Entire agreement; order of precedence. These Terms, the Privacy Policy, the DPA (when executed or accepted), and any order form signed by both parties, constitute the entire agreement between Customer and Strat.AI regarding the Service and supersede all prior or contemporaneous understandings. In a conflict, the order of precedence is: (1) signed order form, (2) DPA, (3) these Terms, (4) Privacy Policy.
Updates to these Terms. Strat.AI may update these Terms from time to time. Material changes will be announced by in-product banner and / or email to the administrator on file at least 30 days before they take effect. Continued use of the Service after the effective date constitutes acceptance. If Customer does not agree to an update, Customer may terminate by cancelling the subscription before the effective date. The 30-day notice does not apply to the initial publication of these Terms (version 2026-05-12), which is effective on the date posted.
Notices. Notices to Strat.AI must be sent to legal@construction-strategy.com. Notices to Customer may be sent to the email address on file for the workspace administrator. Notices are effective on receipt.
Assignment. Neither party may assign these Terms without the other's prior written consent, except that either party may assign without consent to a successor in a merger, acquisition, or sale of substantially all of its assets. Any prohibited assignment is void.
Independent contractors. The parties are independent contractors. These Terms do not create any partnership, joint venture, agency, or employment relationship.
No third-party beneficiaries. These Terms do not confer any rights on any person or entity other than the parties.
Force majeure. Neither party is liable for failure or delay in performance to the extent caused by an event beyond its reasonable control (e.g. acts of God, war, terrorism, civil unrest, pandemic, governmental action, internet or telecommunications failure, third-party cloud-provider outage), provided the affected party takes reasonable steps to mitigate.
Severability and waiver. If any provision of these Terms is held unenforceable, the remaining provisions remain in effect and the unenforceable provision is replaced with an enforceable provision that most closely matches the intent of the original. A waiver of any provision is effective only in writing signed by the waiving party and applies only to the matter waived.
Export and sanctions. Customer represents that it (a) is not located in, and is not a citizen or resident of, a country or region subject to a comprehensive US embargo, (b) is not identified on a US government restricted-party list, and (c) will not export, re-export, or transfer the Service or engine outputs in violation of US export-control or sanctions laws.
Anti-bribery and anti-corruption. Each party represents and warrants that it has not, and will not, directly or indirectly, offer, give, solicit, or receive any bribe, kickback, or other improper payment in connection with the Service or the relationship between the parties, and that it complies with the US Foreign Corrupt Practices Act, the UK Bribery Act 2010, and all other applicable anti-bribery and anti-corruption laws.
DMCA / copyright complaints. Strat.AI complies with the Digital Millennium Copyright Act ("DMCA"). If you believe content hosted on the Service infringes your copyright, send a notice that satisfies 17 U.S.C. § 512(c)(3) (identification of the copyrighted work, the allegedly infringing material with sufficient information to locate it, your contact information, a statement of good-faith belief, a statement under penalty of perjury that the information is accurate and you are authorized to act, and your physical or electronic signature) to legal@construction-strategy.com with the subject line "DMCA Notice". Strat.AI will act on properly-formed notices in accordance with the DMCA, including, where appropriate, removing material and terminating repeat infringers.
US government end-users. The Service is "commercial computer software" and is licensed to US government end-users only as commercial items, with only the rights granted to all other end-users under these Terms.
Headings. Section headings are for convenience only and do not affect interpretation.