Terms of Service for PhaseFactor Solutions

1. Acceptance of Terms

By accessing phasefactorsolutions.com or using the PhaseFactor Solutions software application, you agree to be bound by these Terms of Service. If you do not agree, do not use the site or the software.

2. Description of Service

These Terms cover two offerings: (a) the PhaseFactor Solutions marketing website at phasefactorsolutions.com, which provides information about PhaseFactor products and services; and (b) the PhaseFactor Solutions software application, which provides AI-assisted construction estimating and document generation tools for registered users.

3. Accounts

To use the software application you must register for an account. You agree to provide accurate, complete information during registration and to keep that information current. You are responsible for maintaining the security of your account credentials and for all activity that occurs under your account. Each individual or business entity may maintain only one account.

4. License to Use the Software

Subject to these Terms, PhaseFactor Solutions grants you a limited, non-exclusive, non-transferable, revocable license to access and use the software application for your internal business purposes. You may not sublicense, resell, or otherwise transfer this license to any third party.

5. AI-Generated Outputs and User Responsibility

The PhaseFactor Solutions software application uses artificial intelligence and large language models to generate construction-related outputs, including but not limited to schedules of values (SOVs), scopes of work (SOWs), requests for information (RFIs), proposals, and other deliverables ("Outputs"). You acknowledge and agree that:

1. Outputs are generated by automated systems and may contain errors, omissions, inaccuracies, or content that does not reflect the specific facts, requirements, or constraints of your project;
2. Outputs are provided as a starting point for your professional review and are not a substitute for independent verification by qualified construction, engineering, legal, or financial professionals;
3. You assume sole and complete responsibility for reviewing every Output for accuracy, completeness, and suitability before using, distributing, submitting to any third party (including owners, general contractors, subcontractors, lenders, insurers, or governmental authorities), incorporating into any contract, bid, or proposal, or otherwise relying on it for any business, financial, or legal purpose;
4. PhaseFactor Solutions does not warrant that Outputs are accurate, complete, current, error-free, code-compliant, or fit for any particular purpose, and makes no representations regarding their reliability;
5. Any decision you make in reliance on an Output is your decision alone, and any consequences of that decision are your responsibility alone.

6. Limitation of Liability

To the maximum extent permitted by law, PhaseFactor Solutions, its owners, officers, employees, contractors, and affiliates (collectively, "PhaseFactor") shall not be liable for any direct, indirect, incidental, special, consequential, exemplary, or punitive damages, including but not limited to lost profits, lost revenue, lost business, project cost overruns, contract disputes, change orders, project delays, errors in bids or proposals, regulatory or compliance failures, or any other losses or damages of any kind arising out of or in connection with: (a) your use of or inability to use the software or website; (b) any Output generated by the software, whether accurate or not; (c) any reliance you or any third party places on any Output; or (d) any errors, omissions, or inaccuracies in any Output.

This limitation applies whether the claim is based on warranty, contract, tort (including negligence), strict liability, or any other legal theory, and whether or not PhaseFactor has been advised of the possibility of such damages.

The software and all Outputs are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, express or implied, including but not limited to implied warranties of merchantability, fitness for a particular purpose, accuracy, and non-infringement.

If, despite the foregoing, PhaseFactor is found liable to you for any reason, PhaseFactor's total cumulative liability shall not exceed the greater of (i) the amount you paid PhaseFactor in the twelve (12) months preceding the event giving rise to the claim, or (ii) one hundred U.S. dollars (US$100).

7. Indemnification

You agree to indemnify, defend, and hold harmless PhaseFactor and its owners, officers, employees, contractors, and affiliates from and against any claims, liabilities, damages, losses, and expenses (including reasonable attorneys' fees) arising from: (a) your use of the software or website; (b) your use, distribution, or reliance on any Output; or (c) your breach of these Terms.

8. Intellectual Property

PhaseFactor retains all rights, title, and interest in and to the software application, including its templates, prompts, underlying knowledge bases, and all related technology. You retain rights to the input data you provide and to the final deliverables you author using Outputs after your own professional review and editing.

9. Acceptable Use

You agree not to: misuse the software or website; reverse engineer, decompile, or disassemble any part of the software; use the software to develop a competing product or service; violate any applicable law or regulation; or resell or redistribute raw Outputs as a service to third parties.

10. Termination

Either party may terminate these Terms and your access to the software at any time. PhaseFactor may suspend or terminate your access immediately for any violation of these Terms. Sections 5, 6, 7, 8, 12, and this sentence survive termination.

11. Changes to These Terms

PhaseFactor may update these Terms at any time. The updated Terms will be posted at this URL with a new effective date. Your continued use of the site or software after the effective date constitutes your acceptance of the updated Terms. For material changes, PhaseFactor will send notice to the email address associated with your registered account.

12. Governing Law and Disputes

These Terms are governed by the laws of the State of Georgia, without regard to its conflict-of-law principles. Any dispute arising under these Terms shall be resolved exclusively in the state or federal courts located in Fulton County, Georgia, and you waive any objection to jurisdiction or venue in those courts.

13. Contact

Questions about these Terms can be sent to info@phasefactorsolutions.com.