Terms of Service

Read this first (summary)

This summary is part of the Terms, but the full sections below control if anything differs.

• Grudar is a quality-assurance aid, not a design professional. A Grudar report lists possible conflicts, gaps and questions that AI software found in the documents you uploaded. It is not an architectural, engineering, code-compliance or constructability review. It can miss things and it can be wrong. You must check every finding against the documents, and have a licensed professional make the professional decisions. A report with few or no findings does not mean your documents have no problems. (Sections 3 and 4.)
• You own what you upload. We use it only to provide the Service to you. We do not train AI models on it, and we do not show it to other customers. (Section 6.)
• Scans are paid for with prepaid credit. A Scan's price is held when it starts and charged only when the Scan finishes; if a Scan fails, the hold is released automatically. Credit has no cash value. (Section 8.)
• Our liability is limited to what you paid us in the 12 months before a claim. (Section 13.)
• North Carolina law applies, and disputes go to the state or federal courts for Lenoir County, North Carolina. (Section 17.)

1. Who we are and who these Terms bind

1.1 The parties. These Terms of Service ("Terms") are an agreement between Grudar, LLC, a North Carolina limited liability company ("Grudar", "we", "us"), and the company or other business that signs up for or uses Grudar (the "Customer", "you").

1.2 Accepting the Terms. You accept these Terms by ticking the box at sign-up, or by clicking "I agree" on an updated version. If you are accepting for a company, you confirm that you are authorized to bind that company, and "you" means that company.

1.3 Business use only. Grudar is offered only to businesses (including sole proprietors acting for their business) and only for business purposes. It is not offered to consumers for personal, family or household use. Every person who uses Grudar must be at least 18 years old.

1.4 Your users. You may let your employees and contractors use your account ("Authorized Users"). You are responsible for your Authorized Users' use of Grudar and for making sure they follow these Terms. Each Authorized User may be asked to accept these Terms when they first sign in.

1.5 Other documents. Our Privacy Policy (grudar.com/privacy/) explains how we handle personal information, and our Subprocessor List (grudar.com/subprocessors/) names the outside companies that help us run Grudar. You acknowledge both. The Privacy Policy is a notice, not a contract term.

2. Definitions

• "Service" means the Grudar website, web application, and related services, including scans, reports and the in-app assistant.
• "Scan" means one run of Grudar's analysis over the documents and photos in one of your projects.
• "Report" means the output of a Scan, whether viewed in the app or downloaded (for example as a PDF), and any finding, question or summary in it.
• "Customer Content" means the documents, drawings, specifications, photos (including their embedded metadata), text, voice input and other material you or your Authorized Users upload to or enter into the Service.
• "Credit" means prepaid scan credit bought through the Service.

3. What the Service does, and what it does not do

3.1 What a Scan is. You upload construction documents (such as drawings and specifications) and, optionally, site photos to a project. Grudar uses AI software, including AI models provided by the companies on our Subprocessor List, to read them and produce a Report listing possible conflicts, gaps, coordination issues and questions. Each Report includes a section describing what the Scan covered and anything it could not read or complete.

3.2 What a Scan is not. Unless a Report expressly says otherwise, a Scan is not:
(a) a review of every sheet or page for every possible issue;
(b) an architectural, engineering, structural, mechanical, electrical, plumbing or fire-protection review;
(c) a building-code, accessibility, zoning or permit-compliance check;
(d) a constructability, safety or means-and-methods review;
(e) a quantity takeoff, estimate or schedule; or
(f) legal advice, including about contracts or specifications.

3.3 AI output can be wrong. Reports are produced by AI software. They can be incomplete, can contain errors, can describe something that is not in the documents, and can differ between two Scans of the same documents. A Report with few or no findings does not mean the documents are free of conflicts, errors or omissions.

3.4 Your duty to verify. Before you rely on any part of a Report (for example in a document issue, an RFI, a submittal, a contract, a change order, a schedule or any safety-related decision), you must check it against the source documents yourself, and refer professional questions to the responsible licensed design professional.

3.5 Public information. If a project has a site address, a Scan may look up publicly available information about that site (for example property, permit, zoning or flood records) through web search and public-records sources. That information comes from third parties; we do not verify it and do not guarantee it is accurate or current.

4. Not professional services

4.1 GRUDAR IS A QUALITY-ASSURANCE AID. WE DO NOT PRACTICE ARCHITECTURE, ENGINEERING, LAND SURVEYING OR ANY OTHER LICENSED PROFESSION, AND WE DO NOT GIVE LEGAL ADVICE. WE DO NOT SEAL, STAMP, CERTIFY OR APPROVE ANY DESIGN, DOCUMENT OR WORK. A REPORT IS NOT A SUBSTITUTE FOR REVIEW BY THE RESPONSIBLE LICENSED DESIGN PROFESSIONAL OR BY THE AUTHORITY HAVING JURISDICTION.

4.2 You, your design professionals and the other parties to your project remain solely responsible for the design, the contract documents, bids, pricing, means and methods, code compliance, safety, and the construction itself. Using Grudar does not shift any of those responsibilities to us.

4.3 You will not describe a Report, or our Service, to anyone as a professional, engineering, architectural, code-compliance or design review, or as having been performed, checked or approved by a licensed professional.

5. Accounts and security

5.1 You will give us accurate sign-up and billing information and keep it up to date.

5.2 You are responsible for keeping your login credentials confidential and for activity under your account. Tell us promptly at support@grudar.com if you believe your account has been accessed without permission.

5.3 Your company account's owner and administrators control who can access your projects. People you add to your account can see the projects and content you give them access to.

6. Your content

6.1 You own your content. As between you and us, you keep all rights in your Customer Content and in your Reports. We claim no ownership of either.

6.2 The licence you give us. You grant us a non-exclusive, worldwide, royalty-free licence, for as long as your content is in the Service, to host, store, copy, process, analyze, transmit and display Customer Content, only as needed to (a) provide the Service to you, including producing Reports and answering your questions in the assistant; (b) send it to the subprocessors on our Subprocessor List for those purposes; (c) keep the Service secure and prevent abuse; (d) provide support you ask for; and (e) comply with law. We may also make the narrow use described in section 6.6. We make no other use of it.

6.3 No training on your content. We do not use Customer Content or Reports to train, fine-tune or otherwise build general-purpose AI models. What our AI subprocessors may do with the data they receive is described in our Privacy Policy and Subprocessor List.

6.4 Who sees your content. We do not show, sell or share your Customer Content or Reports with other customers. Our staff access your Customer Content only when needed to provide support you ask for, look at a finding or photo your users flag to us for a second look, investigate a security, abuse or service problem, or comply with law, and only on a need-to-know basis.

6.5 Confidentiality. We treat Customer Content and Reports as your confidential information. We will protect them with reasonable care and will not disclose them except as allowed by this section 6, to our subprocessors listed on our Subprocessor List, or as required by law (in which case we will tell you first if the law allows).

6.6 Aggregated service data. We may collect and use information about how the Service operates and is used (for example how long Scans take, how many pages they read, error rates, and which kinds of findings users open, mark useful or dismiss) to run, secure and improve the Service. We use it only in a form that does not identify you, your users, your projects or your clients, and that does not include the content of your documents, drawings, photos, findings or prices. We will not try to re-identify it.

6.7 Your rights to upload. You promise that you have all rights and permissions needed to upload each document and photo and to have us process it as these Terms describe — for example because you created it, own it, or are an owner, design professional, contractor, subcontractor or bidder that has been given the documents for use on the project. (Standard owner–architect and owner–contractor agreements, such as AIA B101 §7.3 and A201 §1.5.2, give project participants a licence to use the documents for the project; whether that covers your use of Grudar is your responsibility to confirm.) You will not upload documents that you were told, by contract or otherwise, not to share with a service like ours, and you will not upload anyone's personal information except as reasonably needed for the project.

6.8 Feedback. If you send us suggestions or feedback, we may use them without any obligation to you. Feedback does not include your Customer Content.

7. Acceptable use

You will not, and will not let anyone else:

(a) use the Service for anything unlawful, or to upload content you have no right to upload, or that infringes anyone's intellectual property or privacy;
(b) upload malware, or content designed to manipulate the AI (such as hidden instructions in a document intended to change another user's results);
(c) try to get around usage limits, credit charges, security measures, or the separation between customer accounts, or access any account, project or data that is not yours;
(d) copy, scrape, reverse engineer, decompile or try to extract the source code, prompts or models of the Service, except where the law expressly allows it despite this restriction;
(e) load-test, probe or scan the Service for vulnerabilities without our written permission;
(f) resell, sublicense or provide the Service to third parties as a service bureau, or use the Service or its output to build a competing product;
(g) use the Service to make decisions that would harm people, or for any use prohibited by the usage policies of our AI providers (for example, developing weapons or planning attacks on infrastructure);
(h) use the Service to compile profiles of private individuals, including from the public information the Service looks up; or
(i) use the Service if you are barred from doing so under section 16 (sanctions and export).

We may remove content, block a Scan, or suspend access that we reasonably believe breaks this section (see section 11).

8. Credits, payment and failed scans

8.1 Prepaid credit. You pay for Scans (and for use of the in-app assistant) with Credit, bought in advance by card through our payment processor, Stripe. There is no subscription and nothing renews automatically. Automatic top-up is not offered at launch; if we offer it later it will be off unless you turn it on, and you can turn it off at any time.

8.2 Price shown first. Before you start a Scan, the Service shows you its price in Credit, based on the size of the documents and the number of site photos. Starting the Scan confirms you accept that price. Its price in Credit is held when the Scan starts and charged only when the Scan finishes (section 8.3).

8.3 Failed Scans are not charged. We hold the Scan's price in Credit when it starts and charge it only when the Scan finishes. If the Scan fails or cannot finish reading your documents or checking them for conflicts, the hold is released automatically, and you do not need to ask. Files we tell you before the Scan starts that we cannot read are not part of the Scan, so they do not release the hold. Other gaps we detect are named in the Report. If you think a hold was not released correctly, contact support@grudar.com within 60 days.

8.4 What Credit is. Credit is a prepaid right to use the Service. It has no cash value, earns no interest, cannot be transferred to another account or person, and cannot be exchanged for cash except as section 8.5 or the law requires. Credit does not expire.

8.5 Refunds. Purchases of Credit are not refundable in cash, except: (a) where the law requires a refund; (b) where we decide to refund in a particular case; (c) if we end these Terms for convenience under section 11.4; and (d) under section 18.1, if you reject a material change to these Terms.

8.6 Price changes. We may change prices for future Scans and future Credit purchases. A price change never reduces Credit you already bought. A Scan's price is the one shown to you when you start it.

8.7 Taxes. Prices do not include taxes. You are responsible for any sales, use or similar taxes that apply to your purchase, other than taxes on our income.

8.8 Account closure. If you close your account, or we end these Terms for convenience under section 11.4, see sections 11.4 and 11.5 for what happens to unused Credit.

9. Reports and third parties

9.1 Sharing Reports. You may share Reports with the owner, design professionals, contractors, subcontractors and others working on your project. When you share a Report, you will keep the notice printed on it intact and will not represent the Report as a professional review (section 4.3).

9.2 No reliance by others. Reports are provided to you, under these Terms. We make no promise to anyone else who receives a Report, and nobody other than you and us has rights under these Terms.

10. Our property

10.1 We (and our licensors) own the Service, including its software, prompts, models, designs and documentation, and everything we develop to improve it. Except for the right to use the Service under these Terms, you receive no rights in it.

10.2 The Grudar name and logo are our trademarks. You may not use them without our permission, except to say accurately that you used Grudar.

11. Suspension, closure and termination

11.1 You may close your account at any time from your company Settings (the company owner closes it) or by writing to support@grudar.com.

11.2 What happens when an account is closed. Download any Reports and documents you want to keep before you close: access for everyone in your account ends when it is closed. Closing starts a 30-day grace period, during which the account owner can sign in and reopen the account with its data intact. After the grace period we delete the account and its Customer Content from our live systems, as described in our Privacy Policy. We keep the record that your company accepted these Terms and a minimal record of the company, as described in our Privacy Policy. Closing your account does not refund unused Credit (section 11.5).

11.3 Suspension. We may suspend or limit access to the Service, or to a particular Scan, if (a) you have not paid an amount due or a payment is reversed; (b) we reasonably believe you are breaking section 7 or these Terms in a way that harms the Service, us or others; (c) it is needed to deal with a security problem; or (d) the law requires it. Where practical we will tell you first and give you a chance to fix the problem.

11.4 Termination. Either of us may end these Terms for a material breach that is not fixed within 30 days after written notice. We may also end these Terms for convenience on 30 days' notice; if we do, and you are not in breach, we will refund the price you paid for your unused Credit.

11.5 Unused Credit on closure. If you close your account, or we end these Terms because of your breach, unused Credit is forfeited, except where the law requires otherwise.

11.6 What survives. Sections 4, 6.5, 6.6, 8.5, 8.7, 9, 10, 12 to 15, 17 and 19 continue after these Terms end.

12. Disclaimer of warranties

12.1 EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE AND ALL REPORTS ARE PROVIDED "AS IS" AND "AS AVAILABLE". TO THE FULLEST EXTENT THE LAW ALLOWS, WE DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE OR ANY REPORT WILL BE ACCURATE, COMPLETE, ERROR-FREE OR UNINTERRUPTED, OR THAT A SCAN WILL FIND ANY PARTICULAR ISSUE OR ALL ISSUES.

12.2 Information the Service looks up from public sources, and the services of third parties (including AI providers), are provided by those third parties and are not warranted by us.

13. Limitation of liability

13.1 NO INDIRECT DAMAGES. TO THE FULLEST EXTENT THE LAW ALLOWS, NEITHER PARTY WILL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BIDS OR BUSINESS OPPORTUNITIES, DELAY, REWORK OR CORRECTION COSTS, OR LOSS OF DATA, ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, EVEN IF TOLD THEY WERE POSSIBLE.

13.2 CAP. TO THE FULLEST EXTENT THE LAW ALLOWS, OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, FOR ALL CLAIMS TOGETHER, WILL NOT EXCEED THE AMOUNTS YOU PAID US FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM.

13.3 Exceptions. Sections 13.1 and 13.2 do not limit (a) liability for fraud, gross negligence or willful misconduct; (b) your obligation to pay amounts due; (c) your obligations under section 14 (indemnity); or (d) any liability that cannot be limited by law.

13.4 Why. These limits reflect the low price of the Service compared with the value of the projects it is used on, and are part of the bargain between us. They apply whatever the legal theory of the claim.

14. Your indemnity

14.1 You will defend us and pay any damages, settlements and reasonable legal costs finally awarded against us, or agreed by you in settlement, in any claim brought by a third party to the extent it arises from: (a) Customer Content, including a claim that it infringes someone's copyright or other rights or that you had no right to upload it; (b) your breach of section 4.3, 7 or 9.1; or (c) your violation of law.

14.2 This section does not apply to the extent the claim is caused by our own negligence, breach of these Terms, or willful misconduct.

14.3 We will tell you promptly about the claim, let you control the defense and settlement (but you may not settle in a way that admits fault by us or binds us to act without our consent, which we will not unreasonably withhold), and give reasonable help at your expense.

15. Copyright complaints (DMCA)

15.1 We respect intellectual property rights. If you believe material in the Service infringes your copyright, send a notice to our copyright contact:

Grudar, LLC, Attn: Copyright Contact · 1858 Highway 11 55, Kinston, NC 28504 · support@grudar.com

Your notice must include the information required by 17 U.S.C. §512(c)(3): your physical or electronic signature; identification of the copyrighted work; identification of the material you claim infringes it, with enough detail for us to find it; your contact information; a statement that you have a good-faith belief the use is not authorized by the copyright owner, its agent or the law; and a statement, under penalty of perjury, that your notice is accurate and that you are the owner or are authorized to act for the owner.

15.2 If we remove or disable material in response to a notice, we will try to tell the customer who uploaded it. That customer may send a counter-notice meeting 17 U.S.C. §512(g)(3), and we may restore the material as that law provides.

15.3 We will terminate, in appropriate circumstances, the accounts of customers who repeatedly infringe.

16. Sanctions and export

16.1 The Service is offered to businesses in the United States. You confirm that neither you nor any of your Authorized Users is located in, organized under the laws of, or ordinarily resident in a country or region subject to comprehensive U.S. sanctions, or is named on, or owned or controlled by anyone named on, a U.S. government restricted-party list (such as the OFAC Specially Designated Nationals list or the Commerce Department's Entity List).

16.2 You will not use, export or give access to the Service or any Report in violation of U.S. export-control or sanctions laws.

17. Governing law, courts and disputes

17.1 Talk to us first. Before starting a lawsuit, the party with the complaint will send the other a written description of it, and both of us will try in good faith to resolve it for 30 days. This does not stop either of us from asking a court for urgent relief (for example to stop misuse of the Service or of confidential information).

17.2 Governing law. These Terms, and any dispute arising out of or relating to them or the Service, are governed by the laws of the State of North Carolina, without regard to its conflict-of-laws rules.

17.3 Courts. Any such dispute will be brought only in the state courts located in Lenoir County, North Carolina, or the United States District Court whose district includes that county, and each party consents to the personal jurisdiction of those courts.

18. Changes

18.1 Changes to these Terms. We may update these Terms. If a change is material, we will email the owner of your account at least 14 days before it takes effect, show a notice in the app, and ask you to accept the new version the next time someone in your account signs in on or after that date. Changes apply only from their effective date, never to past events, and never reduce Credit you already bought or change the price of a Scan you already started. If you do not accept a material change, you may close your account under section 11 instead, and we will refund the price you paid for unused Credit bought in the 90 days before the change, and you may keep using the Service on the old Terms until the change takes effect. We may make non-material changes (such as fixing typos or updating contact details) by posting the new version with a new date.

18.2 Changes to the Service. We may change or improve the Service. If we remove a feature you have paid for in a way that materially reduces the Service, we will tell you in advance where we reasonably can.

19. General terms

19.1 Entire agreement. These Terms (with the documents they refer to) are the whole agreement between us about the Service and replace any earlier agreement or understanding about it. Terms in your purchase orders or other forms do not apply.

19.2 Severability. If a court finds any part of these Terms unenforceable, that part will be enforced to the extent possible and the rest stays in effect.

19.3 No waiver. Not enforcing a right is not a waiver of it.

19.4 Assignment. You may not transfer these Terms without our written consent. We may transfer them to a company that acquires all or most of our business or assets, or as part of a merger or reorganization, and will tell you if we do.

19.5 Events beyond our control. Neither of us is responsible for a delay or failure caused by events beyond reasonable control, such as outages or usage limits of internet, cloud or AI providers, power failures, natural disasters, war, or government action. This does not excuse payment, and section 8.3's automatic release of the hold on failed Scans still applies.

19.6 Notices. We may send notices to the email address of your account owner. You may send notices to support@grudar.com or 1858 Highway 11 55, Kinston, NC 28504. Notices are effective when sent by email, or when delivered by mail.

19.7 Electronic records. You agree that these Terms, notices and records may be provided and signed electronically.

19.8 Independent parties. We are independent contractors. These Terms do not create a partnership, joint venture, employment or agency relationship.

19.9 Language. These Terms are written in English. If we provide a translation, it is for convenience only, and the English version controls if they differ.

19.10 Headings and examples. Headings and the summary at the top are for convenience. Words like "including" and "for example" do not limit the general words before them.

20. Contact

Grudar, LLC · 1858 Highway 11 55, Kinston, NC 28504
Support, legal notices and privacy: support@grudar.com