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 or our website materials. These Terms apply to account use, certificate-of-insurance and W-9 uploads through customer request links, and job-finished reports. Section 23 applies to anyone who views our website at sublien.com or downloads the free forms and other materials published on it, with or without an account. For a person using only a signing link, the exact separately accepted SubLien Signer Terms govern the signing service; later website revisions do not amend that accepted agreement.

Every person with an account must personally accept the current Terms and Privacy Policy before using the workspace; one user cannot accept them for another. If your organization chooses to use the SubLien lien-waiver library, one ordinary owner or administrator must also record the organization-level approval of the current SubLien-provided template publication described in section 5. Personal Terms acceptance is required for workspace access. Organization template approval is required only to use the SubLien library; your own documents and other workspace features do not require that library approval. If the Terms or Privacy Policy change, each user must accept the current version. Template-publication changes have their own renewed organization-approval process under section 5.

Most users have an account with us. Some do not: if you reached the Service through a link a customer sent you — to sign a lien waiver or other document, upload a completed or notarized waiver or document, upload a certificate of insurance or W-9, or report that a job is finished — you have no account and no subscription with us. On a signing page, or a page for returning a completed or notarized waiver or document, the required checkbox expressly identifies both the Electronic Signature Disclosure and the SubLien Signer Terms, including the limitation of liability, and we store the accepted bundle's version and hash with the signing evidence. On a certificate of insurance or W-9 upload page, a required checkbox asks you to accept these Terms as they apply to people using a request link, including the limitation of liability, and we store the exact statement, its hash, and the Terms version with the upload record. Because you pay us nothing, our liability to you is capped as described in section 14, the jury-trial and class-action waivers in section 17 do not apply to you, and nothing in these Terms limits any right you have against the contractor, owner, insurer, or surety you are actually dealing with.

2. Description of Service

SubLien provides a cloud-based platform for managing construction subcontractor-compliance workflows. Features include lien waiver templates and customer-uploaded lien-waiver forms with placed fields; electronic signature collection for lien waivers and other vendor documents, including vendor-then-general-contractor countersignature; collection of notarized documents for your review; storage and requests for general vendor documents, including from reusable document templates; COI comparison against customer-configured coverage thresholds; AI-assisted parsing of ACORD 25 and related insurance documents; W-9 status tracking and file storage; automated reminder emails to your vendors; in-app and email notifications; a workspace audit log that owners and administrators can view and export; compliance and evidence exports; a public verification page for lien waivers signed through the Service; and business-data integration with third-party platforms including Procore and Intuit QuickBooks Online. The Service is available through the web application and the Procore side panel, and through any SubLien mobile app we make available.

SubLien is a workflow automation and recordkeeping tool. It does not replace professional legal, insurance, accounting, tax, or construction compliance advice. Your use of SubLien does not create an attorney-client relationship. You are responsible for reviewing all project, vendor, contract, PO, invoice, payment application, payment period, amount, property, owner, lien waiver, COI, and billing information for accuracy before sending, signing, accepting, exporting, or relying on any document or status shown in the Service.

SubLien does not determine which form is appropriate for your transaction. Your organization is responsible for choosing and using forms that fit its project. SubLien does not determine whether a lien waiver is enforceable, whether a COI creates coverage, whether a W-9 is tax-compliant, or whether a payment may legally be released.

The Procore and Intuit QuickBooks Online connections read authorized business records into SubLien. SubLien does not modify QuickBooks accounting records, or Procore project, vendor, commitment, invoice or other financial records. If your organization turns them on, SubLien makes two optional writes to Procore: it files each signed or accepted lien-waiver document in the project's Documents tool, and it creates or updates the vendor's insurance records in the Procore company Directory from certificates of insurance your reviewer has reviewed, including the status your reviewer recorded, and marks those records expired when the recorded expiration date passes. Those records reflect your organization's own review, not a determination by SubLien. An owner or administrator can turn either write-back off in Settings; turning it off or disconnecting does not delete records already written to Procore. Technical OAuth grants and Procore webhook registrations may be created or removed solely to operate or disconnect those integrations.

3. Accounts and Registration

Accounts are set up by us after a purchase arranged through a demo, or by invitation from an existing account; we do not offer self-serve sign-up. You must keep the information in your account accurate and complete. You are responsible for maintaining the confidentiality of your account credentials and for all activities under your account. If you turn on two-step sign-in, or your organization requires it, you are responsible for safeguarding your authenticator device, passkeys, and recovery codes. You must notify us immediately of any unauthorized use. We reserve the right to suspend or terminate accounts that violate these Terms.

Organization roles carry authority. Owners and administrators are responsible for assigning and monitoring roles and for inviting only people authorized to make the acknowledgments and take the actions their access requires. Every account user must personally accept the Terms and Privacy Policy described in section 1. Only an ordinary owner or administrator may record the organization template approval described in section 5; a member, the SubLien support account, or a temporary support-access administrator cannot record it. The SubLien support account (support@sublien.com) is an administrator of every organization, as described in the Privacy Policy, section 4, and Sublien LLC removes it at the organization's request. Sublien LLC may rely on each recorded action as the act of the named user for the organization identified in that record. Owners and administrators can delete individual records as described in section 10, and your organization is responsible for the deletions its own owners and administrators make. Owners and administrators are also responsible for removing or changing access when a person's authority ends; only an owner can transfer ownership.

4. Electronic Signatures

The Service facilitates electronic signature workflows designed to support 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 can carry the same legal weight as handwritten signatures when applicable legal requirements are satisfied.

Before signing or submitting a completed lien waiver or other requested document, every signer, including a general contractor user countersigning a vendor document, is shown an Electronic Signature Disclosure and the SubLien Signer Terms. The disclosure states the right to receive the document in paper form, how to withdraw consent, the browser required to view and sign, that SubLien stores a downloadable copy and attempts to email it or a notice that it is available, what evidence is recorded, and how long the record is retained. The Signer Terms identify SubLien's limited role and state the limitation of liability applicable to the no-fee signing service. For a signed-in customer user, the Signer Terms apply to the signing act and do not change the section 14 terms that apply to your organization. The combined acceptance bundle is separately versioned, and the version and a hash of its exact text are stored with the signing evidence so the precise wording a signer agreed to can be reproduced later.

Before signing, you may withdraw consent by closing the signing page without signing. To withdraw consent for future electronic-signature transactions, contact us at hello@sublien.com. Withdrawal does not affect the validity of signatures already executed. After withdrawal, future transactions that require your signature may be handled outside the Service by the applicable counterparty using a method they choose.

SubLien records signer identity information, consent (including the disclosure version and hash), timestamps, IP address, approximate geolocation derived from that IP address, device metadata, document hashes, audit events, and signed document exports to support attribution and retention. Each signer confirms access to the email address the request was sent to by entering a one-time code; a general contractor countersigner signs from their assigned account and confirms their current password. Lien waivers signed through the Service also carry an embedded document seal and an RFC 3161 timestamp from a third-party timestamp authority and can be looked up on our verification page; other vendor documents carry an attached signature-record page and a hash-linked event record. These records are evidence of the workflow performed in SubLien, not determinations of identity, authority, or legal validity, and they are not a guarantee that any document will be enforced by a court or accepted by a third party.

For a lien waiver or document your organization marks as requiring notarization, the Service collects no electronic signature: the signer downloads it, signs before a notary, and uploads it, and an owner or administrator of your organization reviews and accepts it or asks for a correction. The Service does not provide notarization, authenticate a notary, or decide whether notarization is required or sufficient.

5. Lien Waiver Compliance

SubLien provides tools to help manage lien waiver workflows. For states that prescribe a lien-waiver form (currently Arizona, California, Florida, Georgia, Massachusetts, Michigan, Mississippi, Nevada, Texas, Utah, and Wyoming) and other states with state-specific rules, SubLien may provide system templates and state-aware workflow prompts. These templates are not legal advice, are not legal opinions, and are not guaranteed to be valid, complete, enforceable, or suitable for your project, contract, payment, jurisdiction, or role.

You may upload your own PDF lien-waiver documents, classify them for any states and waiver types you choose (classification only sorts and pre-selects forms), and place fields for automatic filling, vendor entry, and signing. Your organization is responsible for the wording, classification, field placement, execution requirements and suitability of those documents, and for reviewing the filled document before sending. SubLien does not approve customer documents or determine their legal effect. Customer documents do not require approval of the SubLien library, and SubLien's state-specific rules for its own library forms do not apply to them. Each sent document retains its exact source, mapped fields and filled values; replacing or archiving a template does not change an existing sent request.

You are solely responsible for confirming that the correct waiver type, claimant, signer authority, contractor/customer, owner, project, property description, jurisdiction, contract/PO, invoice or payment application, amount, through date, payment status, exceptions, and notarization requirements are accurate before a lien waiver is sent, signed, relied upon, or submitted to any third party.

Before your organization uses a SubLien library template, one ordinary organization owner or administrator must separately confirm that they are authorized to make this choice for the organization, that the organization chooses to use the complete current SubLien-provided lien-waiver template publication, and that the organization is responsible for choosing and using each template. SubLien does not provide legal advice and recommends having a lawyer review the templates. Approvals recorded under the earlier approval statement remain valid for the publication they approved. A member, the SubLien support account, or a temporary support-access administrator cannot make this approval. The approval applies to the organization and complete publication, not to one person, template, or send. Whenever SubLien publishes a new template-set revision because any template wording, source or citation record, metadata, set membership, version, hash, or publication identity changed, the Service shows an owner or administrator a factual summary of what changed and requires a new organization approval before any user creates or sends another waiver using the SubLien library. Customer documents and existing sent requests remain available.

For each personal Terms acceptance and organization template-publication approval, SubLien permanently records the exact statement accepted; the applicable versions, publication manifest, and cryptographic content hashes; an immutable downloadable copy of the exact Terms-and-Privacy publication accepted or complete template-set PDF approved; the change summary shown for a renewed template approval; snapshots of the acting user, email address, organization, and role; the time, IP address, and browser record; and, when a prior hardened event exists in the same sequence, its evidence hash. These records and archived publication files cannot be edited or deleted through the Service and survive deletion of the user account or organization. They are evidence of the recorded acts, not a legal opinion or a guarantee that a template is valid, complete, enforceable, suitable for a transaction, or immune from challenge or litigation. Your organization remains responsible for selecting and using a form for each transaction. Sublien LLC provides software and recordkeeping tools, not legal advice, and an approval record does not prevent a claim or lawsuit.

Before a system-template waiver can be sent, SubLien also verifies that the selected template is the current publication of that template, and it records the exact template version and hash used for that waiver. That technical verification does not replace the required organization approval and does not determine whether a template is legally correct or appropriate for a particular transaction.

SubLien's dated Georgia, Mississippi, and Wyoming workflow references use an uploaded-completion path and can collect signatures and notarial-certificate material selected by your organization. The Service does not provide notarization, authenticate a notary, or decide whether notarization is required or sufficient for your document or facts; your organization makes those decisions.

Automatic reminders follow the Service's schedule. A manual resend of a lien-waiver request is limited to once per 24 hours and three in total for that waiver.

The Service also lets you store files and request files, vendor signatures, vendor-then-general-contractor signatures, or notarized returns for general vendor documents, optionally from reusable templates. Each sent request keeps its own frozen copy; editing a template does not change sent requests. Returned files remain pending until an owner or administrator accepts them, and every prior upload is retained. These general documents are separate from the lien-waiver, COI, and W-9 workflows, and your organization is responsible for their content and legal effect.

6. COI Compliance

The COI tracking features are designed to assist with insurance compliance monitoring. Parsing of ACORD 25 and similar forms is performed by an artificial-intelligence service and may contain errors. AI results only pre-fill fields: your reviewer may change any value and records the final values and decision as your organization's own review. You are responsible for verifying the accuracy of parsed data and for making final compliance determinations. Answers to questions you ask about a certificate, including saved questions, are AI reading aids. They are stored with the certificate and never record or determine coverage or compliance. SubLien is not an insurance broker, agent, or advisor.

That extraction is not performed inside SubLien alone. Insurance certificates and endorsements you upload, and questions you ask about them, are transmitted through Vercel AI Gateway to the AI model providers identified in our Privacy Policy, which process them on our behalf with zero data retention requested and do not use them to train models. W-9 forms are not sent to any AI provider. Where an insurance document belongs to your subcontractor or vendor rather than to you, you confirm that you have the authority to submit it for that processing.

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.

All AI- or machine-assisted outputs in the Service or on our website are advisory only, may be incomplete or incorrect, and do not constitute legal, insurance, financial, or tax advice. When you upload a document to your account, AI-assisted extraction results (for example, parsed COI coverage limits, expiration dates, and endorsement flags) are stored as part of your organization's compliance records, as described in our Privacy Policy. Outputs of any free, public, or unauthenticated tools we may make available are not stored. AI outputs are not a substitute for your own review, and you must not rely on them alone to make compliance, payment, coverage, or contracting decisions.

7. W-9 Tracking

The W-9 features are designed for source-file collection, status tracking, and private file storage. SubLien does not read, extract, validate, or verify W-9 contents and does not send W-9s to an AI provider. The workflow does not provide tax advice, taxpayer identification verification, IRS validation, backup withholding advice, or tax-form approval. You are responsible for reviewing the source form and determining whether a W-9 is required, complete, current, accurate, and acceptable for your tax and accounting obligations.

8. Subscription and Billing

New subscriptions and existing trials. New subscriptions are arranged after a demo and billed monthly or annually in advance, at the cadence stated in your order. We no longer offer new self-serve trials. Trials already granted retain their original terms and deadlines, including any agreed automatic conversion, cancellation rights and vendor limits. Accepting these updated Terms does not restart or shorten an existing trial, change an existing subscription's agreed billing cadence, or authorize an additional charge. Personal Terms and Privacy acceptance remain required; organization template approval is required when using the SubLien library.

When an unpaid free trial expires, you may continue to sign in, view and download your records, and arrange a subscription through a demo. New tracking operations, document requests, reminders and analyses stop. Requests already sent may still be completed through their valid signing or upload links, subject to their existing safeguards and expiration dates. Trial expiration does not delete documents, evidence or history. This trial-expiration rule is separate from the paid-subscription suspension rule below.

New published plans are billed monthly or annually in advance at the rates published on our pricing page or agreed in your order; annual billing is ten times the monthly rate. Access to a new subscription begins once its first payment is confirmed; bank (ACH) payments are confirmed when they clear. Unless your invoice says otherwise, a subscription renews automatically for successive periods of the same length until you cancel. A subscription that began before this version of these Terms took effect keeps its agreed cadence and pricing unless you agree to a change. For any later subscription, your price is fixed for the current billing period, and we may change the price for later renewal periods by giving you at least 30 days' notice before the renewal; if you do not accept the change, cancel before the renewal date. Fees are non-refundable except under the seven-day refund policy below, as separately agreed in writing, or as required by law. You may cancel your subscription at any time — from the billing portal in your account, or by emailing hello@sublien.com; cancellation takes effect at the end of the current billing period, and no further period is charged. Deleting your organization under section 10 also ends the subscription, and the timing differs: we cancel it when the deletion is carried out at the end of that section's notice period, not when it is requested, so a renewal falling inside the notice period may still be charged. New published plans have a one-month or one-year billing period, as stated in your order.

Seven-day refund window. You may request a full refund of your first annual subscription payment, including any tax collected on that payment, for any reason by emailing hello@sublien.com from your account email within seven days (168 hours) after that payment is successfully collected. Include your organization name so we can identify the payment. The time you send the request determines whether it is within the window; our response or processing time does not shorten it. This offer applies once per organization and does not cover monthly subscription payments, renewal payments, later capacity additions, or separately agreed services. Canceling renewal in Settings does not itself request a refund. We return an eligible refund to the original payment method and cancel the refunded subscription and future renewals. Refunds do not automatically delete your records; the access and export provisions below and the retention provisions in section 10 apply. This policy does not limit any refund rights required by law.

Each plan includes the vendor capacity published on our pricing page or agreed in your order. Every active vendor (not archived and not deleted) counts once per organization across all projects, whether tracked or not; archived vendors do not count. Integration suggestions do not count until added. Documents for your vendors, users and projects do not have a count-based allowance. At capacity, you must archive or delete a vendor, or arrange additional capacity, before adding or restoring another vendor. Archiving a vendor frees its slot; restoring an archived vendor requires a free slot. Deleting a vendor removes it from the roster and frees a slot; historical documents and sent-request evidence are retained. The vendor page offers a packet download, including before deletion. Additional capacity requires your agreement; it is not an automatic overage. Reaching capacity does not interrupt existing signing requests, uploads, reminders or access to historical records. Archiving a vendor cancels its open vendor-side requests (unsigned lien waivers, document requests, and certificate of insurance and W-9 upload links) and stops its reminders; archiving is not available while a returned waiver or document is waiting for your review or signature. Archived vendors receive no new requests, and their records remain viewable and downloadable. Previously purchased document-pack records remain retained, and any unused balance is handled with you as part of your transition.

If a renewal payment fails, access continues while the payment is retried, and we notify account owners. If the subscription then becomes unpaid or canceled, or is otherwise not in good standing, access to the Service is suspended until the account is brought current. That suspension is not partial: signing in leads to a billing or demo page rather than to your dashboard, so your own records are not reachable through the application while it lasts; the links the Service issues to your subcontractors for signing and uploading stop working; and automated reminders are paused. Two things are deliberately excluded and stay available throughout: the public verification page, and signed document copies already issued. If you need your records while an account is suspended, email hello@sublien.com and we will provide an export.

All fees are stated and payable in US dollars and are exclusive of any sales, use, excise, value-added, gross-receipts, or similar transaction taxes. You are responsible for those taxes on your purchase of the Service, other than taxes measured by our net income. If we become required to collect a tax we have not previously charged, we will add it to your invoice as a separate line and give the notice described above before the change takes effect; you may instead provide a valid exemption or resale certificate for your jurisdiction.

You are responsible for reviewing billing invoices, receipts, plan details, taxes, and account information for accuracy. Stripe-generated invoices may include a footer reminding customers that SubLien is a workflow automation provider and that customers remain responsible for accuracy review and final compliance decisions.

9. 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.

You represent and warrant that you have the right and authority to upload, submit, approve, send, sign, or rely on Your Content, including signed or notarized lien waivers, COIs, W-9s, contracts, purchase orders, endorsements, logos, and related project or vendor records, and that you have the right to contact, and to have the Service email on your behalf, every vendor, signer, insurance agent, and other recipient you add. You are responsible for ensuring uploaded documents are authentic, current, complete, authorized for the applicable project or transaction, and free of malware or unlawful content.

SubLien may store hashes, metadata, review events, signer evidence, upload attestations, and audit records for Your Content. These records help show what happened in the workflow; they do not prove that a third-party document is authentic, legally sufficient, enforceable, or insurance-effective.

10. Document Retention

Signed lien waivers, W-9 records, COI records, vendor documents, and associated audit trails are retained under the Service schedule described below. You are responsible for deciding, with your legal, insurance, tax, and accounting advisers, what retention period your organization must follow. An owner or administrator of your account can export your organization's data from the Service during your subscription; you can also request an export from us. Ending a subscription does not delete your records. After cancellation, the account owner is emailed an export link valid for 30 days, and you can request a further export at hello@sublien.com. Records are deleted only as described below.

The periods below are minimums, not scheduled deletions: we do not automatically erase records when a period ends, so your records stay available in your account until an owner or administrator deletes them, the account is deleted, or you ask us to delete them. The minimums apply only to records that have not been deleted in one of those ways. Signed lien waiver documents and associated audit trails are retained for a minimum of 10 years. Before deleting an organization that contains signed-document evidence, the Service requires a complete encrypted evidence archive and verifies that archive can be read back; organizations without that evidence may not receive an automatic pre-deletion archive, so export other records before requesting deletion. The Service queues signer-copy email after a signing workflow completes, but delivery can fail or be retried and is not a substitute for downloading your own copy. COI documents are retained for a minimum of 10 years after expiry. W-9 records and vendor documents remain available for as long as the account exists, including after a subscription ends, so that export, deletion, and your own legal or accounting retention obligations remain possible. Account data is deleted within 90 days of a deletion request following account closure, unless retention is legally required.

Deleting individual records. An owner or administrator of your organization, including the SubLien support account, can delete an individual lien waiver in any status, certificate of insurance, W-9 record, or vendor document in the Service. A lien waiver, W-9, or vendor-document deletion is recorded in the workspace audit log with the user who made it, in the same step as the deletion; a certificate deletion is recorded there after it completes, on a best-effort basis. Each deleted evidence entry leaves a record of its identifiers and hashes, and a deleted lien waiver that had been sent or signed leaves the fingerprint record described below, so our verification page can still answer a lookup of a signed one. The deleted record and its stored files are otherwise removed from the live Service; copies can remain in backups until they age out, as described below. We do not take a copy before such a deletion, so download the record, or the vendor packet, first if you may need it.

Deleting your account. You can have your organization and everything in it permanently deleted in either of two ways. The owner of the account can start it in the Service, from Settings; that requires the owner role, re-entering the account password, and typing the organization's exact name. Or you can ask us at hello@sublien.com, and we record the request and carry out the deletion for you. Starting it in the Service deletes nothing straight away: it begins a seven-day notice period. Everyone with owner or administrator access on the account is emailed when the period starts, any of them can cancel it at any point while it runs, and nothing in the account is deleted, disconnected, or cancelled before it ends. If the person who started it is no longer an owner of the account when the period ends, we do not carry the deletion out, and we tell the account's owners and administrators that it was stopped. Once a deletion is carried out it cannot be undone, by you or by us.

What a deletion ends. Carrying out a deletion removes your organization's documents, certificates, waivers, signature evidence, vendors, projects, contracts, account-content records, and stored files, and the user accounts of people whose only organization was that one — except where an account is named in another customer's record of who took an action inside their organization or the person still belongs to another organization on SubLien; those accounts are kept. The permanent acceptance records described in sections 1 and 5 retain snapshots of the user and organization but do not require either account row to remain. Deletion cancels your subscription (section 8), disconnects any Procore and Intuit QuickBooks Online integration, and stops every link the Service has issued to your subcontractors for signing and uploading. The signature records behind our public verification page are deleted with everything else. We keep only a fingerprint record of each lien waiver that was sent or signed, without names, amounts, or other content, so a lookup of a document signed through your account shows only that a SubLien record with that fingerprint existed, when it was signed, and when it was removed from SubLien; the page no longer shows the document, the names on it, or its audit trail. If anyone may need to check one of your signed documents afterwards, give them a copy of it before the notice period ends.

Exporting first is your responsibility. Export the records you want to keep before the notice period ends — an owner or administrator can export them from the Service as described above, and once a deletion has been carried out there is nothing left in the account to export. We do not restore an erased account or reissue its records afterwards. The encrypted archive we make immediately before an erasure exists so that we can show what the erasure covered; it is not a customer backup and it is not used to restore an account.

Unless an applicable retention obligation requires otherwise, deletion removes records from the live Service. Encrypted database backups are kept on a rolling schedule of recent daily, weekly, and month-end copies (typically about two months of history) for disaster recovery, so deleted content can persist in those backups until the copies containing it age out. We do not restore deleted content from a backup into the live Service except to recover from an incident. A small number of records are kept after deletion because they are the evidence of an agreement, approval, or action taken rather than account content: every personal acceptance of a specific Terms and Privacy Policy version; every organization approval of a specific lien-waiver template publication described in section 5; our own administrative and billing records; where an organization is erased, the record of the request that authorized it, whether you sent that request to us or started the deletion yourself in the Service; an emptied marker of the erased organization itself, which carries no company name, settings, or payment identifiers; and records made only of identifiers and hashes that let evidence be checked later — a fingerprint of each lien waiver that was sent or signed and a record of each deleted evidence entry. Acceptance evidence retains the actor and organization snapshots and hashes described in section 5 even after the underlying user or organization is erased. None of these records holds the documents, vendors, projects, or signature evidence from your account; the fingerprint records hold only identifiers, hashes, statuses, and dates. Our Privacy Policy describes each of them in more detail.

11. 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; (g) resell or sublicense the Service, or give anyone outside your organization access to your account; (h) use the Service, or information obtained from it, to build or benchmark a competing product or service; or (i) scrape the Service or access it by automated means other than the features and integrations we provide.

12. Third-Party Integrations

The Service may integrate with third-party platforms including Procore and Intuit QuickBooks Online. 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. An organization can connect only one of Procore or QuickBooks at a time. SubLien never links a vendor to an integration record on a name match alone; you confirm each link. When an email the Service sends to your vendor is reported as bounced, marked as spam, or suppressed, we notify your organization; delivery to any recipient is not guaranteed.

13. 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.

14. 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, BUSINESS OPPORTUNITIES, PAYMENT DELAYS, LIEN CLAIMS, BOND CLAIMS, COVERAGE DISPUTES, TAX PENALTIES, OR DOCUMENT ENFORCEABILITY DISPUTES ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICE OR OUR WEBSITE MATERIALS (SECTION 23). OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

IF YOU HAVE NOT PAID FEES FOR THE SERVICE — INCLUDING IF YOU ARE A SUBCONTRACTOR, VENDOR, SIGNER, OR OTHER PERSON USING A LINK ISSUED THROUGH A CUSTOMER'S ACCOUNT, OR A PERSON WHO ONLY VIEWS OUR WEBSITE OR DOWNLOADS OUR WEBSITE MATERIALS — OUR TOTAL LIABILITY TO YOU FOR ANY CLAIM RELATING TO THE SERVICE OR OUR WEBSITE MATERIALS SHALL NOT EXCEED ONE HUNDRED US DOLLARS ($100). WHETHER OR NOT YOU HAVE AN ACCOUNT, OUR TOTAL LIABILITY TO YOU FOR ALL CLAIMS RELATING TO OUR WEBSITE MATERIALS SHALL NOT EXCEED ONE HUNDRED US DOLLARS ($100).

THESE LIMITS APPLY TO EVERY THEORY OF LIABILITY, WHETHER CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, AND APPLY EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF THE DAMAGES AND EVEN IF A LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE. THEY ALLOCATE RISK IN EXCHANGE FOR THE FEES CHARGED AND ARE AN ESSENTIAL BASIS OF THE BARGAIN. NOTHING IN THIS SECTION LIMITS LIABILITY THAT CANNOT BE LIMITED OR EXCLUDED UNDER APPLICABLE LAW, AND NOTHING IN IT LIMITS, WAIVES, OR AFFECTS ANY RIGHT YOU MAY HAVE AGAINST A GENERAL CONTRACTOR, SUBCONTRACTOR, OWNER, INSURER, SURETY, OR ANY OTHER PARTY.

15. Disclaimer of Warranties

THE SERVICE AND OUR WEBSITE MATERIALS (SECTION 23) ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, LEGAL VALIDITY, ENFORCEABILITY, INSURANCE COVERAGE, TAX COMPLIANCE, OR FITNESS FOR A PARTICULAR PROJECT, CONTRACT, JURISDICTION, PAYMENT, OR TRANSACTION. 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.

16. Indemnification

If you are an account holder, 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 documents, your template-publication approvals or other attestations, your payment-release decisions, your reliance on any document or status, your violation of these Terms, or your violation of any third-party rights. This section does not impose an indemnity obligation on a person merely using a customer’s signing or upload link.

17. Governing Law and Disputes

These Terms are governed by the laws of the State of Texas, without regard to conflict of law provisions. The exclusive venue for any dispute arising out of or relating to these Terms, the Service, or our website materials (section 23) shall be the state or federal courts located in Travis County, Texas, and each party consents to the personal jurisdiction of those courts and waives any objection to venue there. Each party bears its own costs and attorneys' fees unless otherwise awarded by the court.

JURY TRIAL WAIVER AND CLASS ACTION WAIVER. TO THE FULLEST EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY, AND WAIVES ANY RIGHT TO BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. This paragraph does not apply to a person whose only use of the Service is through a link a customer issued, such as a link to sign or return a document, upload a certificate of insurance or W-9, or report that a job is finished.

18. Changes to Terms

We may modify these Terms. Each revision is published here under its own version identifier, with the revision date shown at the top of this page.

We do not rely on silence for a material change. When we revise these Terms or the Privacy Policy, each user of your account must review and accept the revised documents before using the workspace again, whether in the dashboard, the Procore side panel, or any SubLien mobile app we make available; the alternative offered is to sign out. That affirmative acceptance is recorded with the version and content hash accepted, the time, the IP address, and the browser used, together with an archived copy of the exact text. We may also send notice by email. Changes to fees are governed by section 8, which requires 30 days' notice.

A change to the lien-waiver template publication is handled separately under section 5: the SubLien library shows an owner or administrator what changed and requires one new organization template-publication approval before further use of that library. It does not block customer documents or other workspace features.

If you do not want to accept a revision, do not accept it. Sign out and contact us at hello@sublien.com to request a complete export and cancellation as described in sections 8 and 10; the approval gate does not provide an in-Service export exception. A revision applies to your use of the Service after it takes effect, and does not retroactively change the terms that governed a document already signed or a fee already invoiced.

19. Assignment and Successors

We may assign or transfer these Terms, and the rights and obligations under them, in whole or in part, to an affiliate, to a successor entity, or in connection with a merger, reorganization, financing, or a sale of all or substantially all of our assets, in each case without your consent and without notice other than as required by law. You may not assign or transfer these Terms, or any right or obligation under them, without our prior written consent, except to a person that succeeds to your business and assumes these Terms in full. Any attempted assignment in violation of this section is void. These Terms bind and benefit the parties and their permitted successors and assigns.

20. No Third-Party Reliance

These Terms are between you and Sublien LLC and, except as expressly stated in them, create no rights in any other person. Documents, statuses, badges, reports, exports, dashboards, binders, and compliance indications produced by the Service are provided for the internal use of the account that produced them and the counterparties participating in that workflow. A result on our public verification page shows only whether a stored record and its evidence chain match; it is not a representation to any third party about the document's validity, authority, or effect. Our website materials (section 23) are general information, not a representation by SubLien to the reader or to anyone else, and no third party may rely on them or on a form downloaded from our website.

No project owner, developer, lender, surety, insurer, broker, upstream contractor, purchaser, or other third party is entitled to rely on any status, report, badge, or indication in the Service as a representation, certification, warranty, or opinion by SubLien about insurance coverage, lien or bond rights, payment eligibility, licensure, or legal compliance. SubLien makes no such representation to any such person and owes no duty of care to any such person. If you share output from the Service outside your organization, you are responsible for the accuracy of what you share and for making clear that SubLien has made no determination of coverage, validity, enforceability, or compliance.

21. General

Severability. If any provision of these Terms is held unenforceable, that provision is modified to the minimum extent needed to make it enforceable, or severed if it cannot be, and the rest of these Terms remain in full force. This applies specifically to the class-action waiver and the jury-trial waiver in section 17: if one of them is held unenforceable as to a particular claim, the other survives, and the claim it applies to proceeds in the courts named in section 17.

Entire agreement. These Terms, the Privacy Policy, the Electronic Signature Disclosure and SubLien Signer Terms shown in a signing or document-return workflow, and any order form or invoice we issue to you are the entire agreement between us about the Service and our website materials, and replace any earlier proposal, quote, or statement about them. Terms printed on your purchase order, vendor-registration portal, or supplier form do not apply and are rejected, unless we sign a separate agreement that says otherwise.

No waiver. If we do not enforce a provision on one occasion, we have not waived it, and we may enforce it later. A waiver is effective only if we give it in writing.

Survival. Sections 4, 5 (as to recorded evidence), 9, 10, 14, 15, 16, 17, 19, 20, 23, and this section survive termination or expiration of your subscription, along with any other provision that by its nature is meant to.

Notices. We give you notice by email to the address on your account, or by an in-product message; either is effective when sent. You give us notice at hello@sublien.com, or by mail to the address in section 22. Keeping your account email current is your responsibility.

Events outside our control. Neither party is liable for a failure or delay in performance caused by something outside its reasonable control — including an outage at a hosting, database, email, payment, or AI provider we depend on, a network or internet failure, a cyberattack, a government action, or a natural disaster. This does not excuse your obligation to pay fees for the Service already provided, and it does not extend to the reminders or deadlines the Service tracks on your behalf, which remain yours to monitor.

No agency. We are independent contractors. Nothing in these Terms makes either party the agent, partner, joint venturer, or fiduciary of the other, and neither may bind the other. SubLien does not act as your agent in dealing with your subcontractors, vendors, insurers, sureties, or owners, and does not assume any obligation you owe them.

22. Contact

For questions about these Terms, contact us at:

Sublien LLC
5900 Balcones Drive STE 100
Austin, TX 78731
USA
Email: hello@sublien.com
Phone: (737) 758-4417