1. CAD2CNC SERVICES
CAD2CNC agrees to provide to Client the Services agreed upon between CAD2CNC and Client as selected by Client in CAD2CNC's customer database that is specified at https://cad2cnc.com.
3.2 Support. CAD2CNC shall provide a reasonable level of technical support to Client via email or Web page for the term of this Agreement. CAD2CNC will only provide support directly to Client, and not to any of Client's own customers, end-users, subsidiaries, etc.
3.3 Other Work. CAD2CNC has the right to perform and license products to others during the term of this Agreement. CAD2CNC may elect to electronically monitor the host services and may disclose any content or records to satisfy any law, regulation or other governmental request or to properly operate host services and protect its Clients. CAD2CNC reserves the right to block any site hosted by CAD2CNC that contains any content that CAD2CNC deems in its sole discretion to be unacceptable or undesirable.
4. RESPONSIBILITIES AND RIGHTS OF CLIENT
4.1 Client. Client represents and warrants that (i) Client possesses the legal right and ability to enter into this Agreement, and (iii) the performance of Client's obligations and use of the Services by Client, its customers and users, will not violate any applicable laws, regulations or the rules and regulations or cause a breach of any agreement with any third parties or unreasonably interfere with other CAD2CNC Clients' use of Services. Client assumes all risks related to processing of transactions related to electronic commerce. Client agrees to provide CAD2CNC with accurate, complete and updated information required by the registration of the CAD2CNC host service (Client Registration Data), including Client's legal name, address, telephone number(s), and applicable payment data (e.g., credit card number and expiration date). Client agrees to notify CAD2CNC in writing within thirty (30) days of any changes in Client's Registration Data.
4.2 Breach of Warranties. In the event of the breach of any of the foregoing warranties, in addition to any other remedies available at law or in equity, CAD2CNC will have the right, in its sole discretion, to suspend or terminate immediately any Services.
4.4 Third-Party Software. Third-party software available through the Services may be governed by separate end user licenses. By using the Services and the third-party software, Client agrees to be bound by the terms of such end user licenses regarding the applicable third-party software. Client consents and authorizes CAD2CNC to delegate the authorizations Client provides to CAD2CNC to its third party service provider(s) as CAD2CNC deems necessary or desirable to provide the applicable Services. Client agrees that the terms and conditions of this Agreement, including any of the other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement, inure to the benefit of such third party service providers and such third party service providers are deemed to be third party beneficiaries of the Agreement, including any other terms, conditions, warranty disclaimers and liability disclaimers incorporated into this Agreement. Client also agrees that all reference to “CAD2CNC” within this Agreement and any incorporated terms are also deemed to include, where applicable, CAD2CNC's agents, such as the third party service providers.
4.5 Advertising, Solicitation, and Client Name Harvesting. Client may not use the Services to send unsolicited advertising, promotional materials, or other forms of solicitation to the CAD2CNC clients or other Internet users unless Client receives the express permission of such individuals. Client may not use the means of unsolicited advertising to advertise a site hosted on the CAD2CNC network. Client may not use the Services to collect or “harvest” user-names of CAD2CNC clients or other Internet users without the expressed prior permission of the member. CAD2CNC reserves the right to block or filter mass email solicitations sent from sites hosted on the CAD2CNC network.
4.6 Management of Site. Client shall be solely responsible for all content available on or through its site and shall at all times be subject to the terms of this Agreement, CAD2CNC's then-standard Terms of Service (“TOS”) and any generally applicable guidelines and service standards published by CAD2CNC. Client warrants that its site hosted on the CAD2CNC network (i) will conform to the CAD2CNC TOS attached hereto as Exhibit A; (ii) will not infringe and will not contain any content that infringes on or violates any copyright, U.S. patent or any other third-party right; and (iii) will not contain any content which violates any applicable law, rule or regulation. CAD2CNC shall have no obligations with respect to the content available on or through any site hosted on the CAD2CNC network, including, but not limited to, any duty to review or monitor any such content. CAD2CNC reserves the right to block any site that violates any of the above-stated terms, or which in CAD2CNC's sole discretion, CAD2CNC deems objectionable or offensive, or otherwise violates a law or CAD2CNC policy, or, in the alternative, to terminate this Agreement in accordance with Section 7.3 herein.
4.7 Reselling CAD2CNC services. Client agrees that it will only resell our services when reselling is specifically allowed by our Resource Usage Policy ("RUP").
4.8 Compliance Laws. Client agrees that it will use the Services only for lawful purposes and in accordance with this Agreement. Client will comply at all times with all applicable laws and regulations and the TOS, as updated by CAD2CNC from time to time. The TOS are incorporated herein and made a part hereof by this reference. CAD2CNC may change the TOS, with notice, which notice may be provided by posting such new TOS at the CAD2CNC website. Client may request a current copy of the TOS by sending or faxing a request to CAD2CNC. Client agrees that it has received, read and understands the current version of the TOS.
4.9 Proprietary Rights. Unless otherwise specified, all work performed hereunder by CAD2CNC, is the property of CAD2CNC, and all title and interest therein shall vest in CAD2CNC. To the extent that title to any such works may not, by operation of law, vest in CAD2CNC all rights, title and interest therein are hereby irrevocably assigned to CAD2CNC. All such materials shall belong exclusively to CAD2CNC, and CAD2CNC shall have the right to obtain and to hold in its own name, copyrights, trademarks, registrations, or such other protection as may be appropriate to the subject matter; and any extensions and renewals thereof. Client agrees to give CAD2CNC and any person designated by CAD2CNC such reasonable assistance, at CAD2CNC's expense, as is required to perfect the rights defined in this paragraph.
4.10 Marketing Rights. Client agrees that CAD2CNC may refer to Client, or Client's business in CAD2CNC marketing materials, the CAD2CNC website, and communication to CAD2CNC's current and prospective clients. Client grants CAD2CNC a limited license and permission to use any Client trade name and/or trademark for such, and only for such, purposes.
5. LIMITATION OF LIABILITY, NO OTHER WARRANTY AND DISCLAIMER
a. In the event that any limited guarantees are provided by CAD2CNC, such limited guarantees are null and void if Client fails to follow CAD2CNC's TOS and other policies or otherwise breaches this Agreement in any respect.
b. In no event shall CAD2CNC's total liability to you for all damages, losses, and causes of action (whether in contract, tort [including, but not limited to, negligence), or otherwise] exceed the amount paid by you, if any, for accessing CAD2CNC's service(s).
5.2 No Other Warranty. CAD2CNC does not monitor or exercise control over the content of the information transmitted through its facilities. Use of the Services or any information that may be obtained there from is at Client's own risk. The Services are provided on an “as is” basis, and Client's use of the Services is at its own risk. Except as provided in the order form(s), CAD2CNC does not make, and hereby disclaims, any and all other express and/or implied warranties, including, but not limited to, warranties of merchantability, fitness for a particular purpose, non-infringement and title, and any warranties arising from a course of dealing, usage, or trade practice. CAD2CNC does not represent or warrant that the Services will be uninterrupted, error-free, or completely secure.
5.3 Disclaimer of Actions Caused by and/or Under the Control of Third Parties. CAD2CNC does not and cannot control the flow of information to or from CAD2CNC's network and other portions of the Internet. Such flow depends in large part on the performance of the Internet services provided or controlled by third parties. At times, actions or inactions of such third parties may impair or disrupt Client's connections to the Internet (or portions thereof). CAD2CNC cannot guarantee that such events will not occur. Accordingly, CAD2CNC disclaims any and all liability resulting from or related to such events.
Client agrees to indemnify, defend and hold CAD2CNC and its affiliates, agents, employees, and licensors (including the third party service providers) harmless from any and all claim, demand, loss, costs or expense, including attorneys' fees, made by any person arising out of Client's violation of this Agreement, State or Federal Securities laws or regulations, or any other person's rights including but not limited to infringement of any copyright or violation of any proprietary or privacy right.
Under no circumstances, including but not limited to a negligent act, will CAD2CNC or its affiliates, agents, employees, or licensors (including third party service providers) be liable for any damages of any kind that result from the use of, or the inability to use, Services, even if any such party has been advised of the possibility of such damages.
In no event will CAD2CNC or its third party service providers be liable to Client or any third Party for any tort, contract or any other liability arising in connection with the use of the Services, or reliance on any information or services provided by CAD2CNC. CAD2CNC and its third party service providers will under no circumstances be liable to Client and/or any third party, regardless of the form of action, for any loss of profits, goodwill, use, data or other intangible losses, or any direct, indirect, special, consequential, incidental or punitive damages whatsoever, even if CAD2CNC or its third party service providers has been advised of the possibility of such damages, resulting from: (i) the use of the inability to use the Services; (ii) the timeliness, deletion, misdelivery, or failure to store any user date, communications or personalization settings; (iii) the cost of getting substitute goods and services resulting from any products, data, information or services purchases or obtained or messages received or transactions entered into, through or from the Services; (iv) statements or conduct of anyone on the Services; (vi) the use, inability to use, unauthorized use, performance or non-performance of any third party, even if the third party has been advised previously of the possibility of such damages; or (vii) any other matter relating to the Services. Client agrees that Client will not in any way hold CAD2CNC responsible for any selection or retention of, or the acts or omissions of, third parties (including third party service providers) in connection with the Client Services.
Because some states prohibit the limitation of liability for consequential or incidental damages, in such states the limitation of liability only with respect to consequential or incidental damages may not apply to Client, and the respective liability of CAD2CNC and its third party service providers, employees, distributors and agents is limited to the greatest extent allowable under applicable law in those states.
In the event that a court or arbitration panel, as the case may be, should hold that the limitations of liability or remedies available as set forth in this Agreement, or any portions thereof, are unenforceable for any reason, or that any of Client's remedies under this Agreement fail, then Client expressly agrees that under no circumstances will the total, aggregate liability of CAD2CNC and its third party service providers, employees, distributors, agents or affiliates, to Client or any party claiming by or through Client for any cause whatsoever exceed $100 (U.S.), regardless of the form of action and whether in contract, statute, tort or otherwise.
7.1 Without Cause. This Agreement may be terminated by either party at any time during any Renewal Term for any or no reason upon either party giving to the other no less than five (5) days' prior email notice of termination. No matter which party terminates the Agreement pursuant to this Section 7.1, any and all payment obligations of Client under this Agreement for Service(s) provided through the date of termination will immediately become due, and Client shall be required to prepay for any portion of the Services that have not been paid for and are to be rendered during such five (5) day period.
7.2 For Cause. In addition to any other rights it may have under this Agreement or applicable law, CAD2CNC may immediately terminate this Agreement or suspend service, effective without notice, in the event of (i) a default in payment, or (ii) Client's breach or failure to comply with the TOS or other policies of CAD2CNC. Client may terminate this Agreement if CAD2CNC breaches any material term or written notice of same. If this Agreement is terminated by CAD2CNC under this Section 7.2, all balance of the then current term shall immediately become due and payable. In addition to the foregoing, CAD2CNC reserves the right to prohibit any conduct or to remove any materials or content in violation of the TOS or which CAD2CNC believes in its sole discretion to be illegal or potentially harmful to others or may expose CAD2CNC to harm or liability.
7.3 No Liability for Termination. Neither party will be liable to the other for any termination or expiration of any Services of this Agreement in accordance with its terms.
7.4 Survival. The following provisions will survive any expiration or termination of the Agreement: Section 4, 5, 6, 7, and 8.
8.1 Assignment. Client may not assign this Agreement or any of Client's rights or obligations hereunder without the prior written consent of CAD2CNC, and any such attempted assignment shall be void. This Agreement shall be binding upon the parties' respective successors and permitted assigns.
8.2 Notices. Any notices or communication under this Agreement shall be in writing and shall be deemed delivered to the party receiving such communication at the address specified below (1) on the delivery date if delivered personally to the party, or a representative of the party; (2) one business day after deposit with a commercial overnight carrier, with written verification of receipt; (3) five business days after the mailing date, whether or not received, if sent by US mail, return receipt requested; (4) on the delivery date if transmitted by confirmed facsimile.
- If to CAD2CNC: firstname.lastname@example.org
- If to Client: To Client address provided at account set-up.
8.3 Governing Law. This Agreement, and all future agreements Client may enter into with CAD2CNC, unless otherwise indicated on such other agreement, will be governed by the laws of the State of Florida, without regard to conflicts of law principles thereof. This is the case regardless of whether you reside or transact business with CAD2CNC in Florida or elsewhere. Unless a dispute would be governed by an applicable arbitration clause, Client agrees to submit to the personal and exclusive jurisdiction of the courts located within the County of Durham, North Carolina. If any part of the Agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions.
8.4 Modifications. No modifications, amendment, supplement to or waiver of this Agreement or any exhibit hereunder, or any of their provisions shall be binding upon the parties hereto unless made in writing and duly signed by both parties.
8.5 Waiver. A failure of either party to exercise any right provided for herein shall not be deemed to be a waiver of any right hereunder.
8.6 Severability. In the event any one or more of the provisions of the Agreement or any exhibit is invalid or otherwise unenforceable, the enforceability of remaining provisions shall be unimpaired.
8.7 Force Majeure. CAD2CNC and its affiliates, agents, employees, or licensors (including third party service providers) shall not be liable for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any contingency beyond the reasonable control of such party, including without limitation, fire, flood, strike, and other industrial disturbance, failure to transport, accident, ware, riot, insurrection, act of God or order of governmental agency. Performance shall be resumed as soon as possible after cessation of such cause. However, if such inability to perform continues for fifteen (15) days, the other party may terminate this Agreement without penalty and without further notice.
8.8 Independent Contractors. The parties to this Agreement are independent contractors. Neither party is an agent, representative, or partner of the other party. Neither party shall have any right, power or authority to enter into any agreement for or on behalf of, or incur any obligation or liability of, or to otherwise bind, the other party. This Agreement shall not be interpreted or construed to create an association, agency, joint venture or partnership between the parties or to impose any liability attributable to such a relationship upon either party.
8.9 Terms of Services. Client agrees to be bound by CAD2CNC's TOS for all Services and products used by Client. The current TOS can be found on CAD2CNC's website at CAD2CNC.com. Should Client disagree with any updates to CAD2CNC's TOS, it is Client's responsibility to notify CAD2CNC of Client's desire to terminate their Services immediately.
8.10 Implied Agreement. CONTINUED USE OF THE SERVICES AND/OR PRODUCTS CONSTITUTES IMPLIED AGREEMENT WITH THIS AGREEMENT AND CAD2CNC'S TOS IN THEIR ENTIRETY. BY USING THE SERVICES, CLIENT AGREES TO BE BOUND BY ALL TERMS ASSOCIATED WITH SAID SERVICES, INCLUDING THIS AGREMEENT AND THE TOS.
CLIENT'S ONLY RECOURSE IN THE EVENT OF A DISAGREEMENT IS TO TERMINATE THIS CONTRACT IMMEDIATELY IN ACCORDANCE WITH SECTION 7 HEREIN.
8.11 Entire Agreement. This Agreement, and the exhibits reference herein, sets forth the entire agreement, and supersedes any and all prior agreements of the parties with respect to the transactions set forth herein. Neither party shall be bound by, and each party specifically objects to, any term, conditions or other provisions which are different from or in which is proffered by the other party in any correspondence or other document, unless the party to be bound thereby specifically agrees to such provision in writing.
8.12 No Party Deemed Drafter. In the event that any provision hereof is construed by a court of law or equity or an arbitrator, no provision herein shall be construed more harshly against either party as drafter.