Terms of Service

SECTION 01The service, and some definitions

Oriel is software for commercial construction teams: requests for information (“RFIs”) pinned to construction drawings, answered by outside parties through secure review links, and kept in an exportable, append-only project record.

• “Service” means the Oriel software at oriel.build and review.oriel.build, including pilot and beta features.
• “Users” are the people at Customer’s company with accounts on the service.
• “External Reviewer” is a person who responds to a record through a review link without an account (an architect, engineer, subcontractor, or similar).
• “Project Records” means the content Customer and its projects put into the service: drawings, RFIs, responses, photos, files, comments, and the activity trail attached to them.
• “Order” means a pilot agreement, order form, or other document under which Customer buys or trials the service.

SECTION 02Pilot program

During a pilot, the service (and any feature marked pilot or beta) is provided as-is and may change. Pilot pricing and duration are set in the pilot agreement or Order. Feedback Customer gives about the service may be used by Oriel to improve it, without obligation or attribution. Either party may end the pilot with notice to the other.

Export on exit: if a pilot ends and Customer does not continue, we keep the export available for at least 30 days after termination so Customer can take its complete Project Records. Pilots run on real projects, and the record belongs to the Customer whether or not the pilot converts.

SECTION 03Accounts

Customer is responsible for its Users: for keeping credentials confidential, for what is done under its accounts, and for telling us promptly at [CONTACT EMAIL] if an account is compromised. Accounts are for people; shared logins defeat the record’s attribution and are not allowed.

SECTION 04External reviewer terms

External Reviewers do not need accounts and are not charged. By submitting a response through a review link, a reviewer agrees that their name, response, and attachments are recorded to the Customer’s Project Record with a timestamp, and agrees to these terms and the Privacy Policy as they apply to reviewers. The review page states this before submission. Review links are scoped to one record, expire, and can be revoked by the Customer at any time.

SECTION 05Your data stays yours

Customer owns its Project Records and all content in them. Oriel takes only the limited, non-exclusive license needed to host, process, back up, secure, display, and transmit that content to operate and provide the service, and for no other purpose. We do not sell Customer content, we do not use it for advertising, and we do not permit it to be used to train third-party AI models. “Your data stays yours” is not a slogan here; it is a term of this agreement.

SECTION 06The record

The service is built so the record holds up: material actions are timestamped and preserved, issued records and submitted responses are not overwritten or deleted through normal application behavior, and pins stay tied to the drawing revision they were placed on. Oriel does not offer alteration of filed records; that is a feature, not a limitation. Customer can export its complete Project Records at any time.

SECTION 07AI assistance

Nothing writes on the record except the people on the project. Where Oriel assists (drafted RFIs from field messages, impact flags, drafted notices, document search), the output is assistance: a draft, a flag, or a search result that a human must review, and approve or sign, before it is used or anything enters the record. AI output can be wrong, and Customer is responsible for reviewing it before relying on it.

SECTION 08Acceptable use

Customer and its Users agree to:

• use the service only lawfully and only for its intended purpose;
• not upload unlawful or abusive content, or malware;
• not attempt to breach organization isolation, probe or overload the service, or access another customer’s data;
• not misuse review links, or share credentials.

SECTION 09Text messaging

Where the SMS/MMS program is enabled for a project, it operates under the program disclosure in the Privacy Policy, including consent, opt-out (reply STOP), and the commitments about mobile information. Customer is responsible for collecting written consent from participants it enrolls.

SECTION 10Fees and taxes

Fees, billing, and payment terms are set in the Order. [PILOT FEES: per the pilot agreement or order form; general pricing terms to be added at general availability] Fees are exclusive of taxes; Customer is responsible for applicable sales and use taxes, excluding taxes on Oriel’s income.

SECTION 11Confidentiality

Each party will protect the other’s confidential information with at least the care it uses for its own, and use it only for this agreement. Customer’s Project Records are Customer’s confidential information. This obligation does not cover information that is public through no fault of the receiver, independently developed, or rightfully received from someone else, and disclosure required by law is permitted with notice to the other party where lawful.

SECTION 12No legal advice, and other disclaimers

Oriel is software, not a law firm, and nothing in the service constitutes legal advice. Construction contracts carry notice requirements, claim deadlines, and evidentiary standards, and Oriel does not guarantee that any RFI, record, notice, reminder, or export satisfies any contractual notice requirement, claim deadline, statute, or evidentiary standard. Contract notice-clock reminders and drafted notices are assistance requiring human review and approval before use, and a reminder that does not fire does not excuse a deadline. Customer is solely responsible for compliance with its contracts and applicable law, and for its project decisions.

Except as expressly stated in these terms, the service is provided “as is,” without warranties of any kind, express or implied, including merchantability, fitness for a particular purpose, and non-infringement. We do not warrant that the service will be uninterrupted or error-free.

SECTION 13Limitation of liability

Neither party is liable for indirect, incidental, special, consequential, or punitive damages, or for lost profits or revenues. In a construction business that includes, without limitation: delay damages and liquidated damages, the outcome of any claim or dispute, cost overruns, back-charges, and losses arising from project decisions, whether or not the service was used in making them. Each party’s total liability under these terms is capped at the fees Customer paid for the service in the 12 months before the event giving rise to liability. These limits do not apply to Customer’s payment obligations, a party’s indemnification obligations, or liability that cannot be limited by law.

SECTION 14Indemnification

Customer will defend and indemnify Oriel against third-party claims arising from Customer’s content, its use of the service in violation of these terms, or its project decisions. [ORIEL IP INDEMNITY: recommended that Oriel defend Customer against third-party claims that the service itself infringes IP; scope and remedies for counsel]

SECTION 15Term, suspension, and termination

These terms apply while Customer uses the service. Either party may terminate for material breach uncured 30 days after written notice. We may suspend access immediately if the service’s security or other customers are at risk, and will tell Customer why. On termination or expiration, Customer’s export rights under Section 02 apply: the complete Project Records remain exportable for at least 30 days, after which we may delete Customer data on our normal schedules.

SECTION 16Governing law and venue

These terms are governed by the laws of the State of Texas, without regard to conflict-of-laws rules. Venue for any dispute lies in the state or federal courts in [VENUE COUNTY, TEXAS], and each party consents to jurisdiction there. [ARBITRATION: optional alternative for counsel to decide, e.g. binding arbitration in [VENUE COUNTY, TEXAS] under AAA Commercial Rules, with small-claims and injunctive-relief carve-outs]

SECTION 17Changes to these terms

We may update these terms as the service evolves. For material changes we will give Customer reasonable advance notice through the service or by email, and the change will apply going forward from the date we state. If a change materially reduces Customer’s rights, Customer may terminate and export before it takes effect.

SECTION 18General

• Assignment: neither party may assign these terms without the other’s consent, except to a successor in a merger, acquisition, or sale of substantially all assets.
• Force majeure: neither party is liable for delay or failure caused by events beyond its reasonable control.
• Entire agreement: these terms, the Privacy Policy, and any Order are the entire agreement and supersede prior discussions. If an Order conflicts with these terms, the Order controls for that Customer.
• Severability and waiver: if a provision is unenforceable, the rest stand; not enforcing a provision is not a waiver of it.
• Notices: to Oriel at [CONTACT EMAIL] or [PRINCIPAL ADDRESS]; to Customer at the email on its account.
• The company: [ENTITY LEGAL NAME], formed in [STATE OF FORMATION].