Terms & Conditions

Block & Mortar, Inc.
Last Updated: April 9th, 2026

1. DEFINITIONS

“Affiliate” means any entity that directly or indirectly controls, is controlled by, or is under common control with a party.

“Agreement” means these Terms of Service together with any Order Form.

“Authorized Users” means employees, contractors, or agents authorized by Customer to access the Services.

“Customer,” “you,” or “your” means the individual or entity accessing or using the Services.

“Order Form” means any ordering document, online registration, or subscription agreement referencing this Agreement.

“Services” means the software-as-a-service platform made available by Block and Mortar, Inc. via blockandmortar.ai.

“Customer Data” means all data, content, and materials submitted to the Services by or on behalf of Customer.

2. SCOPE AND STRUCTURE OF AGREEMENT

This Agreement governs Customer’s access to and use of the Services. In the event of a conflict between these Terms and an Order Form, the Order Form shall control solely with respect to the applicable Services.

3. ACCESS AND USE RIGHTS

3.1 License Grant

Subject to the terms of this Agreement, Company grants Customer a limited, non-exclusive, non-transferable, non-sublicensable right during the Term to access and use the Services solely for Customer’s internal business purposes.

3.2 Authorized Users

Customer is responsible for all acts and omissions of its Authorized Users and shall ensure compliance with this Agreement.

3.3 Restrictions

Customer shall not, and shall not permit any third party to:

Reverse engineer, decompile, or otherwise attempt to derive source code
Modify, copy, or create derivative works of the Services
Resell, lease, sublicense, or provide access to the Services to third parties
Use the Services to build a competing product or service
Interfere with or disrupt the integrity or performance of the Services

4. CUSTOMER DATA

4.1 Ownership

As between the parties, Customer retains all right, title, and interest in and to Customer Data.

4.2 License to Company

Customer grants Company a non-exclusive, worldwide, royalty-free license to use, process, store, and transmit Customer Data solely to:

Provide and maintain the Services
Improve and enhance the Services (in anonymized or aggregated form)

4.3 Responsibility

Customer is solely responsible for the accuracy, legality, and appropriateness of Customer Data.

5. AI FUNCTIONALITY DISCLAIMER

The Services may include AI-generated outputs, insights, or recommendations.

Customer acknowledges and agrees that:

Outputs are probabilistic and may be incomplete or inaccurate
Outputs do not constitute professional advice (including legal, financial, engineering, or investment advice)
Customer is solely responsible for verifying outputs prior to reliance

Company disclaims all liability arising from Customer’s use of AI-generated outputs.

6. FEES AND PAYMENT

6.1 Fees

Customer shall pay all fees specified in the applicable Order Form.

6.2 Billing and Payment

Fees are invoiced in advance and are non-cancelable and non-refundable except as required by law
Payment terms are net 30 days unless otherwise specified

6.3 Suspension

Company may suspend access to the Services upon written notice for overdue payments.

7. CONFIDENTIALITY

7.1 Definition

“Confidential Information” means non-public information disclosed by one party to the other that is designated as confidential or reasonably should be understood as confidential.

7.2 Obligations

The receiving party shall:

Use Confidential Information solely to perform under this Agreement
Not disclose Confidential Information except to personnel with a need to know
Protect Confidential Information using reasonable care

7.3 Exclusions

Confidential Information excludes information that:

Is publicly available without breach
Was known prior to disclosure
Is independently developed

8. INTELLECTUAL PROPERTY

Company retains all right, title, and interest in and to:

The Services
All underlying software, models, algorithms, and documentation

No rights are granted except as expressly set forth in this Agreement.

9. THIRD-PARTY SERVICES

The Services may integrate with third-party systems or data sources. Company is not responsible for:

Third-party availability or performance
Third-party data accuracy or security

10. WARRANTIES AND DISCLAIMERS

10.1 Mutual Warranty

Each party represents that it has the authority to enter into this Agreement.

10.2 Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE.”

COMPANY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING:

MERCHANTABILITY
FITNESS FOR A PARTICULAR PURPOSE
NON-INFRINGEMENT

Company does not warrant that the Services will be uninterrupted, error-free, or secure.

11. INDEMNIFICATION

11.1 By Customer

Customer shall indemnify, defend, and hold harmless Company from and against any claims arising out of:

Customer Data
Customer’s use of the Services in violation of this Agreement

11.2 By Company

Company shall defend Customer against claims that the Services infringe third-party intellectual property rights, and shall indemnify Customer for damages awarded, provided that Customer:

Promptly notifies Company
Provides reasonable cooperation
Allows Company sole control of defense and settlement

Company may, at its option:

Modify the Services
Replace the Services
Terminate access and refund prepaid unused fees

12. LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW:

12.1 Exclusion of Damages

NEITHER PARTY SHALL BE LIABLE FOR:

INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES
LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITY

12.2 Cap on Liability

COMPANY’S TOTAL LIABILITY SHALL NOT EXCEED THE FEES PAID BY CUSTOMER IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

13. TERM AND TERMINATION

13.1 Term

This Agreement begins upon acceptance and continues for the duration of any active subscription.

13.2 Termination for Cause

Either party may terminate for material breach if not cured within 30 days of notice.

13.3 Effect of Termination

Upon termination:

Customer’s access rights terminate immediately
Customer Data may be deleted in accordance with Company policies

14. GOVERNING LAW AND DISPUTE RESOLUTION

This Agreement is governed by the laws of the State of Delaware, without regard to conflict of laws principles.

Any dispute shall be resolved by binding arbitration in Delaware under the rules of the American Arbitration Association.

Each party waives the right to a jury trial and to participate in class actions.

15. GENERAL PROVISIONS

15.1 Assignment

Customer may not assign this Agreement without prior written consent, except in connection with a merger or sale of substantially all assets.

15.2 Force Majeure

Neither party shall be liable for failure to perform due to events beyond reasonable control.

15.3 Entire Agreement

This Agreement constitutes the entire agreement between the parties and supersedes all prior agreements.

15.4 Amendments

Company may update these Terms from time to time. Continued use constitutes acceptance.

16. CONTACT

Block & Mortar, Inc.
Email: legal@blockandmortar.ai
Website: https://www.blockandmortar.ai