Effective Date: May 13, 2026 Last Updated: May 13, 2026
These Terms of Service (the "Terms") are a binding contract between you ("you," "your," or "Customer") and Pax Ventures LLC, a Missouri limited liability company with a principal place of business at 12705 Southridge Drive, Liberty, MO 64068 ("Leviathan Built," "Provider," "we," "us," or "our").
By signing up, clicking "I Agree," providing payment information, or accessing or using the Services, you agree to be bound by these Terms. If you do not agree, do not use the Services.
If you accept these Terms on behalf of a company or other legal entity, you represent that you are authorized to bind that entity, and "Customer" means both you individually and that entity. Customer's affiliates may use the Services under Customer's account, and Customer is responsible for their compliance with these Terms.
You accept these Terms by any of the following: (a) clicking an "I Agree," "Sign Up," "Subscribe," or similar button; (b) creating an account; (c) providing payment information for the Services; or (d) accessing or using any part of the Services. Each of these is a separate act of acceptance, and any one of them binds you to these Terms.
If Provider and Customer have entered into a separate written agreement signed by both parties (a "Separate Written Agreement") governing Customer's use of the Services, the terms of that Separate Written Agreement control to the extent they conflict with these Terms. Absent such a signed Separate Written Agreement, these Terms govern the relationship in full.
"Including" means "including without limitation." References to "days" mean calendar days unless otherwise specified.
Leviathan Built provides a hosted, multi-tenant software-as-a-service platform for construction subcontractors. The Services include, without limitation: cloud hosting, software access via web and mobile clients, data storage, estimating and takeoff tools, project management functionality, accounting features (accounts receivable, accounts payable, budgets, job costing), change orders, requests for information (RFIs), submittals, invoices, pay applications (including AIA G702/G703-style forms), customer relationship management (CRM), document management, AI-assisted invoice import, and formula-based estimate calculations.
Subject to Customer's payment of fees and continuing compliance with these Terms, Provider grants Customer a limited, non-exclusive, non-transferable, non-sublicensable, revocable right during the Term to access and use the Services solely for Customer's internal business operations as a construction subcontractor. Except for that limited right, no rights are granted to Customer.
Customer's purchase and use of the Services are not contingent on any future functionality or features, or on any oral or written statement made by Provider, its employees, agents, or resellers regarding future functionality or features. Customer's decision to use the Services is based solely on the Services as currently provided.
Customer expressly acknowledges and agrees that the Services are a software tool only. The Services are NOT, and shall not be construed as: (a) a substitute for the professional judgment, experience, qualifications, or licensure of construction professionals, estimators, project managers, engineers, architects, accountants, attorneys, or tax advisors; (b) engineering, architectural, design, structural, or estimating advice; (c) legal advice of any kind, including advice concerning mechanic's liens, lien notices, lien waivers, bond claims, contract drafting or enforcement, dispute resolution, or compliance with any federal, state, or local law; (d) accounting, bookkeeping, audit, tax preparation, tax filing, or tax advisory services; (e) advice or guidance on prevailing wage, certified payroll, Davis-Bacon Act compliance, Service Contract Act compliance, OSHA compliance, EEO compliance, immigration/I-9 compliance, or any other regulatory regime; (f) a system of record for any purpose where a regulator, court, surety, lender, owner, general contractor, or other third party requires an authoritative source — Customer remains responsible for maintaining its own books, records, and filings as required by law and contract; or (g) a guarantee of any business outcome, including winning bids, achieving profitability, avoiding cost overruns, meeting deadlines, or collecting receivables.
Provider will use commercially reasonable efforts to make the Services available 24/7, except for: (a) scheduled maintenance, for which Provider will use commercially reasonable efforts to provide advance notice; (b) unscheduled maintenance reasonably necessary for security, performance, or stability; (c) outages affecting third-party providers (including Cloudflare Workers and other cloud infrastructure); and (d) force majeure events under Section 18.4. These Terms do not include a formal service level agreement. Provider does not commit to a specific uptime percentage and does not offer service credits, refunds, or other compensation for downtime, slow performance, or service interruptions, except as may be required by mandatory applicable law.
Provider may modify, add, deprecate, or remove features at any time without notice. Section 3.3 (No Reliance on Future Functionality) applies to any such change.
To use the Services you must: (a) be at least eighteen (18) years old and legally capable of entering into a binding contract; (b) provide accurate, complete, and current registration information and keep it updated; (c) maintain only one individual login per human user (one human per account); (d) keep your username, password, and access credentials confidential and not share credentials outside your organization; (e) immediately notify Provider at hello@leviathanbuilt.com of any suspected unauthorized access; and (f) not be (and not register on behalf of any person who is) located in, ordinarily resident in, or owned or controlled by any party subject to U.S. embargoes or sanctions.
Customer is responsible for all activity that occurs under Customer's account, whether or not authorized, including activity by any Authorized User. Provider is not liable for any loss arising from Customer's failure to safeguard credentials.
Customer may grant access to Authorized Users for use within Customer's organization in connection with Customer's internal business operations. Customer is responsible for managing Authorized Users, access credentials, role assignments, and permission grants, and for ensuring each Authorized User's compliance with these Terms.
Customer is solely responsible for: (a) Authorized Users' compliance with these Terms; (b) the accuracy, completeness, quality, and legality of all Customer Data and Outputs; (c) verification of all Outputs before reliance (see Section 7); (d) all decisions, actions, and inactions taken in reliance on the Services; (e) maintaining the confidentiality of credentials; (f) all activities under Customer's account; and (g) maintaining Customer's own backups of Customer Data.
Without limiting Section 5.1, Customer is solely and exclusively responsible for:
(a) the accuracy, completeness, and adequacy of all takeoffs, quantities, estimates, bids, proposals, purchase orders, invoices, change orders, RFIs, submittals, pay applications, accounting entries, journal entries, budgets, forecasts, schedules, and any other work product generated, stored, or transmitted using the Services;
(b) verifying every Output of the Platform — including AI-generated suggestions, OCR results, formula calculations, automated invoice imports, and any auto-populated fields — before relying on it for any business, contractual, financial, or regulatory purpose;
(c) preparation and timely filing of all federal, state, and local tax returns and payments, including income tax, sales and use tax, payroll tax, and 1099 reporting;
(d) tracking, calculating, and meeting all preliminary notice, intent-to-lien, mechanic's lien filing, lien release, lien waiver, bond claim, and similar deadlines under the laws of every jurisdiction in which Customer performs work — any calendar, reminder, dashboard, or Output relating to such deadlines is provided for convenience only and must be independently verified;
(e) compliance with the Davis-Bacon Act, the Service Contract Act, state and local prevailing wage statutes ("little Davis-Bacon" laws), applicable project labor agreements, and certified payroll reporting obligations (e.g., WH-347, state-specific forms, LCPtracker submissions);
(f) compliance with OSHA, the Mine Safety and Health Act, EPA, DOT, EEO, immigration, hazardous-materials handling and reporting, jobsite safety, licensing, bonding, insurance, and all other regulatory regimes applicable to Customer's business — the Services are not a safety-management system and are not intended to track regulatory deadlines, incidents, or training requirements as a system of record;
(g) contract administration with Customer's own customers, general contractors, owners, sureties, lenders, and subcontractors — including contract interpretation, dispute escalation, claims, and change order negotiation;
(h) procuring, maintaining, and reporting under any surety bonds, payment bonds, performance bonds, subcontractor default insurance ("SDI"), commercial general liability insurance, workers' compensation insurance, builders' risk insurance, professional liability insurance, and any other coverage required by Customer's contracts or by law — the Services do not satisfy any duty to notify a surety, insurer, or bond claimant;
(i) ensuring that Outputs resembling AIA Document G702 (Application and Certificate for Payment) or AIA Document G703 (Continuation Sheet) — which are Provider-generated approximations only and not official AIA documents (Provider has no relationship with the American Institute of Architects) — comply with the requirements of the underlying contract and applicable law, including any requirement that an official AIA-licensed form be used;
(j) preparation, verification, and filing of all mechanic's liens, preliminary notices, and bond claims — the Services do not file any of these on Customer's behalf, and Customer must engage qualified counsel or a licensed lien-services provider;
(k) the content, accuracy, and lawfulness of all Customer Data;
(l) compliance with all of Customer's own contracts (prime contracts, subcontracts, master service agreements, purchase orders, vendor agreements, employment agreements, and otherwise); and
(m) managing the performance of Customer's own subcontractors, suppliers, employees, and 1099 contractors, including procurement, scheduling, billing, change administration, and dispute resolution.
Outputs labeled as change orders, change-order requests, RFIs, or submittals are drafts only. Customer is solely responsible for ensuring that any such document is executed, transmitted, tracked, and enforced in accordance with the underlying contract and applicable law.
Customer is solely responsible for maintaining backup copies of Customer Data on Customer's own systems. Provider provides export tools but is not responsible for data loss arising from Customer's failure to maintain its own backups.
Customer agrees not to submit, file, transmit, or rely upon any Output of the Services for any external purpose (including submission to an owner, general contractor, surety, lender, taxing authority, regulator, court, arbitrator, or counterparty) without first having a qualified human review and verify that Output.
Customer shall not, and shall not permit any Authorized User to:
(a) use the Services or any Outputs to develop, train, evaluate, or improve any other artificial intelligence, machine-learning model, or competing or similar product or service;
(b) reverse engineer, decompile, disassemble, or attempt to extract the underlying source code, models, model weights, or training data of the Services;
(c) use automated means (including scrapers, crawlers, bots, or similar tools) to access or scrape the Services;
(d) circumvent any access, rate, or use restriction;
(e) upload, transmit, or introduce any malicious code, virus, worm, ransomware, or other harmful component, or attempt to disrupt the Services;
(f) use the Services to violate any law, regulation, or third-party right (including intellectual property, privacy, and publicity rights);
(g) resell, rent, lease, sublicense, time-share, or otherwise make the Services available to any third party without Provider's prior written consent;
(h) remove, alter, or obscure any proprietary notices in or on the Services; or
(i) use the Services in any application in which failure could cause death, personal injury, or severe physical, environmental, or property damage (see Section 12.4).
"Output" means any suggestion, result, response, calculation, takeoff, measurement, quantity, estimate, bid amount, schedule, change order draft, RFI response, submittal log, invoice line, pay application calculation, accounting entry, budget projection, AI-generated extraction, overlay, match, OCR result, summary, formula evaluation, recommendation, or other result produced by or through the Services, whether generated automatically, by AI, by formula, by template, by integration, or by any other means.
Customer acknowledges that Outputs may be incomplete, inaccurate, non-deterministic, or unsuitable for Customer's particular use case. Customer is solely responsible for reviewing, verifying, and validating all Outputs before reliance and for maintaining appropriate human oversight. Outputs do not constitute professional engineering, architectural, accounting, tax, legal, or safety advice. Without limitation, no Output may be used in any bid submission, contract, change order, pay application, invoice, tax filing, lien notice, or other binding document without independent verification by a qualified person.
The Services include AI Outputs — features that use artificial intelligence, machine learning, OCR, and statistical models, including AI-assisted invoice import, formula suggestions, document recognition, and automated data extraction.
AI Outputs are probabilistic and may be inaccurate, incomplete, biased, fabricated ("hallucinated"), or otherwise unsuitable for Customer's purposes. Customer expressly agrees that: (a) AI Outputs require human review and verification before being relied upon for any purpose; (b) Provider makes no representation or warranty regarding the accuracy or reliability of AI Outputs; (c) Customer is solely responsible for any decision made or action taken based on AI Outputs; and (d) Provider shall have no liability for any consequence of Customer's use of, or reliance on, AI Outputs.
As between the parties, Customer owns all right, title, and interest in and to Customer Data. Nothing in these Terms transfers ownership of Customer Data to Provider.
Read this section carefully — it is the most important clause about Customer's data.
Customer hereby grants Provider an unlimited, perpetual, irrevocable, royalty-free, fully paid-up, worldwide, non-exclusive, transferable, and sublicensable license to access, host, copy, display, process, analyze, modify, and use Customer Data, Customer inputs, Outputs, and any Customer Customizations (including custom items, assemblies, templates, formulas, cost codes, takeoff routines, and reports): (i) to provide, maintain, and improve the Services; (ii) to train, validate, test, retrain, fine-tune, and otherwise improve Provider's machine-learning models, artificial intelligence features, and related algorithms; (iii) to generate benchmarks, analytics, and aggregated insights for use by Provider and other customers; (iv) to develop new products, features, and services; and (v) for any other internal business purpose.
Provider may sublicense these rights to its service providers and subprocessors. This license survives termination of these Terms and is perpetual and irrevocable in accordance with its terms.
Provider will not publicly disclose Customer Data in a form that identifies Customer or its Authorized Users without Customer's prior written consent, except as required by law or valid legal process.
Customer Data and Outputs are NOT Confidential Information for purposes of restricting Provider's rights under Section 8.2, Section 8.3, or Section 8.5.
Provider may collect, use, and otherwise process "Statistical Usage Data" — data derived from Customer's use of the Services that has been aggregated, anonymized, or de-identified — for any purpose, including analytics, benchmarking, marketing, AI model training, and product development. Statistical Usage Data is Provider's exclusive property.
Provider and its licensors own all right, title, and interest in and to the Services, including all software, source code, object code, user interfaces, designs, documentation, know-how, methodologies, templates, configurations, libraries, formulas (other than Customer's custom formulas, which constitute Customer Data but remain subject to the license in Section 8.2), improvements, derivatives, and all intellectual property rights. Except for the limited access right in Section 3.2, no rights are granted to Customer.
If Customer or any Authorized User provides Provider with any suggestions, comments, ideas, improvements, feature requests, or other feedback regarding the Services ("Feedback"), Customer hereby grants Provider a perpetual, irrevocable, worldwide, royalty-free, sublicensable, and transferable license to use, modify, and incorporate the Feedback into the Services and other Provider offerings without restriction, attribution, or compensation.
Provider will maintain commercially reasonable administrative, physical, and technical safeguards designed to protect Customer Data against unauthorized access, use, alteration, or disclosure. Customer acknowledges that no system is perfectly secure and that Provider does not guarantee that Customer Data will not be accessed without authorization.
Each party shall protect the other party's Confidential Information using the same degree of care it uses to protect its own confidential information of like nature (and in no event less than reasonable care), and shall use Confidential Information only as necessary to perform under, or exercise rights granted by, these Terms. "Confidential Information" means non-public information disclosed by one party to the other that is marked confidential or that would reasonably be understood as confidential under the circumstances. For clarity, and notwithstanding the foregoing, Customer Data and Outputs are NOT Confidential Information for purposes of restricting Provider's rights under Section 8.2, Section 8.3, or Section 8.5.
Customer shall pay all fees stated for Customer's Subscription Plan at signup or as updated under Section 10.7. Fees are exclusive of all applicable taxes (other than taxes on Provider's net income), which are Customer's responsibility.
By providing payment information, Customer authorizes Provider (and Provider's payment processor) to charge the payment method on file for all fees, including each renewal period, until Customer cancels. Customer is responsible for keeping the payment method on file current and valid.
Subscription fees are billed in advance — monthly by default, or annually if Customer selects an annual plan. Setup, onboarding, training, professional services, and one-time fees are billed when incurred. Usage-based fees, if any, are billed in arrears.
Customer's subscription automatically renews for successive renewal periods equal in length to the then-current period (each a "Renewal Term"), until Customer cancels. Customer may cancel at any time in-product or by emailing hello@leviathanbuilt.com; cancellation takes effect at the end of the then-current billing period.
Provider may offer free trials of up to thirty (30) days (or as otherwise posted at signup). When a trial ends, the payment method on file will be automatically charged for the applicable Subscription Plan unless Customer cancels before the trial ends. Trials are subject to the $100 trial cap in Section 13.
All fees are non-refundable for any reason — including cancellation, non-use, partial-period use, termination, or dissatisfaction. Cancelling stops future billing but does not refund amounts already paid. Termination by Customer for Provider's uncured material breach may entitle Customer to a pro-rata refund of prepaid, unused fees, at Provider's reasonable determination.
Provider may modify fees effective at the start of any Renewal Term by giving Customer at least sixty (60) days' prior notice (by email, in-product notice, or posted change). If Customer does not agree to the new pricing, Customer's sole remedy is to cancel before the effective date.
If a charge is declined and Customer does not provide a working payment method within fifteen (15) days, Provider may suspend or terminate the Services. Undisputed amounts not paid when due bear interest at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, from the due date until paid in full.
Customer must dispute any charge in writing within thirty (30) days of the invoice or charge date. After thirty (30) days, charges are deemed accepted and undisputed.
All fees are exclusive of, and Customer is responsible for, all sales, use, value-added, excise, withholding, and similar taxes (other than taxes on Provider's net income). If Provider is legally required to collect such taxes, the amount will be added to Customer's invoice.
These Terms begin when Customer first accepts them under Section 1.1 and continue until terminated under this Section 11 (the "Term"). The subscription cycle (initial and renewal) is governed by Section 10.4.
Customer may cancel under Section 10.4 (effective end of current billing period). Cancellation does not entitle Customer to any refund of prepaid fees.
Provider may suspend or terminate Customer's account or access to the Services at any time, with or without notice, in Provider's sole discretion, for any reason — including violation of these Terms, suspected abuse, non-payment, suspected fraud or sanctions exposure, harm to Provider, the Services, or other customers, or sunsetting of a feature or the Services as a whole.
Without limiting the foregoing, Provider may terminate immediately upon notice if Customer materially breaches these Terms and fails to cure within fifteen (15) days after notice of the breach.
Upon any termination or expiration: (a) Customer's right to access and use the Services ceases (subject to the export window in Section 11.5); (b) Customer's payment obligations for fees accrued prior to termination survive; (c) each party will return or destroy the other party's Confidential Information in its possession, subject to standard exceptions (legal hold, archival backups); (d) the license granted to Provider in Section 8.2 (including AI training rights) and Section 8.5 (Statistical Usage Data) survives termination and is perpetual and irrevocable in accordance with its terms; and (e) Sections 2, 3.3, 3.4, 5, 6, 7, 8 (except as limited by Section 11.5), 9, 10 (for amounts owing), 11.4, 11.5, 12, 13, 14, 17, and 18 survive termination.
For up to thirty (30) days after termination or expiration (the "Export Window"), Provider will, upon Customer's written request to hello@leviathanbuilt.com, provide Customer with read-only access to the Services solely for the purpose of exporting Customer Data. After the Export Window, Provider may delete all Customer Data from active systems, provided that copies on backup media and servers may be retained until those backups are deleted in the ordinary course of business. Provider has no obligation to retain Customer Data after the Export Window.
Provider does not provide refunds for terminated or cancelled accounts, except as expressly stated in Section 10.6.
THE SERVICES ARE PROVIDED ON AN "AS-IS" AND "AS-AVAILABLE" BASIS. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, PROVIDER DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, TIMELINESS, SECURITY, UNINTERRUPTED OR ERROR-FREE OPERATION, NON-INFRINGEMENT (EXCEPT AS EXPRESSLY PROVIDED IN SECTION 14.2), OR ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE.
NOTWITHSTANDING ANY OTHER PROVISION, PROVIDER DOES NOT WARRANT THAT THE SERVICES WILL BE ERROR-FREE OR UNINTERRUPTED, WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS, WILL PRODUCE ACCURATE OR COMPLETE OUTPUTS, OR THAT ITS SECURITY MEASURES WILL BE SUFFICIENT TO PREVENT THIRD-PARTY ACCESS TO CUSTOMER DATA.
Provider does not warrant that any Output of the Services — including calculations, estimates, totals, dates, quantities, costs, allocations, AI-generated content, OCR results, or any data presented to Customer — is accurate, complete, or current. Customer is responsible for verification under Section 7.
THE SERVICES ARE NOT DESIGNED, INTENDED, OR AUTHORIZED FOR USE IN ANY APPLICATION IN WHICH THE FAILURE OF THE SERVICES COULD RESULT IN DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL, ENVIRONMENTAL, OR PROPERTY DAMAGE. CUSTOMER ASSUMES ALL RISK OF USE OF THE SERVICES IN ANY SUCH APPLICATION.
The Services may interoperate with, link to, or import data from third-party products and services. Provider makes no warranty regarding such third-party services and is not responsible for their availability, security, or accuracy.
Customer's use of the Services is not contingent on any future functionality. Section 3.3 applies in full to this Section 12.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER'S AGGREGATE CUMULATIVE LIABILITY FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE), WILL NOT EXCEED THE GREATER OF (A) THE FEES PAID OR PAYABLE BY CUSTOMER TO PROVIDER DURING THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE LIABILITY, OR (B) ONE THOUSAND U.S. DOLLARS ($1,000). THE EXISTENCE OF MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMIT.
PROVIDER'S TOTAL LIABILITY TO ANY INDIVIDUAL AUTHORIZED USER UNDER THESE TERMS WILL NOT EXCEED ONE THOUSAND U.S. DOLLARS ($1,000).
FOR ANY FREE, TRIAL, EVALUATION, OR BETA ACCESS TO THE SERVICES, PROVIDER'S AGGREGATE LIABILITY WILL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100), AND THE WARRANTIES IN THESE TERMS DO NOT APPLY TO SUCH ACCESS.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING: lost profits, lost revenue, lost or missed bids, lost business opportunity, lost goodwill or reputational harm, project delays, schedule impacts, acceleration costs, cost overruns, liquidated damages owed by Customer to third parties, loss of use, loss or corruption of data, the cost of substitute services, or any damages flowing from interruption of business, EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF ANY LIMITED REMEDY IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Without limiting Sections 13.1 through 13.4, Provider shall have no liability for: (a) errors, omissions, or inaccuracies in any Output, whether produced by the Platform, by AI features, by formula, or by user input; (b) missed bid, RFI, submittal, pay-application, lien-notice, tax-filing, or other deadlines of any kind; (c) payment, billing, or collection disputes between Customer and Customer's own owners, general contractors, subcontractors, suppliers, employees, or other counterparties; (d) errors in tax filings, payroll filings, 1099 reporting, certified payroll submissions, or any other regulatory submission; (e) regulatory investigations, citations, fines, penalties, or enforcement actions; (f) third-party claims arising from Customer's use of, reliance on, or distribution of any Output; (g) defects or non-performance of third-party services on which the Services rely (including internet access, cloud infrastructure providers, payment processors, and integrated third-party APIs); (h) loss of, corruption of, or unauthorized access to Customer Data, except to the extent caused by Provider's gross negligence or willful misconduct; or (i) any matter outside of Provider's reasonable control, including force majeure events under Section 18.4.
CUSTOMER ACKNOWLEDGES THAT THE FEES CHARGED FOR THE SERVICES REFLECT THE ALLOCATION OF RISK SET FORTH IN THIS SECTION 13, AND THAT PROVIDER WOULD NOT PROVIDE THE SERVICES ON THESE ECONOMIC TERMS WITHOUT THESE LIMITATIONS. THE LIMITATIONS IN THIS SECTION 13 ARE A MATERIAL AND BARGAINED-FOR ELEMENT OF THESE TERMS AND APPLY NOTWITHSTANDING THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY.
Customer shall defend, indemnify, and hold harmless Provider and its officers, directors, employees, agents, affiliates, successors, and assigns (the "Provider Indemnitees") from and against any and all third-party claims, actions, demands, losses, damages, judgments, settlements, costs, and expenses (including reasonable attorneys' fees) (collectively, "Losses") arising out of or relating to: (a) Customer's use of, or inability to use, the Services; (b) Customer Data, including any allegation that Customer Data infringes, misappropriates, or violates any third-party right or law; (c) any act or omission of any Authorized User; (d) any work product, deliverable, Output, filing, submission, bid, proposal, invoice, lien notice, certified payroll, tax filing, or other document generated, transmitted, or filed by Customer (in whole or in part using the Services); (e) any dispute between Customer and any of Customer's owners, general contractors, subcontractors, suppliers, employees, or any other third party, regardless of whether the Services were involved; (f) Customer's violation of any law, regulation, or third-party right; and (g) Customer's breach of these Terms.
Provider shall defend Customer against any third-party claim alleging that the Services as provided by Provider and used by Customer in accordance with these Terms directly infringe a U.S. patent, registered copyright, or registered trademark of such third party, and shall indemnify Customer for damages and reasonable attorneys' fees finally awarded by a court of competent jurisdiction (or paid in settlement approved by Provider).
Exclusions. Provider has no obligation under this Section 14.2 for any claim arising from: (a) Customer Data; (b) modifications to the Services not made by Provider; (c) combinations of the Services with products, services, or data not provided by Provider (where the claim would not have arisen but for the combination); (d) use of the Services other than as permitted by these Terms; (e) Customer's failure to use updated or modified Services that would have avoided infringement; or (f) any open-source software incorporated in the Services subject to its own license.
Sole Remedy. If the Services are or are likely to become subject to an infringement claim, Provider may, at its sole option: (i) procure for Customer the right to continue using the Services; (ii) modify or replace the Services to avoid infringement; or (iii) terminate Customer's affected access and refund any prepaid, unused fees for the affected portion of the Services. THE FOREGOING CONSTITUTES PROVIDER'S SOLE LIABILITY AND CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY THIRD-PARTY INFRINGEMENT CLAIM.
FOR CLARITY, PROVIDER'S INDEMNIFICATION OBLIGATIONS DO NOT EXTEND TO ANY OUTPUTS, AI-GENERATED CONTENT, PROMPTS, OR CUSTOMER'S USE OF SUCH OUTPUTS. CUSTOMER REMAINS SOLELY RESPONSIBLE FOR EVALUATING AND USING ANY OUTPUTS AND FOR ENSURING SUCH USE COMPLIES WITH APPLICABLE LAWS AND THIRD-PARTY RIGHTS.
The indemnified party shall: (a) promptly notify the indemnifying party in writing of any claim (failure to provide prompt notice will not relieve the indemnifying party except to the extent it is materially prejudiced); (b) grant the indemnifying party sole control of the defense and settlement (provided that no settlement imposing a non-monetary obligation or admission on the indemnified party may be entered without the indemnified party's prior written consent, not to be unreasonably withheld); and (c) provide reasonable cooperation, at the indemnifying party's expense.
If you believe content on the Services infringes your copyright, send a written notice to our DMCA agent at hello@leviathanbuilt.com (or hello@leviathanbuilt.com) including: (a) your physical or electronic signature; (b) identification of the copyrighted work claimed to have been infringed; (c) identification of the allegedly infringing material and sufficient information to allow us to locate it; (d) your contact information (name, address, telephone, email); (e) a statement that you have a good-faith belief that the use is not authorized by the copyright owner, its agent, or the law; and (f) a statement, under penalty of perjury, that the information in the notice is accurate and that you are the copyright owner or authorized to act on the owner's behalf.
Provider may remove allegedly infringing content, will follow the DMCA counter-notice process, and may terminate the accounts of repeat infringers in its discretion.
Provider may modify these Terms by posting an updated version and providing notice to Customer (by email, in-product notice, or at Customer's notice address). Modifications become effective thirty (30) days after notice (or immediately for changes required for legal compliance). Customer's continued use of the Services after the effective date of the updated Terms constitutes acceptance of the modifications. If Customer does not agree to a modification, Customer's sole remedy is to cancel the Services before the effective date. Modifications that materially reduce Customer's rights, increase Customer's payment obligations during the then-current paid term, or otherwise apply only to future terms will not retroactively apply to the then-current paid term.
No oral statement, sales representative communication, customer-service communication, prior course of dealing, or course of performance modifies these Terms. Any customer-specific modification, waiver, or amendment of these Terms is only effective if set forth in a writing signed by a duly authorized officer of Provider.
These Terms and any dispute arising out of or relating to them or the Services shall be governed by the laws of the State of Missouri, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
PLEASE READ THIS SECTION CAREFULLY. IT REQUIRES THE PARTIES TO ARBITRATE DISPUTES AND LIMITS THE WAY THE PARTIES MAY SEEK RELIEF.
Any dispute, controversy, or claim arising out of or relating to these Terms or the Services, including the formation, breach, termination, validity, or enforceability of these Terms, shall be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules then in effect. The arbitration shall be conducted by a single arbitrator and shall take place in Kansas City, Missouri (or remotely if mutually agreed). The arbitrator may grant any relief that a court could grant under applicable law, subject to the limitations in these Terms. Judgment on the award may be entered in any court of competent jurisdiction.
Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to prevent or stop infringement or misappropriation of intellectual property or breach of confidentiality obligations.
ANY ARBITRATION WILL TAKE PLACE ON AN INDIVIDUAL BASIS. CUSTOMER AND PROVIDER WAIVE THE RIGHT TO PARTICIPATE IN ANY CLASS, CONSOLIDATED, COLLECTIVE, OR REPRESENTATIVE ACTION OR ARBITRATION, AND WAIVE THE RIGHT TO A TRIAL BY JURY. THE ARBITRATOR IS NOT EMPOWERED TO AWARD DAMAGES IN EXCESS OF COMPENSATORY DAMAGES, AND EACH PARTY IRREVOCABLY WAIVES ANY RIGHT TO RECOVER PUNITIVE, EXEMPLARY, OR MULTIPLE DAMAGES WITH RESPECT TO ANY DISPUTE RESOLVED BY ARBITRATION.
The arbitrator may not consolidate the claims of more than one party and may not preside over any form of representative or class proceeding.
ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE OR BE FOREVER BARRED.
These Terms (together with any in-product Subscription Plan, order page, exhibit, or addendum referenced in these Terms) constitute the entire agreement between the parties with respect to the subject matter and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral. If Provider and Customer have entered into a Separate Written Agreement signed by both parties governing Customer's use of the Services, the terms of that Separate Written Agreement control to the extent they conflict with these Terms. Absent such a signed Separate Written Agreement, these Terms govern.
No representative of Provider has authority to modify, waive, or amend any term of these Terms except by a written instrument signed by a duly authorized officer of Provider. No oral statement, sales representative communication, customer-service communication, prior course of dealing, or course of performance modifies these Terms. This Section 18.2 applies in addition to, and does not limit, Section 16.
If any provision of these Terms is held unenforceable, the remaining provisions remain in full force, and the unenforceable provision shall be modified to the minimum extent necessary to be enforceable while preserving its intent. The failure of a party to enforce any provision is not a waiver of its right to do so later.
Neither party shall be liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including: acts of God, natural disasters, pandemics or epidemics, war, terrorism, civil unrest, government action, labor disputes, power or telecommunications failures, internet or cloud-infrastructure failures (including failures of Cloudflare or other hosting providers), denial-of-service attacks, or other similar events.
Customer may not assign these Terms (by operation of law or otherwise) without Provider's prior written consent, which shall not be unreasonably withheld. Provider may assign these Terms freely, including in connection with a merger, acquisition, reorganization, or sale of all or substantially all of its assets or equity. Any attempted assignment in violation of this Section is void.
Notices to Provider shall be sent to hello@leviathanbuilt.com with a copy to 12705 Southridge Drive, Liberty, MO 64068. Notices to Customer shall be sent to the email on Customer's account. Notices are deemed received: (a) on delivery, if hand-delivered; (b) on the date sent, if by email (with confirmation of delivery); or (c) one business day after deposit with a nationally recognized overnight courier.
The parties are independent contractors. Nothing in these Terms creates a partnership, joint venture, agency, franchise, employment, or fiduciary relationship.
Customer shall comply with all U.S. and other applicable export control and trade sanctions laws and regulations. Customer represents and warrants that it is not (and is not owned or controlled by, or located in) any country, person, or entity subject to U.S. embargoes or sanctions, and that it will not export, re-export, or transfer the Services in violation of applicable export control laws.
The Services and any related documentation are "commercial computer software" and "commercial computer software documentation" as those terms are defined in 48 C.F.R. § 2.101. If acquired by or on behalf of any U.S. federal government agency, use, duplication, reproduction, modification, release, performance, display, or disclosure is governed solely by the terms of these Terms and is prohibited except to the extent expressly permitted hereunder, consistent with 48 C.F.R. § 12.212 and 48 C.F.R. §§ 227.7202-1 through 227.7202-4 (DFARS) for Department of Defense acquisitions.
Provider may identify Customer as a customer of the Services (including use of Customer's name and logo) on its website and in marketing materials in a manner consistent with Customer's customary branding guidelines. Customer may revoke this right at any time by written notice to hello@leviathanbuilt.com.
Section headings are for reference only and do not affect interpretation. "Including" means "including without limitation." References to "days" mean calendar days unless otherwise specified.
These Terms may be accepted by electronic acceptance (click, signup, payment, or use under Section 1.1) or, where applicable, by electronic signature, each of which is deemed an original.
Questions about these Terms? Contact us at hello@leviathanbuilt.com.
For legal notices: hello@leviathanbuilt.com.
For DMCA notices: hello@leviathanbuilt.com.
By signing up, clicking "I Agree," providing payment information, or accessing or using the Services, you confirm that you have read, understood, and agreed to these Terms — including the AI training and aggregation license (Section 8.2), the warranty disclaimers (Section 12), the limitation of liability (Section 13), the indemnification obligations (Section 14), the arbitration agreement and class-action and jury-trial waivers (Section 17), and the one-year statute of limitations (Section 17.4).