Terms of Service

Effective August 3, 2026

These Terms of Service (the "Terms") are a binding agreement between Constructo, Inc., a Delaware corporation ("Constructo," "we," "us"), and the business that registers for or uses the Planlyx service (the "Customer," "firm," or "you"). Planlyx is a software-as-a-service platform for design professionals to manage sales, projects, drawing review, revision rounds, change orders, and related records (the "Service").

By creating an account, clicking to accept, or using the Service, you agree to these Terms on behalf of the business you represent, and you confirm that you have authority to bind that business. If you do not agree, do not use the Service.

The Planlyx Data Processing Addendum (the "DPA") and the Planlyx Privacy Policy are incorporated into these Terms by reference. If these Terms conflict with the DPA on the subject of personal information processed on your behalf, the DPA controls.

1. Eligibility and scope

1.1 Business use only. The Service is offered to businesses and business users. You must be at least 18 years old and using the Service for business purposes. The Service is not offered to consumers acting in a personal capacity.

1.2 United States only. The Service is offered to firms located in the United States and is designed to process information about individuals located in the United States. The Service is not offered in, and is not designed to comply with the laws of, the European Union, the United Kingdom, or any other jurisdiction outside the United States. You represent that your firm is located in the United States, and you agree not to use the Service to collect or process the personal information of individuals located outside the United States, including by importing contact lists containing such individuals (see Section 8.3).

1.3 Your account and your people. Your account may include several categories of users: Owners and team members (your personnel), vendors (consultants you invite with limited access), and clients (your own customers, who access a client portal at your direction). You are responsible for all activity under your account by every user you invite or authorize, and for ensuring that each of them complies with these Terms. A team member or vendor gains access only after accepting their invitation. Clients you add to a project can reach the portal for that project once you invite them.

2. The Service

2.1 What we provide. Subject to these Terms and payment of applicable fees, Constructo grants you a non-exclusive, non-transferable right to access and use the Service during your subscription term for your internal business purposes.

2.2 Sign-in. Authentication is by emailed sign-in link. There are no passwords. You are responsible for maintaining control of the email accounts associated with your users; anyone who controls an authorized email address can access the corresponding account.

2.3 Changes to the Service. We may improve or modify the Service. We will not materially reduce the core functionality of your subscribed plan during a paid term without notice.

2.4 Support and availability. We provide the Service on a commercially reasonable efforts basis. We do not promise uninterrupted or error-free operation, and no service-level commitment applies unless separately agreed in writing.

3. Subscriptions, trials, and billing

3.1 Plans. The Service is offered on subscription plans priced by the number of active projects. Plans do not charge per user; your team members, vendors, and clients do not count toward your bill.

3.2 Trial. New accounts may begin with a 30-day trial. A valid payment method is required to start the trial. Unless you cancel before the trial ends, your subscription begins and your payment method is charged when the trial expires.

3.3 Billing and payment. Subscriptions are billed monthly in advance through our payment processor. Payment details are entered only on pages hosted by the payment processor; Constructo does not receive or store card numbers. You authorize recurring charges until you cancel.

3.4 Plan limits. If your account exceeds its plan's active-project allowance, the Service restricts actions that advance work while preserving your access to existing records, project history, and document export. You can restore full functionality by upgrading or reducing active projects.

3.5 Cancellation. You may cancel at any time through the payment processor's hosted billing pages. Cancellation stops future billing at the end of the current billing period. Cancellation does not by itself delete your account or your data; Section 12.3 and the DPA govern what happens to data after your subscription ends.

3.6 No refunds. Fees are non-refundable except where required by law. We do not currently prorate partial periods.

3.7 Taxes. Fees are exclusive of taxes. You are responsible for any applicable sales, use, or similar taxes. If Constructo is required to collect a tax, it will be added to your invoice.

3.8 Price changes. We may change plan prices with at least 30 days' notice. Changes take effect at your next billing period after the notice period.

4. Your content

4.1 Ownership. You own the content you and your users submit to the Service — drawings, files, messages, comments, contact records, proposals, invoices, and everything else your firm creates or uploads ("Customer Content"). Constructo claims no ownership of Customer Content.

4.2 Our license to host it. You grant Constructo a non-exclusive, worldwide, royalty-free license to host, store, process, transmit, and display Customer Content solely as necessary to provide, secure, and support the Service and as otherwise permitted by the DPA. We do not use Customer Content to train machine-learning models.

4.3 Your responsibility for it. You are solely responsible for Customer Content, including its accuracy and legality, and for having the rights and permissions necessary to submit it — including any personal information about individuals contained in free-text fields, uploaded files, and imported records.

5. The evidentiary record

A core feature of the Service is a permanent, tamper-resistant record of consequential project actions. You acknowledge and agree that:

5.1 Certain records are append-only by design. The project activity record and the message log cannot be edited or deleted through the Service. This is deliberate: it preserves the evidentiary value of the project history for both you and your clients.

5.2 Approval records are written once. When a client approves a proposal or change order, the approver's name, email address, and organization are captured as of the moment of approval and are not altered by later changes to contact records. Approval of a proposal additionally records the approver's IP address and browser identifier.

5.3 Archiving is not deletion. Archiving a record hides it from active views; the record persists and archiving is reversible.

5.4 Deletion. Because of the design described above, in-product deletion of records of legal significance is not available. Deletion of personal information is handled as described in the Privacy Policy and the DPA, including through de-identification where record structures are append-only.

6. The client portal and your clients

6.1 Your relationship, your responsibility. The client portal exists so that your clients can review drawings, comment, approve documents, and communicate with you. Your clients are your customers, not ours. You are responsible for your legal relationship with your clients, including your contracts with them, the notices you give them, and the lawfulness of the information about them that you put into the Service.

6.2 Client access. Clients access the portal by invitation from you and authenticate by emailed sign-in link. The portal displays your branding, with "Powered by Planlyx" attribution.

6.3 Approvals. Client approvals recorded through the Service are records of your transaction with your client. Constructo is not a party to, and makes no representation about the legal effect or enforceability of, any proposal, change order, invoice, or other document between you and your client.

7. Public capture forms

7.1 The Service lets you publish an enquiry form and embed it on your own website. Submissions create records in your account.

7.2 Your notices. Where you embed the form on your own website or link to it, you are responsible for providing any privacy notice or consent mechanism required for your collection of enquiry information, including supplying your own privacy policy and terms URLs in the form settings. If you supply no URLs, the form displays no notice, and you accept responsibility for that choice.

7.3 Abuse prevention. Public forms are protected by rate limiting and automated-submission checks. Submitted content — including submissions rejected by these checks — is retained for security and abuse-prevention purposes as described in the Privacy Policy.

8. Email sending rules

This section applies to all email sent through the Service and is a material condition of your use of it.

8.1 Message classification. Every message sent through the Service is classified as transactional (project business with people you have an existing relationship with — invoices, approval requests, portal notifications, project correspondence) or commercial (solicitation of people you do not yet have a business relationship with, including outreach to prospects).

8.2 You are the sender. For every message sent through the Service, you — not Constructo — are the sender and initiator for purposes of the CAN-SPAM Act and every other law governing commercial communications. You are solely responsible for the content of your messages and for your compliance with those laws.

8.3 Imported contact lists. If you import contact records into the Service, you represent and warrant, for each list and each contact, that:

8.4 Commercial sending requirements. Automated outreach sequences will not operate unless you have (a) verified a sending domain that you control and (b) provided a valid physical postal address, which will appear in your commercial messages as required by law. You must not remove, obscure, or interfere with unsubscribe links, suppression, or the postal address in commercial messages, and you must not attempt to disguise commercial messages as transactional ones.

8.5 Suppression is binding. When a recipient unsubscribes, bounces, or marks your message as spam, the Service suppresses further commercial email from your firm to that recipient. You must not attempt to circumvent suppression, re-import suppressed contacts, or contact suppressed individuals through the Service.

8.6 Sending limits and enforcement. The Service applies per-firm daily sending limits to automated outreach sequences. Constructo may throttle, suspend, or permanently disable your email sending — and, for serious or repeated violations, suspend your account under Section 12.2 — if your sending generates excessive bounces or complaints, violates this Section, threatens the deliverability or reputation of the Service's email infrastructure, or violates the acceptable-use terms of our email infrastructure providers.

9. Acceptable use

You will not, and will not permit any user to:

10. Privacy and data protection

10.1 Our collection and use of personal information is described in the Privacy Policy. Personal information that the Service processes on your behalf — information about your clients, vendors, prospects, enquiry submitters, and correspondents — is governed by the DPA, under which you are the business responsible for that information and Constructo acts as your service provider.

10.2 Your legal bases. You are responsible for having a lawful basis for every category of personal information you put into the Service and for providing any notices to individuals that the law requires of you.

10.3 Requests from individuals. If an individual whose information you control contacts Constructo directly to exercise a privacy right, we will forward the request to you as described in the DPA.

11. Third-party services

11.1 Service providers. The Service is built on third-party infrastructure (hosting, database, email transmission, billing, abuse prevention) identified in the Privacy Policy and the DPA's subprocessor list.

11.2 Browser-contacted services. Certain features — such as address autocompletion — cause your browser (or your users' browsers) to communicate directly with third-party services identified in the Privacy Policy. Those services are not operated by Constructo, and their handling of the requests they receive is governed by their own terms.

11.3 Payment pages. Billing pages are hosted by our payment processor and are governed by its terms and privacy policy.

12. Term, suspension, and termination

12.1 Term. These Terms apply from your first use of the Service and continue while you maintain an account.

12.2 Suspension. Constructo may suspend your account, in whole or in part, where we reasonably believe it is necessary to address (a) a material breach of these Terms, including Sections 8 and 9; (b) a security risk to the Service or other customers; (c) unlawful activity; or (d) non-payment. During suspension, no user of your firm — including your clients — can access the account. We will use reasonable efforts to notify you and to limit suspension to what the circumstances require. Suspension is a gate, not a deletion: your data is preserved.

12.3 Termination and its effect. Either party may terminate for material breach if the breach is not cured within 30 days of written notice. Constructo may also terminate with at least 60 days' notice if we discontinue the Service. Upon termination or expiration of your subscription: (a) your right to use work-advancing features ends; (b) your records, project history, and document export remain available to you as described in Section 3.4 unless your account is terminated for breach; and (c) you may request deletion of your data as provided in the DPA, which Constructo will honor within the timeframe stated there.

12.4 Survival. Sections that by their nature should survive — including 4.3, 5, 8.2, 8.3, and 13 through 18 — survive termination.

13. Intellectual property

13.1 Constructo and its licensors own the Service, including its software, design, and documentation. No rights are granted except as expressly stated in these Terms. "Planlyx" and associated logos are trademarks of Constructo.

13.2 Feedback. If you send us ideas or suggestions about the Service, we may use them without restriction or obligation to you.

14. Confidentiality

Each party will protect the other's non-public information disclosed in connection with the Service with at least reasonable care, use it only for purposes of the relationship, and not disclose it except to personnel and advisors who need it and are bound to confidentiality, or as required by law (with notice where lawful). Customer Content is your confidential information. This obligation lasts three years after termination, except for trade secrets, which are protected as long as they remain trade secrets.

15. Warranties and disclaimers

15.1 Mutual. Each party warrants that it has the authority to enter into these Terms.

15.2 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." CONSTRUCTO DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. CONSTRUCTO DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT ANY RECORD, DOCUMENT, OR APPROVAL GENERATED THROUGH THE SERVICE WILL HAVE ANY PARTICULAR LEGAL EFFECT OR EVIDENTIARY WEIGHT IN ANY PROCEEDING. THE SERVICE IS A RECORD-KEEPING AND WORKFLOW TOOL, NOT LEGAL ADVICE.

16. Indemnification

16.1 By you. You will defend and indemnify Constructo against third-party claims, and resulting damages, penalties, and reasonable costs, arising from (a) Customer Content; (b) your email sending through the Service, including any violation of the CAN-SPAM Act or other communications laws and any breach of Section 8.3; (c) your relationship with your clients, vendors, or prospects; or (d) your violation of law or of these Terms.

16.2 By us. Constructo will defend and indemnify you against third-party claims that the Service, as provided by us and used as permitted, infringes a U.S. patent, copyright, or trademark, or misappropriates a trade secret — excluding claims arising from Customer Content, combination with things we did not supply, or use in violation of these Terms. If the Service is subject to such a claim, we may modify it, procure rights for you, or terminate the affected portion with a refund of prepaid unused fees.

16.3 Procedure. The indemnified party must give prompt notice, allow the indemnifying party to control the defense, and reasonably cooperate. The indemnifying party may not settle in a way that imposes obligations on the indemnified party without its consent.

17. Limitation of liability

17.1 Cap. EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES YOU PAID TO CONSTRUCTO IN THE TWELVE MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

17.2 Excluded damages. NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUE, OR DATA, EVEN IF ADVISED OF THEIR POSSIBILITY.

17.3 Exceptions. The cap and exclusions do not apply to your payment obligations, your indemnification obligations under Section 16.1, either party's breach of Section 14, or a party's fraud or willful misconduct. Some laws do not allow certain limitations; in those cases, the limitations apply to the fullest extent permitted.

18. Dispute resolution; governing law

18.1 Governing law. These Terms are governed by the laws of the State of Delaware, without regard to conflicts-of-law rules.

18.2 Informal resolution first. Before filing any claim, the complaining party will send a written description of the dispute to the other party (for Constructo: legal@constructo.online) and the parties will attempt in good faith to resolve it for 30 days.

18.3 Binding arbitration. Any dispute not resolved informally will be finally resolved by binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, by a single arbitrator, conducted in English. The arbitration may be conducted by videoconference or, if in person, at a mutually agreed location. Judgment on the award may be entered in any court of competent jurisdiction. Either party may instead bring an individual claim in small-claims court, and either party may seek injunctive relief in court for infringement or misuse of intellectual property or breach of Section 14.

18.4 Class action waiver. ALL DISPUTES WILL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY. NEITHER PARTY WILL PARTICIPATE IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. If this waiver is found unenforceable as to a particular claim, that claim — and only that claim — will proceed in court.

18.5 Opt-out. You may opt out of Sections 18.3 and 18.4 by emailing legal@constructo.online within 30 days of first accepting these Terms, stating your firm name and your intent to opt out.

19. Changes to these Terms

We may update these Terms. For material changes, we will give at least 30 days' notice by email to account Owners or by notice in the Service. Changes take effect at the end of the notice period; your continued use after that constitutes acceptance. If you object to a material change, your remedy is to cancel under Section 3.5 before it takes effect.

20. General

20.1 Notices. Notices to Constructo: legal@constructo.online or Constructo, Inc., 651 N Broad St, Ste. 206, Middletown, DE 19709. Notices to you: the email address of your account Owner(s). Email notice is effective when sent.

20.2 Assignment. You may not assign these Terms without our consent, except to a successor in a merger or sale of substantially all assets, with notice. We may assign these Terms in connection with a merger, acquisition, or sale of assets.

20.3 Entire agreement; order of precedence. These Terms, the DPA, and the Privacy Policy are the entire agreement about the Service and supersede prior discussions. For personal information processed on your behalf, the DPA controls over these Terms.

20.4 Severability; waiver. If a provision is unenforceable, the rest remain in effect. Failure to enforce a provision is not a waiver.

20.5 Force majeure. Neither party is liable for delay or failure caused by events beyond its reasonable control, other than payment obligations.

20.6 Independent contractors. The parties are independent contractors. These Terms create no partnership, agency, or employment relationship.

Questions: legal@constructo.online

Questions about this document: legal@constructo.online