Terms of Use and End User License Agreement
CoLateral AI is an engineering workspace software product. It is designed to help users organize, create, review, draft, calculate, and manage engineering-related work more efficiently. CoLateral AI does not provide professional engineering services. It does not replace engineering judgment, professional review, code compliance review, project-specific verification, or the responsibility of a licensed professional where required.
1. Acceptance of Terms
By accessing, downloading, installing, purchasing, or using CoLateral AI, including any related websites, applications, desktop applications, tools, features, files, exports, or software components, you agree to be bound by these Terms of Use and End User License Agreement.
If you do not agree to these Terms, do not use CoLateral AI.
These Terms apply to all users of the Product, including individuals, companies, engineering firms, engineers, engineering interns, students, educators, technologists, designers, contractors, consultants, and organizations.
2. The Product
CoLateral AI is a software product intended to support engineering-related workflows. It may include tools for document organization, drafting, calculations, visual workspaces, AI-assisted writing, project review, drawing support, schedules, exports, and other productivity features.
CoLateral AI is not an engineering firm, consultant, licensed professional, authority having jurisdiction, code official, or professional reviewer.
The Product is provided as a tool to assist users. It does not independently verify, approve, certify, stamp, seal, or guarantee any engineering decision, calculation, drawing, design, document, report, model, schedule, or deliverable.
3. User Responsibility
You are responsible for how you use CoLateral AI.
You agree that:
- You will use the Product only for lawful purposes.
- You are responsible for determining whether the Product is appropriate for your intended use.
- You are responsible for checking all inputs, assumptions, dimensions, units, loads, materials, calculations, notes, references, drawings, details, outputs, and exports.
- You will not rely on CoLateral AI as the sole basis for real-world engineering decisions, construction decisions, fabrication decisions, procurement decisions, safety-critical decisions, permit submissions, or professional deliverables.
- Where required by law, contract, regulation, professional standards, or project requirements, all engineering work must be reviewed and approved by a properly qualified and licensed professional.
- You remain solely responsible for compliance with applicable codes, standards, regulations, project requirements, professional obligations, and workplace requirements.
4. Engineering Tools and Professional Review
Some CoLateral AI tools may relate to engineering calculations, drawings, structural layouts, design checks, code references, schedules, reports, or project documentation.
These tools are intended to assist with workflow, drafting, organization, and preliminary review. They are not a substitute for independent engineering analysis, professional judgment, or licensed professional review.
Any output from an engineering-related tool must be independently verified before being used for design, construction, fabrication, procurement, permitting, client submissions, regulatory submissions, or any safety-related purpose.
CoLateral AI does not guarantee that any output is accurate, complete, current, safe, constructible, code-compliant, or suitable for any particular project or jurisdiction.
5. AI and Automation Limitations
CoLateral AI may use artificial intelligence, automation, templates, calculations, software logic, third-party systems, or user-provided information to generate or assist with outputs.
AI-generated and software-generated outputs may contain errors, omissions, outdated information, incorrect assumptions, incorrect code references, formatting issues, hallucinations, or unsuitable recommendations.
You are responsible for reviewing and verifying all outputs before relying on them.
CoLateral AI does not guarantee:
- The accuracy, completeness, reliability, or suitability of any output.
- Compliance with any building code, engineering standard, regulation, contract, authority having jurisdiction, or project requirement.
- That the Product will detect all errors, conflicts, omissions, unsafe conditions, or non-compliant information.
- That any output is appropriate for professional use without independent review.
Where you connect the Product to an AI assistant, coding agent, orchestration feature, or connector of your own choosing, the additional terms in Section 6 apply.
6. Connected AI Assistants, Agents, Orchestration, and Connectors
CoLateral AI lets you connect the Product to AI assistants, coding agents, command-line tools, orchestration features, and connectors that you choose. This includes, without limitation, Anthropic Claude and Claude Code, OpenAI ChatGPT and the Codex CLI, other AI models and providers, agent terminals, model context protocol servers, file and cloud connectors, and any other integration the Product exposes now or in the future (each a "Connected AI Service").
Connecting a Connected AI Service is entirely optional. The Product is designed to be fully usable without one. The bottom command bar can run as a plain local keyword search and command bar that matches tools and cards on your own device, with no AI assistant, no agent, and no transmission of your work to any AI provider. You can select that mode at any time in Account and Settings under Orchestrator, and you can disconnect, disable, or remove any Connected AI Service at any time. Nothing in the Product requires an engineering firm, an engineer, or any other user to adopt AI assistants, agents, or orchestration.
If you choose to connect one, you should understand what that choice does:
- Prompts, instructions, file paths, file contents, drawings, calculations, model inputs and outputs, project data, client information, canvas contents, terminal input and output, and any other material the Connected AI Service is given or is able to read may be transmitted to, processed by, and retained by that third party, on their systems, under their terms, in their jurisdictions.
- An agent or orchestration feature may act with the permissions you grant it, including reading directories, opening and editing files, running commands, calling connectors, and passing your material between services and between agents.
- What a Connected AI Service does with your material, how long it keeps it, whether it uses it for model training, who can access it, and how it secures it are governed by that provider's own terms, privacy policy, subscription plan, and account settings, not by CoLateral AI. You are responsible for reading them and for configuring your own account with that provider.
- CoLateral AI does not control, monitor, audit, filter, guarantee, or take responsibility for a Connected AI Service, its outputs, its availability, its security, its retention practices, or its handling of your material.
You are solely responsible for deciding whether connecting a Connected AI Service is permitted and appropriate for your work, and for obtaining any approval required before you do so. That includes confidentiality obligations, non-disclosure agreements, client instructions, prime and sub-consultant agreements, procurement and security requirements, insurance and professional liability requirements, export control and privacy laws, regulator and licensing body requirements, employer and workplace policies, and any restriction on where data may be stored or processed.
You assume all risk and all liability arising from your use of Connected AI Services with the Product. To the fullest extent permitted by applicable law, and without limiting any other provision of these Terms, you accept sole responsibility for any disclosure, leak, exposure, interception, unauthorized access, loss, corruption, retention, onward transmission, or misuse of any information, project data, calculation, drawing, document, credential, or client material that results from your decision to connect, enable, configure, or use a Connected AI Service, an agent, an orchestration feature, or a connector, and for any consequence of that disclosure, including breach of contract, breach of confidence, professional discipline, regulatory penalty, reputational harm, and third-party claims.
This allocation of risk is a condition of making these optional integrations available to you at all, and it applies whether the exposure occurs through the Connected AI Service, through a connector, through an agent acting on your instructions, through your own configuration or credentials, or through the transmission itself.
Choosing a business or enterprise plan does not move that risk to CoLateral AI. The business and enterprise tiers of the major providers add commitments that consumer tiers may not, such as not training on your content, a data processing addendum, defined retention periods, regional processing, and in some cases zero data retention by agreement. Section 6.1 of the Privacy Policy summarizes those tiers as a starting point for your own diligence. Those commitments are made by the provider to you, are governed by your contract with them, can change without notice to CoLateral AI, and are not warranted, verified, adopted, or enforceable against CoLateral AI. Selecting the right plan for the material you send, and confirming its terms and its data residency with the provider, is your responsibility.
Where the Product connects to a provider using OAuth, you authorize that connection yourself, in the provider's own sign-in, at the scopes shown to you. You are responsible for which account or tenant you authorize and for what those scopes expose to the Product and to any agent you run through it. Access tokens are held on your own device and can be withdrawn at any time in the Product or revoked in the provider's own administration. CoLateral AI is not responsible for permissions you grant, for material reachable through them, or for the acts of a provider or connector once a connection is authorized.
By enabling, connecting, or using a Connected AI Service in the Product, you represent that you have the authority to do so, that you have read and accepted these Terms and the Privacy Policy, that you have read and accepted the terms of the provider you are connecting to, and that you accept the responsibility and liability described in this section.
The Product presents a one-time notice the first time you enable an agent, an orchestration feature, or another Connected AI Service, pointing you to these Terms and the Privacy Policy before that first connection is made. That notice is a courtesy reminder. It does not limit, replace, or reduce these Terms, and dismissing, disabling, or never seeing it does not remove your acceptance of them or your responsibility under this section.
7. License to Use the Product
Subject to these Terms and any payment requirements, CoLateral AI grants you a limited, non-exclusive, non-transferable, revocable license to use the Product for your own internal, educational, business, or professional workflow purposes.
You may not:
- Copy, resell, sublicense, distribute, or commercially exploit the Product except as expressly permitted.
- Reverse engineer, decompile, scrape, modify, or attempt to extract the source code or underlying systems of the Product.
- Bypass license controls, payment requirements, technical restrictions, usage limits, or security features.
- Use the Product to create a competing product or service.
- Use the Product in a way that infringes intellectual property rights or violates applicable law.
8. Subscriptions, Payments, and Refunds
CoLateral AI may offer recurring subscriptions, firm licences, one-time purchases, or separately priced features. The plan, billing interval, included access, and price presented when you order govern your purchase.
A recurring subscription renews at the interval disclosed when you subscribe until it is cancelled. You may cancel through any customer billing portal made available to you or by contacting us through the CoLateral contact form. Unless required otherwise by applicable law or stated at purchase, cancellation takes effect at the end of the current paid billing period.
Your plan does not automatically include future premium modules, optional cloud features, third-party AI usage, paid integrations, enterprise features, or separately priced products unless expressly stated.
Prices, packaging, licensing options, features, and availability may change over time.
Refund eligibility, if any, will be stated at the time of purchase or in the applicable refund policy. Nothing in these Terms limits any refund, cancellation, or consumer rights that cannot legally be limited.
9. User Content and Project Data
You retain ownership of the files, drawings, documents, data, prompts, images, project information, and other materials you upload, enter, import, or create using CoLateral AI.
By using the Product, you grant CoLateral AI a limited, non-exclusive license to process, display, store, transform, export, and transmit your content only as needed to provide, maintain, secure, troubleshoot, and improve the Product, subject to the Privacy Policy.
You represent that you have the rights, permissions, and authority required to upload, process, or use any content in CoLateral AI.
You agree not to upload confidential, proprietary, personal, regulated, client-owned, or sensitive information unless you have the right and permission to do so.
You are responsible for complying with confidentiality obligations, non-disclosure agreements, client requirements, workplace policies, privacy laws, and professional obligations that apply to your content.
10. Privacy
Your use of CoLateral AI is also governed by the Privacy Policy, which is incorporated into these Terms by reference.
The Privacy Policy explains what information is collected, how it is used, how long it is retained, how it is stored, which third-party providers are involved, and how you can contact CoLateral AI about privacy questions.
You agree not to use the Product in a way that violates privacy laws or the privacy rights of others.
11. Account and Device Security
You are responsible for maintaining the security of your account, device, files, credentials, license keys, and access to the Product.
You are responsible for activity that occurs through your account or licensed copy of the Product, except to the extent caused by CoLateral AI's own unauthorized conduct.
You agree to promptly report suspected unauthorized access, security issues, unexpected outputs, or misuse of the Product.
12. Prohibited Uses
You agree not to:
- Use the Product for unlawful, fraudulent, harmful, misleading, or unauthorized purposes.
- Represent that CoLateral AI has approved, stamped, sealed, certified, or professionally reviewed any engineering work.
- Use CoLateral AI as the sole basis for real-world engineering decisions, safety-critical decisions, construction work, permit submissions, professional submissions, or code compliance decisions.
- Misrepresent your qualifications, licensing status, authority, or professional role.
- Upload malicious code, infringing content, unlawful content, or content you do not have the right to use.
- Interfere with, overload, disrupt, scrape, reverse engineer, or misuse the Product.
- Bypass security features, access controls, usage limits, payment systems, or license controls.
- Use the Product in a way that violates applicable laws, codes, standards, regulations, professional obligations, intellectual property rights, privacy rights, or third-party rights.
13. Intellectual Property
CoLateral AI, including its software, interfaces, workflows, branding, logos, designs, source code, prompts, templates, systems, features, and related materials, is owned by CoLateral AI or its licensors.
Except for the limited license granted under these Terms, no ownership rights in CoLateral AI are transferred to you.
You retain ownership of your own uploaded content, project data, and user-created files.
14. Feedback
If you provide ideas, suggestions, comments, bug reports, feature requests, or other feedback about CoLateral AI, you grant CoLateral AI the right to use that feedback without restriction or compensation.
This does not transfer ownership of your project files, engineering documents, client data, or uploaded content.
15. Third-Party Services
CoLateral AI may use or integrate with third-party software, libraries, hosting providers, authentication providers, payment processors, AI providers, storage providers, or other third-party systems.
Third-party services may be subject to their own terms, privacy policies, limits, outages, fees, or data practices.
CoLateral AI is not responsible for third-party services except to the extent required by applicable law.
AI assistants, coding agents, and connectors that you choose to connect are third-party services, and Section 6 governs them in addition to this section.
16. Product Availability and Changes
CoLateral AI may be updated, modified, improved, suspended, discontinued, limited, or changed over time.
Features may be local-only, cloud-based, desktop-based, or subject to change.
CoLateral AI does not guarantee that the Product will be uninterrupted, error-free, secure, compatible with every device, compatible with every file type, or available at all times.
17. Disclaimer of Warranties
To the fullest extent permitted by applicable law, CoLateral AI is provided "as is" and "as available," without warranties of any kind, whether express, implied, statutory, or otherwise.
CoLateral AI disclaims all warranties, including warranties of merchantability, fitness for a particular purpose, non-infringement, accuracy, reliability, availability, security, compatibility, and suitability for engineering, professional, regulatory, construction, or safety-critical use.
Some jurisdictions do not allow the exclusion of certain warranties, so some exclusions may not apply to you.
18. Limitation of Liability
To the fullest extent permitted by applicable law, CoLateral AI and its owners, developers, contractors, affiliates, service providers, licensors, and representatives shall not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including loss of profits, loss of revenue, loss of data, loss of goodwill, business interruption, engineering errors, design errors, project failures, construction issues, regulatory non-compliance, professional discipline, property damage, personal injury, or other losses arising out of or related to your use of the Product.
To the fullest extent permitted by applicable law, CoLateral AI's total liability for any claim arising out of or related to the Product shall not exceed the greater of:
- The amount you paid to CoLateral AI for the Product in the twelve months before the claim arose; or
- One hundred Canadian dollars (CAD $100).
Nothing in these Terms limits liability that cannot legally be limited under applicable law.
19. Indemnification
You agree to indemnify, defend, and hold harmless CoLateral AI and its owners, developers, contractors, affiliates, service providers, licensors, and representatives from and against any claims, losses, liabilities, damages, costs, and expenses, including reasonable legal fees, arising out of or related to:
- Your use or misuse of the Product.
- Your violation of these Terms.
- Your violation of applicable laws, codes, standards, regulations, professional obligations, or third-party rights.
- Your uploaded content, project data, documents, or outputs.
- Your reliance on, review of, approval of, submission of, or use of any output generated or assisted by the Product.
- Your decision to connect, enable, configure, or use any Connected AI Service, agent, orchestration feature, or connector as described in Section 6, including any disclosure or exposure of information that results from it.
20. Termination
CoLateral AI may suspend or terminate your access to the Product if it reasonably believes you have violated these Terms, misused the Product, created security risk, infringed third-party rights, failed to pay required fees, or used the Product unlawfully.
You may stop using the Product at any time.
Sections relating to user responsibility, engineering tools, AI limitations, connected AI services and assumption of risk, user content, intellectual property, disclaimers, limitation of liability, indemnification, governing law, severability, and any provisions that by their nature should survive termination shall survive termination.
21. Updates to These Terms
CoLateral AI may update these Terms from time to time.
When material changes are made, CoLateral AI will make reasonable efforts to notify users, such as by posting updated Terms, updating the "Last Updated" date, or providing notice within the Product.
Continued use of the Product after updated Terms are posted means you accept the updated Terms.
22. Governing Law
These Terms are governed by the laws of the Province of Ontario and the federal laws of Canada applicable therein, without regard to conflict of law principles.
Subject to applicable law, any disputes arising out of or related to these Terms or the Product shall be resolved in the courts of Ontario.
23. Severability
If any provision of these Terms is found to be invalid, unlawful, or unenforceable, the remaining provisions will remain in full force and effect.
The invalid or unenforceable provision will be interpreted or replaced to the extent necessary to make it valid and enforceable while preserving its intended effect as closely as possible.
24. Entire Agreement
These Terms, together with the Privacy Policy and any additional terms shown at the time of purchase or use of a specific feature, form the entire agreement between you and CoLateral AI regarding the Product.
25. Contact
Questions about these Terms may be sent to:
Legal notices may be sent to:
Privacy questions may be sent to: