Terms of Service

1. Acceptance of Terms

By accessing or using SubLien ("Service"), operated by SubLien LLC ("Company," "we," "us"), you agree to be bound by these Terms of Service ("Terms"). If you do not agree, do not use the Service. These Terms apply to all users, including general contractors, subcontractors, vendors, and any other parties accessing the platform.

2. Description of Service

SubLien provides a cloud-based platform for managing construction lien waivers and certificates of insurance (COI) workflows. Features include lien waiver generation for states with statutory requirements and customizable templates for other states, electronic signature collection, COI screening against configured coverage thresholds, ACORD 25 form parsing, and integration with third-party construction management platforms including Procore.

3. Accounts and Registration

You must provide accurate, complete information when creating an account. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. You must notify us immediately of any unauthorized use. We reserve the right to suspend or terminate accounts that violate these Terms.

4. Electronic Signatures

The Service facilitates electronic signatures in compliance with the Electronic Signatures in Global and National Commerce Act (ESIGN Act, 15 U.S.C. §7001 et seq.) and the Uniform Electronic Transactions Act (UETA). By using the electronic signature features, you consent to conducting transactions electronically and acknowledge that electronic signatures carry the same legal weight as handwritten signatures.

You may withdraw your consent to electronic signatures at any time by contacting us at legal@sublien.com. Withdrawal of consent does not affect the validity of signatures already executed. After withdrawal, documents requiring your signature will be provided in paper form via mail to the address on file.

5. Lien Waiver Compliance

SubLien provides tools to help manage lien waiver compliance workflows. For states with mandatory prescribed forms (including but not limited to Arizona, California, Florida, Georgia, Michigan, Mississippi, Missouri, Nevada, Texas, Utah, and Wyoming), templates follow the statutory language as closely as commercially practicable. SubLien does not provide legal advice. Users are responsible for verifying compliance with applicable laws and ensuring that any document meets the legal requirements of their jurisdiction.

Certain states (Mississippi, Wyoming) require notarization of lien waivers. The Service facilitates the notarization workflow by enabling document download and upload, but does not provide notarization services.

6. COI Compliance

The COI tracking features are designed to assist with insurance compliance monitoring. Automated parsing (OCR) of ACORD 25 and similar forms may contain errors. You are responsible for verifying the accuracy of parsed data and for making final compliance determinations. SubLien is not an insurance broker, agent, or advisor.

A certificate of insurance is not the insurance policy itself and does not amend, extend, or alter coverage. References in a certificate to certificate holder status, additional insured status, waiver of subrogation, primary and non-contributory wording, or similar terms do not by themselves guarantee that such rights exist. The underlying policy and endorsements control. Any "compliant" or similar status shown in the Service reflects configured workflow rules, uploaded documents, and recorded review steps, not a legal or insurance coverage opinion.

7. Subscription and Billing

Paid plans are billed monthly at the rates published on our pricing page. All fees are non-refundable except as required by law. We reserve the right to change pricing with 30 days' notice. You may cancel your subscription at any time; cancellation takes effect at the end of the current billing period. No annual contracts or setup fees are required.

8. Data and Content

You retain ownership of all data and documents you upload or create through the Service ("Your Content"). You grant SubLien a limited, non-exclusive license to store, process, and transmit Your Content solely to provide the Service. We will not sell, share, or use Your Content for purposes unrelated to the Service.

9. Document Retention

Signed lien waivers and associated audit trails are retained in accordance with applicable state lien waiver and insurance requirements. You may request export of your data at any time during your subscription. Upon account termination, data is retained for a reasonable period to allow for data export before deletion. Contact legal@sublien.com to request an export.

Signed lien waiver documents and associated audit trails are retained for a minimum of 10 years to support statute of limitations requirements across all US states. COI documents are retained for 3 years after expiry. Account data is deleted within 90 days of account closure upon request.

10. Prohibited Uses

You agree not to: (a) use the Service for any unlawful purpose; (b) attempt to gain unauthorized access to the Service or its systems; (c) interfere with other users' use of the Service; (d) submit false or misleading information; (e) use the Service to generate fraudulent lien waivers or insurance certificates; (f) reverse engineer, decompile, or disassemble any part of the Service.

11. Third-Party Integrations

The Service may integrate with third-party platforms including Procore. Your use of those platforms is governed by their respective terms of service. SubLien is not responsible for the availability, accuracy, or policies of third-party services. Integration requires authorization through OAuth or similar secure protocols.

12. Data Breach Notification

In the event of a data breach affecting your information, we will notify affected users within the timeframe required by applicable law.

13. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SUBLIEN LLC SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, DATA, OR BUSINESS OPPORTUNITIES, ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE. OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

14. Disclaimer of Warranties

THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. SUBLIEN DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR THAT DEFECTS WILL BE CORRECTED. SUBLIEN IS NOT A LAW FIRM AND DOES NOT PROVIDE LEGAL ADVICE.

15. Indemnification

You agree to indemnify and hold harmless SubLien LLC, its officers, directors, employees, and agents from any claims, damages, losses, or expenses (including reasonable attorneys' fees) arising from your use of the Service, your violation of these Terms, or your violation of any third-party rights.

16. Governing Law and Disputes

These Terms are governed by the laws of the State of Delaware, without regard to conflict of law provisions. Any disputes shall be resolved through binding arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules. The arbitration shall take place in Delaware. Each party bears its own costs. Class action waivers apply to the fullest extent permitted by law.

17. Changes to Terms

We may modify these Terms at any time. Material changes will be communicated via email or in-app notification at least 30 days before taking effect. Continued use of the Service after changes constitutes acceptance of the updated Terms.

18. Contact

For questions about these Terms, contact us at:

SubLien LLC
Email: legal@sublien.com