TERMS OF USE

These Terms of Service (“Terms”) govern your access to and use of CADTALK. You agree that by registering or by using the Services, you are entering a legally binding agreement with CADTALK, LLC (“CADTALK”) located in Ft Mitchell, KY USA, an Ohio LLC based on the Terms and the Privacy Policy, which is hereby incorporated by reference (collectively referred to as the “Agreement”). Your access to and use of the Services is conditioned on your acceptance of and compliance with the Agreement. By accessing or using the Services you agree to be bound by the Agreement.

1. Basic Terms.

You are responsible for your use of the Services, for any data you upload to the Services, and for any consequences thereof. You may use the Services only if you can form a binding contract with CADTALK and are not a person barred from receiving services under the laws of the United States or other applicable jurisdiction. If you are below the legal age required to enter into a legal agreement, then you may not access this Service.

You may not access the Service if you are a direct competitor of CADTALK, or an employee of a direct competitor of CADTALK.

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 AGREE WITH THESE TERMS, OR IF YOU DO NOT HAVE THE AUTHORITY TO BIND YOUR ENTITY, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE SERVICE.

The Services are always evolving, and the form and nature of the Services may change from time to time without prior notice to you. In addition, CADTALK may stop (permanently or temporarily) providing the Services (or any features within the Services) to you or to users generally and may not be able to provide you with prior notice. We also retain the right to create limits on use and storage at our sole discretion at any time without prior notice to you.

2. Privacy and Passwords

2.1. Privacy. Any information that you provide to CADTALK is subject to our Privacy Policy, which governs our collection and use of your information. You understand that through your use of the Services you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of this information to the United States and/or other countries for storage, processing and use by CADTALK. As part of providing you the Services, we may need to provide you with certain communications, such as service announcements and administrative messages. These communications are considered part of the Services and your CADTALK account, which you may not be able to opt-out from receiving. You expressly grant us the right to include your name as a user of our products and services. However, neither party shall use any logo or trademark owned by the other party unless pre approved in writing by one of its officers.

2.2. Passwords. You are responsible for safeguarding the password or credentials that you use to access the Services and for any activities or actions under your account. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account and with other accounts that you may connect to your CADTALK account. CADTALK cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements. You are strictly prohibiting from sharing your password or log in credentials or allowing any other individual to use your log in credentials to access the Services. You agree to use commercially reasonable efforts to prevent unauthorized access to or use of the Service, and to notify Us promptly of any such unauthorized access or use.

3. ACCESS TO THE SERVICES.

3.1. Free Trial. CADTALK will make the Service available to You on a trial basis free of charge until the expiration date of the trial period, or the start date of any Purchased Service ordered by You. ANY DATA YOU ENTER INTO THE SERVICE, AND ANY CUSTOMIZATIONS MADE TO THE SERVICE BY OR FOR YOU, DURING YOUR FREE TRIAL WILL BE PERMANENTLY LOST UNLESS YOU PURCHASE A SUBSCRIPTION BEFORE THE END OF THE TRIAL PERIOD.

3.2. Subscription Services. Other than during a Free Trial only subscribed users in good standing may access and use the Services. We may suspend or terminate your access to the Services for any outstanding payments until such amounts have been paid in full.

3.3. Usage Limitations. Your access to the Services may be subject to other limitations, such as, but not limited to, limits on disk storage space, and allowable bandwidth.

3.4. Loss of Data. CADTALK shall take all reasonable precautions to preserve the integrity and prevent any corruption or loss, damage or destruction of User data, however, CADTALK shall not be liable for any loss of data. You are required to make backup copies of the information you enter into our Service.

4. USING THE SERVICES

4.1 CADTALK shall: (i) provide to You basic technical support for the Purchased Service as deemed reasonably necessary in CADTALK’s sole discretion at no additional charge, and/or upgraded support if purchased separately, (ii) use commercially reasonable efforts to make the Purchased Service available 24 hours a day, 7 days a week, except for: (a) planned downtime (of which CADTALK shall make reasonable effort to provide at least 8 hours’ notice via the Purchased Service and which CADTALK shall schedule to the extent practicable during the weekend hours from 6:00 p.m. Eastern time Friday to 5:00 a.m. Eastern time Monday). In some cases, downtime may be unscheduled or beyond our control, (b) any unavailability caused by circumstances beyond Our reasonable control, including without limitation, acts of God, acts of government, flood, fire, hurricanes, earthquakes, civil unrest, acts of terror, strikes or other labor problems (other than those involving Our employees), or Internet service provider failures or delays, and (iii) provide the Purchased Service only in accordance with applicable laws and government regulations.

4.2. You are directly responsible for verifying any users accessing the Services under your subscription are in compliance with this Agreement.

4.3. You must maintain a current subscription to continue to access the Services.

4.4. You may use the Services only in accordance with this Agreement, the User Manual and applicable laws and government regulations. You shall not (a) make the Service available to anyone other than valid licensed users, (b) sell, resell, rent or lease the Service, (c) use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights, (d) use the Service to store or transmit Malicious Code, (e) interfere with or disrupt the integrity or performance of the Service or third-party data contained therein, (f) reverse engineer, telecommunicate transmittal or otherwise attempt to gain unauthorized access to the Service or their related systems or networks, (g) copy the documentation or software except as necessary to use the software as provided in the manual, (h) and distribute, rent, sub-license or lease the software or documentation, including translating, decompiling, disassembling, or creating derivative works.

5. PROPRIETARY RIGHTS

5.1. Reservation of Rights. Subject to the limited rights expressly granted hereunder, CADTALK reserves all rights, title and interest in and to the Service, including all related intellectual property rights. No rights are granted to You hereunder other than as expressly set forth herein.

5.2. Comments and Suggestions. CADTALK shall have a royalty-free, worldwide, transferable, sublicenseable, irrevocable, perpetual license to use or incorporate into the Service any suggestions, enhancement requests, recommendations or other feedback provided by You, including Users, relating to the operation of the Service.

6. USER DATA

6.1. You are solely responsible for all data that you upload to the Services. Do not upload User Data you do not have permission to send to CADTALK or to use in accordance with these terms. You are responsible for creating backup copies of User Data and CADTALK is not responsible for loss of any User Data. By posting User Data on or through the Service, You represent and warrant that: (i) the User Data is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your User Data on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity.

6.2. You retain any and all of your rights to any User Data you submit, post or display on or through the Service and you are responsible for protecting those rights. We take no responsibility and assume no liability for User Data. By posting User Data using the Service you grant us the right and license to use, modify, and distribute such User Data only as reasonably necessary to grant you full use and access of the Services. CADTALK shall not access User Data except to provide the Service or prevent or address service or technical problems or the risk of injury, damage or loss to any third party, or at Your request in connection with customer support matters.

7. Disclaimers, Indemnification and Limitations of Liability.

Please read this section carefully since it limits the liability of CADTALK and its parents, subsidiaries, affiliates, related companies, officers, directors, employees, agents, representatives, partners, and licensors (collectively, the “Cadtalk Entities”). Each of the subsections below only applies up to the maximum extent permitted under applicable law. Some jurisdictions do not allow the disclaimer of implied warranties or the limitation of liability in contracts, and as a result the contents of this section may not apply to you. Nothing in this section is intended to limit any rights you may have which may not be lawfully limited.

A.The Services are Available “AS-IS”

Your access to and use of the Services is at your own risk. You understand and agree that the Services is provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, CADTALK ENTITIES DISCLAIM ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

The CADTALK Entities make no warranty and disclaim all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Services; (ii) any harm to your computer system, loss of data, or other harm that results from your access to or use of the Services; (iii) the deletion of, or the failure to store or to transmit, any data and other communications maintained by the Services; (iv) whether the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from CADTALK Entities or through the Services, will create any warranty not expressly made herein.

1. Limitation of Liability.

EXCEPT FOR A PARTY’S INDEMNIFICATION OBLIGATIONS, (A) NEITHER YOU NOR CADTALK SHALL HAVE ANY LIABILITY TO THE OTHER FOR ANY LOST PROFITS OR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, HOWEVER CAUSED AND, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EVEN IF YOU OR CADTALK HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) IN NO EVENT SHALL CADTALK’s AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED THE AMOUNTS PAID TO CADTALK BY YOU UNDER THIS AGREEMENT IN THE 12 MONTHS PRECEDING THE INCIDENT.

1. MUTUAL INDEMNIFICATION

Indemnification by CADTALK. CADTALK shall indemnify and hold You harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorneys’ fees and costs), alleging that the use of the Service as permitted hereunder infringes, misappropriates or violates the intellectual property rights of a third party.

Indemnification by You. You shall indemnify and hold CADTALK affiliates, officers, agents, and employees harmless from any claims by third parties, and any related damages, losses or costs (including reasonable attorney fees and costs), related to (1) the failure of you or your employees or agents to comply with the Terms and (2) any activity in which you or your employees or agents engage on or through the Services.

7. ENDING THESE TERMS.

The Terms will continue to apply until terminated by either you or CADTALK as follows. You may end your legal agreement with CADTALK at any time for any reason by deactivating your accounts and discontinuing your use of the Services. In order to deactivate your account, please contact us sales@cadtalk.com. If you voluntarily deactivate your account you remain liable for any unpaid subscription fees for your full subscription term. We may suspend or terminate your accounts or cease providing you with all or part of the Services at any time for any reason, including, but not limited to, if we reasonably believe: (i) any overdue subscription fees; (ii) you have violated these Terms, (iii) you create risk or possible legal exposure for us; or (iv) our provision of the Services to you is no longer commercially viable. We will make reasonable efforts to notify you by the email address associated with your account or through the Services the next time you attempt to access your account. In all such cases, the Terms and your license to use the Services shall terminate, except those sections you would expect to survive termination. Nothing in this section shall affect CADTALK’s rights to change, limit or stop the provision of the Services without prior notice, as provided above in section 1. CADTALK may delete User data 60 days after the effective date of the termination of your subscription. CADTALK has no obligation to maintain or provide you with any User Data.

8. GOVERNING LAW

8.1 Injunctive Relief. Both parties acknowledge that it is impossible to measure fully, in money, the injury that will be caused to a party in the event of a breach or threatened breach of any of the provisions of this Agreement and both parties waive the claim or defense that it has an adequate remedy at law. In any action or proceeding to enforce the provisions of this Agreement, neither party will assert the claim or defense that such a remedy at law exists. Both parties will be entitled to injunctive relief to enforce the provisions of such sections hereof, without prejudice to any other claim that the enforcing party may have at law or in equity.

8.2 Arbitration. Except for actions initiated by either party for injunctive relief pursuant to the Injunctive Relief section of this Agreement, any dispute, controversy or claim arising out of, relating to or in connection with this Agreement or the performance or nonperformance of either party hereto will be submitted to arbitration under the rules and regulations of the American Arbitration Association. The prevailing party will be entitled to recover from the other party its costs and fees, including reasonable attorneys’ fees. Any arbitration brought hereunder will be held in Boone County, Kentucky. The decision and award of the arbitrator will be final and conclusive upon the parties, in lieu of all other legal, equitable or judicial proceedings between them, and no appeal or judicial review of the award or decision of the arbitrator will be taken, but rather any such award or decision may be entered as a judgment and enforced in any court having jurisdiction over the party against whom enforcement is sought.

8.3 Choice of Law/Venue. The validity and interpretation of this Agreement and the rights and obligations of the parties hereunder will be governed by the laws of the State of Kentucky, notwithstanding any conflict-of-law doctrines of Kentucky or any other jurisdiction to the contrary. Each of CADTALK and You hereby: (a) agrees that any legal proceeding arising out of or relating to this Agreement will be instituted in the United States District Court for the District of Kentucky, or if such court does not have jurisdiction or will not accept jurisdiction, in any court of general jurisdiction in Boone County, Kentucky; (b) consents to the personal and exclusive jurisdiction of such court; and (c) waives any objection that it may have to the laying of venue of any such proceeding and any claim or defense of inconvenient forum.

9. GENERAL PROVISIONS

9.1. Waiver and Cumulative Remedies. No failure or delay by either party in exercising any right under this Agreement shall constitute a waiver of that right. Other than as expressly stated herein, the remedies provided herein are in addition to, and not exclusive of, any other remedies of a party at law or in equity.

9.2. Severability. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect.

9.3. Whole Agreement. This Agreement constitutes the entire understanding between the parties with respect to the subject matter hereof and supersedes any and all prior understandings, statements, warranties, representations, and agreements, oral and written, relating hereto. Except as otherwise expressly provided herein, this Agreement may only be amended in a writing signed by both parties.

9.4. Changes to the Agreement. We may revise these Terms from time to time, the most current version will always be your customer portal for CADTALK. If the revision, in our sole discretion, is material we will notify you via email to the email associated with your account or through the Services. If you do not wish to be bound by any such revisions to the Terms, you must end these Terms with us as set forth in Section 7 above. By continuing to access or use the Services after those revisions become effective, you agree to be bound by the revised Terms.