Master Services Agreement and Terms of Use

Section 1: Definitions

"Affiliate" means any entity that directly or indirectly controls, is controlled by, or is under common control with the subject entity, where "control" means ownership or control of more than 50% of the voting interests of the subject entity.

"Approved Affiliate Domain" means an email domain owned or controlled by an Affiliate of Customer that Vendor has expressly authorized, on an executed Order Form or in writing, to access Customer's Subscription.

"Authorized User" means an individual employee or individual independent contractor of Customer (or of an Affiliate with an Approved Affiliate Domain) who accesses the Services using an email address on Customer's Corporate Domain or an Approved Affiliate Domain, and whom Customer has authorized to use the Services.

"Automated Agent" means any software agent, AI assistant, large language model application, bot, script, or other automated tool that accesses, queries, or interacts with the Services, including through an API, a Model Context Protocol (MCP) server, or a third-party integration.

"Competitor" means any individual or entity that develops, markets, licenses, or sells automated drawing review, drawing QA/QC, drawing audit, or visual drawing analysis software, or any AI or machine learning model designed for construction drawing validation. An entity does not become a Competitor merely because it uses such software in its own design or construction practice.

"Corporate Domain" means the custom email domain owned or controlled by Customer and registered to Customer's account (for example, @firm.com).

"Customer Data" means all files, drawings, PDFs, text, and other content that Customer or its Authorized Users upload to or store in the Services, including all project information contained in them.

"Documentation" means Vendor's then-current user guides, help pages, and technical documentation for the Services.

"Heuristic Data" means anonymized and aggregated technical data derived from the operation of the Services, as described in Section 4.4. Heuristic Data does not include Customer Data, Outputs, or any information that identifies Customer, an Authorized User, a project, or a project location.

"Order Form" means an ordering document executed by both Parties, or a digital checkout confirmation issued by Vendor, that specifies the Subscription Plan, fees, Subscription Term, and any Approved Affiliate Domains.

"Outputs" means the marked-up drawings, audit reports, findings, annotations, and other deliverables generated by the Services from Customer Data.

"Services" means the MarkedUp drawing audit and automated consistency check platform, including its web applications, APIs, MCP servers, background processing pipelines, integrations, and Documentation.

"Sheet" means a single page of a PDF file ingested and processed by the Services, regardless of the number of markings or findings generated on that page.

"Subscription" means Customer's right to access and use the Services under a Subscription Plan during a Subscription Term.

"Subscription Plan" means the 90-Day Plan or the Annual Plan described in Section 5.1.

"Subscription Term" means the period of a Subscription Plan, starting on the date stated in the Order Form (or, if none, the date of purchase).

Section 2: Scope of Services and Professional Disclaimers

2.1 Internal Consistency Review. The Services are an internal consistency review tool. They cross-check an uploaded engineering or architectural drawing set against itself, including dimensions, geometric alignments, callouts, and schedule matches within a single PDF file. The Services use Vendor's proprietary, custom-built computer vision, optical character recognition, machine learning, and rule-based engineering techniques, and are hosted on Amazon Web Services.

2.2 No Professional Advice. THE SERVICES ARE AUTOMATED CHECKS AND DO NOT CONSTITUTE PROFESSIONAL ARCHITECTURAL, ENGINEERING, OR DESIGN ADVICE. THE SERVICES ARE NOT A SUBSTITUTE FOR THE DESIGN REVIEW, QUALITY CONTROL, JUDGMENT, AND STAMP OF A LICENSED PROFESSIONAL.

2.3 No Code Compliance Review. THE SERVICES DO NOT AUDIT OR CHECK DRAWINGS AGAINST ANY LOCAL, STATE, FEDERAL, OR INTERNATIONAL BUILDING CODE, STRUCTURAL ENGINEERING STANDARD, LIFE SAFETY CODE, ZONING LAW, ENVIRONMENTAL REGULATION, OR THE AMERICANS WITH DISABILITIES ACT. COMPLIANCE WITH ALL SUCH LAWS, CODES, AND STANDARDS REMAINS SOLELY THE RESPONSIBILITY OF CUSTOMER, ITS LICENSED DESIGN PROFESSIONALS, AND THE ARCHITECT OR ENGINEER OF RECORD.

2.4 Findings May Be Incomplete. Customer acknowledges that the Services use automated and AI-based analysis, which may produce false positives (flagging issues that do not exist) and false negatives (failing to flag issues that do exist). The absence of a finding does not mean a drawing is free of errors. Customer is solely responsible for reviewing and verifying all Outputs before relying on them.

2.5 Input Specifications. The Services process PDF files only, up to 200 MB per file unless Vendor approves a larger size in writing. Vendor is not responsible for processing errors, failures, or incomplete audits caused by (a) low-resolution or poorly scanned PDFs; (b) non-vector, raster-only, or flattened image PDFs; or (c) corrupted, locked, unreadable, or password-protected files.

2.6 Changes to the Services. Vendor may update, improve, or modify the Services from time to time. Vendor will not make a change that materially reduces the core functionality of the Services during a paid Subscription Term without giving Customer at least thirty (30) days' notice and, if Customer objects in writing, a pro-rata refund of prepaid fees for the remainder of that term.

Section 3: Ownership of Customer Data and Outputs

3.1 Customer Owns Its Data and Outputs. As between the Parties, Customer owns all right, title, and interest in and to (a) all Customer Data, and (b) all Outputs. Vendor acquires no ownership interest in Customer Data or Outputs under this Agreement.

3.2 Limited License to Vendor. Customer grants Vendor a limited, non-exclusive, non-transferable, royalty-free license, during the Subscription Term and any retention period permitted under Section 4, to host, process, and transmit Customer Data and Outputs solely as necessary to provide the Services to Customer, provide support Customer requests, and comply with law. This license ends when the applicable Customer Data and Outputs are deleted under Section 4.

3.3 Vendor Owns the Services. Vendor and its licensors own all right, title, and interest in and to the Services, including all software, AI and machine learning models, audit rules, algorithms, user interfaces, Documentation, Heuristic Data, and all improvements and derivative works of them. Except for the rights expressly granted in this Agreement, Vendor reserves all rights. Outputs do not include, and Customer obtains no rights in, Vendor's underlying software, models, audit rules, or methods used to generate them.

3.4 Feedback. If Customer provides suggestions, ideas, or feedback about the Services, Vendor may use them freely without obligation to Customer, provided that Vendor does not identify Customer as their source without Customer's consent.

3.5 Customer Responsibilities for Customer Data. Customer represents and warrants that it has all rights, licenses, and consents necessary to upload Customer Data and to permit Vendor to process it under this Agreement, including any rights held by Customer's clients or project owners.

Section 4: Data Governance, Security, and No-Training Commitment

4.1 Confidentiality of Customer Data. Vendor will treat Customer Data and Outputs as Customer's confidential information. Vendor will not disclose them to any third party except to its subprocessors under Section 4.6, as Customer directs, or as required by law. If law requires disclosure, Vendor will give Customer prompt notice where legally permitted so Customer may seek protection.

4.2 No Retention Without Permission. Vendor retains Customer Data and Outputs only as long as needed to provide the Services. Unless Customer expressly opts in to a longer retention period in its account settings or in writing, Vendor will automatically and permanently delete Customer Data and Outputs from its active systems fourteen (14) days after processing is complete. Copies in Vendor's encrypted backups are purged on a rolling basis within fourteen (14) additional days and are not accessed for any purpose other than disaster recovery during that time. Customer is responsible for downloading and archiving any Outputs it wishes to keep before they are deleted.

4.3 No Training on Customer Data. Vendor will not use Customer Data or Outputs to train, fine-tune, retrain, or otherwise develop any artificial intelligence or machine learning model, whether Vendor's own or a third party's, without Customer's written permission. The AI and machine learning models used in the Services are built and operated by Vendor on Vendor's own cloud infrastructure, and Vendor does not send Customer Data or Outputs to any third-party AI model provider. If Vendor later uses a third-party AI model provider, it will list that provider as a subprocessor under Section 4.6 and contractually prohibit it from training on Customer Data or Outputs.

4.4 Heuristic Data. Vendor collects Heuristic Data, which is anonymized and aggregated technical data generated by the operation of the Services. Heuristic Data may include processing times, error logs, file size and page count statistics, counts and categories of findings, and anonymized performance measurements of Outputs against Vendor's benchmarks. Heuristic Data never includes drawing content, drawing geometry, project names, addresses, or other information that identifies Customer, an Authorized User, or a project, and Vendor will not attempt to re-identify it. Vendor may use Heuristic Data only to (a) verify the accuracy of Outputs against Vendor's benchmarks; (b) improve Vendor's audit rules, checks, and the quality of the Services; and (c) operate, secure, and maintain the Services. Vendor will not use Heuristic Data to train any AI or machine learning model without Customer's written permission. Vendor owns Heuristic Data, and this Section 4.4 survives termination.

4.5 Security Measures. Vendor will maintain commercially reasonable technical and organizational measures designed to protect the security, confidentiality, and integrity of Customer Data, including:

• Network isolation: core databases and processing queues deployed within private Amazon Web Services (AWS) Virtual Private Cloud subnets, isolated from the public internet by security groups and network access control lists;
• Encryption: encryption of data at rest using AES-256 and of data in transit using TLS 1.2 or higher; and
• Access control: least-privilege access and mandatory multi-factor authentication for all administrative and operational access to Vendor's systems.

4.6 Subprocessors. Vendor may use third-party subprocessors, such as Amazon Web Services for cloud hosting, to provide the Services. Vendor will maintain a current list of subprocessors at https://www.markedup.io/subprocessors, will bind each subprocessor to data protection obligations at least as protective as this Section 4, and remains responsible for its subprocessors' performance.

4.7 Security Incidents. If Vendor becomes aware of unauthorized access to Customer Data in Vendor's systems, Vendor will notify Customer without undue delay, and in any event within seventy-two (72) hours, and will provide information Customer reasonably needs to respond.

4.8 Third-Party Platforms Used by Customer. This Section 4 governs only Vendor's systems and subprocessors. If Customer connects the Services to a third-party platform it selects (for example, an AI assistant, Bluebeam, Procore, SharePoint, Slack, or Microsoft Teams), that platform's handling of Customer Data and Outputs is governed by Customer's agreement with that platform, and Vendor is not responsible for it.

4.9 Data Protection Addendum. Where Customer requires it, the Parties will enter into Vendor's Data Processing Addendum, which will form part of this Agreement.

4.10 Usage Records. Vendor's system logs are the primary record of usage under this Agreement, including Sheet counts and API requests. If Customer disputes a usage record in writing within thirty (30) days of receiving it, the Parties will review the relevant records together in good faith.

Section 5: Subscription Plans, Term, and Renewal

5.1 Subscription Plans. Vendor offers the Services only under the following prepaid, fixed-fee Subscription Plans, as specified in the applicable Order Form:

• 90-Day Plan: a Subscription Term of ninety (90) days; and
• Annual Plan: a Subscription Term of twelve (12) months.

Each Subscription Plan includes an unlimited number of Authorized Users and unlimited processing of Sheets, subject only to the access rules in Section 6, the Fair Use Policy in Section 8, and the use restrictions in Section 9. Vendor does not offer usage-based or per-Sheet pricing unless expressly agreed in an Order Form signed by both Parties.

5.2 Start and End of Term. Each Subscription Term begins on the start date in the Order Form or, if none is stated, on the date of purchase. Access to the Services continues through each renewal under Section 5.3 and ends when the Subscription ends without renewal.

5.3 Renewal. Each Subscription Plan renews automatically for the same term length unless Customer cancels by email to customer@markedup.io before the term ends. The 90-Day Plan renews at the same price. The Annual Plan renews at the prior year's price plus 10%, unless an Order Form states otherwise. Vendor emails Customer at least fourteen (14) days before a term ends, and that notice says the renewal date, the price and how to cancel.

5.4 Fees Are Non-Refundable. Subscription fees are payable in advance for the full Subscription Term and are non-refundable, except as expressly stated in Sections 2.6, 10.2, 12.2, 14.2, and 16.1, and under the MarkedUp 90-Day Pilot Guarantee at https://www.markedup.io/guarantee.

Section 6: Authorized Users, Automated Agents, and Account Security

6.1 Unlimited Authorized Users. Customer may designate an unlimited number of Authorized Users. Every Authorized User must access the Services with an individual account tied to an email address on Customer's Corporate Domain or an Approved Affiliate Domain.

6.2 Corporate Domain Requirement. Generic or consumer email domains (including @gmail.com, @yahoo.com, @outlook.com, @hotmail.com, @icloud.com, and @aol.com) may not be used to register, administer, or access a Subscription.

6.3 No External Users. Customer may not give access to the Services to any third party, including Customer's clients, project owners, general contractors, subcontractors, joint-venture partners, or outside consultants. Such parties must purchase their own Subscription. Customer may share Outputs with such parties.

6.4 Individual Credentials. Each account and each API key is personal to the Authorized User to whom it is issued. Customer shall not, and shall ensure its Authorized Users do not, share login credentials or API keys among individuals, with any third party, or with any Automated Agent operated by or for a third party.

6.5 Automated Agents. Customer may permit an Automated Agent to access the Services only if all of the following are true:

1. the Automated Agent connects only through Vendor-provided APIs, MCP servers, or integrations listed in the Documentation;
2. the Automated Agent uses credentials or an API key issued to a specific Authorized User;
3. the Automated Agent acts on behalf of, and at the direction of, that Authorized User for Customer's internal business purposes; and
4. the Automated Agent is not used to circumvent Section 6, the Fair Use Policy in Section 8, rate limits, or the restrictions in Section 9.

Any other access by an Automated Agent, including any automated access by or for a third party, is unauthorized.

6.6 Customer Responsibility for All Account Activity. Customer is responsible for all activity that occurs under its accounts, credentials, and API keys, whether performed by an Authorized User, an Automated Agent, or any other person or tool, and whether or not Customer authorized that activity. All such activity is treated as Customer's own activity under this Agreement. Customer is responsible for each Authorized User's compliance with this Agreement.

6.7 Credential Security and Notice. Customer shall keep all credentials and API keys secure and confidential. Customer shall notify Vendor at security@markedup.io within forty-eight (48) hours after it becomes aware of any actual or suspected unauthorized access to its account or compromise of any credential or API key, and shall cooperate with Vendor to stop it. Vendor may revoke or rotate any credential or API key that it reasonably believes is compromised or being misused.

6.8 Removing Users. Customer shall promptly deactivate the account of any individual who leaves Customer's employment or engagement or is no longer authorized to use the Services.

6.9 Verification. Vendor may review account activity, user domains, and login locations to verify compliance with this Section 6. Customer shall provide reasonable information Vendor requests for that purpose.

Section 7: Fees, Payment, and Delinquency

7.1 Payment Methods. Subscriptions purchased online are charged in full at checkout to Customer's credit card, debit card, or other automated payment method. Subscriptions purchased through an Order Form are invoiced and payable by bank wire transfer or ACH in US Dollars.

7.2 Payment Terms. Invoiced fees are due within fifteen (15) days of the invoice date. No late fees or interest accrue on overdue balances.

7.3 Taxes. Fees exclude all sales, use, value-added, withholding, and similar taxes. Customer is responsible for all such taxes except taxes on Vendor's net income.

7.4 Suspension for Non-Payment. If invoiced fees remain unpaid more than fifteen (15) days after Vendor sends written notice of non-payment, Vendor may suspend Customer's access to process new Sheets. During suspension, Customer may log in for thirty (30) days to download Outputs and export usage reports. Suspension does not extend the retention period in Section 4.2.

7.5 Billing Disputes. Customer must notify Vendor in writing of any good-faith billing dispute within thirty (30) days of the invoice or charge date. Vendor will not suspend Customer's account for non-payment of an amount disputed in good faith while the Parties work to resolve it.

Section 8: Fair Use Policy

8.1 Fair Use Thresholds. "Unlimited" processing is subject to the following fair use thresholds, which protect system stability for all customers and are disclosed on Vendor's pricing page:

8.2 Exceeding the Threshold. If Customer exceeds its threshold, Vendor will notify Customer and the Parties will discuss Customer's needs in good faith. Vendor may then (a) throttle or queue processing of additional Sheets for the remainder of the Subscription Term, or (b) offer Customer an enterprise agreement or additional capacity at agreed pricing. Vendor will not charge Customer any fee for exceeding the threshold without Customer's written agreement.

8.3 Counting Sheets. Every Sheet successfully ingested and processed by the Services counts toward the threshold, even if Customer later deletes the file, cancels processing partway through, or uploaded it by mistake.

Section 9: Acceptable Use, Competitor Exclusion, and Protection of the Services

9.1 Acceptable Use. Customer shall not, and shall not permit any Authorized User, Automated Agent, or third party to: (a) use the Services in violation of any law; (b) upload any file that contains malware or that Customer does not have the right to upload; (c) interfere with or disrupt the integrity or performance of the Services; (d) attempt to gain unauthorized access to the Services or related systems; (e) resell, sublicense, rent, or provide the Services on a service-bureau basis; or (f) remove any proprietary notices from the Services.

9.2 Competitor Exclusion. No Competitor, and no employee, contractor, agent, or representative acting on behalf of a Competitor, may access or use the Services, directly or through an Automated Agent, proxy, or intermediary, without Vendor's prior written consent.

9.3 No Reverse Engineering or Model Extraction. Customer shall not, and shall not permit any Authorized User, Automated Agent, or third party to:

1. decompile, disassemble, or reverse engineer the Services, or attempt to derive their source code, models, audit rules, or underlying methods;
2. conduct prompt injection, model extraction, model inversion, or other adversarial attacks against the Services;
3. scrape, crawl, harvest, or systematically extract data, rules, markup patterns, or responses from the Services by automated means, except through Vendor's APIs as permitted in Section 6.5; or
4. use the Services or Outputs to build, train, fine-tune, or benchmark a competing product, drawing QA/QC tool, or AI or machine learning model.

Nothing in this Section 9.3 limits Customer's ownership of its Outputs or its right to use Outputs in its own design and construction work.

9.4 Liquidated Damages. The Parties agree that a breach of Section 9.2 or 9.3 would cause Vendor harm that is real but difficult to measure precisely. The Parties therefore agree that the party in breach shall pay Vendor liquidated damages of $50,000 (Fifty Thousand US Dollars) per violation. A series of related acts arising from the same course of conduct counts as one violation. Total liquidated damages under this Section are capped at $500,000 per Customer. The Parties agree this amount is a reasonable estimate of Vendor's likely damages and is not a penalty. Liquidated damages do not limit Vendor's right to injunctive relief under Section 9.6.

9.5 Legal Fees. In any proceeding to enforce Section 9, the prevailing party shall recover its reasonable attorneys' fees, costs, expert witness fees, and arbitration expenses from the non-prevailing party.

9.6 Injunctive Relief. Notwithstanding Section 15, either Party may seek temporary, preliminary, or permanent injunctive relief or specific performance in the state or federal courts located in Sheridan County, Wyoming, to stop an actual or threatened breach of Section 3, 4, 6, or 9, without posting a bond where the law allows.

Section 10: Suspension and Termination

10.1 Suspension. Vendor may immediately suspend access to the Services, in whole or in part, for any account, Authorized User, Automated Agent, or API key if Vendor reasonably believes that (a) it poses a security risk to the Services or other customers; (b) it is being used in breach of Section 6 or 9; or (c) suspension is required by law. Vendor will notify Customer promptly and restore access once the issue is resolved.

10.2 Termination by Vendor Without Cause. Vendor may terminate this Agreement or any Subscription for convenience on thirty (30) days' written notice. In that case, Vendor will refund the pro-rata portion of prepaid fees for the unused part of the Subscription Term, and Customer may download its Outputs during the notice period.

10.3 Termination for Cause. Either Party may terminate this Agreement on written notice if the other Party materially breaches it and fails to cure the breach within fifteen (15) days after receiving written notice describing it. Vendor may terminate immediately on written notice, without a cure period, for a breach of Section 9.2 or 9.3, fraudulent registration, or a breach of Section 6 that Vendor reasonably believes is intentional. If Customer terminates for Vendor's uncured material breach, Vendor will refund the pro-rata prepaid fees for the unused part of the Subscription Term.

10.4 Effect of Termination. On termination or expiration, Customer's right to access the Services ends. Customer Data and Outputs will be deleted under Section 4.2. If Vendor terminates for cause under Section 10.3, Vendor will give Customer seven (7) days to download its Outputs before deletion, unless Vendor reasonably determines that doing so would pose a security risk or that the data was obtained or uploaded unlawfully. Termination for cause by Vendor does not entitle Customer to any refund.

10.5 Survival. Sections 1, 2.2 to 2.4, 3, 4.1, 4.3, 4.4, 9, 10.4, 10.5, and 12 to 16, and any accrued payment obligations, survive termination or expiration.

Section 11: Publicity and Case Studies

11.1 Customer Listing. Customer grants Vendor a non-exclusive, royalty-free license to use Customer's name and logo on Vendor's website, customer lists, and investor materials solely to identify Customer as a customer, in accordance with any brand guidelines Customer provides.

11.2 Opt-Out. Customer may revoke this license at any time by emailing customer@markedup.io. Vendor will remove Customer's name and logo from its website and digital materials within ten (10) business days and will not use them in new materials.

11.3 Case Studies. Neither Party will publish case studies, success stories, press releases, or technical reviews that reference the other Party's projects, workflows, or integrations without the other Party's prior written consent.

Section 12: Warranties and Disclaimers

12.1 Mutual Warranties. Each Party represents and warrants that it is validly organized, has full authority to enter into this Agreement, and will comply with all laws applicable to its performance.

12.2 Limited Service Warranty. Vendor warrants that during a paid Subscription Term the Services will perform materially as described in the Documentation. Customer's exclusive remedy, and Vendor's sole obligation, for breach of this warranty is for Vendor to use commercially reasonable efforts to correct the non-conformity or, if Vendor cannot do so within thirty (30) days of Customer's written notice, for either Party to terminate the affected Subscription and for Vendor to refund the pro-rata prepaid fees for the unused part of the Subscription Term.

12.3 Disclaimer. EXCEPT AS EXPRESSLY STATED IN THIS SECTION 12, THE SERVICES AND OUTPUTS ARE PROVIDED "AS IS" AND "AS AVAILABLE." VENDOR DISCLAIMS ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. VENDOR DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT OUTPUTS WILL IDENTIFY ALL ERRORS, OMISSIONS, OR INCONSISTENCIES IN ANY DRAWING.

Section 13: Limitation of Liability

13.1 Exclusion of Consequential Damages. EXCEPT FOR EXCLUDED CLAIMS, NEITHER PARTY IS LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, OR FOR LOST PROFITS, LOST REVENUE, LOST BIDS, OR LOSS OF REPUTATION, ARISING OUT OF OR RELATED TO THIS AGREEMENT. WITHOUT LIMITING THE FOREGOING, VENDOR IS NOT LIABLE FOR: (A) LIQUIDATED DAMAGES, DELAY PENALTIES, OR REWORK CLAIMS IMPOSED ON CUSTOMER BY CONTRACTORS, CLIENTS, OR OWNERS; (B) WASTED LABOR, OVERHEAD, OR IDLE FIELD COSTS; OR (C) WASTED, SPOILED, OR INCORRECTLY PROCURED MATERIALS. THESE EXCLUSIONS APPLY UNDER ANY THEORY OF LIABILITY, INCLUDING CONTRACT, TORT (INCLUDING NEGLIGENCE), AND STRICT LIABILITY, EVEN IF A PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

13.2 Cap for Paid Subscriptions. EXCEPT FOR EXCLUDED CLAIMS, EACH PARTY'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL NOT EXCEED THE FEES PAID AND PAYABLE BY CUSTOMER TO VENDOR UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO LIABILITY.

13.3 Excluded Claims. "Excluded Claims" means (a) Customer's breach of Section 6, 9.2, or 9.3, including liquidated damages under Section 9.4; (b) a Party's indemnification obligations under Section 14; (c) Customer's obligation to pay fees; and (d) a Party's gross negligence, fraud, or willful misconduct. Sections 13.1 and 13.2 do not apply to Excluded Claims.

13.4 Basis of the Bargain. The Parties agree that the limitations in this Section 13 reflect an agreed allocation of risk and are an essential basis of the bargain, and that Vendor's fees would be substantially higher without them.

Section 14: Indemnification

14.1 By Customer. Customer shall defend, indemnify, and hold harmless Vendor and its Affiliates, directors, officers, employees, and agents from and against all third-party claims, and all resulting damages, losses, liabilities, and expenses (including reasonable attorneys' fees), arising out of or related to:

1. structural failures, code violations, construction delays, or rework claims relating to drawings processed by the Services;
2. Customer's professional design negligence or errors;
3. Customer Data, including any claim that Customer Data infringes a third party's rights or was uploaded without authorization;
4. any breach of Section 6 or 9 by Customer, its Authorized Users, or any Automated Agent; or
5. any activity under Customer's accounts, credentials, or API keys by an unauthorized person, agent, or Automated Agent, except to the extent caused by Vendor's breach of Section 4.5.

14.2 By Vendor. Vendor shall defend, indemnify, and hold harmless Customer from and against all third-party claims, and all resulting damages and reasonable attorneys' fees, alleging that the Services, as provided by Vendor, infringe or misappropriate a third party's United States patent, copyright, trademark, or trade secret. Vendor has no obligation for claims arising from Customer Data, Customer's modification of the Services, combination of the Services with products not supplied by Vendor, or use in breach of this Agreement. If the Services are, or Vendor believes they may become, subject to such a claim, Vendor may modify the Services to be non-infringing, obtain a license for continued use, or terminate the affected Subscription and refund the pro-rata prepaid fees for the unused part of the Subscription Term.

14.3 Procedure. The indemnified Party shall (a) notify the indemnifying Party promptly in writing of the claim; (b) give the indemnifying Party sole control of the defense and settlement, except that no settlement may impose an obligation or admission on the indemnified Party without its consent; and (c) provide reasonable cooperation at the indemnifying Party's expense.

Section 15: Governing Law, Arbitration, and Class Action Waiver

15.1 Governing Law. This Agreement and all disputes arising out of or related to it are governed by the laws of the State of Wyoming, USA, without regard to its conflict of law rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

15.2 Binding Arbitration. Except for claims for injunctive relief under Section 9.6 and actions to collect unpaid fees, any dispute arising out of or relating to this Agreement, including its formation, interpretation, performance, breach, or termination, shall be resolved by final and binding arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules. The arbitration will be conducted before a single arbitrator in Sheridan County, Wyoming, or by video conference if both Parties agree. Judgment on the award may be entered in any court of competent jurisdiction.

15.3 Informal Resolution First. Before starting arbitration, a Party must send the other a written notice describing the dispute, and the Parties' representatives must attempt in good faith to resolve it for thirty (30) days.

15.4 Class Action Waiver. Each Party may bring claims against the other only in its individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator may not consolidate claims of more than one party or preside over any class or representative proceeding.

15.5 Confidentiality. The arbitration proceedings, filings, discovery, and award are confidential, except as necessary to enforce the award or as required by law.

15.6 Costs. Except as provided in Section 9.5, the AAA administrative fees and arbitrator compensation will be split equally between the Parties, and each Party will bear its own attorneys' fees and costs. The arbitrator may award fees and costs to the prevailing party if a claim was brought in bad faith.

Section 16: General Provisions

16.1 Force Majeure. Neither Party is liable for any failure or delay in performance (other than payment obligations) caused by events beyond its reasonable control, including acts of God, war, terrorism, riot, embargoes, acts of government, fire, flood, epidemic, strikes, widespread internet outages, or failures of cloud infrastructure providers. If such an event prevents Vendor from providing the Services for more than thirty (30) consecutive days, Customer may terminate the affected Subscription and receive a pro-rata refund of prepaid fees for the unused part of the Subscription Term.

16.2 Changes to this Agreement. Vendor may update this Agreement by posting a revised version on its website and notifying Customer by email or in the Services at least thirty (30) days before it takes effect. Updated terms apply from the start of Customer's next Subscription Term, unless Customer accepts them earlier or the change is required by law. Changes to an executed Order Form require a written amendment signed by both Parties.

16.3 Notices. Notices to Vendor must be sent to legal@markedup.io, with a copy by mail to Vendor's registered address. Notices to Customer will be sent to the email address of Customer's account administrator. Email notices are effective on the business day after they are sent.

16.4 Assignment. Neither Party may assign this Agreement without the other Party's prior written consent, except that either Party may assign it without consent to a successor in a merger, acquisition, or sale of all or substantially all of its assets or business to which this Agreement relates, provided the successor is not a Competitor (where Customer is assigning) and agrees in writing to be bound by this Agreement. Any other attempted assignment is void.

16.5 Export Controls and Sanctions. Customer shall comply with all applicable export control and economic sanctions laws. Customer represents that it is not located in, and will not permit access to the Services from, any country or region subject to comprehensive US sanctions, and that it is not on any US government restricted party list.

16.6 Independent Contractors. The Parties are independent contractors. This Agreement does not create a partnership, joint venture, agency, fiduciary, or employment relationship.

16.7 No Third-Party Beneficiaries. There are no third-party beneficiaries of this Agreement, except for the indemnified persons named in Section 14.

16.8 Severability. If any provision of this Agreement is held invalid or unenforceable, it will be modified to the minimum extent necessary to make it enforceable while preserving the Parties' intent, and the remaining provisions remain in full force.

16.9 Waiver. No failure or delay in exercising a right under this Agreement waives that right, and no single or partial exercise of a right prevents its further exercise.

16.10 Entire Agreement. This Agreement, together with any executed Order Forms and any Data Processing Addendum, is the entire agreement between the Parties about its subject matter and supersedes all prior or contemporaneous proposals, representations, and agreements, written or oral. Terms in any Customer purchase order or other Customer document do not apply, even if accepted by Vendor.