Terms of Service

These Terms of Service ("Terms") govern access to and use of the SubMark application and related services (the "Service") provided by SubMark ("SubMark," "we," "us"). Please read them carefully.

1. Acceptance of Terms; Authority to Bind

By creating an account, checking the acceptance box presented at signup, or using the Service, you agree to these Terms and to the SubMark Privacy Policy. You represent that (a) you are at least 18 years old, (b) you are using the Service on behalf of a company or other organization (the "Customer"), and (c) you have the authority to bind that Customer to these Terms. "You" refers to both the individual accepting these Terms and the Customer. If you do not have that authority, or if you do not agree to these Terms, you must not accept them or use the Service.

Access to the Service is provisioned by invitation. Each individual user added under a Customer's account is also required to accept these Terms on first use.

2. The Service

SubMark is a construction management platform for trade contractors. It provides tools for project tracking, bidding and estimating, change orders, scheduling, time tracking, daily logs, document storage, draw and payment-application record keeping, safety records, reporting, and related workflows. SubMark is a system of record and coordination tool; it does not perform construction services and is not a party to any construction contract between the Customer and its customers, general contractors, or vendors.

3. Accounts and Access

You are responsible for maintaining the confidentiality of account credentials and for all activity under your account. You must notify us promptly at support@submark.io of any unauthorized use. You are responsible for the acts and omissions of all users you invite or authorize under your Customer account, including the roles and permissions you assign to them.

4. Customer Data

As between you and SubMark, you own all data, documents, and content you or your users submit to the Service ("Customer Data"). You grant SubMark a non-exclusive license to host, process, transmit, display, and back up Customer Data solely to provide and support the Service, to comply with law, and as described in the Privacy Policy.

You are responsible for the accuracy and legality of Customer Data, including having the right to submit information about your employees and workers (such as names, time records, and certifications) and information belonging to third parties (such as plans, drawings, and contract documents). Upon written request following termination, we will make Customer Data available for export for a period of 30 days, after which we may delete it in accordance with our retention practices.

5. Acceptable Use

You will not: (a) use the Service to violate law or the rights of others; (b) attempt to access data of another customer or tenant; (c) probe, scan, or test the vulnerability of the Service without written authorization; (d) resell, sublicense, or provide the Service to third parties except to invited project collaborators through features we provide; (e) upload malicious code; (f) use automated means to extract data at volumes beyond normal use of the features provided; or (g) use the Service to build a competing product.

6. Fees and Payment

Paid subscriptions are billed through our payment processor according to the plan and pricing agreed at purchase or presented in the Service. Unless otherwise stated, fees are exclusive of taxes; you are responsible for applicable sales, use, and similar taxes, which we may collect where required. Fees for beta, pilot, or founding-customer arrangements are as separately agreed. We may suspend access for non-payment after reasonable notice.

7. Third-Party Services and Integrations

The Service interoperates with third-party services — for example accounting integrations (such as QuickBooks Online), payment processing, mapping, and email delivery — and you may connect the Service to systems operated by general contractors or others. Your use of third-party services is governed by their terms, and SubMark is not responsible for third-party services, their availability, or the data they return. Records you submit through a third party's platform (for example a general contractor's payment-application system) are governed by that platform, not by SubMark.

Connected email accounts. Individual users may optionally connect their own work email account (Microsoft 365 or Google Workspace) to the Service's Email Intelligence feature. By connecting a mailbox, the connecting user represents that they are authorized to grant the Service read-only access to it, and authorizes the access and processing described in Section 5 of the Privacy Policy. Access is read-only, is limited to the connecting user's own account within the Service, and may be revoked at any time in the Service or through the email provider; disconnecting deletes the insights derived from that mailbox. Email providers' own terms govern the underlying accounts, and SubMark is not responsible for provider availability or for actions the provider takes on an account. Insights surfaced from email are AI-assisted output subject to Section 8.

8. AI-Assisted Features

Some features use artificial intelligence to extract, summarize, or suggest information (for example, extracting values from uploaded documents or assisting with takeoffs and search). AI output can be inaccurate or incomplete. You must review AI-generated or AI-extracted results before relying on them, particularly for financial figures, quantities, and contractual amounts. AI output based on your Customer Data is Customer Data; you are responsible for your use of it.

9. Intellectual Property

SubMark and its licensors own the Service, including all software, design, and documentation, and all related intellectual property rights. We may use feedback and suggestions you provide without obligation. No rights are granted except as expressly stated in these Terms.

10. Important Disclaimers — Records, Not Legal Documents or Advice

SubMark is a record-keeping and workflow tool. It is not a law firm, accountant, insurer, or surety, and it does not provide legal, accounting, tax, or professional advice. Without limiting the foregoing:

• The Service does not generate AIA G702/G703 payment-application documents or other copyrighted form documents. Draw and payment-application features record and track submissions you make through other systems.
• The Service does not generate lien waivers or other statutory forms. Lien-waiver features track the status of waiver documents that you or others prepare outside the Service. Statutory requirements for waivers, notices, and lien rights (including under Texas Property Code Chapter 53 and similar laws) vary and can be strict; you are solely responsible for using legally compliant forms and meeting deadlines, and should consult your attorney.
• Schedules, alerts, reports, dashboards, and calculations are aids to your own judgment. They do not guarantee compliance with any contract or law.

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUBMARK DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) SUBMARK WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) SUBMARK'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE AMOUNTS ACTUALLY PAID BY THE CUSTOMER TO SUBMARK FOR THE SERVICE IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY (OR ONE HUNDRED U.S. DOLLARS IF NO FEES WERE PAID). THESE LIMITS APPLY REGARDLESS OF THE THEORY OF LIABILITY AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. Some jurisdictions do not allow certain limitations; in those jurisdictions these limits apply to the fullest extent permitted.

12. Indemnification

You will defend and indemnify SubMark against third-party claims arising from Customer Data, your use of the Service in violation of these Terms or law, or your construction projects and business operations, including claims by your workers, customers, general contractors, or vendors.

13. Changes to These Terms

We may update these Terms from time to time. Each version is identified by its version date. For material changes, we will notify you through the Service and require re-acceptance through the Service before continued use; the updated Terms apply from your acceptance. For non-material changes, the updated Terms apply upon posting. Your acceptance of each version is recorded, including the version accepted, the accepting user, and the time of acceptance.

14. Term, Suspension, and Termination

These Terms apply from your acceptance and continue while you use the Service. Either party may terminate for material breach if the breach is not cured within 30 days of written notice. We may suspend access immediately where reasonably necessary to protect the Service or other customers (for example, security incidents or abuse) and will restore access when the issue is resolved. Sections 4 (export), 9, 10, 11, 12, 15, and 16 survive termination.

15. Governing Law and Venue

These Terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules. The state and federal courts located in Texas will have exclusive jurisdiction over any dispute arising out of these Terms or the Service, and the parties consent to personal jurisdiction and venue there.

16. General

These Terms, together with the Privacy Policy and any ordering document we agree to in writing, are the entire agreement regarding the Service and supersede prior discussions. If any provision is unenforceable, the remainder stays in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets; we may assign them to an affiliate or successor. Notices to SubMark should be sent to support@submark.io; notices to you may be sent to the email associated with your account.

Questions? Contact support@submark.io.