Terms of Service

1. The Service

Proven helps lenders, borrowers and operators, and inspectors track capital projects, repair and replacement reserves, and construction draws: budgets, draw requests, invoices, lien waivers, change orders, inspection requests, inspection photos and reports. We may add, change or remove features over time.

2. Accounts and roles

• Lenders (including servicers and their asset managers) set up reserves, capital projects and draws, invite borrowers, operators and inspectors, and review and approve requests.
• Borrowers and operators (owners, asset managers, property and construction managers) submit budgets, draw requests, invoices, lien waivers and supporting documents.
• Inspectors receive inspection requests and submit findings, photos and reports.

You must give accurate account information, keep your credentials secure, and are responsible for activity under your account and for the users you invite. Each user must have their own login. The organization that invites a user to a project controls that user’s access to the project and may remove it. Tell us promptly at contact@provenspec.io if you suspect unauthorized access.

3. Fees and billing

Fees are set out in your order, quote or in-product pricing and are billed to the lender (or other organization that holds the subscription) unless we agree otherwise in writing. A lender may pass Proven fees through to its borrower, for example as a draw or inspection fee; any pass-through is solely a matter between the lender and the borrower, and the lender remains responsible to us for payment. Fees are due as invoiced or charged through our payment processor, are non-refundable except where required by law or stated in your order, and exclude taxes, which you are responsible for. We may suspend the Service for accounts that are past due after notice. Free trials and free projects may be limited or ended at any time.

4. No funds handling; verification is informational

Proven Spec, LLC is a software provider. We do not hold, escrow, disburse or move funds, and we are not a lender, servicer, escrow agent, title company, bank or payment processor. All funding and disbursement decisions, and the movement of any money, are made and carried out by you and your counterparties outside the Service.

Inspection results, verification status, completion certificates, risk flags, AI-assisted document reads, budget comparisons and other outputs of the Service are provided for information, to support your own review. They are not a guarantee of the quality, completeness, safety or code compliance of any work, of the accuracy of any document, or of lien-free status, and they are not a lending, credit, underwriting or disbursement decision or a recommendation to make one. Inspectors are independent of Proven Spec, LLC unless we expressly agree otherwise, and are responsible for their own findings. You are responsible for your decisions and for confirming anything material before relying on it.

5. Electronic signatures and records

The Service lets users sign documents such as lien waivers, approvals and inspection reports electronically. You agree that electronic signatures and records you create in the Service are intended to have the same effect as handwritten signatures and paper records, consistent with the federal E-SIGN Act and the Utah Uniform Electronic Transactions Act. You are responsible for deciding whether an electronic signature is sufficient for a given document, jurisdiction or counterparty (for example, where a statutory lien waiver form or notarization is required), and for obtaining any required consents from signers.

6. Uploaded documents and acceptable use

You are responsible for the documents, photos and data you and your users upload, and for having the right to share them with the other participants on a project. Content you add to a project is visible to the other organizations and users invited to that project according to their role. You agree not to:

• upload false, altered or misleading documents or photos, or misrepresent the status of work;
• upload malware, or content that is unlawful or infringes others’ rights;
• access projects or data you are not authorized to see, or probe, scan or disrupt the Service;
• scrape, resell or build a competing product from the Service; or
• use the Service in violation of law, including privacy, consumer-finance and anti-money-laundering laws.

We may remove content or suspend access that we reasonably believe violates these Terms.

7. Data Use, Aggregated Data and AI

Your Data. As between you and Proven Spec, LLC, you own the data you and your users submit to or connect with Proven, including files, reports, records and data received from third-party systems you authorize (“Customer Data”). You grant Proven Spec, LLC a worldwide, non-exclusive, royalty-free license to host, copy, process, analyze and display Customer Data to provide, secure, support and improve Proven.

Aggregated and De-identified Data. You also grant Proven Spec, LLC a perpetual, irrevocable, worldwide, royalty-free license to (a) create aggregated, anonymized or de-identified data from Customer Data and from your use of Proven, combined with data from other customers and sources, such that it does not identify you, your users, any individual, or any specific property, project or account (“Aggregated Data”); and (b) use Customer Data to develop, train, test and improve analytics, benchmarks, machine-learning and artificial-intelligence models and features. Proven Spec, LLC owns Aggregated Data and the models and insights derived from it, and may use, license and commercialize them for any lawful purpose, including in data products offered to third parties, during and after the term of your account.

Limits. Proven Spec, LLC will not disclose Customer Data to third parties in a form that identifies you, your users or a specific property, project or account, except to provide Proven, with your direction or consent, to our service providers under confidentiality obligations, or as required by law. Benchmarks and other Aggregated Data published by Proven Spec, LLC are drawn from a minimum number of independent sources so that no single customer or property can be identified. We do not sell personal information, and we do not use the contents of documents you upload to train third-party foundation models offered to the public.

Your Responsibility. You represent that you have the rights and any required notices and consents to submit Customer Data to Proven and to grant these licenses, including for data you receive from property management systems, vendors or other third parties.

Survival. This section survives termination. Deleting your account removes Customer Data under our retention policy but does not affect Aggregated Data or models already created.

8. Third-party services

The Service relies on and may link to third-party services, such as authentication, hosting, file storage, email delivery, payment processing and AI model providers. Your use of third-party services you connect is governed by their terms, and we are not responsible for third-party services we do not control. Our use of service providers to process personal information is described in our Privacy Policy.

9. Intellectual property and feedback

Proven Spec, LLC and its licensors own the Service, including its software, design, templates, report formats, trademarks and documentation, and all improvements to them. Subject to these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable right to use the Service for your internal business purposes during your subscription. If you give us suggestions or feedback, we may use them without restriction or obligation to you.

10. Confidentiality and security

We use reasonable administrative, technical and physical safeguards designed to protect Customer Data, and we treat non-public Customer Data as confidential, subject to Section 7. No system is perfectly secure, and you are responsible for your users’ credentials and for the devices and networks you use to access the Service.

11. Disclaimers

THE SERVICE AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” TO THE FULLEST EXTENT PERMITTED BY LAW, PROVEN SPEC, LLC DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT AI-GENERATED OR AUTOMATED OUTPUT WILL BE ACCURATE, OR THAT ANY WORK, DOCUMENT OR INSPECTION REFLECTED IN THE SERVICE IS COMPLETE, ACCURATE OR COMPLIANT.

12. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, PROVEN SPEC, LLC WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, DATA OR GOODWILL, OR FOR LOSSES ARISING FROM ANY FUNDING, DISBURSEMENT, LENDING OR CONSTRUCTION DECISION, EVEN IF ADVISED OF THEIR POSSIBILITY. OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THE SERVICE OR THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO PROVEN SPEC, LLC FOR THE SERVICE IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO THE CLAIM (OR ONE HUNDRED U.S. DOLLARS IF YOU HAVE PAID NOTHING).

13. Indemnity

You will defend, indemnify and hold harmless Proven Spec, LLC and its owners, personnel and service providers from any third-party claim, and related losses and reasonable costs, arising from your Customer Data, your use of the Service in violation of these Terms or the law, or any funding, disbursement or lending decision you make, including claims by your borrowers, contractors, investors or other counterparties.

14. Term and termination

These Terms apply while you use the Service. You may stop using the Service and close your account at any time. We may suspend or terminate your access if you materially breach these Terms, fail to pay, or if required by law, with notice where practical. On termination your right to use the Service ends; you may request an export of your Customer Data within 30 days, after which we may delete it under our retention policy. Sections that by their nature should survive (including Sections 3 for amounts owed, 4, 7, 9, and 11 through 16) survive termination.

15. Governing law and disputes

These Terms are governed by the laws of the State of Utah, without regard to its conflict-of-laws rules. The state and federal courts located in Salt Lake County, Utah have exclusive jurisdiction over any dispute arising out of or relating to these Terms or the Service, and each party consents to that jurisdiction and venue.

16. General

We may update these Terms from time to time. If we make material changes we will post the updated Terms with a new effective date and, where appropriate, notify account administrators by email or in the Service. Continued use after the effective date means you accept the updated Terms. A signed order or master agreement between you and Proven Spec, LLC controls over these Terms where they conflict. You may not assign these Terms without our consent; we may assign them in connection with a merger, acquisition or sale of assets. If any provision is unenforceable, the rest remains in effect. Failure to enforce a provision is not a waiver. These Terms are the entire agreement between us about the Service unless we have a separate signed agreement.

17. Contact and notices

Questions and legal notices should be sent to:

Proven Spec, LLC
30 E Broadway, Suite 203 #1053
Salt Lake City, UT 84111
contact@provenspec.io