Ovicon
L-100 Legal

Version beta-1.3 · Effective September 7, 2026

OVICON BETA PILOT TERMS OF SERVICE

Version: beta-1.3 Effective: on publication

Changes in beta-1.3 (September 7, 2026) — four corrections are carried in this version of the beta legal documents: (1) the training-control sentence in §6 now states the schema and role separation between Customer Content and the reference data model-improvement work draws on, and the method by which that separation is verified, with no internal control identifier or verification date in the public text; (2) the provenance claim for trade rosters and reference libraries is narrowed to entries admitted since the control took effect; (3) the personnel-access sentence in §9.2 states that both the authorized-request branch and the service-restoration or security-incident branch are logged; (4) backup verification is stated as a recorded schedule rather than a per-backup guarantee. Items (1) and (3) change this document; items (2) and (4) change the Beta Privacy Policy only.

1 · Agreement

1.1 These Beta Pilot Terms (the "Beta Terms") are a binding agreement between Ovicon LLC, a Minnesota limited liability company ("Ovicon"), and the company accepting them ("Customer"). Acceptance is by affirmative click in the application; the accepted version and timestamp are recorded per user. If you accept for a company, you represent you have authority to bind it. The version most recently accepted by an administrator of Customer's account is the version that binds Customer; other users' recorded acceptances evidence notice.

1.2 Customer's written pilot invitation from Ovicon (the "Invitation") is incorporated as an order form. The Invitation states the pilot's commercial terms (free or paid, Seat count, pilot-specific conditions). If the Invitation conflicts with these Beta Terms, the Invitation controls as to commercial terms only; these Beta Terms control everything else. These Beta Terms, the Beta Privacy Policy, and the Invitation are the entire agreement for the pilot.

2 · Definitions and Term

  • "Customer Content" — all documents, drawings, specifications, plansets, project records, and data Customer or its users upload to or enter into the Service, including Demo Materials converted under the Demo Evaluation Terms.
  • "Output" — the scope notes, questions, takeoff quantities, estimates, solicitations, and reports the Service generates from Customer Content.
  • "Seat" — one licensed, named individual user. Not a concurrent-use license; not shareable between individuals; reassignable when a person leaves Customer's organization.
  • "Service" — the Ovicon platform at app.ovicon.io and related applications.
  • "Beta Pilot Phase" — the product phase during which the Service is offered under these Beta Terms, ending when Ovicon publishes its full Terms of Service with in-application re-acceptance (§12), targeted no later than March 31, 2027.
  • Term of this agreement: from Customer's acceptance until terminated under §11 or replaced under §12. If the Beta Pilot Phase target date passes without publication of the full Terms, this agreement continues month-to-month, terminable by either party on 30 days' notice — every license, obligation, and protection in it continuing unchanged while it runs.

3 · The Beta Pilot

3.1 Access grant. Subject to these Beta Terms and payment of any fees stated in the Invitation, Ovicon grants Customer a non-exclusive, non-transferable, non-sublicensable right, for the term of this agreement, to access and use the Service for Customer's internal business purposes, for the number of Seats stated in the Invitation. Access is by invitation only.

3.2 It is a beta. The Service is under active development. Features may change, be removed, or fail; processing may be interrupted; results may be wrong or incomplete. Ovicon provides no service-level commitment and no uptime guarantee during the pilot. THE SERVICE AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE"; ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, ARE DISCLAIMED.

3.3 Fees; fair use. Pilot access is on the terms in the Invitation: free, or at the published pricing ($198 per Seat per month · $1,980 per Seat per year). Paid pilots renew automatically and may be cancelled any time from within the Service, effective at the end of the current paid period. Seats are sold on the expectation of ordinary professional use; Ovicon reserves the right to discuss a plan change with Customer where sustained use exceeds twenty (20) Projects per Seat per month, where a "Project" is one construction procurement together with all processing runs against it — including runs on addenda, revised document sets, and successive design phases of the same procurement (a re-bid following a material scope reset is a new Project). Ovicon will not throttle, suspend, or bill any overage — retroactively or otherwise — without that discussion and Customer's agreement to a changed plan.

3.4 Taxes. Fees are exclusive of taxes. Customer is responsible for applicable sales, use, and similar taxes, excluding taxes on Ovicon's income.

4 · The Output Is Not a Finished Estimate — Read This Section

4.1 The Service uses automated systems, including artificial-intelligence models, to read construction documents and produce Output. These systems produce incomplete and sometimes incorrect results — and during a beta, more often than in a finished product. The Service is designed to cite the sheets each scope note derives from and to report affirmatively when a routinely expected trade shows no disclosed scope, so that gaps tend to be visible rather than silent — but design intent is not a warranty, and §3.2 applies to every citation and every note.

4.2 Customer is solely responsible for independently verifying all Output against the underlying construction documents before relying on it for any purpose — bidding, pricing, purchasing, subcontracting, or contracting. Scope items may be missed, misclassified, misquantified, or attributed to the wrong trade; quantities and cost figures may be wrong.

4.3 Ovicon is not an architect, engineer, estimator, or contractor and provides no professional services. Ovicon has no responsibility for Customer's bids, estimates, awards, losses, claims, change orders, or profitability.

5 · Customer Content

5.1 Ownership. Customer owns all Customer Content and the Output generated from it. Ovicon retains ownership of the Service and the trade rosters, doctrine, and reference libraries that produce the Output.

5.2 License to operate. Customer grants Ovicon a license to host, process, copy, and transmit Customer Content solely to provide, secure, and support the Service for Customer, for the term of this agreement, and thereafter solely as needed to honor §11's export window, retention holds, backup expiry, and deletion obligations.

5.3 Customer's representations and IP indemnity. Customer represents and warrants that it holds all rights, consents, and licenses necessary to upload Customer Content and to grant the §5.2 license, and that it is not subject to, and has not been notified of, any restriction prohibiting upload of that Customer Content to a third-party service. Customer acknowledges that construction drawings and specifications are typically the copyrighted work product of design professionals, licensed for use on the project for which they were issued. Customer will defend and indemnify Ovicon against third-party claims that Customer Content, as uploaded by Customer, infringes or misappropriates a third party's intellectual-property rights or was uploaded without necessary authorization.

5.4 Prohibited content. Customer will not upload materials bearing government classification, Controlled Unclassified Information, For Official Use Only, export-control, or distribution-statement markings, or Sensitive Security Information (49 C.F.R. Parts 15 and 1520).

5.5 Service-provider recitals. With respect to personal information in Customer Content, Ovicon acts as Customer's service provider: Ovicon will not sell or share it; not retain, use, or disclose it for any purpose other than providing the Service under these Beta Terms; not retain, use, or disclose it outside the direct business relationship with Customer; and not combine it with personal information from other sources except as permitted for service providers. Ovicon certifies that it understands these restrictions and will comply with them. Customer may take reasonable and appropriate steps to verify Ovicon's compliance and to stop and remediate any unauthorized use of personal information, and Ovicon will notify Customer if it determines it can no longer meet its obligations under this §5.5.

6 · No Training on Customer Content

Ovicon does not use Customer Content — uploaded drawings, specifications, plansets, project documents, or text extracted from them — to train artificial-intelligence models, and does not sell Customer Content. The controls behind this, stated precisely:

  • No automated training pipeline exists in Ovicon's systems today. Model-improvement work is manual and evidence-logged, and reads only categorical review data (§ below), never Customer Content.
  • Within Ovicon's database, Customer Content and the reference data that model-improvement work draws on are held in separate schemas under separate role permissions, and Ovicon verifies that separation by reading the live permission set on a recorded schedule. Consent is recorded in an append-only ledger the application can write but never alter, and the derivation layer reads only records flagged by that consent. Granting or revoking consent changes no permissions.
  • At Ovicon's AI providers, the control is contractual: Ovicon's agreements prohibit training their models on data Ovicon submits.

When a user corrects the Service's output, Ovicon retains the categorical classification change (in Ovicon's own vocabulary), never the text of the correction. Use of Customer Content in training would require Customer's separate, affirmative, revocable opt-in, recorded in the consent ledger with the consent text's version — and no such use will occur before Ovicon's counsel-approved data-use terms take effect, whatever the recorded consent state. This section survives this agreement and carries into the full Terms.

7 · Acceptable Use

Customer will not, and will not permit anyone to: (a) reverse engineer, decompile, or attempt to derive the Service's models, prompts, rosters, doctrine, or reference libraries, including by systematic analysis of Output; (b) scrape, bulk-export, or use automated means to extract the Service's underlying data assets; (c) use the Service or Output to build, train, or improve a competing product or dataset; (d) publish benchmarks of the Service without Ovicon's consent; (e) share Seat credentials between individuals; (f) upload malware or attempt to compromise the Service or other customers' data; or (g) resell or provide the Service as a service bureau. Nothing in this §7 limits Customer's use of Output in and for its own construction business — bids, estimates, solicitations, and communications with its project counterparties.

8 · Feedback

Pilot feedback — bug reports, suggestions, feature requests, usability observations — may be used by Ovicon to improve the Service without restriction or obligation. Feedback does not include Customer Content or Output, which stay governed by §§5–6.

9 · Confidentiality and Security

9.1 Each party will protect the other's non-public information disclosed in connection with the pilot with at least reasonable care and use it only for the pilot. Customer Content is Customer's confidential information; unreleased features are Ovicon's. Excluded: information that is or becomes public through no fault of the recipient, was known without restriction before disclosure, is independently developed, or is rightfully received from a third party; disclosure compelled by law is permitted with prompt notice where lawful. Obligations survive three (3) years after this agreement ends; for Customer Content, for as long as Ovicon holds it.

9.2 Ovicon maintains the safeguards described in the Beta Privacy Policy and will notify Customer without undue delay of a confirmed security incident affecting its Customer Content. Ovicon personnel do not access Customer Content except on a request authorized by Customer, or as strictly necessary to restore service or investigate a security incident. Both cases are logged.

10 · Liability

NEITHER PARTY IS LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, LOST BIDS, COST OVERRUNS, OR LOSS OF DATA. EACH PARTY'S TOTAL LIABILITY UNDER THESE BETA TERMS WILL NOT EXCEED THE GREATER OF (A) FEES PAID BY CUSTOMER IN THE THREE MONTHS BEFORE THE CLAIM AROSE, OR (B) ONE HUNDRED DOLLARS ($100). These limits do not apply to (i) a party's gross negligence or willful misconduct, (ii) a party's breach of §9.1, (iii) Customer's indemnity under §5.3 or breach of §5.4 or §7, or (iv) Customer's payment obligations.

11 · Term, Termination, and Data

Either party may end pilot participation at any time on notice (Customer: in-app cancellation or email to info@ovicon.io; Ovicon: written notice, with pro-rata refund of any prepaid unused period). For 30 days after this agreement ends, Customer may export its Customer Content and Output; Ovicon then deletes both from active systems, residual backup copies expiring on their schedule (longest current tier 56 days). Customer may place a written hold on identified projects and Ovicon will suspend deletion until released. §5.2's wind-down license governs Ovicon's handling during this period.

12 · Transition to the Full Terms

When Ovicon publishes its full Terms of Service and Privacy Policy (in counsel review now), every user is presented with them in the application and an administrator's acceptance replaces these Beta Terms for Customer. §6's commitments continue uninterrupted across the transition; nothing already promised here weakens without Customer's acceptance of the change.

13 · General

13.1 Survival. §§2, 3.2, 4, 5.1, 5.2, 5.3, 5.4, 5.5, 6, 7, 8, 9, 10, 11, and this §13 survive termination or expiration of this agreement (§5.2 as limited by its own terms).

13.2 Minnesota law governs; exclusive venue in the state and federal courts in Hennepin County, Minnesota; jury trial waived. No assignment without consent except to a successor in a merger or asset sale, which remains bound by this agreement in its entirety. Notices to Ovicon: legal@ovicon.io; support: support@ovicon.io; general and cancellation: info@ovicon.io; notices to Customer: the account administrator's email. If a provision is unenforceable it is narrowed and the rest stands. Failure to enforce is not a waiver.

Ovicon LLC · 1870 10th Ave, Newport, MN 55055 · legal@ovicon.io Beta Pilot Terms beta-1.3