Terms of Use

Version: 1.1

Date: 11.03.2026

1. Acceptance and Scope

These Terms of Use ("Terms") govern access to and use of UrbanMetrix SA (“UrbanMetrix”) software, cloud-based tools, websites, dashboards, APIs, documentation, support features and related services made available by UrbanMetrix (or its affiliates (collectively, the "Services").

By creating an account, clicking to accept, subscribing to a paid plan, starting a trial, or otherwise accessing or using the Services, you agree to be bound by these Terms. If you do not agree, you must not access or use the Services.

If you accept these Terms on behalf of a company, employer or other legal entity, you represent that you are authorized to bind that entity. In that case, "you" means that entity and its authorized users.

Additional service-specific terms, order forms, subscription documents, acceptable use rules, privacy notices or data processing terms may apply to particular Services. In the event of conflict, the more specific document will control for that subject matter.

2. Definitions

"Authorized User" means an individual whom you permit to access or use the Services under your account or subscription.

"Customer Content" means files, datasets, project information, models, drawings, images, text, input parameters and other materials submitted, uploaded or otherwise made available by you or your Authorized Users through the Services.

"Output" means analyses, calculations, dashboards, visualizations, reports, recommendations, exported files or other results generated by or through the Services from Customer Content or user inputs.

"Documentation" means UrbanMetrix user guides, technical materials, legal notices and other instructions made available for the Services.

"Order" means an order form, proposal, quote, online checkout or other purchasing document identifying the Services, plan, fees and subscription term.

3. Accounts, Access and Authorized Users

You are responsible for all activity that occurs under your account, including activity by Authorized Users, administrators, contractors and any person who accesses the Services using your credentials.

You must maintain accurate registration and billing information, keep login credentials confidential, and notify UrbanMetrix promptly of any suspected unauthorized access or security incident affecting your account.

UrbanMetrix grants you a limited, non-exclusive, non-transferable, revocable right during the applicable subscription term to access and use the Services in accordance with these Terms, the Documentation and the applicable Order, solely for your internal business purposes unless expressly agreed otherwise in writing.

Except as expressly allowed by applicable law or written agreement, you may not resell, sublicense, lease, timeshare, distribute or otherwise make the Services available to third parties as a standalone service.

4. Subscription Term, Fees and Service Changes

Paid subscriptions run for the term stated in the applicable Order or checkout page. Unless expressly stated otherwise, subscriptions are for a fixed term and fees are non-cancellable and non-refundable once the term begins.

If UrbanMetrix offers trials, beta features or evaluation access, such access is provided solely for internal evaluation and may be modified, suspended or discontinued at any time without liability.

UrbanMetrix may update, improve, replace or discontinue features of the Services from time to time. UrbanMetrix will use commercially reasonable efforts to avoid materially degrading the core paid functionality purchased by you during the current subscription term.

UrbanMetrix may change future pricing, packaging, usage limits or plan structure upon notice before renewal or purchase of a new term.

5. Customer Content and Data

You retain all right, title and interest in and to your Customer Content. UrbanMetrix does not claim ownership of Customer Content merely because it is processed through the Services.

You grant UrbanMetrix a non-exclusive, worldwide, limited right to host, copy, process, transmit, display and otherwise use Customer Content only as necessary to provide, secure, support, maintain and improve the Services, to prevent abuse, and to comply with legal obligations.

You are responsible for the legality, quality, integrity, accuracy and adequacy of Customer Content and for obtaining all necessary rights, consents and permissions required for UrbanMetrix to process it under these Terms.

You must maintain your own backup copies of Customer Content. While UrbanMetrix will use commercially reasonable safeguards, the Services are not an archival system and UrbanMetrix does not guarantee against loss, corruption or deletion of Customer Content.

UrbanMetrix may remove or restrict access to Customer Content that reasonably appears to violate these Terms, applicable law, third-party rights, or security requirements.

6. Privacy, Security and Confidentiality

Privacy and security

UrbanMetrix will process personal data in accordance with its then-current Privacy Policy and, where applicable, its Cookie Policy. You remain responsible for determining whether the Services are appropriate for the personal data you choose to upload.

UrbanMetrix will maintain reasonable administrative, technical and organizational measures designed to protect the confidentiality, integrity and availability of Customer Content.

Sensitive regulated data should not be uploaded unless UrbanMetrix has expressly agreed in writing to support that category of data and any required compliance obligations.

Confidentiality

Each party may receive confidential information from the other party in connection with the Services. The receiving party will use such information only for purposes related to the Services and will protect it with at least reasonable care.

Confidential information does not include information that is publicly available without breach, already lawfully known, independently developed, or lawfully received from a third party without duty of confidentiality.

Nothing prevents either party from disclosing confidential information where required by law, court order or regulatory request, provided that the disclosing party gives prior notice where legally permitted and reasonably cooperates to limit the disclosure.

7. Acceptable Use and Platform Restrictions

You may use the Services only in compliance with applicable law, these Terms and the Documentation.

You must not: (a) reverse engineer, decompile or attempt to derive source code except to the limited extent such restriction is prohibited by law; (b) interfere with or disrupt the integrity, security or performance of the Services; (c) circumvent technical restrictions, account limits or access controls; (d) use the Services to develop a competing product based on non-public aspects of the Services; (e) upload malicious code, unlawful content or infringing content; or (f) use the Services in a way that could damage UrbanMetrix, its infrastructure or other users.

Any API, integration, export or developer access made available by UrbanMetrix may be subject to additional technical documentation or usage limits. Unless expressly agreed otherwise, such access is for your internal business use together with the Services and not for standalone commercialization.

The Services may include or interoperate with third-party products, content or services. UrbanMetrix is not responsible for third-party products, and their use may be subject to separate terms between you and the third party.

8. Intellectual Property and Feedback

UrbanMetrix and its licensors own all right, title and interest in and to the Services, Documentation, software, interfaces, workflows, visual design, models, methodologies and all related intellectual property rights, except for Customer Content and rights expressly granted to you under these Terms.

No rights are granted by implication. All rights not expressly granted are reserved by UrbanMetrix.

If you provide suggestions, ideas, enhancement requests or other feedback regarding the Services, UrbanMetrix may use that feedback without restriction or obligation, and you grant UrbanMetrix a perpetual, irrevocable, worldwide, royalty-free right to use and incorporate such feedback into its products and services.

9. Service Outputs and Professional Judgment

The Services are analytical and decision-support tools intended to assist architects, planners, consultants, developers and other users in early-stage project analysis. They are not a substitute for professional judgment, legal compliance review, engineering validation, statutory approvals, safety assessments, or project-specific expert advice.

You are solely responsible for verifying the reliability, feasibility, legality, accuracy and suitability of any Output before relying on it for design, investment, construction, regulatory or commercial decisions. UrbanMetrix does not warrant that any Output will satisfy building regulations, zoning rules, energy standards, environmental requirements, permit conditions, lender requirements or project-specific constraints.

Outputs generated by the Services may rely on a combination of (i) external or third-party datasets, (ii) external models, software components or analytical methods, and (iii) information, parameters or assumptions provided by the user. Such elements may be incomplete, inaccurate, outdated, or subject to change and are outside the control of UrbanMetrix.

Accordingly, UrbanMetrix does not guarantee the accuracy, completeness, reliability or suitability of Outputs generated using such inputs and disclaims responsibility, to the maximum extent permitted by law, for errors or inaccuracies arising from third-party data sources, external tools, or user-provided information.

10. Warranties, Disclaimers and Limitation of Liability

Limited warranty

For paid subscriptions only, UrbanMetrix warrants that the Services will materially conform to the applicable Documentation for a period of ninety (90) days from the start of the relevant subscription term. Your exclusive remedy, and UrbanMetrix's sole obligation, for breach of this limited warranty will be, at UrbanMetrix's option, to repair the non-conformity, provide a reasonable workaround, or refund the fees paid for the affected Service for the period in which the material non-conformity existed and terminate the affected Service.

Disclaimers

Except for the express limited warranty above, the Services, Output and all related materials are provided "as is" and "as available" to the maximum extent permitted by law. UrbanMetrix disclaims all other warranties, whether express, implied, statutory or otherwise, including implied warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, availability and uninterrupted operation.

UrbanMetrix does not warrant that the Services will be error-free, uninterrupted, secure, available at all times, or that all defects will be corrected. UrbanMetrix does not warrant that Output will be complete, accurate, suitable for your purposes or acceptable to any authority, counterparty or regulator.

Limitation of liability

To the maximum extent permitted by law, neither UrbanMetrix nor its licensors, service providers or suppliers will be liable for any indirect, incidental, special, consequential, exemplary or punitive damages, or for any loss of profits, revenue, goodwill, business opportunity, anticipated savings, use, data or Customer Content, even if advised of the possibility of such damages.

To the maximum extent permitted by law, UrbanMetrix's aggregate liability arising out of or relating to the Services, the Output or these Terms will not exceed the greater of: (a) the total fees paid or payable by you to UrbanMetrix for the affected Services during the twelve (12) months immediately preceding the first event giving rise to the claim; or (b) CHF 1,000.

The exclusions and limitations in these Terms apply regardless of the legal theory, whether in contract, tort, strict liability, statute or otherwise, and even if any limited remedy fails of its essential purpose.

Nothing in these Terms excludes or limits liability that cannot be excluded under applicable law, including liability for fraud or for death or personal injury caused by a party's gross negligence or wilful misconduct where such exclusion is prohibited.

11. Indemnities

You will defend, indemnify and hold harmless UrbanMetrix, its affiliates, officers, employees and contractors from and against third-party claims, losses, damages, liabilities, costs and expenses (including reasonable legal fees) arising out of or relating to: (a) Customer Content; (b) your or your Authorized Users' use of the Services or Output in breach of these Terms; (c) your violation of applicable law; or (d) allegations that Customer Content infringes or misappropriates third-party rights.

UrbanMetrix will promptly notify you of any indemnified claim and will reasonably cooperate at your expense. UrbanMetrix may participate in the defense with counsel of its own choosing at its own expense.

If desired, UrbanMetrix may separately offer a limited IP infringement indemnity for paid enterprise customers in a negotiated commercial agreement. Unless such agreement is signed, no such indemnity applies.

12. Term, Suspension and Termination

These Terms remain in effect while you access or use the Services. Each subscription remains in effect for its applicable term unless earlier terminated in accordance with these Terms or the applicable Order.

UrbanMetrix may suspend or terminate access immediately if it reasonably believes that: (a) your use poses a security risk; (b) you are using the Services unlawfully; (c) you have materially breached these Terms and failed to cure within thirty (30) days after notice, where cure is possible; or (d) payment of undisputed fees is overdue after notice.

You may terminate a paid subscription for cause if UrbanMetrix materially breaches these Terms and fails to cure within thirty (30) days after written notice.

Upon termination or expiration, your right to access and use the affected Services ends. UrbanMetrix may delete Customer Content after a commercially reasonable post-termination retrieval period, if any, unless retention is required by law or agreed otherwise in writing.

Terms that by their nature should survive termination will survive, including provisions relating to accrued payment obligations, intellectual property, confidentiality, disclaimers, limitations of liability, indemnities and dispute resolution.

13. Governing Law and Dispute Resolution

These Terms and any non-contractual disputes or claims arising out of or in connection with them are governed by the substantive laws of Switzerland, without regard to conflict-of-law principles.

Before starting formal proceedings, the parties will first attempt in good faith to resolve any dispute amicably. A party raising a dispute will send written notice describing the issue in reasonable detail, and the parties will seek an equitable solution for at least thirty (30) days from receipt of that notice.

If the dispute is not resolved amicably within that period, the competent courts of Lugano, Switzerland shall have exclusive jurisdiction.

14. Miscellaneous

UrbanMetrix may update these Terms from time to time. Material changes will apply prospectively upon notice, including by publication on UrbanMetrix's website or within the Services. Continued use after the effective date constitutes acceptance of the updated Terms.

You may not assign these Terms without UrbanMetrix's prior written consent. UrbanMetrix may assign these Terms in connection with a merger, reorganization, sale of assets or similar transaction.

If any provision of these Terms is held unenforceable, the remaining provisions will remain in full force and effect, and the invalid provision will be interpreted to the minimum extent necessary to make it enforceable while preserving its intent as closely as possible.

No waiver is effective unless in writing. A failure to enforce any provision does not constitute a waiver of future enforcement.

Notices to UrbanMetrix must be sent to info@urbanmetrix.com (or any other address designated by UrbanMetrix). UrbanMetrix may send notices to the email address associated with your account.

Notices are deemed received on the next business day after being sent by email, unless the sender receives a delivery failure notice.

For formal legal notices relating to disputes or claims, notices may also be sent by registered mail to: UrbanMetrix SA, Via Preluna 24, 6949 Comano, Switzerland.

These Terms, together with any Order, data processing addendum and any service-specific terms expressly incorporated by reference, form the entire agreement between the parties regarding the Services and supersede prior discussions on that subject.