Terms of Service

1. Agreement to these terms

If you use the Services on behalf of an organization, you represent that you have authority to bind that organization, and “you” refers to that organization. Where your organization has signed a separate Master Services Agreement (“MSA”) or order form with us, that agreement governs and controls over any conflicting term here. These Terms incorporate our Privacy Policy by reference.

2. Definitions

• “Customer Content” — the documents, data, and objects you or your authorized users submit to the Services (e.g., plans, specifications, RFIs, change orders, schedules, estimates, line items, subcontractor and vendor records, purchase orders), and the relationships among them.
• “Ontology Graph” — the structured, queryable representation Cooper produces from your Customer Content.
• “Output” — material the Services generate in response to your queries, including estimates, schedules, drafted RFIs, templates, and analyses.
• “Agents” — the named, task-scoped queries that operate against the Ontology Graph (e.g., estimating, scheduling, procurement).
• “Documentation” — the usage materials we make available for the Services.

3. Eligibility and accounts

The Services are for businesses and for users who are at least 18 (or the age of majority in their jurisdiction). You must provide accurate registration information, keep it current, and keep your credentials confidential. You are responsible for all activity under your account and for your authorized users' compliance with these Terms. Notify us promptly at hello@cooperbuild.ai of any unauthorized use or suspected breach.

4. The Services and early access

Cooper is provided as a hosted service and, where offered, as a self-hosted deployment. We grant you a limited, non-exclusive, non-transferable, revocable right to access and use the Services and Documentation for your internal business purposes, subject to these Terms and any plan limits.

Parts of the Services may be offered as early access, beta, or preview features. These are provided “as is,” may be changed or withdrawn at any time, may contain errors, and are not subject to any availability commitment. We may modify, suspend, or discontinue features of the Services; for material adverse changes affecting a paid subscription, we will use reasonable efforts to give notice.

5. Your content and your data

You own your Customer Content. We do not claim ownership of it. You grant Cooper a worldwide, non-exclusive license to host, copy, process, transmit, and display Customer Content, and to create the Ontology Graph and Output, in each case solely to provide, secure, and support the Services for you and as you direct.

• No training on your content. We do not use Customer Content to train, fine-tune, or improve any foundation model offered to other customers or the public. See our Privacy Policy for details on how AI models and your data are handled.
• Your responsibility for content. You represent that you have the rights to submit your Customer Content and that doing so, and our processing of it as permitted here, does not violate law or third-party rights.
• As between the parties, Output generated for you from your Customer Content is yours; however, Output may be non-unique, and we may generate similar material for others, and we retain all rights in the underlying Services and models.
• Aggregated data. We may use aggregated, de-identified data that does not identify you, your organization, or any project to operate, secure, and improve the Services.
• Deletion and export. On termination, you may export Customer Content for a limited period as described in the Documentation or your MSA, after which we may delete it, subject to backup cycles and legal holds.

6. Acceptable use

You agree not to, and not to permit anyone to:

• use the Services in violation of law or third-party rights, or to submit content you are not authorized to submit;
• reverse engineer, decompile, or attempt to derive source code or models from the Services, except where this restriction is prohibited by law;
• resell, sublicense, or provide the Services to third parties as a service bureau, or use them to build a competing product;
• circumvent usage limits, access controls, or security measures, or probe or scan the Services without authorization;
• upload malware, or interfere with or disrupt the integrity or performance of the Services;
• use the Services to generate or disseminate unlawful, infringing, deceptive, or harmful material, or to make decisions about individuals in violation of applicable law;
• use the Services in safety-critical contexts where failure could lead to death, personal injury, or environmental damage without appropriate independent verification and controls.

We may suspend access to address a material violation, security risk, or legal requirement, with notice where practicable.

7. AI output and professional judgment

Cooper's Output — estimates, schedules, quantities, pricing, drafted RFIs, and analyses — is decision support, not professional advice. It can be incomplete or wrong. A qualified human must review and verify it before it is relied on for bids, contracts, procurement, scheduling, or compliance.

The Services use probabilistic models and historical data; Output may vary, may not reflect current conditions, codes, or site-specific factors, and is not a substitute for the judgment of licensed estimators, engineers, schedulers, or counsel. You are solely responsible for decisions you make using the Output.

8. Fees and payment

Some plans are offered at no charge during early access. For paid plans, you agree to the fees, billing frequency, and terms presented at sign-up or in an order form. Unless stated otherwise: fees are non-refundable; subscriptions renew automatically until cancelled; we may change pricing with notice effective at the next renewal; and you are responsible for applicable taxes. Late amounts may accrue interest and may result in suspension.

9. Intellectual property

The Services, the Cooper software, models, harness, ontology schema, templates we provide, Documentation, and all related intellectual property are and remain owned by Cooper and its licensors. Except for the limited rights expressly granted here, no rights are granted to you. The Cooper name and logo are our trademarks; you may not use them without our prior written consent. If you send us feedback or suggestions, you grant us a perpetual, irrevocable, royalty-free license to use them without restriction.

10. Confidentiality

Each party may receive non-public information of the other (“Confidential Information”), including, for you, your Customer Content, and for us, the non-public aspects of the Services and pricing. The receiving party will use the same care it uses for its own confidential information (and no less than reasonable care), use it only to perform under these Terms, and not disclose it except to personnel and contractors who need it and are bound by confidentiality obligations. This does not apply to information that is public through no fault of the recipient, independently developed, or rightfully received from a third party, and does not prevent disclosure required by law (with notice where permitted).

11. Third-Party Services (Google)

Cooper integrates with Google APIs — specifically the Gmail API — to allow users to connect their Google accounts and view, respond to, and manage project-related emails inside the Cooper workspace. This integration is optional and requires your explicit authorization via Google's OAuth 2.0 flow.

Cooper Build's use of information received from Google APIs is governed by the Google API Services User Data Policy, including the Limited Use requirements. In particular, we do not use Google user data for advertising, model training, or any purpose other than providing and improving the Gmail integration feature within your Cooper workspace.

For full details on what Google data we access, how it is stored, how long it is retained, and how you can revoke access, see our Privacy Policy — Section 3: Google User Data and Section 4: Limited Use Disclosure.

You may disconnect the Google integration at any time via Cooper Settings → Integrations → Disconnect Gmail, or by visiting https://myaccount.google.com/permissions.

12. Other third-party services and models

Cooper is model-agnostic and may route reasoning through third-party frontier models (for example, Anthropic, OpenAI, or Google) and other third-party infrastructure and integrations. Your use of those components through the Services is also subject to the applicable third-party terms, and we are not responsible for third-party services. We will identify model providers and other subprocessors in our subprocessor list and DPA. If you connect an integration, you authorize the associated data exchange.

13. Disclaimers

THE SERVICES, DOCUMENTATION, AND OUTPUT ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICES OR OUTPUT WILL BE UNINTERRUPTED, ERROR-FREE, ACCURATE, OR SECURE. SOME JURISDICTIONS DO NOT ALLOW CERTAIN DISCLAIMERS, SO PARTS OF THIS SECTION MAY NOT APPLY TO YOU.

14. Limitation of liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW: (a) NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, GOODWILL, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY; AND (b) EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR THESE TERMS WILL NOT EXCEED THE GREATER OF (i) THE AMOUNTS YOU PAID US FOR THE SERVICES IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM, OR (ii) US$100. THESE LIMITS DO NOT APPLY TO LIABILITY THAT CANNOT BE LIMITED BY LAW. THE PARTIES AGREE THESE LIMITATIONS ARE A FUNDAMENTAL BASIS OF THE BARGAIN.

15. Indemnification

You will defend, indemnify, and hold harmless Cooper and its officers, directors, employees, and agents from third-party claims, damages, liabilities, costs, and expenses (including reasonable legal fees) arising out of (a) your Customer Content, (b) your use of the Services in violation of these Terms or law, or (c) your decisions or actions taken in reliance on Output. We will promptly notify you of the claim, give you control of the defense (with our right to participate with our own counsel), and reasonably cooperate; you may not settle a claim in a way that imposes obligations on us without our consent.

16. Term and termination

These Terms apply while you use the Services. You may stop using the Services and close your account at any time. We may suspend or terminate your access for material breach, non-payment, legal requirement, or risk to the Services or others, with notice where practicable; for free or early-access use, we may also terminate with reasonable notice. On termination, your license ends, and Sections that by their nature should survive (including 5, 9–15, 17, 19, and 20) survive. Customer Content handling on termination is described in Section 5.

17. Governing law and disputes

These Terms are governed by the laws of the State of New York, without regard to its conflict-of-laws rules. You and Cooper submit to the exclusive jurisdiction of the state and federal courts located in New York County, New York, except that either party may seek injunctive relief in any court of competent jurisdiction to protect its intellectual property or confidential information. Before bringing a formal claim, you agree to first try to resolve any dispute informally by contacting us.

18. Changes to these terms

We may update these Terms from time to time. If we make material changes, we will update the “Last updated” date and provide reasonable notice (for example, by email or in-product). Changes are effective when posted unless stated otherwise; your continued use after that means you accept the revised Terms. If you do not agree, stop using the Services.

19. Miscellaneous

These Terms (with the Privacy Policy and any MSA or order form) are the entire agreement between the parties regarding the Services and supersede prior understandings. If a provision is unenforceable, it will be modified to the minimum extent necessary and the rest remains in effect. Failure to enforce a provision is not a waiver. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition, or sale of assets. Neither party is liable for delays caused by events beyond its reasonable control. Nothing here creates a partnership, agency, or employment relationship. Notices to us should be sent to hello@cooperbuild.ai.

20. SMS / mobile messaging program

If you provide your mobile number and opt in, you consent to receive SMS messages from CooperBuild related to the program you have opted into — which may include account, support, transactional, demo follow-up, and (only where you have specifically opted in) marketing messages.

• Frequency. Message frequency varies by program and by your activity; for recurring programs the frequency is disclosed at the point of opt-in.
• Cost. Message and data rates may apply, depending on your wireless plan.
• Opt out. You may opt out at any time by replying STOP to any message. After you opt out we will not send further messages from that program (other than a single confirmation that you have been unsubscribed); you may opt back in at any time by following the same opt-in process.
• Help. Reply HELP for assistance, or contact us at hello@cooperbuild.ai.
• Carriers.Wireless carriers — including T-Mobile, AT&T, and Verizon — are not liable for delayed or undelivered messages.
• Eligibility. SMS programs are intended for U.S. mobile subscribers who are at least 18 years old.
• No sharing. We do not share mobile information (mobile phone numbers, opt-in data, or consent records) with third parties or affiliates for marketing or promotional purposes. See our Privacy Policy for more on how we handle phone numbers and SMS data.

Consent you give to CooperBuild applies only to communications from CooperBuild, and consent you give to a third party does not authorize CooperBuild to message you. If you revoke consent — by replying STOP or by contacting us — we will stop sending you SMS messages from that program.

21. Contact

Questions about these Terms? Email hello@cooperbuild.ai. Postal address: CooperBuild, 276 5th Ave STE 704 PMB 170, New York, NY 10001.