Version 2.0 | Effective November 26, 2025
1.1 Provision of Software Services.
Subject to the terms of this agreement (the “Agreement”) and as set forth in the applicable order form executed by the parties (the “Order Form”), Ashler AI LLC (“Ashler”) will provide Customer with: (a) access to Ashler’s AI-enabled software platform for civil-engineering workflows, including proposal automation, bid management, cost-reporting modules, and an AI-powered analytics layer together with any corresponding APIs and SDKs (if any) (collectively, the “Software”) and related documentation; (b) subsequent enhancements, updates and bug fixes to the Software made generally available by Ashler (“Updates”); and (c) the related applicable services (the “Services”). Professional services, if any, shall be negotiated via a separate statement of work (“SOW”).
1.2 Protection of Customer Data.
Ashler will maintain an information security program in accordance with the Ashler Information Security Standards available at: ashler.build/information-security-standards. The information security program is designed to: (a) ensure the security of Customer Data, (b) protect against reasonably anticipated threats or hazards to the security of Customer Data, and (c) prevent unauthorized access to Customer Data. For purposes of this Agreement, “Customer Data” means any business, project, proposal, bid, or related information – including RFPs, resumes, rate cards, or project records – that Customer, its Users, or its authorized third-party vendors or subcontractors upload to or provide through the Services. Customer Data does not include data generated by Ashler in the ordinary course of operating the Services, such as anonymized or aggregated statistics, performance metrics, or other System Data (as defined in Section 2.2). Ashler’s safeguards include measures designed to prevent access, use, modification, or disclosure of Customer Data by Ashler personnel except (i) to provide the Services and prevent or address service or technical problems, (ii) as required by applicable law, or (iii) as Customer expressly permits in writing or under this Agreement. Customer Data will be stored on Ashler’s standard cloud infrastructure for the duration of the Customer’s active subscription. Upon termination or expiration of the Agreement, Ashler will retain Customer Data for ninety (90) days, after which it will permanently delete such data unless a longer retention period is required by law or necessary to resolve an active dispute. Customers may configure automatic deletion of their Customer Data at any time by sending a written request to Ashler. Ashler will not materially diminish the protections provided in this Section during the Term.
1.3 Data Processing Addendum.
Each party will comply with the Data Processing Addendum, as may be amended by Ashler from time to time, and currently located at: ashler.build/ashler-dpa.
1.4 Beta Features.
From time to time, Customer may have the option to participate in a program with Ashler where Customer can use alpha or beta, products, features, or documentation (collectively, “Beta Services”). These Beta Services (including any AI-generated outputs) may contain bugs, errors, or defects and may generate predictive or generative results that require independent human review; Customer is solely responsible for validating such outputs before use. Ashler does not provide any indemnities, service-level commitments, or warranties (express or implied, including merchantability, title, non-infringement, fitness for a particular purpose) for Beta Services, and either party may terminate access to Beta Services at any time.
1.5 AI Features.
(a) “Input” means, collectively, (i) Customer’s interaction, request, or input and (ii) Customer Data uploaded or submitted to the Software to influence the Output or Software.
(b) “Output ” means the AI-generated output that the Software generates for and provides to Customer in response to Inputs (by either Customer or Ashler).
(c) Input and Output. Customer may not represent that Output from the Software was human-generated, nor may Customer sell or share (except as authorized by Ashler) for commercial benefit or purposes Output to any third parties. Notwithstanding anything to the contrary in this Agreement, Ashler may use and modify Customer’s Input and Output to enforce its acceptable use policy to provide, maintain, develop, and improve the Software and the Services during and after the Term and to comply with applicable law, in each case provided that the Input or Outputs do not identify Customer as the source of such Inputs or Outputs.
2.1 Access to Services and Software.
Subject to the terms of this Agreement, Ashler hereby grants to Customer, for the Term set forth on the applicable Order Form, a non-exclusive, non-sublicensable, non-transferable right to access and use the Software and Services solely for Customer’s internal business purposes.
2.2 Reservation of Rights.
Ashler retains all right, title, and interest (including, but not limited to, all intellectual-property rights) in and to the Ashler Materials, Software, and Services, together with all improvements, enhancements, or modifications thereto, and anything developed, conceived, or delivered under this Agreement, including all System Data. “Ashler Materials” means all technology, software, algorithms, user interfaces, designs, documentation, know-how, trade secrets, templates, models, and any other materials provided or developed by Ashler in connection with the Services. “System Data” means de-identified user, usage, or other operational data and information collected, derived, or otherwise generated by the Services that Ashler may use to create logs, statistics, and reports regarding the performance, availability, integrity, and security of the Services (e.g., aggregate response rates, error metrics, or model-performance trends). Ashler may collect, use, and retain System Data for its business purposes including, without limitation, analytics, benchmarking, and product-improvement purposes. No rights or licenses are granted to Customer under this Agreement except as expressly set forth herein.
2.3 Customer Data License.