Terms of service.

1. Agreement and scope

These Terms of Service (the "Terms") are a binding agreement between you and Sabrene Software LLC ("Sabrene," "we," "us," or "our") concerning BIMRelay, including its public website, application, workspaces, model-processing features, workbooks, exports, and related services (collectively, the "Service"). If you establish a workspace or purchase the Service for an organization, you represent that you have authority to bind that organization, and "you" includes that organization. An invited user must be authorized to access the relevant projects and comply with these Terms, but does not personally guarantee an organization's subscription charges merely by accepting an invitation.

You must be at least 18 years old and legally able to enter into these Terms. BIMRelay is intended for professional and business use. A signed order form, enterprise agreement, data processing addendum, or service-level agreement controls over these Terms to the extent it expressly conflicts with them.

2. The BIMRelay service

BIMRelay connects to Autodesk projects at your direction, processes selected published Revit host and linked models, and generates an editable COBie 2.4 workbook. The Service includes tools for configuring generation, reviewing model-backed data, collaborating with workspace members, resolving findings, preserving supported edits across model updates, and exporting or publishing workbook output.

We may improve, replace, add, or remove Service features. If we materially reduce core paid functionality during a current subscription term, we will provide reasonable advance notice where practical. Advance notice may not be possible when a change is necessary for security, legal compliance, third-party platform changes, or prevention of abuse. Your cancellation rights and any legally required remedies remain subject to section 6 and applicable law.

We will provide the Service with reasonable care and skill. A guaranteed uptime percentage, support response time, implementation service, particular hosting region, or special retention requirement applies only if expressly included in a separate written agreement.

3. Accounts and workspaces

You must provide accurate account information, protect your credentials, and promptly notify us of suspected unauthorized access. You are responsible for activity performed through your account unless it results from our breach of these Terms. You may not share a personal login or attempt to access a workspace without an authorized invitation.

Workspace administrators control workspace membership, project access, roles, subscription capacity, and other administrative settings. An organization is responsible for its administrators and invited users. We may rely on instructions from a workspace administrator, including instructions to grant or remove access, archive projects, manage billing, or delete content.

Workspace administrators are peers; the person who originally created a workspace does not have an exclusive ownership role. Your organization should choose administrators carefully and maintain an authorized billing and security contact. Deleting a project is an instruction from its workspace, not from every organization whose data might appear in that project.

BIMRelay supports concurrent collaboration. Edits, comments, mentions, configuration changes, and other actions may be visible to authorized workspace members and recorded in project activity or audit history.

4. Customer Data

"Customer Data" means model data, workbook content, files, comments, settings, personal information, and other material that you or your authorized users submit to, connect to, generate in, or publish through the Service. As between you and Sabrene, you retain all rights in Customer Data.

You grant Sabrene a limited, worldwide license to host, copy, process, transmit, display, and create technical derivatives of Customer Data only as needed to provide, secure, support, and maintain the Service, comply with law, and follow your instructions. We may engage service providers for those limited purposes. This license does not transfer ownership or give us permission to publish your models or workbooks as marketing material. You represent that you have all rights and permissions needed for us to process Customer Data, including data obtained from Autodesk services and personal information contained in project files.

We may create and use aggregated or de-identified statistics that cannot reasonably identify you, an individual, or a specific project. We do not sell Customer Data, use it to train general-purpose artificial intelligence models, or authorize our service providers to do either with Customer Data they process for us. We will not attempt to re-identify information we represent as de-identified, except to test whether our de-identification safeguards are effective.

Confidentiality

We treat nonpublic Customer Data as confidential. Each party will protect the other's nonpublic business and technical information using at least reasonable care, use it only to perform or exercise rights under these Terms, and disclose it only to people and service providers who need it for those purposes and are bound by confidentiality obligations. This does not restrict information that was lawfully known without restriction, becomes public without a breach, is independently developed, or is lawfully received from someone else without a duty of confidentiality. If disclosure is legally required, the receiving party will disclose only what is required and give advance notice when legally permitted.

Security and personal data

We will maintain reasonable administrative, technical, and organizational safeguards for Customer Data. If we become aware of a security incident involving Customer Data in our custody, we will investigate and provide notices, available information, and cooperation as required by applicable law or a controlling written agreement. Unsuccessful attempts that do not compromise Customer Data are not, by themselves, security incidents requiring notice under these Terms.

Any required data processing agreement, specific international-transfer terms, or additional security controls must be established in writing between Sabrene and the customer before the affected Customer Data is submitted. Contact us to establish those terms. The Privacy Policy and these Terms do not replace a required data processing agreement. Do not submit regulated health records, payment-card data, government-classified information, or export-controlled technical data unless we have expressly agreed in writing to support the applicable requirements.

You are responsible for maintaining copies of source models and final deliverables appropriate for your business, contractual, and record-retention needs. Our handling of Customer Data is described further in the Privacy Policy.

5. Autodesk services and other third parties

BIMRelay is an independent product and is not sponsored, endorsed, or operated by Autodesk, NIBS, or buildingSMART. Autodesk, Revit, and Forma are trademarks of Autodesk, Inc. Third-party services are governed by their own terms and privacy practices.

When you connect Autodesk services, you authorize BIMRelay to list resources available through the connection, process the projects, models, versions, and related metadata selected for your workflow, and publish output when you request it. You are responsible for maintaining the required third-party account, permissions, and licenses. We are not responsible for third-party outages, API changes, removed files, incorrect source data, or restrictions imposed by a third-party provider that are outside our reasonable control. This does not excuse our own obligations under these Terms. Workbook edits are not written back to Revit. Publishing a completed XLSX file to Forma is a separate action performed at your direction, including through a publication setting you enable.

6. Plans, billing, and cancellation

Paid subscriptions are billed in advance through Stripe in the billing interval and project quantity selected at checkout. You authorize recurring charges, including applicable taxes, until cancellation. Prices and plan limits shown at checkout form part of these Terms. A price increase will apply no earlier than your next renewal after reasonable advance notice, giving you an opportunity to cancel before it takes effect. Changes you request to plan or project quantity take effect under the pricing and proration terms displayed in the billing flow.

Any free plan is limited to the allowances described in the Service. You may not evade free-plan, extraction, export, project, workspace, or hub limits by creating additional accounts, workspaces, identities, or other technical workarounds. We may change or discontinue a free plan at any time.

You may cancel a subscription through the available billing controls. Cancellation takes effect at the end of the current paid billing period. Payments are non-refundable except where required by applicable law or expressly agreed by Sabrene in writing. We do not provide refunds or credits for partial billing periods, unused subscription time, unused project capacity, or choosing to stop using the Service. This policy does not limit any nonwaivable legal right or remedy. Archiving or deleting a project, leaving a workspace, or ceasing to use the Service does not cancel its subscription; a workspace administrator must cancel through Billing. When a subscription ends, affected projects may be automatically archived and become read-only. Restoring paid access does not automatically reactivate every archived project.

Generate and download required exports while the project is active. Archived projects cannot create new exports, though previously completed exports remain downloadable while you retain project access and the files are retained. An XLSX export is a workbook deliverable, not a complete backup of comments, activity, model evidence, or every application setting.

If payment fails, we may retry the charge, restrict paid features, archive projects, or suspend access after reasonable notice. You remain responsible for charges incurred before cancellation or suspension.

7. Acceptable use

You may not use the Service to:

• violate law, contractual restrictions, intellectual property rights, privacy rights, or Autodesk terms;
• access, extract, publish, or disclose models or project data without authorization;
• upload malware or interfere with the integrity, security, availability, or performance of the Service;
• probe, scan, or test vulnerabilities without our prior written authorization;
• bypass access controls, usage limits, billing controls, or workspace permissions;
• reverse engineer the Service except to the limited extent that applicable law prohibits this restriction;
• resell or sublicense standalone access to the Service, or offer a competing hosted copy of it, without our written permission; or
• use automated means that create unreasonable load or extract Service content unrelated to your own authorized Customer Data.

Consultants, contractors, and other professional service providers may use BIMRelay to work on authorized client projects, collaborate with clients, and supply generated deliverables as part of their professional services. You remain responsible for the client permissions and plan allowances needed for that work.

We may investigate suspected misuse and suspend or restrict access when reasonably necessary to protect the Service, customers, third parties, or Sabrene. We will limit a restriction to what is reasonably necessary and, where practical, provide notice and an opportunity to cure before suspending a paid account.

8. Our intellectual property and feedback

Sabrene and its licensors own the Service, software, interfaces, documentation, branding, and all related intellectual property, excluding Customer Data and third-party material. During your authorized use, we grant you a limited, non-exclusive, non-transferable right to access the Service under these Terms.

If you provide ideas or feedback, you grant us a perpetual, irrevocable, royalty-free right to use them without restriction or compensation. This does not give us rights in Customer Data or confidential project material.

9. COBie output and project responsibility

BIMRelay helps organize, validate, and maintain COBie data, but it does not replace professional judgment, contractual review, or acceptance by an owner or receiving system. Validation findings, warnings, classifications, pick lists, and generated values are software-assisted review tools, not certifications or professional advice.

You are responsible for reviewing source models, workbook settings, edits, validation results, and exported files. You must determine whether an output meets the applicable contract, information requirements, COBie edition, owner standard, and downstream system requirements. A successful export does not mean that a file is complete, accepted, or fit for a particular handover.

10. Suspension, termination, and data removal

You may stop using the Service at any time, subject to the separate subscription-cancellation process in section 6. Either party may terminate an affected subscription for the other's material breach that remains uncured 30 days after written notice. We may suspend access sooner where reasonably necessary because of unlawful use, a security risk, nonpayment after notice, or conduct that threatens the Service or another customer.

If we discontinue your paid Service for reasons other than your breach, we will provide reasonable advance notice and an opportunity to export supported data when practical, unless law or an urgent security issue prevents doing so. Termination does not automatically entitle you to a refund or credit. Any refund is governed by section 6, a controlling written agreement, and applicable law. Nothing in this section limits a claim for breach of these Terms or a remedy that cannot lawfully be excluded.

Following termination or a valid deletion request, we handle Customer Data according to the Privacy Policy and any controlling written agreement. You should export required records before deleting a project or workspace, or requesting account closure. Project deletion removes customer access immediately; any internal recovery period is not a promise that deleted data can be restored. Account closure does not automatically delete content controlled by another customer's workspace. Contact us if access is restricted and you need help obtaining retained, supported exports; assistance is subject to lawful access, security restrictions, and the applicable retention period. We do not guarantee recovery of deleted data.

Sections that by their nature should survive termination remain effective, including ownership, confidentiality, accrued payment obligations, disclaimers, limitations of liability, indemnity, and dispute terms.

11. Disclaimers

EXCEPT FOR OUR EXPRESS COMMITMENTS IN THESE TERMS OR A CONTROLLING WRITTEN AGREEMENT, AND TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED "AS IS" AND "AS AVAILABLE." SABRENE DISCLAIMS OTHER EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY, AND UNINTERRUPTED OR ERROR-FREE OPERATION.

We do not warrant that BIMRelay will identify every issue, preserve every unsupported customization, remain compatible with every third-party change, or produce an output accepted by a particular party. Nothing in these Terms excludes a warranty that cannot legally be excluded.

12. Limitation of liability

TO THE FULLEST EXTENT PERMITTED BY LAW, NEITHER PARTY WILL BE LIABLE FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, REVENUE, GOODWILL, BUSINESS, OPPORTUNITIES, OR DATA TO THE EXTENT THOSE LOSSES ARE INDIRECT OR CONSEQUENTIAL, EVEN IF ADVISED THAT SUCH DAMAGES ARE POSSIBLE.

To the fullest extent permitted by law, Sabrene's total aggregate liability arising from or related to the Service or these Terms will not exceed the greater of one hundred U.S. dollars ($100) or the fees paid by you or your organization for the affected workspace subscriptions during the 12 months before the first event giving rise to the claims. This is an aggregate limit, not a separate limit for each user, incident, or claim. It limits potential liability for covered claims; it does not create a refund entitlement or a money-back guarantee.

These exclusions and limits do not apply to fraud, willful misconduct, gross negligence, or liability that cannot lawfully be excluded or limited. They do not reduce fees you owe, refunds required by law or expressly agreed by Sabrene in writing, or amounts payable to third parties under section 13. A separate written agreement may provide different limits or remedies.

13. Indemnification

You will defend Sabrene and its officers, employees, and agents against third-party claims to the extent caused by your unauthorized provision or use of Customer Data, infringement of third-party rights through Customer Data you provide, unlawful use of the Service, or material breach of these Terms. You will pay damages and reasonable legal costs finally awarded for those claims, or settlements you approve. This obligation does not apply to the extent a claim results from Sabrene's breach of these Terms, negligence, or willful misconduct.

We will promptly notify you of a covered claim, allow you to control its defense with qualified counsel, and reasonably cooperate at your expense. A delay in notice reduces your obligation only to the extent it materially prejudices the defense. You may not settle a claim in a way that admits fault by, imposes nonmonetary obligations on, or fails to release Sabrene without our prior written consent, which we will not unreasonably withhold. We may participate with our own counsel at our own expense.

14. Governing law and dispute resolution

California law governs these Terms without regard to conflict-of-law rules. Before starting a formal proceeding, each party will give written notice of the dispute and attempt in good faith to resolve it for at least 30 days.

EXCEPT FOR ELIGIBLE SMALL-CLAIMS MATTERS OR CLAIMS SEEKING INJUNCTIVE RELIEF FOR UNAUTHORIZED USE OR INTELLECTUAL PROPERTY VIOLATIONS, DISPUTES WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION UNDER ITS COMMERCIAL ARBITRATION RULES, SUBJECT TO ANY MANDATORY CONSUMER RULES OR OTHER LEGAL PROTECTIONS. THERE IS NO JUDGE OR JURY IN ARBITRATION, AND COURT REVIEW IS LIMITED.

Arbitration will be seated in San Bernardino County, California, but may occur remotely when permitted by the applicable rules. Filing fees and arbitrator compensation are allocated under the applicable AAA rules and law; these Terms do not impose fees that applicable law prohibits. The rules and fee schedules are available from AAA. If a dispute proceeds in court, the parties consent to jurisdiction and venue in the state courts located in San Bernardino County and the applicable federal court in California. Claims must be brought individually, not as a plaintiff or class member in a class, consolidated, coordinated, or representative proceeding. If a portion of this paragraph is unenforceable, it will be severed to the minimum extent necessary. Nothing in this section prevents a report to a regulator or waives a right or remedy that cannot lawfully be waived, including public injunctive relief where applicable. Mandatory law controls over conflicting venue or procedure provisions.

15. General terms

These Terms, the Privacy Policy, and any controlling written agreement are the entire agreement concerning the Service. You may not assign these Terms without our written consent. We may assign them in connection with a merger, acquisition, reorganization, or sale of assets. Neither party is liable for delay caused by events beyond its reasonable control. If a provision is unenforceable, the remaining provisions remain effective. Failure to enforce a provision is not a waiver.

We may update these Terms. We will provide reasonable advance notice of material changes by email, in the Service, or through another appropriate channel when practical, along with any notice or affirmative acceptance required by law. Changes apply prospectively and do not change an already accrued claim. Continued use after the effective date of an updated version constitutes acceptance where permitted by law. Electronic notices and records satisfy written-notice requirements to the extent permitted by law.

16. Contact

Questions, notices, or complaints about these Terms may be directed to:

California residents may also contact the California Department of Consumer Affairs, Consumer Information Center, at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (800) 952-5210.