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Terms and Conditions

User Guide

Effective Date: These Terms apply as of November 15, 2022.

General terms

These General Terms apply to your account with Archi and to our Offerings, and constitute a binding contract between us.

1. Acceptance

By accepting these General Terms during your account registration or subscription process, or by accessing or using our Offerings, you confirm your acceptance of these General Terms and other applicable Terms and your agreement to be a party to this binding contract. If you do not agree, you do not have the right to access or use our Offerings.

You agree to these Terms on behalf of the company or other legal entity for which you are acting (for example, as an employee or contractor) or, if there is no company or legal entity, on behalf of yourself as an individual (in either case, “You”). You represent and warrant that you have the right and authority (as well as the capacity—for example, you are of sufficient legal age) to act on behalf of and bind such entity (if any) and yourself.

Additional capitalized terms are defined in these Terms and in the "Definitions" section (Section 17) below.

2. Refund and Disputes

2.1 Right of Return For Refund

For a limited period after You purchase or renew a subscription (the “Return Period”), (i) if You object to any of the terms set forth in these Terms, or (ii) if You object to the Archi terms of purchase or auto-renewal (if any) applicable to the purchase or renewal of the subscription, or (iii) if You are dissatisfied (for any reason) with the Offering to which You subscribed, You may return the Offering and may qualify for a refund.

For orders placed directly with Archi, Archi will provide a full refund of Your subscription fees if You cease use and return the Offering within the Return Period set forth below. For orders placed through a reseller or other third party, please check the applicable return and refund policy of that third party.

Type

Subscription Term

Return Period (measured from the date of purchase or renewal)

New subscription, Renewal of an existing subscription, Addition of users to an existing subscription, Aligning subscription billing or renewal dates

Subscriptions longer than monthly (for example, annual)

15 days

Monthly subscriptions

7 days

 

2.2 Initiation of disputes

You shall not initiate a payment dispute with your bank before you contacted Archi using the contact form and allow a solution to that ticket within 5 working days.

2.3 Dispute and Administration Fees

In case Archi wins a bank dispute initiated by You, a bank dispute fee of 20 Euro and an Archi administration fee of 20 Euro will be charged to You.

2.4 Termination of Services during disputes

In the event, a dispute is raised and in case of a breach of these terms, Archi may terminate any or all services in accordance with the section 15.2 (see below).

3. Account

3.1 Account Responsibilities

To subscribe to an Offering, You may need an account. You are responsible for anyone who obtains, accesses or uses Offerings through You or Your account (including Your Authorized Users). This means (among other things) that You are responsible for Your Authorized Users’ compliance with these Terms, including their use of their accounts, as though each of the Authorized Users is You. In certain cases, Your Authorized Users may be required to set up individual accounts or otherwise agree to applicable terms in order to obtain, access or use Offerings, but that requirement does not affect Your responsibility for Your Authorized Users.

You are also responsible for the security of Your account and all activity associated with Your account. This means (among other things) that You (i) will ensure that only Your Authorized Users use Offerings associated with Your account, and (ii) will secure and not share user IDs or passwords (except with authorized account administrators). If You suspect unauthorized use of Your account, please contact https://goto.archi/contact-sales.

You will ensure that all Your account information (including any information that You or Your Authorized Users provide in connection with Your registration for any Offering) is, and continues to be, true and complete.

3.2 Account Benefits

Your account is designed to provide a place for You to access and manage Your account information and obtain rights to Software, Web Services and other Benefits, including free benefits. Your account is designed to be accessible virtually anywhere, anytime via the web at goto.archi or at other successor or alternative Archi sites.

Your account features may include:

  • Single sign-in to Archi sites and services
  • Management of Your subscriptions
  • Access to Offerings
  • Access to downloads and trials
  • Access to technical support, learning resources and subscription news
  • Usage information regarding Your subscriptions, cloud credits and analytics

4. Subscriptions

Benefits

Your subscriptions may include Software or Web Services or a combination of both Software and Web Services. Your subscriptions may also include additional Benefits.

4.1 Subscriber benefits

You will be entitled to the subscriber Benefits that Archi makes generally commercially available to users with the same subscription as You (including level, geography and other attributes). Subscriber Benefits may include, for example:

  • Technical support
  • Global travel benefits
  • Rights to previous versions
  • Access to forums, learning events, newsletters, webinars, galleries, and other educational resources
  • Access to trial versions and APIs
  • Rights to Updates, Upgrades and other additional Software
  • Rights to Web Services

4.2 Subscribing to an offering

Archi may offer additional modes of support from time to time. Examples may include online chat, request a callback, support for Software and Web Services APIs , remote desktop troubleshooting or access to curated technical support resources, including articles, videos and similar content. Modes of support may differ depending on Your Offering. Additional terms may apply to these modes of support, including but not limited to conditions relating to technical requirements. Not all modes of support will be available in every region or every language.

4.3 Length of subscription

Your subscription to an Offering will be for a fixed term of limited length, the length of which should be indicated at the time of purchase and should be reflected on Your confirmation of purchase or other Offering Identification. If no length is indicated, please contact us at https://goto.archi/contact-sales and we will determine and confirm the length of Your subscription term.

4.4 Renewal of subscription

At the end of Your subscription period for an Offering, You may be able to renew Your subscription to the extent, and on the same terms, that Archi then generally makes commercially available to subscribers of such Offering in the same geography. Certain subscriptions (1 month and 1 year) automatically renew if a payment method is available.

4.5 Cancelation of subscriptions

Subscriptions can be canceled at any time by adjusting them on the Billing Plans page.

 

5. Software

If You order Software for delivery, or You order an Offering that includes Software (for example, if a Web Service Offering requires client Software), the Software will at Archi’s discretion be made available for download through Your account or other electronic means or delivered to You by Archi or an Archi-authorized third party. Additional fees may apply for delivery of physical media or other tangible embodiments of Software. No matter how Software is delivered, Archi will not be liable for any losses or other liability incurred by You or others due to late delivery or delivery to an incorrect address.

For any Offering consisting of Software that Archi makes available or delivers to You, and subject to compliance with these Terms and all payment obligations, Archi grants to You a nonexclusive, non-sublicensable, nontransferable license, for the period of Your subscription, to install and use the Software (and permit Your Authorized Users to install and use the Software) solely (i) in accordance with the Documentation for the Offering and any applicable Special Terms, if any, and (ii) within the scope of Your subscription, including the permitted number, License Type, Territory and other attributes specified for the type and level that You selected when subscribing for the Offering. If Your Offering Identification or other confirmation from Archi of Your subscription does not specify one or more of those attributes, the license will be (a) a Trial Version; (b) for You as an individual or, if You are a company or other legal entity, for one named employee; and (c) for use only within the country or jurisdiction where You acquired the Offering. You may not install, access or use (or allow installation of, access to or use of) any Software other than as authorized by such license and these Terms, and any other installation, access or use is unauthorized.

During the period of Your subscription, Archi may make available or deliver Updates or Upgrades to Software. All such Updates and Upgrades are subject to the same license and other terms as the Software to which the Updates or Upgrades apply. You are encouraged to promptly install and use all Updates and Upgrades made available to You during the subscription period. If You receive an Update or Upgrade for any Software, You may install and use both the previous version and the new version of the Software for testing and migration purposes for a maximum of 120 days (beginning on the first installation date for the new version), provided that, during such 120-day period, You do not use both versions concurrently for production use. After such 120 days, (i) Your (including Your Authorized Users’) right to access and use such previous version will end, and (ii) You must stop all access to and use of the previous version (including all access and use by Your Authorized Users), uninstall all copies of the previous version, and, at Archi’s request, destroy any such copies or return them to Archi or the reseller from which You acquired the Offering. For certain Offerings (because of Special Terms for the Offerings or because of exceptions granted by Archi under certain circumstances), You may have certain rights to continue using and accessing previous versions after such 120-day period. 

For the duration of a subscription, You may make one archival copy of the Software to which You subscribed solely for Your backup and archival purposes.

Any Software (including any Update or Upgrade) that Archi makes available or delivers to You is licensed for a limited subscription period, not sold, and You may not transfer or assign the license, except to the extent expressly permitted by applicable law notwithstanding a contractual prohibition to the contrary or as otherwise expressly permitted by Archi in writing. Your subscription to a Web Service does not grant to You a license to the underlying Software used in providing the Web Service.

6. Web Services

If You subscribe to Web Services, Archi will provide those Web Services to You for the period of Your subscription, subject to compliance with these Terms and all payment obligations. You may access and use the Web Services solely (i) in accordance with the Documentation for the Offering and any applicable Special Terms, if any, (ii) for Your internal business purposes, in the form made accessible and/or provided by Archi, and (iii) within the scope of Your subscription, including the permitted number, Web Services Type, Territory and other attributes specified for the type and level that You selected when subscribing for the Offering. If Your Offering Identification or other subscription confirmation from Archi does not specify one or more of those attributes, Your Web Service will be (a) a Trial Version; (b) for You as an individual or, if You are a company or other legal entity, for use by one named employee; and (c) for use only within the country or jurisdiction where You acquired the Offering. You may not access or use (or allow access to or use of) any Web Service other than as authorized by these Terms, and any such access or use is unauthorized.

Archi will make the Web Services available to You consistent with the manner in which Archi makes such Web Services generally commercially available to users with the same subscription as You (including level, geography and other attributes).

Web Services will be provided using processes and safeguards that are designed to help maintain the security of Your Content. Archi from time to time may have external auditors prepare reports for Archi subscriber on Archi’s adherence to its security controls for certain Archi services. You may request from Archi a copy of such reports applicable to a Web Service to which You subscribe, subject to Your agreement with Archi on non disclosure of and restrictions on use of such reports. Archi expects to make available such reports no more frequently than once annually.

7. Access To And Use Of Offerings

7.1 General Access and Use Conditions

Depending on the Offering, You may be required to log into Your account to activate, access or use (or to continue accessing or using) the Offering. Only You, including Your Authorized Users, may access or use an Offering. Access to and use of all Offerings is contingent on (among other things) Your timely payment of all applicable amounts, including any taxes and other fees, with respect to the Offerings and compliance with these Terms.

Some Offerings may cause Your Electronic Devices to automatically connect to the internet (intermittently or on a regular basis)—for example, to validate Your subscription, provide You with access to services (including third-party services) or download and install Updates or Upgrades, all without further notice to You. You agree to such connection and to validation of Your subscription and to the automatic downloading and installation of Updates and Upgrades. For some Offerings, You may be able to adjust Your Update or Upgrade settings (this is not available for other Offerings, including those for which automatic Updates or Upgrades are required for operation or security of the Offering).

Offerings do not include access to the internet or any other network or to any communications services or any hardware, software, storage, security or other resources necessary for accessing or using the Offerings. You and Your other suppliers and service providers are responsible for acquiring all such items and for their reliability, security and performance. Not all Offerings, and not all functions of an Offering (including those described in the Special Terms or Documentation), are available in all locations or languages.

8. Trial Versions

Archi may make available or deliver Offerings (or features of an Offering) labelled or offered as “not for resale,” “free,” “evaluation,” “trial,” “pre-release,” “beta” or another similar designation (collectively, “Trial Versions”). You may download, install, access or use Trial Versions only during the period and for the purpose of the trial, as expressly permitted by Archi. Except as expressly set forth in the online or other Documentation for the Trial Version or applicable Special Terms, (i) the subscription period for the Trial Version will be limited to 7 days, (ii) Your use will be limited to non-commercial evaluation purposes with no rights to make available or distribute the Trial Version to any third party, and (iii) the use will be only by You as an individual or, if You are a company or other legal entity, by one named employee. Notwithstanding anything contained in these Terms or otherwise, (a) Archi makes no commitments with respect to Trial Versions regarding any features, functions, service levels or data and provides no warranties of any kind with respect to Trial Versions, (b) Archi may choose not to generally release any Trial Versions or convert any Trial Version into a product offering, and (c) Trial Versions may contain code that is not fully tested, including errors and faults that may cause total data loss or system failure. Subscriptions to Trial Versions do not include Subscription Benefits, and Archi reserves the right, without any further notice, to end any Trial Versions at any time.

9. Feedback

You have no obligation to provide Archi with ideas for improvement, suggestions or other feedback (collectively, “Feedback”), whether in connection with a Trial Version or otherwise, unless otherwise specified in the Special Terms for an Offering. If, however, You provide any Feedback, You hereby grant to Archi a non-exclusive, transferable, irrevocable, worldwide, royalty-free license (with rights to sublicense) to make, use, sell, offer to sell, reproduce, modify, distribute, make available, publicly display and perform, disclose and otherwise exploit the Feedback and any Offerings using the Feedback.

10. Limitations On Use

10.1 Offerings are tools

The Offerings are tools and are intended only to assist You with Your design, analysis, simulation, estimation, testing and other activities and are not a substitute for Your professional judgment or Your own independent design, analysis, simulation, estimation, testing or other activities, including those with respect to product stress, safety and utility. Due to the large variety of potential applications for the Offerings, they have not been designed or tested for any specific uses, and it is Your responsibility to determine whether the use of an Offering is appropriate for the purposes You pursue. Archi will not be responsible or liable in any manner whatsoever for the results obtained through use of the Offerings, including any Output. You are responsible for Your (including Your Authorized Users’) use of the Offerings and any results produced by the Offerings, including any Output. Your responsibilities include, without limitation, the determination of appropriate uses for the Offerings and the selection of the Offerings and other computer programs and materials to help achieve Your intended results. You are also responsible for establishing the adequacy of independent procedures for testing the reliability, accuracy, completeness, compliance with applicable legal requirements, and other characteristics of any Output, including, without limitation, all items designed with the assistance of the Offerings. You further acknowledge that the Offerings and Output may not achieve the results You desire within Your design, analysis, simulation, estimation, testing and other constraints.

10.2 Acceptable use of offerings

You will access and use (and permit access to and use of) Offerings only in conformance with (and will comply with) all applicable laws. Except as expressly authorized by these Terms, including any Additional Agreement or Special Terms, or as otherwise expressly permitted in writing by Archi, You will not:

  • Reproduce, modify, adapt, translate, port or create derivative works of all or any portion of any Offering, except as expressly permitted by applicable law notwithstanding a contractual prohibition to the contrary;
  • Sublicense, distribute, transmit, sell, lease, rent, loan or otherwise make available all or any portion of any Offering (including any functionality of any Offering) to a third party or provide any functionality of any Offering to a third party (whether on a service bureau basis or otherwise); and
  • Access or use any Offering on or through the internet (other than as made available by Archi through the internet), any wide-area network (WAN) or any other non-local network; on or through any virtual private network (VPN); or on or through any application virtualization technology, remoting virtualization technology, web-hosting, timesharing, software as a service, platform as a service, infrastructure as a service, cloud or other web-based, hosted or similar service.

In addition, You will not:

  • Remove any copyright, trademark, confidentiality or other proprietary rights notice from any Offering, Documentation or related material;
  • Remove, disable or otherwise limit the effectiveness of any technical protection used by Archi to (i) manage, monitor, control or analyze the installation of, access to, or use of any Offering or (ii) protect Archi’s intellectual property rights;
  • Post, transmit or otherwise make available using the Offerings any information or material that is or may be:
    • false, libelous, defamatory, fraudulent or otherwise unlawful or tortious;
    • threatening, harassing, degrading, hateful or intimidating, or that otherwise fail to respect the rights and dignity of others;
    • obscene, indecent, pornographic or otherwise objectionable;
    • protected by copyright, trademark, design rights, trade secret rights, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner;
    • a national or state secret, classified information, controlled unclassified information, export controlled information, or any other information or material (including any photograph, drawing, plan or model) that is subject to official confidentiality treatment;
    • secret codes, countersigns, crypto-currency, passwords or other similar information;
    • advertising, spam, an offer to sell or buy any goods or services, a “chain letter” or any other form of solicitation; or
    • any malware (such as a virus, worm, Trojan horse, Easter egg, time bomb or spyware) or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, limit the use of, or monitor the use of, any hardware, software or equipment;
  • Use any Offering in violation of the restrictions in the “Export” section (Section 21.7) below;
  • Use the Offerings in any way that is fraudulent or otherwise unlawful or tortious, or has any fraudulent or other unlawful or tortious purpose or effect;
  • Interfere with or disrupt the operation of any Offering or the servers or networks used to make any Offering available, including by hacking or defacing any portion of an Offering;
  • Attempt to probe, scan or test the vulnerability of any Offering or to breach or circumvent any security or authentication measures used by any Offering;
  • Use any Offerings as storage for “remote loading” or as a “door” or “signpost” to other web pages or internet resources, whether inside or beyond the sites through which the Offerings are provided;
  • Collect content or information, from or with an Offering, using automated means (such as any robot, spider, site search/retrieval application or other device to retrieve, index, “scrape,” or “data mine”);
  • Use any Offering or the output of any Offering in connection with the training of a neural network or machine learning, deep learning or artificial intelligence system or software;
  • Unbundle the component parts of any Offering for use separate from each other or on different electronic devices (except as may be expressly permitted in writing by Archi); or
  • Use or access Software made available as part of a Web Service separately from the applicable Web Service (except as may be expressly permitted in writing by Archi).

11. Confidentiality

You or Archi (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”) in connection with these Terms. The Receiving Party will use the same degree of care as to the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and will (i) use the Confidential Information of the Disclosing Party only in connection with Offerings, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to the Confidential Information of the Disclosing Party to those of its employees, consultants, contractors, service providers, professional advisors and other individuals who need such access for purposes related to Offerings and who are subject to confidentiality obligations with the Receiving Party no less stringent than those in these Terms. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so. The Receiving Party will give the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and take reasonable steps to limit such disclosure. Archi may also disclose Your Confidential Information to comply with any governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving Archi, or at Your request. If disclosure is made at Your request, You may be responsible for the costs of compiling and providing access to Your Confidential Information.

12. Archi Proprietary Rights

You acknowledge and agree that Archi and its licensors and suppliers will have all ownership of and all rights with respect to (i) the Offerings, Documentation, APIs, Metrics and other information or material provided or made available by Archi to You and (ii) any copies of the foregoing, or any materials or other information based on, derived from or otherwise using any of the foregoing (including all rights under trade secrets, copyrights, trademarks, patents and all other intellectual property or proprietary rights relating to any of the foregoing). The structure and organization, the underlying algorithms and other internals, the protocols, data structures and other externals, and the source code of the Offerings and the APIs constitute proprietary and confidential information of Archi, and You will not disclose such information to third parties, or use such information for any purpose other than as required for ordinary-course access to and use of the Offerings as set forth in these Terms, without Archi’s prior written consent. Also, You agree not to access or attempt to access the Offerings by any means other than the interface Archi provides or authorizes. In addition, You agree not to engage in any decompiling, disassembling or other reverse engineering or otherwise attempting to discover, learn or study the structure or organization, underlying algorithms or other internals, the protocols, data structures or other externals, or the source code of the Offerings or APIs, except as expressly permitted under applicable law notwithstanding a contractual prohibition to the contrary. Archi may make available or provide access to other confidential and proprietary information (either marked as such or understood to be such under the circumstances). If You receive such information, You will not disclose it to any third party, or use such information for any purpose other than as required for access to and use of the Offerings as set forth in these Terms, without Archi’s prior written consent. You have only the rights expressly granted to You under these Terms (including any Additional Agreement or Special Terms). All rights not expressly granted are reserved by Archi and its licensors and suppliers; Archi and its licensors and suppliers expressly disclaim (and You agree not to assert) any other rights. You agree not to take any action, or to authorize or encourage any third party to take any action (or cooperate with any third party in taking any action), inconsistent with the foregoing.

13. Warranty, Disclaimers, Limitations On Liability

13.1 Limited warranty

Archi warrants that, for any paid subscription, as of the date on which the subscribed-for Offering is made available to You and for 90 days thereafter or, if the subscription period is shorter, such shorter period (“Warranty Period”), the Offering will provide the general features and functions described in the end-user Documentation for the Offering. Archi’s entire obligation and liability, and Your sole and exclusive remedy, for Archi’s breach of this warranty will be for Archi, at its option, (i) to attempt reasonably to remedy the breach or (ii) to refund amounts received for the affected subscription and terminate such subscription. You must bring any warranty claim for any Offering within its applicable Warranty Period.

13.2 Disclaimers

EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN THE “Limited Warranty” SECTION (Section 18.1) ABOVE, AND ANY EXPRESS WARRANTIES SET FORTH AS SUCH IN ANY ADDITIONAL AGREEMENT OR SPECIAL TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (i) THE OFFERINGS ARE PROVIDED “AS IS,” AND (ii) Archi AND ITS LICENSORS AND SUPPLIERS MAKE, AND YOU RECEIVE, NO WARRANTIES, REPRESENTATIONS, CONDITIONS OR COMMITMENTS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE OFFERINGS OR ANY OUTPUT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT OR OTHER WARRANTIES OR CONDITIONS IMPLIED BY STATUTE, OR ANY WARRANTIES OR CONDITIONS BASED ON A COURSE OF DEALING, USAGE OF TRADE OR INDUSTRY STANDARDS. Any statements about the Offerings (including any statements about their functionality or performance) or Output, or other communications with You, that are not contained in these Terms or any Additional Agreement or Special Terms are for information purposes only and do not constitute a warranty, representation, condition or other commitment. Without limitation as to the generality of the foregoing, Archi does not warrant or otherwise commit that (a) the Offerings or Output, or the access thereto or use thereof, will be available, uninterrupted, error-free, secure, accurate, reliable or complete, (b) the Offerings will meet any particular performance or availability criteria, (c) Your Content will not be lost or damaged or (d) errors will be corrected or any particular support requests will be resolved to meet Your needs. Any reference to “unlimited” access, use, storage or otherwise with respect to an Offering is subject to the technical limitations of the Offering.

13.3 Limitations on liability

Neither Archi nor any of its licensors or suppliers will have any liability (directly or indirectly) for any incidental, special, indirect, consequential or punitive damages; loss of profits or revenue; business interruption or loss of use; cost of procurement of substitute goods or services or other cover; failure of or defects in the Output; loss, corruption or deletion of (or failure to delete) data or Your Content; or damages resulting from Force Majeure (in each case, regardless of the legal theory for seeking such damages or other liability). In addition, the aggregate liability of Archi and its licensors and suppliers with respect to any Offering or Output thereof will in no event exceed the amount paid or payable by You for the Offering in the one-year period before the events or circumstances giving rise to the liability first occurred.

The limitations on liability in these Terms will apply to the maximum extent permitted by applicable law to any damages or other liability, however caused and regardless of the theory of liability, whether based on contract, tort (including negligence and strict liability), indemnification, recourse, statute or otherwise, even if Archi has been advised of the possibility of the liability and regardless of whether the limited remedies in these Terms fail of their essential purpose.

You acknowledge that the amounts payable for the Offerings are based in part on and reflective of the disclaimers of warranties and limitations on liability in these Terms and that such disclaimers and limitations are an essential element of the bargain between You and Archi.

Nothing in these Terms purports to restrict or exclude Archi’s liability for (i) death or personal injury caused by Archi’s willful intent or gross negligence or (ii) Your damages or losses caused by Archi’s fraud.

13.4 Relationship to applicable law

Archi does not seek to limit Your warranties, Your other rights and remedies, or the liability of Archi for damages or losses to the extent the limits are not permitted by applicable law (such as statutory warranties, conditions, remedies or liabilities that cannot be excluded by applicable law). Nothing in these Terms restricts the effect of warranties, the liability of Archi for damages or losses or other terms that cannot be excluded or otherwise modified under applicable law notwithstanding a contractual restriction to the contrary. These Terms give You specific legal rights, and You may also have other legal rights, which vary from jurisdiction to jurisdiction. For example, some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of these Terms may not apply to You. Some of these legal requirements are described in the "Country/Jurisdiction-Specific Terms" section (Section 23).

14. Indemnity

You will indemnify and hold harmless (and, at Archi’s request, defend) Archi against any and all losses, liabilities, expenses (including reasonable attorneys’ fees) suffered or incurred by Archi by reason of any claim, suit or proceeding (“Claim”) arising out of or relating to (i) Your Content; (ii) Your (including Your Authorized Users’) use of Offerings, including any Output or other results produced by such use; and (iii) Your (including Your Authorized Users’) breach of these Terms (including any Additional Agreement, any Special Terms or any other applicable terms).

15. Term, Termination, Suspension

These Terms become effective on the first date accepted in accordance with the "Acceptance" section (Section 1) and continue in effect indefinitely unless terminated in accordance with this “Term, Termination, Suspension” section (Section 20).

15.1 Your right to terminate

You may terminate Your subscriptions and these Terms if Archi is in material breach of these Terms (including any Additional Agreement, any Special Terms or any other applicable terms) and fails to cure such breach within 30 days after written notice of the breach.

15.2 Archi's right to terminate

Archi may terminate any or all of Your subscriptions or other Offerings, these Terms and/or Your account, if (i) You have no current paid subscriptions; (ii) You have failed to timely pay any amounts (including fees and taxes) owing with respect to any Offerings or otherwise owing to Archi; (iii) You (including any of Your Authorized Users) are in material breach of these Terms (including any Additional Agreement, any Special Terms, or any other applicable terms) and fail to cure such breach within 30 days after written notice of the breach; or (iv) You become subject to bankruptcy or insolvency proceedings, become insolvent, make an arrangement with or affecting Your creditors (including an assignment for the benefit of creditor) or commence a process of liquidation. These Terms will automatically terminate without further notice or action by Archi if You go into liquidation.

15.3 Effect of termination of subscription

Upon expiration or termination of a subscription or other Offering for any reason, Your rights with respect to that Offering, including any related Software license or subscription Benefits, will end. At that time, You will stop all access to and use of the Offering (including all access and use by Your Authorized Users) and uninstall any and all copies of materials related to such Offering (including any related Software, Documentation, APIs or other material from Archi). In addition, at Archi’s request, You will destroy any such copies or return them to Archi or the reseller from which You acquired the Offering. You will retain proof that You returned or destroyed all such copies. In connection with the expiration or termination of a subscription, (i) as a convenience to You for some Web Services, Archi will, upon Your written request, provide You with a brief period (for example, 30 days) in which You may retrieve Your Content after expiration or termination of the Web Services, if You are in compliance with these Terms and pay the applicable fees, if any (for example, Archi’s then-current professional services fees for any assistance Archi provides), and (ii) otherwise, Archi may delete, without notice, any or all of Your Content, including backup and other copies thereof. For more information on post-expiration/termination content retrieval, please check with the individual Web Services Offering. This convenience for some Web Services, if available, does not relieve You of responsibility for retaining and securing complete copies of Your Content at all times.

15.4 Effect of termination of terms

Upon any termination of these Terms for any reason, (i) Your account and Your subscriptions and other Offerings, including those of Your Authorized Users, will immediately terminate, (ii) You will cease all access to and use of any Offerings (including all access and use by Your Authorized Users), and (iii) the effects described above with respect to expiration or termination of a subscription or other Offering will apply. Your payment obligations, ownership of Your work (as described in the “You Own Your Work” section (Section 5)), obligations with respect to APIs and Your Development (including those in the “Archi APIs” section (Section 11.2)) and indemnity obligations (including those in the “Indemnity” section (Section 19)); the license as to Feedback (in the “Feedback” section (Section 14)); Archi’s rights and Your obligations with respect to proprietary rights (including the rights and obligations in the “Archi Proprietary Rights” section (Section 17)); the disclaimers and limitations on liability (in the “Limited Warranty, Disclaimers, Limitation on Liability” section (Section 18)); the governing law and dispute resolution provisions (in the “Contracting Archi Entity, Governing Law, and Dispute Resolution” section (Section 21.4)); and Your responsibility for anyone who accesses or uses (or obtains) Offerings through You or Your account (including Your Authorized Users) (including the responsibility described in the “Account” section (Section 4)) will survive termination for any reason.

15.5 Archi's right to suspend

If Archi believes in good faith that Your Content or Your conduct or failure to act (including the conduct or failure of Your Authorized Users) may (i) pose a security risk or otherwise adversely impact Offerings, systems or other users; (ii) constitute or enable tampering with, removing, disabling or otherwise limiting the effectiveness of any technical protections (including any mechanisms for managing, monitoring, controlling or analyzing the installation of, access or, or use of any Offerings or protections of Archi’s intellectual property rights); (iii) subject Archi, any reseller or any other user to liability; or (iv) not comply with these Terms (including any Additional Agreement, any Special Terms or any other applicable terms), including failure to pay any amounts owing with respect to any Offerings, Archi has the right, but not the obligation, to immediately disable or suspend Your access to and use of any Offerings and access to and use of Your Content. Unless Archi reasonably determines that immediate action is prudent, Archi will seek to notify You of the planned disabling or suspension before it takes effect.

16. Miscellaneous

16.1 Changes to the offerings

Archi reserves the right from time to time to (and You acknowledge and agree that Archi may) (i) modify or release subsequent versions of an Offering, or may discontinue an Offering and/or provide instead a substitute Offering; (ii) modify or discontinue the Benefits, features and functionality, or supporting services or availability with respect to an Offering, whether generally or in any geographic area or language; or (iii) add or modify license keys, authorizations or other means of controlling access to or use of the Offerings. Archi will endeavor to inform You of major changes to the Offerings.

16.2 Changes to terms

To the maximum extent permitted by applicable law, Archi reserves the right from time to time to (and You acknowledge that Archi may) modify these Terms. Archi will endeavor to notify You of any material modification to the Terms that may have a materially adverse effect on You (“Modification Notice”), and You will then have an opportunity to review such modification. Except as otherwise expressly set forth in these Terms (including any Additional Agreement or Special Terms), if any such modification has a material adverse effect on You and You do not agree to the modification, You may reject the modification by notifying Archi of the rejection within 30 days of the Modification Notice. If You reject a modification under these circumstances, (i) Your access to and use of any Offerings affected by the modification will continue to be governed by the terms in effect immediately before the modification (except to the extent the modification was made for security, privacy or legal compliance reasons) until (a) the end of the then-current period for the subscription or other Offering, if applicable, or (b) 180 days after the Modification Notice, whichever is earlier; and (ii) Your rights to such Offerings, including any related subscription Benefits, will then terminate. In the event of such a termination by You, Archi (or an applicable reseller) will refund the prorated portion of any prepaid fees applicable to the remaining term of Your subscription for the affected Offerings after the effective date of termination. Such date will be the end of the term of such Offerings. If the subscription is renewed or extended, it will be under the then-current Terms. Notices by You or Archi will be provided as set forth below, except that You may also provide Your notice of rejection (within the 30-day period described above) to the email address, or in any other manner, specified in the Modification Notice.

Notwithstanding the forgoing, modifications to the Privacy Statement, Special Terms, Subscription Types, Subscription Benefits or other policies will be handled as described therein.

You acknowledge that Your commitments with respect to the Offerings and Subscription Benefits are not contingent on delivery of future features or functionality (or oral or written statements about future features or functionality).

16.3 Language of terms; Interpretation

The English language version of these Terms will be the version used when interpreting or construing these Terms, and any notices or other communications in connection with these Terms will be provided in the English language. Any reference in these Terms to “days” are to calendar days unless otherwise specified. The words “including” and “for example” or “e.g.,” and words of similar import, are not limiting or exclusive and will be deemed followed by “without limitation,” whether or not such language is included. Section and other headings are for ease of reference only and are not to be used to interpret the meaning of any provision. Any rights and remedies provided for in these Terms are cumulative and are in addition to, and not in lieu of, any other rights and remedies available under applicable law.

17. Definitions

Authorized User means (i) You (if You are an individual) and (ii) identified individuals (such as Your individual employees, consultants and contractors and other individuals accessing and using an Offering) for whom You have acquired a subscription to an Offering. If an Offering allows You to designate Authorized Users for such Offering, You will be responsible for providing notice to, and obtaining agreement from, any such Authorized Users regarding the application of these Terms to their access to and use of such Offering prior to their access and use.

Archi means Archi, Inc., a Delaware (United States) corporation, together with its subsidiaries and other affiliates.

Archi Party means the particular Archi entity identified in the section entitled “Archi Party, Governing Law, and Dispute Resolution” .

Benefits means any benefits made available to You or Your Authorized Users by Archi. Benefits are typically based on the level or type of Offering for which You subscribe. Benefits may include access to Updates and Upgrades, rights to previous versions, additional Software or Web Services, Trial Versions, APIs, Global Use Rights, Global Travel Rights, technical support, training, webinars, forums, events, galleries, newsletters and usage data. Benefits may also include account benefits such as single sign-on and management of Your profile, security settings, linked accounts and preferences.

Confidential Information means information not generally known to the public that is (i) made available or disclosed by a Disclosing Party to a Receiving Party in writing and (ii) designated by the Disclosing Party in writing as Confidential. Archi Confidential Information also includes the non-public aspects of (i) any Offering and any related product plans, technology and other technical information and (ii) business negotiations. Nonetheless, Confidential Information does not include (a) any information that (1) becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (2) was known to the Receiving Party before receipt from the Disclosing Party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; (3) is received from a third party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; or (4) was independently developed by the Receiving Party; (b) any of Your Content that You send to, or allow to be accessed by, a third party through an Offering; or (c) any Feedback.

Customer Information Form means a form completed by or on behalf of You and submitted to Archi (or to a reseller), directly or indirectly, in connection with Your account, a subscription or other Offering.

Documentation means any end-user documentation (including online, printed or other documentation) and any technical or legal requirements for an Offering.

Electronic Devices mean (i) computers (whether desktop, laptop or tablet); (ii) virtual machines not accessed through a network connection; and (iii) mobile devices.

Governmental Entity means any nation or government, including the United States federal government, any state, municipality or other political subdivision thereof, and any entity, body, agency, commission, department, board, bureau or court, whether exercising executive, legislative, judicial, regulatory or administrative functions of or pertaining to government, and any employee or official thereof.

License Type means the license type specified by Archi for a subscription (for example, single-user or multi-user). License Types are set forth on Subscription Types.

Metrics means data and other information regarding access to and use of any Offerings (including Your access and use). Metrics includes information regarding usage of features, functions, storage and indexes and information regarding usage, volume, type, storage and processing of Your Content (but not Your Content itself). If Metrics includes any personal information, treatment of such personal information will be pursuant to the Privacy Statement.

Offerings means Software, Web Services and other Benefits provided by Archi and any subscriptions for such items. Offerings includes free and other Trial Versions of Software, Web Services and other Benefits.

Offering Identification means one or more designations by Archi that set forth (as applicable) the name of an Offering, the License Type or Web Services Type, and the permitted number, Territory and length of Your subscription. The Offering Identification may be (i) provided in a written confirmation or other notice issued to You by Archi, posted to Your account, transmitted via email, physically delivered or otherwise made available to You; (ii) located in the Software or on or with any Archi packaging if the Software is delivered to You; or (iii) obtained from Archi on request. Offering Identification does not include any designation, confirmation, packaging or other document provided by a reseller or other third party.

Output means all results, work product, designs, prototypes or other items created or generated by or through any use of any Offering, including any products, parts or services based on or using such results, work product, designs, prototypes or other items.

Software means any software or similar materials, including any modules, components, features and functions, made available by Archi, whether or not provided as part of a subscription and whether or not provided for a fee. Software includes Updates and Upgrades.

Terms (including “these Terms”) means these General Terms and the other terms referenced in these General Terms, including the Special Terms, Archi Privacy Statement and Additional Agreement (if any), together with any other applicable terms.

Territory means the country or jurisdiction where You acquired Your subscription. Archi may indicate the applicable Territory in an Offering Identification. For additional information regarding the definition of Territory see the “Country/Jurisdiction-Specific Terms” section (Section 23). You and Your Authorized Users may be permitted to access and use Your subscriptions outside of the Territory pursuant to certain Subscription Benefits.

Trial Versions will have the meaning set forth in the "Trial Version" section (Section 12).

Updates means security fixes, hot fixes, patches and other updates (including new features, new functions and other modifications released between Upgrades), if and when made available to You by Archi and determined by Archi to constitute an update.

Upgrades means new versions of Offerings, or add-ons to or additional products associated with Offerings, if and when made available to You by Archi and determined by Archi to constitute an upgrade.

Web Service means a web- or cloud-based service made available by Archi, whether or not provided as part of a subscription and whether or not provided for a fee.

Web Services Type means the Web Services type specified by Archi for a subscription (for example, number of cloud credits). Web Services Types are set forth on Subscription Types.

Your Content means (i) any files, designs, models, data sets, images, documents or similar material submitted or uploaded to any Offering by You or Your Authorized Users and (ii) Your specific output generated from the use of any Offering based on Your own raw data or information.