Terms of Use

Updated November 9, 2023

1. Acceptance of Terms and Conditions ("Terms of Use")

1.1. Toolpath Labs Inc. (hereinafter “Toolpath”, “we” or “us”) is the owner and operator of the Site (as defined below), upon which it runs a service called “Toolpath”. The Toolpath “Services” consist of software that offers our users the ability to analyze, program, and manufacture CNC machined components. For purposes of these Terms of Use, the term “Service” also includes the Site, except where the context specifically indicates otherwise. These Terms of Use apply to your use of the Service. This Service is intended for use only by users that are at least 18 years of age.

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.

1.3. “Site” means https://www.toolpath.com/ and the web application located at app.toolpath.com, and any other software applications or plugins we make available. The Site contains text, pictures, graphics, logos, images, works of authorship, computer code, look and feel, trade dress, technical information, and other content, as well as available features or services discussed, referenced, provided or offered through or on the Site (collectively with all information and material about Toolpath and its Services, “Content”). For purposes of these Terms of Use, the term “Site” also includes the Content, except where the context specifically indicates otherwise.

1.4. PLEASE NOTE: Your access to and use of the Service are subject to these Terms of Use, as well as all applicable laws and regulations. Only entities and persons over the age of legal majority who can form legally binding agreement(s) under applicable law are permitted to use the Service and/or establish a Service account where applicable. Please read these Terms of Use carefully. If you do not accept and agree to be bound by any of these Terms of Use, you are not authorized to access or otherwise use the Service. Your access to and use of the Service constitutes your acceptance of and agreement to abide by these Terms of Use. These Terms of Use may be changed, modified, supplemented or updated by us from time to time by providing you advance notice by posting here and you will be bound by any such changed, modified, supplemented or updated Terms of Use if you continue to use the Service after such changes are posted. Unless otherwise indicated, any new Content added to the Service will also be subject to these Terms of Use effective upon the date of any such addition. You are encouraged to review the Site and these Terms of Use periodically for updates and changes.

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

4.1. License. We hereby grant you a limited, non-exclusive and revocable license to access and use the Service, subject to the terms set forth in these Terms of Use. We (or the third respective third party owners) retain all right, title, and interest in the Service, all features and services offered through the Service, including but not limited to any and all copyrights, trademark and service mark right and all other intellectual property rights in the Service. We (or the respective third party owners) reserve all rights not expressly granted. Any unauthorized use terminates the permission or license granted by Toolpath.

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;
- or use the Service other than the business purpose for which it was intended or in violation of these Terms of Use.

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).

6.3. All of the items in Section 6.1 and 6.2 are collectively referred to as “Misuse”. Toolpath expressly disclaims any liability for your Misuse of the Services. We may in our sole discretion determine whether you have Misused the Service or are otherwise in violation of the Terms of Use. Toolpath reserves the right to take whatever lawful actions it may deem appropriate in response to actual or suspected violations of these Terms of Use, including, without limitation, the immediate suspension or termination of the your use of the Service or any user’s access and/or account as well as civil and/or criminal liability. Toolpath may cooperate with legal authorities and/or third parties in the investigation of any suspected or alleged crime or civil wrong. Except as may be expressly limited by the Privacy Notice, Toolpath reserves the right at all times to disclose any information as Toolpath deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in our sole discretion.

7. Right to Monitor

7.1 Toolpath does not actively monitor general use of this Service under normal circumstances. However, Toolpath does reserve the right to monitor such use at any time as it deems appropriate for use that, in our sole discretion, may be illegal, may subject Toolpath to liability, may violate these Terms of Use, or are, in the sole discretion of Toolpath, inconsistent with Toolpath's purpose for the Service.

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

The Service may contain hyperlinks to other sites owned and operated by parties other than Toolpath. Such hyperlinks are provided only for ready reference and ease of use. We do not control such sites and cannot be held responsible for their content or accuracy and do not endorse these sites unless we specifically so state. In the event the Service provides hyperlinks to other sites that are not owned, operated or maintained by Toolpath, you acknowledge and agree that we are not responsible for and are not liable for the content, products, services or other materials on or available from such sites. We accept no liability for any information, products, advertisements, content, services or software accessible through these third party sites or for any action you may take as a result of linking to any such site. Any such sites are likely to set forth specific terms of use and privacy policies that you should review. Toolpath is under no obligation to maintain any link on the Service and may remove a link at any time in its sole discretion for any reason whatsoever. Toolpath shall not be responsible or liable, directly or indirectly, for any damages or losses caused or alleged to be caused by or in connection with the use of or reliance on such content, products, services or other materials available on or through any such third party site. Toolpath is not responsible for the privacy practices of any other sites.

10. Applicability of Other Terms

In addition to these Terms of Use, additional or different terms and conditions (“Other Terms”) may apply in connection with certain types of available features, Content, or the purchase of Services from Toolpath, its subsidiaries or its affiliates. If applicable, these Other Terms will be set forth (i) where you are permitted to access such available features and Content, or purchase Services or (ii) in a link adjacent to where you are permitted to access such available features, Content, or purchase Services. You should carefully review all Other Terms, as applicable, before accessing and using such available features and Content. These Other Terms are incorporated into and made a part of these Terms of Use by reference. In the event these Terms of Use conflict with the Other Terms, the Other Terms shall control with respect to the subject matter to which such Other Terms apply.

11. Reservation of Rights

Toolpath reserves the right in its sole discretion and at any time (i) to deny any account creation request, (ii) to terminate your account and subscription to the Service, (iii) to remove any Content from the Service, and (iv) to modify, interrupt, limit, suspend or discontinue, temporarily or permanently, the Service or any subscription to the Service, in whole or in part, including, but not limited to, as Toolpath deems necessary for purposes of maintenance, upgrades and the like, to maintain the Service or to comply with applicable law. Toolpath shall not be liable to you or to any third party for any such modifications, suspensions or discontinuances of the Service or subscriptions to the Service and shall have no obligation to refund any fees paid pursuant to these Terms of Use.

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.

12.2. With respect to any personal information you upload to the Service or otherwise provide to Toolpath in connection with the Service, you represent and warrant that you have complied and will comply with all applicable laws and have established in advance and will maintain during your use of the Service all necessary rights, permissions, licenses and consents required by applicable laws to provide such personal information for the purposes of these Terms of Use and to authorize and enable Toolpath to perform its obligations and exercise its rights as set forth in these Terms of Use, including providing the Services, and processing such personal information in connection with these activities. You agree to promptly notify Toolpath if any use of personal information related to the Service may violate these representations and warranties.

13. Limited Warranty and Warranty Disclaimer

13.1. Content and other information contained on this Service has been prepared by Toolpath as a convenience to its users and is not intended to constitute advice or recommendations upon which a user may rely. Toolpath has used reasonable efforts in collecting, preparing and providing quality information and material, but makes no warranty or guarantee about the accuracy, completeness, or adequacy of the Service including but not limited to the Content or other information contained in or linked to the Site or any other service or site maintained or provided by Toolpath. Users relying on Content or other information from this Service do so at their own risk. Should you purchase any product or service from Toolpath or purchase products or services from a third party, the terms and conditions applicable to that transaction, if different from these Terms of Use, will govern such purchase, as applicable, and your use of this Service does not affect that purchase in any manner.


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

You represent and warrant that your use of the Services will be in accordance with the Toolpath Privacy Notice, with these Terms of Use, with any other applicable laws and regulations, including without limitation any local laws or regulations in your country, province, state, city, or other governmental area, regarding the Services, online conduct and acceptable content, and including all applicable laws regarding the transmission of data, software, technology, or (including technical data) exported from the United States, Canada or the country in which you reside, and with any other applicable policy or terms and conditions. You further represent and warrant that your collection and use of personally identifiable information or technical data shall be in compliance with all applicable federal, provincial, state, and local laws, rules, and regulations as the same may be amended or supplemented from time to time, pertaining in any way to the privacy, confidentiality, security, management, disclosure, reporting, and any other obligations related to the possession or use of any of personal information or technical data. Failure to comply with Privacy Laws and Regulations will be a material breach of these Terms of Use and may result in the immediate suspension and/or termination of your account, as well as civil and/or criminal liability. You’re responsible for determining whether the Service is suitable for you to use in light of your obligations under any regulations like US export control laws and regulations and economic sanctions laws and regulations, or other applicable laws. If you’re subject to regulations and you use the Service, then we will not be liable if the Service doesn’t meet those requirements.

17. Indemnification

You agree to defend, indemnify and hold harmless Toolpath, its members, affiliates and/or partners, and its and their officers, directors, partners, shareholders, agents, licensees and employees (cumulatively “Toolpath Indemnitees”) from and against all claims, actions, liabilities, losses, expenses, damages and costs, including but not limited to attorney’s fees that may, at any time, arise out of or relate to your authorized, unauthorized, lawful or unlawful use of the Services, your breach of the Terms of Use, your inability to access the Service, the use of any linked sites, your reliance on any errors or omissions on the Service, the propagation and/or contraction of any computer virus in connection with your use of the Service or your violation of any laws or regulations.

18. Term and Termination

18.1. These Terms of Use, as may be updated from time to time, will commence on the date they are accepted by you and continue until terminated in accordance with Section 18.3 or 18.4 below.

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.

18.3. Term. If you elect a month to month term, either party may terminate these Terms of Use by providing thirty (30) days notice to the other party. If you elect an annual term, these Terms of Use shall continue for a period of twelve months and shall automatically renew for successive one (1) year renewal terms, unless a party gives the other party a notice of its election not to renew at least thirty (30) days prior to the end of the then current term.

18.4. Termination for Breach. Either party may terminate these Terms of Use for cause if the other party fails to cure any material breach of these Terms of Use within thirty (30) days after receipt of written notice of such breach.

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.

20. Notices

Any notices to you from Toolpath regarding the Service or these Terms of Use will be posted on this Site or made by e-mail or regular mail. Notices from you to Toolpath shall be sent to the contact information in the “How to Contact Us” section below.

21. Electronic Communications

When you visit this Site, use the Service or otherwise send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on this Site. You agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You further agree that any notices provided by us electronically are deemed to be given and received on the date we transmit any such electronic communication as described in these Terms of Use.

22. Entire Agreement

These Terms of Use, the Privacy Notice Practices, and Other Terms or policies we may post on this Site constitute the entire agreement between us and you in connection with your use of the Service and supersedes any prior agreements between us and you regarding use of this Service.

23. Governing Law; Jurisdiction; Venue; Severability of Provisions

The Terms of Use are governed by the laws of the State of Georgia, USA and controlling United States Federal law without regard to any conflicts of law provisions. All parts of these Terms of Use apply to the maximum extent permitted by law. We both agree that if we cannot enforce a portion of these Terms of Use as written, then that portion will be replaced with terms that most closely match the intent of the portion that cannot be enforced to the extent permitted by law. The invalidity of part of these Terms of Use will not affect the validity and enforceability of the remaining provisions. The section headings are for convenience and do not have any force or effect.

Except as otherwise prohibited by law, any claim or dispute must be brought within one (1) year from the date such cause of action arises. Any claim or dispute arising out of or relating to these Terms of Use shall be subject to the exclusive jurisdiction of state or federal courts located in the State of Georgia, and you hereby consent and submit to the personal jurisdiction of such courts.

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

Nothing in these Terms of Use is intended to create or shall be construed as creating any partnership, joint venture, employment, or other agency relationship between us. You may not enter into any contract on our behalf or bind us in any way.

26. Publicity

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. Confidentiality

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.

27.2. The receiving party agrees that it will use the Confidential Information of the disclosing party solely in accordance with these Terms of Use and it will not disclose such Confidential Information to any third party without the disclosing party's prior written consent, except as otherwise permitted hereunder; provided, however, Toolpath may use and disclose your Confidential Information as necessary to provide the Services. The receiving party agrees to exercise due care in protecting Confidential Information of the disclosing party from unauthorized use and disclosure. The receiving party may disclose the Confidential Information of the disclosing party, in whole or in part to its employees, representatives, actual or potential investors and subcontractors, who have a need to know and are legally bound to keep such information confidential consistent with the terms of these Terms of Use.

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

For notices required pursuant to these Terms of Use, please contact us at info@toolpath.com or write to us at Toolpath Labs Inc., Attn: Legal, 5112 Richmond Rd, Bedford Height OH 44146.

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