TERMS OF USE

1. DEFINITIONS

For purposes of these Terms, the following definitions apply:

• "Company" means the legal entity (corporation, LLC, partnership, or other organization) that has subscribed to the Service and under whose account you are authorized to access the Service.

• "You" or "User" means the individual accessing the Service under a Company account (e.g., estimator, consultant, project manager, executive).

• "Content" means all data, information, documents, attachments, projects, bids, notes, and other materials uploaded, submitted, or created by you or your Company through the Service.

• "Output" means results generated by the Service based on your authorized inputs, including AI analyses, summaries, comparisons, and OCR-extracted text.

• "We," "Us," or "Provider" means CoSHA, the provider of the Service.

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2. ELIGIBILITY AND ACCOUNT REGISTRATION

2.1 Age and Authorization

You must be at least the legal working age and an authorized user of your Company's account to use the Service. By creating an account or accessing the Service, you represent and warrant that you have the legal authority to bind your Company to these Terms.

2.2 Account Security

You agree to: (a) provide accurate, current, and complete information during registration; (b) maintain and promptly update your account information; (c) maintain the security and confidentiality of your login credentials; and (d) immediately notify us of any unauthorized access to your account. You are responsible for all activities that occur under your account, whether or not authorized by you.

2.3 Business Use

The Service is intended solely for business and enterprise use to support project and bid management activities. Personal or consumer use is not permitted.

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3. COMPANY ACCOUNTS AND DATA ACCESS

3.1 Role-Based Access

Access to the Service is role-based within your Company (e.g., estimator, consultant, project manager, executive). Certain administrative actions may require elevated permissions as determined by your Company's account administrator.

3.2 Data Scope

Your data access is strictly limited to your Company's projects, bids, and documents. You may not access, view, or attempt to access Content belonging to other companies or users outside your organization.

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4. USE OF THE SERVICE

4.1 Permitted Use

You may use the Service solely for your Company's internal business purposes to manage projects, bids, documents, notes, and related communications in accordance with these Terms and all applicable laws and regulations. Any descriptions of functionality in documentation or within the Service are provided for convenience only and do not constitute warranties. Features and functionality may change over time.

4.2 Service Modifications

We reserve the right to modify, enhance, suspend, or discontinue any feature or aspect of the Service at any time. We will provide reasonable advance notice where practical for material changes that adversely affect core functionality, but we are not obligated to provide notice for routine updates, improvements, or security patches.

4.3 Third-Party Integrations

The Service may integrate with or link to third-party services such as cloud storage providers, email services, and AI providers. Your use of any third-party service is governed by that provider's terms and conditions. We are not responsible for the availability, performance, security, or content of third-party services.

4.4 Prohibited High-Risk Use

The Service is not designed, intended, or certified for use in hazardous environments or applications requiring fail-safe performance, including but not limited to medical device control, nuclear facilities, aircraft navigation or communication, life support systems, or any other application where failure could lead to death, personal injury, or catastrophic environmental or property damage. You expressly agree not to use the Service for any such purposes.

4.5 Trial and Beta Features

We may offer trial periods or beta features (including AI enhancements) from time to time. Such features are provided on an "as-is" and "as-available" basis, may contain errors or limitations, may be modified or discontinued at any time without notice, and may be subject to additional terms communicated at the time of access.

4.6 API Access

If we provide API access, you must: (a) protect and maintain the confidentiality of API keys; (b) comply with all rate limits and usage restrictions; (c) not use automated scraping, crawling, or data extraction methods beyond API-provided access; (d) not circumventtechnical security measures; and (e) not use the API to develop, support, or operate a competing service. We may suspend or revoke API access at any time for abuse, security concerns, or violation of these Terms.

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5. YOUR CONTENT AND LICENSE GRANTS

5.1 Your Ownership

You and your Company retain all ownership rights in your Content. We do not claim ownership of any Content you upload, create, or submit through the Service.

5.2 License to Provider

To enable us to provide the Service, you grant us a limited, worldwide, non-exclusive, royalty-free license to host, store, process, reproduce, display, and transmit your Content solely for the purpose of: (a) providing and operating the Service; (b) performing security analysis, backups, and disaster recovery; (c) conducting OCR and text extraction; (d) processing AI-powered features at your request; and (e) making improvements to the Service. This license terminates when you delete your Content or your account is terminated, except as necessary for retention required by law or our data retention policies.

5.3 Your Representations

You represent and warrant that: (a) you have all necessary rights, consents, and permissions to submit your Content to the Service; (b) your Content does not infringe or violate any third-party intellectual property, privacy, publicity, or other rights; and (c) your Content does not contain any unlawful, harmful, threatening, defamatory, obscene, or otherwise objectionable material.

5.4 Ownership of Output

As between you and us, your Company owns all Output generated by the Service based on your Content and authorized inputs. You grant us a limited license to store and display Output as necessary to provide the Service, maintain security, perform backups, and ensure auditability.

5.5 Usage Data and Aggregated Analytics

We may collect and use telemetry, logs, and usage metrics about how you and your Company access and use the Service ("Usage Data") to operate, secure, improve, and develop the Service. We may also create de-identified, aggregated, or anonymized data that does not identify you or your Company. We own all such de-identified data and may use it for any lawful business purpose, including analytics, benchmarking, and service improvement.

5.6 Feedback

If you provide feedback, suggestions, or ideas about the Service ("Feedback"), you grant us a perpetual, worldwide, irrevocable, royalty-free, fully paid-up license to use, disclose, reproduce, modify, license, transfer, and otherwise distribute your Feedback without restriction or obligation of any kind. We are not obligated to use your Feedback.

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6. AI-POWERED FEATURES

6.1 Nature of AI Outputs

The Service may provide AI-generated analyses, summaries, comparisons, recommendations, and chat responses. These outputs are generated using probabilistic machine learning models and may contain errors, inaccuracies, omissions, or inconsistencies.

6.2 Your Responsibility

AI-generated outputs are for informational purposes only and should not be relied upon as the sole basis for decisions. You remain solely responsible for: (a) verifying the accuracy of AI outputs; (b) exercising professional judgment in your use of the Service; (c) making final bid decisions and strategic determinations; and (d) ensuring compliance with all applicable laws, regulations, and contractual obligations.

6.3 AI Processing

To provide AI features, we may use trusted third-party AI processors (such as OpenAI). When you use AI features, we transmit your prompts and relevant context (limited to the minimum necessary to fulfill your request) to these processors. Processing is conducted in accordance with our Privacy Policy and applicable data protection agreements.

6.4 No Training on Your Data

We do not use your Content to train publicly available AI models. Where technically available, our AI processors are configured not to use your data for their own model training purposes.
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7. OCR AND TEXT EXTRACTION

The Service attempts to extract text from uploaded documents (including scanned images and PDFs) to enable search, analysis, and AI features. OCR accuracy varies depending on document quality, formatting, and layout. You should verify extracted text against original source documents before relying on it for important decisions.

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8. ACCEPTABLE USE POLICY

You agree not to:

• Share, disclose, or allow unauthorized use of your login credentials or account access;

• Access or attempt to access Content, data, projects, or accounts belonging to other companies or users;

• Upload, transmit, or distribute any malicious code, viruses, malware, or other harmful software;

• Upload or share Content that is unlawful, infringing, defamatory, obscene, harmful, or violates any third-party rights;

• Interfere with, disrupt, or impose an unreasonable burden on the Service or our infrastructure;

• Reverse engineer, decompile, disassemble, or attempt to discover the source code of the Service, except to the extent permitted by applicable law;

• Circumvent or disable any security, access control, or usage monitoring measures;

• Use the Service to develop, support, or operate a competing product or service;• Use AI features to generate, disseminate, or facilitate the distribution of unlawful, infringing, fraudulent, or intentionally misleading content.

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9. CONFIDENTIALITY

9.1 Mutual Obligations

Each party may receive or have access to confidential information of the other party. The receiving party agrees to: (a) protect such confidential information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care; (b) use confidential information solely to fulfill obligations under these Terms; and (c) not disclose confidential information to third parties without prior written consent, except to employees, contractors, and advisors who have a legitimate need to know and are bound by confidentiality obligations.

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9.2 Exclusions

Confidential information does not include information that: (a) is or becomes publicly available through no breach by the receiving party; (b) was rightfully known by the receiving party prior to disclosure; (c) is independently developed by the receiving party without reference to the confidential information; or (d) is rightfully received from a third party without restriction. A party may disclose confidential information if required by law or court order, provided it gives prompt notice to the disclosing party (where legally permitted) and cooperates in efforts to limit disclosure.

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10. PRIVACY AND DATA PROTECTION

10.1 Privacy Policy

Our Privacy Policy describes how we collect, use, process, and protect personal information. The Privacy Policy is incorporated into these Terms by reference. By using the Service, you acknowledge and agree to the practices described in the Privacy Policy.

10.2 Service Providers

We use trusted third-party service providers to deliver the Service, including Google Cloud Storage (file storage), Neon Postgres (database hosting), SendGrid (email delivery), and OpenAI (AI processing). These providers process data on our behalf and are contractually obligated to protect your information.

10.3 No Sale of Personal Data

We do not sell, rent, or trade personal data to third parties. We do not use personal data for cross-context behavioral advertising.

10.4 International Data Transfers

The Service is operated globally, and data may be transferred to, stored, and processed in countries outside your jurisdiction, including the United States. Where required by law, we implement appropriate safeguards such as Standard Contractual Clauses (SCCs) approved by relevant data protection authorities. See the Privacy Policy for details.

10.5 Data Processing Addendum

Where required by applicable data protection laws (such as GDPR or CCPA), a Data Processing Addendum (DPA) governing our processing of personal data on your Company's behalf is available on our website or will be attached to your subscription agreement.

10.6 Regulated Data

Unless expressly agreed in a separate written Business Associate Agreement (BAA) or equivalent addendum, the Service is not designed or intended for use with: (a) protected health information subject to HIPAA; (b) payment card data subject to PCI DSS; or (c) other highly regulated categories of data requiring specialized controls. You agree not to upload such data to the Service without a separate written agreement.

10.7 Data Retention and Deletion

We retain your Content for as long as your account is active and as necessary to provide the Service. Following account termination or deletion, we will delete or anonymize your Content within ninety (90) days, except as required to comply with legal obligations, resolve disputes, enforce these Terms, or maintain backups for disaster recovery (which are deleted within one hundred eighty (180) days).

10.8 Data Portability

Upon request, we will provide your Company with a copy of your Content in a commonly used, machine-readable format, subject to technical and legal limitations. Requests should be submitted to tracy@cosha.us.

10.9 Security Breach Notification

In the event of a security breach that results in unauthorized access to or disclosure of your Content, we will notify your Company without unreasonable delay and in accordance with applicable law. Notification will be provided to the primary contact email on your account or as otherwise required by law.

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11. SERVICE AVAILABILITY AND SUPPORT

11.1 Availability

We strive to maintain high availability of the Service, but we do not guarantee uninterrupted, error-free, or secure operation. The Service may be subject to planned or unplanned downtime, maintenance, upgrades, or disruptions. We will provide advance notice of planned maintenance where reasonably practical, but are not obligated to do so.

11.2 Service Level Agreement

Unless your Company has executed a separate Service Level Agreement (SLA) with us, no specific uptime commitments, performance guarantees, or service credits apply.

11.3 Support

Support channels, response times, and scope are described in separate documentation or your subscription agreement. Unless otherwise specified, support is limited to commercially reasonable efforts during our standard business hours and excludes issues caused by third-party services, your modifications, or misuse of the Service.

11.4 Changes to Terms

We may update these Terms from time to time. Material changes will be communicated via the Service, email to your account address, or by posting a notice on our website at least thirty (30) days before the effective date. Non-material changes (such as clarifications or formatting improvements) may take effect immediately. Your continued use of the Service after the effective date constitutes acceptance of the updated Terms. If you do not agree to the updated Terms, you must discontinue use of the Service.

12. FEES AND PAYMENT

All fees, payment terms, billing frequency, and renewal conditions are governed by your Company's subscription agreement or order form with us. In the event of any conflict between these Terms and your subscription agreement regarding fees or payment, the subscription agreement controls.

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13. WARRANTIES AND DISCLAIMERS

13.1 As-Is Provision

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, QUIET ENJOYMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

13.2 AI and OCR Accuracy

AI-GENERATED OUTPUTS AND OCR TEXT EXTRACTION ARE EXPERIMENTAL FEATURES AND MAY BE INACCURATE, INCOMPLETE, OR CONTAIN ERRORS. WE DO NOT WARRANT THE ACCURACY, RELIABILITY, OR COMPLETENESS OF ANY AI OUTPUT OR EXTRACTED TEXT. YOU ARE SOLELY RESPONSIBLE FOR VALIDATING ALL OUTPUTS BEFORE RELYING ON THEM.

13.3 No Professional Advice

THE SERVICE AND ANY OUTPUT DO NOT CONSTITUTE LEGAL, ENGINEERING, ACCOUNTING, FINANCIAL, TAX, OR OTHER PROFESSIONAL ADVICE. YOU SHOULD CONSULT QUALIFIED PROFESSIONALS FOR ADVICE TAILORED TO YOUR SPECIFIC CIRCUMSTANCES.

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14. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

(a) EXCLUSION OF DAMAGES. WE AND OUR AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, AND LICENSORS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITIES, GOODWILL, OR ANTICIPATED SAVINGS, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.(b) LIABILITY CAP. OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF: (i) THE TOTAL FEES PAID BY YOUR COMPANY TO US FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY. (c) ESSENTIAL PURPOSE. THESE LIMITATIONS APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING DOES NOT LIMIT LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW OR OUR OBLIGATIONS UNDER SECTION 15.2 (IP INDEMNITY).

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15. INDEMNIFICATION

15.1 Your Indemnity

You agree to defend, indemnify, and hold harmless us and our affiliates, officers, directors, employees, contractors, and agents from and against any claims, liabilities, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your Content; (b) your use of the Service in violation of these Terms or applicable law; or (c) your violation of any third-party rights, including intellectual property, privacy, or publicity rights.

15.2 Provider IP Indemnity

We will defend your Company against third-party claims alleging that the Service, when used as permitted under these Terms and without modification by you, directly infringes a valid patent, copyright, or trademark, and will pay amounts finally awarded against you (or settlement amounts we approve in writing). This obligation does not apply to claims arising from: (a) your Content; (b) modifications to the Service made by you or at your direction; (c) combinations of the Service with third-party products, services, or data not provided by us; or (d) your continued use after we notify you to stop due to infringement.

If the Service becomes or is likely to become subject to an infringement claim, we may, at our option and expense: (i) procure the right for you to continue using the Service; (ii) replace or modify the Service to make it non-infringing; or (iii) terminate your access to the affected functionality and provide a pro-rata refund of prepaid, unused fees (if any). This Section 15.2 states your exclusive remedy and our sole liability for any intellectual property infringement claims.

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16. TERMINATION AND SUSPENSION

16.1 Termination Rights

Either your Company or we may terminate your access to the Service at any time, for any reason or no reason, with or without notice. We may suspend or terminate access immediately if: (a) you violate these Terms; (b) your use poses a security risk to the Service or other users; (c) we are required to do so by law or legal process; (d) you fail to pay fees when due; or (e) we discontinue the Service entirely.

16.2 Effect of Termination

Upon termination, your right to access and use the Service immediately ceases. Within thirty (30) days after termination, you may request export of your Content by contacting tracy@cosha.us. After this period, your Content will be deleted in accordance with Section 10.7 (Data Retention and Deletion). Sections that by their nature should survive terminationwill survive, including Sections 5 (Content and Licenses), 8 (Acceptable Use), 9 (Confidentiality), 10 (Privacy), 13 (Warranties and Disclaimers), 14 (Limitation of Liability), 15 (Indemnification), 17 (Governing Law), and 18 (General).

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17. GOVERNING LAW AND DISPUTE RESOLUTION

17.1 Governing Law

These Terms and any disputes arising out of or related to these Terms or the Service will be governed by the laws of the City of Alexandria, Virginia, without regard to its conflict of laws principles.

17.2 Venue and Jurisdiction

Subject to any applicable arbitration agreement, you and we agree that any legal action or proceeding arising out of or related to these Terms or the Service will be brought exclusively in the courts located in the City of Alexandria, Virginia, and you consent to the personal jurisdiction of such courts.

17.3 Arbitration and Class Action Waiver

[Optional: Insert arbitration and class action waiver provisions if required by your legal counsel.]

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18. EXPORT CONTROL AND SANCTIONS COMPLIANCE

You agree to comply with all applicable export control, import, and sanctions laws and regulations, including those administered by the U.S. Department of Commerce, U.S. Department of Treasury, and other relevant authorities. You represent that you are not: (a) located in, or a resident or national of, any country subject to a U.S. government embargo or designated as a "terrorist-supporting" country; or (b) on any U.S. government list of prohibited or restricted parties. You will not use the Service for any prohibited end use, including the development of nuclear, chemical, or biological weapons.

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19. GENERAL PROVISIONS

19.1 Entire Agreement

These Terms, together with any subscription agreement, order form, DPA, SLA, or other written agreement between your Company and us, constitute the entire agreement between you and us regarding your access to and use of the Service and supersede all prior or contemporaneous understandings, agreements, representations, and warranties.

19.2 Severability

If any provision of these Terms is held to be invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be modified to the minimum extent necessary to make it enforceable while preserving its intent.

19.3 Waiver

No waiver of any provision of these Terms will be deemed or will constitute a waiver of any other provision, nor will any waiver constitute a continuing waiver. Our failure to enforce any right or provision of these Terms will not constitute a waiver of such right or provision.

19.4 Assignment

You may not assign, transfer, or delegate these Terms or any of your rights or obligations hereunder without our prior written consent. We may assign these Terms or any of our rights or obligations hereunder to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of our assets. Any attempted assignment in violation of this section is void.

19.5 Force Majeure

Neither party will be liable for any failure or delay in performance due to events beyond its reasonable control, including acts of God, war, terrorism, pandemics, riots, embargoes, labor disputes, service provider failures, denial-of-service attacks, power outages, or governmental actions, provided the affected party uses commercially reasonable efforts to mitigate the impact and resume performance.

19.6 Notices

We may provide notices to you via email to the address associated with your account, in-app notifications, or by posting on our website or within the Service. Legal notices to us must be sent to: tracy@cosha.us. You agree that electronic communications satisfy any legal requirement that communications be in writing.

19.7 Publicity

With your Company's prior written consent (which may be provided via email), we may identify your Company as a customer and use your Company's name and logo in our marketing materials, customer lists, and presentations. We will comply with any reasonable brand guidelines you provide. You may withdraw consent at any time by notifying us at tracy@cosha.us.

19.8 Order of Precedence

In the event of a conflict between these Terms and any other agreement between your Company and us (such as a master services agreement, order form, DPA, or SLA), the following order of precedence applies (from highest to lowest): (1) signed order form or statement of work; (2) master services agreement; (3) DPA or SLA; (4) these Terms.

19.9 Relationship of Parties

You and we are independent contractors. These Terms do not create a partnership, franchise, joint venture, agency, fiduciary, or employment relationship between the parties.

19.10 Third-Party Beneficiaries

These Terms are solely for the benefit of you and us, and do not confer any rights upon any third party, except as expressly stated (e.g., indemnified parties under Section 15).

19.11 Copyright Complaints (DMCA)

If you believe that Content on the Service infringes your copyright, please contact our designated copyright agent at www.cantorcolburn.com with the following information: (a) aphysical or electronic signature of the copyright owner or authorized representative; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the allegedly infringing material and information sufficient to locate it; (d) your contact information; (e) a statement that you have a good-faith belief that the disputed use is not authorized; and (f) a statement, under penalty of perjury, that the information in your notice is accurate and that you are authorized to act on behalf of the copyright owner.

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20. CONTACT INFORMATION

Company Legal Name: CoSHA

Registered Address: 211 N. Union Street, Suite 100, Alexandria, VA 22314

Primary Contact Email: tracy@cosha.us

Legal Notices: tracy@cosha.us

DMCA Agent: www.cantorcolburn.com

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END OF TERMS OF USE