TERMS OF SERVICE

FireDesign.ai — AI Fire Protection Design LLC

Version 1.0 | Effective Date: April 23, 2026

Last Updated: April 23, 2026

IMPORTANT — PLEASE READ CAREFULLY. These Terms of Service (the “Terms”) form a binding legal agreement between You and FireDesign. Before using the Platform, You must understand and accept the following:

• (a) The FireDesign.ai platform (the “Platform”) is a software tool. It is not a professional engineering firm and does not provide professional engineering services.
• (b) Output produced by the Platform is a layout-ready draft and is NOT a stamped, sealed, or otherwise finalized engineering deliverable. Output has not been reviewed, approved, or certified by any licensed professional engineer as part of the Platform’s operation.
• (c) You agree that before any Output is used in the built environment, submitted to any authority having jurisdiction, or relied upon for life-safety or code-compliance purposes, the Output must be independently reviewed, modified as necessary, and sealed by a licensed professional engineer in the relevant discipline and the applicable jurisdiction.
• (d) You represent that You are, or are acting under the supervision of, a licensed professional in the relevant discipline.
• (e) Sections 16 (Disclaimer of Warranties), 17 (Limitation of Liability), 18 (Indemnification), and 20 (Governing Law and Dispute Resolution) contain important provisions, including warranty disclaimers, limitations on FireDesign’s liability, Your indemnification obligations, and mandatory arbitration and class action waiver provisions. Please read them carefully.

1. Acceptance of These Terms

These Terms of Service (these "Terms") are entered into between You and AI Fire Protection Design LLC, a New Jersey limited liability company doing business as FireDesign.ai ("FireDesign", "we", "us", or "our"). By creating an account, accessing or using the Platform, or clicking to accept these Terms, You agree to be bound by them. If You do not agree, You must not access or use the Platform.

You agree to these Terms on behalf of the company or other legal entity for which You are acting (for example, as an employee, contractor, or authorized agent), or, if there is no such entity, on Your own behalf as an individual (in either case, "You" or "Customer"). You represent and warrant that You (i) are at least 18 years of age, (ii) have the legal capacity and authority to enter into these Terms, and (iii) if acting on behalf of an entity, have the authority to bind that entity to these Terms.

2. Definitions

Capitalized terms used in these Terms have the meanings set forth below or as otherwise defined in these Terms.

"AHJ" means the authority having jurisdiction — any federal, state, provincial, municipal, or other governmental or regulatory authority, fire marshal, code official, or similar body responsible for the interpretation, enforcement, or approval of codes and standards applicable to Output or to a project in which Output is used.

"Applicable Codes" means all national, state, provincial, local, and industry codes, standards, regulations, and requirements that apply to a design, installation, construction, or project, including (as applicable) the International Building Code (IBC), International Mechanical Code (IMC), International Plumbing Code (IPC), Uniform Plumbing Code (UPC), National Electrical Code (NEC / NFPA 70), International Energy Conservation Code (IECC), International Residential Code (IRC), and applicable National Fire Protection Association (NFPA) standards, in each case as interpreted and enforced by the AHJ.

"Authorized User" means an individual employed by, engaged by, or otherwise authorized by You to access or use the Platform under Your subscription, subject to these Terms.

"Customer Content" means any files, drawings, inputs, specifications, project data, documents, images, notes, messages, or other material that You or Your Authorized Users submit to, upload to, or generate through the Platform, other than Output.

"Licensed Professional" means an individual who holds, in the relevant discipline, a current and unrestricted professional license, registration, or certification — including, without limitation, a Professional Engineer license or a certification issued by the National Institute for Certification in Engineering Technologies (NICET) — that is recognized by applicable law or by the authority having jurisdiction (AHJ) over a relevant project as qualifying the individual to perform the relevant professional services or to prepare, stamp, or submit drawings and design documents for the applicable project type.

"Output" means the files, drawings, layouts, reports, calculations, and other artifacts generated by the Platform based on Customer Content and the Platform’s processing, including without limitation DWG and DXF files produced by the Platform.

"Platform" means the FireDesign.ai software-as-a-service platform and any associated software, cloud services, web applications, mobile applications, APIs, documentation, and updates made available by FireDesign to Customer under these Terms.

"Professional Engineer (PE)" means a Licensed Professional authorized by the applicable jurisdiction to perform professional engineering services, seal or stamp engineering drawings, and take professional responsibility for engineering work.

"Subscription" means Your paid or trial subscription to the Platform as described at the time of purchase or sign-up, including any Subscription Tier, allowance, term, and Authorized User count.

"Subscription Term" means the period during which Your Subscription is active, as specified at purchase and including any renewal terms.

"Your Content" means Customer Content, as defined above.

3. Eligibility and User Qualifications

The Platform is designed for use by Licensed Professionals and their supporting staff engaged in the design, review, or administration of fire-protection, mechanical, plumbing, electrical, and related building-systems work. The Platform is not intended for use by consumers, by unsupervised non-professionals, or for purposes outside the professional scope described in these Terms.

3.1 Professional Qualification Representation

By accepting these Terms, You represent and warrant on an ongoing basis that:

• (a) You are either (i) a Licensed Professional in the relevant discipline and applicable jurisdiction, or (ii) acting under the direct supervision of a Licensed Professional who is responsible for Your work product;
• (b) You and each Authorized User possess the training, experience, and professional judgment necessary to evaluate, modify, and, where applicable, authorize Output for its intended use;
• (c) You have an established relationship with one or more Professional Engineers who will review, modify as necessary, and seal Output in accordance with Section 5.4 before Output is submitted to any AHJ or used in the built environment; and
• (d) Your use of the Platform complies with Applicable Codes, professional-licensing rules, and all other laws and regulations that apply to You.

You acknowledge that these representations are a material inducement to FireDesign’s provision of the Platform and that a breach of this Section 3 constitutes a material breach of these Terms.

4. Accounts and Authorized Users

4.1 Account Registration

To access the Platform, You must create an account and provide accurate, current, and complete information. You are responsible for maintaining the confidentiality of Your account credentials and for all activity that occurs under Your account. You agree to notify FireDesign promptly of any suspected unauthorized access or use.

4.2 Authorized Users

You may permit Authorized Users to access the Platform in accordance with Your Subscription and these Terms. You are responsible for (a) ensuring each Authorized User complies with these Terms, (b) the acts and omissions of Your Authorized Users as though they were Your own, and (c) maintaining an up-to-date list of Authorized Users.

4.3 Security

You agree to enable multi-factor authentication where offered, to safeguard credentials and devices used to access the Platform, and not to share accounts or bypass access controls. FireDesign is not responsible for losses arising from Your failure to secure Your account.

5. Scope of the Platform; Tool Limitation

This Section 5 describes the scope of the Platform and the limits of what it does. It is fundamental to these Terms and to the allocation of risk between You and FireDesign.

5.1 Nature of the Platform

The Platform is a software tool that assists Licensed Professionals in generating draft layouts and related files for fire-protection design (including, at launch, NFPA 13R, NFPA 13D, NFPA 10, and NFPA 14 scopes) and, as made available from time to time, for mechanical, plumbing, and electrical design work. The Platform accepts Customer Content as input and produces Output, including DWG and DXF files, intended to serve as a starting point for subsequent professional review, modification, and finalization by a PE.

5.2 No Professional Engineering Services

FireDesign is not a licensed engineering firm, architectural firm, or design firm. FireDesign does not provide, and the Platform does not perform, professional engineering services, architectural services, or any other licensed professional services. No employee, contractor, agent, or automated process of FireDesign takes professional responsibility for any Output, seals or stamps any drawing, or exercises the professional judgment of a Licensed Professional. Nothing in the Platform, in its Output, in its documentation, or in any communication from FireDesign constitutes, or is intended to constitute, a professional engineering opinion, determination, certification, or sign-off.

5.3 Nature of Output

Output is a layout-ready draft generated by software. Output is typically approximately 80–90% complete as a layout and requires review, modification where necessary, and finalization by the Licensed Professional responsible for the project. Output is not a stamped, sealed, signed, certified, reviewed, or otherwise finalized engineering deliverable, and the Platform’s generation of Output does not constitute professional review of the Output. Output may contain errors, omissions, inconsistencies, non-compliance with Applicable Codes, incorrect assumptions about site conditions or project scope, or other deficiencies. The quality, accuracy, and usability of Output depend materially on the quality, accuracy, and completeness of the Customer Content You provide.

5.4 Mandatory Professional Review

YOU AGREE THAT, BEFORE ANY OUTPUT IS (A) SUBMITTED TO ANY AHJ, (B) USED IN THE CONSTRUCTION, INSTALLATION, MODIFICATION, OR RENOVATION OF ANY BUILDING OR SYSTEM, (C) RELIED UPON FOR LIFE-SAFETY, CODE-COMPLIANCE, OR INSURANCE PURPOSES, OR (D) DELIVERED TO ANY THIRD PARTY AS A FINAL DESIGN DELIVERABLE, THE OUTPUT MUST BE INDEPENDENTLY REVIEWED FOR COMPLIANCE WITH APPLICABLE CODES, MODIFIED AS NECESSARY, AND SEALED BY A PROFESSIONAL ENGINEER LICENSED IN THE RELEVANT DISCIPLINE AND THE APPLICABLE JURISDICTION. YOU ARE SOLELY RESPONSIBLE FOR ENSURING THIS REVIEW OCCURS.

The reviewing PE is responsible for evaluating whether Output complies with Applicable Codes (including the interpretations of the relevant AHJ), for identifying and correcting any errors, omissions, or deficiencies, and for taking professional responsibility for the final design. Use of the Platform does not transfer, share, or diminish the professional responsibility of the PE who seals or approves the final design.

5.5 No Reliance for Compliance

Output is not a substitute for professional judgment, engineering analysis, calculation, or code-compliance review. The Platform does not and cannot account for every variation in AHJ interpretation, local amendment, project-specific condition, or discipline-specific engineering consideration that may apply to a given project. You acknowledge and agree that any reliance on Output without independent professional review is unreasonable, inconsistent with these Terms, and at Your sole risk.

5.6 Tool Analogy

You acknowledge that the Platform functions as a software drafting and productivity tool — comparable in function to the measurement, drafting, modeling, or calculation tools that Licensed Professionals use in the ordinary course of their work. The Platform reduces repetitive drafting effort and accelerates initial layout work; it does not replace the professional services of a Licensed Professional, and use of the Platform does not transfer any engineering, code-compliance, or life-safety responsibility from You (or from the PE who seals Your design) to FireDesign.

5.7 Permitted Use Scope

You agree to use the Platform only for projects and scopes within the Platform’s stated design scope at the time of use. You will not use the Platform for design work outside the disciplines and code scopes made available in Your Subscription, and You will not represent that the Platform is capable of producing design work outside that scope.

5.8 Evolution of Scope

FireDesign may, from time to time, add, modify, or remove features, disciplines, code scopes, or Output types made available through the Platform. Any such change does not alter Your obligations under this Section 5, and Output generated under any feature or scope remains subject to the mandatory professional review requirement in Section 5.4.

5.9 Sole Responsibility of the Licensed Professional

You acknowledge and agree that:

• (a) Any Licensed Professional (including any Professional Engineer) who signs, stamps, seals, submits to any AHJ, approves, authorizes for installation or use, or otherwise takes action with respect to Output bears the sole and exclusive professional responsibility and liability for that Output, for the design represented by that Output, and for any construction, installation, modification, renovation, or other work performed based on that Output.
• (b) FireDesign does not assume, share, or participate in any such responsibility or liability. FireDesign is not a Licensed Professional, does not sign, stamp, seal, submit, or approve Output, and takes no professional responsibility for Output or for any design, construction, installation, or work based on Output.
• (c) This allocation of responsibility applies regardless of (i) whether the applicable project is submitted to any AHJ, (ii) whether applicable law or the AHJ requires a Professional Engineer’s seal or any other credential for the project, (iii) whether the Output was reviewed by a Professional Engineer in accordance with Section 5.4, and (iv) whether the Licensed Professional acting on Output holds a Professional Engineer license, a NICET certification, or other credential.
• (d) If Output is used in breach of Section 5.4, the allocation of responsibility in this Section 5.9 nonetheless applies in full, and any resulting liability rests exclusively with the Licensed Professional who acted on the Output and with You.
• (e) This Section 5.9 allocates professional responsibility and liability as between You, the Licensed Professional acting on Output, and FireDesign, and is subject to Section 17.4, which preserves any liability that cannot lawfully be excluded or limited under applicable law.

6. Customer Content

6.1 Ownership

As between You and FireDesign, You retain all right, title, and interest in and to Customer Content. FireDesign claims no ownership of Customer Content.

6.2 License to FireDesign

You grant FireDesign a worldwide, non-exclusive, royalty-free license to host, store, reproduce, process, transmit, display, and otherwise use Customer Content solely as necessary to (a) operate, provide, maintain, secure, and support the Platform for You and Your Authorized Users; (b) prevent or address technical or security issues; (c) comply with legal obligations; and (d) develop, train, improve, evaluate, and refine the Platform and FireDesign’s underlying models, algorithms, and technology, including through the use of de-identified or aggregated data.

6.3 Your Responsibilities

You represent and warrant that (a) You have all rights, consents, and authorizations necessary to submit Customer Content to the Platform and to grant the license in Section 6.2; (b) Customer Content does not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other right of any third party; and (c) Customer Content complies with these Terms and all applicable laws.

6.4 No Sensitive Personal Data in Customer Content

The Platform is not designed, and must not be used, to collect, store, or process sensitive personal data as part of Customer Content. You will not upload to, or submit to the Platform as part of Customer Content, any Social Security numbers, driver’s license or other government-issued identification numbers, payment-card or financial-account numbers, protected health information, biometric or genetic data, precise geolocation data identifying individuals, or any other category of information that requires heightened legal or regulatory protection (collectively, “Sensitive Personal Data”). You are responsible for any consequences of submitting Sensitive Personal Data into Customer Content in breach of this Section 6.4.

For the avoidance of doubt, this Section 6.4 does not apply to (a) payment-card, bank-account, or other billing information You submit to FireDesign’s third-party payment processor for the limited purpose of paying Subscription fees and related charges, which is processed directly by the payment processor in accordance with its own terms and applicable Payment Card Industry (PCI) standards and does not reside within the Platform’s Customer Content storage; or (b) ordinary business-contact information about You, Your Authorized Users, or Your personnel (such as name, business email address, business phone number, and business address) that is reasonably necessary for account administration, billing, support, and communications.

6.5 Backups

You are responsible for maintaining Your own backups of Customer Content. While FireDesign employs commercially reasonable measures to preserve Customer Content, FireDesign does not guarantee against data loss, corruption, or unavailability.

7. Output

7.1 Ownership of Output

As between You and FireDesign, You own the Output generated from Your Customer Content, subject to (a) FireDesign’s and its licensors’ rights in the Platform, the underlying software, models, algorithms, templates, libraries, and tools used to generate the Output, and (b) the license rights granted by You to FireDesign under Section 6.2.

7.2 Your Responsibility for Output

Your ownership of Output does not alter, reduce, or transfer any of Your obligations under Section 5, including the mandatory professional review obligation in Section 5.4. You are solely responsible for (a) determining whether Output is fit for Your intended purpose, (b) ensuring Output is reviewed, modified, and sealed by a PE before any use covered by Section 5.4, and (c) any consequences of use of Output in violation of these Terms.

8. License to the Platform

8.1 Grant

Subject to Your ongoing compliance with these Terms and payment of all applicable fees, FireDesign grants You, during the Subscription Term, a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Platform (and permit Your Authorized Users to access and use the Platform) solely for Your internal business purposes and within the scope of Your Subscription.

8.2 Restrictions

Except as expressly permitted by these Terms, You will not, and will not permit any Authorized User or third party to:

• (a) copy, modify, adapt, translate, or create derivative works of the Platform;
• (b) reverse-engineer, decompile, disassemble, or otherwise attempt to derive source code, models, algorithms, or trade secrets from the Platform, except to the limited extent applicable law expressly permits despite this restriction;
• (c) sell, resell, license, sublicense, rent, lease, distribute, or otherwise commercialize access to the Platform or Output as a standalone service;
• (d) use the Platform to build, train, or improve a competing product or service;
• (e) interfere with, disrupt, or attempt to gain unauthorized access to the Platform, its security features, or any related systems;
• (f) remove, obscure, or alter any proprietary notices, labels, or marks in the Platform or Output;
• (g) use the Platform in violation of applicable law, professional-licensing rules, or third-party rights; or
• (h) exceed the allowances, seat counts, or other limitations of Your Subscription.

9. Subscriptions, Fees, and Billing

9.1 Subscription Tiers

The Platform is offered through Subscription tiers and optional add-ons described at the time of purchase or sign-up. Each tier has specified allowances (for example, sprinkler-head or equivalent unit allowances, Authorized User seats, included features, and included disciplines). Allowances that are exceeded during a billing period are subject to overage charges as described in Section 9.4.

9.2 Fees and Billing

You agree to pay all fees associated with Your Subscription, including recurring Subscription fees, overage charges, add-on fees, and applicable taxes. All fees are quoted and payable in United States Dollars (USD) unless otherwise stated. Fees are charged via the payment method You authorize, through FireDesign’s third-party payment processor, at the frequency indicated for Your Subscription (for example, monthly for standard tiers, or on invoice with Net 15 terms for enterprise Subscriptions). You authorize FireDesign and its payment processor to charge Your payment method for all amounts due.

9.3 Auto-Renewal

Unless otherwise stated at purchase, Subscriptions automatically renew at the end of each Subscription Term for a successive term of the same length and at the then-current published rate for Your tier, unless You cancel renewal before the renewal date in accordance with FireDesign’s cancellation process. You are responsible for keeping Your payment method current.

9.4 Overages

If Your usage exceeds the allowances of Your Subscription, You will be charged for the excess at FireDesign’s then-current overage rate, typically charged in pre-priced usage packages. Overage charges are processed at the time the overage occurs, are non-refundable, and are in addition to, not instead of, the base Subscription fee.

9.5 Taxes

Fees are exclusive of all applicable taxes, levies, duties, and similar governmental charges. You are responsible for all such taxes other than taxes based on FireDesign’s net income.

9.6 Price Changes

FireDesign may change its published prices and fees from time to time. For renewals, price changes take effect upon the start of the next Subscription Term, provided FireDesign gives You reasonable prior notice.

9.7 Late Payment

Undisputed amounts that are not paid when due may accrue interest at the lesser of 1.5% per month or the maximum rate permitted by law, and FireDesign may suspend or terminate Your access pursuant to Section 19.

9.8 Refunds

Except as expressly set forth in these Terms or in a separately executed written agreement, fees are non-refundable. FireDesign may, in its sole discretion, offer refunds or credits in connection with specific circumstances (for example, a verified Platform defect that cannot be remedied) on a case-by-case basis.

10. Acceptable Use

You agree that You and Your Authorized Users will not use the Platform in any manner that:

• (a) violates applicable law, regulation, or professional-licensing rules;
• (b) infringes or misappropriates any third party’s intellectual property, privacy, publicity, or other rights;
• (c) interferes with, damages, overloads, or disrupts the Platform or any related infrastructure;
• (d) attempts to obtain unauthorized access to the Platform, other users’ accounts, or related systems;
• (e) introduces malicious code, viruses, or other harmful components;
• (f) submits Customer Content that is unlawful, defamatory, infringing, or harmful;
• (g) misrepresents the nature of Output (for example, by representing Output as a sealed engineering deliverable or as the product of professional engineering review by FireDesign); or
• (h) otherwise breaches these Terms.

FireDesign may publish a separate Acceptable Use Policy from time to time. Your use of the Platform is also subject to that policy, which is incorporated by reference.

11. Third-Party Services and Materials

The Platform may incorporate or permit access to software, services, data, or materials provided by third parties (collectively, “Third-Party Materials”). Your use of Third-Party Materials may be subject to additional terms from the relevant third party, which You are responsible for reviewing and complying with. FireDesign does not control, and is not responsible for, Third-Party Materials, and makes no representations or warranties about them.

12. Confidentiality

Each party (as “Receiving Party”) may have access to non-public information of the other party (as “Disclosing Party”) that is identified as confidential or that reasonably should be understood to be confidential given its nature and the circumstances of disclosure (“Confidential Information”). Confidential Information includes, without limitation, the non-public features, functionality, performance, and security details of the Platform. The Receiving Party will (a) use Confidential Information solely in connection with these Terms; (b) protect Confidential Information using at least the same degree of care it uses to protect its own information of similar sensitivity (and in no event less than reasonable care); and (c) disclose Confidential Information only to employees, contractors, and advisors with a need to know and who are bound by confidentiality obligations at least as protective as this Section 12. Confidential Information does not include information that is publicly available without breach of this Section, independently developed without use of or reference to the Disclosing Party’s Confidential Information, lawfully obtained from a third party without restriction, or approved in writing for disclosure. The Receiving Party may disclose Confidential Information as required by law or legal process, provided it gives the Disclosing Party prompt notice (to the extent legally permitted) and reasonable cooperation.

13. Intellectual Property

13.1 FireDesign Ownership

As between the parties, FireDesign and its licensors own all right, title, and interest in and to the Platform, including all software, source code, models, algorithms, architecture, user interfaces, designs, templates, libraries, documentation, and improvements thereof, and all associated patents, copyrights, trademarks, trade secrets, and other intellectual-property rights. No rights in the Platform are granted to You except as expressly set forth in these Terms. All other rights are reserved by FireDesign and its licensors.

13.2 Feedback

If You provide FireDesign with suggestions, comments, ideas, or other feedback about the Platform (“Feedback”), You grant FireDesign a perpetual, irrevocable, worldwide, royalty-free, sublicensable license to use and exploit the Feedback for any purpose, including incorporating it into the Platform, without attribution or compensation to You.

13.3 Usage Data and Improvements

FireDesign may collect and use data regarding use of, and performance of, the Platform (including de-identified and aggregated metrics, logs, and usage patterns) for any lawful purpose, including improving, operating, securing, and developing the Platform. Such data will not be used to identify You or Your Customer Content except as permitted by these Terms and FireDesign’s Privacy Policy.

13.4 Trademarks

“FireDesign,” “FireDesign.ai,” and the associated logos and designs are trademarks of FireDesign or its licensors. These Terms do not grant You any right to use such trademarks.

14. Privacy and Security

FireDesign’s collection, use, and protection of personal data in connection with the Platform is described in the FireDesign Privacy Policy, which is incorporated by reference into these Terms. FireDesign maintains administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Content, including SOC 2–aligned controls, multi-factor authentication, role-based access controls, encryption of data in transit and at rest, and logging and monitoring. Notwithstanding the foregoing, no system is perfectly secure, and FireDesign does not guarantee that Customer Content will never be subject to unauthorized access or disclosure.

15. Professional Responsibility Disclaimer

This Section 15 is intentionally separate from, and reinforces, Section 5. Any conflict between this Section 15 and another provision of these Terms is to be resolved in favor of whichever provision provides the greater limitation on FireDesign’s responsibility.

You acknowledge and agree that:

• (a) FireDesign is a software-as-a-service provider. It is not a Licensed Professional, engineering firm, architectural firm, or design-build firm, and it does not hold any professional license or registration in any jurisdiction.
• (b) FireDesign does not exercise professional engineering judgment. No portion of the Platform, no Output, and no communication from FireDesign (including support communications) constitutes a professional engineering opinion, recommendation, or determination.
• (c) FireDesign does not evaluate Output for compliance with Applicable Codes or for suitability for any particular project, site, jurisdiction, or AHJ interpretation.
• (d) FireDesign does not seal, stamp, sign, certify, or take professional responsibility for Output.
• (e) The obligation to have Output independently reviewed, modified as necessary, and sealed by a PE in accordance with Section 5.4 is Yours alone, and that obligation exists regardless of the apparent quality or completeness of any particular Output.
• (f) All professional responsibility for designs that are installed, constructed, or submitted to an AHJ rests with the PE who reviews and seals the final design, and with You.
• (g) Obtaining AHJ approvals, permits, and construction sign-offs is outside the scope of the Platform and outside FireDesign’s responsibility.
• (h) All professional responsibility and liability for Output — including for any design, construction, installation, modification, renovation, or other work based on Output — rests exclusively with the Licensed Professional who signs, stamps, seals, submits, approves, or otherwise acts on the Output, and with You. FireDesign bears no such responsibility or liability, whether or not the applicable project is submitted to an AHJ, whether or not a Professional Engineer’s seal is required by applicable law or the AHJ, and whether or not Output was reviewed by a Professional Engineer in accordance with Section 5.4.

16. Disclaimer of Warranties

16.1 Limited Warranty

FireDesign warrants that, for a period of ninety (90) days following the initial start of a paid Subscription Term (the “Warranty Period”), the Platform will substantially provide the general features and functions described in the then-current Platform documentation. Your exclusive remedy, and FireDesign’s entire liability, for any breach of this limited warranty is, at FireDesign’s option, (a) reasonable efforts to correct the non-conformity, or (b) termination of the affected Subscription and refund of pre-paid fees for the unused portion of the Subscription Term. Any warranty claim must be brought during the Warranty Period.

16.2 Disclaimer

EXCEPT FOR THE LIMITED WARRANTY IN SECTION 16.1, THE PLATFORM, OUTPUT, AND ANY RELATED MATERIALS, SUPPORT, AND SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITH ALL FAULTS AND WITHOUT WARRANTY OR CONDITION OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, FIREDESIGN AND ITS LICENSORS, SUPPLIERS, AND SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY, NON-INFRINGEMENT, QUIET ENJOYMENT, AND ANY WARRANTY ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE.

WITHOUT LIMITING THE FOREGOING, FIREDESIGN MAKES NO WARRANTY, REPRESENTATION, OR COMMITMENT THAT (A) THE PLATFORM OR OUTPUT WILL BE AVAILABLE, UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, ACCURATE, COMPLETE, OR RELIABLE; (B) OUTPUT WILL COMPLY WITH APPLICABLE CODES, WILL BE APPROVED BY ANY AHJ, OR WILL BE SUITABLE FOR ANY PARTICULAR PROJECT, SITE, OR PURPOSE; (C) DEFECTS OR ERRORS WILL BE CORRECTED; (D) CUSTOMER CONTENT OR OUTPUT WILL NOT BE LOST, DAMAGED, OR CORRUPTED; OR (E) THE PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS.

No statement, whether oral or written, made by FireDesign or any agent or representative of FireDesign outside these Terms creates a warranty or expands the scope of any warranty made in these Terms. Some jurisdictions do not allow the exclusion of certain warranties; to the extent such exclusions are not permitted, FireDesign’s warranties are limited to the minimum scope and duration permitted by applicable law.

17. Limitation of Liability

17.1 Exclusion of Indirect Damages

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FIREDESIGN OR ITS LICENSORS, SUPPLIERS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY (A) INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES; (B) LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS, OR OPPORTUNITY; (C) LOSS OF USE, BUSINESS INTERRUPTION, OR COST OF SUBSTITUTE GOODS OR SERVICES; (D) LOSS, CORRUPTION, OR UNAUTHORIZED ACCESS OF DATA, CUSTOMER CONTENT, OR OUTPUT; (E) PERSONAL INJURY, PROPERTY DAMAGE, AHJ REJECTION, CONSTRUCTION DELAY, REWORK, LIQUIDATED DAMAGES, OR SIMILAR LOSSES ARISING OUT OF OR RELATING TO OUTPUT, OR THE USE OR INABILITY TO USE OUTPUT; OR (F) ANY FAILURE OR DEFECT IN OUTPUT, OR ANY FAILURE OF OUTPUT TO COMPLY WITH APPLICABLE CODES.

17.2 Aggregate Cap

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL CUMULATIVE LIABILITY OF FIREDESIGN AND ITS LICENSORS, SUPPLIERS, SERVICE PROVIDERS, OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS ARISING OUT OF OR RELATING TO THE PLATFORM, OUTPUT, OR THESE TERMS — UNDER ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, INDEMNIFICATION, OR OTHERWISE — WILL NOT EXCEED THE GREATER OF (A) THE FEES ACTUALLY PAID BY YOU TO FIREDESIGN UNDER THE SUBSCRIPTION GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE EVENT FIRST GIVING RISE TO THE CLAIM OR (B) ONE THOUSAND UNITED STATES DOLLARS (US$1,000).

17.3 Basis of the Bargain

You acknowledge that the warranty disclaimers, limitations on liability, indemnification obligations, and allocations of risk in these Terms are a material and essential basis of the bargain between You and FireDesign, that without them FireDesign would not offer the Platform at the prices and on the terms offered, and that they apply even if a limited remedy fails of its essential purpose and even if FireDesign has been advised of the possibility of the relevant damages.

17.4 Exceptions

Nothing in these Terms excludes or limits (a) FireDesign’s liability for fraud, fraudulent misrepresentation, or willful misconduct; (b) liability for death or personal injury caused by gross negligence or willful misconduct; or (c) any other liability that cannot, as a matter of applicable law, be excluded or limited. The limitations in this Section 17 apply to the maximum extent permitted by applicable law.

18. Indemnification

18.1 Indemnification by You

You will defend, indemnify, and hold harmless FireDesign, its affiliates, and their respective officers, directors, employees, contractors, agents, licensors, and service providers (collectively, the “FireDesign Parties”) from and against any and all third-party claims, actions, investigations, proceedings, demands, liabilities, damages, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to:

• (a) Your or any Authorized User’s access to or use of the Platform or Output, including any Output that is used in the built environment, submitted to an AHJ, or relied upon for any purpose;
• (b) Your or any Authorized User’s failure to obtain professional review of Output by a PE as required by Section 5.4, regardless of whether such failure is intentional or inadvertent;
• (c) the accuracy, completeness, or legality of any Customer Content, or any infringement, misappropriation, or violation of third-party rights by Customer Content;
• (d) any breach by You or any Authorized User of these Terms, any applicable law, any professional-licensing rule, or any third-party right;
• (e) any misrepresentation of the nature of Output (including representing Output as a sealed or code-certified deliverable);
• (f) personal injury, property damage, or economic loss resulting from the design, construction, installation, modification, or renovation of any system or facility based on Output; and
• (g) any claim by an AHJ, end client, owner, contractor, subcontractor, or insurer arising out of or relating to Output or Your use of the Platform.

18.2 FireDesign IP Indemnification

Subject to Section 18.3, FireDesign will defend You from and against any third-party claim alleging that the Platform (when used in accordance with these Terms and within the scope of the applicable Subscription) infringes such third party’s United States patent, copyright, trademark, or trade-secret rights (an “IP Claim”), and will pay the amount of any adverse final judgment or any settlement that FireDesign has agreed to in writing. To receive this defense, You must (a) promptly notify FireDesign of the IP Claim, (b) give FireDesign sole control of the defense and any settlement (except that any settlement requiring an admission or payment by You requires Your prior written consent, not to be unreasonably withheld), and (c) provide reasonable cooperation. If an IP Claim arises or is reasonably likely to arise, FireDesign may, at its option, (i) procure for You the right to continue using the affected portion of the Platform, (ii) modify or replace the affected portion to make it non-infringing while preserving substantially equivalent functionality, or (iii) terminate the affected Subscription and refund any pre-paid fees for the unused portion of the Subscription Term.

18.3 Exclusions

FireDesign’s obligations under Section 18.2 do not apply to any IP Claim arising out of or relating to (a) Customer Content or any combination of the Platform with software, hardware, data, or materials not provided by FireDesign; (b) Your use of the Platform in violation of these Terms; (c) any modification of the Platform not authorized by FireDesign; (d) Your continued use of an allegedly infringing version after FireDesign has made available a non-infringing update or replacement; or (e) Output, or any use of Output. Section 18.2 states FireDesign’s sole obligation, and Your exclusive remedy, for any claim of intellectual-property infringement relating to the Platform.

18.4 Procedure

The FireDesign Parties may, at their option, participate in the defense of any claim with counsel of their choosing, at their expense. You will not settle any claim in a manner that imposes any liability or obligation on any FireDesign Party without the FireDesign Party’s prior written consent.

19. Term, Termination, and Suspension

19.1 Term

These Terms take effect when You first accept them (or first access the Platform) and remain in effect until terminated as provided in this Section 19.

19.2 Termination for Breach

Either party may terminate these Terms and the affected Subscription for material breach by the other party that is not cured within thirty (30) days after written notice of the breach. Notwithstanding the foregoing, FireDesign may terminate or suspend immediately and without notice for (a) non-payment; (b) suspected or actual breach of Sections 3, 5, 6.3, 6.4, 8.2, 10, 13, or 18.1; (c) Your insolvency, bankruptcy, or assignment for the benefit of creditors; or (d) conduct that in FireDesign’s reasonable judgment poses a security, legal, regulatory, or reputational risk to FireDesign, its customers, or its services.

19.3 Suspension

FireDesign may suspend access to the Platform immediately where necessary to (a) address a security incident or suspected misuse, (b) comply with legal or regulatory obligations, or (c) prevent harm to the Platform or to other users. Where reasonably practicable, FireDesign will provide notice of the suspension and restore access as soon as the condition that gave rise to the suspension has been resolved.

19.4 Effect of Termination

Upon termination or expiration of these Terms, Your right to access and use the Platform ends, and FireDesign may delete Your account and Customer Content after a commercially reasonable retention period unless applicable law requires longer retention. You remain responsible for any fees accrued through the effective date of termination. Sections 2 (Definitions), 5 (Scope / Tool Limitation), 6 (Customer Content), 7 (Output), 8.2 (Restrictions), 9 (Fees, to the extent of accrued amounts), 10 (Acceptable Use, to the extent applicable), 12 (Confidentiality), 13 (IP), 15 (Professional Responsibility), 16 (Warranty Disclaimer), 17 (Limitation of Liability), 18 (Indemnification), 19.4 (Effect of Termination), 20 (Governing Law / Dispute Resolution), and 22 (Miscellaneous) survive termination or expiration.

20. Governing Law and Dispute Resolution

20.1 Governing Law

These Terms are governed by and construed in accordance with the laws of the State of New Jersey, without regard to its conflict-of-laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

20.2 Informal Resolution

Before initiating any formal dispute-resolution process, the parties will attempt in good faith to resolve any dispute arising out of or relating to these Terms through informal discussions. The party raising the dispute will deliver a written notice describing the dispute and the relief sought; the parties will then have thirty (30) days to attempt to resolve the dispute informally before either party may initiate arbitration or litigation.

20.3 Binding Arbitration

Except as set forth in Section 20.5, any dispute, claim, or controversy arising out of or relating to these Terms or the Platform, including the breach, termination, enforcement, interpretation, or validity thereof, will be resolved by final and binding arbitration administered by the American Arbitration Association (AAA) under its then-current Commercial Arbitration Rules. The arbitration will be conducted by a single arbitrator, in English, and seated in Essex County, New Jersey, except as otherwise agreed by the parties. Judgment on the award may be entered in any court of competent jurisdiction.

20.4 Class Action Waiver

YOU AND FIREDESIGN EACH AGREE THAT DISPUTES WILL BE RESOLVED ONLY ON AN INDIVIDUAL BASIS AND NOT AS A CLASS, CONSOLIDATED, OR REPRESENTATIVE ACTION. NO ARBITRATOR OR COURT HAS AUTHORITY TO HEAR OR DETERMINE ANY CLASS, CONSOLIDATED, OR REPRESENTATIVE CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE PLATFORM.

20.5 Injunctive Relief; Carve-Outs

Notwithstanding Section 20.3, either party may seek injunctive or other equitable relief in a court of competent jurisdiction to protect its intellectual-property or confidential information, and FireDesign may bring a court action for collection of undisputed amounts. Small-claims actions are not subject to this Section 20, and either party may bring an individual action in a small-claims court with jurisdiction.

20.6 Venue for Court Actions

For any dispute not subject to arbitration, the parties submit to the exclusive jurisdiction of the state and federal courts located in Essex County, New Jersey, and each party waives any objection to venue or forum non conveniens.

21. Changes to These Terms

FireDesign may modify these Terms from time to time. When FireDesign makes material changes, FireDesign will provide reasonable advance notice, for example by email, an in-Platform notice, or an update to the “Last Updated” date at the top of these Terms. Your continued use of the Platform after the effective date of a change constitutes acceptance of the updated Terms. If You do not agree to a change, Your sole remedy is to stop using the Platform and, if applicable, request cancellation of Your Subscription in accordance with Section 19.

22. Miscellaneous

22.1 Entire Agreement

These Terms, together with any order form, Subscription confirmation, the Privacy Policy, and any policies or documents incorporated by reference, constitute the entire agreement between You and FireDesign regarding the Platform and supersede all prior or contemporaneous understandings, communications, and agreements regarding that subject.

22.2 Order of Precedence

In the event of any conflict among these Terms, an order form signed by both parties, or another incorporated document, the following order of precedence applies (highest first): (a) a mutually-signed order form with respect to the subject matter it expressly addresses; (b) these Terms; (c) incorporated policies (including the Acceptable Use Policy and Privacy Policy); and (d) documentation.

22.3 Severability

If any provision of these Terms is held invalid or unenforceable, that provision will be limited or eliminated to the minimum extent necessary, and the remaining provisions will continue in full force and effect.

22.4 Waiver

No waiver by either party of any breach or default constitutes a waiver of any subsequent breach or default. No waiver is effective unless in writing and signed by the waiving party.

22.5 Assignment

You may not assign or transfer these Terms or any rights or obligations under them, in whole or in part, without FireDesign’s prior written consent. FireDesign may assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, or to an affiliate. Any purported assignment in violation of this Section is void. Subject to the foregoing, these Terms bind and inure to the benefit of the parties and their successors and permitted assigns.

22.6 Force Majeure

Neither party will be liable for any failure or delay in performance (other than payment obligations) to the extent caused by circumstances beyond its reasonable control, including acts of God, natural disasters, pandemic or epidemic, war, terrorism, civil unrest, governmental action, labor disruption, utility failure, internet or telecommunications outage, or third-party service outage.

22.7 Notices

Notices to FireDesign must be sent to AI Fire Protection Design LLC, 15 Gates Place, Wayne, New Jersey 07470, with a copy to info@firedesign.ai. Notices to You may be sent to the email or mailing address associated with Your account and are effective when sent.

22.8 Relationship of the Parties

The parties are independent contractors. These Terms do not create an agency, partnership, joint venture, employment, or fiduciary relationship.

22.9 No Third-Party Beneficiaries

Except for the FireDesign Parties under Section 18, these Terms do not create any third-party beneficiary rights.

22.10 Export Compliance

The Platform and Output may be subject to U.S. export-control and economic-sanctions laws. You will not use, export, re-export, or transfer the Platform or Output in violation of such laws, including to any person or country designated under applicable U.S. export or sanctions programs.

22.11 U.S. Government Rights

If You are a U.S. federal government entity, the Platform is provided as a “commercial item” as defined in 48 C.F.R. §2.101, and use, duplication, and disclosure are subject to the restrictions set forth in FAR §12.212 and DFARS §227.7202, as applicable.

22.12 Headings

Section and subsection headings are for convenience only and do not affect interpretation.

22.13 Electronic Acceptance

You agree that clicking “I accept” (or similar), creating an account, or using the Platform constitutes Your electronic signature and binding acceptance of these Terms.

23. Contact

Questions about these Terms may be directed to:

AI Fire Protection Design LLC (d/b/a FireDesign.ai)

15 Gates Place, Wayne, New Jersey 07470

Email: info@firedesign.ai

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