1. Acceptance

By submitting a Service Order (as defined in Section 12) with us, you thereby accept the terms of this Agreement and our privacy policy located at: https://archidiem.com/privacy/. You should read this Agreement and the Privacy Policy carefully for the terms and conditions that govern your use of the Service. The individual executing the Service Order on your behalf represents and warrants to us that he or she is fully and duly authorized to agree to be bound by this Agreement and the Privacy Policy on your behalf.

2. Revisions

We may revise and update this Agreement and/or the Privacy Policy from time-to-time in our sole discretion. Via a conspicuous posting within the Service itself or via notice by e-mail to the e-mail address we have on file for you, we will provide you with thirty (30) days’ advance notice of any such material changes. You may, at any time during the 30-day period following receipt of our notice, elect to terminate this Agreement upon written notice to us. Otherwise, changes to this Agreement and/or the Privacy Policy are effective immediately when we post them, and your continued use of the Service following the posting of such revisions means that you accept and agree to the changes. You must immediately discontinue access or use of the Service if you do not want to agree to the revised Agreement and the Privacy Policy.

3. The Service

1. Service: Pursuant to the Service, you shall be permitted to submit orders (each, a “Service Order”) requesting a quotation (each, a “Quotation”) from Archidiem to (i) design, develop and produce a digital 3D CAD file (the “Digital 3D File”) for your requested project (the “Project”), and (ii) in some circumstances, provide structural analysis, component design, quantity takeoff, or rendering and visualization digital transformations to produce such deliverables of the requested Project using the applicable digital 3D File. Archidiem reserves the right to refuse any Service Order at its own discretion (e.g., due to inappropriate or distasteful subject matter).
2. Changes: We may make any changes to the Service (including, without limitation, the design, look and feel, functionality, content, material, information, and/or services provided via the Service) that we deem necessary or useful to improve the Service or for any other reason, at any time without notice to you, but we will not make any changes to the Service that would materially adversely affect the features and functionality available to you.
3. Quotations: Quotations provided by the Service are based on the costs of services at the time of the Service Order submission and shall be held firm for a period of fourteen (14) days from the date of the Quotation. Thereafter, the prices in a Quotation shall be subject to amendment to meet any rise in Archidiem’s costs between the date of Quotation and your acceptance thereof. If a Quotation is based on 2d plans, models, specifications, layouts, samples, sketches, or other renderings provided by you (collectively, the “Specifications”), any additional work or cost resulting from or caused by any requested variation from your original Specifications shall be additionally chargeable by Archidiem. If a Quotation requires Archidiem design services, the quoted amount shall include the preparation and delivery of the initial digital 3D File and revisions not exceeding ten percent (10%) of the originally quoted amount. Any additional revisions shall be chargeable on an hourly basis at Archidiem’s then-current rates. Your acceptance of a Quotation shall be deemed to be your acceptance that Archidiem interpreted your Specifications correctly.
4. Design Approvals: Archidiem shall submit models and documents for your approval prior to the finalization of deliverables for each Service Order. You shall have a period of seven (7) days to review applicable deliverables. You shall be deemed to have accepted such deliverables if you have not provided written notice of any requested modifications within such a 7-day period. Archidiem shall have no liability for any deliverables based upon any accepted models or documents. If you accept and require Archidiem to provide design services, Archidiem shall use reasonable efforts to deliver the resulting Product in accordance with your applicable Specifications. You are solely responsible for the Specifications, and the modeling of certain parts in accordance with those Specifications may be impossible or otherwise commercially impracticable.
5. File Errors: Archidiem shall contact you when errors are detected in your supplied Specifications or source files. Upon receipt of any such notification, you shall have the following options: (i) resubmit a corrected Specifications or Source files, whereby this will be treated as a new Service Order and a $25 processing fee will be charged; or (ii) request an estimate for Archidiem to correct the Specification file(s) (and this option will require additional payment before the Service Order proceeds).
6. Delivery Schedule: If you accept a Quotation, processing of the applicable Service Order shall begin when payment, as specified in such Service Order, is received by Archidiem. If errors are detected in your supplied Project Source files or specifications, the delivery schedule will not come into effect until after receipt of corrected Source files and specifications. No liability is accepted for delays in production which are the direct result of your failure to provide necessary source file corrections or final project Design Approvals in a timely manner.
7. Subcontractors: We may, at our discretion, engage subcontractors to aid us in performing our obligations under this Agreement, but such subcontractors will be bound by confidentiality terms, duties, or obligations that are substantially equivalent to Section 5 below, and we will remain liable for any act or omission by them that would be a breach or violation of this Agreement.
8. Suspension of Services: We may suspend or deny your or any Authorized User’s (as defined in Section 12) access to or use of all or any part of the Service without any liability to you or others, if (i) we are required to do so by law or court order, or (ii) you have or any Authorized User has (A) accessed or used the Service beyond the scope of the rights granted under this Agreement, (B) been involved in any fraudulent, misleading or unlawful activities relating to or in connection with the Service, (C) violated the limitations and restrictions described in Section 4.b, or (D) otherwise violated this Agreement and failed to cure such breach within ten (10) days after we provide written notice to you. Our remedies in this Section are in addition to, and not in lieu of, our termination rights in Section 8 and any of our other rights or remedies under this Agreement or otherwise.

4. Right to Access the Service and Restrictions

1. Authorization: So long as you and your Authorized Users otherwise comply with this Agreement, we authorize you, during the Term, and on a limited, non-exclusive, and non-transferable basis, to access and use the Service by and through your Authorized Users, solely for the Permitted Use (as defined in Section 12), solely as and in the form in which we have provided the Service to you, and strictly in accordance with this Agreement.
2. Limitations and Restrictions: You must use commercially reasonable efforts to prevent unauthorized access to or use of the Service. You must not, and you must not permit any other person or entity to access or use the Service except as we have specifically allowed in this Agreement. You and your Authorized Users must not do any of the following:
1. modify, adapt, translate, or otherwise create derivative works or improvements of the Service or any portion thereof;
2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Service or any features or functionality of the Service to any third party for any reason;
3. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive, gain access to, or discover the source code of the Service or the underlying structure, ideas, know-how, algorithms, or methodology relevant to the Service;
4. input, upload, transmit or otherwise provide to or through the Service any information or materials that are unlawful or injurious, or contain, transmit or activate any viruses or other harmful code;
5. bypass, breach or disable any security device, copy control or digital rights management tool, or other protection used by the Service;
6. attempt to gain unauthorized access to, damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the Service, the server on which the Service is stored, any server, computer or database connected to the Service, or our ability to provide services to any third party;
7. access or use the Service in any way that infringes, misappropriates, or otherwise violates any Intellectual Property Right (as defined in Section 12), privacy right or other right of any third party, or that violates any applicable law or regulation;
8. access or use the Service for purposes of developing, producing, marketing, distributing, licensing, or selling any product or service that may compete with the Service, or disclosing to our competitors, for any purpose, otherwise non-public information about the Service; or knowingly aid or assist any Authorized User or other person or entity in taking any of the actions prohibited by this Section 4.b.
3. You must immediately notify us should you learn that you, any Authorized User, or any other person or entity has taken any action prohibited by this Section 4.b.

5. Confidentiality

1. Confidential Information: During the Term and thereafter, each receiving party (each, a “Recipient”) will hold in strict confidence any proprietary or confidential information (collectively, “Confidential Information”) of the other party (the “Discloser”) and will not disclose Discloser’s Confidential Information to any third party (other than our subcontractors as permitted in Section 3.c above) nor use the Discloser’s Confidential Information for any purpose except for carrying out its obligations or exercising its rights under this Agreement. The terms and existence of this Agreement and all non-public information related to the Service and the features, functionality, and performance thereof are all our Confidential Information, and Your Data (as defined in Section 12) is your Confidential Information.
2. Exceptions: These restrictions will not restrict the use or disclosure of information disclosed by one party to the other that (i) is or becomes publicly known other than as a result of any act or omission by the Recipient, (ii) is lawfully received by the Recipient from a third party, not in a confidential relationship with the Discloser, or (iii) was already rightfully known by the Recipient prior to receipt thereof from the Discloser. Recipient may disclose Discloser’s Confidential Information to the extent it is legally compelled to do so pursuant to applicable law or the valid order of a court or governmental agency, provided that Recipient must first give the Discloser reasonable prior written notice to permit the Discloser to challenge or limit such required disclosure.

6. Fees and Payment

1. Fees: You will pay to us the fees and charges described in your Service Order(s) and/or Quotations(s) (collectively, the “Fees”) in accordance with the terms thereof and this Section. All payment obligations are non-cancelable and (except as otherwise expressly provided in this Agreement or your Service Order) all Fees once paid are non-refundable.
2. Refunds and Cancellations: Partial refunds are available on Service Orders that have begun processing but have not gone to press. A refund will be given for the portion of work that has not yet been completed. A $25 processing fee will be charged in such cases. No refunds will be given for Service Orders that have been deemed complete.
3. Fee Taxes: Our Fees do not include taxes and similar assessments. We will pass along to you the cost of all applicable sales and excise (and other similar) taxes, duties, and charges of any kind imposed by a governmental authority on amounts payable under this Agreement, other than taxes imposed on our income. If you are exempt from such taxes, you must provide us with a true, up-to-date, and complete copy of your direct pay permit or exemption certificate.
4. Payments: You will make all payments in US dollars. Except as otherwise expressly provided in this Agreement, your Service Order or an applicable Quotation, invoiced amounts are due immediately prior to the commencement of work.
5. Late Payment: In the event payment terms other than those set forth in Section 6.d are agreed upon and you fail to make any payment when due then, in addition to all other remedies that may be available to us (including our rights under Section 3.h and Section 8.b): (i) we may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or if lower, the highest rate permitted under applicable law, and (ii) you will be responsible for any and all costs incurred by us in the collection of past due amounts including, but not limited to, collection and filing costs and reasonable attorneys’ fees.

7. Ownership and Intellectual Property Rights

1. Archidiem Property: You acknowledge and agree that the Service is provided under license, and not sold, to you and that we and our licensors and service providers own and will retain all right, title, and interest in and to our name, logos, and other trademarks and the Service, including all associated features, functionality, software, content, materials and services made available therein by us, including all new versions, updates, revisions, improvements and modifications of the foregoing, including the look and feel, ideas, algorithms, methods, and concepts underlying or embedded in the foregoing, and including all Intellectual Property Rights related to any of the foregoing (collectively, the “Archidiem Property”). To the extent we develop corrections, enhancements, improvements, derivative works, or software relating to the Archidiem Property based upon ideas or suggestions submitted by you to us, you hereby irrevocably assign your rights to such ideas or suggestions or joint contributions to us, together with all Intellectual Property Rights in or relating thereto. We are not granting you any right, license, or authorization with respect to any of the Archidiem Property except as we have specifically provided in Section 4 above. We and our licensors and service providers reserve all other rights in and to the Archidiem Property.
2. Your Data: As between you and us, you are and will remain the sole and exclusive owner of all right, title and interest in and to all of Your Data, including all Intellectual Property Rights relating to Your Data, subject only to the rights you grant to us in this Section. During the Term, you hereby grant all such rights and permissions in or relating to Your Data to us and our subcontractors as are necessary to provide the Service to you and perform any related duties or obligations under this Agreement. In addition to the foregoing, you also hereby grant to us a nonexclusive, royalty-free, perpetual, irrevocable, transferable, worldwide license (with the right to sublicense) to store, process, and otherwise use all De-Identified Data in connection with the conduct of our business, including to enhance the performance and security of our products and services. “De-Identified Data” means Your Data that has been converted into an aggregated, anonymous, and/or de-identified form (i.e., in a form that cannot be used itself to identify you or your affiliates).
3. Publicity Rights: We may, without your consent, include your name, trademarks, and/or logos (the “Marks”) on our website and/or in other sales and marketing materials in order to factually identify you as a current or former customer (as the case may be). We may also, with your prior approval, include the Marks and additional information regarding the services provided to you hereunder in one or more press releases or case studies.

8. Term and Termination

1. Term: The initial term of this Agreement and any renewal provisions are as indicated in your Service Order. The initial term and each renewal term are referred to in this Agreement as the “Term.”
2. Termination: In addition to any other termination rights described in this Agreement or your Service Order, this Agreement may be terminated at any time by either party, effective when that party provides written notice to the other if the other party materially breaches this Agreement and such breach (i) is incapable of cure, or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching party provides the breaching party with a written notice regarding such breach.
3. Effect of Termination: If this Agreement is terminated or expires, then: (i) all rights, licenses, and authorizations granted by one party to the other will immediately terminate, (ii) we may disable your and your Authorized Users’ access to the Service, and (iii) we each will cease all use of the other party’s Confidential Information and promptly destroy all of the other party’s Confidential Information, except that each party may retain Confidential Information in its backups, archives and disaster recovery systems until such Confidential Information is deleted in the ordinary course (so long as it remains subject to all confidentiality and other applicable requirements of this Agreement).
4. Surviving Terms: Sections 4.b (Limitations and Restrictions), 5 (Confidentiality), 7 (Intellectual Property Rights), 8.c (Effect of Termination), 9.a (Your Assurances), 9.d (Disclaimers), 10 (Limitations of Liability), 11 (Miscellaneous), 12 (Definitions) and this Section 8.d will survive any expiration or termination of this Agreement.

9.   Assurances; Disclaimers.

1. By You: You represent and warrant that you own, or have the legal right to use, and permit us to access and use as contemplated by this Agreement, Your Data, and any third-party materials you have provided for use with the Service. All construction documents and house plans are protected by Federal Copyright Laws. Any use of the information contained in a set of plans beyond the one-time-use authorized by a purchase of prints, or any duplication, publication, sale, or distribution of any part of house plans without the prior written consent of the Original Designer represents a violation of Federal Laws subjects to the prescribed penalties.  By uploading plans, digital 3d models, and sketches, you agree to indemnify and hold harmless, Archidiem, LLC against any copyright infringement claims based on the drawings or building designs represented by them. You will indemnify, defend, and hold us and our subcontractors and personnel harmless from any third-party claim, action, proceeding or investigation arising from allegations that (i) would constitute a breach of your representations and warranties in this Section and/or (ii) our use of Your Data (as contemplated by this Agreement) infringes or misappropriates any Intellectual Property Right, privacy right or other right of any third party.
2. By Us Regarding Our Professional Services: We warrant to you that we will perform all professional services in a professional and workmanlike manner. If you provide written notice of any professional services not performed in accordance with this Section 9.b within thirty (30) days after completion thereof, we will re-perform such non-conforming professional services at no additional cost to you. THE PROMPT RE-PERFORMANCE OF PROFESSIONAL SERVICES WILL BE YOUR SOLE AND EXCLUSIVE REMEDY, AND OUR ONLY AND ENTIRE OBLIGATION AND LIABILITY, FOR ANY BREACH OF THE WARRANTY IN THIS SECTION 9.b.
3. By Us Regarding the Service: We warrant to you that each Digital 3D File prepared and delivered to you for a Project shall conform in all material respects to the Specifications you provided with respect to such Product. If you provide written notice of a breach of the warranty in this Section 9.c within thirty (30) days after delivery of the applicable Digital 3D File, we will review and examine such Digital 3D File and, to the extent we verify that a breach has occurred, we will promptly prepare and deliver an updated Digital 3D File that conforms to the warranty in this Section. THE REMEDY SET FORTH IN SECTION WILL BE YOUR SOLE AND EXCLUSIVE REMEDY, AND OUR ONLY AND ENTIRE OBLIGATION AND LIABILITY, FOR ANY BREACH OF THE WARRANTY IN THIS SECTION.
4. DISCLAIMER: EXCEPT FOR THE EXPRESS LIMITED WARRANTIES PROVIDED IN THIS SECTION 9, THE SERVICE, THE OUTPUT AND RESULTS THEREOF (INCLUDING THE DIGITAL 3D FILES) AND ALL ARCHIDIEM PROPERTY ARE PROVIDED “AS IS” AND WE HEREBY DISCLAIM ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHER, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY THAT THE SERVICE AND/OR THE OUTPUT OR RESULTS THEREOF (INCLUDING THE DIGITAL 3D FILES) WILL BE ERROR-FREE OR FREE FROM INTERRUPTIONS OR OTHER FAILURES OR THAT THE SERVICE AND/OR THE OUTPUT OR RESULTS THEREOF WILL MEET YOUR REQUIREMENTS. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY US, OUR EMPLOYEES, OUR SUBCONTRACTORS, OR OUR AGENTS WILL IN ANY WAY INCREASE THE SCOPE OF THE FOREGOING WARRANTY

10.  Limitations of Liability

1. Exclusion of Damages: IN NO EVENT WILL WE OR ANY OF OUR LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, FOR ANY: (i) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE OR PROFIT; (ii) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY, OR (iii) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED OR PUNITIVE DAMAGES, IN EACH CASE REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.
2. Cap on Monetary Liability: IN NO EVENT WILL OUR AGGREGATE LIABILITY OR THE AGGREGATE LIABILITY OF OUR LICENSORS, SERVICE PROVIDERS OR SUPPLIERS UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY AND OTHERWISE, EXCEED THE AGGREGATE AMOUNT PAID TO US HEREUNDER DURING THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST CLAIM HEREUNDER. THE FOREGOING LIMITATION APPLIES NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE.

11.  Miscellaneous

1. Agreement: This Agreement and each Service Order together constitute the entire agreement, and supersede all prior negotiations, understandings, or agreements (oral or written), between the parties regarding the subject matter of this Agreement (and all past dealing or industry custom).
2. Counterparts: Any Service Order may be executed in one or more counterparts, each of which will be an original, but taken together will constitute one and the same instrument. Execution of a signed copy of a Service Order delivered by facsimile, e-mail, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original
3. Amendment, Severability and Waiver: Except as expressly otherwise provided in Section 2 above, no change, consent, or waiver under this Agreement will be effective unless in writing and signed by the party against which enforcement is sought. Any delay or failure of either party to enforce its rights, powers, or privileges under this Agreement, at any time or for any period, will not be construed as a waiver of such rights, powers, and privileges, and the exercise of one right or remedy will not be deemed a waiver of any other right or remedy. If any provision of this Agreement is determined to be illegal or unenforceable, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect and enforceable.
4. Governing Law and Venue: Unless otherwise specified in your Service Order, this Agreement will be deemed to have been made in and will be governed by and construed in accordance with the laws of the State of Florida without regard to its conflicts of law provisions, and the sole jurisdiction and venue for actions related to this Agreement will be the state or federal courts located in the State of Florida and both parties consent to the exclusive jurisdiction of such courts with respect to any such action. In any event, this Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.
5. Notices: All notices under this Agreement will be in writing and may be delivered by electronic mail in portable document format (.pdf), certified or registered mail, overnight courier, or personal delivery, in each case to the address or e-mail address specified in the most recent Service Order (or to such other address or e-mail address specified by a party pursuant to the provisions of this Section).
6. Assignment: You may not assign or otherwise transfer your rights or obligations under this Agreement without our prior written consent, which shall not be unreasonably withheld. This Agreement will be binding upon, and inure to the benefit of, the successors and permitted assigns of the parties.
7. No Third-Party Beneficiaries: This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express, or implied, is intended to or will confer on any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of this Agreement.
8. Relationship of the Parties: The relationship between the parties is that of independent, contracting parties. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.
9. Force Majeure: Neither party will be liable for any delays or non-performance of its obligations arising out of causes, not within such party’s reasonable control, including, without limitation, actions or decrees of governmental authorities, criminal acts of third parties, earthquakes, flood, and other natural disasters, war, terrorism, acts of God, or fire.
10. Equitable Remedies: Each party acknowledges and agrees that a breach or threatened breach (i) by you of the limitations and restrictions in Section 4.b (Limitations and Restrictions), or (ii) by either party of any of its obligations under Section 5 (Confidentiality) would cause the other party irreparable harm for which monetary damages would not be an adequate remedy and that, in the event of such breach or threatened breach, the other party will be entitled to equitable relief, including in a restraining order, an injunction, specific performance and any other relief that may be available from any court of competent jurisdiction, without any requirement to post a bond or other security, or to prove actual damages or that monetary damages are not an adequate remedy. Such remedies are not exclusive and are in addition to all other remedies that may be available at law, in equity or otherwise.

12. Other Definitions

The terms “you” and “your” as used throughout this Agreement refers to the entity entering into a Service Order or to obtain a subscription to the Service.
In addition, terms that are used in this Agreement have the meanings described below:

• “Authorized Users” means each of your employees that has been granted valid access credentials to log in to the Service.
• “Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
• “Permitted Use” means accessing and using the Service to request (i) the design, development, and production of a digital 3D File for a requested Project, and (ii) in some circumstances, provide structural analysis, component design, quantity takeoff, or rendering and visualization digital transformations to produce such deliverables of the requested Project using the applicable digital 3D File, in each case solely for your internal business purposes and not for any other purpose.
• “Your Data” means the 2d plans, models, specifications, information, data, layouts, and other materials that are collected, uploaded, or otherwise received from you or an Authorized User by or through the Service in connection with this Agreement.