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Effective date & version: 2026-04-25
Last updated: April 25, 2026
Plain-English summary (informational only — the full Terms below control)
These Terms of Service (“Terms”) form a legally binding agreement between you (“you,” “your,” or “Customer”) and Livio Building Systems Inc., a Delaware corporation with offices in Los Altos, California (“Livio,” “we,” “us,” or “our”), governing your access to and use of the Livio Grid software-as-a-service product, the website at grid.golivio.com, any associated subdomains, APIs, mobile applications, and all related software, content, deliverables, documentation, and services (collectively, the “Service”).
By clicking “I agree,” checking the acceptance checkbox, signing in, or otherwise accessing or using the Service, you affirm that you have read, understood, and agree to be bound by these Terms and our Privacy Policy, which is incorporated by reference. If you do not agree, do not use the Service.
If you accept these Terms on behalf of an organization, you represent and warrant that (a) you are at least 18 years old, (b) you have full legal authority to bind that organization, and (c) the organization will be bound by these Terms. You may not use the Service if you are barred from doing so under any applicable law.
Livio Grid is a software tool that uses automated computational methods, including artificial intelligence and large language models, to generate preliminary, conceptual-level engineering analyses for data center sites and related infrastructure. Outputs may include, without limitation, single-line diagrams, cooling system diagrams, block diagrams, floor plans, site plans, project schedules, capital expenditure estimates, equipment lists, procurement plans, RFP responses, 3D models, and written analyses (collectively, “Outputs”).
Livio is a software company. Livio is not an architecture firm, an engineering firm, a construction manager, a general contractor, a cost estimator, a procurement agent, a permitting consultant, or any other regulated professional services provider. No Output is prepared, reviewed, signed, sealed, or stamped by a licensed professional engineer, architect, or other licensed professional, and no Output should be used as a substitute for one.
ALL OUTPUTS GENERATED BY LIVIO GRID ARE PRELIMINARY, CONCEPTUAL-LEVEL ANALYSES PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THEY ARE INFORMATIONAL ONLY.
Outputs do not constitute and shall not be construed as: professional engineering, architectural, construction-management, surveying, geotechnical, environmental, legal, financial, tax, accounting, investment, or insurance advice; certified or sealed designs; construction documents; permit-ready drawings; bid documents; final cost estimates; binding equipment specifications; binding schedules; binding procurement commitments; or recommendations to take or refrain from any specific action.
Engineer of Record requirement. You agree that you will not rely on any Output as the sole or primary basis for any construction, procurement, permitting, real-estate, financial, or operational decision. Before any commitment of capital, commencement of construction, execution of a binding contract, regulatory filing, or representation to a third party, all Outputs must be independently verified, reviewed, refined, signed, and sealed (where applicable) by a duly licensed Engineer of Record (“EOR”), licensed architect, licensed surveyor, qualified estimator, qualified procurement professional, and any other qualified professionals appropriate to your jurisdiction and project requirements.
Cost estimate accuracy. All cost estimates produced by the Service are AACE International Recommended Practice 17R-97 Class 5 conceptual estimates, with an expected accuracy range of negative thirty percent (-30%) to positive fifty percent (+50%) or worse. Actual costs may vary materially.
AI-generated content notice. Outputs are generated in whole or part by artificial intelligence and may contain inaccuracies, fabrications, omissions, hallucinations, outdated information, or content that is not fit for any particular purpose. Equipment models, vendor names, lead times, code references, dimensions, and quantities cited in Outputs are illustrative and must be independently verified against current manufacturer data and the applicable adopted code editions in your jurisdiction before use.
No reliance. The disclaimers in this Section 3 apply to you and to any third party with whom you share any Output. You must preserve and prominently display these disclaimers when sharing any Output with a third party.
To use most features you must register an account using a valid company email address. Personal email domains (Gmail, Yahoo, Outlook, iCloud, Hotmail, AOL, ProtonMail, and similar) are not accepted. We use passwordless magic-link authentication; you are responsible for the security of the email account associated with your Livio Grid account, for keeping authentication links confidential, and for all activity under your account.
You must be at least 18 years old. You must not register or use the Service on behalf of any person or entity that is (a) located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive United States economic sanctions (currently including, without limitation, Cuba, Iran, North Korea, Syria, and the Crimea, Donetsk, and Luhansk regions of Ukraine), (b) on any United States Government list of prohibited or restricted parties (including the Specially Designated Nationals List, the Denied Persons List, the Entity List, and the Unverified List), or (c) any person or entity ordinarily denied service under United States, European Union, or other applicable export-control or sanctions laws.
You must promptly notify us at [email protected] of any unauthorized access to or use of your account.
Explorer (Free Forever). Livio Grid is free forever for everyone. New accounts get unlimited site analyses, all 27 deliverable tabs viewable, watermarked downloads, unlimited share-by-link, and every other feature in the platform — at no cost, no time limit, and no credit card required. Personal email is fine. Codename your project. Use approximate location.
Construction Bundle ($999, one-time, per analysis). The only paid item in Livio Grid. Unlocks three production-grade exports for the analysis you bought it on: (a) Full CD Set PDF (35 ARCH D sheets + 15 calc sections, raster-verified for licensed Engineer of Record review); (b) 3D GLB export (BIM-ready 3D model file for Revit / Navisworks); (c) DXF downloads (vector engineering CAD files). Perpetual access for that analysis. The Construction Bundle is provided FREE to qualified projects in exchange for a sales conversation about Livio Building Systems Inc. delivering the build engagement; see /qualify.
Build with Livio (Custom). End-to-end engineering and construction engagement priced per project. Contact [email protected].
Payment. Construction Bundle purchases are processed as one-time payments by Stripe, Inc.; by providing payment information you agree to Stripe's terms. All fees are exclusive of taxes; you are responsible for all sales, use, value-added, withholding, and similar taxes other than taxes on Livio's net income.
Refunds. Construction Bundle purchases are non-refundable except as expressly required by law. Contact [email protected] if you have a concern about a purchase.
Legacy subscriptions. Customers who subscribed to legacy SCOUT, DEVELOPER, or ENTERPRISE plans before May 2026 retain access at their current rate until natural billing-cycle expiration. After expiration, accounts default to the free Explorer tier. Construction Bundle access has been granted at no charge to grandfathered subscribers on every existing analysis.
Price changes. We may change pricing for new billing periods on at least thirty (30) days' notice (by email or in-product notice). If you do not accept a price change, your sole remedy is to cancel before the new pricing takes effect.
Late payment. Past-due amounts accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by law, whichever is lower, plus reasonable collection costs.
You will not, and will not permit any third party to:
We may investigate suspected violations and may suspend or terminate access without notice for any actual or suspected violation of this Section 6.
Your content. “Customer Content” means all data, text, files, images, RFPs, surveys, project parameters, and other materials you submit to the Service, together with the Outputs generated for you. As between you and Livio, you retain all right, title, and interest in your Customer Content, subject to the licenses you grant below.
License to operate the Service. You grant Livio a worldwide, non-exclusive, royalty-free, sublicensable license to host, store, copy, transmit, display, process, and create derivative works of Customer Content solely as necessary to provide, secure, and support the Service for you.
License to improve Livio products. You also grant Livio and its corporate affiliates and successors a perpetual, worldwide, royalty-free, irrevocable license to use Customer Content internally to develop, train, calibrate, evaluate, audit, secure, and otherwise improve any Livio product or service, including the engine, models, reference libraries, vendor catalogs, cost models, and any current or future Livio offering. Livio will not share Customer Content in identifiable form with any third party for that third party's independent use, and Livio will not use identifiable Customer Content to train any third-party large language model or any model offered by a party other than Livio. Public-facing benchmarks or marketing materials derived from Customer Content will be aggregated or de-identified.
Feedback. If you provide suggestions, ideas, bug reports, or other feedback about the Service (“Feedback”), you grant Livio an unrestricted, perpetual, irrevocable, royalty-free, sublicensable license to use, modify, and exploit the Feedback for any purpose without obligation or attribution to you.
Your warranties. You represent and warrant that you have all rights necessary to grant the licenses above and that your Customer Content does not infringe any third-party right or violate any law.
Subject to your payment of all applicable fees and your continuing compliance with these Terms, Livio grants you a limited, worldwide, non-exclusive, non-transferable, non-sublicensable license to use Outputs generated for your account for your internal business purposes, including for early-stage site screening, feasibility evaluation, preliminary budgeting, investor and offtaker discussions, and to share with the licensed professionals you engage to advance your project.
You may share Outputs with bona fide investors, customers, and counterparties to a specific project provided that (a) the disclaimers in Section 3 are reproduced verbatim or by clear reference, (b) you do not represent the Outputs as professional engineering work product, and (c) the recipient is not a competitor of Livio and does not use the Outputs to develop a competing product.
No exclusivity in Outputs. Because the Service is generative and many customers ask similar questions, Outputs delivered to you may be similar or identical to Outputs delivered to other customers. Livio retains the right to provide the same or similar Outputs to other customers, and nothing in these Terms grants you exclusivity over any Output, design pattern, equipment selection, or methodology.
Livio and its licensors own all right, title, and interest in and to the Service, including all software, models, model weights, algorithms, methodologies, user interfaces, documentation, branding, trademarks (including “Livio,” “Livio Building Systems,” “Livio Grid,” “Livio Smart Shell,” and the Livio hard-hat mark), and any improvements, derivative works, or modifications thereto. All rights not expressly granted to you in these Terms are reserved.
Marketing communications. By creating an account, you consent to receive non-transactional marketing communications from Livio about Livio products and services, including the Service, future Livio software products, and the design, fabrication, and construction services offered by Livio Building Systems Inc. and its corporate affiliates. You may opt out at any time by clicking the unsubscribe link in any marketing email or by emailing [email protected]. Opting out of marketing does not affect transactional communications (magic links, billing receipts, security and service notices, trial-status alerts), which are required to operate your account and which you may not opt out of while your account is active.
Cross-sell and upsell. Livio reserves the right to identify, offer, and recommend other Livio products and services to you based on your use of the Service, your Customer Content (including project parameters and Outputs), and your account profile. Such recommendations may include in-product offers, sales outreach, and account-management contacts.
Customer logo / case-study use. Livio will not use your name, logo, or identifiable project details in any public marketing, case study, press release, customer list, investor deck, or website without your prior written consent (which may be by email). Aggregated, anonymized usage statistics may be used in marketing without notice.
Livio may make pre-release, beta, alpha, evaluation, or experimental features available (“Beta Features”). Beta Features are provided strictly “as is” for evaluation, may be modified or discontinued at any time, are not subject to any service-level commitment, and may be subject to additional terms presented at activation. The disclaimers and limitations in these Terms apply with full force to Beta Features.
The Service may integrate with or rely on third-party services, including cloud hosting, payment processing, transactional email, large language model inference, and analytics providers identified in our Privacy Policy. Your use of any third-party service is subject to that party's own terms. Livio is not responsible for the acts or omissions of any third-party service, and the unavailability of a third-party service may impair the Service in ways outside Livio's control.
THE SERVICE AND ALL OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, LIVIO, ITS AFFILIATES, AND ITS LICENSORS DISCLAIM ALL WARRANTIES, INCLUDING, WITHOUT LIMITATION: WARRANTIES OF MERCHANTABILITY; FITNESS FOR A PARTICULAR PURPOSE; ACCURACY, COMPLETENESS, OR RELIABILITY OF ANY OUTPUT; ABSENCE OF ERRORS, BUGS, INTERRUPTION, OR HARMFUL COMPONENTS; QUIET ENJOYMENT; NON-INFRINGEMENT; AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE.
LIVIO MAKES NO WARRANTY THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS, (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR (C) ANY OUTPUT WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT, NON-INFRINGING, COMPLIANT WITH ANY CODE OR REGULATION, FREE OF HALLUCINATION, OR SUITABLE FOR ANY PURPOSE. NO ADVICE OR INFORMATION OBTAINED FROM LIVIO OR THROUGH THE SERVICE WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE IN THESE TERMS.
Some jurisdictions do not allow the disclaimer of certain warranties. To the extent any warranty cannot be disclaimed under applicable law, the duration of any such warranty is limited to thirty (30) days from your first use of the Service.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL LIVIO, ITS AFFILIATES, OR ITS LICENSORS, OR ANY OF THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, BUSINESS OPPORTUNITY, ANTICIPATED SAVINGS, USE, DATA, REPUTATION, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO:
EVEN IF LIVIO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT INCLUDING NEGLIGENCE, STATUTORY, OR ANY OTHER).
AGGREGATE CAP. IN NO EVENT WILL LIVIO'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICE EXCEED THE GREATER OF (A) THE AMOUNTS PAID BY YOU TO LIVIO FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY BEFORE THE FIRST EVENT GIVING RISE TO THE CLAIM, OR (B) ONE HUNDRED UNITED STATES DOLLARS (US$100). MULTIPLE CLAIMS DO NOT ENLARGE THIS CAP.
The parties acknowledge that Livio sets its prices on the assumption that the foregoing disclaimers and limitations are enforceable and that they are an essential element of the bargain. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages; in those jurisdictions Livio's liability is limited to the smallest extent permitted by law.
You will defend, indemnify, and hold harmless Livio, its affiliates, and their respective officers, directors, employees, contractors, and agents from and against any and all third-party claims, suits, proceedings, demands, damages, liabilities, losses, fines, judgments, settlements, and reasonable costs and expenses (including reasonable attorneys' fees) arising out of or related to: (a) your or your personnel's use of the Service; (b) any Customer Content; (c) any Output you used, distributed, presented, or relied upon, including any project, design, procurement, or construction outcome derived in whole or in part from any Output; (d) any representation by you to a third party regarding any Output; (e) your breach of these Terms; or (f) your violation of any applicable law, regulation, or third-party right. Livio will give you prompt notice of any claim, reasonable cooperation in the defense, and the right to control the defense and settlement; you will not enter any settlement that admits fault or imposes obligations on Livio without Livio's prior written consent.
These Terms remain in effect while you have an account or use the Service. You may terminate at any time by cancelling your subscription (if any) and ceasing to use the Service.
Livio may suspend or terminate your access immediately, with or without notice, if (a) you breach these Terms, including the Acceptable Use Policy in Section 6, (b) you fail to pay fees when due, (c) Livio reasonably believes you pose a security, fraud, sanctions, or legal risk, or (d) Livio is required by law, court order, or its third-party providers to do so.
On termination, your right to use the Service ends, and Livio may delete your Customer Content according to the retention schedule in our Privacy Policy. Sections that by their nature should survive termination (including Sections 3, 7, 8, 9, 13, 14, 15, 17, 19, 20, 21, 22, 23, 24, 25, and 26) will survive.
Neither party will be liable for any delay or failure in performance (excluding payment obligations) caused by events beyond reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, government action, labor disputes, internet or power outages, third-party service outages, denial-of-service attacks, supply-chain disruptions, or epidemics or pandemics.
Each party may disclose to the other non-public information identified as confidential or that a reasonable person would understand to be confidential (“Confidential Information”). The receiving party will use Confidential Information only to exercise its rights and perform its obligations under these Terms, will protect it with at least reasonable care, and will not disclose it to third parties except to its personnel and contractors with a need to know who are bound by confidentiality obligations at least as protective as those here. Confidential Information does not include information that is publicly available through no fault of the receiving party, was already lawfully known, was independently developed, or was rightfully received from a third party.
These Terms and any non-contractual obligations arising out of or relating to them are governed by the laws of the State of Delaware, United States, without regard to its conflict of laws rules, and (where state law is inapplicable) the laws of the United States. The United Nations Convention on Contracts for the International Sale of Goods does not apply. Subject to Section 20 (arbitration), the state and federal courts located in Santa Clara County, California, United States, have exclusive jurisdiction over any judicial proceeding (including any action to compel arbitration, vacate an arbitration award, or seek injunctive relief), and each party irrevocably consents to that jurisdiction and venue and waives any objection of forum non conveniens.
READ THIS SECTION CAREFULLY. IT REQUIRES BINDING ARBITRATION OF MOST DISPUTES, WAIVES YOUR RIGHT TO A JURY TRIAL, AND WAIVES YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION.
(a) Agreement to arbitrate. Except as provided below, any dispute, claim, or controversy arising out of or relating to these Terms or the Service, including the formation, validity, interpretation, breach, or termination of these Terms, will be resolved exclusively by individual binding arbitration administered by JAMS under its then-current Streamlined Arbitration Rules (or, where the amount in controversy exceeds the Streamlined threshold, the Comprehensive Rules), available at jamsadr.com. The seat of arbitration is Santa Clara County, California; the arbitration may proceed by written submissions, video, or in person at the parties' election. The Federal Arbitration Act, 9 U.S.C. §§ 1 et seq., governs the interpretation and enforcement of this Section.
(b) Exceptions. Either party may bring an individual claim in small-claims court if it qualifies, and either party may seek temporary or preliminary injunctive relief in the courts identified in Section 19 to protect intellectual property, confidential information, or stop ongoing harm pending arbitration.
(c) Class action waiver. All disputes will proceed only on an individual basis. You and Livio each waive the right to participate as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may award relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim. If a court decides this class-action waiver is unenforceable as to any claim, that claim alone must be severed and proceed in court; the rest of this Section 20 remains in force.
(d) Jury trial waiver. Each party irrevocably waives any right to trial by jury in any action, suit, or proceeding arising out of or relating to these Terms.
(e) Mass arbitration. If twenty-five (25) or more similar arbitration claims are filed against Livio by counsel acting in coordination, the parties agree the claims will proceed in batches of up to fifty (50) at a time, with the parties cooperating in good faith on bellwether selection, in order to manage costs and arbitrator availability. The statute of limitations is tolled for unfiled batches during the pendency of earlier batches.
(f) 30-day opt-out. You may opt out of this Section 20 by emailing [email protected] within thirty (30) days of first accepting these Terms. The email must include your full name, the email address associated with your account, and a clear statement that you opt out of arbitration. Opting out does not affect any other provision of these Terms.
(g) Statute of limitations. Any claim arising out of or relating to these Terms or the Service must be commenced within one (1) year after the cause of action accrues; otherwise it is permanently barred, except where applicable law prohibits a contractual shortening of limitations.
The Service is a “commercial item” as defined in 48 C.F.R. § 2.101 and is subject to United States export-control laws including the Export Administration Regulations and economic sanctions administered by OFAC. You will not export, re-export, or transfer the Service or any technical data to any prohibited destination, end user, or end use without all required US Government authorizations. If you are a US Government end user, the Service is provided with only those rights customary in commercial computer software and documentation pursuant to 48 C.F.R. §§ 12.211 and 12.212 (or, for DoD acquisitions, DFARS § 227.7202).
Livio may update these Terms from time to time. We will post the revised Terms with an updated effective date and version, and for material changes we will provide reasonable advance notice (by email to your account email or in-product notice). Material changes take effect on the stated effective date. Your continued use of the Service after the effective date constitutes acceptance of the revised Terms; if you do not agree, your sole remedy is to stop using the Service and cancel any paid subscription.
You consent to receive notices, agreements, disclosures, and other communications from Livio electronically, including by email to the address associated with your account, by SMS where you have provided a number and consented separately, and through in-product notifications. Electronic communications satisfy any legal requirement that such communication be in writing.
You may not assign or transfer these Terms or any right or obligation under them without Livio's prior written consent; any attempted assignment without consent is void. Livio may freely assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law.
These Terms (together with the Privacy Policy and any order form or written addendum signed by both parties) are the entire agreement between you and Livio regarding the Service and supersede all prior or contemporaneous agreements. No agency, partnership, joint venture, or employment relationship is created. The failure of either party to enforce any right or provision is not a waiver. If any provision is held unenforceable, that provision will be limited to the minimum extent necessary and the remaining provisions remain in full force. Headings are for convenience only. The English-language version of these Terms controls.
Questions, opt-out notices, or legal process: [email protected], or by mail to Livio Building Systems Inc., Attn: Legal, Los Altos, California, USA.