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Shape Exchange is a Cloud Service of Diagraphics Inc.

These Terms were last updated on January 22, 2026

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If you signed a separate Cover Page to access the Product with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separate Cover Page applies to your use of the Product.

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This Agreement is between Diagraphics Inc. and the company or person accessing or using the Product. This Agreement consists of:

the Order Form below and
the Framework Terms defined below.

If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.

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Cover Page

Order Form

The key business terms of this Order Form are as follows:

Framework Terms	This Order Form incorporates and is governed by the Framework Terms that are made up of the Key Terms below and the Common Paper Cloud Service Agreement Standard Terms Version 2.1, which are incorporated by reference. Any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page or the Standard Terms.
Cloud Service	Shape Exchange
Order Date	As specified on the payment form completed by Customer
**Free Trial Period
(if applicable)**	Provider may offer a free trial with certain subscription plans. If a free trial is available, the start date and duration of the trial will be indicated on the payment form completed by Customer. The Subscription Period will automatically start following the Trial Period.

**Modifications to the Agreement that apply only to the Trial Period

-** Sections 6.3 (Representations & Warranties from Provider), 6.4 (Provider Warranty Remedy), and 9 (Indemnification) do not apply during the Trial Period.

- Either party may immediately terminate the Agreement during the Trial Period for any or no reason by giving notice to the other party. | | Paid Pilot Period (if applicable) | Provider may offer a paid Pilot on certain subscription plans. Paid Pilots differ from Free Trials in that they include specified Professional Services. If a subscription begins with a Pilot Period, its start date and duration will be indicated on the payment form completed by Customer. The Subscription Period will automatically start following the Pilot Period.

**Modifications to the Agreement that apply only to the Pilot Period

-** Sections 6.3 (Representations & Warranties from Provider), 6.4 (Provider Warranty Remedy), and 9 (Indemnification) do not apply during the Trial Period

Pilot Period fees are nonrefundable. | | Subscription Period | 1 month | | Cloud Service Fees | Customer will pay Provider the applicable Fees as indicated on their completed payment form. Provider may update Product pricing by giving at least 30 days notice to Customer (including by email or notification within the Product), and the change will apply in the next Subscription Period. | | Subscription Period | Automatic payment: Customer authorizes Provider to bill and charge Customer’s payment method on file Monthly for immediate payment or deduction without further approval. | | Non-Renewal Notice Period | At least 30 days before the end of the current Subscription Period. | | Use Limitations | All users of the Cloud Service must have a paid User Account. Each User Account is for the use of a single individual only. A User Account is required to submit and review jobs for Tally Services (see below). | | Technical Support | Technical support is available via email at [email protected], with additional web-based support resources available online at help.shape.exchange.

Technical support covers questions regarding the functionality and performance of the Cloud Service. For project support, see Professional Services below. | | Professional Services (if applicable) | Provider offers two forms of Professional Services to subscribers of the Cloud Service:

Document processing and quantity takeoff services ("Tally Services"). These services are provided on a retainer basis and delivered using the Cloud Service.
Project Support for teams using the Cloud Service on their own. This service is provided on an hourly basis using pre-purchased blocks of hours. The hours do not expire as long as Customer maintains an active subscription.

Additional Terms and Conditions for Tally Services

Limitations on Services Customer agrees and understands that

Tally Services are document-processing and data-entry services only;
Provider does not provide, and is not licensed to provide architectural, or engineering, or land surveying services; and
Customer will remain responsible for exercising their professional judgement with respect to any data prepared by Provider.

Use of Third-Party Materials

"Third-Party Materials" means any information, tools, materials, or intellectual property, including drawings, specifications, and other construction documents, which are owned by anyone other than Provider, its Affiliates, or Customer.
Customer is responsible for obtaining all rights, licenses, consents, approvals, and authorizations necessary for Provider to use any Third-Party Materials to perform Tally Services.

Disclaimer of Warranties Except for the warranties in Section 6 of this Agreement and the Additional Warranties specified in the Key Terms, Provider and Customer each disclaim all other warranties, whether express or implied, including the implied warranties of merchantability, fitness for a particular purpose, title, and non-infringement. These disclaimers apply to the maximum extent permitted by Applicable Laws. |

Key Terms

The key legal terms of this Agreement are as follows:

Customer	The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word “Customer” in the Agreement will mean that company.
Provider	Diagraphics Inc.
Effective Date	The date Customer first accepts this Agreement.
Governing Law	The laws of the State of New York
Chosen Courts	The state or federal courts located in New York County, New York
Covered Claims	Provider Covered Claims
Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights.

Customer Covered Claims Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer). | | General Cap Amount | The fees paid or payable by Customer to provider in the 12 month period immediately before the claim | | Notice Address | For Provider: [email protected] For Customer: The main email address on Customer’s account |