Terms of Service

1. Definitions

2. Services

Koidre Atelier LLC provides early-phase architectural visualization and conceptual design services. Our services include, but are not limited to:

• Conceptual architectural renderings and visualizations
• Massing studies and volumetric explorations
• Site context visualizations and aerial perspectives
• Stakeholder presentation materials and pitch decks
• Pre-development visual assets and marketing collateral
• Animation and motion graphics for development presentations
• Virtual reality and immersive experiences
• Brand identity development for real estate projects

All services are provided on a project basis pursuant to separate engagement agreements that specify scope, deliverables, timelines, and compensation. The specific services to be provided for any engagement are set forth in the applicable Statement of Work.

3. Nature of Services

Koidre Atelier is not a licensed architecture, engineering, or construction firm. Our visualizations and materials are conceptual in nature and are intended solely for pre-development planning, stakeholder alignment, and investment presentation purposes.

Specifically, our services do NOT include:

• Licensed architectural design services
• Structural or civil engineering
• MEP (mechanical, electrical, plumbing) design
• Code compliance analysis or review
• Construction documents or specifications
• Permit application preparation
• Construction administration
• Feasibility studies or market analysis
• Financial projections or pro forma development
• Legal or tax advice

Clients are solely responsible for engaging licensed professionals for all architectural, engineering, and construction services required for actual development.

4. Acceptance of Terms

By engaging Koidre Atelier's services, accessing our website, or executing a Statement of Work, you acknowledge that you have read, understood, and agree to be bound by these Terms of Service.

If you are entering into this Agreement on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. If you do not have such authority, or if you do not agree with these Terms, you must not accept this Agreement and may not use our services.

We reserve the right to modify these Terms at any time. Material changes will be communicated via email or website notice. Continued use of our services after such modifications constitutes acceptance of the updated Terms.

5. Client Responsibilities

Clients agree to:

• Provide accurate, complete, and timely information necessary for project execution, including site data, program requirements, reference materials, and brand guidelines
• Designate a single point of contact with authority to make project decisions and provide approvals
• Review deliverables and provide consolidated feedback within the timeframes specified in the SOW
• Obtain all necessary rights, permissions, and approvals for project sites, reference materials, and third-party content
• Ensure compliance with all applicable laws, regulations, zoning requirements, and building codes
• Not represent visualizations as final architectural or construction documents to any third party
• Maintain appropriate liability insurance coverage for development activities
• Pay all fees when due in accordance with the payment schedule
• Comply with all applicable securities laws when using materials in connection with capital raising

Client acknowledges that delays in providing information, feedback, or approvals may impact project timeline and may result in additional fees. Koidre Atelier is not responsible for delays caused by Client's failure to meet its obligations.

6. Deliverables

6.1 Delivery Format

Unless otherwise specified in the SOW, deliverables will be provided in standard digital formats suitable for the intended use. High-resolution source files may be provided upon request and payment of applicable fees.

6.2 Revisions

Each SOW specifies the number of revision rounds included. A revision round consists of consolidated feedback submitted within the specified review period. Additional revisions beyond those included are billed at our standard hourly rate. Revisions requested after final approval constitute new scope and require a change order.

6.3 Approval Process

Client approval is required at each project milestone before proceeding to subsequent phases. Approval may be provided via email confirmation from the designated Client contact. Failure to provide feedback within the specified timeframe constitutes approval to proceed.

6.4 File Retention

Koidre Atelier retains project files for twelve (12) months following final delivery. After this period, files may be archived or deleted without notice. Clients are responsible for maintaining their own copies of deliverables. File retrieval requests after the retention period may incur additional fees.

7. Intellectual Property

7.1 Ownership

Upon receipt of full payment, Client receives a license to use final approved Deliverables for the purposes specified in the SOW. Koidre Atelier retains all intellectual property rights, including copyrights, in all work product, methodologies, processes, techniques, and creative approaches. Unless expressly stated in the SOW, no intellectual property rights are assigned to Client.

7.2 License Grant

Subject to full payment, Koidre Atelier grants Client a non-exclusive, perpetual, worldwide license to use the final approved Deliverables for the specific project identified in the SOW. This license does not include the right to modify, create derivative works, or sublicense without prior written consent.

7.3 Portfolio Rights

Koidre Atelier reserves the right to use completed projects for portfolio, marketing, case studies, award submissions, and promotional purposes unless otherwise agreed in writing. Portfolio use is subject to any confidentiality restrictions in the SOW.

7.4 Preliminary Materials

Preliminary concepts, rejected designs, work-in-progress materials, and unused alternatives remain the exclusive property of Koidre Atelier and are not included in any license grant. Client may not use such materials without separate written agreement.

7.5 Third-Party Materials

Deliverables may incorporate Third-Party Materials including licensed 3D assets, stock photography, fonts, and textures. Client's use of Deliverables is subject to the applicable third-party licenses. Koidre Atelier will provide information regarding significant third-party assets upon request.

7.6 Infringement

Unauthorized reproduction, modification, distribution, public display, or derivative use of our materials is strictly prohibited and constitutes copyright infringement. Koidre Atelier reserves all rights to pursue legal remedies for infringement.

8. Confidentiality

8.1 Mutual Obligations

Each party agrees to maintain the confidentiality of the other party's Confidential Information and to use such information only for purposes of the engagement. Confidential Information shall be protected using the same degree of care used to protect the receiving party's own confidential information, but in no event less than reasonable care.

8.2 Koidre Atelier Obligations

We maintain strict confidentiality regarding all Client information, project details, and proprietary data. We will not disclose Confidential Information to third parties without Client consent, except: (a) to employees, contractors, and advisors with a need to know who are bound by confidentiality obligations; (b) as required by law, regulation, or court order; or (c) to protect our legal rights.

8.3 Client Obligations

Clients agree to maintain confidentiality regarding our proprietary methods, pricing structures, internal processes, and any information we designate as confidential.

8.4 Duration

Confidentiality obligations survive for three (3) years following completion or termination of the engagement, or until the information becomes publicly available through no fault of the receiving party.

8.5 Exclusions

Confidentiality obligations do not apply to information that: (a) is or becomes publicly available without breach; (b) was known to the receiving party prior to disclosure; (c) is independently developed without use of Confidential Information; (d) is rightfully obtained from a third party without restriction; or (e) is required to be disclosed by law with prompt notice to the disclosing party.

9. Payment Terms

9.1 Fee Structure

Fees are specified in each SOW. Unless otherwise agreed, our standard payment structure is: 50% deposit upon execution (non-refundable), 25% upon concept approval, and 25% upon final delivery. Alternative structures may be negotiated for ongoing relationships or larger engagements.

9.2 Payment Methods

We accept payment via wire transfer, ACH, or credit card. International wire transfers must be received net of all bank fees. Credit card payments over $10,000 may be subject to a 3% processing fee.

9.3 Due Dates

Invoices are due within fifteen (15) days of issuance unless otherwise specified. Deposits are due upon SOW execution before work commences.

9.4 Late Payments

Late payments accrue interest at the rate of 1.5% per month (18% annually) or the maximum rate permitted by law, whichever is lower. Koidre Atelier reserves the right to suspend work on accounts with balances overdue by more than thirty (30) days.

9.5 Expenses

Pre-approved out-of-pocket expenses (travel, specialty software, stock assets, printing, courier) are billed at cost plus a 15% administrative fee. Expense estimates are provided in advance; actual expenses exceeding estimates by more than 10% require prior approval.

9.6 Taxes

All fees are exclusive of applicable taxes. Client is responsible for all sales, use, VAT, withholding, and other taxes, excluding taxes based on Koidre Atelier's net income.

10. Warranties & Disclaimers

10.1 Limited Warranty

Koidre Atelier warrants that services will be performed in a professional manner consistent with industry standards. This warranty is limited to re-performance of non-conforming services at no additional charge, provided written notice is given within thirty (30) days of delivery.

10.2 No Accuracy Warranty

We make no warranties regarding the accuracy, completeness, or suitability of deliverables for any particular purpose. Visualizations are artistic interpretations that may not accurately represent actual construction, dimensions, materials, lighting, views, or surrounding context.

10.3 No Results Warranty

We make no warranties regarding project outcomes, regulatory approvals, investment returns, market reception, or any other results from use of our deliverables. Client acknowledges that real estate development involves inherent risks beyond our control.

11. Limitation of Liability

IN NO EVENT SHALL KOIDRE ATELIER BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO:

• Lost profits, revenue, or business opportunities
• Lost data or business interruption
• Cost of substitute services
• Diminution in value
• Investment losses
• Regulatory penalties or fines
• Third-party claims

These limitations apply regardless of the form of action, whether in contract, tort (including negligence), strict liability, or otherwise, and even if Koidre Atelier has been advised of the possibility of such damages.

12. Indemnification

12.1 Client Indemnification

Client agrees to indemnify, defend, and hold harmless Koidre Atelier, its officers, directors, employees, and agents from and against any and all claims, damages, losses, costs, and expenses (including reasonable attorneys' fees) arising from or related to:

• Inaccuracy of information provided by Client
• Client's breach of these Terms or any SOW
• Client's use of Deliverables beyond the licensed scope
• Third-party claims related to the project or development
• Client's violation of securities, zoning, or other laws
• Claims by investors, partners, or other third parties
• Infringement of third-party rights in materials provided by Client

12.2 Procedure

The indemnifying party shall be notified promptly of any claim and shall have the right to control the defense. The indemnified party shall provide reasonable cooperation and shall not settle any claim without the indemnifying party's consent.

13. Investment & Securities Disclaimer

13.1 Not Offering Materials

Deliverables are not intended to constitute, and shall not be construed as, an offer to sell or solicitation of an offer to buy securities, partnership interests, or any other financial instrument. Materials are for informational and visualization purposes only.

13.2 No Financial Projections

Unless explicitly stated otherwise in the SOW, Deliverables do not contain or represent financial projections, pro forma statements, investment returns, occupancy rates, rental projections, or other financial metrics. Any numerical or spatial information depicted is for illustrative purposes only and should not be relied upon for financial analysis.

13.3 Forward-Looking Statements

Visualizations inherently depict future states that may never be realized. Actual construction, if undertaken, may differ materially in appearance, dimensions, features, timeline, and costs. Client is solely responsible for any forward-looking statements made in connection with Deliverables.

13.4 Due Diligence Required

Deliverables are not a substitute for independent due diligence. Investors, capital representatives, and other parties should conduct their own analysis and consult appropriate financial, legal, tax, and real estate advisors before making any investment or development decisions.

13.5 Regulatory Compliance

Client is solely responsible for ensuring any use of Deliverables complies with all applicable securities laws and regulations, including SEC regulations, FINRA rules, state blue sky laws, and foreign securities regulations as applicable.

13.6 Risk Acknowledgment

Real estate development involves significant risks including market risk, construction risk, regulatory risk, financing risk, and environmental risk. Past project visualizations do not guarantee future outcomes. Client and its investors bear all risks associated with development activities.

14. Termination

14.1 Termination for Convenience

Either party may terminate an engagement upon written notice as specified in the SOW (typically 15-30 days). Early termination fees may apply as specified in the SOW.

14.2 Termination for Cause

Either party may terminate immediately upon material breach by the other party that remains uncured for fifteen (15) days after written notice. Material breach includes, but is not limited to, non-payment, confidentiality violations, and unauthorized use of materials.

14.3 Effect of Termination

Upon termination: (a) Client shall pay for all work completed to date plus applicable termination fees; (b) Koidre Atelier shall deliver all completed work product for which payment has been received; (c) each party shall return or destroy the other's Confidential Information; and (d) licenses granted to Client are immediately revoked for work not fully paid.

14.4 Survival

Provisions regarding intellectual property, confidentiality, limitation of liability, indemnification, and dispute resolution survive termination.

15. Governing Law & Disputes

15.1 Governing Law

These Terms and any engagement shall be governed by and construed in accordance with the laws of the State of Texas, without regard to conflict of law principles.

15.2 Dispute Resolution

Prior to initiating litigation or arbitration, parties agree to attempt resolution through good-faith negotiation for thirty (30) days, followed by mediation administered by a mutually agreed mediator in Houston, Texas.

15.3 Arbitration

If mediation fails, disputes shall be resolved by binding arbitration in Houston, Texas, under the Commercial Arbitration Rules of the American Arbitration Association. Judgment on the award may be entered in any court of competent jurisdiction.

15.4 Attorneys' Fees

In any dispute, the prevailing party shall be entitled to recover reasonable attorneys' fees, expert witness fees, and costs of litigation or arbitration.

15.5 Injunctive Relief

Notwithstanding the foregoing, either party may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

16. General Provisions