Terms and Conditions

• "Client" means the person or entity purchasing or using the Platform.
• "Platform" means Provider's hosted software-as-a-service platform, including all related features, functions, documentation, portals, APIs, interfaces, renderings, generated outputs, and support services.
• "Order" means any accepted estimate, proposal, order form, checkout page, Stripe payment page, or other purchasing document identifying the services, subscription plan, fees, and term.
• "Subscription Term" means the initial subscription period selected in the Order, together with any renewal term.
• "Client Data" means data, content, files, prompts, text, images, plans, information, and other materials submitted, uploaded, imported, transmitted, or otherwise provided by or on behalf of Client through the Platform.
• "Output" means any rendering, visualization, draft, report, recommendation, generated content, or other result produced by the Platform.

Subject to Client's compliance with this Agreement and payment of all applicable fees, Provider grants Client a limited, non-exclusive, non-transferable, non-sublicensable right during the Subscription Term to access and use the Platform for Client's internal business purposes.

Client is responsible for all access to and use of the Platform under its accounts, whether authorized by Client or not, and for maintaining the confidentiality of login credentials.

Provider may update, enhance, maintain, modify, replace, or discontinue features of the Platform from time to time. No roadmap, beta feature, preview, marketing statement, or product discussion creates a binding obligation to deliver any particular feature or functionality unless expressly stated in a writing signed by Provider.

Upon acceptance, Client will be charged upfront through Stripe or another payment processor approved by Provider for all one-time fees and the initial Subscription Term selected in the applicable Order. Unless otherwise stated, all fees are in U.S. dollars and are non-refundable once charged, except as expressly stated in this Agreement or required by applicable law.

If Client's payment method is declined, expires, is reversed, or becomes invalid, Provider may suspend or terminate access until all outstanding amounts are paid in full. Client is responsible for any chargebacks, payment disputes, returned payment fees, collection costs, and reasonable attorneys' fees incurred by Provider in collecting overdue amounts.

Provider may change pricing for future renewal terms by giving notice before renewal. New pricing will apply only to the next renewal term, unless otherwise agreed in writing.

The subscription begins on the date Provider accepts the Order or Client first receives access to the Platform, whichever occurs first, and continues for the initial Subscription Term stated in the Order.

Unless the Order expressly states otherwise, the subscription will automatically renew for successive renewal terms equal to the initial Subscription Term unless either party gives notice of non-renewal before the renewal date.

Client may cancel future renewals by using the same medium through which the subscription was purchased, through the billing portal if available, or by written notice to Provider through the contact form before the renewal date. Cancellation will stop the next renewal charge and will not entitle Client to a refund of fees already paid for the current term, except as required by law.

Fees do not include sales, use, excise, value-added, gross receipts, or similar taxes, duties, or governmental charges of any kind, all of which are Client's responsibility, except taxes based on Provider's net income.

Client acknowledges that the Platform is under ongoing development and may be updated, enhanced, maintained, repaired, patched, or otherwise modified from time to time to improve functionality, performance, security, compliance, and user experience.

Routine, non-emergency enhancements are generally scheduled outside Provider's normal business hours of 8:00 a.m. to 5:00 p.m. Eastern Time to reduce potential disruption; however, Provider may perform urgent, emergency, security-related, compliance-related, or infrastructure-related work at any time as reasonably required.

If priority support is included in the applicable Order, the duration and scope of such support are limited to what is expressly stated in the Order. "Priority support" means expedited handling relative to standard support only and does not guarantee any specific response time, resolution time, uptime, service level, or particular outcome.

Unless expressly stated in a signed writing, Provider does not provide custom development, professional services, data migration, implementation services, training, on-site support, or service-level commitments.

Client shall not, and shall not permit any third party to:

• Use the Platform in violation of any law, regulation, court order, or third-party right
• Upload, transmit, or process unlawful, infringing, defamatory, harassing, fraudulent, deceptive, obscene, or malicious content
• Reverse engineer, decompile, disassemble, decode, adapt, or otherwise attempt to derive source code, trade secrets, or underlying ideas from the Platform, except to the extent such restriction is prohibited by law
• Copy, modify, create derivative works from, frame, mirror, scrape, crawl, or benchmark the Platform for public disclosure
• License, sublicense, sell, resell, rent, lease, transfer, assign, distribute, or commercially exploit the Platform except as expressly authorized
• Interfere with or disrupt the integrity, security, performance, or availability of the Platform
• Circumvent usage limitations, account limits, technical restrictions, or security measures
• Use the Platform to build, train, improve, or support a competing product or service

Provider may investigate suspected misuse and may suspend or terminate access if it reasonably believes Client has violated this section.

Rendering and other high-compute features are subject to reasonable and commercially appropriate usage limits. Provider reserves the right to monitor usage levels and to limit, throttle, suspend, or charge additional fees for excessive or abnormal use that materially increases third-party API fees, infrastructure costs, storage costs, bandwidth usage, compute load, or support burden.

Provider may establish or revise usage thresholds, fair-use limits, seat limits, storage caps, project limits, request caps, concurrency caps, or similar operational limits upon notice to Client.

The Platform may depend on, integrate with, or interoperate with third-party services, including payment processors, cloud providers, model providers, APIs, communication providers, plugins, or external software. Provider is not responsible for any third-party service, including its availability, uptime, functionality, pricing, security, legality, data handling, content, acts, omissions, outages, or changes. Client's use of third-party services may be subject to separate third-party terms.

As between the parties, Client retains ownership of its Client Data. Client grants Provider a non-exclusive, worldwide, limited right during the Subscription Term to host, copy, store, transmit, display, modify, process, and otherwise use Client Data solely as necessary to provide, operate, support, secure, maintain, improve, and enforce the Platform and this Agreement, and as otherwise permitted by Provider's Privacy Policy and applicable law.

Client represents and warrants that it has all rights, permissions, notices, and consents necessary for Provider to process Client Data as contemplated by this Agreement. Client is solely responsible for the accuracy, quality, legality, reliability, and appropriateness of Client Data and for maintaining independent backups of any Client Data it considers important.

Provider will maintain commercially reasonable administrative, technical, and physical safeguards designed to protect Client Data against unauthorized access, use, alteration, or disclosure. Client acknowledges that no method of transmission over the Internet or electronic storage is completely secure, and Provider cannot guarantee absolute security.

Client is responsible for determining whether the Platform is appropriate for the type of information Client submits and for providing any privacy notices and obtaining any consents required by applicable law.

Provider may collect, generate, and use aggregated, statistical, operational, telemetry, and de-identified data derived from use of the Platform for lawful business purposes, including analytics, capacity planning, performance optimization, benchmarking, security, and product improvement, provided that such data does not identify Client or any individual.

Provider and its licensors retain all right, title, and interest in and to the Platform, all software, source code, object code, interfaces, workflows, templates, documentation, know-how, trade secrets, models, algorithms, designs, improvements, derivative works, and all related intellectual property rights.

Except for the limited access and use rights expressly granted in this Agreement, no license or other rights are granted to Client by implication, estoppel, or otherwise. If Client provides suggestions, ideas, enhancement requests, or other feedback regarding the Platform, Provider may use and exploit such feedback without restriction or obligation.

Client acknowledges that Outputs, including renderings and other generated content, may be produced through automated systems, may depend on Client Data and third-party systems, and may vary in accuracy, quality, completeness, consistency, or suitability for Client's intended use.

Provider does not guarantee that any Output will be error-free, buildable, code-compliant, manufacturable, marketable, non-infringing, fit for a particular purpose, or acceptable to any authority, customer, reviewer, contractor, architect, engineer, regulator, insurer, or end user.

Client is solely responsible for reviewing, testing, verifying, approving, and deciding whether to rely on any Output before using it for design, construction, manufacturing, engineering, sales, marketing, compliance, or any other purpose.

Each party receiving Confidential Information from the other party agrees to use it only as necessary to perform under this Agreement and to protect it using reasonable care, but not less than the care it uses to protect its own similar confidential information.

"Confidential Information" means non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential, including business plans, pricing, software, technical information, product designs, security information, and Client Data.

Confidential Information does not include information that the receiving party can demonstrate: was already lawfully known without restriction; becomes publicly available through no fault of the receiving party; is lawfully received from a third party without duty of confidentiality; or is independently developed without use of the disclosing party's Confidential Information.

Provider may suspend, restrict, or disable access to all or any part of the Platform, without liability, if Provider reasonably believes that: (a) Client has violated this Agreement; (b) Client's use poses a security risk or may harm the Platform or others; (c) suspension is necessary for maintenance, emergency repairs, or legal compliance; (d) Client has failed to pay amounts due; or (e) Client's usage materially exceeds agreed or reasonable limits.

Client represents, warrants, and covenants that:

• Client has the full power and authority to enter into this Agreement
• Client Data and Client's use of the Platform will not violate any law or infringe, misappropriate, or otherwise violate any third-party rights
• Client will use the Platform only for lawful purposes and in accordance with this Agreement
• Client will not submit to the Platform any data or content that Client is not authorized to provide

The Platform, all Outputs, renderings, support, documentation, and related services are provided "as is" and "as available." To the maximum extent permitted by law, Provider disclaims all warranties, whether express, implied, statutory, or otherwise, including any implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, quality, quiet enjoyment, and any warranties arising from course of dealing, usage, or trade practice. Without limiting the foregoing, Provider does not warrant that the Platform will be uninterrupted, error-free, secure, available at any particular time or location, free of harmful code, or that any defects will be corrected.

To the maximum extent permitted by law, Provider will not be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, or for any loss of profits, revenue, business, goodwill, data, or business interruption, arising out of or relating to this Agreement or the Platform, even if advised of the possibility of such damages. To the maximum extent permitted by law, Provider's total aggregate liability arising out of or relating to this Agreement, the Platform, or any Order will not exceed the total amounts paid or payable by Client to Provider under the applicable Order during the twelve (12) months immediately preceding the event giving rise to the claim. The limitations in this section apply regardless of the form of action and even if a limited remedy fails of its essential purpose.

Client will defend, indemnify, and hold harmless Provider and its members, managers, officers, employees, contractors, licensors, and agents from and against any third-party claims, actions, proceedings, damages, liabilities, judgments, settlements, penalties, fines, costs, and expenses, including reasonable attorneys' fees, arising out of or relating to: (a) Client Data; (b) Client's use of the Platform; (c) Client's violation of this Agreement; (d) Client's violation of applicable law; or (e) Client's infringement or misappropriation of any third-party rights.

Either party may terminate this Agreement for material breach by the other party if the breach remains uncured thirty (30) days after written notice, except that Provider may terminate immediately for nonpayment, unlawful use, security threats, or misuse of the Platform. Provider may also terminate this Agreement or any Order upon written notice if Provider discontinues the applicable service offering.

Upon expiration or termination, Client's right to access and use the Platform immediately ceases. Termination does not relieve Client of any obligation to pay fees accrued before termination.

For up to thirty (30) days after expiration or termination, Provider may, but is not obligated to, make Client Data available for retrieval upon written request and payment of any outstanding amounts due. After that period, Provider may delete Client Data without liability, unless a longer retention period is required by law or agreed in writing.

Each party will comply with laws applicable to its own business and performance under this Agreement. Client is solely responsible for ensuring that its use of the Platform, Client Data, and Outputs complies with all laws, regulations, professional obligations, permit requirements, and industry standards applicable to Client's business and end use.

Client shall not access or use the Platform in violation of U.S. export control, sanctions, or trade laws, and shall not permit use by any person or in any country or territory prohibited by applicable law.

Unless Client opts out in writing, Provider may identify Client by name and logo in Provider's customer lists and marketing materials solely to state that Client is a customer of Provider. Provider will not disclose Client's non-public confidential information in doing so.

Provider will not be liable for any delay, interruption, failure, or inability to perform caused by events beyond its reasonable control, including acts of God, labor disputes, utility failures, Internet or telecommunications failures, cyberattacks, denial-of-service attacks, cloud or hosting outages, government action, epidemics, pandemics, war, terrorism, civil unrest, or natural disasters.

Notices under this Agreement must be in writing and will be deemed given when sent by email to the contact information in the Order, or when delivered by nationally recognized overnight courier to the receiving party's principal business address.

This Agreement is governed by the laws of the Commonwealth of Pennsylvania, without regard to conflict-of-laws principles. Any legal action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in York, Pennsylvania, and each party consents to the personal jurisdiction and venue of those courts.

The prevailing party in any action to enforce this Agreement is entitled to recover its reasonable attorneys' fees and costs, to the extent permitted by law.

Client may not assign, delegate, transfer, or sublicense this Agreement or any rights under it without Provider's prior written consent, and any attempted assignment in violation of this section is void. Provider may assign this Agreement, in whole or in part, without Client's consent, in connection with a merger, acquisition, reorganization, recapitalization, financing, change of control, sale of equity, sale of substantially all assets, or by operation of law.

The parties are independent contractors. This Agreement does not create any partnership, joint venture, fiduciary, agency, employment, or franchise relationship.

This Agreement constitutes the entire agreement between the parties regarding its subject matter and supersedes all prior or contemporaneous discussions, understandings, proposals, marketing materials, and communications relating to that subject matter. If there is a conflict between these Terms and an Order signed by both parties, the signed Order controls only with respect to the conflicting subject matter.

Provider may update these Terms from time to time. Any material change will apply prospectively and, unless otherwise required by law, will become effective upon the next renewal term or upon Client's continued use after reasonable notice, whichever is later. No waiver, modification, or amendment by Client will be binding unless in writing and signed by Provider.

If any provision of this Agreement is held invalid, illegal, or unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be enforced to the maximum extent permitted by law.

Failure by either party to enforce any provision of this Agreement will not constitute a waiver of future enforcement of that or any other provision.

Electronic signatures, click-through acceptance, electronic records, and electronic communications are valid and enforceable to the fullest extent permitted by law. Client agrees that electronic acceptance of this Agreement has the same force and effect as a handwritten signature.