1.2. We collect various information, such as information on mechanical parts and assemblies under development, through the Service (collectively, "Service Data"). You agree that we and the service providers that we utilize to assist in providing the Service to you shall have the right to access your account and to use, modify, reproduce, distribute, display and disclose Service Data to the extent necessary to develop, enhance, and provide the Service, including, without limitation, in response to your support requests.
2. Fees and Payments
2.1. By selecting a paid Service, you agree to pay Toolpath the then current monthly or annual subscription fees indicated for that Service. Fees will be charged on the day you sign up for a Service and will cover the use of that Service for a monthly or annual period as indicated, and fees paid are non-refundable. You agree to allow Toolpath, or our payment affiliates or service providers, to process and/or store your payment card information. You also agree to pay the applicable fees for the Services as they become due plus all related taxes, and to reimburse us, our payment affiliates and any service providers for all collection costs and interest for any overdue amounts. You must notify us in writing if you dispute any portion of the fees paid or payable by you pursuant to these Terms. You must provide that written notice to us within sixty (60) days of the date we bill you for the charge you want to dispute, and we will work together with you to resolve the dispute promptly.
2.2. Fees for machined parts are not refundable. We may change our fees at any time by posting a new pricing structure to our Site or in your account and/or sending you a notification by email.
3. Description of Services
Toolpath provides software and services related to the design and manufacture of CNC machined components.
4. Limited License; All Rights Reserved; Copyright; Marks; Ownership
4.2. Copyright. Except as otherwise expressly stated, the Service (including but not limited to all Content appearing on the Site) is the copyrighted work of Toolpath or its third party content suppliers and are protected by U.S. and international copyright laws. You may download information from the Service and print out a hard copy for your personal use provided that you keep intact and do not remove or alter any copyright or other notice (e.g., trademark, patent, etc.) contained in the information. Except as otherwise expressly stated herein, you may not alter, modify, copy, distribute (for compensation or otherwise), transmit, display, perform, reproduce, reuse, post, publish, license, frame, download, store for subsequent use, create derivative works from, transfer, or sell any information or Content obtained from the Service, in whole or in part, including any text, images, audio, video and software in any manner, without the prior written authorization of Toolpath or any applicable third party suppliers. Any unauthorized use of the Service may violate copyright laws, trademark laws, the laws of privacy and publicity, and other applicable regulations and statutes. Toolpath does not warrant or represent that your use of the Service will not infringe rights of third parties. If you believe that the Service violates or infringes upon your intellectual property rights pursuant to Title 17, United States Code, Section 512(c)(2), please notify us immediately with all specifics necessary for us to consider and respond to your complaint. You may be asked to provide additional information and follow additional procedures for us to act on your complaint.
5. Ownership of Information Submitted via the Service
5.1 You shall own your Service Data (which shall be maintained in accordance with our Privacy Notice https://www.toolpath.com/privacy/). Toolpath shall be free to use any ideas, concepts, know-how, feedback, suggestions or techniques contained in any communication you send to us via the Service or by any other means for any purpose whatsoever. When you submit any material or information protected by intellectual property or other rights (e.g., Service Data, drawings, models, photos, videos, articles, etc.) to the Service, you represent, warrant and covenant to Toolpath that you have the necessary rights to disclose, copy and display such information. Furthermore, you covenant and specifically grant to us a non-exclusive, transferable, sub-licensable, royalty-free, worldwide license to use any such content that you post on or in connection with the Service. Notwithstanding anything set forth herein to the contrary, you hereby grant to Toolpath a non-exclusive, perpetual, irrevocable right and license to use, copy, transmit, modify and display Service Data provided such data is (a) collected, used and disseminated in aggregated and anonymized form; and (b) only used for internal business services and for improving the Services.
6. Restrictions and Requirements
6.1. In connection with your use of the Service, you agree you will not:
- Upload or transmit any message, information, data, text, software or images, or other content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, or otherwise objectionable, or that may invade another’s right of privacy or publicity;
- Create a false identity for the purpose of misleading others or impersonate any person or entity, including, without limitation, any Toolpath representative, or falsely state or otherwise misrepresent your affiliation with a person or entity;
- Upload or transmit any material that you do not have a right to reproduce, display or transmit under any law or under contractual or fiduciary relationships (such as nondisclosure agreements);
- Upload files that contain viruses, trojan horses, worms, time bombs, cancel-bots, corrupted files, or any other similar software or programs that may damage the operation of Toolpath's or another’s computer or property of another;
- Delete any author attributions, legal notices, copyright or proprietary designations or labels that you upload to any feature;
- Violate any applicable local, state, national or international law;
- Upload or transmit any material that infringes any patent, trademark, service mark, trade secret, copyright or other proprietary or privacy rights of any party;
- Delete or revise any material posted by any other person or entity unless such material is incorrect and you are permitted to delete or revise it;
- Manipulate or otherwise display the Service by using framing, creating deep-links to the Service by by-passing the Service’s home page, mirroring or similar navigational technology or directly link to any portion of the Service other than the main homepage, www.toolpath.com, in accordance with the Limited License outlined above;
- Probe, scan, test the vulnerability of or breach the authentication measures of, this Service or any related networks or systems;
- Register, subscribe, attempt to register, attempt to subscribe, unsubscribe, or attempt to unsubscribe, any party for any services if you are not expressly authorized by such party to do so;
- Use any robot, spider, scraper, or other automated or manual means to access this Service, or copy any content or information on this Service (excluding the acceptable use of the Service through the API);
- Modify, adapt, sublicense, translate, sell, create derivative works, download, reverse engineer, decompile or disassemble any portion of the Service;
6.2. By using the Service, you agree to this Acceptable Use Policy. You accept that the Services are provided for professional use only, and you agree that your use of the Services shall not include any of the following. This is not an exhaustive list:
- Launching (or facilitating) a denial of service attack on our services or any third parties;
- Attempting to break or bypass any security mechanism in our Services;
- Testing or reverse-engineering our services in order to find limitations, vulnerabilities or evade filtering capabilities;
- Using our Services in any manner that may subject Toolpath or any third party to liability, damages, and violations of law or danger;
- Engaging in fraud, either with Toolpath or with any third party;
- Promoting or engaging in or using the Service for illegal activities or for any malicious purpose;
- Attempting to gain unauthorized access to the Services, data, information, other accounts, computer systems or networks connected to the Services, through password mining or any other means;
- Interfering with another’s use and enjoyment of the Services (including but not limited to using the Service to adversely affect the availability of its resources to other users);
- Engaging in any other activity that Toolpath believes could subject it to criminal liability or civil penalty/judgment.
- Accessing Toolpath's service or content in order to build a competitive product or service or to benchmark with a non-Toolpath product or service, or to reverse engineer Toolpath's product or service (to the extent such restriction is permitted by law).
7. Right to Monitor
8. No Editorial Control of Third Party Content; No Statement as to Accuracy
8.1 To the extent that any of the Content included in the Service is provided by users or third party content providers, Toolpath has no editorial control or responsibility over such Content. Therefore, any opinions, statements, services or other information expressed or made available by users or third party suppliers on the Service are those of such users or third party suppliers. Toolpath does not represent or endorse the accuracy or reliability of any opinion, statement or other information provided by any user or third party, or represent or warrant that your use of the Service (including but not limited to the Content displayed on this Site) or referenced content or service providers will not infringe rights of third parties not owned by or affiliated with Toolpath.
9. Links to Third Party Sites
10. Applicability of Other Terms
11. Reservation of Rights
12. Privacy Statement and Notice of Privacy Practices
12.1. Our Privacy Notice describes Toolpath's information practices and procedures for personal information we collect at this Service. We strongly urge you to read our Privacy Statement and Notice of Privacy Practices, which is accessible through the home page of the Service. You agree to our uses of personal information as described in our Privacy Statement and Notice of Privacy Practices.
13. Limited Warranty and Warranty Disclaimer
13.2. YOUR USE OF THIS SERVICE IS AT YOUR SOLE RISK. THE SERVICE IS PROVIDED ON AN “AS IS” OR “AS AVAILABLE” BASIS, AND TOOLPATH EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE, WHETHER IMPLIED, EXPRESS, OR STATUTORY, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT OF THIRD-PARTY RIGHTS, QUIET ENJOYMENT AND ACCURACY. TOOLPATH MAKES NO WARRANTY THAT THE SERVICE IS ACCURATE, TIMELY, UNINTERRUPTED, VIRUS-FREE OR ERROR-FREE, OR THAT ANY SUCH PROBLEMS WILL BE CORRECTED. YOU ARE RESPONSIBLE FOR APPLYING THE LOCAL LAWS IN THE RELEVANT JURISDICTION WHEN USING THE SERVICE.
14. Limitation of Liability
In addition to the above warranty disclaimers, in no event will (A) Toolpath be liable for any consequential, exemplary, special, or incidental damages, including (but not limited to) any damages for lost profits, revenue, data, marketing and/or advertising expenditure, or other economic advantage, arising from or relating to your use of or the inability to use the Services, EVEN IF TOOLPATH KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND (B) Toolpath's total cumulative liability arising from or related to the Services, whether in contract or tort or otherwise, exceed the GREATER OF one hundred dollars ($100.00) or the purchase price or fees paid by you during the preceding one-month period to Toolpath, its subsidiaries or its affiliates in connection with the use of the Services. In no event will Toolpath be liable for more than five hundred dollars ($500.00), EVEN IF any error, misprint, or non-functioning Service is due in whole or part to an action or omission by an agent and/or employee of Toolpath.
15. Warranty Disclaimer and/or Limitation of Liability May Not Apply
Some states do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages, so the above limitations or exclusions may not apply to you. This warranty gives you specific legal rights, and you may also have other rights which vary from state to state. The disclaimers, exclusions, and limitations of liability under this limited warranty will not apply to the extent prohibited by applicable law.
16. Compliance with All Laws
18. Term and Termination
18.2. Trial Period. Your Service may include a free trial period (which will be indicated when you subscribe to the Service), after which time, use of the Service will continue at the fees for the plan you selected until terminated.
19. Force Majeure
Neither party shall be liable for any failure or delay in performance due in whole or in part to any cause beyond the reasonable control of such party or its contractors, agents or suppliers, including but not limited to utility or transmission failures, power failure, strikes or other labor disturbances, acts of God, acts of war or terror, floods, sabotage, fire, natural or other disasters.
21. Electronic Communications
22. Entire Agreement
23. Governing Law; Jurisdiction; Venue; Severability of Provisions
24. Password Accounts, Passwords, and Security
If you have been given the option to open an account through the Service that will provide you with access to password protected portions of the Service and you elect to do so, you must complete the registration process by providing us with current, complete and accurate information as prompted by the applicable registration form, which includes: (i) your name, (ii) your business name and mailing address (iii) primary administrator information for the account, and (v) billing and related information, and choose a password and username. You are entirely responsible for maintaining the confidentiality of your password and account and for any and all activities that occur under your account. You agree to (a) immediately notify Toolpath of any unauthorized use of your account or any other breach of security of which you become aware, and (b) exit completely from your account at the end of each online session. Toolpath will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Toolpath or another party due to someone else using your account or password. You may not use anyone else’s account at any time.
25. No Agency Relationship
You agree that Toolpath may reference you and your company as a client of Toolpath's products and services in Toolpath's advertising and marketing.
27.1. "Confidential Information" means any information or data, regardless of whether it is in tangible form, disclosed by either party that is marked or otherwise designated as confidential or proprietary or that should otherwise be reasonably understood to be confidential given the nature of the information and the circumstances surrounding disclosure. Confidential Information does not include any information which: (a) is publicly available through no fault of the receiving party; (b) was properly known to the receiving party, without restriction, prior to disclosure by the disclosing party; (c) was properly disclosed to the receiving party, without restriction, by another person without violation of the disclosing party's rights; or (d) is independently developed by the receiving party without use of or reference to the Confidential Information of the disclosing party.
27.3 The receiving party may disclose the Confidential Information of the disclosing party as required by applicable law provided that, prior to any such compelled disclosure, the receiving party will, if permissible: (a) promptly notify the disclosing party in writing to allow the disclosing party a reasonable opportunity to resist such disclosure and/or seek a protective order, and (b) reasonably cooperate with the disclosing party in protecting against any such disclosure and/or obtaining a protective order narrowing the scope of such disclosure. In the event that such protection against disclosure is not obtained, the receiving party will be entitled to disclose the Confidential Information of the disclosing party, but only as and to the extent necessary to legally comply with such compelled disclosure.
27.4. The parties expressly acknowledge and agree that no adequate remedy may exist at law for an actual or threatened breach of this Section 27 and that, in the event of an actual or threatened breach of the provisions of this section, the non-breaching party will be entitled to seek immediate injunctive and other equitable relief, without waiving any other rights or remedies available to it. Each party will promptly notify the other in writing if it becomes aware of any violations of the confidentiality obligations set forth in this section.
28. How to Contact Us