Terms of Service

Last Modified September 2, 2026

These Terms of Service and any terms expressly incorporated herein (together, this “Agreement”) apply to any access to, or use of, the GrndCtrl Platform, the NSPEC Platform, or the SuperClear AI Platform, each as defined herein (each, a “Platform” and, together, the “Platforms”), as made available by NXT Construction Technologies, LLC, a Tennessee limited liability company, together with its subsidiaries and affiliates (the “Company”, “we”, “us”, or “our”). For the purposes of this Agreement, the terms “you”, “your”, “yourself”, and “User” mean you, the individual person accessing or using a Platform. You and the Company may be referred to herein together as the “Parties”, and each may be referred to individually as a “Party”.

You accept this Agreement by clicking the “Accept” button or checking the appropriate box when this Agreement is presented to you at your first login to any of the Platforms. The date on which you first do so shall be considered the “Effective Date” of this Agreement. This Agreement incorporates by reference the Company’s Privacy Policy, available at https://app.grndctrl.ai/privacy-policy.html, as it may be updated from time to time (the “Privacy Policy”), which is an integral part hereof. Acceptance of this Agreement at first login to any one Platform constitutes acceptance with respect to every Platform you are authorized to access.

This Agreement governs your own access to and conduct on the Platforms. If you access a Platform through an account provided by your employer or another organization (your “Organization”), the commercial relationship between the Company and your Organization is governed by the Master Subscription Agreement and the Order Form(s) between the Company and your Organization (together, the “MSA”). All fees, subscription, term, and termination matters are governed solely by the MSA. Nothing in this Agreement modifies the MSA, and, as to matters between the Company and your Organization, if this Agreement conflicts with the MSA, the MSA controls.

IF YOU DO NOT AGREE TO THIS AGREEMENT, OR IF YOU DO NOT HAVE THE REQUISITE AUTHORITY OR CAPACITY TO ENTER INTO IT, DO NOT CLICK THE “ACCEPT” BUTTON OR CHECK ANY BOX TO ACCEPT THIS AGREEMENT, AND YOU MUST NOT ACCESS OR USE ANY PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT ACCESSING OR USING ANY PORTION OF ANY PLATFORM IN ANY MANNER CONSTITUTES YOUR ACCEPTANCE OF THIS AGREEMENT IN ITS ENTIRETY.

ARBITRATION NOTICE FOR USERS IN THE UNITED STATES: THIS AGREEMENT CONTAINS AN ARBITRATION CLAUSE IN WHICH YOU AND THE COMPANY AGREE THAT DISPUTES BETWEEN US WILL BE RESOLVED BY MANDATORY BINDING ARBITRATION.

1. Definitions

In addition to the terms otherwise defined in this Agreement, the following terms have the definitions below:

“Company Marks” means the Company’s trademarks, service marks, logos, trade dress, trade names, brand names, corporate names and domain names (and all derivative works and copies thereof).

“Customer” means the Person, typically your Organization, that has entered into the MSA with the Company and through whose Subscription you are provided access to a Platform.

“Customer Data” means any data, information, photos, videos, material, content, or anything of a similar nature, that is uploaded to, submitted to, or stored on a Platform by or on behalf of a Customer, including anything you upload, submit, or store through your account. Additionally, the content of any documents or reports generated by a Platform (but not the template) shall be considered Customer Data for purposes of this Agreement.

“Documentation” means documentation that is provided by the Company that describes the then-current specifications, functions, and features of a Platform, in any form.

“GrndCtrl Platform” means the Company’s business software platform, which enables customers to bring their business data, documents, and workflows into one workspace and to work with them through the platform’s tools and applications, including AI-assisted search and chat, document management, quoting and proposal generation, and integrations with the customer’s other business systems.

“Intellectual Property” means the property of a Party that is protected in any manner by Intellectual Property Rights.

“Intellectual Property Rights” means all industrial and other intellectual property rights comprising or relating to: (a) patents; (b) trademarks; (c) internet domain names, whether or not trademarks, registered by any authorized private registrar or governmental authority, web addresses, web pages, website and URLs; (d) works of authorship, expressions, designs and design registrations, whether or not copyrightable, including copyrights and copyrightable works, software and firmware, application programming interfaces, architecture, files, records, schematics, data, data files, and databases and other specifications and documentation; (e) trade secrets; and (f) all industrial and other intellectual property rights, and all rights, interests and protections that are associated with, equivalent or similar to, or required for the exercise of, any of the foregoing, however arising, in each case whether registered or unregistered and including all registrations and applications for, and renewals or extensions of, these rights or forms of protection under the Laws of any jurisdiction throughout in any part of the world.

“Law” means, with respect to any Person, all provisions of laws, statutes, ordinances, rules, regulations, permits, certificates, judgments, decisions, decrees, or orders of any governmental authority applicable to such Person.

“NSPEC Platform” means the Company’s compliance inspection and reporting software, which enables customers to streamline the process of certain compliance and inspection functions, from carrying out the inspections and documenting observations, to listing and tracking action items and generating inspection reports, such as quality assurance inspection reports and water testing reports.

“Order Form” means an applicable order form between the Company and a Customer setting forth the fees, the Subscription, the number of Users who may access a Platform via such Subscription, the subscription term, and similar commercial matters.

“Person” means any individual, corporation, partnership, trust, unincorporated association, business, or other legal entity, and any government or any governmental agency or political subdivision thereof.

“Subscription” means the access license to a Platform granted to a Customer under the MSA and an applicable Order Form.

“SuperClear AI Platform” means the Company’s photo analysis software, which enables customers to upload and analyze job-site photographs, including automated detection of potential defects and related reporting.

“Third Party” means any Person who is not the Company, a Customer, or a User.

2. Your Account

2.1 Account Registration. To use a Platform you must have your own, unique account (your “Account”). You agree that you will: (a) provide true, accurate, current and complete information as prompted by the registration form; (b) maintain and promptly update the data with which you registered to ensure the information is always true, accurate, current, and complete; (c) immediately inform the Company of any unauthorized use of your Account or any other breach of security; and (d) exit from your Account at the end of each work session. The Company undertakes no obligation to verify the data you provide. However, if the Company finds or suspects that the provided information is untrue, inaccurate, not current, or incomplete, and you fail to provide or correct the information after notice, the Company may suspend or terminate your Account and refuse any and all current or future use of the Platforms.

2.2 Account Security. You must choose a password, or use the sign-in method your Organization has designated, when registering to use a Platform. You are responsible for maintaining the confidentiality of your password and other credentials, and you are fully responsible for all activities that occur under your Account. You must not share your credentials with, or make your Account available to, any other Person. You acknowledge and agree that the Company shall not be liable for any loss that you may incur as a result of someone else using your credentials, either with or without your knowledge, and that the Company shall not be liable or responsible for any unauthorized access to or misuse of a Platform through your Account.

3. License to Use the Platforms

3.1 License Grant. Subject to the terms and conditions of this Agreement, and for so long as you are authorized by a Customer under an active Subscription, the Company grants to you a personal, limited, non-exclusive, non-sublicensable, non-transferable, non-assignable license to access and use the Platforms you are authorized to access, solely for the internal business purposes of the Customer that authorized your access, and solely in accordance with this Agreement and the Documentation. Your access and use are subject to reasonable operational limits the Company applies from time to time, including limits on document uploads, storage, and AI chat and query usage.

3.2 No Sublicensing. For avoidance of doubt, the license granted in Section 3.1 does not include the right to sublicense; you shall not provide access to any Platform to any Third Party.

3.3 Suspension. Any use of a Platform in violation of this Agreement that, in the Company’s reasonable judgment, threatens the security, integrity, or availability of a Platform or that of the Company’s other customers, may result in the Company immediately suspending your access; however, the Company will use commercially reasonable efforts under the circumstances to provide notice and an opportunity to remedy such violation or threat prior to such suspension. Your access also ends when the Customer that authorized it removes your authorization or when the Customer’s Subscription expires or terminates under the MSA.

4. Acceptable Use

(a) Except as permitted under this Agreement or as required by Law, you will not, and will not permit or encourage anyone else, to:

1. license, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit or make any Platform available to any Third Party in any way;
2. disassemble, decompile, reverse engineer, or otherwise attempt to derive source code or other trade secrets from any Platform, or modify, make derivative works based upon, copy, or otherwise use any ideas, features, functions, or graphics of any Platform in order to (a) build a competitive product or service or (b) build a product using similar features, functions, or graphics of any Platform;
3. modify, remove, or obstruct any proprietary rights statement or notice contained in any Platform;
4. “crawl,” “scrape,” or “spider” any data or portion of any Platform (through use of manual or automated means);
5. send or store on any Platform (a) infringing, unlawful, or tortious material, including material which violates Third Party privacy rights or (b) materials containing software viruses, worms, Trojan horses, or other harmful computer code, files, scripts, agents, or programs;
6. attempt to gain unauthorized access to any Platform or its related systems or networks, or to any data belonging to any Person other than the Customer that authorized your access;
7. access any Platform if you are, or are acting on behalf of, a direct competitor of the Company, unless the Company agrees in writing before such access;
8. impersonate another User, share passwords, or provide false identity information to access or use any Platform;
9. remove, delete, add to, alter, or obscure any part or aspect of any Platform or any warranties, disclaimers, or other notices, or any marks, symbols, or serial numbers (including any of the Company Marks) that appear on or in connection with any Platform;
10. challenge, or cause, induce, authorize, or assist any Person to challenge, the validity, ownership, use, or registration of any Intellectual Property Rights in and to the Platforms, the Documentation, and any of the Company Marks, or take any action in derogation of the Company Marks, including by using, licensing, or applying to register any mark that is identical or substantially similar to any of the Company Marks;
11. under or in connection with any part of this Agreement or its subject matter, perform any act that, or fail to perform any act the omission of which, infringes, misappropriates, or otherwise violates any Intellectual Property Right of the Company or other right of any Person, or violates any applicable Law;
12. use any Platform in a way prohibited by applicable Law;
13. use any Platform to violate the legal rights of others, including, but not limited to, Intellectual Property Rights, rights of privacy and/or data protection;
14. use any Platform in a way that could materially harm the functionality or performance of any Platform;
15. permit unauthorized Third Parties to obtain access to any Platform;
16. use or access any Platform in a manner that fails to comply with this Agreement or any Documentation provided by the Company;
17. hack or break any security mechanism on any Platform, or pose a security risk to any users of any Platform;
18. use any Platform or any data obtained through any Platform in a false or misleading manner, or in any manner inconsistent with this Agreement;
19. use any Platform in any way that may be offensive, profane, obscene, or libelous to the Company; or
20. attempt to access any Platform by any means other than through the interfaces that are provided by the Company.

(b) You agree to comply with all applicable local, state, national, and foreign laws, treaties, and regulations in connection with your use of the Platforms, including those related to data privacy. You agree that you will promptly notify the Company of any violation of this Section 4 of which you become aware.

5. Builder Features

Certain Platform capabilities allow designated users to build, configure, publish, or deploy extensions, integrations, automations, or similar customizations (“Builder Features”). Access to Builder Features is granted by your Organization. If your Organization grants you access to Builder Features, you must follow your Organization’s Builder Addendum and any related policies your Organization has adopted, and you may not use Builder Features to introduce malicious code or to access, or attempt to access, data beyond your Organization’s tenant.

6. Customer Data

6.1 Ownership. As between the Company and the Customer, the Customer owns all right, title, and interest in and to Customer Data, as further described in the MSA. This Agreement does not transfer any ownership of Customer Data to you or to the Company. The Company will handle Customer Data and Personal Data as described in the MSA and the Privacy Policy.

6.2 Your Responsibility for What You Upload. You are responsible for the Customer Data that you upload, generate, transmit, store, or otherwise make available through a Platform. You represent and warrant that (i) you have all of the rights, licenses, and privileges that are required for anything you upload, generate, transmit, store, or otherwise make available through a Platform, and (ii) nothing you upload is unlawful or infringes upon the rights of any Third Party. The Company shall have the right, in its sole discretion, to restrict, limit, or reject the storage or transmission of any Customer Data via a Platform and to remove any Customer Data that has previously been uploaded or transmitted, if the Company reasonably believes that such Customer Data or its use is in violation of the terms of this Agreement or the Law.

6.3 No Sensitive Data. You shall not upload, transmit, store, disclose or make available through any Platform any Sensitive Data, and the Company will have no liability whatsoever for such Sensitive Data erroneously transmitted through a Platform. For the purposes of this Agreement, “Sensitive Data” means any Personal Data that requires a heightened degree of protection by applicable law. Sensitive Data includes, but is not limited to, social security numbers or other government-issued identification numbers, financial account numbers, credit card or debit card numbers, CVVs, credit report information or other personal financial information, health or medical information, or other information that is subject to international, federal, state, or local laws or ordinances now or hereafter enacted requiring heightened standards for data protection or privacy, including, but not limited to, the Health Insurance Portability and Accountability Act, the Health Information Technology for Economic and Clinical Health Act, the Fair Credit Reporting Act, the Children’s Online Privacy Protection Act, and the Gramm-Leach-Bliley Act. For the purposes of this Agreement, “Personal Data” means all information relating to a person that identifies such person or could reasonably be used to identify such person, including any information that is deemed “personal information” or “personal data” as defined by applicable data protection laws.

7. Intellectual Property

7.1 Company Intellectual Property. Except for the limited right to access and use the Platforms under this Agreement, you acknowledge and agree that the Company, or its licensors, as the case may be, has and will retain any and all right, title, and interest in and to the Platforms, the services provided therethrough, and any underlying software, as well as all derivative works made by any person or entity based upon the Platforms, including all Intellectual Property Rights associated with the foregoing. You will not assert or cause any other party to assert any right, title, or interest in or to any Platform or other portion of the Company’s Intellectual Property Rights. This Agreement is not a sale and does not give you any rights of ownership in, or related to, any Platform or the Company’s Intellectual Property Rights.

7.2 Feedback. If you provide the Company with any feedback or suggestions about a Platform or the Company’s business operations (the “Feedback”), the Company may use the Feedback without obligation to you, and you irrevocably assign to the Company all right, title, and interest in and to the Feedback.

8. Confidentiality

In the course of using the Platforms you may have access to non-public information regarding the features, functionality, pricing, and performance of the Platforms, as well as other business, technical, or financial information of the Company that is either marked as confidential or proprietary or that, given the nature of the information or the circumstances of the disclosure, reasonably ought to be considered to be confidential (“Confidential Information”). You agree not to use Confidential Information for any purpose except as necessary to use the Platforms as permitted by this Agreement, and not to disclose Confidential Information to any Third Party. These obligations do not apply to information that: (a) is or becomes generally available to the public through no action or inaction on your part; (b) was in your possession or known by you prior to receipt from the Company; (c) was rightfully disclosed to you without restriction by a Third Party; or (d) is required to be disclosed by Law or legal process, provided that, where legally permitted, you give the Company prior written notice sufficient to permit the Company to contest the disclosure or seek a protective order. Your confidentiality obligations to your Organization, and your Organization’s obligations regarding the Company’s Confidential Information, are governed by the MSA and your Organization’s own policies.

9. Privacy

The Company’s collection, use, and disclosure of Personal Data in connection with the Platforms is described in the Privacy Policy, available at https://app.grndctrl.ai/privacy-policy.html. By accepting this Agreement, you acknowledge the Privacy Policy.

10. Representations & Warranties; Disclaimers

10.1 Mutual Representations and Warranties. Each Party represents and warrants that it has the legal power and authority to enter into this Agreement.

10.2 GENERAL WARRANTY DISCLAIMER. OTHER THAN AS EXPRESSLY SET FORTH IN SECTION 10.1, NEITHER THE COMPANY, ITS PARENTS, SUBSIDIARIES, AFFILIATES, LICENSORS OR SUPPLIERS, NOR ITS OR THEIR RESPECTIVE OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES, SHAREHOLDERS, MEMBERS, AGENTS, OR REPRESENTATIVES MAKE ANY EXPRESS OR IMPLIED WARRANTIES, CONDITIONS, REPRESENTATIONS, OR GUARANTEES TO YOU, OR ANY OTHER PERSON OR ENTITY WITH RESPECT TO THE PLATFORMS, THE DOCUMENTATION, OR OTHERWISE REGARDING THIS AGREEMENT, WHETHER ORAL OR WRITTEN, EXPRESS, IMPLIED OR STATUTORY, AND, EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE PLATFORMS ARE PROVIDED TO YOU ON AN “AS IS” AND “AS AVAILABLE” BASIS. WITHOUT LIMITING THE FOREGOING, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, THE IMPLIED WARRANTY OR CONDITION OF FITNESS FOR A PARTICULAR PURPOSE, AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE ARE EXPRESSLY EXCLUDED AND DISCLAIMED. NO WARRANTY IS MADE THAT USE OF THE PLATFORMS WILL BE TIMELY, ERROR-FREE OR UNINTERRUPTED, THAT THE PLATFORMS WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS, THAT ANY NON-MATERIAL ERRORS OR DEFECTS IN THE PLATFORMS WILL BE CORRECTED, THAT THE PLATFORMS WILL OPERATE IN COMBINATION WITH HARDWARE, SOFTWARE, SYSTEMS, OR DATA NOT PROVIDED OR RECOMMENDED BY THE COMPANY, OR THAT THE PLATFORMS’ FUNCTIONALITY WILL MEET YOUR REQUIREMENTS. ANY WARRANTIES MADE BY THE COMPANY TO A CUSTOMER ARE SET FORTH IN THE MSA AND RUN SOLELY TO THAT CUSTOMER.

11. Limitation of Liability

11.1 Exclusions of Liability. EXCEPT IN CONNECTION WITH AND TO THE EXTENT OF ANY BREACH OF A PARTY’S OBLIGATIONS OF CONFIDENTIALITY, IN NO EVENT SHALL EITHER PARTY, ITS AFFILIATES, LICENSORS OR SUPPLIERS, OR ANY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, SHAREHOLDERS, AGENTS OR REPRESENTATIVES BE LIABLE TO THE OTHER PARTY, OR ANY OTHER PERSON OR ENTITY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL UNDER OR IN ANY WAY RELATING TO THIS AGREEMENT OR RESULTING FROM THE USE OF OR INABILITY TO USE THE PLATFORMS OR THE PERFORMANCE OR NON-PERFORMANCE OF THE PLATFORMS, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF SUCH PARTY HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON ANY LEGAL OR EQUITABLE THEORY, INCLUDING, BUT NOT LIMITED TO, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE.

11.2 Maximum Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXIMUM AGGREGATE LIABILITY OF THE COMPANY TO YOU FOR ALL CLAIMS UNDER, IN CONNECTION WITH OR ARISING OUT OF, THIS AGREEMENT (WHETHER IN CONTRACT, TORT OR OTHERWISE, INCLUDING NEGLIGENCE) WILL NOT EXCEED TEN THOUSAND DOLLARS ($1,000). THE FOREGOING LIMITATIONS WILL NOT APPLY TO ANY BREACH OF SECTION 4 OR SECTION 7. ANY LIABILITY OF THE COMPANY TO A CUSTOMER IS GOVERNED SOLELY BY THE MSA.

12. Governing Law

This Agreement is governed by and construed in accordance with the internal laws of the State of Tennessee without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of Tennessee and without regard to the U.N. Convention on the International Sale of Goods (CISG).

13. Disputes; Arbitration

Any dispute, controversy, or claim arising out of or in connection with, or relating to, this Agreement or any breach or alleged breach hereof, upon the request of any Party involved, shall be submitted to, and settled by, arbitration pursuant to the Commercial Arbitration Rules (the “Rules”) of the American Arbitration Association (“AAA”) by Arbitrators appointed in accordance with the said Rules. The place of arbitration shall be Nashville, Tennessee, or as agreed upon by the Parties, and judgment on the award rendered by the Arbitrators may be entered in any court with jurisdiction. The arbitration shall be conducted in the English language. The arbitration shall be conducted by one (1) neutral and impartial arbitrator (the “Arbitrator”) agreed upon by the Parties or otherwise assigned by the AAA. The Arbitrator shall have the sole power to rule on matters of jurisdiction, arbitrability, timeliness of claims, issue preclusion, and to grant permanent equitable relief. The Parties agree that the prevailing Party in any arbitration action hereunder shall be entitled to receive, in addition to all other damages and awards, the costs incurred by such Party in conducting the arbitration, including reasonable attorneys’ fees and expenses, and arbitration costs. In addition to and not in limitation of the foregoing mandatory arbitration requirements, to the extent that it is necessary to prevent irreparable harm that may be caused to a Party by the breach of this Agreement, that Party will be entitled to equitable relief (including an injunction or preservation of evidence) in any court of law having proper jurisdiction, in addition to all other available remedies.

14. Changes to these Terms

The Company may modify this Agreement from time to time. If the Company makes material changes, it will provide notice through the Platforms or by email, and may present the updated Agreement for your acceptance at your next login. Changes become effective on the date stated in the notice, and your continued access to or use of any Platform after that date constitutes your acceptance of the updated Agreement. The “Last Modified” date at the top of this Agreement reflects the most recent version.

15. Miscellaneous

15.1 Relationship to the MSA; Entire Agreement. This Agreement, together with the Privacy Policy, constitutes the entire agreement between you and the Company with respect to your own access to and conduct on the Platforms, and supersedes any prior terms of service between you and the Company regarding the same subject matter. It does not supersede or modify the MSA, which exclusively governs the commercial relationship between the Company and the Customer, including all fees, subscription, term, and termination matters.

15.2 Assignment. You may not assign this Agreement or any of your rights hereunder. The Company may assign this Agreement to: (a) a parent or subsidiary, (b) an acquirer of all or substantially all of the stock or assets of the Company, or (c) a successor by merger.

15.3 Waiver. No failure or delay by a Party to exercise any right or remedy provided under this Agreement or by Law shall constitute a waiver of that or any other right or remedy, nor shall it prevent or restrict the further exercise of that or any other right or remedy.

15.4 Severability. The illegality, invalidity, or unenforceability of any provision of this Agreement will not in any manner affect or render illegal, invalid, or unenforceable any other provision of this Agreement, and that provision, and this Agreement generally, will be reformed, construed, and enforced so as to most nearly give lawful effect to the intent of the Parties as expressed in this Agreement.

15.5 Headings. Section headings are for convenience of reference only and will not affect the interpretation of this Agreement.

15.6 Survival. Provisions that, by their nature, are intended to survive the termination of this Agreement or of your access to the Platforms, including without limitation Sections 6.3, 7, 8, 10, 11, 12, and 13, shall survive.

[End of Terms of Service]