Civilytics · Legal

Terms of Service

Effective Date: July 24, 2026 · Version: 1.0-beta

These Terms of Service (the “Terms”) are a binding agreement between Civilytics, LLC, with an address at 3900 Bridgewood Dr, Murrysville, PA 15668 (“Civilytics,” “we,” “us,” or “our”), and the company, municipality, firm, or other organization accepting these Terms (“Customer,” “you,” or “your”). These Terms govern access to and use of the Civilytics websites, software, beta programs, plan-analysis tools, reports, and related services (collectively, the “Services”).

The Services are intended for business and professional use, not personal, family, or household use.

By clicking an acceptance box or button, signing an order or beta participation agreement that references these Terms, creating an account, or accessing or using the Services, you agree to these Terms. If you accept on behalf of an organization, you represent that you have authority to bind that organization. If you do not agree, do not access or use the Services.

1. Agreement Structure

These Terms, each order form, beta participation agreement, or other ordering document accepted by Civilytics (each, an “Order”), the Privacy Policy at https://civilytics.ai/privacy, and any service-specific terms expressly incorporated into an Order form the “Agreement.”

If documents conflict, the following order controls: the applicable Order; service-specific terms; these Terms; and the Privacy Policy, except that the Privacy Policy controls solely with respect to its description of personal-information practices. An Order changes these Terms only if it expressly identifies the provision being changed.

2. Definitions

“Authorized User” means an employee, contractor, consultant, or other individual Customer permits to use the Services for Customer’s benefit.

“Customer Materials” means plans, drawings, specifications, code or ordinance materials, project information, text, images, files, instructions, comments, and other content submitted to or processed through the Services by or for Customer.

“Civilytics Technology” means the Services and all underlying or related software, models, algorithms, prompts, workflows, measurement methods, taxonomies, datasets, interfaces, designs, templates, documentation, know-how, and improvements, excluding Customer Materials.

“Competing Product” means a product or service that automates or materially assists analysis of civil, land-development, site, subdivision, or similar plans for zoning, ordinance, permitting, engineering, or code-compliance purposes and that competes or is reasonably intended to compete with a material part of the Services.

“Output” means reports, measurements, classifications, extracted information, comments, images, visualizations, suggestions, or other results generated by the Services from Customer Materials.

“Plan Materials” means plans, drawings, specifications, title blocks, project information, images, annotations, and related files or content submitted to or processed through the Services.

“Public Code Materials” means official zoning codes, ordinances, amendments, public legal enactments, or similar materials obtained from public sources or that Customer has the right to permit Civilytics to redistribute. Public Code Materials do not include privately authored model codes or standards, proprietary annotations, publisher enhancements, or other material that Customer lacks the right to redistribute.

“Training Materials” means Plan Materials, Output, annotations, labels, measurements, crops, images, extracted or derived information, corrections, evaluation results, usage information, and other data or artifacts used or created for training, testing, validation, evaluation, quality assurance, or improvement. Training Materials may include identifiable project information.

“Beta Services” means any service, feature, model, output, or program identified as beta, pilot, preview, early access, evaluation, experimental, pre-release, or a similar designation.

3. Access and Orders

Subject to the Agreement and during the applicable term, Civilytics grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right for Authorized Users to access and use the Services for Customer’s internal business and project-related purposes.

Access may be limited by user count, project count, usage volume, geography, features, or other scope stated in an Order. Customer may not exceed that scope or share access with anyone other than Authorized Users.

Civilytics may accept or reject a request for Beta Services in its discretion. Access to a free beta does not obligate Civilytics to offer a paid or generally available version, preserve any feature, migrate beta data, or offer Customer future access.

4. Accounts and Authorized Users

Customer is responsible for its Authorized Users and their compliance with the Agreement. Customer must provide accurate account information, keep credentials confidential, use reasonable security practices, and promptly notify Civilytics at support@civilytics.ai of suspected unauthorized access.

Accounts and credentials are individual and may not be shared. Customer is responsible for activity under its accounts except to the extent caused by Civilytics’ breach of the Agreement. Civilytics may require authentication, usage limits, or other safeguards and may suspend credentials that reasonably appear compromised.

5. Acceptable Use and Protection of Civilytics

Customer will not, and will not permit anyone else to:

use the Services unlawfully, fraudulently, or in a manner that infringes or misappropriates another person’s rights;

upload malicious code, interfere with the Services, probe or bypass security, defeat usage limits, or access accounts, systems, or data without authorization;

copy, modify, translate, sell, resell, rent, lease, sublicense, distribute, or create derivative works of the Services or Civilytics Technology, except as expressly permitted by the Agreement;

reverse engineer, decompile, disassemble, discover, extract, or attempt to discover or extract source code, model components, prompts, system instructions, nonpublic APIs, datasets, algorithms, or underlying structure, except to the limited extent applicable law prohibits this restriction;

use automated means to scrape, harvest, or systematically extract the Services, Output, interfaces, or documentation, other than an authorized API used within documented limits;

remove or obscure proprietary notices;

publish or disclose nonpublic screenshots, performance results, security findings, or benchmarks of Beta Services without Civilytics’ prior written approval;

access or use the Services if Customer is a competitor of Civilytics, or permit access by a competitor, unless Civilytics gives prior written approval;

access or use the Services for competitive intelligence or to develop, train, test, validate, improve, benchmark, support, or market a Competing Product;

use Output, feedback sessions, test observations, product demonstrations, evaluation results, or Civilytics Confidential Information to build or replicate a Competing Product or material nonpublic features, workflows, datasets, models, or methods of the Services;

assist or permit any third party to do anything prohibited by this Section; or

represent that Output is an official governmental determination, a professional certification, or work stamped, sealed, or approved by a licensed professional.

In addition, in consideration for access to Beta Services and Civilytics Confidential Information, during Customer’s access to Beta Services and for 12 months after that access ends, Customer will not, directly or indirectly, itself or through another person:

develop, create, launch, commercialize, market, sell, or offer a Competing Product in the United States or Canada;

own or control a business whose material product or planned product is a Competing Product; or

advise, finance, provide material services to, or otherwise assist another person in doing either of the foregoing.

This time-limited beta noncompetition covenant does not prohibit: work on a competing activity that Customer disclosed in writing to Civilytics before receiving access and that Civilytics expressly approved in writing; services performed without access to or use of the Services or Civilytics Confidential Information for an established business that Customer identified to Civilytics in writing before beta access; or passive ownership of less than two percent of the outstanding securities of a publicly traded company. Customer agrees that the subject matter, 12-month period, and geographic scope are reasonable in light of the early-stage access and confidential product information provided. If a restriction is found broader than enforceable, it will be enforced to the maximum lawful extent.

The restrictions based on use of the Services, Output, test observations, or Civilytics Confidential Information are independent of the 12-month period and continue for as long as the protected information remains confidential or applicable intellectual-property or trade-secret law provides protection. Nothing in the Agreement grants access to Civilytics trade secrets or limits any protection available to those trade secrets under law.

Civilytics may investigate suspected misuse and may limit or suspend access when reasonably necessary to protect the Services, users, or third parties.

6. Ownership

6.1 Customer Materials

As between the parties, Customer and its licensors retain all rights in Customer Materials. Customer represents and warrants that it has all rights, permissions, and authority necessary to submit Customer Materials and authorize their use under the Agreement, including when Customer Materials belong to a client, consultant, owner, municipality, or other third party.

6.2 Civilytics Technology

Civilytics and its licensors retain all rights in Civilytics Technology, Beta Services, documentation, models, model weights, datasets and compilations created by Civilytics, derived features, and all improvements to them. Customer retains ownership of Customer Materials embodied in Training Materials, subject to the licenses granted in the Agreement. No rights are granted except those expressly stated in the Agreement.

6.3 Output

Subject to the Agreement, Civilytics grants Customer a worldwide, non-exclusive, perpetual license to use, reproduce, modify, and share Customer-specific Output for Customer’s business and project-related purposes, including with its clients, consultants, project team, insurers, lenders, and authorities having jurisdiction.

This license does not transfer ownership of Civilytics Technology embedded in or used to generate Output and does not permit Customer to separate, extract, or reuse Civilytics Technology to create or improve a competing service. Output may not be unique, and similar results may be provided to other customers.

7. Customer Materials, Service Improvement, and Retention

7.1 Operational License

Customer grants Civilytics, its affiliates, and its service providers a worldwide, non-exclusive license during the Agreement to host, copy, transmit, display, process, analyze, and otherwise use Customer Materials and Output only as reasonably necessary to:

provide and support the Services;

authenticate users and administer accounts;

prevent fraud, misuse, and security incidents;

troubleshoot, evaluate, and improve performance and accuracy;

comply with law and enforce the Agreement; and

exercise the training and Public Code Materials rights expressly granted below.

Civilytics may permit contractors and service providers to exercise this license only to perform services for Civilytics and subject to confidentiality and data-protection obligations.

7.2 Plan Materials and Model Training

Customer grants Civilytics, its affiliates, and service providers a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to retain, host, copy, reproduce, crop, transform, annotate, label, extract from, analyze, and otherwise use Plan Materials and Training Materials to:

train, fine-tune, retrain, test, validate, evaluate, benchmark, and improve Civilytics models, products, and services;

build, maintain, and improve datasets, taxonomies, annotations, measurement methods, evaluation sets, and quality-control systems;

improve the accuracy, reliability, security, functionality, and performance of the Services and future Civilytics products; and

conduct internal research, error analysis, and model-development activities.

This license survives expiration or termination and applies whether or not the Plan Materials or Training Materials have been de-identified. Civilytics may retain them for these purposes indefinitely. Customer represents and warrants that it has all rights, permissions, and authority needed to grant this license, including for plans owned by or prepared for a client, owner, consultant, municipality, or other third party.

Civilytics will treat identifiable, nonpublic Plan Materials as Customer Confidential Information. Civilytics will not sell them as standalone files, publish them, use them in public marketing or case studies, or knowingly disclose or make them available to other customers without Customer’s written permission. This restriction does not prevent access by Civilytics personnel, affiliates, contractors, hosting providers, model-development providers, and other service providers that need access for permitted purposes and are subject to confidentiality obligations. It also does not prevent a disclosure required by law, a disclosure in a corporate transaction subject to customary confidentiality protections, or use of information that falls within a confidentiality exclusion under Section 8.

Civilytics will use commercially reasonable measures intended to prevent trained models and customer-facing Output from reproducing recognizable copies of identifiable Plan Materials. This is not a promise that the Plan Materials are anonymous or that model training is reversible.

7.3 Public Code Materials

Customer grants Civilytics a perpetual, irrevocable, worldwide, royalty-free, transferable, sublicensable license to review, verify, host, copy, reproduce, normalize, format, annotate, index, combine, adapt, display, publish, distribute, and otherwise make Public Code Materials available through the Services or to the public, including to other customers.

Civilytics may accept, reject, correct, update, supersede, or remove Public Code Materials in its discretion and does not guarantee their accuracy, completeness, currency, official status, or applicability. Customer represents and warrants that submitted Public Code Materials are from a public source or that Customer otherwise has authority to grant the redistribution rights above. Customer must identify any known copyright, license, access, or redistribution restriction.

The public-code license does not apply to Plan Materials merely because a plan was filed with or can be obtained from a public agency. Civilytics will maintain a process for receiving and reviewing credible rights complaints about published Public Code Materials.

7.4 Usage and Aggregated Data

Civilytics may collect technical and usage information about operation of the Services. Civilytics may use that information to operate, secure, analyze, and improve the Services and may disclose it in aggregated or de-identified form that does not identify Customer or disclose Customer Confidential Information, except as otherwise allowed by the Agreement or Privacy Policy.

7.5 Deletion, Account Closure, and Backups

Customer may delete or request deletion of Customer Materials from its active customer workspace, subject to product functionality, reasonable verification, legal requirements, security needs, dispute preservation, and an Order. Civilytics may remove the customer-accessible copy within a commercially reasonable period.

Deletion from an account or active workspace, or termination of the Agreement, does not require Civilytics to identify, segregate, remove, or delete:

Training Materials retained or used under Section 7.2;

datasets, annotations, evaluation sets, derived features, model weights, model artifacts, research records, or improvements created from or with Training Materials;

Public Code Materials used under Section 7.3;

security, fraud-prevention, audit, transaction, legal, or dispute records; or

residual copies in backups or disaster-recovery systems.

Retained nonpublic Plan Materials remain subject to the confidentiality and security obligations in the Agreement for as long as Civilytics retains them. If applicable law requires deletion notwithstanding this Section, Civilytics will comply to the extent required.

7.6 Feedback

Customer may provide ideas, suggestions, error reports, annotations, corrections, or other feedback about the Services (“Feedback”). Customer grants Civilytics a perpetual, irrevocable, worldwide, transferable, sublicensable, royalty-free license to use, reproduce, modify, distribute, commercialize, and otherwise exploit Feedback without restriction or payment. Feedback does not include Customer Materials merely because they are processed through the Services.

8. Confidentiality

“Confidential Information” means nonpublic information disclosed by one party (“Discloser”) to the other (“Recipient”) that is marked confidential or should reasonably be understood as confidential given its nature and the circumstances. Customer Confidential Information includes Customer Materials and nonpublic project information. Civilytics Confidential Information includes nonpublic Beta Services, product plans, methods, security information, technical information, models, prompts, datasets, pricing, and Test Observations.

Confidential Information does not include information the Recipient can document: is publicly available without breach; was lawfully known without restriction before disclosure; is received lawfully from another source without a duty of confidentiality; or is independently developed without use of the Discloser’s Confidential Information.

The Recipient will use the Discloser’s Confidential Information only to exercise rights and perform obligations under the Agreement. The Recipient will protect it using at least reasonable care and may disclose it only to personnel, professional advisers, contractors, and service providers who need it for that purpose and are bound by confidentiality obligations.

If law requires disclosure, the Recipient may disclose the minimum required and, when legally permitted, will give prompt notice and reasonable assistance at the Discloser’s expense.

Neither party may use the other’s name, trademarks, or logo in publicity without prior written permission. The restrictions in this Section do not limit Civilytics’ permitted use of Training Materials or Public Code Materials under Section 7, but identifiable, nonpublic Plan Materials remain protected as stated in Section 7.2.

Unauthorized use or disclosure of Confidential Information or Civilytics Technology may cause harm for which monetary damages are inadequate. The affected party may seek appropriate injunctive or equitable relief in addition to other remedies.

9. Privacy, Security, and Sensitive Information

Civilytics will handle personal information as described in the Privacy Policy at https://civilytics.ai/privacy. Customer acknowledges that business contact details, account records, usage logs, project locations, and information contained in uploaded files may include personal information and may be retained in Training Materials under Section 7.2.

Civilytics will maintain reasonable administrative, technical, and organizational safeguards appropriate to the nature of Customer Materials and the beta status of the Services. No system is completely secure, and Civilytics does not guarantee that unauthorized access, loss, or alteration will never occur.

Customer will not upload Social Security numbers, consumer financial account credentials, protected health information, classified information, export-controlled technical data, or other regulated sensitive personal information unless an Order expressly authorizes it and the parties have agreed to appropriate safeguards.

Customer is responsible for providing legally required notices and obtaining legally required permissions from individuals and third parties whose information appears in Customer Materials.

10. Accuracy, Professional Review, and No Official Determination

The Services use automated methods, including artificial intelligence and machine learning, and may misread plans, miss relevant information, select an incorrect rule or geometry, make an incorrect measurement, use incomplete or outdated source material, or produce incomplete, inconsistent, or inaccurate Output.

Customer must evaluate Output for accuracy, completeness, relevance, and suitability before using or sharing it. Customer will use qualified human review and, when appropriate, review by licensed engineers, architects, surveyors, attorneys, code professionals, or other qualified professionals.

The Services and Output:

are informational tools and not professional engineering, architecture, surveying, legal, or other licensed services;

are not a substitute for professional judgment, independent testing, calculations, plan review, or analysis;

are not an official interpretation of any ordinance, code, standard, plan, permit requirement, or governmental decision;

do not guarantee code compliance, entitlement, permit issuance, plan approval, construction suitability, or acceptance by an authority having jurisdiction; and

must not be used as the sole basis for a life-safety, structural, legal, financial, permitting, or other material decision.

Customer remains responsible for the plans and projects it submits, the sources and requirements it relies on, all professional obligations, and all decisions or actions taken based on Output.

11. Third-Party Materials and Services

The Services may use or link to third-party hosting, mapping, authentication, artificial-intelligence, code-publication, document-processing, or other services and may process third-party ordinances, standards, maps, plans, or other source materials.

Civilytics does not control third-party services or source materials and is not responsible for their availability, accuracy, completeness, currency, legality, or security. Third-party terms may apply. A link, citation, or reference does not imply endorsement or that a source is controlling for Customer’s project.

12. Fees and Taxes

Fees, if any, are stated in an Order. Unless an Order states otherwise, fees are in U.S. dollars, non-refundable, and exclusive of taxes. Customer is responsible for applicable sales, use, excise, and similar taxes other than taxes on Civilytics’ net income.

If an Order states that Beta Services are provided at no cost, Customer owes no subscription fee for the stated beta period. No-cost access does not create a right to reimbursement, compensation, continued access, future discounts, or a generally available product. Civilytics will not charge Customer for a paid plan without Customer’s separate agreement to an Order or other clear purchase authorization.

13. Beta Services

Customer understands and agrees that Beta Services are pre-release evaluation services. They may be incomplete, unstable, unavailable, less accurate, less secure, or materially different from any future version. They may contain errors, defects, or harmful components and may cause loss, corruption, or misinterpretation of data.

Civilytics may add, remove, or change Beta Services, features, usage limits, documentation, or terms at any time. Civilytics may suspend or end beta access at any time and has no obligation to release, maintain, support, correct, or migrate Beta Services.

Unless an Order expressly states otherwise:

Beta Services are provided without a service-level agreement, uptime commitment, support commitment, warranty, maintenance obligation, or indemnity;

Customer is responsible for maintaining its own copies of Customer Materials and Output;

Customer will use Beta Services only for evaluation and appropriately supervised business and project work;

Customer will not use Beta Services as a system of record or the sole basis for production, permitting, construction, or safety decisions; and

Civilytics may request reasonable Feedback and Test Observations, but Customer is not required to disclose its own confidential business information to provide them.

14. Term, Suspension, and Termination

These Terms begin when Customer first accepts them or accesses the Services and continue until terminated. Each Order continues for its stated term.

Customer may terminate free Beta Services at any time by stopping use and notifying Civilytics at support@civilytics.ai. Civilytics may suspend or terminate free Beta Services at any time, with or without cause, by notice when reasonably practicable.

Either party may terminate an Order for material breach if the breach is not cured within 30 days after written notice, except that Civilytics may suspend or terminate immediately for unlawful use, infringement, security risk, unauthorized access, competitive misuse, breach of confidentiality, or conduct that could harm the Services or another person.

Upon termination, Customer’s access rights end and Customer must stop using the Services. Sections concerning ownership, restrictions, Customer Materials, Training Materials, Public Code Materials, Feedback, confidentiality, payment, disclaimers, indemnification, limitations of liability, disputes, and provisions that by their nature should survive will survive termination.

15. Disclaimers

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES, BETA SERVICES, OUTPUT, DOCUMENTATION, AND ALL RELATED MATERIALS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” CUSTOMER USES THEM AT ITS OWN RISK.

CIVILYTICS AND ITS AFFILIATES, LICENSORS, AND SERVICE PROVIDERS DISCLAIM ALL EXPRESS, IMPLIED, STATUTORY, AND OTHER WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, COMPLETENESS, QUIET ENJOYMENT, AND WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.

CIVILYTICS DOES NOT WARRANT THAT THE SERVICES OR OUTPUT WILL BE ACCURATE, COMPLETE, CURRENT, SECURE, UNINTERRUPTED, ERROR-FREE, FREE OF HARMFUL COMPONENTS, COMPATIBLE WITH CUSTOMER’S SYSTEMS, OR SUITABLE FOR ANY PROJECT; THAT DEFECTS WILL BE CORRECTED; THAT DATA WILL NOT BE LOST OR ALTERED; OR THAT CUSTOMER WILL OBTAIN ANY PERMIT, APPROVAL, COMPLIANCE RESULT, OR OTHER OUTCOME.

Some jurisdictions do not allow certain warranty exclusions, so some exclusions may not apply.

16. Customer Indemnification

To the extent permitted by law, Customer will defend, indemnify, and hold harmless Civilytics and its affiliates, officers, directors, employees, and contractors from third-party claims, damages, judgments, penalties, costs, and reasonable attorneys’ fees arising from:

Customer Materials or an allegation that Customer lacked the right to submit or authorize their use;

Customer’s or an Authorized User’s unlawful, prohibited, or unauthorized use of the Services or Output;

Customer’s plans, projects, professional services, decisions, representations, or actions taken based on Output; or

Customer’s material breach of the Agreement.

Civilytics will promptly notify Customer of a claim and provide reasonable cooperation at Customer’s expense. Customer may control the defense with counsel reasonably acceptable to Civilytics, but may not settle a claim in a manner that admits fault by, imposes obligations on, or fails to unconditionally release Civilytics without Civilytics’ written consent.

17. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES, LICENSORS, OR SERVICE PROVIDERS WILL BE LIABLE UNDER THE AGREEMENT FOR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL, OR PUNITIVE DAMAGES; LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, OR ANTICIPATED SAVINGS; LOSS, CORRUPTION, OR UNAVAILABILITY OF DATA; COST OF SUBSTITUTE SERVICES; OR DELAY, REWORK, DENIAL, OR LOSS ASSOCIATED WITH A PLAN, PROJECT, PERMIT, APPROVAL, OR PROFESSIONAL DECISION, EVEN IF ADVISED THAT SUCH DAMAGES WERE POSSIBLE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CIVILYTICS’ TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE AGREEMENT WILL NOT EXCEED THE GREATER OF: (A) THE FEES CUSTOMER PAID CIVILYTICS FOR THE AFFECTED SERVICES DURING THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY; OR (B) US $100.

The exclusions and cap apply regardless of legal theory and even if a remedy fails of its essential purpose. They do not limit liability that cannot lawfully be limited.

Customer’s payment obligations and liability arising from Customer’s infringement or misappropriation of Civilytics intellectual property, breach of Section 5 or Section 8, or indemnification obligations are not subject to the second paragraph’s cap.

18. Changes to Services and Terms

Civilytics may change the Services at any time. Civilytics may update these Terms by posting a revised version and changing the effective date. For material changes, Civilytics will provide reasonable notice by email, through the Services, or by another reasonable method.

Changes apply prospectively on the stated effective date. If Customer does not agree to a material change, Customer must stop using the affected Services before that date. Continued use after the effective date constitutes acceptance, except where law or an Order requires a different process.

Civilytics will require renewed affirmative acceptance when a change materially expands use of Customer Materials, materially changes the liability allocation, or imposes a new material restriction.

19. General Terms

19.1 Governing Law

The Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws rules. The Federal Arbitration Act governs the interpretation and enforcement of Sections 19.2 through 19.5. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

19.2 Good-Faith Dispute Resolution

Before starting arbitration or litigation, the party raising a dispute must give the other party written notice describing the dispute and requested relief. Authorized representatives of the parties will attempt in good faith to resolve it. If the dispute is not resolved within 30 days after notice, either party may proceed as allowed below. This requirement does not prevent a party from seeking urgent temporary or injunctive relief.

19.3 Binding Individual Arbitration

Any dispute, claim, or controversy arising out of or relating to the Agreement, the Services, or the parties’ relationship that is not resolved under Section 19.2 will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules then in effect. The arbitration will be conducted in English by one arbitrator in Allegheny County, Pennsylvania, unless the parties agree to remote proceedings or another location. The arbitrator may award any individual remedy available in court that is consistent with the Agreement, but may not rewrite the Agreement or award relief for anyone who is not a party to the arbitration. Judgment on the award may be entered in any court having jurisdiction.

Unless disclosure is required by law or needed to enforce or challenge an award, the parties will keep the arbitration proceeding, submissions, evidence, and award confidential. Arbitration fees and costs will be allocated under the applicable AAA rules. Each party will bear its own attorneys’ fees unless the arbitrator awards fees under applicable law or the Agreement.

Either party may bring an individual action in a court of competent jurisdiction for a claim that qualifies for small-claims court. Either party may seek temporary, preliminary, or permanent injunctive or equitable relief in the state or federal courts located in Allegheny County, Pennsylvania, to protect intellectual property, confidential information, data, security, or access to the Services. Each party consents to personal jurisdiction and venue in those courts for those permitted court proceedings.

19.4 Class, Collective, and Representative Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY AGREES THAT CLAIMS MAY BE BROUGHT ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF, CLASS MEMBER, OR REPRESENTATIVE IN A CLASS, COLLECTIVE, CONSOLIDATED, MASS, PRIVATE-ATTORNEY-GENERAL, OR REPRESENTATIVE ACTION OR ARBITRATION. THE ARBITRATOR MAY NOT COMBINE CLAIMS OR PRESIDE OVER ANY SUCH PROCEEDING WITHOUT THE WRITTEN CONSENT OF ALL PARTIES.

If a final decision determines that this waiver is unenforceable as to a particular claim or request for relief, only that claim or request will be severed and may proceed in a court of competent jurisdiction in Allegheny County; all remaining claims will be arbitrated.

19.5 Jury-Trial Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY KNOWINGLY AND VOLUNTARILY WAIVES ANY RIGHT TO A TRIAL BY JURY FOR A DISPUTE ARISING OUT OF OR RELATING TO THE AGREEMENT, THE SERVICES, OR THE PARTIES’ RELATIONSHIP.

19.6 Notices

Legal notices to Civilytics must be sent to support@civilytics.ai and Civilytics, LLC, 3900 Bridgewood Dr, Murrysville, PA 15668. Notices to Customer may be sent to the account administrator or other contact in the applicable Order. Notices are effective on confirmed receipt by email, personal delivery, or recognized overnight courier.

19.7 Assignment

Customer may not assign or transfer the Agreement without Civilytics’ prior written consent. Either party may assign the Agreement in connection with a merger, reorganization, change of control, or sale of substantially all assets relating to the Agreement, provided the successor assumes the assigning party’s obligations. Any other attempted assignment is void.

19.8 Force Majeure

Neither party is liable for delay or failure caused by events beyond its reasonable control, except for payment obligations.

19.9 Relationship

The parties are independent contractors. The Agreement does not create a partnership, joint venture, fiduciary, agency, employment, franchise, or exclusive relationship.

19.10 Severability and Waiver

If a provision is unenforceable, it will be modified only to the minimum extent necessary and the remaining provisions will remain effective. A waiver must be in writing and signed by the waiving party. Failure to enforce a provision is not a waiver.

19.11 Entire Agreement

The Agreement is the entire agreement about the Services and supersedes prior or contemporaneous proposals, statements, and understandings on that subject. Terms in a Customer purchase order or similar document do not apply unless Civilytics expressly agrees in writing.

19.12 Interpretation

Headings are for convenience. “Including” means “including without limitation.” Electronic acceptance and electronic records have the same effect as signed paper originals to the extent permitted by law. The English version controls unless law requires otherwise.

20. Contact

Questions about these Terms may be sent to:

Civilytics, LLC

3900 Bridgewood Dr

Murrysville, PA 15668

support@civilytics.ai