Terms of Service

Welcome to Guthrie AI. These Terms of Service ("Terms") govern your access to and use of the Guthrie AI website, platform, applications, and related services (collectively, the "Service") operated by Guthrie AI ("Guthrie AI," "we," "us," or "our").

By accessing, registering for, or using the Service, you agree to be bound by these Terms. If you are entering into these Terms on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. If you do not agree to these Terms, you must not use the Service.

1. Eligibility

To use the Service, you must be at least 18 years of age and legally capable of entering into binding contracts. The Service is intended for business use by construction contractors, subcontractors, estimators, preconstruction professionals, and other commercial entities. By using the Service, you represent and warrant that you meet these requirements and that you will comply with all applicable laws and regulations.

2. The Service

Guthrie AI provides an AI-powered preconstruction and bid management platform designed to assist commercial construction professionals. The Service combines proprietary AI workflows ("AI Apprentice") with a dedicated human Estimating Agent Manager to support activities such as:

• Document organization, scope review, and 30-minute project reports
• Takeoff preparation and quantity review
• RFI tracking and addenda management
• Proposal and bid-form generation
• Coordination with vendors and general contractors
• Deadline management and bid submission support

We reserve the right to modify, enhance, suspend, or discontinue any feature of the Service at any time. Material changes affecting paid subscriptions will be communicated in advance in accordance with these Terms.

3. Accounts and Security

You are responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. You agree to:

• Provide accurate, current, and complete information during registration
• Promptly notify us of any unauthorized use of your account
• Ensure that all users authorized under your account comply with these Terms
• Not share login credentials with any third party outside your organization

We are not liable for any loss or damage arising from your failure to comply with these obligations.

4. Subscriptions, Billing, and Payment

Portions of the Service are provided on a subscription basis. Subscription fees, billing cycles, and available plans are described on our pricing page or in your order form. By subscribing, you agree to:

• Pay all applicable fees in accordance with your chosen plan
• Provide valid payment information and keep it current
• Authorize recurring charges on a monthly or annual basis, as selected

All fees are exclusive of applicable taxes, which you are responsible for. Unless otherwise stated in writing, fees are non-refundable. If payment fails, we may suspend your access to the Service until payment is received. Subscriptions renew automatically until cancelled. You may cancel at any time effective at the end of the current billing period.

5. Free Trials

We may offer free trial periods at our discretion. Trial periods are limited to one per customer unless otherwise agreed in writing. At the end of a free trial, your subscription will convert to a paid subscription unless you cancel before the trial expires. We may modify or terminate free trial offers at any time without notice.

6. Customer Content and Data Ownership

You retain all rights, title, and interest in the documents, drawings, project data, pricing, and other materials you upload, submit, or otherwise provide to the Service ("Customer Content"). You grant Guthrie AI a non-exclusive, worldwide, royalty-free license to access, process, store, and use Customer Content solely to provide the Service and to improve the accuracy and performance of our AI systems on an aggregated, de-identified basis.

You represent and warrant that you have all necessary rights and permissions to upload Customer Content and that doing so does not violate any third-party rights, confidentiality obligations, or applicable laws. You are solely responsible for the accuracy and completeness of Customer Content.

7. AI-Generated Output

The Service uses artificial intelligence and machine learning to generate summaries, takeoffs, RFIs, proposals, and other outputs ("AI Output"). While we take reasonable measures to ensure quality and accuracy, AI Output is provided for informational and assistive purposes only and must be reviewed by a qualified human before being relied upon for bidding, pricing, or contractual decisions.

You are solely responsible for verifying AI Output, applying professional judgment, and approving any bid or proposal submitted to a third party. Guthrie AI is not a licensed engineer, architect, contractor, or estimator and does not provide professional advice. AI Output does not constitute professional advice and should not be treated as such.

8. Acceptable Use

You agree not to:

• Use the Service in violation of any applicable law or regulation
• Upload Customer Content that infringes third-party intellectual property rights or breaches confidentiality obligations
• Attempt to reverse engineer, decompile, or extract source code from the Service
• Use the Service to transmit malware, conduct denial-of-service attacks, or otherwise interfere with the Service
• Circumvent access controls, rate limits, or security features
• Resell, sublicense, or provide the Service to third parties except as expressly permitted
• Use the Service to build a competing product or train a competing AI model
• Scrape, crawl, or automate access to the Service except through authorized APIs

Violation of this section may result in immediate suspension or termination of your account.

9. Intellectual Property

The Service, including all software, algorithms, models, documentation, trademarks, and other proprietary materials, is owned by Guthrie AI or its licensors and is protected by intellectual property laws. Except for the limited right to use the Service in accordance with these Terms, no rights are granted to you. You may not copy, modify, distribute, or create derivative works of the Service.

Feedback, suggestions, and ideas you provide about the Service may be used by Guthrie AI without restriction or compensation.

10. Confidentiality

Each party may receive confidential information from the other party in connection with the Service. The receiving party will:

• Use confidential information solely for the purposes of these Terms
• Protect confidential information using reasonable care, no less protective than it uses for its own similar information
• Not disclose confidential information to third parties except to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations

Confidential information does not include information that is publicly available, independently developed, or rightfully received from a third party without restriction. We enforce strict confidentiality and non-disclosure agreements for all customer data; no data is shared between clients.

11. Third-Party Services and Integrations

The Service may integrate with third-party products and services (such as Building Connected, Bluebeam, SharePoint, Logikal, WinBidPro, email providers, and calendar services). Your use of third-party services is subject to their own terms and privacy policies. We are not responsible for the availability, functionality, security, or practices of third-party services.

12. Service Availability and Support

We strive to make the Service available 24/7 but do not guarantee uninterrupted availability. We may schedule maintenance, deploy updates, or experience outages. Support is provided according to your subscription tier, as described in your order form or on our website.

13. Term and Termination

These Terms remain in effect while you use the Service. You may terminate by cancelling your subscription in accordance with Section 4. We may suspend or terminate your access if you breach these Terms, fail to pay fees, or engage in conduct that poses a security or legal risk to us or other users.

Upon termination, you will lose access to the Service, but you may request an export of your Customer Content within 30 days of termination. After that period, we may delete your data in accordance with our Privacy Policy. Sections that by their nature should survive termination (including ownership, confidentiality, disclaimers, limitation of liability, and indemnification) will survive.

14. Disclaimers

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ACCURACY. WE DO NOT WARRANT THAT THE SERVICE WILL BE ERROR-FREE, UNINTERRUPTED, OR THAT AI OUTPUT WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR ANY PARTICULAR PURPOSE.

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, GUTHRIE AI WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE SERVICE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

OUR TOTAL LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNTS YOU PAID TO GUTHRIE AI IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OF CERTAIN DAMAGES, SO SOME OF THE ABOVE MAY NOT APPLY TO YOU.

16. Indemnification

You agree to defend, indemnify, and hold harmless Guthrie AI, its officers, directors, employees, and agents from any claims, damages, liabilities, costs, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the Service; (b) your Customer Content; (c) your breach of these Terms; or (d) your violation of applicable law or third-party rights.

17. Governing Law and Dispute Resolution

These Terms are governed by the laws of the Commonwealth of Pennsylvania, United States, without regard to conflict of laws principles. Any dispute arising out of or related to these Terms will be brought exclusively in the state or federal courts located in Philadelphia County, Pennsylvania, and you consent to personal jurisdiction in those courts.

Before filing a claim, you agree to attempt to resolve the dispute informally by contacting us. If the dispute is not resolved within 30 days, either party may pursue formal resolution.

18. Changes to These Terms

We may update these Terms from time to time. Material changes will be communicated via email or a prominent notice on the Service at least 30 days before they take effect. Your continued use of the Service after changes take effect constitutes acceptance of the updated Terms.

19. Miscellaneous

These Terms constitute the entire agreement between you and Guthrie AI regarding the Service and supersede any prior agreements. If any provision is found unenforceable, the remaining provisions will remain in full effect. Our failure to enforce any right is not a waiver of that right. You may not assign these Terms without our prior written consent; we may assign them in connection with a merger, acquisition, or sale of assets.