Enterprise SaaS Agreement

1. Parties and Order Form

This Enterprise SaaS Agreement ("Agreement") is entered into between ArchiMind ("Provider") and the Customer identified in the applicable Order Form. The Order Form, these terms, the Privacy Policy, and the AI Disclaimer together constitute the entire agreement between the parties. In the event of conflict, the Order Form controls, followed by this Agreement, followed by the Privacy Policy.

2. License Grant and Scope

ArchiMind grants Customer a non-exclusive, non-transferable, non-sublicensable license to access and use the Service during the Subscription Term solely for Customer's internal business purposes, subject to the seat limits, feature tiers, and usage caps specified in the Order Form.

Customer may not:

• Resell, sublicense, or make the Service available to parties outside Customer's organization.
• Exceed the number of licensed seats specified in the Order Form.
• Decompile, reverse engineer, or attempt to derive source code from the Service or Revit add-in.
• Use the Service for competitive intelligence, benchmarking, or to build a competing product.

3. Service Levels

ArchiMind will use commercially reasonable efforts to maintain Service availability. Target uptime is 99% measured monthly, excluding scheduled maintenance windows communicated at least 48 hours in advance and emergency maintenance for critical security issues.

Service credits. If monthly uptime falls below 99%, Customer may request a service credit equal to 5% of the monthly fee for each full percentage point below 99%, up to a maximum credit of 30% of the applicable monthly fee. Credits are Customer's sole remedy for downtime and must be requested within 30 days of the affected month.

ArchiMind does not provide guaranteed response times for support requests under the standard Enterprise tier. Priority support SLAs are available as an add-on; contact info@archimindcbc.com for details.

4. Data Ownership and Processing

Customer retains full ownership of all architectural drawings, project files, and data submitted to the Service ("Customer Data"). ArchiMind receives only the limited processing license described in the Privacy Policy and Data Policy, solely to provide the Service.

ArchiMind will not use Customer Data to train, fine-tune, or improve AI or machine learning models without Customer's explicit written consent. Customer may request a Data Processing Agreement (DPA) addendum for projects involving educational records subject to FERPA, California student privacy laws, or state agency data governance requirements.

Upon Customer's written request, ArchiMind will delete all Customer Data within 30 days, subject to retention obligations imposed by applicable law.

5. Confidentiality

Each party agrees to protect the other party's Confidential Information using at least the same degree of care it uses to protect its own confidential information, but no less than reasonable care. "Confidential Information" means any non-public information disclosed by one party to the other that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information.

Confidential Information does not include information that: (a) is or becomes publicly known through no breach of this Agreement; (b) was rightfully known before disclosure; (c) is independently developed without use of the disclosing party's Confidential Information; or (d) is required to be disclosed by law, provided the receiving party gives prompt notice to enable the disclosing party to seek a protective order.

Customer's architectural drawings and project data are treated as Customer's Confidential Information. ArchiMind's pricing, technical specifications, and roadmap information are treated as ArchiMind's Confidential Information. Confidentiality obligations survive termination of this Agreement for three (3) years.

6. Security

ArchiMind implements industry-standard security controls including: data encryption in transit (TLS 1.2+) and at rest, role-based access controls, regular security reviews, and secure credential management. ArchiMind will notify Customer within 72 hours of becoming aware of a security breach affecting Customer Data, as required by applicable law.

7. AI Limitations

Customer acknowledges that Service outputs are AI-generated and probabilistic. No output constitutes a professional code compliance determination, DSA submittal review, or engineering opinion. Customer's licensed architects and engineers retain sole professional responsibility for all code compliance determinations and regulatory submissions. See the AI Disclaimer at archimind.io/ai-disclaimer for the complete limitations statement.

8. Fees and Billing

Fees are as specified in the Order Form. Enterprise subscriptions are invoiced annually in advance unless the Order Form specifies otherwise. All fees are non-refundable except as expressly provided in Section 3 (service credits) or as required by applicable law.

ArchiMind may increase fees at renewal with 60 days written notice. Customer may elect not to renew if it does not accept the new pricing.

9. Limitation of Liability

Neither party will be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages, including lost profits, lost revenue, construction costs, design errors, code violations, or DSA plan check rejections, regardless of whether advised of the possibility of such damages.

ArchiMind's total aggregate liability to Customer for all claims under this Agreement shall not exceed the total fees paid by Customer to ArchiMind in the twelve (12) months immediately preceding the claim.

10. Indemnification

Customer agrees to indemnify and hold harmless ArchiMind from claims arising from: (a) Customer's misuse of or improper reliance on Service outputs; (b) Customer's violation of applicable professional licensing laws; (c) Customer's violation of this Agreement; or (d) any professional liability claim arising from design decisions or regulatory submissions made in reliance on Service outputs.

ArchiMind agrees to indemnify Customer from third-party claims that the Service, as provided by ArchiMind, infringes a third-party intellectual property right, provided Customer notifies ArchiMind promptly of such claim and cooperates in the defense.

11. Term and Termination

The Subscription Term is specified in the Order Form. This Agreement renews automatically for successive terms equal to the initial term unless either party provides written notice of non-renewal at least 60 days before the end of the current term.

Either party may terminate this Agreement for material breach with 30 days written notice if the breach is not cured within the notice period. ArchiMind may terminate immediately for Customer's breach of Section 2 (license restrictions) or non-payment.

Upon termination, Customer's access to the Service is revoked, all license keys are deactivated, and Customer Data is deleted pursuant to the Data Policy. Sections 4, 5, 7, 9, 10, and 12 survive termination.

12. Governing Law and Disputes

This Agreement is governed by the laws of the State of California without regard to conflict of law principles. Disputes will be resolved by binding arbitration in Orange County, California under AAA Commercial Arbitration Rules. The prevailing party in any arbitration is entitled to recover reasonable attorneys' fees.

Contact

To execute this agreement or request a Data Processing Agreement addendum: info@archimindcbc.com
ARCHIMIND, INC. · 27525 Puerta Real Ste 300-313, Mission Viejo, CA 92691