Archilogic AG of Sonneggstrasse 76, 8006 Zurich, Switzerland ("Archilogic, "we", "us" or "our") operate an internet platform for three-dimensional, interactive representations and editing of architecture and design. Our services allow users to access our software applications made available as a service through our website to among other things convert 2D plans to 3D interactive models ("3D Model(s)") along with other related functions and tools as further described on our website (“Services”) and are offered on a free or paid for basis depending on the plan subscribed to by you. The following terms and conditions govern your access to and use of our Services.
If you are using the Services as an individual you represent that you are at least 18 years of age and can form legally binding contracts and if you are using such Services on behalf of an organisation, you are agreeing to this Agreement for that organisation and representing that you have the authority to bind that organisation to this Agreement. In that case, "you" and “your” will refer to that organisation.
Capitalised terms not otherwise defined in Agreement have the meanings given to them below:
Authorised User(s): has the meaning given in section 3.
Content: has the meaning given in section 5.
Free Services: has the meaning given in section 2.
Free Services Term: has the meaning given in section 9.
Initial Subscription Term: unless otherwise agreed in the applicable Order, the initial subscription period of 12 months for the Paid Services.
Packages: has the meaning given in section 2.
Paid Services: has the meaning given in section 2.
Renewal Terms: has the meaning given in section 9.
Scope: the limits within which you can use the Services and 3D Model(s) for the Free Services, or for the Paid Services for the applicable Package purchased, and as detailed on the Business page of our website (spaces.archilogic.com/business) and your Order.
Subscription Fees: has the meaning given in section 8.
Subscription Term: the Initial Subscription Term and any Renewal Terms.
Archilogic provides the Services based on tier packages subscribed to by you, as detailed on the "business" page of our website, spaces.archilogic.com/business (each a “Package”), which include an initial free Services Package (“Free Service”) and further paid for services Packages (“Paid Services”). References to “Services” throughout the Agreement shall include both the Free Service and Paid Services described in this section 2.
Where you are accessing our Free Services you will register for a free version account and may upgrade to our Paid for Services account at any time upon selecting and agreeing to purchase the applicable Subscription Fees for the selected Paid Services Package. The subscription to use any of the Paid Services Packages allows for access to certain features and increased Scope of use, and where applicable "pay as you go" pricing for each 3D Model and other features and functionality, depending on the Package you have selected to subscribe to and purchase, as indicated in the applicable Order. Upon purchase of such Paid Services Packages you will register for a Paid Services account and will pay the applicable Subscription Fees for the Package you have purchased as set out in the Order and in accordance with section 8 below. Where your use of the Free Services or any Paid Services is in excess of the Scope of use limitation and restrictions for the Free Services Package or relevant Paid Services Package, as applicable, You will be required to move from the Free Service Package to a Paid Services Package or move to a higher Paid Services Package, as applicable.
Free Services: Where you have registered for the Free Services Package, subject to your compliance with the terms of this Agreement, we grant you a limited, non-exclusive, non-transferable right to use the Free Services for the provision and use of the one free 3D Model in accordance with the terms of this Agreement and the Scope of use for the Free Services Package and solely for your internal business operations or your personal and domestic purposes, as applicable. We reserve the right to terminate your use of such 3D Models and deactivate your account and use of our Free Services at any time upon notice to you.
Paid Services: Where you are purchasing a Paid Services Package, subject to your compliance with the terms of this Agreement and in consideration of payment of the applicable Subscription Fees for such Package, we grant you and your [Authorised Users] a limited, non-exclusive, non-transferable right for the applicable Subscription Term to use the Paid Services in accordance with the Scope of use for the applicable Paid Services Package purchased by you and the terms of this Agreement and solely for your internal business operations or your personal and domestic purposes, as applicable.
3. Use Restrictions
Except as expressly set out in this Agreement or permitted by local law, you agree:
(a) not to make alterations to, or modifications of, the whole or any part of the Services, or permit the Services or any part of it to be combined with, or become incorporated in, any other programs unless expressly agreed by us in writing. For the avoidance of doubt, this does not apply to the embedding of the 3D Model(s) into other websites or media or other acts of integration which are a normal feature of the Services;
(b) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Services or attempt to do any such thing;
(c) not to provide or otherwise make available the Services, in any form to any person, unless such provision is a normal feature of the Services);
(d) not to use the Services or any 3D Models created through the use of the Services for any illegal or unethical purposes or in any manner which may infringe or violate any third parties’ rights;
(e)to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Services; and
(f) to adhere to the Scope of use restrictions and conditions applicable to the relevant Package subscribed to by you. You further acknowledge that the Paid Services Packages enable use of different features and services to the Free Services and agree to only use those features and services as permitted by your purchased Package.
Authorised Users: Where a Package has a maximum permitted number of users ("Authorised Users"), you undertake that you will not allow or cause access to or use of the Services by a number of persons which exceeds such maximum permitted Authorised Users. You agree that you shall ensure that such Authorised Users use the Services in accordance with the terms and conditions of this Agreement and shall be responsible for any such persons’ breach of this Agreement. If we discover that the number of Authorised Users using the Services has exceeded the applicable limit, you shall be liable to pay us the fee which would have been charged based on your actual use from the date the applicable limit was exceeded.
3D Models: You acknowledge and agree that the 3D Models represent three-dimensional abstract models of the 2D plans and are not to be treated as exactly-to-scale for further processing, in particular, without limitation, the 3D Models must not be used for building constructions, building refurbishing, exact measurements, or any other use which requires exact measurements.
4. Services Availability and Support
Availability: Archilogic will use its reasonable endeavours to make the Services available 24 hours a day, seven days a week, except for maintenance services which may be carried out at any time, with or without notice. Access to the Services is provided on an "as is" and “as available” basis which means that we do not warrant the Services will be available, uninterrupted or error-free at all times, and we shall not be liable to you for failure of the same. In particular, you acknowledge that Services may be subject to limitations, delays and other problems inherent in the use of communication networks and facilities and we have no liability for any delay or failure to access the Services as a result of such problems.
Support: We offer certain support with your use of the services during Business Hours only and you may access "how to" links and/or contact us with support queries by clicking on the question mark icon (?) on our website.
5. Your Responsibilities
Account: You are responsible for maintaining the security of your Archilogic account. You and your [Authorised Users] must treat your and their chosen password as confidential and not disclose it to any third party. You are fully responsible for all activities that occur under your account and any other actions taken in connection with your account. You must immediately notify Archilogic of any unauthorized use of your account or any other breaches of security. We have the right to disable your account and terminate this Agreement at any time if in our reasonable opinion you have failed to materially comply with any of Your responsibilities under section 3 and this section 5 of the Agreement.
Applicable laws: You will comply with all applicable laws and regulations in respect of your and, where applicable, your Authorised Users use of the Services.
Content: For any materials, data or information which you or your [Authorised Users] (as applicable) upload, input or require us to input on your behalf in your use of the Services ("Content"), including any 2D plans you upload or where you make use of a feature of the Services that allows you or your [Authorised Users] to import, upload, link to, present, share, embed or otherwise make material available to third parties through your use of our Services and the 3D Models (“share”), you must comply and ensure compliance with the below Content standards. You are responsible for the Content (including its legality, reliability, integrity, accuracy and quality) and agree to indemnify us for any loss or damage we suffer as a result of your breach of the below content standards.
You represent and warrant that any Content:
will not infringe the proprietary rights, including but not limited to the intellectual property rights, of any third party;
is accurate (where it states fact) and is genuinely held (where it states opinions);
complies with applicable laws and regulations in any country from which the Content is posted;
will not contain any material which is defamatory, obscene, offensive, hateful, inflammatory or illegal;
will not contain or install any viruses, worms, malware, Trojan horses or other harmful or destructive content;
will not promote sexually explicit material, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age;
is not made or operated in breach of any legal duty owed to a third party, such as a contractual duty or a duty of confidence;
will not violate the privacy or publicity rights of any third party; and
is not likely to mislead any person, including into thinking that you are another person or company or as to the source of the Content (such as spoofing).
Archilogic has the right (though not the obligation) to, in Archilogic's sole discretion, refuse or remove any Content that, in Archilogic's reasonable opinion, violates any terms of this Agreement or is in any way harmful or objectionable or infringes or violates any third party’s rights. You acknowledge that we also have the right to disclose your identity to any third party who is claiming that any Content shared by you constitutes a violation of their intellectual property rights, or of their right to privacy.
6. Our Rights to the Content
Archilogic acknowledges that, as between you and Archilogic, you are the owner of the Content you share on or through the Services, (except for any Content or part thereof which is generally available publicly or through other sources separate to this Agreement).
In order to use the Services we require you to, and you hereby agree to, grant us and our third party service providers the non-exclusive, royalty-free, worldwide, perpetual, transferable right to use, reproduce, distribute, prepare derivative works of, display and perform the Content for and in connection with: (i) the operation of the Services; and (ii) generating and featuring the 3D Model on our Services; provided that such use after the expiration or termination of the Subscription Term does not include any of your personal data without your express written permission. You acknowledge and agree that we may use anonymised Content at any time for the purposes of providing our services to our customers. You warrant to us that you have all necessary rights and licenses to and applicable consents for the Content for the transfer to and use by us of such Content in accordance with this Agreement.
7. Intellectual Property
We are the owner or licensee of all intellectual property rights in our Services and the 3D Models (subject to section 6 above) and all related software, documentation and materials accessed through the Services, and the material published on it. These works are protected by copyright laws and treaties around the world. All such rights are reserved. Except as expressly stated herein or enabled by the proper operation of the Services, this Agreement does not grant you any rights to or in intellectual property rights or licences in respect of the Services.
Archilogic reserves the right to display attribution on the 3D Model(s) such as ‘Powered by Archilogic'. Any such attributions or other footer credits or attributes may not be altered or removed.
8. Subscriptions and payment
Subscription Fees: Unless otherwise agreed in the applicable Order, you agree to pay us the relevant fees for the Paid Services Package you have selected to purchase which, depending on the relevant Package, will be either: (i)the monthly or yearly subscription fees for such Package, as applicable, payable in advance; or (ii) the "pay as you go" fees for such Package, and as indicated in the applicable Order (“Subscription Fees”). Details of those fees are as set out on the Business page of our website found at spaces.archilogic.com/business. For monthly/yearly Subscription Fees, we will charge you for the first instalment of such fees in advance on the date you first purchase a Package for the Paid Services (“Initial Charge Date”). Thereafter we will charge you on each monthly or yearly anniversary of the Initial Charge Date (depending on the Package selected by you) for the duration of the Subscription Term. For any “pay as you go” fees, you will be charged [either at the time of each request or monthly in arrears for those Paid Services used under such Package, as indicated in the applicable Order and are due immediately]. Unless otherwise agreed by us in the applicable Order, all such payments and charges shall be made on your payment card in accordance with the payment section below.
Payment: You hereby authorize us to collect from your payment card, details of which you provide to us on the Initial Charge Date, the applicable Subscription Fees and any additional fees applicable to your use of the 3D Models and/or Services (as set out in the applicable Order) on the charge dates specified above. The Subscription Fees and any additional fees are: (a) payable in the currency specified at the time of purchase of the applicable Paid Services Package; (b) unless otherwise stated in this Agreement, non-refundable; and (c) unless otherwise stated in the applicable Order, inclusive of any applicable sales or value added tax.
Suspension of Services: If we are unable to collect from your payment card the relevant amounts due within 10 days of the relevant due date, and without prejudice to any of our other rights and remedies:
we may, without liability to you, disable your account and access to all or part of the Services and we shall be under no obligation to re-enable the same until such fees have been paid (including any interest where applicable); and
interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current base lending rate of the Bank of England from time to time, commencing on the due date and continuing until fully paid, whether before or after judgment.
Fee changes: We reserve the right to change the fees, subject to providing you with sufficient notice of the fee change in advance. Fee changes will take effect: (a) in the case of monthly Subscription Fee, at the start of the next subscription period; or (b) in the case of annual subscriptions, on the date notified to you with the fee being adjusted on a pro-rata basis and any additional fees owing to us being charged to your credit card. Your continued use of the Services after the fee change becomes effective constitutes your agreement to pay the new fee.
If you change, upgrade or downgrade your Paid Services Package, the fee change will take effect from the start of the next applicable subscription period.
9. Subscription Term
Free Services Term: Your right to use the Free Services shall commence upon the date you create a Free Services account and shall continue until you move to a Paid Services Package or such access is otherwise terminated in accordance with section 10 below ("Free Services Term").
Paid Services Subscription Term: Your right to access and use the Paid Services shall continue for the applicable Subscription Term unless terminated earlier in accordance with section 10. The Initial Subscription Term will renew for further periods which are the same as the Initial Subscription Term ("Renewal Terms") unless terminated earlier in accordance with section 10.
10. Termination Rights and Refunds
Your Termination of Free Services: You have the right to terminate the Free Services for any reason and at any time. Simply cease using the Services and deactivate your account.
Your Termination of Paid Services: For Paid Services you can change to different Packages or terminate the Paid Services at any time following the instructions on our website or otherwise notifying us by email. Unless you are entitled to a refund under these terms and conditions or as required by applicable law (which cannot be excluded by us), fees paid in advance will not be refunded.
Non-Business Use: If you are using Paid Services as a consumer (as opposed to a business) and on a subscription basis, you may have a legal right to cancel your purchase of the Paid Services or upgrade to a different Package as provided under applicable local law and receive a refund. If you wish to exercise this legal right, you must notify us of your decision to cancel the initial purchase or upgrade by a clear statement (e.g. a letter sent by post or e-mail) within 14 days (or such longer period as provided under applicable local law) from the date of requesting the purchase of the Paid Services Package upgrade ("Cancellation Period"). We will reimburse you in accordance with the requirements of the applicable local law and using the same means of payment as you used for the initial transaction, unless agreed otherwise. We reserve the right to deduct an amount which is in proportion to those services that have been performed up until the point you communicate cancellation to us, in comparison to the full coverage of the relevant upgrade fee paid. In any event, you will not incur any fees as a result of the reimbursement.
This cancellation right is only available in respect of your first upgrade to each of the Packages. By creating a Paid Services account and requesting an upgrade to a Package (as applicable) you are requesting immediate performance of this Agreement.
Mutual Termination Rights: Either party may terminate this Agreement in the event the other party:
is in material breach of this Agreement and where such breach is capable of being remedied, fails to remedy the breach within 30 days’ notice of such breach; or
voluntarily files a petition under bankruptcy or insolvency law; shall have a receiver or administrative receiver appointed over it or any of its assets; or if the other party shall become subject to an administration order or shall enter into any voluntary arrangement with its creditors or shall cease or threaten to cease to carry on business; or is subject to any analogous event or proceeding in any applicable jurisdiction.
Archilogic Termination Rights:
We may terminate this Agreement without cause in respect of your access to and use of the Free Services at any time upon notice to you.
We may further terminate this Agreement (for the Free Services and/or Paid Services) and remove your account information and data (including Content) from the Services in any of the following events: (i) the Services are discontinued; (ii) we lose the right to provide you with the Services; or (iii) where the provision of the Services or part of the Services becomes unlawful.
Your obligations upon termination: Upon termination or expiration of the Agreement for any reasons, you must (i) in the case of termination of the Free Services, immediately cease use of and access to the Free Services, and/or (ii) in the case of termination of the Paid Services, immediately cease use of and access to the Paid Services and where applicable pay all fees due to Archilogic up to and including the date of termination or expiration, but you may continue to use the Free Service, subject to our right to terminate for your breach of the terms of this Agreement.
Surviving provisions: All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
11. Privacy and Content Security
Data Privacy: In this clause 11 "Personal Data" means data about an individual who can be identified either from that data or by combining the data with other information which we have access to.
Both of us must comply with all laws relating to the protection of Personal Data which apply to our respective businesses.
You warrant that you have the right to transfer your Personal Data to us so that we may lawfully use, process and transfer it in accordance with this Agreement on your behalf.
To the extent you upload any Content through your use of the Services containing Personal Data and we are deemed to be a processor of such Personal Data, we will:
process such Personal Data in accordance with your instructions and only as necessary for the provision of the Services to you;
take reasonable appropriate technical and organisational measures against unauthorised or unlawful processing of the Personal Data or its accidental loss, destruction or damage as is appropriate to the harm that might result;
ensure that anyone who has access to and/or processes Personal Data is obliged to keep it confidential;
not transfer the Personal Data outside of the European Economic Area without ensuring adequate measures are in place to protect the Personal Data as required by applicable data protection laws;
notify you promptly and without undue delay if we become aware of a breach of security which has resulted in the accidental or unlawful destruction, loss, alteration, unauthorised disclosure of or access to Personal Data;
if you ask us to and in any event on termination of this Agreement, delete or return to you all copies of the Personal Data;
provide you with reasonable assistance and information to allow you to comply with your obligations under applicable data protection laws;
maintain complete and accurate records and information to show we have complied with this clause 11; and
permit you (or your third party auditor) to audit our compliance with these terns on giving reasonable notice to us, provided that any third party auditor mandated by you to conduct such audit has entered into confidentiality undertakings which are satisfactory to us and you use reasonable endeavours to ensure that any such audit is designed to minimise disruption to our business.
Where we are acting as a processor of your Personal Data, you consent to us using subcontractors to process your Personal Data as long as:
we let you know if we are going to change one of them at least ten (10) days before we do so;
we ensure that they are subject to terms which comply with applicable law regarding the protection of Personal Data; and
we remain liable for any breach of this clause 11 by them.
Back Up. You acknowledge and agree that we are not responsible for backing up the Content and for this reason, we ask that you keep your own copy of all such Content at all times.
12. Disclaimer of Warranties
In addition to the disclaimer of warranties set out in section 4 we make no warranties that defects in the Services will be corrected or that the Services or the server that makes the Services available is free of viruses or anything else which may be harmful or destructive.
You acknowledge that the Services has not been developed to meet your individual requirements, and that it is your responsibility to ensure that the facilities and functions of the Services meet your requirements. You assume full responsibility for results obtained from the use of the Services, and from conclusions drawn from such use, including damage caused by errors or omissions in any information, instructions or scripts provided to us by you in connection with your use of the Services or any actions taken by us at your direction.
To the fullest extent permitted by law, Archilogic hereby disclaims all other warranties, representations, conditions and all other terms of any kind implied by statute or common law.
13. Limitation of Liability
To the fullest extent permitted by law, we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation or otherwise for (i) any special, indirect or consequential loss or damages, (ii) the cost of procurement for substitute products or services; (iii) interruption of use or loss or corruption of data; or (iv) loss of profits, loss of business or depletion of goodwill, arising out of or in connection with this Agreement.
To the fullest extent permitted by law, in addition to the other exclusions set out in this section 13, We shall have no liability:
for any other third party products or services accessed and/or used by you through the Services;
where any failure to provide the Services is caused by a network, hardware or software fault in equipment which is not under our control;
for your acts or omissions;
for your use of the Services in breach of this Agreement;
for your use of the 3D Model when not hosted via our Services; or
for any unauthorised access to the Services including a malicious security breach.
To the fullest extent permitted by law, our total aggregate liability to you arising out of or in connection with the performance or contemplated performance of this Agreement shall be the higher of: (a) the total fees paid by you to us under this Agreement during the twelve (12) month period prior to the date the cause of action arose; or (b) $100.
Nothing in this Agreement excludes or limits our liability for death or personal injury caused by our negligence or for fraud or fraudulent misrepresentation or for any other liability which cannot be excluded by law.
You assume sole responsibility for results obtained from your use of the Services and 3D Models, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or materials provided to us by you in connection with the Services or any actions taken by us at your direction.
You agree to defend, indemnify and hold harmless Archilogic from and against any and all claims, losses, damages, expenses and costs, including without limitation reasonable court costs and legal fees, arising out of or in connection with your use of the Services in violation of this Agreement.
15. Changes to this Agreement
This Agreement may be changed by us from time to time. Changes will be effective immediately upon posting of the updated Agreement on this web page. Where appropriate (such as a variation to fees), we will also provide advance notification to you by e-mail. You are responsible for ensuring you are familiar with the latest version of the Agreement. Continuing to use the Services after the change takes effect represents your agreement to be bound by the Agreement as amended.
Archilogic may also, in the future, offer new services and/or features through the Services (including, the release of new tools and resources). Unless we notify you otherwise, such new features and/or services will be subject to new terms and conditions of this Agreement.
16. Other Important Terms
Transfer: We may transfer our rights and obligations under this Agreement to another organisation, but this will not affect your rights or our obligations under this Agreement. You may only transfer your rights or obligations under this Agreement to another person if we agree in writing.
Waiver: If we fail to insist that you perform any of your obligations under this Agreement, or if we do not enforce our rights against you, or if we delay in doing so, that will not mean that we have waived our rights against you and will not mean that you do not have to comply with those obligations. If we do waive a default by you, we will only do so in writing, and that will not mean that we will automatically waive any later default by you.
Severability: Each of the terms and conditions of this Agreement operates separately. If any court or competent authority decides that any of them are unlawful or unenforceable, the remaining conditions will remain in full force and effect.
Governing law and Jurisdiction: Please note that this Agreement, its subject matter and its formation, are governed by substantive Swiss law excluding conflict of law rules. You and we both agree that the courts of Zurich, Switzerland shall have exclusive jurisdiction to settle any disputes which may arise out of or in connection with this Agreement.
Last Updated: May 23 2018