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Shape Exchange is a Cloud Service of Diagraphics Inc.

These Terms were last updated on May 20, 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:

1. the Order Form below and
2. 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:

**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 | User Accounts. Each User Account is for the use of a single named individual only. Access to the Cloud Service using shared, pooled, or rotating credentials is expressly prohibited. A User Account is required to submit and review work that is the subject of any of the Professional Services described below.

Fair Use of Unlimited Features. Where the Product, Documentation, or an Order Form describes an “unlimited” feature or capacity, "unlimited” means no fixed numeric quota applies to ordinary, good-faith use by Customer and its Users for Customer's internal business purposes. It does not mean unrestricted. Customer's use of unlimited features is subject to the following conditions:

1. usage, measured per User and in aggregate over any rolling 30-day period, must not materially exceed usage typical of similar Customers on the same plan, as determined by Provider in good faith;
2. each request must be initiated by a human User in the ordinary course, except where the Documentation expressly permits automated, scripted, batch, or programmatic invocation; and
3. Customer will not use unlimited features to generate training data, benchmark outputs, or otherwise extract model behavior for any third party or for the development of a competing product or service, nor resell or redistribute the output of unlimited features as a standalone offering.

Remedies to Breach of Fair Use. If Provider determines in good faith that Customer's use of an unlimited feature is outside the conditions above, Provider may, immediately and without prior notice, disable Customer’s and its Users’ access to the affected unlimited feature(s) for a period of up to 30 days. Provider will notify Customer promptly after taking such action. Access to other portions of the Product will not be affected. At the end of any such 30-day period, Provider may either restore access or, if Provider determines in good faith that the conditions above are likely to be violated again, extend the disablement in additional 30-day increments, or exercise its rights under Section 2.2 (Suspension) of the Standard Terms. Action taken under this section (i) is not a reduction in functionality for purposes of Section 6.3 (Representations & Warranties From Provider), (ii) does not entitle Customer to any refund, credit, or fee reduction, and (iii) does not relieve Customer of its obligation to pay Fees in full for the then-current Subscription Period. | | 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 (collectively, "Professional Services") to subscribers of the Cloud Service:

1. Assisted Services. Document-processing and quantity-takeoff services performed on a retainer or other pre-paid basis and delivered using the Cloud Service. Provider currently offers two service levels: (a) Tally Services, comprehensive quantity-takeoff services, and (b) SHPX Assist Services, quantity-takeoff services limited to extracting glazing frame geometry from elevation sheets.
2. 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. Upon expiration or termination of Customer's subscription for any reason, all unused pre-purchased hours will be forfeited, with no refund, credit, or other compensation owed to Customer.

Additional Terms and Conditions for Assisted Services

Purchases and Engagements Customer purchases retainers and other pre-paid balances for Assisted Services through Provider's designated checkout process. The terms applicable to each such purchase, including any conditions on the use, expiration, or forfeiture of the pre-paid balance, are as specified by Provider at the point of purchase and are accepted by Customer through the purchase process.

Each engagement for Assisted Services is initiated by Customer through the Cloud Service. The specific scope, deliverables, and applicable retainer or other Fees for each engagement are as specified by Provider in connection with the submission and are accepted by Customer through the submission process. Unless otherwise specified by Provider in connection with the submission, turnaround time for Assisted Services is subject to Provider's then-current capacity and is not guaranteed.

Limitations on Services Customer agrees and understands that:

1. Assisted Services are document-processing and data-entry services only;
2. Provider does not hold itself out as providing, and is not engaged to provide, architectural, engineering, or land surveying services, and Customer will not rely on the output of Assisted Services as a substitute for review by a licensed professional where Applicable Laws require such review; and
3. Customer will remain responsible for exercising its professional judgement with respect to any data prepared by Provider.

Use of Third-Party Materials

1. "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.
2. Customer is responsible for obtaining all rights, licenses, consents, approvals, and authorizations necessary for Provider to use any Third-Party Materials to perform Assisted Services.
3. Customer represents and warrants that, at the time it provides or makes available any Third-Party Materials to Provider, it has obtained all rights, licenses, consents, approvals, and authorizations described in the preceding sentence.

Disclaimer of Warranties for Professional Services 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 with respect to Professional Services, 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 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 |