Master Terms of Service & EULA

1. Acceptance of Terms & Parties

These Master Terms of Service and End User License Agreement ("Agreement" or "Terms") constitute a legally binding agreement entered into by and between Covalent Publishing LLC, a California limited liability company doing business as Covalent Technologies ("Covalent", "we", "us", or "our"), and the individual or enterprise entity ("Customer", "Subscriber", "You", or "User") subscribing to, installing, accessing, or utilizing:

1. The Covalent Sentinel™ Micro-App Suite, including Covalent Sentinel for Procore, Covalent Sentinel for Autodesk Construction Cloud (ACC), and Covalent Legal Sentinel for Clio;
2. All associated Cloud Run microservice APIs, webhooks, statutory cache endpoints, and developer connectors; and
3. The web portal, documentation, and user interfaces accessible via covalenttechnologies.ai and hosted app marketplaces.

BY CLICKING "INSTALL", "AUTHORIZE", "SUBSCRIBE", OR BY OTHERWISE ACCESSING THE SERVICES THROUGH THE PROCORE APP MARKETPLACE, AUTODESK APP STORE, CLIO APP DIRECTORY, OR DIRECT API CREDENTIALS, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THIS AGREEMENT. If you are entering into this Agreement on behalf of a company, partnership, or other legal entity, you represent and warrant that you have full legal authority to bind that entity.

2. Scope of Service & Micro-App Offerings

Covalent provides high-performance, automated statutory compliance verification and workflow enrichment tools ("Services") designed to audit host platform vendor rosters, subcontractors, and legal rosters against official public records:

• Covalent Sentinel for Procore: Integrates with Customer’s Procore account via authorized OAuth 2.0 credentials to audit vendor directories against official California Department of Industrial Relations (DIR) Public Works Contractor Registrations (PWCR) and California Contractors State License Board (CSLB) records, writing verified compliance badges and expiration dates directly into the Customer's /insurances tab.
• Covalent Sentinel for Autodesk Construction Cloud (ACC): Integrates with Customer’s Autodesk BIM 360 / ACC account to verify account-wide companies and subcontractors against California public works statutory requirements, flagging unregistered or non-compliant entities with sub-second latency.
• Covalent Legal Sentinel for Clio: Integrates with Customer’s Clio legal practice management account to cross-reference matter attorneys, co-counsel, and opposing counsel against official State Bar of California rosters, licensing records, and disciplinary databases, recording certified status notes and alerts within Clio Matters.

3. Third-Party Statutory Registries & "AS-IS" Data Disclaimer

Subscriber acknowledges and agrees that:

1. Government Record Accuracy: All statutory clearance badges, license states, workers' compensation verification indicators, and disciplinary records presented by the Services represent automated ingestions and deterministic entity matches from public databases maintained by governmental or regulatory bodies. Covalent does not warrant or guarantee that public state databases are error-free, uninterrupted, complete, or updated in real time by the respective state agencies.
2. Clerical & Agency Latency: State agencies may experience data processing backlogs, server downtime, or clerical delays in updating public rosters. A contractor or attorney who has submitted a filing or renewal may not immediately reflect as "Active" or "Compliant" on the public registry.
3. Independent Duty to Verify: General Contractors, Construction Managers, and Law Firms maintain a non-delegable statutory obligation under applicable state law (including without limitation California Labor Code §§ 1725.5 and 1771.1, California Business & Professions Code § 7071.6, and State Bar Rules of Professional Conduct) to independently confirm compliance. The Services serve as an administrative audit and monitoring utility, not an insurer or guarantor of statutory compliance.

4. Non-Legal Advice & Non-Underwriting Clause

No attorney-client relationship is created through your use of Covalent Sentinel, Clio Legal Sentinel, or any related microservice. Customers requiring formal legal determinations regarding public works bid protests, debarment proceedings, prevailing wage assessments, or state bar disciplinary defense must consult qualified independent legal counsel.

5. Subscription Tiers, Billing & 14-Day Free Trial

Access to Covalent Sentinel micro-apps is billed on a recurring monthly software-as-a-service (SaaS) subscription basis via Stripe:

• Tier 1 — General Contractor / Standard Tier ($199 / month): Includes real-time webhook audits and automated weekly re-synchronization for up to fifty (50) active monitored subcontractors, vendors, or attorneys.
• Tier 2 — Enterprise Builder / Firm Tier ($399 / month): Includes unlimited monitored subcontractors or contacts across all company projects, multi-project statutory audit reports, priority live re-check triggers, and dedicated API support.

14-Day Free Trial: Subscriptions initiated through host platform marketplaces include a fourteen (14) day free trial period. If you cancel prior to the expiration of the fourteenth day, your credit card will not be charged. Following the trial period, subscription fees are non-refundable and automatically renew monthly until cancelled via the customer billing portal.

6. Proprietary Rights & Anti-Scraping / Reverse Engineering

Covalent retains all right, title, and interest in and to the Services, including all software code, proprietary entity resolution algorithms, bipartite graph inversion models, normalized database schemas, trade dress, and trademarks.

7. Content Review, Defamation & DMCA Takedown Procedure

Covalent maintains strict editorial standards and a formal written procedure for identifying, reviewing, editing, and promptly removing any potentially inaccurate, defamatory, offensive, or infringing material published across our websites, educational library, whitepapers, or software services:

1. Notice & Reporting: Any party alleging that content published by Covalent or through the Services infringes intellectual property rights, contains defamatory statements, or violates third-party rights may submit a formal Notice of Infringement or Content Challenge to our designated compliance team at legal@covalenttechnologies.ai.
2. Required Information: The notice must contain: (a) specific identification of the material claimed to be infringing or defamatory; (b) the precise URL, publication, or software record identifier; (c) the complaining party's contact details; and (d) a written statement that the information in the notification is accurate and submitted in good faith.
3. Expedited Review & Removal Protocol: Upon receipt of a qualifying notice, Covalent conducts an expedited legal review within forty-eight (48) business hours. If the review substantiates potential infringement, clerical inaccuracy, or defamatory content, Covalent immediately edits, redacts, or removes the challenged content from public display and notifies the affected parties.
4. Regulatory Discrepancy Correction: If an individual or contractor identifies a discrepancy between published public statutory records (e.g., CSLB, DIR, or State Bar) and Covalent's cached data, Covalent provides priority re-indexing within twenty-four (24) hours of verified state agency proof.

8. STRICT 12-MONTH LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL COVALENT TECHNOLOGIES LLC, ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES, OR AGENTS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

1. STOP-WORK ORDERS, DELAY PENALTIES, OR LIQUIDATED DAMAGES ISSUED ON PUBLIC WORKS PROJECTS;
2. FORFEITURE OF PUBLIC CONTRACTING FUNDS OR FINES ASSESSED UNDER CALIFORNIA LABOR CODE §§ 1725.5, 1771.1, OR RELATED STATUTES;
3. LOSS OF PROFITS, REVENUE, DATA, GOODWILL, OR BUSINESS INTERRUPTION; OR
4. STATE BAR SANCTIONS, ATTORNEY DISCIPLINARY PROCEEDINGS, OR TRUST ACCOUNT AUDIT FINDINGS.

IN NO EVENT SHALL COVALENT TECHNOLOGIES LLC'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SERVICES, OR HOST PLATFORM MARKETPLACE LISTINGS EXCEED THE TOTAL AMOUNT OF FEES ACTUALLY PAID BY CUSTOMER TO COVALENT UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO LIABILITY.

EXCLUSIVE REMEDY: CUSTOMER'S SOLE AND EXCLUSIVE REMEDY, AND COVALENT'S SOLE LIABILITY, FOR ANY DEFECT, ERROR, DOWNTIME, MISCLASSIFICATION, STATUTORY BADGE INACCURACY, OR DISSATISFACTION WITH THE SERVICES SHALL BE TO TERMINATE THE SUBSCRIPTION PURSUANT TO SECTION 11 AND RECEIVE A PRORATED REFUND OF ANY UNUSED PREPAID SUBSCRIPTION FEES, SUBJECT TO THE TOTAL AGGREGATE LIABILITY LIMITATION SET FORTH ABOVE.

9. Mutual Indemnification

Customer agrees to defend, indemnify, and hold harmless Covalent Technologies LLC, its members, managers, and employees from and against any third-party claims, liabilities, damages, losses, and reasonable attorneys' fees arising out of or resulting from: (a) Customer's breach of this Agreement; (b) Customer's failure to independently comply with state licensing, registration, or prevailing wage requirements; or (c) Customer's misuse of host platform OAuth credentials or violation of host platform terms (Procore, Autodesk, or Clio).

10. Service Level & Maintenance

Covalent utilizes enterprise-grade Google Cloud infrastructure (Cloud Run, Cloud SQL PostgreSQL, and Cloud Scheduler) designed for 99.9% application uptime. Covalent schedules regular statutory database synchronizations on a weekly automated basis (Sundays at 02:00 UTC). Covalent reserves the right to perform scheduled maintenance with reasonable advance notice when feasible.

11. Termination & Offboarding

Either party may terminate this Agreement at any time:

• Customer may cancel their recurring subscription at any time via the Stripe Customer Portal or by uninstalling the application within their Procore, Autodesk, or Clio developer settings.
• Upon termination, access to the Services, automated webhooks, and live compliance badge injections will cease at the conclusion of the current prepaid billing period.
• Customer may request permanent deletion of their tenant tokens and metadata in accordance with our Privacy Policy.

12. Governing Law & Dispute Resolution

This Agreement shall be governed by and construed in accordance with the laws of the State of California, without regard to conflict of law principles. Any dispute, claim, or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation, or validity thereof shall be resolved by binding arbitration administered by JAMS in the County of Alameda or the County of San Francisco, California, before a single arbitrator.

13. Contact Information

For legal inquiries, contract notices, or enterprise licensing, please contact:

Covalent Technologies LLC
Legal & Regulatory Affairs Department
Email: legal@covalenttechnologies.ai
Support: support@covalenttechnologies.ai