Terms of Use

1. Eligibility & Accounts

• You must be at least 18 years old and have authority to bind your organization to these Terms.
• You are responsible for maintaining the confidentiality of your credentials and for all activity that occurs under your account.
• You agree to provide accurate account information and keep it up to date.

We may suspend or terminate your account if we believe you have violated these Terms or used the Service in an unauthorized or unlawful manner.

2. Beta / Pre-Release Status

You acknowledge that the Service may be provided as a beta, pilot, or pre-release offering:

• Features and models may change, break, or be removed without notice.
• Analysis results may contain errors, omissions, or inconsistencies.
• We provide no uptime or performance guarantees during this phase.

3. Service Description

The Service uses software and AI models to:

• Analyze tender documents, drawings, and related materials you upload;
• Highlight potential risks, clauses, mismatches, and capacity issues;
• Generate summaries, risk notes, scores, and recommendations (collectively, "Analysis Outputs").

The Service is a decision-support tool only. It does not replace:

• Professional legal advice
• Engineering, design, or safety reviews
• Independent quantity take-offs, estimating, or commercial judgment

4. Your Responsibility for Bids & Use of Outputs

You are solely responsible for:

• Reviewing all tender documents, drawings, addenda, and contract documents in full;
• Verifying any risks, clauses, or discrepancies flagged by the Service;
• Ensuring compliance with applicable laws, regulations, and contract requirements;
• Making your own bid/no-bid decisions, commercial decisions, and pricing.

You understand and agree that:

• Analysis Outputs may be incomplete, inaccurate, or not reflect all issues in a tender.
• The Service does not guarantee that all relevant clauses, risks, or mismatches will be identified.
• Any use of Analysis Outputs is at your own risk and must be supplemented by your own professional review.

To the maximum extent permitted by law, we are not responsible or liable for any bid decisions, project awards/losses, pricing errors, change orders, disputes, or other outcomes that result from your use of or reliance on the Service or the Analysis Outputs.

5. Customer Content & Permissions

You retain ownership of all Customer Content you submit, including tenders, drawings, and related documents.

By submitting Customer Content, you grant us a non-exclusive, worldwide, royalty-free license to:

• Host, store, and process the content to provide and maintain the Service;
• Generate and display Analysis Outputs for you and your organization;
• Maintain logs, backups, and audit records necessary for security and compliance.

You represent and warrant that:

• You have all rights and permissions necessary to upload the Customer Content; and
• Uploading and processing the Customer Content through the Service does not violate any contractual obligations, confidentiality obligations, or applicable laws.

6. Acceptable Use

You agree not to:

• Use the Service in violation of any applicable law or regulation in Canada or the United States;
• Upload content that is unlawful, infringing, or malicious (including malware);
• Attempt to gain unauthorized access to systems or data, circumvent security controls, or interfere with the Service;
• Reverse engineer, decompile, or attempt to derive the source code or underlying models;
• Resell, lease, or provide the Service to third parties as a competing offering without our prior written consent.

We may suspend or terminate your access if we reasonably believe you have violated these requirements.

7. Plans, Limits & Access

We may offer different plans (e.g., Starter, Pro, Enterprise) that vary by:

• Number of analyses per month
• Feature availability (e.g., drawing review, workload planning)
• Support level and onboarding

We may change plan features or pricing prospectively by updating our website or notifying you. Any usage limits described in the Service or in an order form are part of these Terms. You agree not to intentionally circumvent or bypass those limits.

8. Intellectual Property

Except for Customer Content, all right, title, and interest in and to the Service and its components are owned by SpecSift or its licensors, including:

• Software, code, models, and algorithms
• Designs, layouts, and user interface elements
• Documentation and other content

We grant you a limited, revocable, non-exclusive, non-transferable license to access and use the Service and Analysis Outputs for your internal business purposes, subject to these Terms.

You may incorporate Analysis Outputs into your internal reports and project files, but you may not resell the Service or build a competing product based on our software, UI, or underlying models.

9. Feedback

If you submit feedback, ideas, or suggestions about the Service ("Feedback"), you grant us a perpetual, worldwide, royalty-free license to use that Feedback for any purpose without obligation or compensation to you.

10. Disclaimers

To the maximum extent permitted by law, the Service and all Analysis Outputs are provided "AS IS" and "AS AVAILABLE" without warranties of any kind, whether express, implied, or statutory, including but not limited to:

• Accuracy, completeness, or reliability of Analysis Outputs
• Fitness for a particular purpose
• Non-infringement
• Availability, uptime, or error-free operation

We do not warrant that:

• All relevant risks, clauses, or mismatches in any tender will be identified;
• Use of the Service will prevent losses on any project or tender;
• The Service will meet all regulatory or contractual requirements in your jurisdiction.

You use the Service at your own risk.

11. Limitation of Liability

To the maximum extent permitted by applicable law in Canada and the United States:

1. Exclusion of certain damages. We are not liable for any indirect, incidental, consequential, special, exemplary, or punitive damages; or for loss of profits, revenue, or data; arising out of or relating to these Terms or your use of the Service, even if we have been advised of the possibility of such damages.
2. Cap on direct damages. Our total aggregate liability for any and all claims arising out of or related to the Service or these Terms will not exceed the greater of:
   • The amounts you actually paid us for the Service in the three (3) months preceding the event giving rise to the claim; or
   • $100 CAD (or equivalent in USD) if you are using a free or beta version.

Some provinces or states may not allow certain exclusions or limitations; in those cases, our liability will be limited to the maximum extent permitted by the laws of that jurisdiction.

12. Indemnification

You agree to indemnify and hold harmless SpecSift, its directors, officers, employees, and contractors from and against any claims, damages, losses, liabilities, costs, and expenses (including reasonable legal fees) arising out of or relating to your use of the Service, your Customer Content, or your breach of these Terms or of any applicable law.

13. Termination

You may stop using the Service at any time and, where available, request account deletion.

We may suspend or terminate your access to the Service if:

• You materially breach these Terms;
• We suspect misuse, fraud, or security risks;
• We decide to discontinue the Service (in whole or part).

Upon termination:

• Your right to access the Service ceases immediately;
• We may retain certain information as required by law or for legitimate business purposes, in accordance with our Privacy Policy.

14. Governing Law & Jurisdiction

These Terms and any disputes arising out of or relating to them or the Service will be governed by the laws of Nova Scotia, Canada, without giving effect to its conflict-of-laws rules.

You agree that the courts located in Halifax, Nova Scotia, Canada will have exclusive jurisdiction over any such disputes, and you consent to the personal jurisdiction of those courts.

If your organization is based in the United States, you agree that bringing claims in this forum is reasonable in light of the cross-border nature of the Service.

15. Changes to These Terms

We may update these Terms from time to time. When we do, we will update the "Last updated" date at the top and, where appropriate, notify you through the Service or by email.

Your continued use of the Service after any update means you accept the revised Terms.

16. Contact