DRAFT — UNREVIEWED. This document has not yet been reviewed by counsel. Do not publish or rely on it. Engage a US attorney with SaaS + AEC experience to finalize. Bracketed
[FILL IN]markers indicate fields the operator must supply. The B2C-versus-B2B treatment, the arbitration clause, and the liability cap in particular must be reviewed against the laws of your state of formation and target customer states; some provisions below may be unenforceable against consumers without modification.
Version: 2026-06-16 Effective date: [FILL IN — date of public ship]
Before the formal language, here is what these Terms say in plain English. The formal sections below control if there is any conflict.
These Terms of Service ("Terms") are a binding contract between you ("you" or "Customer") and [FILL IN — legal entity name; e.g. "Farhad Shariatzadeh" or "TraceBIM, LLC"] ("TraceBIM," "we," "us"). By creating an account, clicking "I accept," or otherwise accessing or using the Service, you agree to be bound by these Terms and our Privacy Policy and Acceptable Use Policy, each incorporated by reference.
If you are accepting these Terms on behalf of an organization (an architecture firm, an employer, or a client), you represent that you have authority to bind that organization, and "you" and "Customer" refer to that organization.
If you do not agree to these Terms in full, do not use the Service.
The Service is the TraceBIM parametric building-information-modeling and drafting platform, including its web application, APIs, mobile capture tooling, documentation, and any updates we provide. The Service includes optional AI-assisted features described in Section 5.
You must be at least 18 years old and able to form a binding contract under applicable US law. You are responsible for keeping your account credentials confidential and for all activity that occurs under your account, whether or not authorized by you. Notify us immediately at [FILL IN — security@domain] if you suspect unauthorized use. We are not liable for losses caused by unauthorized use of your account before you notify us.
Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service during the term of your account, solely for your internal business or professional use and not for the benefit of any third party except as expressly permitted.
You may not, and may not permit any third party to:
We reserve all rights not expressly granted. Nothing in these Terms transfers ownership of the Service or any underlying intellectual property to you.
THIS SECTION IS CENTRAL TO THESE TERMS. READ IT CAREFULLY.
The Service is a drafting tool. It assists you in producing drawings — floor plans, sections, elevations, details, dimensions, and title blocks. Some features use artificial-intelligence models supplied by Anthropic, PBC (collectively, the "AI Features"). AI Features include redline interpretation, conversational design assistance, floor-plan vectorization, component generation, and sheet validation.
Any output of the Service, including any drawing, sheet, schedule, model, BIM artifact, or AI-generated suggestion, is a draft. Drafts may contain errors, omissions, dimensional inaccuracies, code-non-compliant elements, or constructibility defects. AI outputs in particular are non-deterministic and may "hallucinate" plausible but incorrect content.
You must not use any output of the Service for construction, permitting, bidding, fabrication, structural calculation, life-safety determination, ADA-compliance determination, code-compliance determination, or any other regulated purpose until a licensed design professional — qualified to practice in the relevant jurisdiction for the relevant scope of work — has independently reviewed the output, corrected any errors, and affixed the professional's seal or stamp where applicable.
The watermark that the Service applies to exported sheets ("DRAFT — NOT FOR CONSTRUCTION — Requires licensed design-professional review and stamp") is a part of these Terms and may not be removed, obscured, or defeated.
We are a software vendor. We do not provide architectural, engineering, surveying, construction, code-compliance, or any other licensed professional services. Nothing produced by or through the Service constitutes the rendering of professional services by us, and no professional-client relationship is formed between you and us. Any licensed-professional services connected to your projects are rendered by you or by another professional you engage.
By invoking an AI Feature you (a) consent to the transmission of the content described in the Privacy Policy to Anthropic for processing; (b) represent that you have the right to transmit that content; (c) acknowledge that AI outputs require independent professional review before any use described in Section 5.2; and (d) agree not to submit content to AI Features that you are contractually, ethically, or legally prohibited from sharing with a third-party processor.
You retain all rights in the project content you create or upload using the Service ("Customer Content"). You grant us a worldwide, royalty-free, non-exclusive license to host, store, transmit, render, back up, and display the Customer Content solely to operate the Service for you. For Customer Content that you submit to AI Features, you additionally authorize us to transmit it to Anthropic as described in the Privacy Policy. This license terminates when you delete the Customer Content from the Service, subject to the retention windows described in the Privacy Policy and the audit-log retention in Section 8 of the Privacy Policy.
You represent and warrant that (a) you own or have all necessary rights to your Customer Content and to grant the license above; (b) your Customer Content does not infringe any third-party intellectual-property, privacy, publicity, or other right; and (c) your use of the Service complies with all contracts you have with third parties, including any non-disclosure or data-handling obligations you owe to your own clients.
If you submit suggestions, ideas, or feedback about the Service, you grant us a perpetual, irrevocable, royalty-free license to use that feedback without restriction. We are not obligated to keep feedback confidential.
[FILL IN — once monetization is wired. Until then this section is reserved; the Service is provided at no charge and either party may terminate at any time as described in Section 12.]
We may suspend or terminate your account, with or without notice, if we reasonably believe you have violated these Terms or the Acceptable Use Policy, or if continued service to you exposes us to legal, security, or reputational risk. We may modify, add, or discontinue any feature of the Service at any time. We will use commercially reasonable efforts to provide advance notice of material adverse changes that affect paying customers.
THE SERVICE AND ALL OUTPUTS, INCLUDING ALL DRAWINGS, MODELS, SHEETS, AI-GENERATED SUGGESTIONS, AND OTHER ARTIFACTS, ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, TRACEBIM EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, TITLE, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, TRACEBIM DOES NOT WARRANT THAT (A) THE SERVICE WILL MEET YOUR REQUIREMENTS; (B) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) ANY DRAWING, MODEL, OR OUTPUT PRODUCED BY THE SERVICE WILL BE ACCURATE, COMPLETE, CONSTRUCTIBLE, OR COMPLIANT WITH ANY APPLICABLE BUILDING CODE, ZONING ORDINANCE, ACCESSIBILITY STANDARD, LIFE-SAFETY REQUIREMENT, OR PROFESSIONAL STANDARD OF CARE; (D) AI-GENERATED OUTPUTS WILL BE FACTUALLY CORRECT OR FREE FROM HALLUCINATIONS; OR (E) DEFECTS WILL BE CORRECTED.
YOU ACKNOWLEDGE THAT THE SERVICE IS A DRAFTING TOOL AND THAT ANY USE OF ITS OUTPUTS FOR CONSTRUCTION, PERMITTING, OR ANY OTHER REGULATED PURPOSE WITHOUT INDEPENDENT REVIEW BY A LICENSED DESIGN PROFESSIONAL IS AT YOUR SOLE RISK AND CONTRARY TO THESE TERMS.
(All-caps formatting in this Section 10 is intentional, per UCC § 2-316 and analogous state-law conspicuousness requirements.)
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW:
(a) TRACEBIM'S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, STATUTE, OR OTHERWISE, WILL NOT EXCEED THE GREATER OF (i) THE TOTAL FEES YOU PAID TO TRACEBIM FOR THE SERVICE IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM, OR (ii) ONE HUNDRED US DOLLARS (US $100).
(b) IN NO EVENT WILL TRACEBIM BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, LOST REVENUE, LOST DATA, BUSINESS INTERRUPTION, CONSTRUCTION DELAYS, REWORK OR DEMOLITION COSTS, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, REGULATORY OR PERMITTING PENALTIES, MECHANIC'S OR MATERIALMAN'S LIEN COSTS, OR INJURY TO PERSON OR PROPERTY ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICE OR ANY OUTPUT OF THE SERVICE, EVEN IF TRACEBIM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(c) THE LIMITATIONS IN THIS SECTION APPLY (i) NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY AND (ii) WHETHER OR NOT TRACEBIM HAS BEEN NEGLIGENT.
(d) Some jurisdictions do not allow the exclusion of certain warranties or the limitation of certain damages. In those jurisdictions, the limitations above apply to the maximum extent permitted by law, and the remaining provisions of this Section continue in full force.
The Parties acknowledge that the fees (if any) for the Service, the disclaimer of warranties in Section 10, and the limitations in this Section 11 reflect an allocation of risk between them and are essential elements of the bargain. The Service would not be provided to you on these economic terms without these limitations.
You will defend, indemnify, and hold harmless TraceBIM and its officers, employees, contractors, and successors from and against any third-party claim, suit, proceeding, loss, liability, damage, fine, penalty, settlement, cost, and reasonable attorneys' fee arising out of or relating to (a) your Customer Content; (b) your use of the Service or any output of the Service, including any use for construction, permitting, bidding, fabrication, or any other regulated purpose without independent review by a licensed design professional as required by Section 5; (c) any actual or alleged personal injury, property damage, construction defect, or regulatory violation caused in whole or in part by reliance on an output of the Service that was not so reviewed; (d) your violation of these Terms, the Acceptable Use Policy, the Privacy Policy, or applicable law; or (e) your violation of any third-party right, including intellectual-property and privacy rights.
We may, at our option, assume the defense of any matter for which you owe indemnity, in which case you will cooperate as we reasonably request. You may not settle any matter that imposes any obligation on us without our prior written consent.
Either party may terminate these Terms at any time by ending the customer relationship: you by deleting your account, we by giving you reasonable notice (or immediate notice for material breach, fraud, or risk to the Service or other customers). On termination: your license under Section 4 ends; you remain responsible for any obligations that accrued before termination; we will make your Customer Content available for export for at least thirty (30) days unless prohibited by law; and Sections 5, 6 (license-back for backups), 7, 10, 11, 12, 14, 15, and 16 will survive.
READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.
If you have a dispute with us, you agree to first contact us at [FILL IN — legal@domain] and to attempt in good faith to resolve the dispute informally for at least sixty (60) days before initiating any formal proceeding.
Any dispute, controversy, or claim arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by binding individual arbitration administered by the American Arbitration Association ("AAA") under its Consumer Arbitration Rules (for individuals) or Commercial Arbitration Rules (for organizations), as applicable, in [FILL IN — county and state of TraceBIM's principal place of business], or by video conference at the arbitrator's discretion. The arbitrator's decision will be final and may be entered as a judgment in any court of competent jurisdiction. The arbitrator, and not any court, has the exclusive authority to resolve any dispute about the scope, enforceability, or formation of this arbitration agreement, except that a court may decide whether the class-action waiver in Section 14.3 is enforceable.
YOU AND TRACEBIM AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, COLLECTIVE, REPRESENTATIVE, OR PRIVATE-ATTORNEY-GENERAL PROCEEDING. The arbitrator may not consolidate claims of more than one person and may not preside over any form of representative or class proceeding. If a court of competent jurisdiction holds this Section 14.3 unenforceable as to a particular claim, then that claim, and only that claim, will be severed from arbitration and brought in the courts described in Section 14.5; the remainder of these dispute-resolution provisions will continue in full force.
Notwithstanding Sections 14.2 and 14.3, either party may (a) bring an action in small-claims court for a claim that qualifies for that court's jurisdiction, and (b) seek injunctive or other equitable relief in a court of competent jurisdiction to prevent actual or threatened infringement, misappropriation, or violation of intellectual-property rights or breach of confidentiality.
For any claim not subject to arbitration under this Section 14, the parties consent to the exclusive jurisdiction and venue of the state and federal courts located in [FILL IN — county and state of TraceBIM's principal place of business], and waive any objection to venue or forum non conveniens.
You may opt out of this Section 14 by sending us written notice at [FILL IN — legal@domain] within thirty (30) days after you first accept these Terms. The notice must include your name, account email, and a clear statement that you are opting out of arbitration. Opting out of arbitration will not otherwise affect these Terms.
These Terms are governed by the laws of the State of [FILL IN — your state of formation], without regard to its conflict-of-laws principles, and by applicable US federal law. The United Nations Convention on Contracts for the International Sale of Goods does not apply.
legal/CHANGELOG.md. We will notify you of material changes by email at least fourteen (14) days before they take effect and, where required, will require you to re-accept these Terms. Your continued use of the Service after a non-material update constitutes acceptance.Contact for questions about these Terms: [FILL IN — legal@domain].
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