Zentient terms

Schedule R: "BIM Human" user type (modeler / plan-set preparer)

Pilot version 0.4.1, dated 2026-11-04 (R3 and the Learning row follow the learning term ZMVP-LEARN-0.4 in section 8.3 of the Agreement; terms otherwise as ZMVP-SR-0.3.1-PILOT). A lawyer has not yet reviewed this version; section R5 says what happens when a reviewed version is published. Schedule version ZMVP-SR-0.4.1-PILOT. It is a schedule to the Zentient MVP Subscription Agreement, version ZMVP-SA-0.4.1-PILOT. Where the two differ for a BIM Human user, this schedule governs.

Key terms at a glance (shown above the checkbox)

R1. The user type

R1.1 A "BIM Human" is the one named user who prepares Revit models and plan sets for your organization's projects during the pilot. Your organization has one sign-in, and the named user signs up with their own email address. R1.2 The person who accepts for your organization gives its legal name, the state where it is organized, its address, and their own name and title, and confirms they may bind it. Those details become "you" in section 1.1 of the Agreement. R1.3 The user's agent name is generated in lowercase from their first name and last-name initial, 6 to 7 characters, or the user may choose their own name if it is available and inoffensive. It identifies the user on the project board and in the upload record.

R2. Instructions, uploads and turnaround

R2.1 When you sign up, we send you written instructions for the Revit model your first project needs. R2.2 You upload RVT files, and any DWG files they come from, through the upload page. Our agents check each upload against the instructions and the project's drawings, and send back where they differ, with recommended fixes. To check a model's content, we may ask you to upload its sheets exported as DWG and PDF. This is a file check, not a design review. R2.3 We reply to each upload within 1 business day, at least with a status update from an agent. Full findings may take longer. Missing this target does not give you a refund, except as section 6.3 of the Agreement provides. R2.4 Preparing the Revit model, including converting DWG drawings to Revit, is your work. Our agents check it against the project's drawings and recommend fixes; they do not review its design, and they do not produce the model or drawings under this schedule. Any drawing or model production by us needs a separate written quote that you approve.

R3. Learning from your uploads (section 8.3 of the Agreement)

R3.1 Our agents use your uploaded models to check your work and recommend fixes for your projects. That use is part of the service. R3.2 Our agents also learn from what you upload, to improve our agents and workflows, as section 8.3 of the Agreement says (learning term ZMVP-LEARN-0.4). This is a condition of the pilot price and cannot be turned off at this price. If you do not agree, do not sign up. R3.3 Before anything you upload enters a collection we reuse for other customers, we assess it for details that identify you, your clients or a property, for confidential information and for third-party rights. What fails stays out of that collection, and your project is still served. After you cancel, we keep your files for 30 days so you can ask for an export, then delete them, and delete backups within 90 days after the subscription ends (section 8.5 of the Agreement). Only the improvement material that section 8.3(d) of the Agreement defines is kept.

R4. Professional work

A BIM Human's model or plan set is a draft until the licensed professional whose stamp it needs (for example a PE for structural or electrical items, or the energy consultant for Title 24) reviews and stamps it. Ecoterium does not stamp, and an agent's check is not a professional review.

R5. Pilot version

R5.1 You are accepting a pilot version of this Agreement that a lawyer has not yet reviewed. If we publish a reviewed version, we will email it to you. If you do not accept it within 14 days, the subscription ends on that day, and we refund the unused part of the month. R5.2 Nothing in the reviewed version applies to a month you already paid for under this pilot version, unless you accept it.

R6. Access, sign-in, payment and cancelling (replaces sections 5.1 and 5.2, and the cancel path in 7.1, for this user type)

R6.1 During your first month, your named user reaches the instructions and the upload page through a personal link, shown when they accept and repeated in the welcome email. The link works only for that user and your organization's projects. Do not share it; tell us at once if it may have been shared, and we will replace it. After the first month, sign-in moves to a separate sign-in page that we name in that email. We email you at least 7 days before sign-in changes, and the change costs nothing. R6.2 You can cancel online at any time, in either of two ways: the "Cancel subscription" link in your welcome email and on your upload page, which cancels your PayPal subscription at once; or by cancelling the subscription in your PayPal account. Either way, no further payment is taken, and access lasts to the end of the paid month. We confirm every cancellation by email. R6.3 We log each use of the personal link and share your log on request. We replace the link, or change your named user, within one business day of your request. R6.4 We send a welcome email within one business day of your acceptance. It repeats the personal link and the cancel link, and carries a copy of the Agreement, this schedule and the words in section 7.1 of the Agreement. R6.5 You pay Ecoterium, Inc. through its PayPal account. The payment is labelled "Zentient BIM Human pilot".

Checkbox text (replaces section 1.2's checkbox for this user type)

I agree to the Zentient MVP Subscription Agreement, version ZMVP-SA-0.4.1-PILOT, with Schedule R (BIM Human), version ZMVP-SR-0.4.1-PILOT, for my organization, and I confirm I may bind it. I understand that this is a pilot version a lawyer has not yet reviewed (Schedule R, R5); that the subscription renews automatically every month at $400 plus any applicable tax until I cancel; that the fee pays for months of service and not a finished model; and that my organization's uploads, review requests and outcomes are used for the required service improvement that section 8.3 of the Agreement defines (learning term ZMVP-LEARN-0.4). I agree to sign and receive records electronically.

The renewal disclosure in section 7.1 of the Agreement appears next to the pay button, with its cancel sentence replaced by R6.2.

Zentient MVP Subscription Agreement

Pilot version 0.4.1, dated 2026-11-04. A lawyer has not yet reviewed this version; section R5 of Schedule R says what happens when a reviewed version is published.

Version ZMVP-SA-0.4.1-PILOT, dated 2026-11-04. Its sha256 is shown at acceptance. Section 8.3 (learning) also carries its own version id, ZMVP-LEARN-0.4.

Key terms at a glance

1. Parties and acceptance

1.1 This Agreement is between Ecoterium, Inc., a California corporation, 995 Market St, Fl 12, San Francisco, CA 94103 ("we"), and the organization named at signup ("you"). The person accepting confirms they may bind it.

1.2 You accept, and sign electronically (15 U.S.C. §7001; Cal. Civ. Code §1633.7), by checking this box, which is never pre-checked, and clicking the pay button:

I agree to the Zentient MVP Subscription Agreement, version ZMVP-SA-0.4.1-PILOT, for my organization. I understand the subscription renews automatically every month at $400 plus any applicable tax until I cancel, and I agree to sign and receive records electronically.

1.3 We serve this Agreement from one versioned web address and show its version id and sha256 at signup. Our server records your email, organization, the version and sha256 shown, the time (UTC), your IP address and browser, the checkbox state, the price shown and our payment processor's checkout reference. We keep that record for three years, or one year after this Agreement ends if longer. Access starts only when your first payment succeeds.

2. The Service

2.1 Zentient MVP is an online service for permitting and legalization projects. AI agents read what you provide, track agency comments and dates, draft letters, emails and responses for your approval, and show who must act next.

2.2 During the pilot, each month includes oversight by Ecoterium's CEO, Alvaro Cabal, or a person he designates, as much as we judge your projects need. It is not counted or sold in hours, and no number of hours is promised. A person does not review every output. Agent use is included for your organization's projects.

2.3 Zentient MVP is an early release: a paid pilot, not a free trial. Features may change, and we promise no level of availability.

2.4 The fee buys a month of service, not a finished project. If your work is not done when a month ends, the subscription continues, and is charged, until you cancel.

3. AI disclosure and human approval

3.1 Software agents built on third-party AI models do much of the work. Their output can be wrong, even when it sounds certain.

3.2 Every output is a draft until you approve it. An item that needs a stamp stays a draft until the licensed professional whose stamp it needs reviews and stamps it, such as a licensed engineer (PE) for structural or electrical items, or the energy consultant for Title 24.

3.3 We send nothing in your name without your approval or your separate written authority. A message an agent writes directly to someone says that an AI agent prepared it (see Cal. Bus. & Prof. Code §17941).

3.4 You decide what to submit to any agency, and you are responsible for what you submit and for agency deadlines.

4. What is not included

Ecoterium is not an architect, an engineer or a law firm, and provides no architectural, engineering or legal services or advice under this Agreement. Not included: professional stamps, and the fees of the professionals who give them; legal advice; agency and third-party fees (permit, plan check, penalty, engineering, energy, survey, testing); drawing or model production, including Revit modeling; and work beyond the allowance, which needs a written quote you approve first. We do not perform, supervise or arrange construction. This is not a construction contract, and Ecoterium's contractor's license (CSLB No. 1140982, C-46 Solar only) is not used for it. We promise no agency outcome or date.

5. Accounts and named users

5.1 A subscription covers one organization and only its projects, for one named user (one sign-in) during the pilot. The named user signs in with their own email address and a one-time code, or as a schedule to this Agreement provides. Do not share sign-ins.

5.2 Named users can reach only your projects' workspace (tasks, documents, drafts and their sources), your approvals queue, a "Message the team" box, and the "Your access" page (users, billing, receipts and the "Cancel subscription" link). Some may arrive during the pilot. No customer sees another customer's projects.

5.3 We log sign-ins and share your log on request. We remove a named user within one business day of your request.

6. Fees and billing

6.1 You pay $400 per month in advance, plus any sales, use or similar tax, on the same day each month (or the month's last day, if shorter), through our payment processor, PayPal, which holds your payment details. You get an emailed receipt for every payment.

6.2 Your first month starts when your first payment succeeds. There is no minimum term.

6.3 If you cancel, there is no refund or proration for a partial month, except where the law requires. If we end the Service early for a reason other than your breach, we refund the unused part of the month.

6.4 If a payment fails, we email you and may retry. If it is still unpaid 3 days after the billing date, we remove your users from the access list and the subscription ends. Your Client Data is kept for 30 days after that, as section 8.5 says, so you can resubscribe or ask for an export.

6.5 We may change the price by email notice, with instructions on how to cancel, 7 to 30 days before the new price applies.

7. Automatic renewal and cancellation

7.1 We apply California's Automatic Renewal Law (Cal. Bus. & Prof. Code §§17600–17606) to every subscriber. These words appear, unchanged, next to the pay button:

Automatic renewal. Your Zentient MVP subscription costs $400 per month, plus any applicable tax, charged in advance when you subscribe and then on the same day each month. It renews automatically every month until you cancel. There is no minimum term. Cancel any time online: on your "Your access" page, select "Cancel subscription", which opens our payment processor's billing portal. You can also cancel by email at al@zentient.studio. After you cancel, you keep access until the end of the month you paid for, and we do not charge you again. If you cancel, there is no refund or proration for a partial month, except where the law requires. The price may change; if it does, we will email you 7 to 30 days before the new price applies, with instructions on how to cancel.

7.2 You never have to call, chat or give a reason to cancel. If we ever show an offer when you cancel, a "click to cancel" button stays beside it. We process email cancellations within one business day and confirm every cancellation by email. After you subscribe, we email you a copy of this Agreement, the words in 7.1 and how to cancel, and we remind you of them once a year.

8. Your data

8.1 "Client Data" is what you upload or send and what the Service produces for your projects. We keep it confidential and use it only to provide the Service and for the limited improvement uses in section 8.3. We never sell it, and we share it only with sub-processors bound to these restrictions, with people you direct, or where the law requires. Counts and timings of use that contain no content are not Client Data.

8.2 Our sub-processors are AI model providers that run the agents, cloud hosting, sign-in and access control, email and document tools, and our payment processor. They may process data outside California. The current list is available on request.

8.3 Learning is part of this pilot (learning term ZMVP-LEARN-0.4). It is a condition of the pilot price: there is no opt-out at this price, and if you do not agree, do not sign up.

(a) What you license. To the extent you have the right to grant it, you give Ecoterium a non-exclusive licence to use what you upload (models, drawings and other files), your review requests and their outcomes to evaluate and improve the Service's checks, prompts, instructions and workflows, for you and for other customers, during the subscription and afterwards as (d) allows.

(b) Before reuse. Before any of it enters a collection we reuse for other customers, we assess it for details that identify you, your clients or a property, for confidential information and for third-party rights. Material that fails that assessment stays out of that collection. It is still used to serve your projects, and we may record a general lesson from it that copies none of that content. We never give another customer your original files or content that identifies you or is confidential.

(c) Records and limits. For each example we keep, we record its source, the permission it relies on, how it was transformed and what it is used for. This licence does not cover advertising, public examples, selling your files, or an AI provider training its own models. It does not include training or fine-tuning model weights, which would need a separately described scope and the permissions it requires.

(d) What is kept after the subscription. Only two things: (1) general lessons, meaning changes to our checks, prompts, instructions and workflows that copy none of your content; and (2) examples that passed the assessment in (b), with their records under (c). We keep those examples only while we provide the Service, use them only as this section allows, and delete any one that we find, or you show us, identifies you, your clients or a property, or contains confidential or third-party content. Everything else follows section 8.5.

(e) Nothing in this section waives a right the law does not let you waive. We never sell Client Data.

8.4 You confirm you may share what you upload, including your consultants' drawings and homeowners' personal information. Apart from section 8.3, this Agreement gives us no right to use it, and never for marketing or public examples, and we will not name you as a customer without your written permission.

8.5 For 30 days after the subscription ends, we keep your project record so you can request an export. By the end of those 30 days we delete Client Data from our active systems, and we delete backup copies within 90 days after the subscription ends. We keep only what the law requires, such as billing and acceptance records, and the improvement material that section 8.3(d) defines, which stays subject to that section's limits.

8.6 We use reasonable safeguards, including one-time-code sign-in, separation by project and sign-in logs, and we will tell you promptly of any unauthorized access we find. Our privacy policy, at https://zentient.studio/privacy, covers your users' personal information.

9. Acceptable use

You will not: use the Service unlawfully; upload material you have no right to share; try to reach other customers' projects or bypass security; share sign-ins, or resell the Service without our written agreement; copy or reverse-engineer it, except as the law allows; present an AI draft as stamped or reviewed by a licensed professional when it was not; or use it to spam, deceive or overload.

10. Intellectual property

You keep your materials. Once a month is paid, you own the deliverables produced for your projects in it. Ecoterium owns the Service, including its software, agents, prompts, templates and know-how. Our standard material inside your deliverables is licensed to you for your projects, royalty-free and permanently. You license Client Data to us only to provide the Service and for the limited improvement uses in section 8.3, subject to the rights, confidentiality, retention and deletion limits in this Agreement.

11. Disclaimer of warranties

THE SERVICE IS AN EARLY-RELEASE PILOT PROVIDED "AS IS." TO THE EXTENT THE LAW ALLOWS, WE DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND WE DO NOT PROMISE THAT AI OUTPUT IS CORRECT OR THAT ANY AGENCY WILL APPROVE ANYTHING.

12. Limitation of liability

Neither party is liable for indirect or consequential damages, lost profits or costs of delay. Each party's total liability is limited to the fees you paid in the three months before the event that caused the claim. These limits do not apply to fees owed, to section 13, to fraud, gross negligence or willful misconduct, or where the law does not allow them.

13. Indemnities

You will defend and indemnify Ecoterium against third-party claims arising from your materials, your submissions and projects, or your breach of section 9. We will defend and indemnify you against third-party claims that our software, agents or templates infringe U.S. intellectual property rights, except claims about AI-generated content or your materials. The protected party gives prompt notice and lets the other control the defense.

14. Term, suspension and termination

This Agreement starts at acceptance. The subscription runs month to month from your first payment until either party ends it. Non-payment follows section 6.4. We may suspend access at once for a security threat or a breach of section 9. We may end the subscription for a material breach not cured within 10 days after notice, or on 30 days' notice for any reason, in which case we refund the unused part of the month. Sections 8 and 10 to 17 survive.

15. Governing law and courts

California law governs this Agreement. Disputes go to the state or federal courts in San Francisco County, California.

16. Notices, electronic records and order of precedence

16.1 Notices go by email: ours to your account owner, yours to al@zentient.studio.

16.2 You agree to receive records electronically, which needs a current web browser, email, and a way to save web pages or PDFs. You may ask for a free paper copy, update your email on the "Your access" page, or withdraw this consent by email, which ends the subscription at the end of the paid month.

16.3 A separate fixed-price proposal you sign governs the work it covers and prevails over this Agreement for that work.

16.4 We may assign this Agreement to an affiliate or a successor that takes over the Service, by email notice to you. If you object, you may cancel under section 7.

17. Entire agreement and version

This Agreement, with the words in sections 1.2 and 7.1 and any schedule you accept with it, is the entire agreement about the subscription. Each new version gets its own version id and sha256, and we email you notice of it, with instructions on how to cancel, 7 to 30 days before it applies from your next billing date. You may not assign this Agreement without our consent. Version ZMVP-SA-0.4.1-PILOT, dated 2026-11-04.