These Terms and Conditions of Use (“Terms”) constitute a legally binding agreement between Anguleris Technologies, LLC, with its principal offices at 68 S. Grove Ave., Elgin, IL 60120 (“Anguleris,” “Licensor,” or “Gaudi AI”), and the individual or entity accessing or using the Gaudi AI platform at askgaudi.ai (“User” or “Licensee”).

Gaudi AI is a broad-purpose artificial intelligence platform designed for professionals in the Architecture, Engineering, and Construction (“AEC”) industry. The platform provides AI-powered tools to assist with a wide range of AEC workflows, including but not limited to design research, code and standards guidance, product specification, BIM content generation, project documentation, and workflow automation. Gaudi AI may integrate with third-party software, data sources, and platforms including Autodesk Revit®, BIMsmith®, and other AEC tools.

By registering for an account, clicking “Agree,” or otherwise accessing or using the Gaudi AI platform, Licensee agrees to be bound by these Terms in their entirety. If Licensee does not agree, Licensee must immediately discontinue use of the platform.

ARTICLE I: GRANT OF LICENSE AND SCOPE OF USE Section 1.01 — Grant of License Subject to Licensee’s compliance with these Terms, Licensor hereby grants Licensee a limited, non-exclusive, non-transferable, non-sublicensable license to access and use the Gaudi AI platform solely for Licensee’s internal professional purposes within the AEC industry. This license permits Licensee to: (a) submit queries and prompts to Gaudi AI’s AI models for professional research, design, documentation, and workflow assistance; (b) access AI-generated outputs including text, data summaries, specification drafts, code guidance, and BIM-related content; (c) connect Gaudi AI to authorized third-party integrations as made available by Licensor; and (d) use AI-generated outputs within Licensee’s professional projects subject to the limitations set forth herein. Section 1.02 — Nature of the Platform Gaudi AI is an AI-powered productivity platform. All outputs generated by the platform, including responses to user queries, specification suggestions, code interpretations, product recommendations, and BIM data (“AI Outputs”), are generated by machine learning models and are provided for informational and productivity purposes only. AI Outputs do not constitute licensed professional advice of any kind, including architectural, structural, mechanical, electrical, fire protection, code compliance, legal, or financial advice. Licensee acknowledges that AI models may produce outputs that are inaccurate, incomplete, outdated, or unsuitable for direct use in professional deliverables without independent review. Section 1.03 — Professional Responsibility Licensee is solely responsible for the professional review, verification, and application of all AI Outputs. Nothing in these Terms or on the Gaudi AI platform relieves any licensed professional of their obligations under applicable licensing laws, codes of professional conduct, or project contracts. All AI Outputs used in project deliverables, permit submissions, construction documents, or client-facing materials must be reviewed and approved by a qualified licensed professional prior to use. Gaudi AI is a tool to support professional judgment, not replace it. Section 1.04 — Acceptable Use Licensee agrees to use the Gaudi AI platform in good faith and solely for lawful professional purposes. Licensee shall not: (1) submit prompts or inputs designed to manipulate, deceive, or cause the AI to produce harmful, misleading, discriminatory, or inappropriate content; (2) attempt to extract proprietary system instructions, model architecture details, or confidential platform configurations through adversarial prompting or any other method; (3) use AI Outputs to make unreviewed representations to clients, regulatory authorities, permit offices, or other third parties; (4) use the platform or any AI Outputs to train, fine-tune, benchmark, or develop competing artificial intelligence models or products; (5) use automated scripts, bots, or programmatic access methods to query the platform in bulk without prior written authorization from Licensor; (6) submit inputs containing personally identifiable information of third parties without appropriate authorization; or (7) use the platform in any manner that violates applicable laws, regulations, or third-party rights. Section 1.05 — Third-Party Integrations Gaudi AI may offer integrations with third-party platforms, software, and data sources (“Third-Party Services”), including Autodesk Revit®, BIMsmith®, and others. Licensee’s use of any Third-Party Services is subject to the applicable terms and conditions of those third parties. Licensor makes no representations or warranties regarding the availability, accuracy, or performance of Third-Party Services and shall not be liable for any loss or damage arising from Licensee’s use of or reliance on Third-Party Services. Licensor reserves the right to modify, suspend, or discontinue any integration at any time without notice. Section 1.06 — Licensee Restrictions Except as expressly permitted herein, Licensee shall not: (1) sublicense, sell, resell, transfer, assign, or otherwise make the Gaudi AI platform available to any third party; (2) reverse engineer, decompile, disassemble, or attempt to derive the source code, model weights, or underlying algorithms of the Gaudi AI platform; (3) remove, alter, or obscure any proprietary notices, trademarks, or copyright notices on the platform or in any AI Output; or (4) access the platform in a manner intended to gain unauthorized access to Licensor’s systems, data, or infrastructure. This Section shall survive termination of this License. Section 1.07 — Licensee Responsibilities Licensee is solely responsible for: (a) maintaining the security and confidentiality of Licensee’s account credentials and promptly notifying Licensor of any suspected unauthorized access; (b) ensuring that all inputs submitted to the platform do not contain confidential third-party information shared without authorization; (c) independently verifying all AI Outputs before incorporating them into any professional deliverable; and (d) maintaining backup copies of any data or project output critical to Licensee’s operations.

ARTICLE II: INTELLECTUAL PROPERTY AND DATA Section 2.01 — Platform Ownership All intellectual property rights in the Gaudi AI platform, including its software, AI models, training data, algorithms, user interface, prompt architecture, and underlying technology, are and shall remain the exclusive property of Licensor or its licensors. Nothing in these Terms transfers any ownership interest in the Gaudi AI platform or its underlying technology to Licensee. Licensor reserves all rights not expressly granted herein. Section 2.02 — AI Outputs Licensor does not claim ownership of AI Outputs generated in response to Licensee’s specific inputs. Licensee is responsible for evaluating whether AI Outputs are eligible for intellectual property protection under applicable law and for any use Licensee makes of such outputs. Licensee acknowledges that similar or identical outputs may be generated for other users and that Licensor makes no exclusivity representations with respect to AI Outputs. Section 2.03 — Licensee Data Licensee retains ownership of data, prompts, project context, and other content submitted to the Gaudi AI platform by Licensee (“Licensee Data”). Licensee hereby grants Licensor a limited, non-exclusive, worldwide license to process and use Licensee Data solely to operate the platform, generate AI Outputs, and improve Licensor’s services, in accordance with the Privacy Policy. Licensor shall not sell Licensee’s identifiable data to third parties or use Licensee’s confidential project data for purposes outside the scope of platform operation and improvement without Licensee’s written consent. Section 2.04 — AI Improvement and Training Licensor may use anonymized, aggregated, and de-identified interaction data from the platform to improve the performance, safety, and accuracy of its AI systems. Licensor will implement reasonable technical measures to prevent the use of personally identifiable or confidential project data for AI training without explicit Licensee consent. Licensee may opt out of data use for AI training by contacting Licensor at the address provided herein, subject to applicable technical limitations. Section 2.05 — Confidentiality Each party agrees to hold in confidence any non-public information disclosed by the other party that is identified as confidential or that reasonably should be understood to be confidential given the nature of the information and circumstances of disclosure. This obligation does not apply to information that: (a) is or becomes publicly known through no breach of this obligation; (b) was rightfully known to the receiving party prior to disclosure; (c) is independently developed by the receiving party without use of confidential information; or (d) is required to be disclosed by applicable law or court order, provided the receiving party gives reasonable prior notice to the disclosing party where permitted. This Section shall survive termination. Section 2.06 — Privacy Policy All use of the Gaudi AI platform is subject to Licensor’s Privacy Policy, available at askgaudi.ai and incorporated herein by reference. The Privacy Policy governs the collection, use, storage, and protection of Licensee’s personal and usage data. By using the platform, Licensee consents to the data practices described in the Privacy Policy.

ARTICLE III: WARRANTIES AND DISCLAIMERS Section 3.01 — Licensor Disclaimer THE GAUDI AI PLATFORM AND ALL AI OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, COMPLETENESS, RELIABILITY, OR NON-INFRINGEMENT. LICENSOR DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE OF HARMFUL COMPONENTS. LICENSOR EXPRESSLY DISCLAIMS ANY WARRANTY THAT AI OUTPUTS ARE ACCURATE, CURRENT, CODE-COMPLIANT, OR SUITABLE FOR INCORPORATION INTO PROFESSIONAL DELIVERABLES WITHOUT INDEPENDENT VERIFICATION BY A LICENSED PROFESSIONAL. THIS SECTION SHALL SURVIVE TERMINATION. Section 3.02 — No Professional Advice THE GAUDI AI PLATFORM DOES NOT PROVIDE LICENSED PROFESSIONAL ADVICE OF ANY KIND. AI OUTPUTS ARE NOT A SUBSTITUTE FOR THE ADVICE OF A LICENSED ARCHITECT, STRUCTURAL ENGINEER, MECHANICAL ENGINEER, ELECTRICAL ENGINEER, FIRE PROTECTION ENGINEER, CODE CONSULTANT, ATTORNEY, OR OTHER LICENSED PROFESSIONAL. NO LICENSOR-EMPLOYEE, CONTRACTOR, OR AI SYSTEM IS ACTING AS A LICENSED PROFESSIONAL OF RECORD FOR ANY PROJECT. ALL PROJECT DECISIONS, CALCULATIONS, CODE INTERPRETATIONS, AND PROFESSIONAL CERTIFICATIONS REMAIN THE SOLE RESPONSIBILITY OF THE LICENSED PROFESSIONAL OF RECORD. Section 3.03 — Code and Standards Guidance TO THE EXTENT GAUDI AI PROVIDES GUIDANCE RELATED TO BUILDING CODES, ZONING REGULATIONS, ACCESSIBILITY STANDARDS, FIRE CODES, OR OTHER REGULATORY REQUIREMENTS, SUCH GUIDANCE IS PROVIDED FOR GENERAL INFORMATIONAL PURPOSES ONLY AND MAY NOT REFLECT THE MOST CURRENT ADOPTED AMENDMENTS IN LICENSEE’S JURISDICTION. LICENSEE IS SOLELY RESPONSIBLE FOR VERIFYING APPLICABLE CODE REQUIREMENTS WITH THE AUTHORITY HAVING JURISDICTION (AHJ) AND QUALIFIED CODE CONSULTANTS BEFORE RELYING ON ANY CODE-RELATED AI OUTPUT. Section 3.04 — Licensee Warranty Licensee represents and warrants that: (1) Licensee has the legal authority to enter into and perform under these Terms; (2) Licensee will use the Gaudi AI platform only for lawful professional purposes consistent with these Terms; (3) any data or content submitted by Licensee to the platform does not infringe any third-party intellectual property rights and does not contain malicious code, harmful content, or material that violates applicable law or third-party rights; and (4) Licensee will not submit to the platform any data subject to heightened legal protection, including protected health information (“PHI”) under HIPAA or similar statutes, unless Licensor has expressly agreed in writing to support such use cases.

ARTICLE IV: LIMITATION OF LIABILITY Section 4.01 — Limitation of Liability TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL LICENSOR, ITS AFFILIATES, DIRECTORS, OFFICERS, EMPLOYEES, OR AGENTS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, PROJECT DELAYS, PROFESSIONAL LIABILITY CLAIMS, COST OF CORRECTIVE WORK, OR DAMAGES ARISING FROM LICENSEE’S RELIANCE ON AI OUTPUTS WITHOUT INDEPENDENT PROFESSIONAL VERIFICATION, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR ANY OTHER LEGAL THEORY, EVEN IF LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

LICENSOR’S TOTAL CUMULATIVE LIABILITY TO LICENSEE FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR THE GAUDI AI PLATFORM SHALL NOT EXCEED THE GREATER OF: (A) THE TOTAL AMOUNTS PAID BY LICENSEE TO LICENSOR IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM; OR (B) ONE HUNDRED DOLLARS ($100.00).

ARTICLE V: INDEMNIFICATION Section 5.01 — Indemnification by Licensee Licensee agrees to indemnify, defend, and hold harmless Licensor and its affiliates, shareholders, directors, officers, employees, agents, and attorneys from and against any and all claims, damages, losses, liabilities, costs, and expenses (including reasonable attorneys’ fees) arising out of or related to: (a) Licensee’s use of the Gaudi AI platform in violation of these Terms or applicable law; (b) any allegation that Licensee’s submitted data or content infringes a third party’s intellectual property or other rights; (c) Licensee’s use of or reliance on AI Outputs without independent professional verification, including any resulting professional liability, errors and omissions, or project claims; (d) Licensee’s unauthorized sharing of third-party confidential information through the platform; or (e) any negligent, reckless, or willful misconduct by Licensee in connection with the platform.

ARTICLE VI: TERM AND TERMINATION Section 6.01 — Term These Terms are effective upon Licensee’s first access to or use of the Gaudi AI platform and remain in effect until terminated by either party in accordance with this Article. Section 6.02 — Termination by Licensor Licensor may suspend or terminate Licensee’s access to the Gaudi AI platform at any time, with or without cause, upon notice to Licensee. Licensor may immediately suspend access without notice if Licensor reasonably believes Licensee is using the platform in violation of these Terms, in a manner that poses a security risk, or in a way that may harm Licensor or other users. Section 6.03 — Termination by Licensee Licensee may terminate these Terms at any time by ceasing all use of the Gaudi AI platform and closing Licensee’s account through the platform settings or by written notice to Licensor. Section 6.04 — Effect of Termination Upon termination, all licenses granted herein immediately cease, and Licensee must discontinue all use of the platform and delete any locally stored AI Outputs that were generated under these Terms, except to the extent retention is required by applicable law or professional record-keeping obligations. Sections 1.04, 1.06, 2.01, 2.05, 3.01, 3.02, 3.03, 4.01, 5.01, and all other provisions that by their nature should survive, shall survive termination.

ARTICLE VII: EXPORT CONTROLS Section 7.01 — Export Compliance Licensee agrees to comply with all applicable United States export control laws and regulations, including the Export Administration Regulations (EAR) and regulations administered by the Office of Foreign Assets Control (OFAC). Licensee shall not access, use, export, or re-export the Gaudi AI platform or any AI Output to any person, entity, or country subject to United States trade restrictions or embargoes, or in any manner that would violate applicable export control laws. This Article shall survive termination.

ARTICLE VIII: MISCELLANEOUS Section 8.01 — Modifications to Terms Licensor reserves the right to modify these Terms at any time by posting updated Terms at askgaudi.ai. Licensor will provide reasonable notice of material changes. Licensee’s continued use of the platform following the effective date of any updated Terms constitutes Licensee’s acceptance of the revised Terms. If Licensee objects to any modification, Licensee must cease use of the platform and notify Licensor in writing within thirty (30) days of the posting of the updated Terms. Section 8.02 — Governing Law and Venue These Terms shall be governed by and construed in accordance with the laws of the State of Illinois, without regard to its conflict of law principles. Any legal action or proceeding arising out of or related to these Terms or the Gaudi AI platform shall be brought exclusively in the state courts of Cook County, Illinois, or the United States District Court for the Northern District of Illinois. The parties hereby consent to personal jurisdiction and venue in such courts and waive any objection thereto. Section 8.03 — Dispute Resolution Prior to initiating any legal action, the parties agree to first attempt in good faith to resolve any dispute through direct negotiation via a meeting or video conference within thirty (30) days of written notice of the dispute. If the dispute remains unresolved following direct negotiation, the parties agree to participate in non-binding mediation in Cook County, Illinois under the Mediation Procedural Rules of the Illinois Academy of Mediation and Arbitration before filing any lawsuit. Costs of mediation shall be shared equally between the parties. If the parties cannot agree on a mediator within sixty (60) days of the conclusion of direct negotiations, each party shall designate a mediator representative, and those representatives shall jointly select the mediator. Section 8.04 — Entire Agreement These Terms, together with the Privacy Policy and any applicable subscription, enterprise, or addendum agreement separately executed by the parties, constitute the entire agreement between the parties with respect to the Gaudi AI platform and supersede all prior and contemporaneous oral and written agreements, representations, and understandings relating to the subject matter herein. Section 8.05 — Severability If any provision of these Terms is held by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it enforceable, and the remaining provisions of these Terms shall continue in full force and effect. Section 8.06 — Waiver No waiver by either party of any breach or default under these Terms shall constitute a waiver of any subsequent breach or default. Failure to enforce any provision of these Terms at any time shall not be construed as a waiver of that provision or of the right to enforce it in the future. Section 8.07 — Force Majeure Neither party shall be liable for any failure or delay in performance under these Terms to the extent such failure or delay is caused by circumstances beyond that party’s reasonable control, including acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, government actions, internet or infrastructure outages, or failures of third-party service providers. The affected party shall promptly notify the other party of the force majeure event and use commercially reasonable efforts to resume performance as soon as practicable. Section 8.08 — Relationship of the Parties The parties are independent contractors. Nothing in these Terms creates or shall be construed to create a partnership, joint venture, employment relationship, agency, or franchise between the parties. Neither party has authority to bind the other party to any obligation or agreement. Section 8.09 — Assignment Licensee may not assign, delegate, or transfer any rights or obligations under these Terms without the prior written consent of Licensor. Any purported assignment without such consent shall be null and void. Licensor may freely assign these Terms in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets, provided that the assignee assumes all of Licensor’s obligations hereunder. Section 8.10 — Notices All notices required or permitted under these Terms shall be in writing and delivered to Licensor at: Anguleris Technologies, LLC, 68 S. Grove Ave., Elgin, IL 60120, or via email to the address published at askgaudi.ai. Notices to Licensee shall be sent to the email address associated with Licensee’s account. Section 8.11 — Headings The headings and captions in these Terms are for convenience of reference only and do not define, limit, or describe the scope or intent of any provision.

BY ACCESSING OR USING THE GAUDI AI PLATFORM, LICENSEE ACKNOWLEDGES THAT LICENSEE HAS READ, UNDERSTOOD, AND AGREES TO BE BOUND BY THESE TERMS AND CONDITIONS OF USE IN THEIR ENTIRETY.

Last updated: 4/21/2026