Last updated: 15^th November 2024

We operate an internet platform for the creation of IMDF files from provided plans as well as related tools made available by our Service. These terms of use, together with its appendices, the DPA and all documents and other operating rules and policies (including, without limit our Privacy Policy) referenced in these terms of use (“Terms”) and your Order (collectively, the “Agreement”) apply to and govern your access to and use of our Service, SDK and APIs (as applicable, and each as defined below) and is an agreement between Archilogic (as defined below) and you or the entity you represent (“you”, “your”, “Customer”).       

The Agreement takes effect on the earlier of the date you click a box indicating your acceptance of these Terms, enter into an Order with us, register for an account with us or us our services (“Effective Date”). You represent to us that you are lawfully able to enter into contracts (e.g. you are not a minor).  If you are entering into the Agreement on behalf of an organisation, you are agreeing to the Agreement for that organisation and representing that you have the legal authority to bind that organisation to the Agreement. In that case, “you”, “your”, “Customer” will refer to that organisation. 

If you have any questions or comments about us or the Service, Software SDK and/or APIs, please contact us at places@archilogic.com.          

1. Definitions 

Capitalised terms we use in the Agreement and which are not otherwise defined elsewhere in the Agreement will have the meanings given to them below:

Archilogic / we / us /our: means Archilogic AG of Kanzleistrasse 126, 8004 Zurich, Switzerland.     

APIs: means the application programming interface provided by Archilogic for you to connect to the Service as further described in the Software Specifications and Order.     

Authorised User(s): means those persons authorised by you to access and use the Service, SDK and/or APIs (as applicable) subject to and in accordance with the Agreement and the Scope.

Business Hours: means 09.00 (CET) to 18:00 (CET) on a Monday to Friday (excluding public holidays in Switzerland).

Content: has the meaning given in section 5 of these Terms

DPA: means the Data Processing Agreement found here and which is incorporated herein by reference.

Effective Date: has the meaning given in the first paragraph of these Term above.

Fees: means the fees set out in your Order or otherwise notified by us to you through the Service which are payable by you for each Scene requested by you for creation through your use of the Service.

License Terms: means the additional license terms found here and incorporated herein by reference which apply to your access to and use of the Software SDK and APIs (as applicable).

Order: means the Archilogic approved form or online subscription process by which you agree to subscribe to the Service and/or purchase Scenes.     

Personal Data: has the meaning given in the DPA.

Privacy Policy: means the then current Archilogic Privacy Policy found here, as updated by us from time to time.

Scene(s): means the data structure provided through your use of the Service, for example, in the form of the created IMDF files, a 3D interactive model or a 2D floor plan which is generated from the Customer Content you upload through your use of the Service. Scenes are purchased on a pay as you go basis.     

Scope: means the limits (in additional to those set out in in these Terms) within which you can use the Service, SDK, APIs and/or the Scenes as detailed in your Order and further detailed here, or as otherwise notified by us from time to time.

Software SDK: means the software made available by Archilogic in the form of a software development kit (SDK) which allows for the creation of custom interactions and representations by directly accessing the scene structure underlying each Scene, as further described in the Software Specifications which is licensed and used by you in accordance with the License Terms.

Software Specifications:  means Archilogic’s then current specifications for the Software SDK and/or APIs (as applicable) as provided in the relevant Order or as otherwise notified by Archilogic to Customer in writing from time to time.

Service: means either the free or paid subscription to our service for the Subscription Term to access our software applications made available as a service through our website to, among other things, create Scenes on a pay as you go basis) along with other related functions and tools as further described in here and in your relevant Order. Where specifically listed by us in your Order this could include a licence to use our Software SDK and/or APIs in connection with the Service (subject to the License Terms). 

Subscription Term: means a maximum duration of 6 months for the free subscription, or 12 months for the paid subscription, commencing on the Effective Date, subject to earlier termination by either party in accordance with the Agreement, within which you may access and use the Service and Scenes and, if included in the Order, use the Software SDK and/or API (as applicable) in accordance with the Agreement.     

2. Service

Service Subscription: Subject to your compliance with the terms of the Agreement and in consideration of payment of the applicable Fees for the Service subscription and/or the Scenes, we grant you and your Authorised Users a limited, non-exclusive, non-transferable right for the applicable Subscription Term to use the Service and purchased Scenes in accordance with the Scope and the terms of the Agreement and solely for your internal business operations.      

Scenes: The Service allows you to purchase Scenes created through your use of the Service on a pay as you go basis. Such purchased Scenes will be available for you to access and use via the Service for the Subscription Term (subject to earlier termination in accordance with the Agreement)..

Software SDK and APIs: Where explicitly stated in your Order, in conjunction with your Service subscription, you may also use the Software SDK and/or use the APIs offered by Archilogic to access the Service during the Subscription Term. Your license to use the Software SDK and/or API is granted in accordance with and subject to the additional terms and conditions set out in the License Terms. Such License Terms, together with the relevant terms of the Order and these Terms, apply to and govern your License to and use of such Software SDK and/or APIs. You will require a valid, and applicable, subscription to the Service in place to receive a license for and to use the Software SDK and/or APIs.

3. Use Restrictions

Service / APIs / SDK: Except as expressly set out in the Agreement or expressly permitted by local law, you agree:

(a) not to make alterations to, or modifications of, the whole or any part of the Service, APIs or the Software SDK, or permit the Service, APIs or the Software SDK or any part thereof 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 Scenes into other websites or media or other acts of integration which are a normal feature of the Service;

(b) not to disassemble, decompile, reverse-engineer or create derivative works based on the whole or any part of the Service, APIs or the Software SDK or attempt to do any such thing;

(c) not to provide or otherwise make available the Service, APIs or the Software SDK, in any form to any person, unless such provision is a normal feature of the Service;

(d) not to use the Service, APIs or the Software SDK or any Scenes created through the use of the Service for any illegal or unethical purposes or in any manner which may infringe or violate any third parties’ rights or breach any applicable laws;

(e) to comply with all technology control or export laws and regulations that apply to the technology used or supported by the Service; and

(f) to adhere to the Scope of use restrictions and conditions set out in the Agreement or as notified to you on the Service or otherwise notified by us from time to time. 

Software SDK and API: In addition to the use restrictions and obligations in these terms of use, the additional use restrictions and obligations set out in the License Terms apply to your access to and use of the Software SDK and/or APIs.

Authorised Users: You agree that you shall ensure that any Authorised Users’ use the Service, APIs and/or Software SDK in accordance with the terms and conditions of the Agreement and shall be responsible for any such persons’ acts and/or omissions and/or breach of the Agreement.

Scenes: You acknowledge and agree that the Scenes represent abstract models of the provided Content and are not to be treated as exactly-to-scale for further processing. In particular, without limitation, the Scenes must not be used for building constructions, building refurbishing, exact measurements, or any other use which requires exact measurements. 

No Reselling: You are expressly prohibited from reselling any of the Service, Scenes, Software SDK, APIs and/or any other of Archilogic’s services or products (or any parts thereof) without Archilogic’s express written consent.

4. Service Availability and Support

Availability: The Service is provided on an “as is” and “as available” basis which means that we do not warrant the Service 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 and agree that Service 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 Service as a result of such problems.

Support: We offer different tiers of support depending on your Service subscription. This support is offered during Business Hours only and you may access our help center (https://help.archilogic.com/knowledge) or contact us through the email icon in your dashboard. Support for the Software SDK and/or APIs is covered in the License Term.

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 the 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 and/or in the License Terms. 

Applicable laws: You will comply with all applicable laws and regulations in carrying out your obligations under this Agreement and respect of your and, where applicable, your Authorised Users access to and use of the Service, Software SDK and/or APIs and will not access or use the Service, Software SDK, API’s or Scenes for any illegal purposes.

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 Service, Software SDK and/or APIs , including, without limit, any plans you upload (“Content”), or where you make use of a feature of the Service 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 Service and the Scenes (“share”), you and your Authorised Users must comply with and ensure compliance with the below Content standards. You are responsible and liable 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 and/or your Authorised Users’ breach of the below content standards. 

You represent and warrant that any Content: 

1. will not infringe the proprietary rights, including, but not limited to, the intellectual property rights of any third party;
2. is accurate (where it states fact) and is genuinely held (where it states opinions);
3. complies with applicable laws and regulations in any country from which the Content is posted and/or used;
4. will not contain any material which is defamatory, obscene, offensive, hateful, inflammatory or illegal;
5. will not contain, install, introduce or distribute any viruses, worms, malware, Trojan horses or other harmful or destructive content;
6. will not promote sexually explicit material, violence, discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; 
7. 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;
8. will not violate the privacy or publicity rights of any third party; and
9. 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 the 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. 

Indemnity: 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 Content and/or your use of the Service, Software SDK and/or APIs in violation of the Agreement (including, without limit, in breach of section 3 and section 5). 

6. 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 Service, Software SDK and/or APIs, (except for any Content or part thereof which is generally available publicly or through other sources separate to the Agreement).  

In order to use the Service, Software SDK and/or APIs we require you to, and you hereby agree to, grant us and our third party service providers the non-exclusive, royalty-free, worldwide, transferable right and license for the Subscription Term to use, reproduce, distribute, prepare derivative works of, display and perform the Content for: (i) the operation and provision of the Service, Software SDK and/or APIs (and carrying out our rights obligations under this Agreement); and (ii) generating and featuring the Scenes on our Service. In the event you subscribed to any of our paid for services, any such Content and/or existing Scenes that you wish to continue to use through any of our paid for service will be governed by the terms and conditions for such paid for service. You acknowledge and agree that we may use anonymised Content at any time for the purposes of providing, updating, improving and developing our services.  You warrant to us that you have all necessary rights and licenses to and applicable consents for the Content for the lawful transfer to and use by us of such Content in accordance with the Agreement.

7. Intellectual Property

Archilogic IP: We are the owner or licensee of all intellectual property rights in (i) our Service and all underlying software and all related documentation and materials accessed through the Service, and the material published on it, (ii) the Scenes (subject to section 6 above), (iii) the Software SDK and APIs and related documentation, and (iv) any updates, developments and/or improvements made the Service, Scenes, Software SDK,  APIs and our products and services. 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 Service, the Agreement does not grant you any rights to or in intellectual property rights or licences in respect of the Service. 

Attributions: Archilogic reserves the right to display attributions on the Service, Scenes and Software SDK, such as ‘Powered by Archilogic'. Any such attributions or other footer credits or attributes may not be altered or removed.

8. Payment Terms    

Fees: The free Service subscription is free of charge for the Subscription Term, except for payment of the relevant Fees for each Scene purchased by you. The Fees payable for each Scene created through the Service  are indicated in the applicable Order or on the Service and you will be charged at the time of each request for Scenes. The available payment methods will be indicated in the applicable Order and all such payments and charges shall be made in accordance with such Order and the payment section below. The Fees are non-cancellable and non-refundable (except where stated otherwise in this section) and are exclusive of any applicable sales or value added tax. The fee for the paid Service subscriptions will be charged on the Effective Data.

Payment of Fees:

Payment card:  If you pay by a payment card, you hereby authorise us to collect from your payment card, details of which you provide to us on the date you first purchase a Scene (or alternative payment card details provided for further Scene purchases or for payment of the paid Service subscription). Except where otherwise expressly stated in the Agreement, Fees payable for purchases of Scenes are non-refundable and will be charged at the time you purchase each Scene, using the same payment card originally used for the first purchase (unless you elect to use an alternative payment card at the time of purchase).         

Invoicing: If you are sent an invoice for payment, you will pay such invoice in full and without deduction within 15 days of the date of such invoice.

Refunds: In the event      the Service is not able to create a Scene from the plan uploaded to the Service by you (such as due to compatibility or formatting issues with your plan), we will refund to you any fee paid by you for such Scene that the Service is unable to create.

Delay or Failure to pay: 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:

1. 1. we may, without liability to you, disable your account and access to all or part of the Service and Scenes and we shall be under no obligation to re-enable the same until such fees have been paid (including any interest where applicable); and
   2. interest shall accrue on a daily basis on such due amounts at an annual rate equal to 3% over the then current US Federal Funds Rate from time to time, commencing on the due date and continuing until fully paid, whether before or after judgement.

Fee changes: We reserve the right to change the fees for the Scenes and the most current price will be displayed at the time you order such Scenes.  Scenes already ordered will not be affected by the fee change.      

9. Term 

Subscription Term. Your right to access and use the Service and purchased Scenes and use of the Software SDK and/or APIs (as applicable) under and in accordance with the Agreement shall continue for the Subscription Term, unless suspended or terminated earlier      in accordance with section 10.  

Agreement Term. Subject to earlier termination in accordance with the Agreement, the Agreement shall commence on the Effective Date and continue until the date of expiry or earlier termination of the Subscription Term.

10. Suspension and Termination Rights and Refunds

Our rights to suspend the Service and/or Your access to the Service, Software SDK and/or APIs: We may, on notice to you, suspend your access to and/or use of the Service, Software SDK and/or APIs (i) if you infringe our Intellectual Property Rights or any rights of any third party, (ii) if you are in breach of any applicable laws or regulations, (iii) if are in material breach of the Agreement, and/or (iv) for your delay or failure to pay pursuant to section 8 (Payment Terms); and/or (v) as permitted in section 5 (Your responsibilities) .

Your Termination of the Agreement: You can upgrade to a paid subscription or terminate the Agreement and your access to the Service (and where applicable, the Software SDK and APIs) at any time following the instructions on our website or otherwise notifying us by email. 

Mutual Termination Rights:  Either party may terminate the Agreement immediately by notice in writing to the other party in the event the other party: 

1. is in material breach of the Agreement and, where such breach is capable of being remedied, fails to remedy the breach within 30 days’ notice of such breach; or
2. 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 further terminate the Agreement and remove your access to the Service, Software SDK and/or APIs and your account information and data (including Content) from the Service in any of the following events: (i) the Service, Software SDK and/or APIs are discontinued; (ii) we lose the right to provide you with the Service, Software SDK and/or APIs; or (iii) where the provision of the Service, Software SDK and/or APIs or part of the Service, Software SDK and/or APIs becomes unlawful. 

Termination Rights and Obligations: Upon termination or expiration of the Agreement for any reasons, you must immediately cease use of and access to the Service, Software SDK and/or APIs and pay all fees due to Archilogic up to and including the date of termination or expiration. Scenes will only continue to be available for use after termination of the Service where you have moved to a paid for service and such Scenes will be included in your Scene quota for such paid for Service. You may request to download your Scenes prior to termination or expiration, however the features and functionalities of the Scenes made available by us through the Service will no longer be available once downloaded. Fees paid for Scenes will not be refunded (except where otherwise expressly stated in the Agreement). 

Surviving provisions: All provisions of the 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

DPA:      The terms and conditions set out in the DPA, which is incorporated herein by reference, apply to the parties and govern the processing of any Personal Data (as defined in such DPA) which is processed by us under this Agreement.                                                                                 

Back Up:       You acknowledge and agree that we are not responsible or liable 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

Disclaimer. In addition to the disclaimer of warranties set out in section 4, we make no warranties that defects in the Service, Software SDK and/or APIs will be corrected or that the Service, Software SDK and/or APIs or the server that makes the Service available will be available at all times or that it is free of viruses or anything else which may be harmful or destructive. Except as expressly provided for in these Terms, we and our associated companies and suppliers, to the extent permitted by law, disclaim all other warranties, representations, terms and conditions, whether express or implied by statute, common law or otherwise, including without limit warranties, terms and conditions of merchantability, accuracy, correspondence with description, fitness for a particular purpose or use and satisfactory quality, and non-infringement, are hereby excluded.

Responsibility for Results. You acknowledge that the Service, Software SDK and/or APIs has not been developed to meet your individual requirements, and that it is your responsibility to ensure that the facilities and functions of the Service, Software SDK and/or APIs meet your requirements. You assume full responsibility for results obtained from the use of the Service, Software SDK and/or APIs 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 Service or any actions taken by us at your direction.

13. Limitation of Liability. 

Exclusions: 

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 Service; (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 the Agreement.

To the fullest extent permitted by law, in addition to the other exclusions set out in this section 13, we shall have no responsibility or liability:

1. for any third party products or service accessed and/or used by you through the Service;
2. where any failure to provide the Service, SDK and/or APIs is caused by a network, hardware or software fault in equipment which is not under our control;
3. for your acts or omissions;
4. for your use of the Service, Scenes, Software SDK and/or APIs in breach of the Agreement;
5. for results obtained from your use of the Service, Scenes, Software SDK and/or API or for conclusions drawn from such use;
6. for any damage caused by errors or omissions in any information, instructions or materials provided to us by you in connection with the Service or any actions taken by us at your direction.
7. for your use of the Scenes when not hosted via our Service; or
8. for any unauthorised access to the Service, Software SDK and/or APIs, including, without limit, a malicious security breach.

Liability Limit: 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 the Agreement shall be the higher of: (a) the total fees paid by you to us under the Agreement during the twelve (12) month period prior to the date the cause of action arose; or (b) $100.  

Liability not excluded or limited: Nothing in the Agreement excludes or limits either party’s liability for death or personal injury caused by its negligence or for fraud or fraudulent misrepresentation or for any other liability which cannot be excluded or limited by mandatory applicable law. 

Third party links. The Service may contain links to other websites. These third party websites are provided either to allow you to use certain features of the Service or for your information only. We make no representation or commitment and shall have no liability or obligation whatsoever in relation to the content or use of, or correspondence with, any such third-party website or any performance of any contract entered into by you with such third party. We recommend that you refer to the third party’s website terms and conditions and privacy policy prior to using the relevant third party website. We do not endorse or approve any third-party website nor the content or Service of any third-party website made available via the Service. 

14. Changes to the Agreement

The Agreement may be changed by us from time to time and we will notify you of such changes by posting of the revised version on this web page or by notifying you by email to your nominated contact. The modified terms and conditions become effective upon posting or the date specified in the email (where we notify you by email). You are responsible checking regularly for modifications and for ensuring you are familiar with the latest version of the Agreement. Continuing to use the Service, Software SDK and/or APIs after the change takes effect represents your agreement to be bound by the Agreement as amended.  Any changes to the Agreement made by you will not be binding on us unless expressly agreed by us in writing.

Archilogic may also, in the future, offer new services and/or features through the Service (including, the release of new tools and resources). Unless we notify you otherwise, such new features and/or Service will be subject to new terms and conditions. 

15. Other Important Terms

Transfer: We may assign or otherwise transfer our rights and obligations under the Agreement to another organisation (in whole or in part), but this will not affect your rights or our obligations under the Agreement. You may only transfer your rights or obligations under the Agreement to another person if we agree in writing.

Entire Agreement: The Agreement sets out the entire agreement and understanding between us and supersedes any previous agreement between us relating to its subject matter.  The Agreement applies in place of and prevails over any terms or conditions contained in or referred to in any correspondence or elsewhere or implied by trade custom or course of dealing.  Any general terms of business or other terms and conditions of any order or other document issued by you in connection with the Agreement shall not be binding on Archilogic.  In entering into the Agreement each party acknowledges and agrees that it has not relied on any representations made by the other except as set forth in the Agreement and any such representations are excluded.     

Waiver: If we fail to insist that you perform any of your obligations under the 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 the 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. 

Notices: All notices given under the Agreement must be in writing and be delivered by hand (including by courier), or sent by first class, pre-paid letter post or by email to the postal or email address for notices of the intended recipient set out this Agreement or in the relevant Order (as applicable) or to such other postal or email address as may from time to time be designated by notice given in accordance with this section, and will be deemed to have been given: if given by hand, when delivered; if sent by first class, pre-paid letter post, two business days after posting; and if sent by email, three Business Hours after being sent to the correct email address (provided the sender has not received notice of failure of delivery).

No Partnership: Nothing in the Agreement creates any partnership or joint venture between the parties, or the relationship between them of principal and agent.

No Third Party Rights: No third party (except, where applicable, the permitted assign of a party to the Agreement) is entitled to the benefit of the Agreement.

Governing Law and Jurisdiction: Please note that the 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 the Agreement.