Terms of Service.

Welcome to Struxen, an AI-powered construction intelligence platform operated by Struxen, Inc. (“Struxen”, “we”, “us”, or “our”). By accessing or using Struxen (the “Service”), you agree to be bound by these Terms of Service (“Terms”). If you do not agree to these Terms, please do not use the Service.

1. Acceptance of Terms

By creating an account, accessing, or using Struxen, you acknowledge that you have read, understood, and agree to be bound by these Terms and our Privacy Policy. If you are using the Service on behalf of an organization, you represent that you have the authority to bind that organization to these Terms.

2. Description of Service

Struxen is a software-as-a-service (SaaS) platform that provides AI-powered tools and services to assist construction professionals with the review, analysis, and management of project information across the preconstruction and construction lifecycle. Specific features and capabilities are described in the product documentation made available to authorized users.

Struxen is in active development. Features and capabilities may evolve, be added, or be deprecated as we continue to build the platform. We will provide reasonable notice of material changes that adversely affect features you actively use.

3. Account Registration and Security

To use Struxen, you must create an account. You agree to:

• Provide accurate, current, and complete information during registration
• Maintain and promptly update your account information
• Maintain the security of your password and account
• Notify us immediately of any unauthorized use of your account
• Accept responsibility for all activities that occur under your account

4. Acceptable Use

You agree to use the Service only for lawful purposes and in accordance with these Terms. You agree NOT to:

• Violate any applicable federal, state, local, or international law
• Infringe upon or violate our intellectual property rights or the rights of others
• Upload or transmit viruses or any other malicious code
• Attempt to gain unauthorized access to the Service or related systems
• Interfere with or disrupt the integrity or performance of the Service
• Use the Service to transmit unsolicited advertising or spam
• Share your account credentials with unauthorized parties
• Use automated systems (bots, scrapers) without our written permission
• Submit content that you do not have the right to submit, including third-party confidential information you are not authorized to share
• Use the Service to develop a competing product or to benchmark for a competing product

5. Intellectual Property Rights

The Service and its original content, features, and functionality are owned by Struxen, Inc. and are protected by international copyright, trademark, patent, trade secret, and other intellectual property laws.

Your Content: You retain ownership of any data, information, or content you submit to the Service (“User Content”). By submitting User Content, you grant us a worldwide, non-exclusive, royalty-free license to host, store, process, and analyze your User Content solely for the purpose of providing, securing, and improving the Service for you.

Feedback: If you provide suggestions, ideas, or feedback regarding the Service, you grant us a perpetual, worldwide, royalty-free, fully sublicensable license to use that feedback for any purpose without obligation or compensation. Feedback is not your Confidential Information.

6. AI and Data Usage

Struxen uses artificial intelligence and machine learning technologies to provide insights and predictions. You acknowledge and agree that:

• AI-generated insights are provided for informational purposes only
• You remain solely responsible for all project decisions and outcomes
• AI predictions and recommendations should be verified by qualified professionals
• We do not guarantee the accuracy, completeness, or reliability of AI outputs
• Your User Content is NOT used to train, fine-tune, or otherwise improve our AI models or any third-party foundation model. AI inference Sub-processors are configured with zero-day-retention or equivalent commercial settings.
• AI Outputs: Subject to your compliance with these Terms, you own the AI-generated outputs produced from your User Content (“Outputs”). Because of the nature of generative AI, similar Outputs may be generated for other customers from similar inputs, and Struxen makes no exclusivity claim on Outputs across customers.
• No staff access to your data: Struxen personnel do not read, query, or impersonate users within your organization in the ordinary course. Limited access may occur only with your explicit support request, in response to a security incident, or where required by law, and is recorded in the audit log.

7. Privacy and Data Protection

Your privacy is important to us. Please review our Privacy Policy to understand how we collect, use, and protect your information. By using the Service, you consent to our data practices as described in the Privacy Policy.

Business customers subject to GDPR, UK GDPR, or CCPA/CPRA are governed by our Data Processing Addendum, which is incorporated by reference into these Terms. Detailed security controls are documented at our Trust Center.

8. Subscriptions, Credits, and Refunds

8.1 Pricing Model

Struxen charges (a) a flat monthly organization fee for platform access and (b) per-project Compute Credits sized to project value. Compute Credits fund AI inference, document processing, and other usage-based capabilities. Credit pricing and allocation are presented at the time of purchase.

8.2 Billing and Auto-Renewal

By subscribing, you agree to: (a) pay all applicable fees; (b) provide accurate payment information; and (c) authorize automatic billing for recurring subscriptions until cancelled. You may cancel a subscription at any time from the billing settings; cancellation stops future renewals and takes effect at the end of the current billing period.

8.3 Refund Policy

Because Compute Credits fund irrevocable third-party AI inference and other compute costs we incur on your behalf the moment they are consumed, our refund policy distinguishes between consumed and unconsumed amounts.

• Organization fee: The monthly organization fee may be refunded within fourteen (14) days of payment only if no Compute Credits funded by that fee or by an associated project have been consumed in the corresponding billing period. Once any consumption has occurred, the organization fee for that period is non-refundable.
• Compute Credits — consumed: Compute Credits are non-refundable once any credit on the associated project has been consumed. This includes credits consumed by AI document analysis, model inference, embeddings, or any other usage-based feature.
• Compute Credits — unused: Unused, fully unconsumed Compute Credit packs may be refunded within fourteen (14) days of purchase. After fourteen days, or once any credit on the project has been consumed, credits are non-refundable.
• Annual prepayments: Annual or multi-month prepayments are refundable on a pro-rata basis for the unused, unconsumed remainder of the term, less any non-refundable consumed portion.

EU / UK consumers — statutory withdrawal: If you are a consumer located in the European Economic Area, the United Kingdom, or Switzerland, you ordinarily have a 14-day statutory withdrawal right under applicable consumer-protection law. By starting to use the Service or consuming any Compute Credits before the end of that 14-day period, you expressly consent to the immediate commencement of performance and acknowledge that you lose the statutory withdrawal right to the extent the Service or credits have been consumed. The cooling-off right remains available for any unused, unconsumed portion within the 14-day window.

Merchant of Record: All payments and refunds are processed by Paddle.com Market Limited (“Paddle”), our merchant of record, in accordance with Paddle's Checkout Buyer Terms. Paddle retains its processing fee on any refund. As Merchant of Record, Paddle may exercise discretion over individual refund decisions independently of this policy. By subscribing, you also agree to Paddle's Terms of Use and Privacy Policy.

8.4 Price Changes

We reserve the right to modify subscription fees and credit pricing with thirty (30) days’ notice to existing subscribers. Changes take effect at the start of the next billing period after the notice window.

9. Service Availability

Struxen targets high availability but does not currently offer a contractual uptime service-level agreement (SLA). We reserve the right to perform planned maintenance, deploy updates, and address security or stability issues, which may result in temporary unavailability. We will use commercially reasonable efforts to schedule disruptive maintenance outside of standard North American business hours and to provide advance notice where practicable.

Custom SLAs are available to Enterprise customers under a separately executed order form. See our Trust Center for current security, recovery, and infrastructure controls.

10. Disclaimers and Limitations of Liability

NO WARRANTIES: THE SERVICE IS PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

LIMITATION OF LIABILITY: TO THE MAXIMUM EXTENT PERMITTED BY LAW, STRUXEN, INC. SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES. OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE SHALL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS ($100) OR (B) THE FEES YOU ACTUALLY PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

CONSTRUCTION DISCLAIMER: Struxen provides intelligence and insights but does not replace professional engineering, architectural, or construction management services. You remain solely responsible for all project decisions, safety compliance, and regulatory adherence.

11. Indemnification

You agree to indemnify, defend, and hold harmless Struxen, Inc., its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses arising out of or in any way connected with your access to or use of the Service, your violation of these Terms, your User Content, or your infringement of any third-party rights.

12. Termination

Termination by you: You may stop using the Service and cancel your subscription at any time from billing settings. Cancellation stops future billing and takes effect at the end of the current billing period.

Termination by us: We may suspend or terminate your account and access to the Service for material breach of these Terms, non-payment, or where required by law. Except for non-payment or where immediate action is required to protect the Service or another user, we will provide written notice and a reasonable opportunity to cure before terminating for cause.

Data export and deletion: Following termination, you may export your User Content for thirty (30) days using available export tools or by written request. After that thirty-day period, we will delete your User Content in accordance with our Privacy Policy and Data Processing Addendum, except where retention is required by applicable law. Backup copies are deleted on the standard rotation schedule, not to exceed ninety (90) days from primary deletion.

13. Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or telecommunications failures, regional cloud-provider outages, or denial-of-service attacks. The affected party will use commercially reasonable efforts to resume performance as soon as practicable.

14. Third-Party Services and Integrations

The Service may, at your option, integrate with third-party platforms (for example, Autodesk Construction Cloud / Forma). Your use of those platforms is governed by your own agreements with those providers, and we are not responsible for the availability, accuracy, content, or practices of any third-party service. Connecting a third-party account authorizes Struxen to access and process the data you have permission to share through that integration; you may disconnect at any time.

15. Changes to Terms

We may modify these Terms from time to time. For material changes that adversely affect your rights, we will provide reasonable advance notice through the Service or to the administrative contact on file. Continued use of the Service after the effective date of an updated version constitutes acceptance of the changes.

16. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the State of Delaware, United States, without regard to its conflict-of-law provisions. Any disputes arising from these Terms or the Service shall be resolved through binding arbitration in accordance with the American Arbitration Association's rules. Nothing in this section limits any non-waivable consumer-protection right available to you under the laws of your country of residence.

17. Miscellaneous

• Entire agreement: These Terms, together with the Privacy Policy, the Data Processing Addendum (where applicable), and any order form executed between the parties, constitute the entire agreement between you and Struxen, Inc. regarding the Service.
• Severability: If any provision is held invalid or unenforceable, the remaining provisions remain in full force.
• No waiver: Our failure to enforce any right under these Terms is not a waiver of that right.
• Assignment: You may not assign these Terms without our written consent. We may assign these Terms in connection with a merger, acquisition, or sale of all or substantially all of our assets.
• Notices: Notices to us must be sent to legal@struxen.io. Notices to you may be sent to the email address on file for your account.
• Survival: Sections covering Intellectual Property, AI & Data Usage, Disclaimers and Limitations, Indemnification, Governing Law, and any payment obligations accrued before termination survive termination of these Terms.

18. Contact Information

If you have any questions about these Terms, please contact us at: