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Constructive Terms of Service

Effective date: September 4, 2026

These Terms of Service (the "Terms") are an agreement between Power Wave Holdings LLC, a California limited liability company doing business as Constructive ("Constructive," "we," "us"), and the business entity that purchases or uses the Service ("Customer," "you"). These Terms govern access to and use of the Constructive platform and related services available at trainwithconstructive.com (the "Service").

By signing an Order Form that references these Terms, by creating an account, or by using the Service, you agree to these Terms on behalf of the Customer entity you represent, and you confirm that you have authority to bind that entity. If you do not have that authority, or if you do not agree to these Terms, do not use the Service.

The Service is offered to businesses only. It is not intended for personal, family, or household use, and it is not directed to anyone under 18.

1. Definitions

"Order Form" means an ordering document, online checkout, or written proposal signed or accepted by both parties that references these Terms and specifies the subscription purchased, including seats, fees, and any deal-specific terms.

"Authorized User" means an individual employee, contractor, or agent of Customer whom Customer authorizes to use the Service under Customer's account, up to the number of seats purchased.

"Customer Content" means the recordings, transcripts, documents, and other materials that Customer or its Authorized Users upload to or submit through the Service.

"Generated Content" means the output the Service produces for Customer, including personas, scenarios, rubrics, scorecards, readiness metrics, and recordings and transcripts of practice sessions conducted through the Service.

"Documentation" means our published descriptions of the Service, including our Data Security Policy and Privacy Policy.

2. The Service

Constructive is an AI-powered training platform for customer-facing teams. The Service generates training personas, scenarios, and scoring rubrics from Customer Content, lets Authorized Users conduct simulated voice practice calls with AI-generated counterparts, scores those sessions, and presents readiness reporting to Customer's managers.

We may improve, modify, or update the Service at any time, provided the changes do not materially reduce its core functionality during a paid subscription period. We may offer features identified as beta, preview, or early access. Those features are provided as is, may be changed or discontinued at any time, and are excluded from any commitments in these Terms.

3. Accounts and Authorized Users

Access is provided through seats. Each seat may be used by one named Authorized User at a time. Customer may reassign a seat to a different individual, for example when an employee leaves the team, but seats may not be shared or used concurrently by multiple individuals.

Customer is responsible for its Authorized Users' compliance with these Terms and for all activity under its account. Customer will keep login credentials and access links confidential and will notify us promptly at the contact address in Section 19 if it suspects unauthorized access.

Authorized Users must be at least 18 years old and may use the Service only for Customer's internal business purposes.

4. Subscriptions, Fees, and Payment

Subscription term. Unless an Order Form says otherwise, subscriptions are month to month. Each subscription renews automatically for successive one-month periods until canceled.

Cancellation. Customer may cancel at any time by written notice to us or through any cancellation mechanism we provide. Cancellation takes effect at the end of the then-current billing period. Customer retains access through the end of that period. Except where these Terms expressly provide otherwise, fees are non-refundable and we do not provide refunds or credits for partial billing periods.

Fees. Fees, seat counts, and included usage (such as practice minutes) are stated in the applicable Order Form or, for self-serve purchases, in our published pricing at the time of purchase. Usage beyond included amounts may be billed at the overage rates stated in the Order Form or published pricing.

Payment. We bill monthly in advance. We accept payment by credit or debit card through our payment processor, Stripe, and, by arrangement, by ACH transfer or check. Invoiced amounts are due within 30 days of the invoice date. Late amounts may accrue interest at 1.5% per month, or the maximum rate permitted by law if lower, and we may suspend access to the Service if amounts remain unpaid 10 days after we provide notice of late payment.

Taxes. Fees are exclusive of taxes. Customer is responsible for all applicable sales, use, and similar taxes, excluding taxes on our net income.

5. Customer Content and Recording Consents

Ownership. Customer retains all rights in Customer Content. Customer grants Constructive a limited, non-exclusive license to host, process, transmit, and display Customer Content solely to provide and support the Service, to comply with law, and as otherwise described in these Terms and our Privacy Policy.

Recording consents. Customer Content may include recordings and transcripts of real telephone calls. Customer represents and warrants that, before uploading any Customer Content, it has obtained all rights, permissions, and consents required by applicable law, including consents required under call recording, wiretapping, and communication privacy laws such as the California Invasion of Privacy Act and other one-party and two-party consent statutes. Constructive has no ability to verify these consents and relies entirely on this warranty.

Authorized User notices. Practice sessions conducted through the Service are recorded, transcribed, and scored. Customer is responsible for providing any notices to, and obtaining any consents from, its Authorized Users that applicable law or Customer's internal policies require in connection with that recording and analysis.

No training on Customer Content. We do not use Customer Content or Generated Content to train or improve generalized machine learning models. Customer Content is used to provide the Service to Customer. Where we use third party providers to process Customer Content, those providers do not receive it for their own independent model training; some infrastructure providers may process content on a de-identified basis solely to maintain and improve the reliability of their services.

Redaction. The Service includes automated redaction measures designed to reduce the presence of personal information from Customer Content in Generated Content. These measures are a security control, not a guarantee. Constructive does not warrant that Generated Content will be free of personal information, and Customer remains responsible for reviewing Generated Content before distributing it outside the Service.

6. Generated Content and AI Outputs

License. Subject to Customer's payment of fees, Constructive grants Customer a non-exclusive, non-transferable license to use Generated Content for Customer's internal training purposes during the subscription term.

Our platform. Constructive and its licensors retain all rights in the Service, the underlying software, models, prompts, templates, voice configurations, and Documentation, and in any improvements to them. No rights are granted except as expressly stated in these Terms.

Feedback. If Customer provides suggestions or feedback about the Service, we may use them without restriction or obligation.

AI output disclaimer. Generated Content is produced by artificial intelligence. It is a training aid, not a factual record, and it may contain errors, omissions, or content that does not reflect any real person or event. Scores and readiness metrics are directional coaching signals. Customer agrees that it will not use Generated Content as the sole basis for any employment decision, including hiring, compensation, promotion, discipline, or termination, and that it is responsible for independent human judgment in all such decisions.

7. Acceptable Use

Customer and its Authorized Users will not:

We may suspend access immediately if we reasonably believe a violation of this Section threatens the security or integrity of the Service or the rights of others. Where practicable, we will notify Customer and work with Customer to restore access promptly.

8. Privacy, Security, and Subprocessors

Our collection and use of personal information is described in our Privacy Policy at https://trainwithconstructive.com/privacy. Our security practices are described in our Data Security Policy, available on request.

We use service providers (subprocessors) to operate the Service, including providers of cloud hosting, voice infrastructure, speech synthesis, transcription, AI processing, storage, and payments. A current list of subprocessors is available on request and in our Privacy Policy. We remain responsible for our subprocessors' handling of Customer Content in connection with the Service.

If Customer requires a separate data processing agreement, contact us at the address in Section 19.

9. Confidentiality

Each party may receive non-public information from the other that is marked confidential or that a reasonable person would understand to be confidential ("Confidential Information"). Customer Content is Customer's Confidential Information. The terms of any Order Form are Confidential Information of both parties.

The receiving party will use the disclosing party's Confidential Information only to perform under these Terms, will protect it with at least reasonable care, and will not disclose it except to employees, contractors, and advisors who need it and are bound by confidentiality obligations at least as protective as this Section. These obligations do not apply to information that is or becomes public through no fault of the receiving party, was known to the receiving party without restriction before disclosure, is independently developed, or is rightfully received from a third party. A party may disclose Confidential Information where required by law, with prompt notice to the other party where legally permitted.

These obligations continue for three years after termination, and for trade secrets, for as long as the information remains a trade secret.

10. Term, Termination, and Data Deletion

These Terms apply for as long as Customer has an active subscription or otherwise uses the Service.

Either party may terminate for material breach if the breach is not cured within 30 days of written notice. We may terminate or suspend immediately for a violation of Section 7 that threatens the Service or others, or for non-payment as described in Section 4.

Effect of termination. On termination or expiration, Customer's and its Authorized Users' access to the Service ends, and any unpaid fees for the period through the effective date of termination become due.

Export window and deletion. For 30 days after termination or expiration, Customer may request an export of its Customer Content and Generated Content in a reasonable format, and we will provide it within a reasonable time. We will delete Customer Content and Generated Content from our active systems within 60 days after termination, and from backups in the ordinary course of our backup rotation, and in any event within 90 days after termination. We may retain information as required by law, and records of the business relationship such as invoices, contracts, and support correspondence.

Sections that by their nature should survive termination do survive, including Sections 5 (ownership and warranties), 6 (ownership), 9, 10, and 12 through 18.

11. Warranties

Each party represents that it is validly existing and has the authority to enter into these Terms. Constructive will provide the Service with reasonable skill and care and will use commercially reasonable efforts to keep the Service available, subject to maintenance windows and circumstances beyond our reasonable control. We do not commit to any specific uptime level unless stated in an Order Form.

12. Disclaimers

EXCEPT AS EXPRESSLY STATED IN THESE TERMS, THE SERVICE, GENERATED CONTENT, AND DOCUMENTATION ARE PROVIDED "AS IS" AND "AS AVAILABLE." TO THE MAXIMUM EXTENT PERMITTED BY LAW, CONSTRUCTIVE DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTY THAT THE SERVICE WILL BE UNINTERRUPTED, ERROR-FREE, OR FREE OF HARMFUL COMPONENTS, OR THAT GENERATED CONTENT WILL BE ACCURATE, COMPLETE, OR FREE OF PERSONAL INFORMATION.

13. Indemnification

By Customer. Customer will defend Constructive against any third party claim arising from (a) Customer Content, including any claim that Customer lacked the rights or consents described in Section 5, (b) Customer's or an Authorized User's use of the Service in violation of these Terms or applicable law, or (c) any employment decision made by Customer, and Customer will indemnify Constructive for damages, costs, and reasonable attorneys' fees finally awarded on, or paid in settlement of, such a claim.

By Constructive. Constructive will defend Customer against any third party claim alleging that the Service, as provided by us and used as permitted under these Terms, infringes a United States patent, copyright, or trademark, or misappropriates a trade secret, and will indemnify Customer for damages, costs, and reasonable attorneys' fees finally awarded on, or paid in settlement of, such a claim. This obligation does not apply to claims arising from Customer Content, from combination of the Service with items not provided by us, from modifications we did not make, or from use after we notified Customer to stop. If the Service is subject to such a claim, we may procure the right to continue providing it, modify it to be non-infringing, or terminate the affected subscription and refund prepaid fees for the unused portion. This Section states Customer's exclusive remedy for infringement claims.

Process. The indemnified party must give prompt notice of the claim, allow the indemnifying party sole control of the defense and settlement (provided any settlement releases the indemnified party without admission of fault by it), and provide reasonable cooperation.

14. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, OR FOR LOST PROFITS, REVENUES, OR DATA, EVEN IF ADVISED OF THE POSSIBILITY.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY'S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS WILL NOT EXCEED THE FEES PAID OR PAYABLE BY CUSTOMER FOR THE SERVICE IN THE 12 MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

THESE LIMITS DO NOT APPLY TO CUSTOMER'S PAYMENT OBLIGATIONS, TO A PARTY'S INDEMNIFICATION OBLIGATIONS UNDER SECTION 13, OR TO LIABILITY THAT CANNOT BE LIMITED UNDER APPLICABLE LAW.

15. Publicity

Constructive may identify Customer by name and logo as a customer in marketing materials, in a manner consistent with Customer's brand guidelines if provided. Customer may withdraw this permission at any time by written notice, and we will stop new uses within a reasonable period.

16. Governing Law and Disputes

These Terms are governed by the laws of the State of California, without regard to conflict of laws rules. The state and federal courts located in Santa Barbara County, California have exclusive jurisdiction over any dispute arising out of or relating to these Terms, and each party consents to personal jurisdiction and venue there. Each party waives any right to a jury trial to the extent permitted by law.

17. Changes to These Terms

We may update these Terms from time to time. For material changes, we will give at least 30 days' notice by email to the account contact or by notice within the Service before the changes take effect. Changes apply at the start of Customer's next billing period after the effective date of the change, and continued use of the Service after that constitutes acceptance. If Customer does not agree to a change, Customer may cancel before it takes effect. Changes required by law or that apply only to new features may take effect immediately.

18. General

Order of precedence. If an Order Form conflicts with these Terms, the Order Form controls for that order.

Assignment. Neither party may assign these Terms without the other's consent, except that either party may assign them without consent to a successor in a merger, acquisition, or sale of substantially all of its assets. Any other attempted assignment is void.

Notices. Legal notices to Constructive must be sent to the email address in Section 19. Notices to Customer may be sent to the email address associated with Customer's account or Order Form. Notices are deemed given when sent, absent a bounce or delivery failure.

Force majeure. Neither party is liable for delay or failure to perform (other than payment obligations) caused by events beyond its reasonable control, including outages of third party infrastructure, natural disasters, labor disputes, or acts of government.

Compliance with laws. Each party will comply with laws applicable to its performance under these Terms.

Relationship. The parties are independent contractors. These Terms do not create a partnership, joint venture, agency, or employment relationship.

Entire agreement. These Terms, together with any Order Forms and the policies referenced in them, are the entire agreement between the parties regarding the Service and supersede all prior or contemporaneous agreements on that subject. Terms on a Customer purchase order or vendor form are rejected and have no effect, even if we sign or process the document containing them.

Waiver and severability. A failure to enforce a provision is not a waiver. If a provision is held unenforceable, it will be enforced to the maximum extent permissible and the rest of these Terms remain in effect.

19. Contact

Power Wave Holdings LLC dba Constructive
Legal notices and questions about these Terms: [email protected]
trainwithconstructive.com