This Master Services Agreement (this “Agreement”) is entered into by and between Gradeum Technologies, LLC, a Texas limited liability company (“Gradeum”), and the entity or individual accepting this Agreement (“Client,” “you,” or “your”).
The following terms have the meanings set forth below when used in this Agreement:
“Nexus” means the Gradeum software application installed on Client’s server that indexes Client’s documents locally and returns relevant text excerpts in response to queries from the Gradeum Platform.
“Gradeum Platform” means Gradeum’s cloud-hosted orchestration service that receives queries, coordinates retrieval from the Nexus and the Standards Corpus, assembles governed prompts for the AI Reasoning Engine, validates responses against product-specific guardrails, and returns compliant answers to Authorized Users.
“AI Reasoning Engine” means the third-party artificial intelligence systems (currently Anthropic’s Claude and OpenAI’s GPT-4o) used by Gradeum to generate responses based on retrieved document excerpts and engineering standards context.
“Standards Corpus” means the shared collection of published engineering standards (USACE, ASCE, ACI, AISC, and others) maintained by Gradeum and accessible to all Client firms.
“Client Documents” means all documents, files, drawings, reports, calculations, specifications, and other materials stored on Client’s server and indexed by the Nexus.
“Excerpts” means small text passages (typically 50–150 words each) retrieved from Client Documents by the Nexus and transmitted to the Gradeum Platform during active query sessions.
“Services” means the software-as-a-service provided by Gradeum under this Agreement, including the Nexus, Gradeum Platform, access to the Standards Corpus, and the AI-assisted search, retrieval, and workflow tools described herein.
“Authorized Users” means Client’s employees and contractors who are authorized by Client to access the Services, each assigned a role within the Gradeum Platform.
“Compute Dollars” means the prepaid credits purchased by Client through the Gradeum Platform that are consumed when Authorized Users submit queries processed by the AI Reasoning Engine. Compute Dollars are the sole billing mechanism; there are no subscription fees, seat fees, or recurring charges.
Subject to the terms and conditions of this Agreement and purchase of applicable Compute Dollars, Gradeum grants to Client a non-exclusive, non-transferable, revocable license to access and use the Services for Client’s internal business purposes during the term of this Agreement.
Client shall not: (a) sublicense, sell, resell, or transfer the Services to any third party; (b) modify, reverse engineer, decompile, or disassemble any component of the Services; (c) use the Services to build a competing product or service; (d) attempt to extract system prompts, guardrail logic, or AI instruction sets from the Services; or (e) circumvent any access controls, usage limits, or professional compliance workflows within the Services.
Gradeum shall use commercially reasonable efforts to maintain availability of the Services. Gradeum does not guarantee uninterrupted or error-free access. Scheduled maintenance windows will be communicated with reasonable advance notice.
Gradeum may update the Services from time to time, including modifications to features, user interface, and AI model providers. Gradeum will provide reasonable notice of material changes. Continued use of the Services after an update constitutes acceptance.
The Nexus indexes Client Documents locally on Client’s server. Only Excerpts (small text passages, typically 50–150 words each) are transmitted from Client’s server to the Gradeum Platform during active query sessions. Complete documents never leave Client’s server. Gradeum has no remote access to Client’s file system.
Gradeum’s cloud infrastructure retains the following Client-related data:
Cached Excerpts older than 30 days are purged automatically. Client may request immediate cache deletion at any time by written notice to Gradeum.
Excerpts transmitted to the AI Reasoning Engine are processed under zero-data-retention API agreements with the applicable AI providers. Neither Anthropic nor OpenAI retains, trains on, or stores Client data submitted through Gradeum’s API.
Each Client’s data is fully isolated from every other Client’s data. No Client can access another Client’s data through the Gradeum Platform. The Nexus runs independently on each Client’s server with no shared state between installations.
Client represents and warrants that it will not process through the Services any data that is classified, export-controlled under ITAR or EAR, subject to HIPAA, or otherwise legally restricted from transmission to cloud services, without a separate written agreement with Gradeum.
The Services operate on a prepaid Compute Dollar model. User accounts and platform access are provided at no charge. Client pays only for AI-powered intelligence queries processed by the AI Reasoning Engine, which consume Compute Dollars based on computational resources used.
Client may purchase Compute Dollars through the Gradeum Platform via Stripe at any time. Compute Dollars are sold in standard denominations or custom amounts. All purchases are one-time, prepaid transactions. There are no subscriptions, recurring charges, or minimum commitments.
Purchased Compute Dollars are credited to Client’s account immediately upon successful payment. Compute Dollar balances do not expire. Unused Compute Dollars remain in Client’s account indefinitely.
Compute Dollar purchases are non-refundable except where required by applicable law. If Gradeum terminates this Agreement without cause, any remaining Compute Dollar balance shall be refunded to Client within thirty (30) days.
Gradeum may adjust the per-query cost of Compute Dollar consumption upon sixty (60) days’ written notice. Pricing adjustments apply to queries submitted after the effective date of the adjustment and do not affect existing Compute Dollar balances.
All payment processing is handled by Stripe, Inc. Client agrees to Stripe’s terms of service as applicable to payment transactions. Gradeum does not store Client’s payment card information.
No professional engineering liability transfers from Client to Gradeum under this Agreement. Client’s licensed Professional Engineers retain sole and exclusive responsible charge for all engineering work products created, reviewed, or modified using the Services.
The Services include an immutable responsible charge log that records every instance in which a licensed PE approves content within the Gradeum Platform. This log is append-only at the database level and cannot be modified or deleted by any party, including Gradeum.
All AI-generated outputs are reference material only. Every output produced by the Services carries the following disclaimer:
“This response was generated by Gradeum Technologies, LLC. All outputs are AI-assisted reference only and must be reviewed by a licensed professional engineer before use in any deliverable. Gradeum does not provide engineering advice.”
Gradeum provides software services, not engineering services. Gradeum does not exercise engineering judgment, does not provide engineering advice, and is not a substitute for the independent review of a licensed Professional Engineer.
Gradeum retains all right, title, and interest in and to the Services, including all software, algorithms, system prompts, guardrail architectures, user interfaces, documentation, and all intellectual property embodied therein.
Client retains all right, title, and interest in and to Client Documents, including all engineering drawings, reports, calculations, and other work product. Gradeum claims no ownership interest in Client’s engineering work product.
If Client provides suggestions, feedback, or ideas regarding the Services, Gradeum may use such feedback without restriction or obligation to Client.
Each Party represents and warrants that: (a) it has the authority to enter into this Agreement; (b) its acceptance of this Agreement does not violate any other agreement to which it is a party; and (c) it will comply with all applicable laws in its performance of this Agreement.
Gradeum warrants that: (a) the Services will perform materially in accordance with their documentation; (b) Gradeum will use commercially reasonable security measures to protect Client data in its possession; and (c) Gradeum will comply with applicable data protection laws.
EXCEPT AS EXPRESSLY SET FORTH IN THIS AGREEMENT, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.” GRADEUM DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. GRADEUM DOES NOT WARRANT THAT AI-GENERATED OUTPUTS WILL BE ACCURATE, COMPLETE, OR SUITABLE FOR USE IN ENGINEERING DELIVERABLES WITHOUT INDEPENDENT PROFESSIONAL REVIEW.
Gradeum shall indemnify, defend, and hold harmless Client from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) Gradeum’s infringement of a third party’s intellectual property rights through the Services; or (b) Gradeum’s material breach of its data handling obligations under Article III.
Client shall indemnify, defend, and hold harmless Gradeum from and against any third-party claims, damages, losses, and expenses (including reasonable attorneys’ fees) arising from: (a) Client’s engineering decisions or work products; (b) Client’s violation of this Agreement; (c) Client’s misuse of AI-generated outputs; or (d) Client’s violation of applicable law.
EXCEPT FOR OBLIGATIONS UNDER ARTICLE VIII (INDEMNIFICATION) OR BREACHES OF ARTICLE X (CONFIDENTIALITY), NEITHER PARTY’S TOTAL AGGREGATE LIABILITY UNDER THIS AGREEMENT SHALL EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT PAID BY CLIENT TO GRADEUM IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM; OR (B) FIFTY THOUSAND DOLLARS ($50,000).
IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST REVENUE, LOSS OF DATA, OR COST OF SUBSTITUTE SERVICES, WHETHER ARISING FROM CONTRACT, TORT, OR OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Each Party agrees to maintain the confidentiality of the other Party’s Confidential Information (as defined in the Mutual Non-Disclosure Agreement between the Parties, if applicable, or as would be understood by a reasonable person as confidential). Confidential Information shall not be disclosed to any third party except as required by law or with the disclosing Party’s prior written consent.
Gradeum shall not use Client Documents, Excerpts, or any Client data for the purpose of training, fine-tuning, or improving any artificial intelligence model. Client data shall not be shared with, sold to, or made accessible to any third party for AI training purposes.
This Agreement is effective upon Client’s acceptance and continues until terminated by either Party in accordance with this Article.
Either Party may terminate this Agreement immediately upon written notice if the other Party: (a) materially breaches this Agreement and fails to cure such breach within thirty (30) days after receiving written notice; or (b) becomes insolvent, files for bankruptcy, or ceases to operate as a going concern.
Either Party may terminate this Agreement at any time upon thirty (30) days’ written notice. If Gradeum terminates without cause, any remaining Compute Dollar balance shall be refunded. If Client terminates, unused Compute Dollars are non-refundable.
Upon termination or expiration of this Agreement:
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of laws principles.
Any dispute arising under or relating to this Agreement shall be resolved exclusively in the state or federal courts located in Harris County, Texas. Each Party consents to the personal jurisdiction of such courts and waives any objection to venue.
In any action or proceeding to enforce any provision of this Agreement, the prevailing Party shall be entitled to recover its reasonable attorneys’ fees and costs from the non-prevailing Party.
Neither Party shall be liable for any delay or failure to perform to the extent caused by events beyond its reasonable control, including acts of God, natural disasters, pandemic, war, terrorism, government action, or failure of third-party infrastructure.
The Parties are independent contractors. Nothing in this Agreement creates an agency, partnership, joint venture, or employment relationship.
Neither Party may assign this Agreement without the prior written consent of the other Party, except in connection with a merger, acquisition, or sale of substantially all of the assigning Party’s assets.
All notices under this Agreement shall be in writing and delivered by email with confirmation of receipt to the addresses associated with the Parties’ accounts, or to such other address as a Party may designate in writing.
This Agreement, together with the Terms of Service, Privacy Policy, and any Mutual Non-Disclosure Agreement between the Parties, constitutes the entire agreement between the Parties with respect to the subject matter hereof.
Gradeum may amend this Agreement upon sixty (60) days’ written notice. Continued use of the Services after the effective date of an amendment constitutes acceptance. If Client does not agree to the amendment, Client may terminate this Agreement.
If any provision of this Agreement is held invalid, the remaining provisions remain in full force and effect.
Failure to enforce any right or provision shall not constitute a waiver of such right or provision.
Client’s acceptance of this Agreement by clicking “I Accept” or by accessing the Services constitutes a valid and binding agreement. No physical signature is required.