Terms of Service

Last Updated: December 15, 2024

1. Definitions

• "Platform" means the CapexIQ web application, APIs, and related services
• "Services" means FEL estimation, scope intelligence, document analysis, and related features
• "User Content" means documents, data, and materials you upload or input to the Platform
• "Output" means estimates, reports, and analysis generated by the Platform
• "Subscription" means your paid access plan to the Platform
• "Pilot" means the 60-day evaluation period offered to prospective customers
• "Sector Bundle" means industry-specific intelligence modules licensed separately

2. Account Registration and Eligibility

2.1 Eligibility

You must be at least 18 years old and have the legal authority to bind yourself or your organization to these Terms. By registering, you represent that:

• You have the authority to enter into this agreement
• All registration information is accurate and complete
• You will maintain the accuracy of such information

2.2 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials
• All activities that occur under your account
• Notifying us immediately of any unauthorized access

We reserve the right to suspend accounts that violate these Terms or pose security risks.

3. Services Description

3.1 Platform Capabilities

CapexIQ provides AI-powered tools for:

• Front-End Loading (FEL) cost estimation (Class 5–3)
• Scope intelligence and document analysis
• Equipment list extraction and validation
• Scenario comparison and revision tracking
• Export functionality for downstream tools

3.2 Service Limitations

Important: CapexIQ is designed for early-stage capital planning and scope definition. Our services:

• Provide preliminary estimates, not final approval-grade estimates
• Are intended to support, not replace, professional engineering judgment
• Generate Class 5–3 estimates per AACE International guidelines
• Should be validated by qualified professionals before use in final decisions

3.3 60-Day Pilot Program

The pilot program allows evaluation of our services using your project documents. Pilot terms:

• Duration: 60 days from activation
• Includes comprehensive evaluation using your actual documents
• No payment required during pilot period
• Subscription begins only upon mutual agreement after pilot completion

4. Subscription and Payment

4.1 Subscription Plans

We offer tiered subscription plans as described on our pricing page. Each plan includes:

• Platform access and collaboration features
• Specified user limits
• Industry sector bundles as indicated per plan

4.2 Billing

• Platform Subscriptions: Billed monthly or annually in advance
• Sector Bundles: Licensed annually
• All fees are in Canadian dollars unless otherwise specified
• Prices are exclusive of applicable taxes

4.3 Payment Terms

• Payment is due upon invoice or as agreed in your subscription agreement
• Late payments may incur interest at 1.5% per month
• We reserve the right to suspend access for overdue accounts

4.4 Refunds

Annual subscriptions may be eligible for pro-rated refunds within the first 30 days. Monthly subscriptions are non-refundable. Contact us for refund requests.

5. User Content and Data

5.1 Ownership

You retain all ownership rights to your User Content. By uploading content, you grant us a limited license to:

• Process and analyze your documents to provide Services
• Store your content securely during your subscription
• Generate Output based on your content

5.2 User Responsibilities

You represent and warrant that:

• You have the right to upload and share all User Content
• Your content does not violate any third-party rights
• Your use complies with all applicable laws and regulations

5.3 Prohibited Content

You may not upload content that:

• Infringes intellectual property rights
• Contains malware or malicious code
• Violates export control or sanctions laws
• Is unlawful, harmful, or objectionable

5.4 Data Retention

Upon subscription termination:

• You may export your data within 30 days
• User Content is retained for 90 days, then deleted
• Enterprise customers may configure custom retention policies

6. Intellectual Property

6.1 Our Intellectual Property

CapexIQ and its licensors own all rights to:

• The Platform, including software, algorithms, and AI models
• Industry sector intelligence and cost databases
• Trademarks, logos, and branding
• Documentation and training materials

6.2 License Grant

Subject to these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Platform for your internal business purposes during your subscription term.

6.3 Restrictions

You may not:

• Copy, modify, or create derivative works of the Platform
• Reverse engineer, decompile, or disassemble the Platform
• Sublicense, sell, or transfer your access rights
• Use the Platform to build a competing product
• Remove or alter any proprietary notices

7. Confidentiality

7.1 Mutual Confidentiality

Both parties agree to protect confidential information disclosed during the relationship. Confidential information includes:

• Your project documents and business data
• Our proprietary technology and pricing
• Any information marked as confidential

7.2 Exceptions

Confidentiality obligations do not apply to information that:

• Is publicly available through no fault of the receiving party
• Was known prior to disclosure
• Is independently developed without use of confidential information
• Is required to be disclosed by law

8. Disclaimers

8.1 Service Disclaimer

THE PLATFORM AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED.

We specifically disclaim warranties of:

• Merchantability and fitness for a particular purpose
• Accuracy, completeness, or reliability of estimates
• Uninterrupted or error-free operation
• Results meeting your specific requirements

8.2 Estimate Disclaimer

IMPORTANT: Estimates generated by CapexIQ are preliminary in nature and intended for early-stage planning purposes only. They:

• Are not final approval-grade estimates
• Should not be used as the sole basis for investment decisions
• Require validation by qualified engineering professionals
• May vary significantly from actual project costs

9. Limitation of Liability

9.1 Exclusion of Damages

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CAPEXIQ SHALL NOT BE LIABLE FOR:

• Indirect, incidental, special, consequential, or punitive damages
• Loss of profits, revenue, data, or business opportunities
• Cost of procurement of substitute services
• Damages arising from reliance on estimates or Output

9.2 Liability Cap

Our total liability for any claims arising from these Terms or your use of the Services shall not exceed the greater of:

• The fees paid by you in the 12 months preceding the claim, or
• CAD $5,000

9.3 Essential Purpose

These limitations apply regardless of the form of action and even if we have been advised of the possibility of such damages.

10. Indemnification

You agree to indemnify, defend, and hold harmless CapexIQ and its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable legal fees) arising from:

• Your use of the Services
• Your violation of these Terms
• Your User Content
• Your violation of any third-party rights

11. Term and Termination

11.1 Term

These Terms remain in effect until terminated. Your subscription term is as specified in your subscription agreement.

11.2 Termination by You

You may terminate your subscription by providing written notice. Termination is effective at the end of your current billing period.

11.3 Termination by Us

We may terminate or suspend your access immediately if you:

• Breach these Terms
• Fail to pay fees when due
• Engage in fraudulent or illegal activity
• Pose a security risk to the Platform

11.4 Effect of Termination

Upon termination:

• Your access to the Platform ceases
• You must pay all outstanding fees
• Provisions that should survive termination will remain in effect

12. Dispute Resolution

12.1 Informal Resolution

Before initiating formal proceedings, parties agree to attempt good-faith resolution by contacting contact@capexiq.io.

12.2 Arbitration

Any disputes not resolved informally shall be settled by binding arbitration in Calgary, Alberta, Canada, in accordance with the Arbitration Act (Alberta).

12.3 Class Action Waiver

You agree to resolve disputes individually and waive any right to participate in class actions or collective proceedings.

13. General Provisions

13.1 Governing Law

These Terms are governed by the laws of the Province of Alberta, Canada, without regard to conflict of law principles.

13.2 Jurisdiction

Any legal proceedings shall be brought exclusively in the courts of Alberta, Canada. You consent to personal jurisdiction in such courts.

13.3 Entire Agreement

These Terms, together with our Privacy Policy and any subscription agreement, constitute the entire agreement between you and CapexIQ.

13.4 Amendments

We may modify these Terms by posting updated terms on our website. Material changes will be communicated via email. Continued use after changes constitutes acceptance.

13.5 Severability

If any provision is found unenforceable, the remaining provisions remain in full force and effect.

13.6 Waiver

Failure to enforce any provision does not constitute a waiver of that provision.

13.7 Assignment

You may not assign these Terms without our written consent. We may assign our rights and obligations without restriction.

13.8 Force Majeure

Neither party is liable for delays or failures due to circumstances beyond reasonable control, including natural disasters, war, terrorism, or government actions.

14. Contact Information