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Website Terms of Use

These Website Terms of Use (these “Terms”) form a binding agreement between Prexo, Inc., a Delaware corporation (“Prexo,” “we,” “us,” or “our”), and any person or entity (“you”) that accesses or uses our public-facing website located at prexo.ai and any subdomains, together with all pages, content, forms, downloads, demonstrations, and interactive features made available through it (collectively, the “Site”). By accessing or using the Site, you accept these Terms and our Privacy Policy, which is incorporated into these Terms by reference. If you do not agree, do not access or use the Site.

IMPORTANT — PLEASE READ CAREFULLY.

Section 17 contains a binding individual arbitration agreement, a waiver of class and representative proceedings, a waiver of trial by jury, and a one-year limitations period. These provisions affect how disputes between you and Prexo are resolved. Section 17.8 gives you the right to opt out of arbitration by written notice within thirty (30) days after you first accept these Terms.

Sections 13, 14, and 7.4 disclaim warranties and limit or exclude our liability, including a complete exclusion of liability for outputs generated by artificial intelligence features on the Site.

1. Scope, Acceptance, and Relationship to Other Agreements

1.1 What these Terms cover.

These Terms govern your access to and use of the Site only. The Site is an informational and marketing property. It is not the Prexo Preconstruction Intelligence Suite™ or any Module thereof, and nothing in these Terms grants you any right to access, use, or evaluate the Prexo platform.

1.2 What these Terms do not cover.

The following are governed by separate agreements, and in the event of any conflict with these Terms, those separate agreements control with respect to their subject matter:

  • (a)Subscription to the Prexo platform. Access to and use of the Prexo Preconstruction Intelligence Suite™ and any of its Modules is governed exclusively by a Master Subscription Agreement, the applicable Order Form, and the exhibits and addenda incorporated into them (collectively, the “Subscription Agreement”). No provision of these Terms modifies, supplements, or limits the Subscription Agreement.
  • (b)Free tools and trials. If Prexo makes any free, trial, evaluation, or no-charge tool, calculator, sandbox, or feature available (each, a “Free Tool”), that Free Tool is governed by separate Free Tool Terms of Service presented at the point of access. These Terms do not authorize use of any Free Tool.
  • (c)Professional and implementation services. Services performed by Prexo or by an Authorized Services Partner, including Indyzen Inc. dba Tech.us, are governed by a separate written services agreement, work order, or statement of work.
  • (d)Confidential disclosures. Information exchanged under a signed non-disclosure agreement is governed by that agreement. See Section 6.2.

1.3 Acceptance and changes.

You accept these Terms by accessing the Site, by clicking a button or checkbox indicating acceptance, or by submitting any form on the Site, whichever occurs first. Section 19 governs changes to these Terms.

1.4 Eligibility.

The Site is intended for business users and is not directed to children. You must be at least eighteen (18) years old to use the Site. By using the Site, you represent that you are at least eighteen (18) years old. We do not knowingly collect personal information from anyone under 18 through the Site. If we learn that we have done so, we will delete it.

1.5 Authority.

If you access or use the Site on behalf of a company, partnership, or other entity, you represent and warrant that you have authority to bind that entity to these Terms, and “you” refers to both you individually and that entity. If you do not have that authority, do not access or use the Site on the entity’s behalf.

1.6 Electronic communications.

You consent to receive communications from us electronically, including by email and by notices posted on the Site. You agree that all agreements, notices, disclosures, and other communications we provide electronically satisfy any legal requirement that such communications be in writing.

1.7 Marketing contact and telephone consent.

If you submit a contact form, demonstration request, content download, event registration, or similar form on the Site, you agree that Prexo and its authorized representatives may contact you at the email address, telephone number, and mailing address you provide, including by email, telephone call, and text message, and including through the use of automated technology, for the purpose of responding to your inquiry and providing information about Prexo products and services. Consent to receive marketing calls or texts is not a condition of any purchase. Standard message and data rates may apply. You may opt out of marketing email at any time using the unsubscribe link in any message, opt out of text messages by replying STOP, or contact us at [email protected].

2. The Site Is Informational Only

2.1 No offer, no commitment.

All content on the Site, including product descriptions, module and feature summaries, implementation timelines, pricing indications, and proposals, is provided for general informational purposes. Nothing on the Site constitutes an offer, quotation, commitment, warranty, or binding obligation of any kind. No commercial relationship with Prexo arises except through a definitive written agreement executed by an authorized signatory of Prexo.

2.2 Product descriptions and roadmap.

Descriptions of Modules and features, including Bid Intelligence™, Takeoff Engine™, Estimate Builder™, Contract Command™, and the components identified within them, describe the platform generally and may describe capabilities that are under development, in limited release, available only at certain subscription tiers, or subject to change. Feature availability is determined solely by the Documentation and the Order Form applicable to a given subscription. Prexo may modify, add, or discontinue any feature described on the Site at any time.

2.3 Performance figures and forward-looking statements.

Any performance figures, accuracy rates, time savings, productivity gains, return-on-investment estimates, benchmark results, or similar quantified statements appearing on the Site are illustrative and are based on internal testing, modeled assumptions, or the reported experience of particular users under particular conditions. They are not guarantees, warranties, or representations of the results you will achieve. Actual results depend on factors specific to each organization, including data quality, plan and drawing legibility, project type, workflow, staffing, adoption, and market conditions, and will vary. Statements about future capabilities, releases, or performance are forward-looking and are not commitments to deliver any functionality by any date.

2.4 No professional advice.

The Site does not provide engineering, architectural, estimating, construction management, safety, accounting, tax, legal, or other professional advice, and Prexo is not a licensed contractor, engineer, architect, or attorney. Nothing on the Site should be relied upon as a substitute for the independent judgment of a qualified licensed professional. You should obtain professional advice before taking or refraining from any action based on the Site.

2.5 Third-party information.

Industry statistics, market data, cost information, analyst commentary, and competitive comparisons appearing on the Site are drawn from third-party sources believed to be reliable as of the date published, have not been independently verified by Prexo, and may be inaccurate, incomplete, or out of date. Competitive comparisons reflect publicly available information as of the date of publication and are not representations about any third party’s current products or terms.

3. Limited License to Use the Site

3.1 License grant.

Subject to your continuing compliance with these Terms, Prexo grants you a limited, revocable, non-exclusive, non-transferable, non-sublicensable license to access and view the Site, and to download and retain a reasonable number of copies of materials that Prexo expressly makes available for download, solely for your internal business evaluation of Prexo products and services.

3.2 Reservation of rights.

All rights not expressly granted in Section 3.1 are reserved to Prexo and its licensors. No license is granted by implication, estoppel, exhaustion, or otherwise. Nothing on the Site grants any right to access the Prexo platform, any Module, any application programming interface, or any AI model.

4. Acceptable Use

4.1 Prohibited conduct.

You will not, and will not permit, authorize, or assist any third party to:

  • (a)reproduce, republish, distribute, publicly display, modify, translate, or create derivative works from any portion of the Site, except as expressly permitted by Section 3.1;
  • (b)sell, resell, rent, lease, license, or otherwise commercially exploit any portion of the Site or its content;
  • (c)remove, obscure, or alter any copyright, trademark, or other proprietary notice;
  • (d)interfere with or disrupt the operation, security, integrity, or performance of the Site, or attempt to gain unauthorized access to the Site, to any Prexo system or network, or to any account, whether by circumventing authentication, rate limits, robots.txt directives, paywalls, or technical measures, or otherwise;
  • (e)probe, scan, or test the vulnerability of the Site or any Prexo system, or conduct any penetration test, load test, or security assessment, without Prexo’s prior written authorization;
  • (f)upload, transmit, or make available any malicious code, or engage in any activity that is unlawful, fraudulent, deceptive, harassing, defamatory, obscene, or otherwise objectionable;
  • (g)infringe or misappropriate the intellectual property, privacy, publicity, or other rights of any person;
  • (h)submit through the Site any information that you are not lawfully entitled to disclose, including information subject to a confidentiality obligation owed to a third party, protected health information, personal information of individuals who have not consented, classified or controlled unclassified information, or technical data controlled under U.S. export control laws;
  • (i)misrepresent your identity, your affiliation, or your authority to act for any person or entity; or
  • (j)use the Site in violation of any applicable law, export control regime, or sanctions program.

4.2 Automated access, data extraction, and AI-related restrictions.

The following restrictions are material to these Terms. You will not, and will not permit any third party to:

  • (a)access, monitor, index, copy, or extract any portion of the Site by any automated means, including robots, spiders, scrapers, crawlers, headless browsers, or agentic browsing tools, other than by generally available public search engines operating in accordance with Prexo’s robots.txt file;
  • (b)use any content, text, image, video, dataset, or output obtained from the Site to train, fine-tune, ground, evaluate, benchmark, or otherwise develop or improve any machine learning model, artificial intelligence system, large language model, or dataset, whether your own or a third party’s;
  • (c)submit systematically varied inputs to, or systematically analyze the outputs of, any AI-enabled feature on the Site for the purpose of extracting, replicating, reverse engineering, or approximating any Prexo model, algorithm, weight, parameter, prompt, scoring methodology, or training data;
  • (d)reverse engineer, decompile, disassemble, or otherwise attempt to derive the source code, architecture, or underlying models of any portion of the Site;
  • (e)access or use the Site for the purpose of building, marketing, or improving a product or service that competes with Prexo, or for the purpose of generating comparative, benchmark, or competitive analysis for publication or distribution, in each case without Prexo’s prior written consent; or
  • (f)circumvent or attempt to circumvent any usage limit, throttle, or access control applicable to the Site.

4.3 Monitoring and enforcement.

Prexo may, but is not obligated to, monitor use of the Site, investigate suspected violations of these Terms, and take any action it deems appropriate, including blocking IP addresses or devices, disabling accounts, removing content, suspending or terminating access, preserving and disclosing records as permitted or required by law, and pursuing civil and criminal remedies. Prexo may take such action with or without notice.

5. Registration and Gated Content

5.1 Registration.

Certain areas of the Site may require registration or the submission of information, including gated content downloads, webinar and event registration, demonstration requests, newsletter subscription, and the careers portal. You agree to provide accurate, current, and complete information and to keep it current. Prexo may refuse, suspend, or revoke registration in its discretion.

5.2 Credentials.

You are responsible for maintaining the confidentiality of any credentials issued to you and for all activity occurring under them. You will notify us promptly at [email protected] of any suspected unauthorized use. Credentials are personal to the individual to whom they are issued and may not be shared.

6. Submissions, Feedback, and Careers

6.1 Your submissions.

“Submissions” means any content, information, materials, or files you submit, upload, post, or otherwise transmit through the Site, including form entries, messages, comments, resumes, job postings, sample documents, and any inputs to an AI-enabled Site feature. You retain ownership of your Submissions. You grant Prexo a worldwide, non-exclusive, royalty-free, fully paid, sublicensable (to Prexo affiliates, hosting providers, and subprocessors) license to host, store, reproduce, process, display, and use your Submissions for the purposes of operating, securing, analyzing, and improving the Site, responding to your inquiries, and complying with law. This license terminates when the Submission is deleted from our active systems, except with respect to de-identified and aggregated data derived from it and to copies retained in backups, archives, or as required by law.

6.2 No confidentiality.

Submissions made through the Site are not confidential and are not made under any obligation of confidence, non-use, or non-disclosure, express or implied, and no such obligation arises from Prexo’s receipt of them. Do not submit confidential, proprietary, privileged, trade secret, or personally sensitive information through the Site. If you need to share confidential information with Prexo, do so only after executing a written non-disclosure agreement with Prexo. Bid documents, drawings, specifications, cost data, and similar project materials should never be transmitted through the Site.

6.3 Your representations.

You represent and warrant that you own or have all rights, licenses, consents, and permissions necessary to make each Submission and to grant the license in Section 6.1; that each Submission is accurate and lawful; that no Submission infringes or misappropriates any third-party right or violates any confidentiality obligation you owe to any person; and that no Submission contains malicious code.

6.4 Feedback.

“Feedback” means any suggestion, idea, enhancement request, recommendation, evaluation, or comment you provide regarding Prexo, the Site, or any Prexo product or service. You hereby assign to Prexo all right, title, and interest in and to all Feedback, including all intellectual property rights therein, and to the extent such assignment is not effective, you grant Prexo a perpetual, irrevocable, worldwide, royalty-free, fully paid, sublicensable, transferable license to use, reproduce, modify, distribute, and otherwise exploit the Feedback for any purpose, without restriction, compensation, attribution, or accounting to you. Prexo has no obligation to use, respond to, or implement any Feedback.

6.5 Careers and applicant materials.

Prexo may post open positions and accept resumes, applications, and related materials through the Site. Prexo does not promise that any submission will be reviewed or acknowledged, that any posted position remains open, or that any applicant will be contacted or hired. Applicant materials are processed as described in our Privacy Policy and any applicable jurisdiction-specific privacy notice. Positions posted on behalf of clients or partners, where identified as such, are subject to the terms and processes of the posting organization, and Prexo is not responsible for those postings or their outcomes. Submitting materials does not create an employment, contractor, or agency relationship.

6.6 Unsolicited ideas.

Prexo does not accept unsolicited proposals for products, features, partnerships, marketing concepts, or business plans. If you send them anyway, they are treated as Feedback under Section 6.4, and you waive any claim that Prexo’s use of similar concepts, whether independently developed or otherwise, gives rise to any obligation to you.

7. AI-Enabled Site Features

7.1 What this section covers.

The Site may include chat assistants, search assistants, interactive demonstrations, calculators, estimators, and similar features that use artificial intelligence, machine learning, or automation (collectively, “Site AI Features”), and any result they generate (“AI Output”). Site AI Features are informational marketing and support features. They are not the Prexo platform, they are not a Free Tool, and they are not fit for use on live projects.

7.2 Acknowledgment of limitations.

You acknowledge and agree that:

  • (a)Site AI Features are probabilistic and may produce AI Output that is inaccurate, incomplete, outdated, internally inconsistent, fabricated, or contextually inappropriate;
  • (b)AI Output is generated automatically and is not reviewed by any Prexo employee or by any licensed professional before it is delivered to you;
  • (c)identical or similar inputs may produce different AI Output at different times, and Prexo does not guarantee consistency, availability, or reproducibility of AI Output;
  • (d)AI Output does not represent a commitment, quotation, warranty, or statement of fact by Prexo regarding its products, pricing, capabilities, or terms, and no AI Output may be relied upon as such; and
  • (e)you are solely responsible for independently verifying the accuracy, completeness, and suitability of all AI Output before any reliance, implementation, or distribution.

7.3 Prohibited high-risk uses.

You will not use AI Output from any Site AI Feature as a basis, in whole or in part, for: structural, geotechnical, or load-bearing design decisions; life-safety system design or specification, including fire protection, egress, and seismic systems; quantity takeoffs, cost estimates, or bid pricing used in an actual bid, proposal, or subcontract; any bid submission, contract, purchase order, or other binding commitment; regulatory filings, permit applications, or code compliance certifications; insurance placement, coverage determinations, or claims; or any safety-critical construction sequencing or means-and-methods decision. Prexo disclaims all liability arising from any such use, and you will indemnify Prexo against any claim arising from it under Section 15.

7.4 No liability for AI Output.

PREXO SHALL HAVE NO LIABILITY WHATSOEVER TO YOU OR TO ANY THIRD PARTY FOR OR IN CONNECTION WITH ANY AI OUTPUT, INCLUDING WITHOUT LIMITATION ANY LIABILITY FOR AI OUTPUT THAT IS INACCURATE, INCOMPLETE, MISLEADING, FABRICATED, OR CONTEXTUALLY INAPPROPRIATE, AND ANY LIABILITY ARISING FROM YOUR RELIANCE ON AI OUTPUT. THIS EXCLUSION APPLIES REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, STATUTE, OR OTHERWISE, AND REGARDLESS OF WHETHER PREXO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS SECTION 7.4 APPLIES SEPARATELY FROM, AND IN ADDITION TO, THE DISCLAIMERS IN SECTION 13 AND THE LIMITATION OF LIABILITY IN SECTION 14, AND NOTHING IN SECTION 14 SHALL BE CONSTRUED TO PERMIT RECOVERY OF ANY AMOUNT EXCLUDED BY THIS SECTION 7.4.

7.5 Inputs, retention, and model improvement.

Text, questions, files, and other inputs you provide to a Site AI Feature are Submissions under Section 6.1. In addition to the license in Section 6.1, you grant Prexo a non-exclusive, worldwide, royalty-free, perpetual, irrevocable, sublicensable license to use such inputs and the corresponding AI Output to operate, monitor, secure, evaluate, and improve the Site and Prexo’s AI models, features, and services, including to develop and train models and to generate de-identified and aggregated data. Prexo will not include identifiable personal or company information in training datasets in a form attributable to you. Prexo deletes raw inputs to Site AI Features from active systems within thirty (30) days of submission, subject to backup rotation and legal hold. De-identified derivatives, aggregated data, model weights, and model improvements are owned by Prexo and are retained indefinitely; Prexo has no obligation to delete, modify, or retrain any model. Do not submit confidential or personal information to any Site AI Feature.

7.6 Third-party AI providers.

Site AI Features may be powered in whole or in part by third-party model providers. Prexo makes no representation or warranty regarding the availability, performance, or accuracy of any third-party model, and is not liable for any outage, degradation, policy change, or discontinuation by any such provider. Prexo may add, change, substitute, or discontinue any model or provider at any time without notice. You agree to comply with the acceptable use policies of underlying providers to the extent Prexo identifies them.

8. Beta and Preview Features

Prexo may make features, demonstrations, or content available on a preview, beta, early access, or evaluation basis (“Beta Features”). Beta Features are provided AS IS and AS AVAILABLE, without any warranty, service level, or support commitment, may be incomplete or unstable, may be modified or discontinued at any time without notice, and may be subject to additional terms presented at the point of access. Prexo’s liability arising from Beta Features is zero, notwithstanding any other provision of these Terms. Information about Beta Features is Prexo confidential information to the extent identified as such.

9. Intellectual Property

9.1 Ownership.

The Site and all text, graphics, logos, icons, images, audio, video, software, code, page layouts, data, documentation, and other materials made available through it, and the selection, coordination, and arrangement of those materials (collectively, “Prexo Content”), are owned by Prexo or its licensors and are protected by United States and international copyright, trademark, trade secret, patent, and other laws. All rights are reserved.

9.2 Trademarks.

Prexo®, Prexo™, Prexo Preconstruction Intelligence Suite™, Bid Intelligence™, Takeoff Engine™, Estimate Builder™, Contract Command™, Ask Prexo™, and the associated logos, product names, feature names, and slogans are trademarks or service marks of Prexo, Inc., whether or not marked. You may not use any Prexo mark without our prior written consent, and you may not use any Prexo mark in any manner likely to cause confusion, in any comparative advertising, or as part of any domain name, social media handle, product name, or metadata. All other trademarks appearing on the Site are the property of their respective owners, and their appearance does not imply endorsement, sponsorship, or affiliation.

10. Third-Party Sites and Services

The Site may link to, embed, or integrate with third-party websites, products, or services, including scheduling tools, chat widgets, video hosting, analytics, marketplaces, and partner sites. Prexo does not control, endorse, or assume responsibility for any third-party site or service, its content, its availability, or its privacy or security practices. Your use of any third-party site or service is at your own risk and is governed by that third party’s terms and privacy policy. References to third-party platforms with which Prexo may interoperate do not represent that any integration exists, will be maintained, or will remain available, and Prexo is not liable for any change, restriction, or termination of third-party access by the third party.

11. Privacy, Cookies, and Analytics

Your use of the Site is subject to our Privacy Policy, which describes how we collect, use, disclose, and retain information, and which is incorporated into these Terms by reference. The Site uses cookies, pixels, tags, session analytics, chat tools, and similar technologies operated by us and by third-party service providers, which may collect information about your device, browsing activity, and interactions with the Site. By using the Site, and where required by law by providing consent through our cookie banner or preference center, you consent to the use of these technologies and to the recording and analysis of your interactions with the Site, including chat sessions, for the purposes described in the Privacy Policy. You may manage your preferences through the cookie preference center or your browser settings. Where required by applicable law, communications through Site chat features may be recorded, stored, and reviewed, and by using those features you consent to that recording and to any monitoring by our service providers acting on our behalf.

12. Copyright Complaints (DMCA)

Prexo respects intellectual property rights. If you believe that material on the Site infringes your copyright, you may send a notice under the Digital Millennium Copyright Act, 17 U.S.C. § 512, to our designated agent:

DMCA Designated Agent

Prexo, Inc.
5655 Silver Creek Valley Rd, San Jose, CA 95138
Email: [email protected]
Subject line: DMCA Takedown Notice

Your notice must include all information required by 17 U.S.C. § 512(c)(3), including identification of the copyrighted work, identification of the allegedly infringing material and its location, your contact information, a statement of good-faith belief, a statement that the notice is accurate made under penalty of perjury, and your physical or electronic signature. We may remove or disable access to allegedly infringing material, may forward your notice to the person who supplied the material, and will terminate the access of repeat infringers in appropriate circumstances. Misrepresentations in a notice may subject you to liability under 17 U.S.C. § 512(f).

13. Disclaimers

TO THE FULLEST EXTENT PERMITTED BY LAW, THE SITE, ALL PREXO CONTENT, ALL SITE AI FEATURES, ALL AI OUTPUT, AND ALL BETA FEATURES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. PREXO AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS EXPRESSLY DISCLAIM ALL WARRANTIES, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, PREXO DOES NOT WARRANT THAT THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; THAT DEFECTS WILL BE CORRECTED; THAT THE SITE OR ANY SERVER IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ANY CONTENT, INFORMATION, PERFORMANCE FIGURE, STATISTIC, OR AI OUTPUT MADE AVAILABLE THROUGH THE SITE IS ACCURATE, COMPLETE, CURRENT, OR RELIABLE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM PREXO OR THROUGH THE SITE CREATES ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS.

Some jurisdictions do not allow the exclusion of certain warranties. In those jurisdictions, the exclusions above apply to the maximum extent permitted by applicable law, and any warranty that cannot lawfully be excluded is limited in duration to thirty (30) days from your first use of the Site.

14. Limitation of Liability

14.1 TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL PREXO, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, LICENSORS, OR SERVICE PROVIDERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, OPPORTUNITY, BIDS, CONTRACTS, DATA, GOODWILL, OR OTHER INTANGIBLE LOSSES, OR FOR ANY COST OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF OR INABILITY TO USE THE SITE, REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF PREXO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF PREXO AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SITE, WHETHER IN CONTRACT, TORT, STATUTE, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (A) ONE HUNDRED U.S. DOLLARS (US $100) OR (B) THE TOTAL AMOUNT YOU ACTUALLY PAID TO PREXO FOR ACCESS TO THE SITE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM.

14.3 THE EXCLUSION OF LIABILITY FOR AI OUTPUT IN SECTION 7.4 AND THE EXCLUSION OF LIABILITY FOR BETA FEATURES IN SECTION 8 ARE ABSOLUTE AND OPERATE INDEPENDENTLY OF THE CAP IN SECTION 14.2. NOTHING IN SECTION 14.2 CREATES OR PRESERVES ANY LIABILITY THAT IS OTHERWISE EXCLUDED.

14.4 The limitations in this Section 14 apply to the maximum extent permitted by applicable law, apply even if a limited remedy fails of its essential purpose, and form an essential basis of the bargain between you and Prexo. Some jurisdictions do not allow the exclusion or limitation of certain damages; in those jurisdictions, our liability is limited to the smallest amount permitted by law. Nothing in these Terms limits liability that cannot lawfully be limited, including liability for fraud or fraudulent misrepresentation.

14.5 This Section 14 does not apply to, and does not limit, the rights or obligations of any party under a Subscription Agreement or other separate written agreement with Prexo, each of which contains its own limitation of liability.

15. Indemnification

You will defend, indemnify, and hold harmless Prexo, its affiliates, and their respective officers, directors, employees, agents, and licensors from and against any and all third-party claims, demands, actions, proceedings, liabilities, damages, losses, judgments, settlements, and expenses (including reasonable attorneys’ fees and costs) arising out of or relating to: (a) your access to or use of the Site; (b) your Submissions, including any claim that a Submission infringes, misappropriates, or violates the rights of any third party or breaches a confidentiality obligation you owe; (c) your use of, or reliance on, any AI Output, including any Prohibited High-Risk Use under Section 7.3; (d) your breach of these Terms; or (e) your violation of any applicable law or the rights of any third party. Prexo will provide prompt notice of any claim, reasonable cooperation at your expense, and may participate in the defense with counsel of its own choosing at its own expense. You may not settle any claim in a manner that imposes any obligation, liability, or admission on Prexo without Prexo’s prior written consent.

16. Suspension and Termination

Prexo may modify, suspend, or discontinue the Site or any part of it, and may suspend or terminate your access to the Site, at any time, with or without notice and with or without cause, including if Prexo reasonably believes you have violated these Terms. You may stop using the Site at any time. Upon termination, the license in Section 3.1 terminates immediately and you must cease all use of Prexo Content. Sections 2, 4, 6, 7.3, 7.4, 7.5, 9, 13, 14, 15, 17, 18, and 20, and any other provision that by its nature should survive, survive termination.

17. Dispute Resolution; Arbitration; Class Action Waiver

PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO PARTICIPATE IN A CLASS ACTION.

17.1 Informal resolution.

Before initiating any arbitration or other proceeding, the initiating party will send a written notice of dispute to the other party. Your notice must be sent to [email protected]with “Dispute Notice” in the subject line and must include your name, contact information, a description of the dispute, and the relief sought. Our notice will be sent to the contact information you provided. The parties will attempt in good faith to resolve the dispute informally for thirty (30) days after receipt of the notice. This informal resolution process is a condition precedent to initiating arbitration, and any applicable limitations period is tolled during it.

17.2 Agreement to arbitrate.

Except as provided in Section 17.4, any dispute, claim, or controversy arising out of or relating to these Terms or to your access to or use of the Site, including questions concerning the existence, validity, breach, interpretation, enforceability, or termination of these Terms, will be resolved exclusively by final and binding individual arbitration and not in a court of law. The Federal Arbitration Act, 9 U.S.C. § 1 et seq., governs the interpretation and enforcement of this Section 17.

17.3 Arbitration rules and forum.

The arbitration will be administered by JAMS under its Streamlined Arbitration Rules and Procedures then in effect, or, where applicable, its Comprehensive Arbitration Rules and Procedures, in each case as modified by these Terms. The arbitration will be conducted before a single arbitrator, in the English language, with the seat of arbitration in Wilmington, Delaware. Hearings may be conducted by videoconference or telephone at the arbitrator’s discretion or by agreement of the parties. The arbitrator will apply the substantive law specified in Section 20.1, will issue a reasoned written award, and may award only individual relief necessary to satisfy the claimant’s individual claim. Judgment on the award may be entered in any court of competent jurisdiction. The arbitrator, and not any court, has exclusive authority to resolve all threshold questions of arbitrability, except that a court has exclusive authority to decide the enforceability of Section 17.5.

17.4 Exceptions.

Either party may (a) bring an individual claim in small claims court if it qualifies and remains in that court, and (b) seek preliminary or permanent injunctive or other equitable relief in any court of competent jurisdiction, without first complying with Sections 17.1 through 17.3, in connection with actual or threatened infringement or misappropriation of intellectual property, breach of confidentiality obligations, violation of Section 4.1(d), Section 4.1(e), or Section 4.2, or unauthorized access to or use of the Site. Seeking such relief is not a waiver of the agreement to arbitrate.

17.5 Class action, representative action, and jury trial waiver.

YOU AND PREXO EACH AGREE THAT DISPUTES MAY BE BROUGHT ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF, CLAIMANT, OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, CONSOLIDATED, PRIVATE ATTORNEY GENERAL, OR OTHER REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY NOT CONSOLIDATE THE CLAIMS OF MORE THAN ONE PERSON AND MAY NOT PRESIDE OVER ANY CLASS OR REPRESENTATIVE PROCEEDING. TO THE EXTENT ANY CLAIM PROCEEDS IN COURT RATHER THAN IN ARBITRATION, YOU AND PREXO EACH WAIVE ANY RIGHT TO A TRIAL BY JURY. IF THIS SECTION 17.5 IS FOUND UNENFORCEABLE AS TO ANY CLAIM OR REQUEST FOR RELIEF, THAT CLAIM OR REQUEST WILL BE SEVERED AND LITIGATED IN COURT UNDER SECTION 20.2, AND ALL OTHER CLAIMS WILL PROCEED IN ARBITRATION.

17.6 Coordinated filings.

If twenty-five (25) or more demands for arbitration presenting substantially similar claims are filed against Prexo by or with the assistance of the same law firm or coordinated group of firms within a ninety (90) day period, the parties agree that the demands will be administered in staged batches of no more than fifty (50) demands each, with a single arbitrator appointed per batch, and that the parties will select two (2) demands from the first batch to proceed as bellwether arbitrations. All other demands, and all applicable limitations periods, are stayed pending resolution of the bellwether proceedings, after which the parties will engage in a good-faith global mediation. A court of competent jurisdiction may enforce this Section 17.6. This provision is intended to promote efficiency and does not limit either party’s right to individual relief.

17.7 Fees and costs.

Payment of filing, administrative, and arbitrator fees is governed by the applicable JAMS rules and fee schedule, except that Prexo will pay any portion of such fees that the arbitrator determines to be prohibitive of your ability to pursue a claim. Each party bears its own attorneys’ fees except where a statute or these Terms provide otherwise; the arbitrator may award fees and costs to the prevailing party where authorized by applicable law, and may award fees and costs against any party that files a claim or defense determined to be frivolous or brought for an improper purpose.

17.8 Your right to opt out of arbitration.

You may opt out of Sections 17.2, 17.3, 17.5, and 17.6 by sending written notice to [email protected]with “Arbitration Opt-Out” in the subject line, or by mail to the address in Section 20.13, within thirty (30) days after you first accept these Terms. Your notice must include your name, the email address or account associated with your use of the Site, and a clear statement that you wish to opt out of arbitration. Opting out has no other effect on these Terms and will not affect your access to the Site. If you opt out, or if the agreement to arbitrate is held unenforceable, disputes will be resolved exclusively in the courts identified in Section 20.2, and the jury trial waiver in Section 17.5 continues to apply.

17.9 Limitations period.

To the fullest extent permitted by applicable law, any claim arising out of or relating to these Terms or the Site must be filed within one (1) year after the claim accrues, or it is permanently barred. This Section 17.9 does not apply where prohibited by law.

17.10 Survival and severability.

This Section 17 survives termination of these Terms and any termination of your access to the Site. If any portion of this Section 17 other than Section 17.5 is found unenforceable, that portion is severed and the remainder continues in effect.

18. Export Controls, Sanctions, and International Access

The Site is operated from the United States and is intended for users located in the United States. Prexo makes no representation that the Site or any content is appropriate or available for use in any other jurisdiction. If you access the Site from outside the United States, you do so on your own initiative and are responsible for compliance with local law. You represent and warrant that you are not located in, organized under the laws of, or ordinarily resident in any country or territory subject to comprehensive U.S. sanctions; that you are not identified on any U.S. government list of prohibited or restricted parties, including the Specially Designated Nationals and Blocked Persons List; and that you will not access or use the Site in violation of U.S. export control laws, including the Export Administration Regulations and the International Traffic in Arms Regulations. You will not submit any export-controlled technical data through the Site.

19. Changes to the Site and to These Terms

Prexo may modify, suspend, or discontinue the Site or any portion of it at any time without liability. Prexo may also revise these Terms from time to time. When we make changes, we will update the “Last Updated” date at the top of these Terms, and for material changes we will provide additional notice, which may include a notice on the Site or, where we have your email address, by email. Changes are effective when posted unless a later effective date is stated. Your continued access to or use of the Site after the effective date constitutes acceptance of the revised Terms. If you do not agree to the revised Terms, stop using the Site. Material changes to Section 17 will not apply retroactively to any dispute of which Prexo had actual notice before the effective date of the change.

20. General Provisions

20.1 Governing law.

These Terms and any dispute arising out of or relating to them or to the Site are governed by the laws of the State of Delaware, excluding its conflict-of-laws rules, and by applicable federal law of the United States, except that the Federal Arbitration Act governs the interpretation and enforcement of Section 17. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.2 Venue for matters not subject to arbitration.

For any claim not subject to arbitration under Section 17, including claims brought after a valid opt-out, claims severed under Section 17.5, and applications for injunctive relief under Section 17.4, you and Prexo consent to the exclusive jurisdiction and venue of the Court of Chancery of the State of Delaware or, where subject-matter jurisdiction permits, the United States District Court for the District of Delaware, and each party waives any objection based on personal jurisdiction, venue, or forum non conveniens.

20.3 Entire agreement and precedence.

These Terms, together with the Privacy Policy and any additional terms expressly incorporated by reference, constitute the entire agreement between you and Prexo regarding the Site and supersede all prior or contemporaneous understandings regarding the Site. If any conflict arises between these Terms and a Subscription Agreement, Free Tool Terms of Service, non-disclosure agreement, or written services agreement between you and Prexo, that other agreement controls with respect to its subject matter and these Terms continue to govern your use of the Site.

20.4 Severability.

If any provision of these Terms is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable, or if it cannot be so modified, severed, and the remaining provisions will remain in full force and effect. Section 17.5 is governed by its own severability rule.

20.5 No waiver.

No failure or delay by Prexo in exercising any right under these Terms operates as a waiver of that right, and no single or partial exercise precludes any further exercise. Waivers must be in writing and signed by an authorized representative of Prexo.

20.6 Assignment.

You may not assign or transfer these Terms or any rights under them, by operation of law or otherwise, without Prexo’s prior written consent, and any attempted assignment without consent is void. Prexo may assign or transfer these Terms without restriction and without notice, including in connection with a merger, acquisition, corporate reorganization, financing, or sale of all or substantially all of its assets. These Terms bind and benefit the parties and their permitted successors and assigns.

20.7 Force majeure.

Prexo is not liable for any delay or failure to perform resulting from causes beyond its reasonable control, including acts of God, natural disasters, epidemic or pandemic, war, terrorism, civil disturbance, labor disputes, governmental action, cyberattack, failure of the public internet, or failure or degradation of third-party hosting, network, or artificial intelligence providers.

20.8 Relationship of the parties.

These Terms do not create any partnership, joint venture, agency, franchise, employment, or fiduciary relationship between you and Prexo. Neither party has authority to bind the other.

20.9 No third-party beneficiaries.

These Terms confer no rights or remedies on any person other than you and Prexo, except that Prexo’s affiliates, officers, directors, employees, agents, licensors, and service providers are intended third-party beneficiaries of Sections 13, 14, and 15 and may enforce those Sections directly.

20.10 Interpretation.

Headings are for convenience only and do not affect interpretation. “Including” and “includes” mean “including without limitation.” These Terms will not be construed against either party as the drafter.

20.11 Government users.

If you are a U.S. federal, state, or local government entity, or are accessing the Site on behalf of one, additional or different terms may be required by applicable procurement law, and no provision of these Terms applies to the extent prohibited by that law. Any software or documentation made available through the Site is “commercial computer software” and “commercial computer software documentation” under FAR 12.212 and DFARS 227.7202, licensed with only those rights granted to all other end users under these Terms.

20.12 Accessibility.

Prexo is committed to making the Site usable by people with disabilities and works toward conformance with recognized accessibility standards. If you encounter a barrier to accessing any part of the Site, contact [email protected] and we will work with you to provide the information or functionality through an alternative means of communication.

20.13 Notices and contact.

Legal notices to Prexo must be sent by email to [email protected] and by mail to: Prexo, Inc., Attn: Legal, 5655 Silver Creek Valley Rd, San Jose, CA 95138, United States. Notices to you may be sent to the email address you have provided or posted on the Site. Notices are effective upon receipt, or if by email, upon transmission absent a bounce notification. General questions about these Terms may be directed to [email protected].

© 2026 Prexo, Inc. All rights reserved. Prexo™, Prexo Preconstruction Intelligence Suite™, Bid Intelligence™, Takeoff Engine™, Estimate Builder™, Contract Command™, and Ask Prexo™ are trademarks of Prexo, Inc.

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