AGGREGATE LIABILITY ARISING FROM OR RELATED TO ITS INDEMNIFICATION AND CONFIDENTIALITY OBLIGATIONS SHALL NOT EXCEED TWO TIMES (2X) THE GENERAL LIABILITY CAP. NOTHING IN THIS AGREEMENT WILL LIMIT, EXCLUDE, OR RESTRICT A PARTY'S LIABILITY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
14. Pilot Period. If Customer signed up for the Services under a pilot, the pilot expires on the last day of the pilot period specified in the Order Form (the "Pilot Period"). Unless Customer has terminated this Agreement on or prior to the last day of the Pilot Period, this Agreement shall automatically continue in accordance with the terms of this Agreement and Scoreboard AI may immediately charge Customer for the Services in accordance with the payment terms set forth under this Agreement. Additional pilot terms and conditions may appear on the Order Form or the pilot's promotions page. Any such additional terms and conditions are hereby incorporated into this Agreement by reference and are legally binding. Customer may only sign up for one pilot. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, DURING THE PILOT PERIOD, THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT ANY WARRANTY AND Scoreboard AI SHALL HAVE NO INDEMNIFICATION OBLIGATIONS NOR LIABILITY OF ANY TYPE WITH RESPECT TO THE SERVICES FOR THE PILOT PERIOD UNLESS SUCH EXCLUSION OF LIABILITY IS NOT ENFORCEABLE UNDER APPLICABLE LAW, IN WHICH CASE Scoreboard AI'S LIABILITY WITH RESPECT TO THE SERVICES PROVIDED DURING THE PILOT PERIOD SHALL NOT EXCEED $1,000.00. WITHOUT LIMITING THE FOREGOING, Scoreboard AI, ITS AFFILIATES AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO CUSTOMER THAT: (A) CUSTOMER'S USE OF THE SERVICES DURING THE PILOT PERIOD WILL MEET CUSTOMER'S REQUIREMENTS, (B) CUSTOMER'S USE OF THE SERVICES DURING THE PILOT PERIOD WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR (C) ANY OUTPUTS OR OTHER DATA PROVIDED DURING THE PILOT PERIOD WILL BE ACCURATE, OR (D) HUMANS GENERATE ANY OUTPUTS. NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, CUSTOMER SHALL BE FULLY LIABLE UNDER THIS AGREEMENT TO Scoreboard AI AND ITS AFFILIATES FOR ANY DAMAGES ARISING OUT OF CUSTOMER'S USE OF THE SERVICES DURING THE PILOT PERIOD, ANY BREACH BY CUSTOMER OF THIS AGREEMENT AND ANY OF CUSTOMER'S INDEMNIFICATION OBLIGATIONS HEREUNDER. CUSTOMER SHALL REVIEW THE APPLICABLE SERVICES DOCUMENTATION DURING THE PILOT PERIOD TO BECOME FAMILIAR WITH THE FEATURES AND FUNCTIONS OF THE SERVICES BEFORE MAKING A PURCHASE.
15. How to Contact Scoreboard AI. Please contact Scoreboard AI at charles@scoreboardai.net with any questions or concerns about the Services or these Terms & Conditions.
16. Additional terms. During the Pilot Period, Customer agrees to provide regular feedback about the Services, including by participating in biweekly 30-minute meetings with Scoreboard AI. Scoreboard AI has the right to use customer name logo for marketing purposes.
17. Automatic renewal. 3-month Pilot Period begins on the date of this Order Form (or if none is provided, the date that Customer first registers for the Services); 1-year initial subscription term thereafter that automatically renews for successive 1-year renewal subscription terms, unless terminated in accordance with the Terms & Conditions.
18. Miscellaneous. This Agreement represents the entire agreement between Customer and Scoreboard AI with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Scoreboard AI with respect thereto. In the event of a conflict between these Terms & Conditions and any Order Form, such Order Form shall govern. The Agreement shall be governed by and construed in accordance with the laws of the State of Delaware, excluding its conflicts of law rules, and any dispute between the parties related to the subject matter of this Agreement will be resolved by binding arbitration in the English language in the State of Delaware under the rules of JAMS; the decision of the arbitrator will be enforceable in any court. All notices under this Agreement will be sent via email. All notices to Scoreboard AI must be sent to charles@scoreboardai.net, and all notices to Customer must be sent to the email address set forth in the applicable Order Form, or in each case, at such other email address as may be given in writing by either party to the other in accordance with this Section. Notice will be treated as given on receipt, as confirmed by written or electronic records. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing, and no waiver of any provision of this Agreement shall be effective unless in writing and signed by the waiving party. Except for payment obligations, neither party shall be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond such party's reasonable control, including without limitation the elements; fire; flood; severe weather; earthquake; vandalism; accidents; sabotage; power failure; denial of service attacks or similar attacks; Internet failure; acts of God and the public enemy; acts of war; acts of terrorism; riots; civil or public disturbances; strikes lock-outs or labor disruptions; pandemics; epidemics; any laws, orders, rules, regulations, acts or restraints of any government or governmental body or authority, civil or military, including the orders and judgments of courts. Neither party may assign any of its rights or obligations hereunder without the other party's consent; provided that (i) either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party's business relating to this Agreement, and (ii) Scoreboard AI may utilize subcontractors in the performance of its obligations hereunder. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement and neither party has any authority of any kind to bind the other in any respect. Customer agrees to allow Scoreboard AI to use and display Customer's name and logo on Scoreboard AI's website and in Scoreboard AI's promotional materials to identify Customer as a customer. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees. If any provision of this Agreement is held to be unenforceable or invalid, that provision shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable. The failure of either party to act with respect to a breach of this Agreement by the other party shall not constitute a waiver and shall not limit such party's rights with respect to such breach or any subsequent breaches.