Terms and Conditions
These Terms and Conditions (“Terms”) govern the provision of constructability review services (the “Services”) by CBAI, LLC, a Virginia limited liability company (“CBAI” or “Consultant”), to any client that engages CBAI for such Services (“Client”). By engaging CBAI, submitting Project Documents, or executing a statement of work referencing these Terms, Client agrees to be bound by them. CBAI and Client may be referred to individually as a “Party” and collectively as the “Parties.”
1. Scope of Services
CBAI shall perform a constructability review of the design documents, drawings, specifications, and related materials provided by Client (collectively, the “Project Documents”) for the project described in the applicable statement of work (the “Project”), and shall deliver a written findings report (the “Deliverable”).
2. Service Tiers
The scope, deliverable format, and turnaround time applicable to each tier, along with associated fees, will be set forth in a separate written proposal or statement of work provided to Client prior to commencement of Services. Fees are determined by document volume, project complexity, requested turnaround, and other project-specific factors, and are not set forth in these Terms.
(a) Proving-Tier Waiver. CBAI may, at its sole discretion, waive fees for its introductory review tier for a limited number of engagements in exchange for Client’s agreement to provide a testimonial, case study, or reference usable by CBAI for marketing purposes, as separately agreed in writing.
3. Payment Terms
Unless otherwise stated in the applicable statement of work: (i) fees for lower-tier engagements are due in full upon execution of the statement of work; (ii) any invoices not otherwise addressed are due within fifteen (15) days of the invoice date. Late payments accrue interest at one and one-half percent (1.5%) per month, or the maximum rate permitted by applicable law, whichever is lower.
4. Client Data License; AI Training Use
In addition to using the Project Documents and the resulting findings solely to perform the Services, Client grants CBAI a non-exclusive, perpetual, irrevocable, worldwide, royalty-free license to use, reproduce, process, and incorporate the Project Documents, Client-provided data, and the findings generated during the Services (collectively, “Client Data”) for the purpose of training, testing, validating, and improving CBAI’s artificial intelligence models and constructability review capabilities (the “Training Use”), subject to the conditions below.
(a) De-Identification. Prior to any Training Use, CBAI shall remove or obscure Client name, project name, site address, and other information that directly identifies Client, the Project, or the Project’s specific location, to the extent such removal does not defeat the technical purpose of the training data.
(b) No Re-Disclosure of Identity. CBAI shall not disclose Client’s identity or the Project’s identity to any third party in connection with Training Use without Client’s prior written consent, except as required by law.
(c) Exclusions. Training Use does not extend to any Project Documents or Client Data that Client designates in writing, prior to or within thirty (30) days after delivery of the Deliverable, as excluded from Training Use, including without limitation any documents marked Controlled Unclassified Information (CUI), subject to ITAR/EAR export restrictions, or subject to government data-rights restrictions (e.g., FAR/DFARS legends) that would prohibit such use. Client is solely responsible for identifying and marking any such restricted materials before submission to CBAI.
(d) Opt-Out. Client may opt out of Training Use entirely, in whole or as to specific engagements, by written notice to CBAI at or before execution of the applicable statement of work. CBAI may, at its discretion, offer different pricing terms to Clients who opt out.
(e) No Model Output Attribution. CBAI’s use of Client Data for Training Use will not result in the reproduction of Client-identifiable drawings, specifications, or proprietary designs as outputs to any third party.
(f) Survival. This Section 4 survives termination or expiration of these Terms with respect to Client Data already incorporated into training processes as of the date of termination.
5. Confidentiality
Each Party shall maintain the confidentiality of the other Party’s non-public business, technical, and financial information disclosed in connection with the Services (“Confidential Information”) and shall not disclose such information to third parties except as necessary to perform its obligations, as permitted under Section 4, or as required by law. This Section survives for three (3) years following termination or expiration of the engagement.
6. Intellectual Property
Client retains all right, title, and interest in the Project Documents and underlying design. CBAI retains all right, title, and interest in its proprietary software, AI models, methodologies, and the de-identified training data derived under Section 4. The Deliverable (findings report) is licensed to Client for Project use upon full payment; CBAI retains the right to retain and use de-identified derivatives of the Deliverable as described in Section 4.
7. Disclaimer; Standard of Care
Deliverables generated using automated analysis only are provided for informational purposes only; they do not constitute the professional opinion of a licensed engineer and are not a substitute for review by Client’s engineer or architect of record. Deliverables reviewed by a PE are performed consistent with the standard of care ordinarily exercised by professional engineers performing similar services under similar circumstances. CBAI makes no warranty, express or implied, that the Services will identify every constructability issue, defect, or conflict in the Project Documents. This review is not a substitute for a well-designed, well-reviewed set of PE stamped and approved plans.
8. Limitation of Liability
EXCEPT FOR BREACHES OF SECTION 5 (CONFIDENTIALITY) OR A PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES ARISING OUT OF THE SERVICES. CBAI’S TOTAL LIABILITY SHALL NOT EXCEED THE TOTAL FEES PAID BY CLIENT FOR THE ENGAGEMENT GIVING RISE TO THE CLAIM.
9. Independent Contractor
CBAI is an independent contractor, not an employee, agent, partner, or joint venturer of Client. Nothing in these Terms creates an employment, partnership, or agency relationship between the Parties.
10. Term and Termination
An engagement commences on the effective date of the applicable statement of work and continues until completion of the Services unless terminated earlier. Either Party may terminate for the other Party’s uncured material breach upon fifteen (15) days’ written notice. Either Party may terminate for convenience upon thirty (30) days’ written notice, provided Client shall pay CBAI for Services performed through the effective date of termination.
11. Governing Law; Dispute Resolution
These Terms are governed by the laws of the Commonwealth of Virginia, without regard to its conflict-of-laws principles. The Parties shall first attempt to resolve any dispute through good-faith negotiation; unresolved disputes shall be submitted to mediation, and if unresolved, to binding arbitration or the courts of competent jurisdiction located in Virginia, as the Parties may separately agree.
12. Entire Agreement
These Terms, together with any applicable statement of work, constitute the entire agreement between the Parties regarding the Services and supersede all prior discussions or agreements on that subject. These Terms may be amended only by a written instrument signed by both Parties, or, for changes to these standard Terms generally, by CBAI’s posting of an updated version with reasonable notice to Client.