Terms of Service

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you ("User," "you," or "your") and iivy ("Company," "we," "our," or "us") governing your access to and use of the iivy platform, including our website at iivy.ai, mobile applications, and all related services (collectively, the "Service"). By accessing or using our Service, you agree to be bound by these Terms. If you do not agree to these Terms, you may not access or use the Service.

2. Description of Service

iivy provides an AI-powered construction intelligence platform that enables users to ingest, analyze, and query construction project documentation. Our Service processes project emails, drawings, specifications, change orders, invoices, and other construction-related documents to provide instant, source-verified answers to project-related questions. The Service also includes features such as quoting tools and access to builder codes for Canadian provinces.

3. Eligibility

You must be at least 18 years old and have the legal capacity to enter into a binding agreement to use our Service. By using the Service, you represent and warrant that you meet these eligibility requirements. If you are using the Service on behalf of an organization, you represent and warrant that you have the authority to bind that organization to these Terms.

4. Account Registration

To access certain features of the Service, you may be required to create an account. When creating an account, you agree to:

• Provide accurate, current, and complete information
• Maintain and promptly update your account information
• Keep your login credentials secure and confidential
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access or security breach

5. User Content and Data

5.1 Your Content

You retain all ownership rights to the content and data you upload to the Service ("User Content"), including construction documents, project files, and related materials. By uploading User Content, you grant us a limited, non-exclusive license to process, analyze, and store your content solely for the purpose of providing the Service to you.

5.2 Content Responsibility

You are solely responsible for your User Content and represent that you have all necessary rights and permissions to upload and process such content through our Service. You agree not to upload content that infringes on any third party's intellectual property rights or violates any applicable laws.

5.3 Data Processing

We process your User Content using artificial intelligence and machine learning technologies to provide our Service. We do not use your User Content to train our general AI models without your explicit consent.

6. Acceptable Use

You agree not to use the Service to:

• Violate any applicable laws, regulations, or third-party rights
• Upload malicious code, viruses, or harmful content
• Attempt to gain unauthorized access to our systems or other users' accounts
• Interfere with or disrupt the Service or its infrastructure
• Reverse engineer, decompile, or attempt to extract the source code of our software
• Use the Service for any fraudulent or deceptive purposes
• Resell, sublicense, or redistribute the Service without authorization
• Use automated means to access the Service without our permission

7. Intellectual Property

7.1 Our Intellectual Property

The Service, including all software, algorithms, designs, text, graphics, logos, and other content provided by iivy, is protected by intellectual property laws. We retain all rights, title, and interest in and to the Service and our intellectual property. These Terms do not grant you any rights to use our trademarks, logos, or brand features.

7.2 Feedback

If you provide us with feedback, suggestions, or ideas regarding the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free license to use, modify, and incorporate such feedback into our Service without any obligation to you.

8. Payment Terms

Certain features of the Service may require payment. By subscribing to a paid plan, you agree to pay all applicable fees as described at the time of purchase. All fees are non-refundable unless otherwise specified. We reserve the right to modify our pricing with reasonable notice. Continued use of the Service after a price change constitutes acceptance of the new pricing.

8A. Fair Use Policy for Unlimited Plans

The Unlimited Plan is offered under a fair use policy. We reserve the right to impose usage limits, including a cap of 200,000 tokens per billing period, and to throttle, restrict, suspend, or terminate access where usage is excessive, impacts service performance, or suggests abuse (including bots, scraping, or automated high-volume activity), in each case in our sole discretion.

9. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. WE DISCLAIM ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. THE AI-GENERATED RESPONSES PROVIDED BY OUR SERVICE ARE FOR INFORMATIONAL PURPOSES ONLY AND SHOULD NOT BE RELIED UPON AS PROFESSIONAL ADVICE. YOU ARE RESPONSIBLE FOR VERIFYING ALL INFORMATION BEFORE MAKING DECISIONS BASED ON SERVICE OUTPUT.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, iivy AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, USE, OR GOODWILL, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE. OUR TOTAL LIABILITY FOR ANY CLAIMS ARISING FROM THESE TERMS OR YOUR USE OF THE SERVICE SHALL NOT EXCEED THE AMOUNT YOU PAID TO US IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

11. Indemnification

You agree to indemnify, defend, and hold harmless iivy and its officers, directors, employees, and agents from and against any claims, liabilities, damages, losses, and expenses, including reasonable attorneys' fees, arising out of or related to your use of the Service, your User Content, your violation of these Terms, or your violation of any third-party rights.

12. Termination

We may suspend or terminate your access to the Service at any time, with or without cause, and with or without notice. You may terminate your account at any time by contacting us at [email protected]. Upon termination, your right to use the Service will immediately cease. Provisions of these Terms that by their nature should survive termination shall survive, including ownership provisions, warranty disclaimers, and limitations of liability.

13. Modifications to Terms

We reserve the right to modify these Terms at any time. We will provide notice of material changes by posting the updated Terms on our website and updating the "Last Updated" date. Your continued use of the Service after any modifications constitutes your acceptance of the revised Terms. If you do not agree to the modified Terms, you must stop using the Service.

14. Governing Law and Dispute Resolution

These Terms shall be governed by and construed in accordance with the laws of the Province of Ontario, Canada, without regard to its conflict of law principles. Any disputes arising from these Terms or your use of the Service shall be resolved through binding arbitration in accordance with the rules of the ADR Institute of Canada, unless you opt out within 30 days of accepting these Terms by sending written notice to [email protected].

15. General Provisions

15.1 Entire Agreement

These Terms, together with our Privacy Policy, constitute the entire agreement between you and iivy regarding the Service and supersede all prior agreements and understandings.

15.2 Severability

If any provision of these Terms is found to be unenforceable, the remaining provisions shall continue in full force and effect.

15.3 Waiver

Our failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision.

15.4 Assignment

You may not assign or transfer these Terms or your rights under these Terms without our prior written consent. We may assign these Terms without restriction.

16. Contact Information

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