Structum AI Terms of Service

Effective Date: October 1, 2026

Last Updated: October 1, 2026

Please read these Terms carefully. They are a binding contract between the organization you represent and Structum. They include (a) limits on how you may rely on AI-generated results (Sections 6 and 7 and the AI Terms), (b) disclaimers of warranties and a limitation of Structum’s liability (Sections 17 and 19), (c) your obligation to indemnify Structum for certain claims (Section 18), and (d) an agreement to resolve disputes by binding individual arbitration under Delaware law, with a waiver of jury trials and class actions (Section 20). If you are a governmental entity, see Section 21.

1. Agreement, Parties, and Acceptance

1.1 The Parties

These Terms of Service (the “Terms”) are entered into between the Structum Operating Entity (“Structum,” “we,” “us,” or “our”) and the organization or person that accepts them (“Customer,” “you,” or “your”). “Structum Operating Entity” means Structum AI LLC, a Delaware limited liability company with its principal office at 8 The Green, Suite B, Dover, DE 19901, United States, together with any successor entity that continues its business, including by statutory conversion into a corporation (in which case the entity is expected to be named Structum AI, Inc.). The current legal name of the Structum Operating Entity is stated in Section 23.9. A change in Structum’s legal form or name does not affect these Terms or any Order Form.

1.2 The Platform Is Licensed, Not Owned, by Structum

The Structum AI™ platform, software, models, and trademarks (the “Structum Platform”) are owned by Structum AI IP L.L.C., a Wyoming limited liability company (“Structum IP”), and are operated and made available by Structum under an exclusive license. Structum IP is a third-party beneficiary of Sections 2, 12, 14, 17, 18, and 19 of these Terms and may enforce them directly. Nothing in these Terms is a representation that Structum owns the Structum Platform, and nothing grants you any right in the Structum Platform other than the limited access right in Section 2. “Affiliate” means an entity that controls, is controlled by, or is under common control with a party; as of the Effective Date, Structum’s Affiliates are Structum IP and Castellum Capitalium LLC, the manager of both. Companies whose products or APIs Structum uses are not Structum’s Affiliates.

1.3 How You Accept

You accept these Terms by doing any of the following: clicking a button or checking a box that references these Terms; signing or electronically accepting an Order Form that references these Terms; creating an account; or accessing or using the Services. If you accept on behalf of an organization, you represent that you have authority to bind that organization, and “Customer” means that organization. If you do not have that authority, or you do not agree to these Terms, you may not use the Services.

1.4 Authorized Users

Customer’s administrators, employees, contractors, and other persons that Customer permits to access the Services (“Authorized Users”) are bound by these Terms through Customer. Customer is responsible for every act and omission of its Authorized Users and of any person who accesses the Services using credentials issued to Customer, whether or not authorized by Customer, until Customer notifies Structum in writing that the credentials have been compromised and Structum has had a reasonable opportunity to act.

1.5 Business Use Only

The Services are offered only to businesses, governmental entities, and other organizations, and to individuals acting on their behalf. The Services are not offered to consumers or for personal, family, or household purposes. Each Authorized User must be at least eighteen (18) years old.

1.6 Documents That Form the Agreement

The agreement between Customer and Structum (the “Agreement”) consists of, in the following order of precedence in the event of a conflict:

• any ordering document, quote, or enterprise agreement for the Services that is signed or electronically accepted by both parties (an “Order Form”), and any mutually signed amendment (including any negotiated Data Processing Addendum);

• the Data Processing Addendum (“DPA”), when made available by Structum and applicable to Customer;

• the AI Features and Output Terms (“AI Terms”);

• the Acceptable Use Policy (“AUP”);

• the Subscription Plans and Founder Program Terms (“Plan Terms”);

• the Refund and Cancellation Policy (“Refund Policy”);

• these Terms; and

• Structum’s then-current user guides, help content, and technical documentation for the Services (the “Documentation”) and any feature-specific terms presented in the Services.

The Privacy Notice describes how Structum handles Personal Information; it is provided for information and is not a contract, except to the extent the DPA incorporates any part of it. The Subprocessor List and Security Overview, when published, describe current practices and may be updated as described in those documents.

2. The Services and Your Right to Use Them

2.1 The Services

The “Services” means the Structum Platform as made available by Structum through the web application at structumai.build, the Structum application programming interface (“API”), the Structum Model Context Protocol server (“MCP Server”), AI Features, integrations, Documentation, support, and any related services identified in an Order Form. Structum may deliver the Services through its Affiliates, subcontractors, and service providers, and remains responsible to Customer for their performance under the Agreement.

2.2 Access Right

Subject to the Agreement, Structum grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right, during the Subscription Term, for Customer and its Authorized Users to access and use the Services solely for Customer’s internal business purposes in the construction, design, development, and related industries, in accordance with the Documentation. This right is a sublicense under Structum’s license from Structum IP; it terminates automatically upon any termination of that license, subject to the wind-down period described in Section 11.5. No other right is granted, by implication, estoppel, or otherwise.

2.3 Restrictions

Customer will not, and will not permit any person to: (a) sell, resell, rent, lease, lend, sublicense, distribute, or otherwise make the Services available to any third party, including as a service bureau or for the benefit of a third party’s projects, except as expressly permitted for Vendor Recipients and project collaborators under Section 3.4; (b) copy, modify, translate, adapt, or create derivative works of the Services; (c) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, models, prompts, weights, algorithms, or underlying components of the Services, except to the extent applicable law expressly prohibits this restriction; (d) access the Services to build a competing product or service, or to benchmark the Services for publication without Structum’s written consent; (e) use automated means to extract data from the Services other than through the API or MCP Server in accordance with Section 8; (f) remove, obscure, or alter any proprietary notice, trademark, or attribution; (g) interfere with or disrupt the integrity, security, or performance of the Services; (h) attempt to gain unauthorized access to the Services, other customers’ environments, or related systems; (i) use the Services in violation of the AUP or applicable law; or (j) use the Services to train, fine-tune, or improve any machine-learning or artificial-intelligence model, other than Customer-specific configurations Structum provides within the Services.

2.4 Changes to the Services

Structum may modify, add, or remove features and functionality of the Services from time to time, including in response to changes by AI-model, cloud, or integration providers. Structum will use commercially reasonable efforts to give advance notice of any change that materially reduces the core functionality of a paid Subscription, and Customer’s remedy for such a change is to terminate the affected Subscription under Section 11.3. Structum may discontinue the Services entirely on at least ninety (90) days’ notice (or a shorter period if required by law, a licensor, or a provider), in which case Structum will refund any prepaid Fees for the period after discontinuation.

2.5 Beta Services and Early Access

Structum may designate an account, feature, or the Services as a whole as pilot, beta, early access, preview, or evaluation (“Beta Services”). Section 22 (Beta Services) applies to Beta Services and controls over any conflicting provision of these Terms. As of the Effective Date, all Customer accounts are Beta Services unless an Order Form or the Plan Terms states otherwise; the Plan Terms identify which plans are generally available.

2.6 Support and Availability

Structum will provide reasonable support for the Services by email at support@structumai.io during Structum’s normal business hours. Unless an Order Form includes a service-level agreement, Structum does not commit to any uptime, response time, or resolution time, and planned or unplanned downtime, maintenance, and provider outages are not breaches of the Agreement.

2.7 Trademarks

STRUCTUM, STRUCTUM AI, the Structum logo, and related marks (the “Marks”) are trademarks of Structum IP. Customer may not use the Marks except to identify the Services to its own personnel and collaborators in the ordinary course. All goodwill from any use of the Marks inures to Structum IP.

3. Accounts, Administrators, Permissions, and Collaborators

3.1 Account Information

Customer will provide accurate, current, and complete registration and billing information and keep it updated. Structum may rely on the contact information in the account for all notices.

3.2 Administrators and Permissions

Customer designates one or more administrators who may add and remove Authorized Users, assign roles and permissions, configure projects, retention settings, integrations, AI Features, and connections to AI Clients, export and delete Customer Content, and otherwise manage Customer’s environment. Structum may rely on the instructions of any administrator. Customer is solely responsible for the permissions, roles, sharing settings, integration scopes, and AI Client authorizations it configures, for reviewing them periodically, and for the consequences of any misconfiguration, including access by persons who should not have had it.

3.3 Credentials and Security Practices

Customer will require Authorized Users to keep credentials confidential, will not share accounts among individuals, will enable multi-factor authentication where offered, will promptly deactivate the access of departed or reassigned personnel, and will notify Structum at security@structumai.io without delay upon learning of any unauthorized use of an account or credentials. Structum is not liable for any loss arising from unauthorized use of Customer’s accounts or credentials.

3.4 Collaborators and Vendor Recipients

Customer may invite external project participants (for example, owners, architects, engineers, consultants, and subcontractors) to access designated projects, and may direct the Services to send bid invitations, follow-ups, transmittals, and other communications to vendors and subcontractors (“Vendor Recipients”). Invited participants are Authorized Users of Customer for purposes of the Agreement. Vendor Recipients who do not hold accounts are not parties to the Agreement and receive no rights under it; any portal or response feature offered to them is governed by terms presented to them at the point of use. Customer is responsible for the accuracy of recipient information and for having the right to communicate with each recipient through the Services.

3.5 Structum Is Not a Party to Customer’s Projects

Structum is not a party to any construction contract, subcontract, purchase order, bid, proposal, change order, pay application, lien waiver, or other document created, exchanged, or stored in the Services, and has no obligation or liability under any of them. Documents generated or transmitted through the Services are Customer’s documents.

4. Customer Content

4.1 Definition

“Customer Content” means all data, documents, drawings, specifications, communications, recordings, transcripts, images, records, prompts, and other materials that Customer or its Authorized Users upload to, submit to, connect to, generate within (other than Outputs, which are addressed in Section 6), or otherwise make available through the Services, including Personal Information contained in them.

4.2 Ownership

As between Customer and Structum, Customer owns all right, title, and interest in Customer Content. Structum acquires no rights in Customer Content other than the license in Section 4.3.

4.3 License to Structum

Customer grants Structum and its Affiliates, subcontractors, and service providers a worldwide, non-exclusive, royalty-free license to host, store, copy, transmit, display, index, analyze, extract from, classify, summarize, process with AI Features, create embeddings and derived representations of, and otherwise use Customer Content, solely as necessary to provide, secure, support, and improve the Services for Customer, to comply with law, and as otherwise permitted by the Agreement and the Privacy Notice. This license includes the right to transmit Customer Content to AI-model providers, Integration Providers, and AI Clients as directed by Customer or its Authorized Users or as necessary to deliver a feature Customer has enabled.

4.4 Customer Warranties Regarding Customer Content

Customer represents and warrants that: (a) it has all rights, licenses, consents, and authority necessary to provide Customer Content to Structum and to have it processed as described in the Agreement, including from the owners, design professionals, subcontractors, vendors, employees, and other persons whose information or work product is included in it; (b) Customer Content and its use in the Services will not infringe, misappropriate, or violate any intellectual-property, privacy, publicity, confidentiality, contractual, or other right of any person, or any law; (c) Customer has given any notice and obtained any consent required by law for the collection, recording, monitoring, transcription, and processing of Customer Content, including for meeting recordings and transcripts, workforce and payroll records, communications, and location information; and (d) Customer Content does not include any data that the AUP prohibits.

4.5 Accuracy of Inputs

The Services, including AI Features, operate on the information Customer provides. Customer is responsible for the accuracy, completeness, legibility, currency, and organization of Customer Content, including drawings, specifications, addenda, bids, contracts, schedules, and financial records, and for identifying the current and superseded versions of documents. Structum is not responsible for results that reflect inaccurate, incomplete, outdated, superseded, or ambiguous inputs.

4.6 Records, Retention, and Legal Holds

The Services are a productivity tool, not a system of record or a records-retention service. Customer is solely responsible for: (a) determining the retention periods that apply to its records under construction, tax, employment, prevailing-wage, public-records, lien, bond, warranty, and other laws and contracts; (b) maintaining its own complete copies of records it is required to keep; (c) exporting Customer Content before it is deleted under Section 11.6 or Customer’s own retention settings; and (d) identifying, preserving, and producing records subject to litigation holds, subpoenas, audits, public-records requests, and discovery. Structum will not delete Customer Content during the Subscription Term except at Customer’s direction, under Customer’s configured settings, as required by law, or as permitted by Section 10, and will provide reasonable assistance with preservation and export requests at its then-current professional-services rates. Structum makes no commitment that the Services satisfy any records-retention, e-discovery, or public-records requirement.

4.7 Removal and Suspension

Structum may remove, quarantine, or restrict access to Customer Content that it reasonably believes violates the Agreement, infringes a third party’s rights, contains malware, or exposes Structum to legal risk, and will notify Customer where practicable. Structum will respond to notices of claimed copyright infringement in accordance with its copyright policy and the Digital Millennium Copyright Act.

4.8 Usage Data and De-identified Data

Structum may collect and use technical, diagnostic, performance, and usage information about the operation and use of the Services (“Usage Data”), and may create and use de-identified or aggregated data derived from Customer Content and Usage Data, for any lawful purpose, including to operate, secure, support, and improve the Services and AI Features and to develop benchmarks and new offerings, provided that Structum does not disclose de-identified data in a form that identifies Customer or any individual and does not attempt to re-identify it.

5. Privacy, Security, and Data Protection

5.1 Roles

For Customer Content, Customer is the controller or business and Structum is the processor, service provider, or contractor, as those terms are used in applicable privacy law. Structum processes Customer Content only on Customer’s documented instructions, which consist of the Agreement, Customer’s configuration of the Services, and the actions of Authorized Users and connected AI Clients. For account, billing, usage, security, marketing, and other data Structum collects for its own purposes, Structum is the controller or business, as described in the Privacy Notice. “Personal Information” has the meaning given in the Privacy Notice.

5.2 Data Processing Addendum

Where applicable privacy law requires processor or service-provider terms, the DPA forms part of the Agreement when made available by Structum. Until a DPA is in place, Structum will process Personal Information in Customer Content in accordance with Section 5 and the Privacy Notice and will not sell it, share it for cross-context behavioral advertising, or use it outside the direct business relationship except as permitted by law.

5.3 Security Program

Structum will maintain a risk-based information security program with administrative, technical, and physical safeguards that are designed to protect Customer Content against unauthorized access, disclosure, alteration, and loss and that are appropriate to the nature of the Services and the sensitivity of the data. Structum may describe its current controls in a Security Overview. Security is a shared responsibility. Customer is responsible for the security of its own systems, devices, networks, credentials, integrations, AI Clients, and configurations, and for the data it chooses to submit. No method of transmission or storage is completely secure, and Structum does not guarantee that the Services will be free from unauthorized access.

5.4 Subprocessors, Affiliates, and Contractors

Customer authorizes Structum to engage Affiliates, subcontractors, and third-party service providers—including cloud-infrastructure, AI-model, email, messaging, security, analytics, and support providers—to process Customer Content in connection with the Services (“Subprocessors”), and acknowledges that software development and maintenance are performed in part by individual contractors engaged by Structum IP, some of whom are located outside the United States, under written confidentiality, security, and data-protection obligations. Structum will make a list of material Subprocessors available on request and, when published, at a location identified in the Services, and will provide a mechanism for Customer to receive notice of additions. Structum remains responsible for its Subprocessors’ performance to the same extent as for its own.

5.5 Security Incidents

If Structum becomes aware of a confirmed unauthorized access to or acquisition of unencrypted Customer Content in Structum’s possession that compromises its security, confidentiality, or integrity (a “Security Incident”), Structum will notify Customer without undue delay after confirmation, consistent with the DPA and applicable law, and will provide information reasonably available to Structum to assist Customer in meeting its own notification obligations. Customer is responsible for determining whether and how to notify individuals, regulators, project owners, and other third parties. Unsuccessful attempts, such as blocked port scans and failed log-ins, are not Security Incidents.

5.6 Government and Legal Requests

Structum may disclose Customer Content when required by subpoena, court order, warrant, regulatory demand, or other legal process. Where legally permitted and practicable, Structum will notify Customer before disclosure so that Customer may seek a protective order, and will disclose only the information it reasonably believes it is legally required to disclose.

5.7 Data Location

Structum hosts the Services with cloud-infrastructure providers headquartered in the United States. Customer Content may be accessed or processed in other countries by Structum’s Affiliates, contractors, Subprocessors, and by AI Clients and Integration Providers that Customer connects. Customer is responsible for ensuring that its use of the Services complies with any data-residency or cross-border restriction that applies to Customer or its projects.

6. AI Features and Outputs

6.1 AI Terms Incorporated

The Services include features that use machine learning, large language models, generative AI, optical character recognition, and other automated techniques to extract, classify, summarize, search, match, calculate, draft, recommend, and take assisted actions (“AI Features”). Results generated by AI Features, including extracted data, classifications, summaries, chat responses, takeoffs, quantities, estimates, bid comparisons, vendor matches, schedules, calculations, drafts, recommendations, and proposed actions, are “Outputs.” The AI Terms govern AI Features and Outputs and are incorporated into these Terms. This Section 6 summarizes the principal points; the AI Terms control in the event of any difference.

6.2 Outputs Are Probabilistic and Require Review

AI Features generate Outputs using statistical and probabilistic methods. Outputs may be inaccurate, incomplete, out of date, internally inconsistent, or entirely fabricated, and may omit information that is present in Customer Content. Structum does not review Outputs before they are presented to Customer. Customer will review every Output for accuracy, completeness, and suitability before relying on it, acting on it, communicating it to a third party, or incorporating it into a bid, estimate, contract, pay application, schedule, submittal, compliance determination, or other deliverable, and will not treat any Output as a substitute for its own professional judgment or for review by a licensed professional where one is required.

6.3 Not Professional Advice

Structum is a software provider. Structum is not an architect, engineer, general contractor, estimator, cost consultant, scheduler, code official, inspector, surveyor, attorney, accountant, tax adviser, or insurance or financial adviser, and does not provide professional services of any kind through the Services. Outputs concerning construction codes, permits, specifications, means and methods, quantities, costs, schedules, contract terms, lien rights, payment obligations, compliance, or finances are informational tools only and are not professional, legal, engineering, code, or financial advice.

6.4 Ownership of Outputs

As between Customer and Structum, Customer owns the Outputs generated for Customer, subject to the Structum Platform and Structum IP’s rights in the models, prompts, templates, and methods used to generate them. Because AI Features generate Outputs from patterns, Outputs generated for other customers may be similar or identical to Customer’s Outputs, and Structum does not represent that any Output is unique, original, or non-infringing. Customer is responsible for its use and further distribution of Outputs.

6.5 Assisted and Automated Actions

Some AI Features and AI Clients can prepare actions in the Services, such as drafting and sending vendor communications, creating purchase orders, change orders, RFIs, or submittals, generating schedules, importing line items, or updating financial records. Actions that would send communications outside Customer’s organization, commit or move money, or make changes that cannot be undone are presented as previews and take effect only when an Authorized User confirms them in the Services. Every action confirmed by an Authorized User, and every action an Authorized User configures to run without individual confirmation where the Services permit that, is Customer’s action, and Customer is responsible for its consequences, including communications sent, commitments made, and records changed.

6.6 No Training on Customer Content Without Permission

Structum does not use Customer Content or Outputs to train or fine-tune generalized AI models made available to other customers or the public, unless Customer expressly opts in or an Order Form provides otherwise. Structum may use Customer Content within Customer’s environment to build indexes, embeddings, and Customer-specific configurations, and may use Usage Data and de-identified data as described in Section 4.8. Structum’s AI-model providers are engaged under terms that, where available, prohibit the provider from using Structum’s inputs and outputs to train the provider’s generalized models.

7. Construction-Specific Acknowledgments

Without limiting Section 6 or the AI Terms, Customer acknowledges and agrees that:

• Drawings, plans, specifications, and addenda. Extraction, plan analysis, specification analysis, and addendum analysis may misread, mislocate, or miss scope, dimensions, notes, revisions, clouds, and cross-references, and may not detect conflicts among documents. Customer will verify all such Outputs against the current contract documents.

• Takeoffs, quantities, and estimates. Quantities, unit costs, assemblies, productivity factors, markups, and totals in Outputs are computational aids. They may be wrong, may omit scope, and do not account for site conditions, means and methods, market pricing, escalation, or Customer’s own risk. Customer is solely responsible for every bid, proposal, guaranteed maximum price, budget, and estimate it issues.

• Bid leveling, vendor matching, and vendor compliance. Bid comparisons, scope-gap identification, vendor matches, and insurance- or license-compliance indications depend on the documents and data available to the Services and on how the Services interpret them. They do not verify a vendor’s qualifications, licensure, insurance coverage, financial condition, safety record, or performance, and are not a recommendation to contract with any vendor.

• Schedules and critical-path calculations. Generated schedules, durations, logic, float, and critical-path results may be incorrect or infeasible, do not account for all constraints, and are not a substitute for a professionally prepared and maintained schedule. Customer is responsible for all schedule commitments, notices of delay, and time-related claims.

• Deadlines and notices. Reminders, calendar entries, and tracked dates for submittals, RFIs, change-order responses, permit expirations, lien and bond notices, pay-application windows, notices of claim, and similar deadlines are conveniences. Structum does not guarantee that any reminder will be delivered or that any date is correctly calculated, and Customer remains solely responsible for meeting every deadline.

• Codes, permits, inspections, and compliance. Construction-code lookups, permit-requirement summaries, and compliance analyses may be based on incomplete, outdated, or misapplied sources, and local amendments and authorities having jurisdiction vary. Customer will confirm all code and permit requirements with the applicable authority and licensed professionals.

• Contracts, change orders, and extracted contract terms. Extracted contract sums, dates, retainage, payment terms, scopes, exclusions, and notice requirements may be inaccurate or incomplete. Customer will rely on the executed contract documents, not on extracted or summarized terms.

• Pay applications, invoices, lien waivers, and financial records. The Services do not transmit funds, are not a payment processor, money transmitter, escrow agent, or lender, and do not verify that any amount is owed, earned, or paid. Lien-waiver and pay-application forms generated by the Services may not conform to the statutory form, notarization, or timing requirements of the state where the project is located. Accounting classifications, cost codes, and financial analyses are suggestions that Customer’s accounting personnel must review. Customer is responsible for all payment decisions, lien and bond compliance, tax treatment, and financial reporting.

• Project communications. Drafted or automated emails, text messages, transmittals, and meeting minutes may misstate facts, omit recipients, or be sent to the wrong recipients if Customer’s data is wrong. Communications sent through the Services are Customer’s communications.

• Workforce, safety, and daily logs. Daily logs, meeting minutes, transcripts, and workforce records may contain personal, employment, medical, or safety information. Customer is responsible for compliance with employment, labor, monitoring, recording-consent, prevailing-wage, certified-payroll, safety-reporting, and privacy laws in its use of these features.

• Public projects and public records. Customer is responsible for determining whether Customer Content is subject to public-records, procurement, audit, or retention requirements and for complying with them.

8. Integrations, Third-Party Services, API, and AI Clients

8.1 Third-Party Services and Integration Providers

The Services can connect to third-party products and services, such as Google Workspace, Microsoft 365, accounting and financial platforms, bank-data aggregators, calendar and email systems, and construction- and property-data sources (“Third-Party Services,” and their providers, “Integration Providers”). Customer decides whether to connect a Third-Party Service and which permissions to grant. By connecting one, Customer authorizes Structum to exchange Customer Content with it and agrees to the Integration Provider’s terms, which govern the Integration Provider’s processing. Integration Providers are independent of Structum and are not Structum’s Subprocessors. Structum does not control and is not responsible for Third-Party Services, their availability, accuracy, security, changes, or discontinuation, or for data they provide or receive, and may suspend or discontinue an integration if an Integration Provider changes or withdraws access.

8.2 Synchronization and Financial Integrations

Data synchronized with accounting, banking, payment, or enterprise systems may be delayed, duplicated, incomplete, transformed, or mismatched, and classifications or mappings between systems may be wrong. Customer will review synchronized records in the destination system before relying on them, and is responsible for reconciling its books, paying its obligations, and meeting its tax and reporting duties regardless of the state of any integration.

8.3 Google and Microsoft Data

Structum’s use of information received from Google APIs will adhere to the Google API Services User Data Policy, including the Limited Use requirements. Structum’s use of information received through Microsoft Graph and related Microsoft services will comply with Microsoft’s applicable developer terms. Customer’s administrators may control which users and data are available to these integrations and may revoke them at any time; revocation stops future access but does not delete data already imported into the Services.

8.4 API and MCP Server

Customer may access its own Customer Content programmatically through the API and the MCP Server, subject to the Documentation, any rate limits, and the AUP. API credentials and MCP authorizations are Customer’s credentials under Section 3.3. Structum may monitor, throttle, suspend, or revoke API and MCP access to protect the Services or other customers, and may change the API and MCP Server on notice.

8.5 AI Clients

Customer may connect third-party AI assistants, agents, or applications of its choosing (“AI Clients”) to the Services through the MCP Server or API so that the AI Client can read Customer Content and prepare actions on an Authorized User’s behalf. Customer acknowledges and agrees that: (a) the AI Client and its provider are selected by Customer, are independent third parties, and are not Structum’s Subprocessors or agents; (b) Customer Content returned to an AI Client is processed by the AI Client and its provider under the provider’s own terms, including the provider’s data-retention and model-training settings, which Customer is responsible for reviewing and configuring; (c) Structum does not control what an AI Client does with Customer Content, what it says to users, or what actions it proposes, and an AI Client may misunderstand instructions, retrieve the wrong records, or propose actions Customer does not intend; (d) the permissions Customer grants to an AI Client determine what it can access, and Customer is responsible for granting the minimum necessary permissions and for revoking them when no longer needed; (e) Section 6.5 applies to every action initiated through an AI Client; and (f) Structum logs AI Client activity as described in the Privacy Notice. Structum may suspend a connection from an AI Client that presents a security, abuse, or legal risk.

8.6 Model Providers

AI Features depend on third-party model, hosting, and AI-infrastructure providers that Structum may change at any time. Structum is not responsible for a provider’s outage, degradation, rate limiting, content filtering, model change, deprecation, or policy change, or for differences in Outputs that result from them.

9. Communications Sent Through the Services

9.1 Email and SMS on Customer’s Behalf

The Services can send emails and, where offered, text messages to Authorized Users, collaborators, and Vendor Recipients at Customer’s direction, including bid invitations, follow-ups, transmittals, notifications, and messages drafted by AI Features. Every such communication is sent on Customer’s behalf, identifies Customer as the party on whose behalf it is sent, and is Customer’s communication for purposes of the CAN-SPAM Act, the Telephone Consumer Protection Act, state telemarketing and messaging laws, and any similar law. Customer is responsible for having the right to contact each recipient, for the content of each communication, and for honoring recipient opt-outs that the Services record or that recipients communicate directly to Customer.

9.2 Delivery Not Guaranteed

Email and text-message delivery depends on third-party carriers, mailbox providers, spam filters, recipient settings, and the accuracy of recipient information. Structum does not guarantee that any communication will be delivered, delivered on time, or read, and is not responsible for bounced, filtered, delayed, or undelivered communications or for any deadline missed as a result.

9.3 Recordings and Transcripts

The Services do not record audio or video. Transcripts, minutes, summaries, and action items are generated from recordings, transcripts, or notes that Customer uploads or connects. Customer represents that each recording it uploads was made lawfully, with any notice or consent required by the law of every place where a participant was located (which in some jurisdictions, including Florida, requires the consent of all parties), and Customer is solely responsible for any claim arising from a recording or transcript.

9.4 Communications From Structum

Structum may send Customer and its Authorized Users transactional, service, security, and account communications by email, in-product notice, or, with consent, text message. Marketing communications include an opt-out.

10. Suspension

Structum may suspend or limit Customer’s or any Authorized User’s access to all or part of the Services, immediately and without liability, if Structum reasonably determines that: (a) Customer is more than fifteen (15) days late on an undisputed payment after notice; (b) there is an actual or threatened security incident, or a use that poses a security, integrity, or performance risk to the Services or other customers; (c) Customer or an Authorized User has materially breached the AUP or Section 2.3; (d) continued provision would violate law, a court order, or the requirement of a licensor, model provider, cloud provider, Integration Provider, or carrier; or (e) Customer has become subject to sanctions or an insolvency proceeding. Structum will use reasonable efforts to notify Customer, to limit the suspension to the affected portion, and to restore access promptly once the cause is resolved. Fees continue to accrue during a suspension caused by Customer.

11. Term, Termination, and Effect of Termination

11.1 Term

The Agreement begins when Customer first accepts these Terms and continues until all Subscriptions have expired or been terminated and Customer no longer has access to the Services. Each subscription to the Services (“Subscription”) runs for the term stated in the applicable Order Form or plan selection (the “Subscription Term”). Structum currently offers Subscriptions on a monthly basis only: a monthly Subscription has a Subscription Term of one billing month, beginning on its Start Date and renewing on each Billing Date (as those terms are defined in the Plan Terms and the Refund Policy). Beta Services accounts run month to month.

11.2 Renewal

A monthly Subscription renews automatically on each Billing Date, at the then-current monthly Fee for the plan, until Customer cancels it as described in the Refund Policy or it is terminated under this Section 11. Any Subscription with a longer Subscription Term stated in an Order Form renews automatically for successive periods equal to the initial Subscription Term at Structum’s then-current pricing, unless either party gives notice of non-renewal at least thirty (30) days before the end of the then-current Subscription Term. Structum will notify Customer of any increase in its monthly Fee at least thirty (30) days before the increase takes effect, except that a Founder Rate is fixed during the Lock Period as described in the Plan Terms.

11.3 Termination for Cause or Convenience

Either party may terminate the Agreement or an affected Subscription on written notice if the other party materially breaches the Agreement and fails to cure within thirty (30) days after notice, or immediately if the other party becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to a bankruptcy or similar proceeding that is not dismissed within sixty (60) days. Customer may cancel a monthly Subscription, or terminate a Beta Services account, at any time through the Services or by email to billing@structumai.io; the cancellation takes effect at the end of the current billing month, and no refund is issued for the remainder of that month except as the Refund Policy provides. Structum may terminate a Beta Services account provided without charge at any time on notice, and may terminate a paid Subscription for convenience on at least thirty (30) days’ notice, in which case the Refund Policy applies to any prepaid Fees. Customer may terminate a Subscription with a longer Subscription Term for convenience only by non-renewal under Section 11.2.

11.4 Termination by Structum for Legal or Licensor Reasons

Structum may terminate the Agreement on at least thirty (30) days’ notice if continued performance would violate applicable law or if Structum’s license from Structum IP terminates, subject to Section 11.5.

11.5 Wind-Down

If Structum’s right to provide the Services ends for any reason, Customer’s access will continue for a wind-down period of up to ninety (90) days after Structum’s notice, or such shorter period as Structum’s licensor or applicable law permits, during which Customer may export Customer Content and Outputs.

11.6 Effect of Termination; Export Window; Deletion

Upon expiration or termination of the Agreement or a Subscription: (a) Customer’s right to access the affected Services ends, except as provided in this Section; (b) for thirty (30) days after the effective date of termination (the “Export Window”), Structum will make the Services available in a limited mode, or will otherwise provide a reasonable means, for Customer to export its Customer Content and Outputs in a standard, machine-readable format; (c) after the Export Window, Structum has no obligation to retain Customer Content or Outputs and will delete or de-identify them in the ordinary course within ninety (90) days, subject to retention in routine backups until overwritten, to legal holds and legal obligations, and to Structum’s retention of Usage Data, de-identified data, billing records, and audit logs; and (d) all Fees accrued before termination become immediately due. Customer is responsible for exporting everything it needs before the Export Window closes. Structum may charge its then-current professional-services rates for export assistance beyond the standard export tools and for any retrieval requested after the Export Window.

11.7 Survival

Sections 1.2, 2.3, 2.7, 3.5, 4 (other than the license in 4.3 to the extent no longer needed), 5.6, 6, 7, 8.5(a)–(c), 9.1, 11.6, 11.7, 12, 13.4, 14, 16, 17, 18, 19, 20, 21, 22.5, and 23, and any other provision that by its nature should survive, survive expiration or termination.

12. Intellectual Property

12.1 Structum Platform

Structum IP owns, and Structum holds an exclusive license to, all right, title, and interest in and to the Structum Platform, the Services, the Documentation, the AI Features, all models, prompts, templates, workflows, schemas, interfaces, and know-how used to provide them, all improvements, modifications, and derivative works of any of them (regardless of who suggests or contributes to them), Usage Data, and de-identified data, and all intellectual-property rights in each of the foregoing (collectively, “Structum IP Assets”). No Structum IP Asset is licensed, assigned, or otherwise transferred to Customer except for the limited access right in Section 2.2. All rights not expressly granted are reserved to Structum and Structum IP.

12.2 Feedback

If Customer or an Authorized User provides suggestions, ideas, enhancement requests, corrections, or other feedback about the Services (“Feedback”), Customer assigns to Structum and its licensors, and to the extent assignment is not permitted grants them a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, and transferable license to use, all right, title, and interest in the Feedback, without restriction or obligation. Structum may assign its rights in Feedback to Structum IP. Feedback does not include Customer Content.

12.3 Customer Marks and Reference

Customer grants Structum a non-exclusive license to use Customer’s name and logo to identify Customer as a customer in Structum’s customer lists and marketing materials, unless Customer opts out by email to marketing@structumai.io. Any other use of Customer’s marks requires Customer’s consent.

13. Fees, Payment, and Taxes

13.1 Fees

Customer will pay the fees for its plan as stated in the Plan Terms, the applicable Order Form, or the plan selection made at purchase (“Fees”). Fees are non-refundable except as expressly stated in the Refund Policy. Upgrades take effect immediately with a prorated charge, and downgrades take effect on the next Billing Date without credit, as described in the Refund Policy. Beta Services are provided without Fees unless an Order Form states otherwise; Structum may introduce Fees for Beta Services on at least thirty (30) days’ notice, and Customer may terminate rather than pay them.

13.2 Invoicing and Payment

Structum sells paid Subscriptions through Paddle.com Inc., Paddle.com (Canada) Ltd, or Paddle.com Market Limited, as identified in the checkout (“Paddle”), its authorized reseller and merchant of record, as further described in the Refund Policy. Fees for monthly Subscriptions are billed in advance and charged automatically by Paddle to the payment method on file on each Billing Date; Customer authorizes those charges, including renewals, prorated upgrade charges, add-ons, and usage-based charges, when it starts a paid Subscription, and will keep a valid payment method on file. Paddle’s Buyer Terms, which Customer accepts in the checkout, govern the payment transaction itself; the Agreement governs Customer’s access to and use of the Services. Where an Order Form provides for invoicing, invoices—whether issued by Paddle on Structum’s behalf or by Structum—are due within thirty (30) days after the invoice date. All Fees are payable in U.S. dollars. Amounts more than thirty (30) days overdue accrue interest at the lesser of 1.5% per month or the maximum lawful rate, and Customer will reimburse Structum’s reasonable costs of collection, including attorneys’ fees and the fees that Paddle or a payment processor imposes for failed or reversed payments. Customer must notify Structum of a disputed charge or invoice in writing within sixty (60) days after the charge or invoice date, stating the basis of the dispute, and will pay the undisputed portion when due. Failed payments, past-due accounts, chargebacks, and refunds are addressed in the Refund Policy and Section 10.

13.3 Taxes

Fees exclude all sales, use, value-added, goods and services, withholding, excise, and similar taxes, duties, and levies (“Taxes”). Customer is responsible for all Taxes associated with its purchases, other than taxes on Structum’s net income. For Subscriptions sold through Paddle, Paddle calculates, collects, and remits applicable transaction Taxes as merchant of record, and a tax-exempt Customer must provide its tax identification or a valid exemption certificate in the checkout or to Paddle as described in the Refund Policy. For amounts Structum invoices directly, a tax-exempt Customer will provide Structum a valid exemption certificate. If Customer is required to withhold any Tax, Customer will gross up its payment so that Structum receives the full amount invoiced.

13.4 Usage Verification

Structum may monitor Customer’s use of the Services to verify compliance with usage limits and the Agreement. If Customer exceeds purchased quantities, Structum may invoice the excess at its then-current rates.

14. Confidentiality

14.1 Definition

“Confidential Information” means non-public information disclosed by one party (“Discloser”) to the other (“Recipient”) in connection with the Agreement that is marked confidential or that a reasonable person would understand to be confidential, including Customer Content (Customer’s Confidential Information) and the Structum Platform, Documentation, pricing, security information, roadmaps, and the non-public terms of any Order Form (Structum’s and Structum IP’s Confidential Information). Confidential Information does not include information that the Recipient can show (a) was publicly available through no fault of the Recipient, (b) was rightfully known to the Recipient without restriction before receipt, (c) was rightfully received from a third party without restriction, or (d) was independently developed without use of the Discloser’s Confidential Information.

14.2 Obligations

The Recipient will use the Discloser’s Confidential Information only to perform or exercise rights under the Agreement, will protect it with at least the care it uses for its own confidential information of similar nature and no less than reasonable care, and will disclose it only to its and its Affiliates’ employees, contractors, advisers, and service providers who need to know it and are bound by obligations at least as protective. The Recipient may disclose Confidential Information to the extent required by law or legal process, after giving the Discloser prompt notice (where legally permitted) and reasonable cooperation to seek protection. These obligations continue for five (5) years after the Agreement ends, and for trade secrets and Customer Content for as long as they remain confidential.

14.3 Structum IP

Structum may share Customer’s Confidential Information with Structum IP and its contractors to the extent necessary to develop, maintain, secure, and support the Services, subject to Section 14.2.

15. Compliance, Export, and Sanctions

Each party will comply with laws applicable to its performance under the Agreement. Customer represents that neither it nor any of its Authorized Users is located in, organized under the laws of, or ordinarily resident in a country or territory subject to comprehensive U.S. sanctions, or listed on any U.S. government restricted-party list, and Customer will not use or permit use of the Services in violation of U.S. export-control or sanctions laws. Customer will not submit to the Services any technical data controlled under the International Traffic in Arms Regulations or subject to export-license requirements without Structum’s prior written consent.

16. Structum’s Limited Warranty

For paid Subscriptions (excluding Beta Services), Structum warrants to Customer that the Services will perform materially in accordance with the Documentation. Customer’s exclusive remedy and Structum’s entire liability for breach of this warranty are for Structum to use commercially reasonable efforts to correct the non-conformity and, if Structum cannot do so within a reasonable time after Customer’s written notice, for Customer to terminate the affected Subscription and receive a refund of prepaid Fees for the remainder of the Subscription Term. This warranty does not apply to non-conformities caused by Customer Content, Customer’s configurations, Third-Party Services, AI Clients, model-provider behavior, use contrary to the Documentation, or matters described in Section 17.

17. Disclaimers

EXCEPT AS EXPRESSLY STATED IN SECTION 16, THE SERVICES, AI FEATURES, OUTPUTS, DOCUMENTATION, INTEGRATIONS, AND ALL OTHER MATERIALS AND SERVICES PROVIDED BY OR ON BEHALF OF STRUCTUM ARE PROVIDED “AS IS,” “AS AVAILABLE,” AND “WITH ALL FAULTS.” TO THE MAXIMUM EXTENT PERMITTED BY LAW, STRUCTUM, STRUCTUM IP, AND THEIR AFFILIATES, LICENSORS, SUPPLIERS, AND CONTRACTORS DISCLAIM ALL WARRANTIES, CONDITIONS, AND REPRESENTATIONS, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, RELIABILITY, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, USAGE, OR TRADE.

WITHOUT LIMITING THE FOREGOING, STRUCTUM DOES NOT WARRANT THAT: (A) ANY OUTPUT—INCLUDING ANY EXTRACTED DATA, CLASSIFICATION, SUMMARY, ANSWER, QUANTITY, TAKEOFF, ESTIMATE, PRICE, BID COMPARISON, VENDOR MATCH, COMPLIANCE INDICATION, SCHEDULE, CRITICAL-PATH CALCULATION, CODE OR PERMIT INFORMATION, CONTRACT TERM, PAYMENT AMOUNT, ACCOUNTING CLASSIFICATION, FINANCIAL ANALYSIS, DRAFT COMMUNICATION, OR PROPOSED ACTION—WILL BE ACCURATE, COMPLETE, CURRENT, CONSISTENT, SUITABLE, OR FREE OF ERRORS OR OMISSIONS; (B) THE SERVICES WILL DETECT EVERY DEADLINE, CONFLICT, GAP, RISK, OR REQUIREMENT, OR WILL DELIVER ANY REMINDER, EMAIL, OR TEXT MESSAGE; (C) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED; (D) ANY THIRD-PARTY SERVICE, INTEGRATION PROVIDER, MODEL PROVIDER, AI CLIENT, CARRIER, OR MAILBOX PROVIDER WILL BE AVAILABLE, ACCURATE, OR SECURE; (E) THE SERVICES WILL MEET CUSTOMER’S REQUIREMENTS, ACHIEVE ANY RESULT, OR SATISFY ANY LEGAL, CONTRACTUAL, CODE, RECORDS-RETENTION, PUBLIC-RECORDS, OR REGULATORY REQUIREMENT; OR (F) CUSTOMER CONTENT WILL NOT BE LOST, CORRUPTED, OR ACCESSED WITHOUT AUTHORIZATION.

CUSTOMER ACKNOWLEDGES THAT IT HAS NOT RELIED ON ANY REPRESENTATION, WARRANTY, DEMONSTRATION, MARKETING STATEMENT, OR OUTPUT NOT EXPRESSLY SET OUT IN THE AGREEMENT, AND THAT IT IS SOLELY RESPONSIBLE FOR THE RESULTS OBTAINED FROM THE SERVICES AND FOR ALL DECISIONS, BIDS, CONTRACTS, PAYMENTS, SCHEDULES, COMMUNICATIONS, AND CONSTRUCTION WORK BASED ON THEM. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES; IN THAT CASE THE EXCLUSIONS ABOVE APPLY TO THE MAXIMUM EXTENT PERMITTED.

18. Indemnification

18.1 By Customer

Customer will defend Structum, Structum IP, and their Affiliates, and their respective members, managers, directors, officers, employees, contractors, and agents (the “Structum Parties”), against any claim, demand, suit, or proceeding brought by a third party (including a governmental authority, project owner, design professional, subcontractor, vendor, employee, or Vendor Recipient) (a “Claim”), and will indemnify the Structum Parties against all damages, penalties, fines, settlements, costs, and expenses (including reasonable attorneys’ fees) finally awarded or agreed in settlement, to the extent the Claim arises out of or relates to: (a) Customer Content, including any allegation that it infringes or misappropriates a third party’s rights, violates law, or was collected, uploaded, recorded, or shared without authority or required consent; (b) Customer’s or an Authorized User’s use of the Services or Outputs, including any bid, estimate, contract, pay application, lien waiver, schedule, communication, compliance determination, payment, or construction work prepared, issued, or performed in reliance on an Output; (c) any action confirmed, configured, or initiated by an Authorized User or an AI Client connected by Customer; (d) any communication sent through the Services at Customer’s direction, including claims under the CAN-SPAM Act, the Telephone Consumer Protection Act, or recording-consent, monitoring, or privacy laws; (e) employment, labor, prevailing-wage, safety, workforce-monitoring, or discrimination claims relating to Customer’s use of the Services with respect to its personnel or the personnel of others; (f) public-records, procurement, audit, retention, discovery, or preservation obligations of Customer; (g) Customer’s connection of a Third-Party Service or AI Client, or its breach of an Integration Provider’s or AI Client provider’s terms; (h) Customer’s breach of Section 2.3, 4.4, 9, or 15, or the AUP; or (i) any dispute between Customer and a Vendor Recipient, collaborator, owner, or other project participant.

18.2 By Structum

Structum will defend Customer against any Claim alleging that the Services, as provided by Structum and used by Customer in accordance with the Agreement, infringe a United States patent, copyright, or trademark or misappropriate a trade secret, and will indemnify Customer against damages and costs (including reasonable attorneys’ fees) finally awarded against Customer or agreed by Structum in settlement of such a Claim. If the Services become, or in Structum’s opinion are likely to become, the subject of such a Claim, Structum may, at its option and expense, procure the right for Customer to continue using the Services, modify or replace them so they are non-infringing without material loss of functionality, or terminate the affected Subscription and refund prepaid Fees for the remainder of the Subscription Term. Structum has no obligation for any Claim to the extent it arises from: Customer Content; Outputs (including any allegation that an Output infringes, which is addressed by Section 6.4); Beta Services; Third-Party Services, AI Clients, or model providers; combination of the Services with anything not provided by Structum; modification of the Services by anyone other than Structum; use after Structum has notified Customer to stop; or use in breach of the Agreement. This Section 18.2 states Structum’s sole liability, and Customer’s exclusive remedy, for any claim of infringement or misappropriation.

18.3 Procedure

The indemnified party will give the indemnifying party prompt written notice of the Claim (provided that delay relieves the indemnifying party only to the extent it is prejudiced), sole control of the defense and settlement (provided that no settlement may impose an unindemnified obligation on, or admit fault by, the indemnified party without its consent, not to be unreasonably withheld), and reasonable cooperation at the indemnifying party’s expense. The indemnified party may participate with its own counsel at its own expense.

19. Limitation of Liability

19.1 Exclusion of Certain Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE STRUCTUM PARTIES BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT OR THE SERVICES, UNDER ANY LEGAL THEORY (CONTRACT, TORT INCLUDING NEGLIGENCE, STRICT LIABILITY, STATUTE, OR OTHERWISE), FOR ANY: (A) INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOST PROFITS, LOST REVENUE, LOST SAVINGS, LOST BUSINESS, LOST OPPORTUNITY, OR LOSS OF GOODWILL; (C) LOST, LATE, OR UNSUCCESSFUL BIDS, PROPOSALS, CONTRACTS, AWARDS, OR CHANGE ORDERS; (D) PROJECT DELAYS, ACCELERATION, DISRUPTION, EXTENDED GENERAL CONDITIONS, LIQUIDATED DAMAGES, OR TIME-RELATED CLAIMS; (E) COST OVERRUNS, ESTIMATING OR PRICING ERRORS, QUANTITY VARIANCES, ESCALATION, OR UNRECOVERED COSTS; (F) CONSTRUCTION DEFECTS, REWORK, REMEDIATION, WARRANTY CLAIMS, OR PROPERTY DAMAGE; (G) BACK-CHARGES, LIEN, BOND, RETAINAGE, OVERPAYMENT, UNDERPAYMENT, OR PAYMENT-TIMING CLAIMS; (H) FINES, PENALTIES, OR SANCTIONS IMPOSED BY ANY AUTHORITY; (I) LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA, OR COST OF RECONSTRUCTING DATA; (J) BUSINESS INTERRUPTION OR COST OF SUBSTITUTE SERVICES; OR (K) DAMAGES ARISING FROM ANY THIRD-PARTY SERVICE, INTEGRATION PROVIDER, MODEL PROVIDER, AI CLIENT, CARRIER, OR OTHER THIRD PARTY; IN EACH CASE EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE.

19.2 Cap on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE TOTAL CUMULATIVE LIABILITY OF THE STRUCTUM PARTIES, TAKEN TOGETHER, ARISING OUT OF OR RELATING TO THE AGREEMENT AND THE SERVICES WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY CUSTOMER TO STRUCTUM FOR THE SERVICES GIVING RISE TO THE LIABILITY DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO LIABILITY, AND (B) ONE HUNDRED U.S. DOLLARS (US$100) (THE “STANDARD CAP”). FOR BETA SERVICES PROVIDED WITHOUT CHARGE AND ANY OTHER SERVICES PROVIDED WITHOUT CHARGE, THE CAP IS US$100; SECTION 22.5 STATES THE CAP FOR PAID BETA SERVICES. MULTIPLE CLAIMS DO NOT ENLARGE THIS CAP.

SECURITY SUPER CAP. SOLELY FOR CLAIMS ARISING FROM STRUCTUM’S BREACH OF ITS OBLIGATIONS UNDER SECTION 5.3 (SECURITY PROGRAM) OR SECTION 14 (CONFIDENTIALITY) THAT RESULTS IN A SECURITY INCIDENT AFFECTING CUSTOMER CONTENT, THE CAP IN THE PRECEDING PARAGRAPH IS REPLACED BY AN AMOUNT EQUAL TO TWO (2) TIMES THE STANDARD CAP (THE “SECURITY SUPER CAP”). THE SECURITY SUPER CAP IS THE TOTAL CUMULATIVE LIABILITY OF THE STRUCTUM PARTIES FOR ALL SUCH CLAIMS, IS NOT IN ADDITION TO THE STANDARD CAP, AND DOES NOT APPLY TO BETA SERVICES, TO SERVICES PROVIDED WITHOUT CHARGE, TO SECURITY INCIDENTS CAUSED IN WHOLE OR IN PART BY CUSTOMER, ITS AUTHORIZED USERS, ITS CREDENTIALS, ITS CONFIGURATIONS, A THIRD-PARTY SERVICE, AN AI CLIENT, OR A MODEL PROVIDER, OR TO ANY CLAIM RELATING TO AI FEATURES, OUTPUTS, INTEGRATIONS, OR COMMUNICATIONS. THE EXCLUSIONS IN SECTION 19.1 APPLY TO CLAIMS UNDER THE SECURITY SUPER CAP.

19.3 Scope and Basis of the Bargain

The exclusions and limitations in this Section 19 apply in the aggregate to all claims and theories (a claim subject to the Security Super Cap counts against the Security Super Cap and not additionally against the Standard Cap), apply to Structum’s indemnification obligation in Section 18.2, and do not limit either party’s liability for (a) its fraud or willful misconduct, (b) Customer’s payment obligations, (c) Customer’s indemnification obligations, (d) Customer’s breach of Section 2.3 or 15, or (e) any liability that cannot be limited under applicable law. The parties agree that these limitations are an essential basis of the bargain, that the Fees reflect them, and that Structum would not provide the Services without them. Customer acknowledges that it is responsible for maintaining its own insurance, including errors-and-omissions, builder’s-risk, cyber, and general-liability coverage, for the risks of its business.

20. Governing Law and Dispute Resolution

20.1 Governing Law

The Agreement, and any dispute, claim, or controversy arising out of or relating to it, the Services, or the relationship of the parties (a “Dispute”), is governed by the laws of the State of Delaware, without regard to its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transactions Act do not apply. Mandatory laws of the jurisdictions in which Customer operates, including recording-consent, employment, lien, public-records, and construction laws, apply to Customer’s use of the Services regardless of this choice of law and are Customer’s responsibility.

20.2 Informal Resolution

Before starting an arbitration or lawsuit, the party raising a Dispute will send written notice describing it to the other party (to Structum at legal@structumai.io) and the parties will attempt in good faith to resolve it within thirty (30) days. This step is a condition to commencing arbitration, except for claims seeking the interim relief described in Section 20.5.

20.3 Binding Arbitration

Any Dispute not resolved under Section 20.2 will be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) under its Commercial Arbitration Rules then in effect (and, where applicable, its Expedited Procedures), before a single arbitrator. The seat of arbitration is Wilmington, Delaware; hearings may be conducted by video conference at the request of either party unless the arbitrator finds an in-person hearing necessary. The Federal Arbitration Act, 9 U.S.C. §§ 1–16, governs the interpretation and enforcement of this Section 20. The arbitrator has exclusive authority to decide all issues of arbitrability, including the scope and enforceability of this agreement to arbitrate, but may not award relief that exceeds the limitations in Section 19 or award relief to or against any person who is not a party. Judgment on the award may be entered in any court of competent jurisdiction. The parties will keep the arbitration, all filings, and the award confidential, except as necessary to enforce the award or as required by law. The arbitrator may award the prevailing party its reasonable attorneys’ fees and costs.

20.4 Class-Action and Jury Waivers

EACH PARTY WAIVES ANY RIGHT TO A JURY TRIAL. ALL DISPUTES WILL BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY MAY BRING, JOIN, OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE PROCEEDING, AND THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS OF DIFFERENT CUSTOMERS OR PRESIDE OVER ANY FORM OF CLASS OR REPRESENTATIVE PROCEEDING. If this class-action waiver is found unenforceable as to a particular claim, that claim (and only that claim) will be severed and litigated in the courts identified in Section 20.6, and the remainder of this Section 20 will continue to apply.

20.5 Exceptions

Notwithstanding Section 20.3: (a) either party may seek a temporary restraining order, preliminary injunction, or other interim or equitable relief in any court of competent jurisdiction to protect its intellectual property, Confidential Information, or the security of the Services, or to prevent unauthorized access to or use of the Services, without first arbitrating; (b) Structum may bring an action to collect unpaid Fees in any court of competent jurisdiction, including small-claims court; and (c) either party may bring an individual claim in small-claims court in a jurisdiction where the claim qualifies.

20.6 Courts

For any Dispute that is not subject to arbitration, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in Wilmington, Delaware, and waive any objection based on inconvenient forum, except that Structum may bring collection actions and actions under Section 20.5(a) in any court with jurisdiction over Customer.

20.7 Time Limit on Claims

To the extent permitted by law, any claim by Customer arising out of or relating to the Agreement or the Services must be commenced within one (1) year after the claim accrues, or it is permanently barred.

21. Governmental Entities and Public-Sector Customers

If Customer is a federal, state, tribal, or local governmental entity, or a public authority, school district, or similar public body, then to the extent (and only to the extent) that applicable law prohibits Customer from agreeing to a provision of Section 18.1, Section 20, or any other provision of the Agreement: (a) that provision does not apply to Customer; (b) the Agreement is governed by the laws of the state in which Customer is organized, and Disputes may be brought in the courts of that state; and (c) Customer will notify Structum in writing of each such provision before accepting the Agreement. Customer represents that its use of the Services complies with its procurement, appropriation, and public-records laws, and acknowledges that Structum is not responsible for those obligations. If Customer is an agency of the U.S. federal government, the Services are “commercial computer software” and “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202, and are provided with only the rights set forth in the Agreement.

22. Beta Services

22.1 Nature of Beta Services

Beta Services are pre-release. They may be incomplete, may contain defects, may change or be withdrawn at any time without notice, and may not have been tested to the same degree as generally available services. AI Features in Beta Services may produce a higher rate of inaccurate Outputs.

22.2 No Warranty, Support Commitment, or Service Levels

BETA SERVICES ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, WITHOUT ANY SERVICE-LEVEL, SUPPORT, OR AVAILABILITY COMMITMENT, AND SECTION 16 DOES NOT APPLY TO THEM. Structum may suspend or limit Beta Services at any time; may end Beta Services provided without charge at any time on notice; may end paid Beta Services as provided in Section 11.3; and may convert Beta Services provided without charge to paid Subscriptions on notice under Section 13.1.

22.3 Data in Beta Services

Structum may reset, migrate, or delete data in Beta Services in connection with development, on reasonable notice where practicable. Customer will not use Beta Services as its only copy of any record and will maintain its own complete copies of Customer Content. Section 11.6 applies to termination of Beta Services, except that the Export Window may be shortened to the extent Structum’s systems do not support it, in which case Structum will provide an export on request made within thirty (30) days.

22.4 Feedback and Confidentiality

Customer will provide reasonable feedback about Beta Services on request, and Section 12.2 applies to it. Non-public features, performance, and roadmap information disclosed in Beta Services are Structum’s Confidential Information.

22.5 Liability

Section 19 applies to Beta Services. For Beta Services provided without charge, the cap in Section 19.2 is US$100. For Beta Services provided for a Fee under an Order Form or plan selection (including Founder Program accounts), the Standard Cap in Section 19.2 applies; the Security Super Cap does not apply to any Beta Services.

23. General Provisions

23.1 Changes to These Terms

Structum may update these Terms, the AI Terms, and the AUP from time to time. Structum will post the updated version with a new Last Updated date and, for material changes, will notify Customer at least thirty (30) days before the change takes effect by email to Customer’s administrators or by notice in the Services. Changes take effect on the stated effective date, except that for a paid Subscription with a fixed Subscription Term, a change that materially reduces Customer’s rights takes effect at the next renewal unless the change is required by law, by a licensor, or by a model, cloud, or Integration Provider, or relates to a new feature or Beta Service. Continued use of the Services after a change takes effect constitutes acceptance. If Customer does not agree to a change, its remedy is to stop using the Services and, for a paid Subscription, to terminate under Section 11.3 with a refund of prepaid Fees for the remainder of the Subscription Term.

23.2 Notices

Notices to Structum must be sent by email to legal@structumai.io, with a copy by mail to the Structum Operating Entity at the address in Section 23.9, and are effective on receipt. Notices to Customer may be sent to the email address of any Customer administrator or by notice in the Services, and are effective when sent. Notices of a Security Incident may be sent to the administrator email address alone. Customer consents to receive all notices, disclosures, and agreements electronically.

23.3 Assignment

Customer may not assign or transfer the Agreement or any right or obligation under it, by operation of law or otherwise, without Structum’s prior written consent, except to a successor to all or substantially all of its business or assets that is not a competitor of Structum and that assumes the Agreement in writing. Structum may assign the Agreement, in whole or in part, without consent to an Affiliate, to Structum IP, or to a successor in connection with a merger, acquisition, corporate reorganization, statutory conversion, or sale of all or substantially all of its assets or of the business to which the Agreement relates. Any attempted assignment in violation of this Section is void. The Agreement binds and benefits the parties and their permitted successors and assigns.

23.4 Force Majeure

Neither party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, flood, fire, earthquake, epidemic, war, terrorism, civil unrest, labor disputes, governmental action, utility or internet failures, denial-of-service attacks, and failures, outages, rate limits, or policy changes of cloud-infrastructure providers, AI-model providers, Integration Providers, telecommunications carriers, and mailbox providers.

23.5 Independent Contractors; No Third-Party Beneficiaries

The parties are independent contractors. The Agreement does not create a partnership, joint venture, agency, franchise, or fiduciary relationship. Except for Structum IP and the Structum Parties, who are intended third-party beneficiaries of the provisions that reference them, there are no third-party beneficiaries of the Agreement.

23.6 Severability; Waiver; Interpretation

If any provision of the Agreement is held invalid or unenforceable, it will be enforced to the maximum extent permitted and the remaining provisions will continue in effect. No waiver is effective unless in writing, and no failure or delay in exercising a right is a waiver. Headings are for convenience; “including” means “including without limitation”; and the Agreement will not be construed against the drafting party.

23.7 Entire Agreement

The Agreement is the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous agreements, proposals, and communications, written or oral. Terms in any Customer purchase order, vendor-registration form, or other Customer document are void and have no effect, even if Structum signs or accepts the document. No amendment is effective unless in a writing signed by both parties or made by Structum under Section 23.1.

23.8 Copyright Complaints

Notices of claimed copyright infringement may be sent to Structum’s designated agent at legal@structumai.io with the subject line “DMCA Notice,” and by mail to the address in Section 23.9, and must include the information required by 17 U.S.C. § 512(c)(3).

23.9 Contracting Entity and Contact Information

Contracting entity (Structum Operating Entity): Structum AI LLC, a Delaware limited liability company (Delaware File No. 10591082). Structum AI LLC is expected to convert into a Delaware corporation named Structum AI, Inc.; upon conversion the same entity continues and these Terms will be updated to reflect the new name.

Mailing address: 8 The Green, Suite B, Dover, DE 19901, United States

Legal notices: legal@structumai.io

Contracts and Order Forms: contracts@structumai.io

Billing: billing@structumai.io

Support: support@structumai.io

Security: security@structumai.io

Privacy: privacy@structumai.io

Platform owner and licensor: Structum AI IP L.L.C., a Wyoming limited liability company

23.10 Signature Block for Order Forms

Where an Order Form or enterprise agreement is signed, Structum signs as follows:

STRUCTUM AI LLC, a Delaware limited liability company

By: Castellum Capitalium LLC, its Manager

By: Steve Castillo, Manager of Castellum Capitalium LLC