CONSTRUCTCONNECT TAKEOFF ADDENDUM
ConstructConnect Takeoff Addendum to ConstructConnect Master Subscription Agreement
Scope. ConstructConnect Takeoff (the web-hosted construction takeoff product formerly known as Web Takeoff), including AI-assisted features offered as part of Takeoff Boost™. Desktop OST, PlanSwift, TaaS, and other ConstructConnect products are outside this Addendum.
This ConstructConnect Takeoff Addendum (“Takeoff Addendum”) forms part of the ConstructConnect Master Subscription Agreement (“MSA”) between ConstructConnect, Inc. (“ConstructConnect”) and the Customer identified in the applicable Order Form. Capitalized terms not defined here have the meanings in the MSA.
1. DEFINITIONS.
“Customer” means the Subscriber under the MSA.
“Authorized User” means a User or Affiliated User authorized by Customer to use the Service.
“Service” means ConstructConnect Takeoff, ConstructConnect’s cloud-hosted construction takeoff application, including its manual tools and AI-assisted features.
“Customer Content” means drawings, plans, blueprints, specifications, documents, files, and associated metadata that Customer or its Authorized Users submit to the Service.
“Takeoff Output” means measurements, dimensions, areas, lengths, counts, quantities, conditions, labels, annotations, and other takeoff results generated from Customer Content by manual or AI-assisted features.
“AI Processing” means automated or user-initiated analysis, classification, naming, organization, scaling, and measurement extraction performed on Customer Content using machine-learning or artificial-intelligence features.
“Takeoff Boost™” means ConstructConnect’s evolving suite of AI-assisted takeoff features.
“Anonymized Data” means data derived from Customer Content, Takeoff Output, or use of the Service that has been processed so it does not identify and cannot reasonably be used to identify Customer, an Authorized User, an individual, or a specific project, or to reconstruct Customer Content or Takeoff Output.
2. THE SERVICE.
2.1 The Service provides browser-based tools to review construction documents and create measurements, counts, quantities, annotations, and related takeoff results.
2.2 Takeoff Boost™ is ConstructConnect’s evolving suite of AI-assisted takeoff features. Auto Name and Auto Scale currently process uploaded documents automatically. Auto Takeoff currently runs only when an Authorized User initiates it. The Documentation identifies other available AI features and whether they operate automatically or require user action. ConstructConnect may change feature availability or activation under Section 12.
3. TAKEOFF OUTPUT; SCALE, MEASUREMENT & VERIFICATION.
3.1 Takeoff Output is generated from Customer Content and the scale, calibration, conditions, and settings applied by Customer or the Service. Its accuracy depends on the completeness and quality of Customer Content and the accuracy of those settings.
3.2 Takeoff Output is an estimate and may be incomplete or inaccurate. Customer must independently review and verify all Takeoff Output, including scale and calibration, before using it for a bid, estimate, purchase order, contract, or construction decision. ConstructConnect is not responsible for errors caused by Customer Content, scale, calibration, settings, or Customer’s reliance on unverified Takeoff Output.
3.3 Takeoff Output is not architectural, engineering, surveying, or other professional advice and does not address code compliance, means and methods, safety, or site conditions. Customer must obtain review by a qualified professional before using Takeoff Output for construction execution or safety-critical decisions.
4. INTELLECTUAL PROPERTY; DATA OWNERSHIP.
4.1 As between the parties, Customer owns Customer Content. ConstructConnect acquires no ownership of Customer Content through Customer’s use of the Service.
4.2 ConstructConnect owns the Service and its software, algorithms, models, technology, improvements, and Anonymized Data.
4.3 Customer grants ConstructConnect a non-exclusive, worldwide, royalty-free license to host, copy, transmit, process, and transform Customer Content and Takeoff Output only to provide, secure, support, and personalize the Service and to create and use Anonymized Data as permitted by Section 5.3. ConstructConnect’s rights in Anonymized Data are perpetual.
4.4 Customer represents that it has all rights needed to submit Customer Content and authorize its use under this Addendum. Customer will not submit classified information, controlled technical data, or other data subject to special legal or security requirements unless ConstructConnect agrees in writing that the Service supports it.
5. DATA, CONFIDENTIALITY & AI.
5.1 Notwithstanding MSA Sections 6.4(b) and 7.2, Customer Content is Customer’s Confidential Information and will not be deemed non-confidential because Customer submits it to the Service. ConstructConnect may use Customer Content only as permitted by this Addendum.
5.2 ConstructConnect may use identifiable Customer Content, Takeoff Output, corrections, and usage data only to provide, secure, support, and personalize the Service for Customer. ConstructConnect will not use identifiable data to train or improve an offering made available to others.
5.3 ConstructConnect may use Anonymized Data to operate, secure, support, improve, and develop its products, features, and models. ConstructConnect will not attempt to re-identify Anonymized Data or disclose Customer Content or Takeoff Output in identifiable form except to subprocessors providing the Service. ConstructConnect will not use drawings or plan images as training input for a model made available to others unless Customer authorizes that use or ConstructConnect first applies a validated process designed to remove identifiers and prevent reconstruction of the underlying content.
5.4 To the extent ConstructConnect processes personal information on Customer’s behalf, the parties’ applicable data-processing addendum governs that processing and controls over conflicting terms in this Addendum.
5.5 ConstructConnect’s primary storage for Customer Content is in the United States. Customer Content may be transiently processed elsewhere by approved subprocessors as described in ConstructConnect’s then-current subprocessor disclosures. ConstructConnect does not commit to exclusive U.S. processing unless an Order Form or data-processing addendum states otherwise.
6. SUBPROCESSORS & AI TOOLS.
ConstructConnect may use subprocessors to host, store, transmit, analyze, and otherwise process Customer Content as needed to provide the Service. ConstructConnect will maintain a current list of material subprocessors, require appropriate confidentiality and data-protection obligations, and remain responsible for their performance to the extent required by the MSA and applicable law. ConstructConnect’s AI subprocessors may not use Customer Content or Takeoff Output to train their own models.
7. THIRD-PARTY AND REFERENCE DATA.
Third-party content, reference data, and integrations are provided for convenience on an “as is” basis. ConstructConnect does not warrant their accuracy, currency, completeness, or fitness for a bid, estimate, or other purpose. Customer must independently verify them before use. ConstructConnect is not responsible for third-party content, services, or integrations except as expressly stated in the MSA or an Order Form.
8. SECURITY.
8.1 ConstructConnect maintains a written information security program with administrative, physical, and technical safeguards designed to protect Customer Content against unauthorized access, use, alteration, disclosure, and destruction.
8.2 ConstructConnect will notify Customer without undue delay after confirming unauthorized access to, acquisition, disclosure, alteration, or destruction of Customer Content in ConstructConnect’s possession or control (a “Security Incident”), as required by applicable law.
8.3 Following a Security Incident, ConstructConnect will investigate, take commercially reasonable steps to contain and remediate it, and provide Customer a written summary of the affected data and remediation. ConstructConnect will reasonably cooperate with legally required notifications. These obligations are subject to MSA Section 10 and Section 13 of this Addendum.
9. DATA RETENTION, RETURN, EXPORT & DELETION.
9.1 Unless Customer deletes Customer Content earlier, ConstructConnect may retain Customer Content and Takeoff Output for up to seven (7) years from upload under its documented retention policy.
9.2 During the Service Term, Customer may export Customer Content and Takeoff Output using the formats and functionality then supported by the Service.
9.3 Consistent with MSA Section 10.3, Customer is responsible for exporting and maintaining independent copies of Customer Content and Takeoff Output before expiration or termination. Unless an Order Form states otherwise, ConstructConnect is not required to provide post-termination access or a custom export.
9.4 Upon a verified request or Customer’s use of available deletion functionality, ConstructConnect will delete the affected Customer Content from active systems within a commercially reasonable time. Residual copies may remain in backups, logs, legal holds, and disaster-recovery systems until deleted under standard retention cycles and will not be restored except for disaster recovery, legal compliance, or security purposes. ConstructConnect may retain Anonymized Data permitted by Section 5.3.
10. SERVICE AVAILABILITY.
10.1 ConstructConnect will use commercially reasonable efforts to make the Service available, consistent with MSA Section 3. The Service has no service-level, recovery-point, or recovery-time commitment unless an Order Form states otherwise.
10.2 If an AI-assisted feature is unavailable, Customer may use available manual takeoff tools.
11. SUBSCRIPTION, RENEWAL & BILLING.
The applicable Order Form and MSA Sections 5 and 8 govern the subscription term, renewal, cancellation, fees, and billing. This Addendum does not modify those terms.
12. PRE-RELEASE AND EVOLVING FEATURES.
12.1 ConstructConnect may add, modify, replace, or discontinue features as the Service evolves. Customer’s purchase is not contingent on future functionality or roadmap statements. If a change materially reduces core functionality purchased for the then-current Service Term, ConstructConnect will provide thirty (30) days’ prior notice, and Customer may terminate the affected Service before the change takes effect and receive a pro-rata refund of prepaid, unused fees. ConstructConnect may act sooner when reasonably necessary for law, security, misuse prevention, an emergency, or a third-party service change and will provide notice as soon as practicable.
12.2 Pre-release, beta, and evaluation features are optional and provided “as is,” without warranty. The warranties and remedies in the MSA and this Addendum do not apply to them.
13. LIMITATION OF LIABILITY.
All limitations and exclusions in MSA Section 10 apply to the Service, Customer Content, Takeoff Output, and AI Processing. To the maximum extent permitted by law, ConstructConnect is not liable for any lost bid, lost opportunity, mispriced or underbid work, cost overrun, rework, procurement loss, or loss caused by Customer’s failure to verify Takeoff Output, whether claimed as direct, indirect, consequential, or other damages. Remedies under this Addendum are subject to, and do not increase, the MSA’s aggregate liability cap.
14. WARRANTY; DISCLAIMER.
Except for the express warranties in MSA Section 9, ConstructConnect makes no additional warranty concerning the Service, AI Processing, or Takeoff Output. The warranty that the Service will perform substantially as described in the Documentation does not warrant that Takeoff Output will be accurate, complete, error-free, suitable for Customer’s intended use, or consistent with field conditions.
15. MISCELLANEOUS.
15.1 This Addendum forms part of and is governed by the MSA. Except as modified here, the MSA remains in effect. If there is a direct conflict concerning the Service, this Addendum controls over the MSA. An Order Form controls only if it expressly identifies the provision being superseded and states the parties’ intent to supersede it.
15.2 Sections 3, 4, 5, 8, 9, 13, 14, and 15, and any provision that by its nature should survive, will survive expiration or termination. Section 8 survives while ConstructConnect retains Customer Content.
15.3 ConstructConnect may amend this Addendum as permitted by MSA Section 12.9. ConstructConnect will provide thirty (30) days’ prior notice of a change that materially reduces Customer’s rights or materially increases Customer’s obligations. Customer may terminate the affected Service before the change takes effect and receive a pro-rata refund of prepaid, unused fees as its sole remedy. ConstructConnect may act sooner when reasonably necessary for law, security, or an emergency and will provide notice as soon as practicable. Customer’s continued use after a change takes effect constitutes acceptance.