Terms of Service

Last Updated: December 6, 2024

1. Agreement to Terms

These Terms of Service ("Terms") constitute a legally binding agreement between you and SVDEN Inc. ("XWire AI PM", "we", "us", or "our"), governing your access to and use of the XWire AI PM website (pm.xwire.ai), mobile application, and all related services (collectively, the "Platform").

By accessing or using the Platform, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, you may not access or use the Platform.

2. Platform Description

XWire AI PM is an AI-powered construction project management platform that helps developers, general contractors, subcontractors, architects, and homeowners plan, budget, and manage construction projects. The Platform includes tools for project scheduling, budgeting, draw management, procurement, document management, and AI-assisted estimation and analysis.

3. Eligibility

You must be at least 18 years old and have the legal capacity to enter into contracts to use the Platform. By using the Platform, you represent and warrant that:

• You are at least 18 years of age
• You are legally capable of entering into binding contracts
• You are not barred from using the Platform under applicable law
• You will use the Platform only for lawful business purposes
• All information you provide is accurate, current, and complete

4. Account Registration

4.1 Account Creation

To access certain features of the Platform, 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 account credentials
• Accept responsibility for all activities under your account
• Notify us immediately of any unauthorized access

4.2 Account Types

• Owner / Developer Accounts: For project owners managing budgets, draws, and schedules
• Contractor Accounts: For general contractors and subcontractors collaborating on projects
• Professional Accounts: For architects, engineers, inspectors, and lenders

5. Platform Services

5.1 Project Management Tools

The Platform provides tools for managing construction projects, including schedules, budgets, draws, RFIs, submittals, inspections, and change orders. However:

• The Platform is a management tool; you remain solely responsible for your projects, contracts, and regulatory compliance
• Data you enter or import (budgets, schedules, documents) is your responsibility to verify for accuracy
• Features and functionality are subject to change without notice
• We reserve the right to modify or discontinue features at any time

5.2 AI-Assisted Features

The Platform includes AI-assisted features such as material takeoffs, labor estimates, pro-forma generation, schedule generation, and document extraction. You acknowledge that:

• AI-generated outputs are estimates and drafts provided for informational purposes only
• AI outputs may contain errors or omissions and must be reviewed by a qualified professional before being relied upon
• AI outputs do not constitute professional engineering, architectural, legal, or financial advice
• You are solely responsible for decisions made based on AI-generated content, including bids, budgets, and schedules

5.3 Third-Party Collaboration

The Platform may facilitate communication and document sharing between project participants (owners, contractors, vendors, lenders). We are not a party to any agreement between you and other Platform users, and we are not responsible for the performance, quality, or legality of any work or services arranged through the Platform.

6. Subscriptions & Payment Terms

6.1 Fees

Certain features of the Platform may require a paid subscription. Fees, billing cycles, and included features are described at the point of purchase. We reserve the right to change pricing with reasonable advance notice.

6.2 Payment Processing

By providing payment information, you represent and warrant that:

• You are authorized to use the payment method provided
• You will pay all charges incurred
• Your payment information is accurate and current

6.3 Pricing & Taxes

• All prices are in U.S. Dollars (USD)
• Prices do not include applicable sales tax, VAT, or other taxes
• You are responsible for all applicable taxes
• Tax-exempt customers must provide valid exemption certificates

7. Your Project Data

You retain ownership of the project data, documents, drawings, budgets, and other materials you upload to the Platform ("Project Data"). You grant us a limited license to host, process, and display Project Data solely to provide the Platform's services, including processing documents through AI services to deliver requested features.

You are responsible for maintaining independent copies of critical Project Data. We provide export capabilities but are not a system of record for legal, permitting, or financial compliance purposes.

8. AI-Generated Content Disclaimer

Estimates, schedules, pro-formas, and other content generated by the Platform's AI features are provided "as is" without any warranty of accuracy or fitness for a particular purpose. Cost data, regional adjustment factors, and productivity assumptions are approximations. Always verify AI-generated figures against actual quotes, contracts, and professional judgment before making binding commitments.

9. User Content & Conduct

9.1 User-Generated Content

You may post, upload, or submit content to the Platform, including:

• Project photos, plans, and descriptions
• Budgets, schedules, and financial documents
• Comments and messages
• Profile information

9.2 Content License

By submitting content, you grant us a worldwide, non-exclusive, royalty-free, transferable, sublicensable license to use, reproduce, distribute, modify, adapt, publicly display, and publicly perform your content solely in connection with operating and improving the Platform.

9.3 Prohibited Conduct

You agree not to:

• Violate any laws or regulations
• Infringe on intellectual property rights
• Post false, misleading, or fraudulent information
• Harass, abuse, or harm other users
• Post spam, unsolicited advertising, or promotional content
• Transmit viruses, malware, or harmful code
• Attempt to gain unauthorized access to the Platform
• Interfere with or disrupt the Platform's operation
• Scrape, crawl, or harvest content without permission
• Use the Platform for any illegal purpose

9.4 Content Moderation

We reserve the right (but have no obligation) to:

• Monitor, review, and moderate user content
• Remove or refuse to post any content
• Suspend or terminate accounts for violations

10. Intellectual Property

10.1 Our IP

The Platform and all content, features, and functionality (including but not limited to design, text, graphics, logos, images, and software) are owned by XWire AI PM or our licensors and are protected by copyright, trademark, patent, and other intellectual property laws.

10.2 Trademarks

"XWire AI", "XWire AI PM", "SVDEN", and related logos are trademarks of SVDEN Inc. You may not use these marks without our prior written consent.

10.3 Third-Party Trademarks

Claude and Anthropic are trademarks of Anthropic, PBC. Other product and company names referenced on the Platform are trademarks of their respective owners.

11. Privacy & Data Protection

Your privacy is important to us. Please review our Privacy Policy to understand how we collect, use, and protect your personal information.

12. Disclaimers & Warranties

12.1 "AS IS" Basis

THE PLATFORM IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS 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.

12.2 No Warranty

We do not warrant that:

• The Platform will be uninterrupted, secure, or error-free
• Defects will be corrected
• The Platform is free of viruses or harmful components
• Results (including AI-generated estimates) will meet your requirements

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, XWIRE AI PM, ITS AFFILIATES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or use
• Business interruption or construction delays
• Any damages arising from your use or inability to use the Platform
• Any damages arising from reliance on AI-generated content

OUR TOTAL LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNT PAID BY YOU TO US IN THE 12 MONTHS PRIOR TO THE CLAIM, OR (B) $1,000.

14. Indemnification

You agree to indemnify, defend, and hold harmless XWire AI PM and its affiliates, officers, directors, employees, and agents from any claims, damages, losses, liabilities, and expenses (including reasonable attorneys' fees) arising from:

• Your use of the Platform
• Your violation of these Terms
• Your violation of any rights of another
• Your content posted on the Platform

15. Dispute Resolution

15.1 Informal Resolution

Before filing a claim, you agree to contact us at legal@xwire.ai to attempt to resolve the dispute informally. We will attempt to resolve disputes within 30 days.

15.2 Binding Arbitration

If informal resolution fails, you agree that any dispute arising from or relating to these Terms or the Platform shall be resolved through binding arbitration in accordance with the Commercial Arbitration Rules of the American Arbitration Association (AAA).

• Location: Arbitration shall take place in Santa Clara County, California
• Costs: Each party shall bear their own costs and attorneys' fees
• Class Action Waiver: You agree to arbitrate disputes only on an individual basis

15.3 Exceptions

Either party may seek injunctive or other equitable relief in court to protect intellectual property rights.

16. Governing Law & Jurisdiction

These Terms shall be governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles. Any legal action not subject to arbitration shall be brought exclusively in the state or federal courts located in Santa Clara County, California.

17. Termination

17.1 By You

You may terminate your account at any time by contacting us or using the account deletion feature in your account settings.

17.2 By Us

We may suspend or terminate your account and access to the Platform at any time, with or without cause, with or without notice. Reasons for termination may include:

• Violation of these Terms
• Fraudulent or illegal activity
• Abuse or harassment of other users
• Chargebacks or payment disputes
• Inactivity for extended periods

17.3 Effect of Termination

Upon termination:

• Your right to access the Platform immediately ceases
• We may delete your account and content after a reasonable export window
• Certain provisions of these Terms (including limitations of liability) survive termination

18. Modifications to Terms

We reserve the right to modify these Terms at any time. We will notify you of material changes by:

• Posting the updated Terms on the Platform
• Updating the "Last Updated" date
• Sending you an email notification (for significant changes)

Your continued use of the Platform after changes become effective constitutes your acceptance of the revised Terms.

19. General Provisions

19.1 Entire Agreement

These Terms, together with our Privacy Policy and other referenced policies, constitute the entire agreement between you and XWire AI PM regarding the Platform.

19.2 Severability

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

19.3 Waiver

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

19.4 Assignment

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

19.5 Force Majeure

We shall not be liable for any failure to perform our obligations due to circumstances beyond our reasonable control, including but not limited to acts of God, war, terrorism, pandemic, supply chain disruptions, or government action.

20. Contact Information

For questions about these Terms, please contact us: