Terms of Service

1. Acceptance of Terms

By accessing or using SubLien ("Service"), operated by Integration Partners 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 waiver, certificate of insurance (COI), and W-9 collection workflows. Features include lien waiver template workflows, electronic signature collection, COI screening against customer-configured coverage thresholds, ACORD 25 form parsing, W-9 status tracking and file storage, and integration with third-party construction management platforms including Procore.

SubLien is a workflow automation and recordkeeping tool. It does not replace professional legal, insurance, accounting, tax, or construction compliance advice. 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.

Any SubLien-provided form, field, status, warning, checklist, or suggested workflow is provided as a template or operational aid only. 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.

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 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.

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, 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, timestamps, IP address, device metadata, document hashes, audit events, and signed document exports to support attribution and retention. These records are evidence of the workflow performed in SubLien; they are not a guarantee that any document will be enforced by a court or accepted by a third party.

5. Lien Waiver Compliance

SubLien provides tools to help manage lien waiver workflows. For states with mandatory or state-specific lien waiver requirements (including but not limited to Arizona, California, Florida, Georgia, Massachusetts, Michigan, Mississippi, Missouri, Nevada, Texas, Utah, and Wyoming), 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 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 may send a waiver using a SubLien-provided system template, an authorized user must attest in the Service that your legal counsel has reviewed the specific state, waiver type, and template hash and approved that template for your organization's use. If a template changes, the attestation is invalidated and your organization must re-attest before sending that template again. If your legal team has not approved a template, do not send or rely on it.

Customer-uploaded waiver templates remain your responsibility. If you upload or approve your own template, you are responsible for its legal review, permitted states, permitted waiver types, field mapping, signer instructions, and any resulting use.

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. W-9 Tracking

The W-9 features are designed for collection, status tracking, file storage, and limited metadata entry such as legal name, tax classification, and TIN last four digits. The current W-9 workflow does not provide tax advice, taxpayer identification verification, IRS validation, backup withholding advice, or AI tax-form approval. You are responsible for determining whether a W-9 is required, complete, current, accurate, and acceptable for your tax and accounting obligations.

8. 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.

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 lien waiver templates, COIs, W-9s, contracts, purchase orders, endorsements, notarized documents, logos, and related project or vendor records. 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, and associated audit trails are retained in accordance with applicable state lien waiver, insurance, tax, and accounting 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. W-9 records are retained while the account is active and for a reasonable period thereafter to support export, deletion, and legal or accounting retention obligations. Account data is deleted within 90 days of account closure upon request unless retention is legally required.

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.

12. 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.

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, INTEGRATION PARTNERS 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. OUR TOTAL LIABILITY SHALL NOT EXCEED THE AMOUNT YOU PAID FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE CLAIM.

15. 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, 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

You agree to indemnify and hold harmless Integration Partners 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 approvals or 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.

17. 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.

18. 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.

19. Contact

For questions about these Terms, contact us at:

Integration Partners LLC
Email: legal@sublien.com