Terms & Conditions

CLOUDNC
TERMS OF USE AGREEMENT
Last Updated Date: [28/02/2024]

‍Welcome and thank you for your interest in CloudNC Limited. CloudNC incorporated and registered in England and Wales with CloudNC number 09821257 whose registered office is at 1 Norton Folgate, London, United Kingdom, E1 6DB (“CloudNC”). This Terms of Use Agreement (“Terms of Use”, and together with any applicable Supplemental Terms (as defined in Section 1.2), the “Agreement”) describes the terms and conditions that apply to Customer’s use of (i) the proprietary cloud-based software-as-a-service platform including (i) the software known as “CAM Assist”, the software known as “Cutting Parameters Explorer”, and the software known as “Soft Jaw Designer” (collectively, the “Platform”), (ii) any downloadable software application(s) that CloudNC offers subject to these Terms of Use (each, an “Application”), and (iii) the services, content, and other resources available on or enabled via CloudNC’s Platform or any Application, including associated documentation made available by CloudNC from time to time (“Documentation”) (collectively, with CloudNC’s Applications and Platform, the “Service”).  Customer’s proper use of the Service will generate downloadable content that may include tool pathway strategies and other manufacturing recommendations in G-code or other compatible format (“Results”).

Please read this Agreement carefully.  This Agreement governs the use of the Service and applies to all users accessing the Service.  By accessing or using the Service in any way, accepting this Agreement by clicking on the “I accept” button (or similar button indicating agreement), completing the account registration process, or downloading an Application, Customer represents that: (1) it has read, understood, and agrees to be bound by this Agreement; and (2) the person first accessing or using the Service in any way, accepting this Agreement, completing the account registration process, or downloading an Application has the authority to perform these actions on behalf of the entity identified in the account registration process.  All references to “Customer” in this Agreement will be deemed to refer to such entity.  If Customer does not agree to be bound by the Terms of Use, Customer may not access or use the Service.

The Platform, the Applications and the Services are business products and/or services and are not directed at, nor intended for use or consumption by, persons acting in a personal capacity as consumers.  Accordingly, CloudNC recommend that, if you are acting in a personal capacity as a consumer, you leave the Platform immediately, do not download or continue to download any Application and do not access or use the Service.

If Customer chooses a free limited trial option to access the Service that CloudNC may in CloudNC’s discretion make available to Customer (“Limited Trial Period”), then Customer’s access to the Service will automatically terminate at the end of the Limited Trial Period unless Customer subscribes to a paid-for subscription before the end of the Limited Trial Period.

If Customer subscribes to the Service on a paid-for basis for a term (“Initial Term”), then Customer’s subscription will be automatically renewed for additional periods of the same duration as the Initial Term (each a “Renewal Term”, and collectively with the Initial Term and, if applicable, the Limited Trial Period, the “Term”) at CloudNC’s then-current fee for such features and functionality unless Customer declines to renew its subscription in accordance with Section 4.3 (automatic renewal) below.

1. USE OF THE SERVICE.  The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws.

1.1 Licence.  Subject to Customer’s compliance with this Agreement, CloudNC grants Customer a limited, non-exclusive, personal, non-transferable, non-sublicensable, revocable licence to download, install and use one copy of the Application on a single Device (as defined in Section 1.4) that Customer owns or controls and to run such copy of the Application  in the country indicated in the Registration Data (as defined in Section 2.3) (“Country”) solely to access the Platform for Customer’s own internal business purposes. Any copying or redistribution of the Platform, the Application or the Documentation is prohibited save that Customer may transfer the Application and its associated unique licence key between Devices that Customer owns or controls provided that only a single copy (and licence key) may be in use at any given time. The foregoing licence will terminate if this Agreement terminates for any reason, and will also terminate immediately without any further action by CloudNC if Customer breaches any of the terms of this Agreement. Any “open source” or “free software” components owned by third parties that are comprised in the Service are licensed under the terms of the end-user licence that accompanies such components.  

1.2 Certain Restrictions.  Except as expressly permitted in this Agreement, the rights granted to Customer in this Agreement and the Customer’s access to and use of the Service are subject to the conditions that the Customer shall:

(a) not use the Service (or any part thereof) in any manner or for any purpose that is inconsistent with this Agreement;
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(b) not use the Service (or any part thereof) for the purpose of synthetic data generation of the Results or indeed any platform data. For the avoidance of doubt, this includes but is not limited to scripted, repeated or synthetic data generation of: i) toolpath, machining processes and wider machining strategies; ii) machine data and use recommendations; iii) tool data and use recommendations; iv) cutting parameter data recommendations and associations; 

(c) not use the Service (or any part thereof) to create, market or distribute any product or service that is competitive with the Service or any part of the Service whether by way of model extraction, model inference attack, model inversion attack or otherwise; 

(d) Notwithstanding Sections 1.2b and 1.2c, not use the Results or any platform data as training data or for the purpose of driving mathematical models; training Machine Learning models or wider Artificial Intelligence models; and acknowledges and agrees this is expressly forbidden.

(e) not introduce to the Service any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” or “worm” (as such terms are commonly understood in the software industry) or any other equivalent code, software routine or instructions designed or intended to disrupt, disable, harm or otherwise impede in any manner the operation of the Service or any device or system owned or controlled by CloudNC or any third party, or which otherwise may damage or destroy any data or file; 

(f) not re-use, disseminate, copy, or otherwise use the Service (or any part thereof) in a way that infringes, misappropriates, or violates any intellectual property rights or other right of CloudNC or any third party;

(g) or not interfere with the proper working of the Service; 

(h) not circumvent, disable, or interfere with security-related features of the Service or features that prevent or restrict use, access to, or copying the Service, or that enforce limitations on use of the Service;

(i) not impose (or act in a manner that may impose, in CloudNC’s sole discretion) an unreasonable or disproportionately large load on the Service, e.g. by seeking to upload to the Platform large volumes of parts in short periods of time;

(j) not cause the Service or any part in any way to be disassembled, decompiled, reverse-engineered, or otherwise attempt to derive the source code or algorithms in the Service, except to the extent permitted by applicable law (and in this case, provided that Customer must first request such information from CloudNC, and CloudNC may either provide such information or impose reasonable conditions, including a fee, on such use to ensure that CloudNC’s intellectual property rights are protected), or workaround any technical information in the Platform, nor shall any attempt to do any of the foregoing be undertaken or permitted; 

(k) not make the Service or any part available for access or use by any person or entity other than Customer’s employees;

(l) not rent, lease, loan or sell access to the Service or any part to any third-party or provide it as a service bureau;

(m) comply with instructions and recommendations associated with the use of the Platform set out in the Documentation;

(n) not copy or otherwise reproduce, translate, port, modify or make derivative works of the Service or any part;

(o) not use the Service for any purpose that is prohibited by this Agreement or by applicable law;

(p) not remove or destroy any copyright notices or other proprietary markings contained on or in the Service;

(q) not use the Service or any part in connection with the manufacture of military or dual use goods or goods that otherwise require a licence in order for the goods to be exported from the Country; and

(r) not publish any performance or benchmark tests or analysis related to the Service or any part.

1.3 Supplemental Terms.  Customer’s use of, and participation in, certain features and functionality of the Service may be subject to additional terms (“Supplemental Terms”).  Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to Customer for Customer’s acceptance when Customer signs up to use the supplemental Service.  If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service. 

1.4 Updates.  Customer understands that the Service is evolving.  As a result, CloudNC may require Customer to install updates to the Applications that Customer has installed on the physical devices through which Customer accesses or uses the Service (“Device”). Customer acknowledges and agrees that CloudNC may update the Service with or without notifying Customer. Customer may need to update third-party software from time to time in order to continue to use the Service.  Any future release, update or other addition to the Service shall be subject to this Agreement.  

1.5 Parts and Tooling Data. In order for CloudNC to configure the Platform and to enable the generation of the Results, Customer shall provide to CloudNC such information as CloudNC may request relating to (i) the tools/tooling and equipment used and intended to be used ; and (ii) the types of parts manufactured by Customer (“Parts and Tooling Data”). Customer undertakes to ensure that all tools/tooling and other equipment used and intended to be used by Customer in connection with the use of the Results is and remains in good repair and properly maintained, and in all respects matches the specification and operating condition reported to CloudNC in the Parts and Tooling Data.

1.6 Customer Data. Customer may upload Customer Data to the Platform. Customer remains responsible for any Customer Data, and shall not upload any Customer Data which: (a) violates any applicable law; or (b) infringes the rights (including intellectual property rights) of any third-party.  Customer hereby grants CloudNC a non-exclusive, irrevocable, worldwide, fully-paid, royalty-free, sublicensable (through multiple tiers of sublicensees), perpetual licence to use, copy, adapt, prepare derivative works from, and translate the Customer Data and the Results for the purpose of operating and improving the Platform and/or the Services for other users and/or the underlying technologies.  Customer represents to CloudNC on an ongoing basis that it has the necessary rights, power, consents and authority to transmit Customer Data to CloudNC under this Agreement and to grant CloudNC such licence to use Customer Data. In this Agreement, “Customer Data” means any data, media, information or other content that is: (a) inputted by Customer into the Platform or the Services; or (b) otherwise provided by or on behalf of Customer to CloudNC under or in connection with this Agreement, including the Parts and Tooling Data, and Registration Data (as defined in Section 2.3).

1.7 Customer Dependencies.  In order to permit CloudNC to provide Customer with access to the Service in accordance with the terms of this Agreement, Customer shall ensure that:

(a) it has installed, and accesses the Service via, a supported version of the internet browsers and operating systems that are listed in the Documentation as supported by CloudNC from time to time; 

(b) it has an internet connection with adequate bandwidth to access and use the CloudNC Technology;

(c) it shall implement and maintain effective security policies and procedures to prevent unauthorised disclosure of licence key(s) and unauthorised access to the Service;

(d) it has deployed all software updates made available by CloudNC; and

CloudNC shall be relieved from any failure to comply with its obligations to provide access to the Service, if and to the extent that such failure was caused by Customer’s failure to meet any obligation or dependency on Customer outlined above.

1.8 Storage of Customer Data.  CloudNC has no obligation to store any Customer Data even if the Service provides the functionality allowing Customer to input such data.  CloudNC has no responsibility or liability for the storage, retention, deletion, integrity or accuracy of any Customer Data.  

1.9 Data Privacy.  Each Party agrees that it shall comply with its respective obligations under applicable privacy and data protection legislation in its performance of this Agreement.

1.10 Confidentiality. Without prejudice to Section 1.3, each Party agrees that it shall not at any time disclose to any person any Confidential Information of the other Party. “Confidential Information” means any and all technical and non-technical information provided by one Party to the other, and includes without limitation, ideas, techniques, sketches, drawings, models, inventions, know-how, processes, algorithms, software programmes, and information related to the current, future, and proposed products and services of a Party; and also includes with respect to (a) CloudNC, the Platform, the Documentation and the Services; and (b) Customer, the Parts and Tooling Data. Neither Party will have obligations under this Agreement with respect to any Confidential Information which: (i) at the time of its disclosure was in the public domain; (ii) after disclosure came into the public domain for any reason except the failure of the receiving Party to comply with the terms of this Agreement; (iii) was lawfully in the receiving Party’s possession prior to such disclosure; (iv) was subsequently communicated to the receiving Party from a third party without obligations of confidentiality. A Party may disclose certain Confidential Information, without breaching the terms of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction.

2. REGISTRATION.

2.1 Registering An Account.  In order to access certain features of the Service, Customer may be required to register an account on the Service (“Account”), including having valid credentials with a third party computer-aided manufacturing (CAM) system or service that is recognised by CloudNC as compatible with the Platform, and through which Customer can connect to the Service, as permitted by the Service (each such third party credentials being, a “Third-Party Account”).

2.2 Third-Party Accounts.  The Service will require Customer to provide information about its relevant Third-Party Account in order for CloudNC to validate Customer’s Third-Party Account.  Customer represents that Customer is entitled to disclose Customer’s Third-Party Account login information to CloudNC and/or grant CloudNC access to Customer’s Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by Customer of any of the terms and conditions that govern Customer’s use of the applicable Third-Party Account and without obligating CloudNC to pay any fees or making CloudNC subject to any usage limitations imposed by such third-party service providers. Customer has the ability to disable the connection between Customer’s Account and Customer’s Third-Party Accounts at any time by accessing the “Settings” section of the Service.  Customer’s relationship with the third-party service providers associated with Customer’s Third-Party Accounts is governed solely by Customer’s agreement(s) with such third-party service providers.

2.3 Registration Data.  In registering an Account on the Service, Customer shall (i) provide true, accurate, current, and complete information about Customer as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If Customer provides any information that is untrue, inaccurate, incomplete or not current, or CloudNC has reasonable grounds to suspect that any information Customer provides is untrue, inaccurate, incomplete or not current, CloudNC has the right to suspend or terminate Customer’s Account and refuse any and all current or future use of the Service (or any portion thereof). Customer may not share Customer’s Account or licence key with anyone, and Customer agrees to notify CloudNC immediately of any unauthorised use of Customer’s licence key or any other breach of security. Customer is responsible for all activities that occur under Customer’s Account. 

3. OWNERSHIP.

3.1 The Service.  Except with respect to Customer Data, Customer agrees that CloudNC and its suppliers or licensors own all rights, title and interest in the Service (including but not limited to, the Platform, the Application  and the Documentation), and any content that appears on or in the Service.  Customer shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in the Service.

3.2 CloudNC Trademarks.  CloudNC’s name and other related graphics, logos, service marks and trade names used on or in connection with the CloudNC Properties are the trademarks of CloudNC and may not be used without permission in connection with any third-party product or services.  Other trademarks, service marks and trade names that may appear on or in the CloudNC Properties are the property of their respective owners.

3.3 Customer Data; Results. CloudNC agrees that Customer owns all rights, title and interest in and to Customer Data and the Results. CloudNC hereby assigns to Customer all of its rights, title and interest in and to the Customer Data and Results.

3.4 Feedback. If Customer provides to CloudNC information regarding the Services’ performance, function and use including with respect to any errors, problems, defects or suggestions for changes and improvements to the Services (collectively, “Feedback”), then Customer hereby assigns to CloudNC all of its rights, title and interest in and to the Feedback, and agrees that CloudNC shall have the right (but not the obligation) to use such Feedback and related information in any manner it deems appropriate.

4. FEES AND PURCHASE TERMS.

4.1 Third-Party Service Provider.  The CloudNC uses Stripe, Inc. and its affiliates (or such other entity as CloudNC may notify from time to time) as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Service Provider”).  If Customer makes a purchase on the Service, Customer will be required to provide its payment details and any additional information required to complete Customer’s order directly to CloudNC’s Third-Party Service Provider.  Please note that online payment transactions may be subject to validation checks by CloudNC’s Third-Party Service Provider and Customer’s card issuer, and CloudNC is not responsible if Customer’s card issuer declines to authorise payment for any reason.  For Customer’s protection, CloudNC’s Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and Customer authorises it to verify and authenticate Customer’s payment information.  Customer’s card issuer may charge Customer an online handling fee or processing fee.  CloudNC is not responsible for this.  In some jurisdictions, CloudNC’s Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

4.2 Payment.  Customer shall pay all fees or charges (“Fees”) to Customer’s Account in accordance with the Fees, charges and billing terms in effect at the time a Fee is due and payable.  By providing CloudNC and/or CloudNC’s Third-Party Service Provider with Customer’s payment information, Customer agrees that CloudNC and/or CloudNC’s Third-Party Service Provider is authorised to immediately (and again at the beginning of any subsequent Subscription period) invoice Customer’s Account for all Fees due and payable to CloudNC hereunder and that no additional notice or consent is required.  Customer shall immediately notify CloudNC of any change in Customer’s payment information to maintain its completeness and accuracy.  Customer’s failure to provide accurate payment information to CloudNC and/or CloudNC’s Third-Party Service Provider or CloudNC’s inability to collect payment constitutes Customer’s material breach of this Agreement.  Except as set forth in this Agreement, all Fees for the Service are non-refundable.

4.3 Subscriptions.  If Customer purchases access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), the Fee for such Subscription (“Service Subscription Fee”) will be billed at the start of the Subscription (“Subscription Service Commencement Date”) and at regular intervals in accordance with Customer’s elections at the time of purchase.  CloudNC reserves the right to change the Subscription pricing at any time in accordance with Section 9.4 (Agreement Updates) with any such change to take effect for Customer upon the next renewal of Customer’s Subscription.  If changes to the Subscription price occur that impact Customer’s Subscription, CloudNC will use commercially reasonable efforts to notify Customer, such as by sending an email to the email address associated with Customer’s Account.  If Customer does not agree with such changes, Customer may elect not to renew its Subscription as set forth in Section 4.3(a)(i).

(a) Automatic Renewal.  If Customer elects to purchase a Subscription, Customer’s Subscription will continue and automatically renew at CloudNC’s then-current price for such Subscription until terminated in accordance with this Agreement.  The frequency at which Customer’s Subscription renews (i.e., weekly, monthly, annually, etc.) will be designated at the time Customer signs up for the Subscription and may be modified by Customer via Customer’s Account settings. Upon renewal of Customer’s Subscription, if CloudNC does not receive payment, (i) Customer shall pay all amounts due on Customer’s Account upon demand and/or (ii) Customer agrees that CloudNC may either terminate or suspend Customer’s Subscription and continue to attempt to charge Customer’s designated payment method until payment is received (upon receipt of payment, Customer’s Account will be activated and for purposes of automatic renewal, Customer’s new Subscription commitment period will begin as of the day payment was received).

(i) Cancelling Subscriptions.  If Customer does not wish its Account to renew automatically, or if Customer wants to change or terminate its Subscription, Customer must contact CloudNC via designated support links in the Service or at camassist@cloudnc.com. 

(ii) Effect of Cancellation.  If Customer cancels its Subscription, Customer may use its Subscription until the end of its then-current Subscription term; Customer’s Subscription will not be renewed after its then-current term expires.  However, Customer will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription period. 

(b) Upgrades and Downgrades.  If Customer chooses to upgrade its Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental Fees associated with such upgrade will be charged in accordance with this Agreement.  In any future Renewal Term, the Fees will reflect any such upgrades.  If Customer chooses to downgrade a Subscription, the downgrade will take effect as of the first day of the next Renewal Term.  Downgrading a Subscription may cause loss of content, features, or capacity of the Services as available, and CloudNC does not accept any liability for such loss.

‍4.4 Taxes.    If CloudNC determines it has a legal obligation to collect Sales Tax (as defined below) from Customer in connection with this Agreement, CloudNC shall collect such Sales Tax in addition to the Fees. If any payments for the Service or part thereof are subject to any Sales Tax in any jurisdiction and Customer has not remitted the applicable Sales Tax to CloudNC, Customer shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and Customer shall indemnify CloudNC for any liability or expense CloudNC may incur in connection with such Sales Taxes.  Upon CloudNC’s request, Customer will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that Customer has paid all applicable taxes.  For purposes of this section, “Sales Tax” means any “value added”, sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

‍4.5 Withholding Taxes.  Customer shall make all payments of Fees to CloudNC free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments of Fees to CloudNC shall be Customer’s sole responsibility, and Customer shall provide CloudNC with official receipts issued by the appropriate taxing authority, or such other evidence as CloudNC may reasonably request, to establish that such taxes have been paid.

5. INDEMNIFICATION.  Customer shall indemnify and hold CloudNC, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “CloudNC Party” and collectively, the “CloudNC Parties”) harmless from any losses, costs, damages, liabilities actions, proceedings and expenses (including reasonable legal and professional fees and disbursements and costs of investigation, litigation, settlement, judgement, interest and penalties) arising from or in connection with (i) any use of the Service or any part thereof not in accordance with this Agreement; (ii) any use of the Results by Customer or any third party; and (iii) any failure by Customer or its employees, consultants or agents to comply with the restrictions set out in Section 1.2. CloudNC reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by Customer, in which event Customer will fully cooperate with CloudNC in asserting any available defences.  

6. WARRANTY AND DISCLAIMER.

6.1 Warranty.  CloudNC warrants that the Service will conform in all material respects to the Documentation.

6.2 Disclaimer. Save as stated in Section 6.1, CloudNC makes and offers no representations, warranties, terms or conditions of any kind, whether oral, statutory, express, implied, by course of communication or dealing or otherwise. CloudNC specifically disclaims any warranty, term or condition with regard to satisfactory quality, fitness for a particular purpose, non-infringement of third-party rights, completeness, truthfulness, accuracy, reliability, performance, or any other qualities or attributes.  Without limiting the generality of the foregoing, CloudNC does not warrant that the Platform or the Results will be error-free or will operate without interruption, and CloudNC grants no warranty regarding its use or the Results generated therefrom. CloudNC shall not be responsible for reviewing or attempting to verify the accuracy or currency of any Results generated in Customer’s use of the Platform, and Customer uses the CloudNC Service and the Results at its own risk.  Results are generated on the assumption that all tools/tooling and other equipment used and intended to be used by Customer in connection with the use of the Results (i) is and remains in good repair and properly maintained, and (ii) in all respects matches the specification and operating condition reported to CloudNC in the Parts and Tooling Data.

7. LIMITATION OF LIABILITY.

7.1 Obligation to Pay Sums Due. Nothing in this Agreement limits or excludes liability of Customer to pay CloudNC any sums due under this Agreement.

7.2 This Section 7 sets out CloudNC’s entire financial liability to the Customer:

(a) arising under or in connection with this Agreement;

(b) in respect of any use made by the Customer of the Service or any part of it; and

(c) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

7.3 Nothing in this Agreement limits or excludes the liability of either party for: 

(d) death or personal injury caused by its negligence; 

(e) fraud or fraudulent misrepresentation; 

(f) the indemnity under Section 5; or

(g) any other act, omission, or liability which may not be limited or excluded by applicable law.

7.4 Subject to Section 7.3, CloudNC shall not in any circumstances be liable to Customer whether in contract, tort (including for negligence), breach of statutory duty (howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:

(h) any consequential or indirect loss;

(i) any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;

(j) any loss or corruption of data or information (whether direct or indirect);

(k) any loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); 

(l) the Customer’s failure to comply with any applicable law, regulation or code of best practice as a result of, or in relation to, its use of the Service;any loss or liability (whether direct or indirect) arising as a result of Customer’s, or any third party’s use of, or reliance upon, the Results.

7.5 Subject to the remainder of this Section 7, CloudNC’s total aggregate liability (whether in contract (including indemnity), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise) arising under or in connection with the performance or contemplated performance of this Agreement, shall under no circumstances exceed one hundred per cent (100%) of all Fees paid by Customer pursuant to and in accordance with this Agreement. 

8. TERM AND TERMINATION.

8.1 Term.  This Agreement commences on the date when Customer accepts this Agreement (as described in the preamble above), and continues in full force and effect while Customer uses the Service until the end of the Term, unless terminated earlier in accordance with this Agreement.

8.2 Termination by CloudNC or Customer. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party:

(a) commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so; or

(b) becomes insolvent or unable to pay its debts (as defined in section 123 of the Insolvency Act 1986), proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets, suffers the presentation of any petition, the making of any order shall or the passing of any resolution for its winding up (except for the purposes of a bona fide solvent amalgamation or reconstruction), bankruptcy or dissolution, otherwise proposes or enters into any composition or arrangement with its creditors or any class of them, ceases to carry on business or claims the benefit of any statutory moratorium, or undergoes any similar or equivalent process in any jurisdiction.

8.3 The Parties acknowledge and agree that failure by Customer either (a) to pay any sums when due or (b) of Section 1.2, shall constitute a “material breach” for the purposes of Section 8.2.

8.4 Effect of Termination. Upon expiry or termination of this Agreement: (a) any and all licences, permissions and authorisations granted to Customer by CloudNC under this Agreement will terminate automatically; (b) Customer will return to CloudNC or delete (at CloudNC’s discretion) any copies of the Platform, the Application and the Documentation or parts thereof in its possession or control within 10 business days of termination of expiry; (c) each Party will promptly return all Confidential Information received from the other Party, together with all copies, or certify in writing that all such Confidential Information and copies thereof have been destroyed; and (d) any provision of this Agreement that either expressly or by implication is intended to come into or continue in force on or after expiry or termination of this Agreement shall remain in full force and effect. Any obligation to return, destroy or permanently erase Confidential Information outlined in this Section 9.5 shall not apply: (x) in respect of any licence under Section 1.6; (y) in respect of one (1) copy of the Customer Data, that CloudNC may be entitled to retain as necessary to comply with any legal, regulatory, judicial, audit, or internal compliance requirements; and (z) to any Confidential Information or Customer Data that is retained by CloudNC on electronic back-up media made in the ordinary course of business and from which it cannot readily be isolated from other information and deleted, provided that, in each case, the applicable provisions of this Agreement relating to Confidential Information shall continue to apply to any such Confidential Information and/or Customer Data. 

9. GENERAL PROVISIONS.

9.1 Entire Agreement.  The Agreement constitutes the entire agreement and understanding between the Parties relating to the matters contemplated by this Agreement and supersedes all previous agreements (if any and whether in writing or not) between the parties in relation to such matters. The parties acknowledge and agree that, except as otherwise expressly provided for in this Agreement, they are not entering into this Agreement on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral, written, expressed or implied) made, given, or agreed to by any person (whether a party to this Agreement or not) in relation to the subject matter of this Agreement, provided that nothing in this Agreement shall exclude any party from liability for fraud or fraudulent misrepresentation.

9.2 Assignment.  The Agreement, and Customer’s rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by Customer without CloudNC’s prior written consent.  CloudNC may, without Customer’s consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licences granted under this Agreement.  Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

9.3 Force Majeure.  CloudNC shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labour or materials (“Force Majeure Event”).  If a Force Majeure Event occurs that affects CloudNC’s performance of its obligations under this Agreement: (i) CloudNC will contact Customer as soon as reasonably possible to notify Customer; and (ii) CloudNC’s obligations under this Agreement will be suspended and the time for CloudNC’s performance of its obligations will be extended for the duration of the Force Majeure Event.  Customer may cancel the Service affected by a Force Majeure Event which has continued for more than 30 days. 

9.4 Agreement Updates.  When changes are made, CloudNC will make a new copy of this Terms of Use and/or Supplemental Terms, as applicable, available on the Service, and CloudNC will also update the “Last Updated” date at the top of this Agreement.  Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and upon renewal  for users with an Account.  CloudNC may require Customer to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. Customer’s continued use of the Service after receiving a notice of such change(s), constitutes Customer’s agreement to such change(s). 

9.5 Governing Law and Jurisdiction. The Agreement and all matters arising from it (including any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation) shall be governed by, and construed in accordance with the laws of England and Wales.  In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement (including, without limitation, any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation), each party irrevocably submits to the exclusive jurisdiction of the courts of England.

9.6 Notice.  Where CloudNC requires that Customer provide an email address, Customer is responsible for providing CloudNC with a valid and current email address.  In the event that the email address Customer provides to CloudNC is not valid, or for any reason is not capable of delivering to Customer any notices required by this Agreement, CloudNC’s dispatch of the email containing such notice will nonetheless constitute effective notice.  Customer may give notice to CloudNC at the following address: cam-assist@cloudnc.com.  Such notice shall be deemed given when received by CloudNC by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

9.7 Waiver.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

9.8 Severability.  If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

9.9 Relationship and Publicity.  Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of the other party, or authorise any party to make or enter into any commitments for or on behalf of the other party. Customer acknowledges and agrees that CloudNC may include Customer’s name and a description of the technology and services provided to Customer under this Agreement, in case study marketing content, lists of or references to any of CloudNC’s clients on its website and/or in proposals, and in other marketing materials.

9.10 Export Control.  Customer may not use, export, import, or transfer the Service except as authorised by UK or U.S. law, the laws of the jurisdiction in which Customer obtained the Service, and any other applicable laws.  In particular, but without limitation, the Service may not be exported or re-exported (i) into any United Kingdom or United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Service, Customer represents and warrants that (A) Customer is not located in a country that is subject to a UK or U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (B) Customer is not listed on any U.S. Government list of prohibited or restricted parties.  Customer also will not use the Service for any purpose prohibited by UK or U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. Customer acknowledges and agrees that products, services or technology provided by CloudNC are subject to the export control laws and regulations of the United States and the United Kingdom.  

9.11 Third-Party Rights.  A third party who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement.

CLOUDNC
TERMS OF USE AGREEMENT - REGULATED ENVIRONMENTS
Last Updated Date: [05/10/2024]

‍Welcome and thank you for your interest in CloudNC Limited. CloudNC incorporated and registered in England and Wales with CloudNC number 09821257 whose registered office is at 1 Norton Folgate, London, United Kingdom, E1 6DB (“CloudNC”). This Terms of Use Agreement (“Terms of Use”, and together with any applicable Supplemental Terms (as defined in Section 1.2), the “Agreement”) describes the terms and conditions that apply to Customer’s use of (i) the proprietary cloud-based software-as-a-service platform including (i) the software known as “CAM Assist”, the software known as “Cutting Parameters Explorer”, and the software known as “Soft Jaw Designer” (collectively, the “Platform”), (ii) any downloadable software application(s) that CloudNC offers subject to these Terms of Use (each, an “Application”), and (iii) the services, content, and other resources available on or enabled via CloudNC’s Platform or any Application, including associated documentation made available by CloudNC from time to time (“Documentation”) (collectively, with CloudNC’s Applications and Platform, the “Service”).  Customer’s proper use of the Service will generate downloadable content that may include tool pathway strategies and other manufacturing recommendations in G-code or other compatible format (“Results”).

Please read this Agreement carefully.  This Agreement governs the use of the Service and applies to all users accessing the Service.  By accessing or using the Service in any way, accepting this Agreement by clicking on the “I accept” button (or similar button indicating agreement), completing the account registration process, or downloading an Application, Customer represents that: (1) it has read, understood, and agrees to be bound by this Agreement; and (2) the person first accessing or using the Service in any way, accepting this Agreement, completing the account registration process, or downloading an Application has the authority to perform these actions on behalf of the entity identified in the account registration process.  All references to “Customer” in this Agreement will be deemed to refer to such entity.  If Customer does not agree to be bound by the Terms of Use, Customer may not access or use the Service.

The Platform, the Applications and the Services are business products and/or services and are not directed at, nor intended for use or consumption by, persons acting in a personal capacity as consumers.  Accordingly, CloudNC recommend that, if you are acting in a personal capacity as a consumer, you leave the Platform immediately, do not download or continue to download any Application and do not access or use the Service.

If Customer chooses a free limited trial option to access the Service that CloudNC may in CloudNC’s discretion make available to Customer (“Limited Trial Period”), then Customer’s access to the Service will automatically terminate at the end of the Limited Trial Period unless Customer subscribes to a paid-for subscription before the end of the Limited Trial Period.

If Customer subscribes to the Service on a paid-for basis for a term (“Initial Term”), then Customer’s subscription will be automatically renewed for additional periods of the same duration as the Initial Term (each a “Renewal Term”, and collectively with the Initial Term and, if applicable, the Limited Trial Period, the “Term”) at CloudNC’s then-current fee for such features and functionality unless Customer declines to renew its subscription in accordance with Section 4.3 (automatic renewal) below.

1. USE OF THE SERVICE.  The Service and the information and content available on the Service are protected by applicable intellectual property (including copyright) laws.

1.1 Licence.  Subject to Customer’s compliance with this Agreement, CloudNC grants Customer a limited, non-exclusive, personal, non-transferable, non-sublicensable, revocable licence to download, install and use one copy of the Application on a single Device (as defined in Section 1.4) that Customer owns or controls and to run such copy of the Application  in the country indicated in the Registration Data (as defined in Section 2.3) (“Country”) solely to access the Platform for Customer’s own internal business purposes. Any copying or redistribution of the Platform, the Application or the Documentation is prohibited save that Customer may transfer the Application and its associated unique licence key between Devices that Customer owns or controls provided that only a single copy (and licence key) may be in use at any given time. The foregoing licence will terminate if this Agreement terminates for any reason, and will also terminate immediately without any further action by CloudNC if Customer breaches any of the terms of this Agreement. Any “open source” or “free software” components owned by third parties that are comprised in the Service are licensed under the terms of the end-user licence that accompanies such components.  

1.2 Certain Restrictions.  Except as expressly permitted in this Agreement, the rights granted to Customer in this Agreement and the Customer’s access to and use of the Service are subject to the conditions that the Customer shall:

(a) not use the Service (or any part thereof) in any manner or for any purpose that is inconsistent with this Agreement;
‍
(b) not use the Service (or any part thereof) for the purpose of synthetic data generation of the Results or indeed any platform data. For the avoidance of doubt, this includes but is not limited to scripted, repeated or synthetic data generation of: i) toolpath, machining processes and wider machining strategies; ii) machine data and use recommendations; iii) tool data and use recommendations; iv) cutting parameter data recommendations and associations; 

(c) not use the Service (or any part thereof) to create, market or distribute any product or service that is competitive with the Service or any part of the Service whether by way of model extraction, model inference attack, model inversion attack or otherwise; 

(d) Notwithstanding Sections 1.2b and 1.2c, not use the Results or any platform data as training data or for the purpose of driving mathematical models; training Machine Learning models or wider Artificial Intelligence models; and acknowledges and agrees this is expressly forbidden.

(e) not introduce to the Service any “back door,” “drop dead device,” “time bomb,” “Trojan horse,” “virus,” or “worm” (as such terms are commonly understood in the software industry) or any other equivalent code, software routine or instructions designed or intended to disrupt, disable, harm or otherwise impede in any manner the operation of the Service or any device or system owned or controlled by CloudNC or any third party, or which otherwise may damage or destroy any data or file; 

(f) not re-use, disseminate, copy, or otherwise use the Service (or any part thereof) in a way that infringes, misappropriates, or violates any intellectual property rights or other right of CloudNC or any third party;

(g) or not interfere with the proper working of the Service; 

(h) not circumvent, disable, or interfere with security-related features of the Service or features that prevent or restrict use, access to, or copying the Service, or that enforce limitations on use of the Service;

(i) not impose (or act in a manner that may impose, in CloudNC’s sole discretion) an unreasonable or disproportionately large load on the Service, e.g. by seeking to upload to the Platform large volumes of parts in short periods of time;

(j) not cause the Service or any part in any way to be disassembled, decompiled, reverse-engineered, or otherwise attempt to derive the source code or algorithms in the Service, except to the extent permitted by applicable law (and in this case, provided that Customer must first request such information from CloudNC, and CloudNC may either provide such information or impose reasonable conditions, including a fee, on such use to ensure that CloudNC’s intellectual property rights are protected), or workaround any technical information in the Platform, nor shall any attempt to do any of the foregoing be undertaken or permitted; 

(k) not make the Service or any part available for access or use by any person or entity other than Customer’s employees;

(l) not rent, lease, loan or sell access to the Service or any part to any third-party or provide it as a service bureau;

(m) comply with instructions and recommendations associated with the use of the Platform set out in the Documentation;

(n) not copy or otherwise reproduce, translate, port, modify or make derivative works of the Service or any part;

(o) not use the Service for any purpose that is prohibited by this Agreement or by applicable law;

(p) not remove or destroy any copyright notices or other proprietary markings contained on or in the Service;

(q) not use the Service or any part in connection with the manufacture of military or dual use goods or goods requiring an export licence, unless such licences have been duly obtained from relevant authorities. Additionally, the Customer shall ensure compliance with all applicable trade laws and regulations of the United Kingdom, the European Union, the United States, and other relevant jurisdictions resulting from the use of the Service. The Customer represents and warrants that it shall not use the Service or any part in any manner that would contravene these laws and regulations that otherwise require a licence in order for the goods to be exported from the Country; and

(r) not publish any performance or benchmark tests or analysis related to the Service or any part.

1.3 Supplemental Terms.  Customer’s use of, and participation in, certain features and functionality of the Service may be subject to additional terms (“Supplemental Terms”).  Such Supplemental Terms will either be set forth in the applicable supplemental Service or will be presented to Customer for Customer’s acceptance when Customer signs up to use the supplemental Service.  If these Terms of Use are inconsistent with the Supplemental Terms, then the Supplemental Terms control with respect to such supplemental Service. 

1.4 Updates.  Customer understands that the Service is evolving.  As a result, CloudNC may require Customer to install updates to the Applications that Customer has installed on the physical devices through which Customer accesses or uses the Service (“Device”). Customer acknowledges and agrees that CloudNC may update the Service with or without notifying Customer. Customer may need to update third-party software from time to time in order to continue to use the Service.  Any future release, update or other addition to the Service shall be subject to this Agreement.  

1.5 Parts and Tooling Data. In order for CloudNC to configure the Platform and to enable the generation of the Results, Customer shall provide to CloudNC such information as CloudNC may request relating to (i) the tools/tooling and equipment used and intended to be used ; and (ii) the types of parts manufactured by Customer (“Parts and Tooling Data”). Customer undertakes to ensure that all tools/tooling and other equipment used and intended to be used by Customer in connection with the use of the Results is and remains in good repair and properly maintained, and in all respects matches the specification and operating condition reported to CloudNC in the Parts and Tooling Data.

1.6 Customer Data. Customer may upload Customer Data to the Platform. Customer remains responsible for any Customer Data, and shall not upload any Customer Data which: (a) violates any applicable law; or (b) infringes the rights (including intellectual property rights) of any third-party.  Customer hereby permits (and grants any necessary licences to) CloudNC to use, copy, adapt, prepare derivative works from, translate the Customer Data and the Results but only to the limited extent required for the execution of the Services and the provision of the Results to the Customer; and to collect anonymous user- and usage-based metrics for the sole purpose of improving the Platform and/or the Services. Customer represents to CloudNC on an ongoing basis that it has the necessary rights, power, consents and authority to transmit Customer Data to CloudNC under this Agreement and to grant CloudNC such permission and/or licences to use Customer Data but only to the limited extent required for the execution of the Services and the provision of the Results to the Customer. In this Agreement, “Customer Data” means any data, media, information or other content that is: (a) inputted by Customer into the Platform or the Services; or (b) otherwise provided by or on behalf of Customer to CloudNC under or in connection with this Agreement, including the Parts and Tooling Data, and Registration Data (as defined in Section 2.3).

1.7 Customer Dependencies.  In order to permit CloudNC to provide Customer with access to the Service in accordance with the terms of this Agreement, Customer shall ensure that:

(a) it has installed, and accesses the Service via, a supported version of the internet browsers and operating systems that are listed in the Documentation as supported by CloudNC from time to time; 

(b) it has a reliable internet connection with adequate bandwidth to access and use the CloudNC Technology;

(c) it shall implement and maintain effective security policies and procedures to prevent unauthorised disclosure of licence key(s) and unauthorised access to the Service;

(d) it has deployed all software updates made available by CloudNC; and CloudNC shall be relieved from any failure to comply with its obligations to provide access to the Service, if and to the extent that such failure was caused by Customer’s failure to meet any obligation or dependency on Customer outlined above.

1.8 Storage of Customer Data.  CloudNC has no obligation to store any Customer Data even if the Service provides the functionality allowing Customer to input such data.  CloudNC has no responsibility or liability for the storage, retention, deletion, integrity or accuracy of any Customer Data.  

1.9 Data Privacy.  Each Party agrees that it shall comply with its respective obligations under applicable privacy and data protection legislation in its performance of this Agreement.

1.10 Confidentiality. Without prejudice to Section 1.3, each Party agrees that it shall not at any time disclose to any person any Confidential Information of the other Party. “Confidential Information” means any and all technical and non-technical information provided by one Party to the other, and includes without limitation, ideas, techniques, sketches, drawings, models, inventions, know-how, processes, algorithms, software programmes, and information related to the current, future, and proposed products and services of a Party; and also includes with respect to (a) CloudNC, the Platform, the Documentation and the Services; and (b) Customer, the Parts and Tooling Data. Neither Party will have obligations under this Agreement with respect to any Confidential Information which: (i) at the time of its disclosure was in the public domain; (ii) after disclosure came into the public domain for any reason except the failure of the receiving Party to comply with the terms of this Agreement; (iii) was lawfully in the receiving Party’s possession prior to such disclosure; (iv) was subsequently communicated to the receiving Party from a third party without obligations of confidentiality. A Party may disclose certain Confidential Information, without breaching the terms of this Agreement, to the extent such disclosure is required by a valid order of a court or other governmental body having jurisdiction. If the parties executed a separate Non-Disclosure Agreement (“NDA”) then the parties agree that the NDA shall take precedence over this clause and the term of that NDA shall extend until the termination of this Agreement, notwithstanding any earlier termination date set forth in the NDA.

2. REGISTRATION.

2.1 Registering An Account.  In order to access certain features of the Service, Customer may be required to register an account on the Service (“Account”), including having valid credentials with a third party computer-aided manufacturing (CAM) system or service that is recognised by CloudNC as compatible with the Platform, and through which Customer can connect to the Service, as permitted by the Service (each such third party credentials being, a “Third-Party Account”).

2.2 Third-Party Accounts.  The Service will require Customer to provide information about its relevant Third-Party Account in order for CloudNC to validate Customer’s Third-Party Account.  Customer represents that Customer is entitled to disclose Customer’s Third-Party Account login information to CloudNC and/or grant CloudNC access to Customer’s Third-Party Account (including, but not limited to, for use for the purposes described herein) without breach by Customer of any of the terms and conditions that govern Customer’s use of the applicable Third-Party Account and without obligating CloudNC to pay any fees or making CloudNC subject to any usage limitations imposed by such third-party service providers. Customer has the ability to disable the connection between Customer’s Account and Customer’s Third-Party Accounts at any time by accessing the “Settings” section of the Service.  Customer’s relationship with the third-party service providers associated with Customer’s Third-Party Accounts is governed solely by Customer’s agreement(s) with such third-party service providers.

2.3 Registration Data.  In registering an Account on the Service, Customer shall (i) provide true, accurate, current, and complete information about Customer as prompted by the registration form (the “Registration Data”), and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current, and complete. If Customer provides any information that is untrue, inaccurate, incomplete or not current, or CloudNC has reasonable grounds to suspect that any information Customer provides is untrue, inaccurate, incomplete or not current, CloudNC has the right to suspend or terminate Customer’s Account and refuse any and all current or future use of the Service (or any portion thereof). Customer may not share Customer’s Account or licence key with anyone, and Customer agrees to notify CloudNC immediately of any unauthorised use of Customer’s licence key or any other breach of security. Customer is responsible for all activities that occur under Customer’s Account. 

3. OWNERSHIP.

3.1 The Service.  Except with respect to Customer Data, Customer agrees that CloudNC and its suppliers or licensors own all rights, title and interest in the Service (including but not limited to, the Platform, the Application  and the Documentation), and any content that appears on or in the Service.  Customer shall not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in the Service.

3.2 CloudNC Trademarks.  CloudNC’s name and other related graphics, logos, service marks and trade names used on or in connection with the CloudNC Properties are the trademarks of CloudNC and may not be used without permission in connection with any third-party product or services.  Other trademarks, service marks and trade names that may appear on or in the CloudNC Properties are the property of their respective owners.

3.3 Customer Data; Results. CloudNC agrees that Customer owns all rights, title and interest in and to Customer Data and the Results. CloudNC hereby assigns to Customer all of its rights, title and interest in and to the Customer Data and Results.

3.4 Feedback. If Customer provides to CloudNC information regarding the Services’ performance, function and use including with respect to any errors, problems, defects or suggestions for changes and improvements to the Services (collectively, “Feedback”), then Customer hereby assigns to CloudNC all of its rights, title and interest in and to the Feedback, and agrees that CloudNC shall have the right (but not the obligation) to use such Feedback and related information in any manner it deems appropriate.

4. FEES AND PURCHASE TERMS.

4.1 Third-Party Service Provider.  The CloudNC uses Stripe, Inc. and its affiliates (or such other entity as CloudNC may notify from time to time) as its third-party service provider for payment services (e.g., card acceptance, merchant settlement, and related services) (“Third-Party Service Provider”).  If Customer makes a purchase on the Service, Customer will be required to provide its payment details and any additional information required to complete Customer’s order directly to CloudNC’s Third-Party Service Provider.  Please note that online payment transactions may be subject to validation checks by CloudNC’s Third-Party Service Provider and Customer’s card issuer, and CloudNC is not responsible if Customer’s card issuer declines to authorise payment for any reason.  For Customer’s protection, CloudNC’s Third-Party Service Provider uses various fraud prevention protocols and industry standard verification systems to reduce fraud and Customer authorises it to verify and authenticate Customer’s payment information.  Customer’s card issuer may charge Customer an online handling fee or processing fee.  CloudNC is not responsible for this.  In some jurisdictions, CloudNC’s Third-Party Service Provider may use third parties under strict confidentiality and data protection requirements for the purposes of payment processing services.

4.2 Payment.  Customer shall pay all fees or charges (“Fees”) to Customer’s Account in accordance with the Fees, charges and billing terms in effect at the time a Fee is due and payable.  By providing CloudNC and/or CloudNC’s Third-Party Service Provider with Customer’s payment information, Customer agrees that CloudNC and/or CloudNC’s Third-Party Service Provider is authorised to immediately (and again at the beginning of any subsequent Subscription period) invoice Customer’s Account for all Fees due and payable to CloudNC hereunder and that no additional notice or consent is required.  Customer shall immediately notify CloudNC of any change in Customer’s payment information to maintain its completeness and accuracy.  Customer’s failure to provide accurate payment information to CloudNC and/or CloudNC’s Third-Party Service Provider or CloudNC’s inability to collect payment constitutes Customer’s material breach of this Agreement.  Except as set forth in this Agreement, all Fees for the Service are non-refundable.

4.3 Subscriptions.  If Customer purchases access to certain features and functionality of the Services on a time-limited basis (a “Subscription”), the Fee for such Subscription (“Service Subscription Fee”) will be billed at the start of the Subscription (“Subscription Service Commencement Date”) and at regular intervals in accordance with Customer’s elections at the time of purchase.  CloudNC reserves the right to change the Subscription pricing at any time in accordance with Section 9.4 (Agreement Updates) with any such change to take effect for Customer upon the next renewal of Customer’s Subscription.  If changes to the Subscription price occur that impact Customer’s Subscription, CloudNC will use commercially reasonable efforts to notify Customer, such as by sending an email to the email address associated with Customer’s Account.  If Customer does not agree with such changes, Customer may elect not to renew its Subscription as set forth in Section 4.3(a)(i).

(a) Automatic Renewal.  If Customer elects to purchase a Subscription, Customer’s Subscription will continue and automatically renew at CloudNC’s then-current price for such Subscription until terminated in accordance with this Agreement.  The frequency at which Customer’s Subscription renews (i.e., weekly, monthly, annually, etc.) will be designated at the time Customer signs up for the Subscription and may be modified by Customer via Customer’s Account settings. Upon renewal of Customer’s Subscription, if CloudNC does not receive payment, (i) Customer shall pay all amounts due on Customer’s Account upon demand and/or (ii) Customer agrees that CloudNC may either terminate or suspend Customer’s Subscription and continue to attempt to charge Customer’s designated payment method until payment is received (upon receipt of payment, Customer’s Account will be activated and for purposes of automatic renewal, Customer’s new Subscription commitment period will begin as of the day payment was received).

(i) Cancelling Subscriptions.  If Customer does not wish its Account to renew automatically, or if Customer wants to change or terminate its Subscription, Customer must contact CloudNC via designated support links in the Service or at camassist@cloudnc.com. 

(ii) Effect of Cancellation.  If Customer cancels its Subscription, Customer may use its Subscription until the end of its then-current Subscription term; Customer’s Subscription will not be renewed after its then-current term expires.  However, Customer will not be eligible for a prorated refund of any portion of the Service Subscription Fee paid for the then-current Subscription period. 

(b) Upgrades and Downgrades.  If Customer chooses to upgrade its Subscription in the middle of a Subscription period, such upgrade will take effect immediately and any incremental Fees associated with such upgrade will be charged in accordance with this Agreement.  In any future Renewal Term, the Fees will reflect any such upgrades.  If Customer chooses to downgrade a Subscription, the downgrade will take effect as of the first day of the next Renewal Term.  Downgrading a Subscription may cause loss of content, features, or capacity of the Services as available, and CloudNC does not accept any liability for such loss.

‍4.4 Taxes.    If CloudNC determines it has a legal obligation to collect Sales Tax (as defined below) from Customer in connection with this Agreement, CloudNC shall collect such Sales Tax in addition to the Fees. If any payments for the Service or part thereof are subject to any Sales Tax in any jurisdiction and Customer has not remitted the applicable Sales Tax to CloudNC, Customer shall be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and Customer shall indemnify CloudNC for any liability or expense CloudNC may incur in connection with such Sales Taxes.  Upon CloudNC’s request, Customer will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that Customer has paid all applicable taxes.  For purposes of this section, “Sales Tax” means any “value added”, sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

‍4.5 Withholding Taxes.  Customer shall make all payments of Fees to CloudNC free and clear of, and without reduction for, any withholding taxes.  Any such taxes imposed on payments of Fees to CloudNC shall be Customer’s sole responsibility, and Customer shall provide CloudNC with official receipts issued by the appropriate taxing authority, or such other evidence as CloudNC may reasonably request, to establish that such taxes have been paid.

5. INDEMNIFICATION.  Customer shall indemnify and hold CloudNC, its parents, subsidiaries, affiliates, officers, employees, agents, partners, suppliers, and licensors (each, a “CloudNC Party” and collectively, the “CloudNC Parties”) harmless from any losses, costs, damages, liabilities actions, proceedings and expenses (including reasonable legal and professional fees and disbursements and costs of investigation, litigation, settlement, judgement, interest and penalties) arising from or in connection with (i) any use of the Service or any part thereof not in accordance with this Agreement; (ii) any use of the Results by Customer or any third party; and (iii) any failure by Customer or its employees, consultants or agents to comply with the restrictions set out in Section 1.2. CloudNC reserves the right, at its own cost, to assume the exclusive defence and control of any matter otherwise subject to indemnification by Customer, in which event Customer will fully cooperate with CloudNC in asserting any available defences.  

6. WARRANTY AND DISCLAIMER.

6.1 Warranty.  CloudNC warrants that the Service will conform in all material respects to the Documentation.

6.2 Disclaimer. Save as stated in Section 6.1, CloudNC makes and offers no representations, warranties, terms or conditions of any kind, whether oral, statutory, express, implied, by course of communication or dealing or otherwise. CloudNC specifically disclaims any warranty, term or condition with regard to satisfactory quality, fitness for a particular purpose, non-infringement of third-party rights, completeness, truthfulness, accuracy, reliability, performance, or any other qualities or attributes.  Without limiting the generality of the foregoing, CloudNC does not warrant that the Platform or the Results will be error-free or will operate without interruption, and CloudNC grants no warranty regarding its use or the Results generated therefrom. CloudNC shall not be responsible for reviewing or attempting to verify the accuracy or currency of any Results generated in Customer’s use of the Platform, and Customer uses the CloudNC Service and the Results at its own risk.  Results are generated on the assumption that all tools/tooling and other equipment used and intended to be used by Customer in connection with the use of the Results (i) is and remains in good repair and properly maintained, and (ii) in all respects matches the specification and operating condition reported to CloudNC in the Parts and Tooling Data.

7. LIMITATION OF LIABILITY.

7.1 Obligation to Pay Sums Due. Nothing in this Agreement limits or excludes liability of Customer to pay CloudNC any sums due under this Agreement.

7.2 This Section 7 sets out CloudNC’s entire financial liability to the Customer:

(a) arising under or in connection with this Agreement;

(b) in respect of any use made by the Customer of the Service or any part of it; and

(c) in respect of any representation, misrepresentation (whether innocent or negligent), statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.

7.3 Nothing in this Agreement limits or excludes the liability of either party for: 

(d) death or personal injury caused by its negligence; 

(e) fraud or fraudulent misrepresentation; 

(f) the indemnity under Section 5; or

(g) any other act, omission, or liability which may not be limited or excluded by applicable law.

7.4 Subject to Section 7.3, CloudNC shall not in any circumstances be liable to Customer whether in contract, tort (including for negligence), breach of statutory duty (howsoever arising), misrepresentation (whether innocent or negligent), restitution or otherwise, for:

(h) any consequential or indirect loss;

(i) any loss (whether direct or indirect) of profits, business, business opportunities, revenue, turnover, reputation or goodwill;

(j) any loss or corruption of data or information (whether direct or indirect);

(k) any loss (whether direct or indirect) of anticipated savings or wasted expenditure (including management time); 

(l) the Customer’s failure to comply with any applicable law, regulation or code of best practice as a result of, or in relation to, its use of the Service;any loss or liability (whether direct or indirect) arising as a result of Customer’s, or any third party’s use of, or reliance upon, the Results.

7.5 Subject to the remainder of this Section 7, CloudNC’s total aggregate liability (whether in contract (including indemnity), tort (including negligence or breach of statutory duty), misrepresentation (whether innocent or negligent), restitution or otherwise) arising under or in connection with the performance or contemplated performance of this Agreement, shall under no circumstances exceed one hundred per cent (100%) of all Fees paid by Customer pursuant to and in accordance with this Agreement. 

8. TERM AND TERMINATION.

8.1 Term.  This Agreement commences on the date when Customer accepts this Agreement (as described in the preamble above), and continues in full force and effect while Customer uses the Service until the end of the Term, unless terminated earlier in accordance with this Agreement.

8.2 Termination by CloudNC or Customer. Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if the other party:

(a) commits a material breach of any term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of thirty (30) days after being notified to do so; or

(b) becomes insolvent or unable to pay its debts (as defined in section 123 of the Insolvency Act 1986), proposes a voluntary arrangement, has a receiver, administrator or manager appointed over the whole or any part of its business or assets, suffers the presentation of any petition, the making of any order shall or the passing of any resolution for its winding up (except for the purposes of a bona fide solvent amalgamation or reconstruction), bankruptcy or dissolution, otherwise proposes or enters into any composition or arrangement with its creditors or any class of them, ceases to carry on business or claims the benefit of any statutory moratorium, or undergoes any similar or equivalent process in any jurisdiction.

8.3 The Parties acknowledge and agree that failure by Customer either (a) to pay any sums when due or (b) of Section 1.2, shall constitute a “material breach” for the purposes of Section 8.2.

8.4 Effect of Termination. Upon expiry or termination of this Agreement: (a) any and all licences, permissions and authorisations granted to Customer by CloudNC under this Agreement will terminate automatically; (b) Customer will return to CloudNC or delete (at CloudNC’s discretion) any copies of the Platform, the Application and the Documentation or parts thereof in its possession or control within 10 business days of termination of expiry; (c) each Party will promptly return all Confidential Information received from the other Party, together with all copies, or certify in writing that all such Confidential Information and copies thereof have been destroyed; and (d) any provision of this Agreement that either expressly or by implication is intended to come into or continue in force on or after expiry or termination of this Agreement shall remain in full force and effect. Any obligation to return, destroy or permanently erase Confidential Information outlined in this Section 9.5 shall not apply: (x) in respect of any licence under Section 1.6; (y) in respect of one (1) copy of the Customer Data, that CloudNC may be entitled to retain as necessary to comply with any legal, regulatory, judicial, audit, or internal compliance requirements; and (z) to any Confidential Information or Customer Data that is retained by CloudNC on electronic back-up media made in the ordinary course of business and from which it cannot readily be isolated from other information and deleted, provided that, in each case, the applicable provisions of this Agreement relating to Confidential Information shall continue to apply to any such Confidential Information and/or Customer Data. 

9. GENERAL PROVISIONS.

9.1 Entire Agreement.  The Agreement constitutes the entire agreement and understanding between the Parties relating to the matters contemplated by this Agreement and supersedes all previous agreements (if any and whether in writing or not) between the parties in relation to such matters. The parties acknowledge and agree that, except as otherwise expressly provided for in this Agreement, they are not entering into this Agreement on the basis of, and are not relying on and have not relied on, any statement, representation, warranty or other provision (in any case whether oral, written, expressed or implied) made, given, or agreed to by any person (whether a party to this Agreement or not) in relation to the subject matter of this Agreement, provided that nothing in this Agreement shall exclude any party from liability for fraud or fraudulent misrepresentation.

9.2 Assignment.  The Agreement, and Party's rights and obligations hereunder, may not be assigned, subcontracted, delegated or otherwise transferred by Customer without CloudNC’s prior written consent.  CloudNC may, without Customer’s consent, freely assign and transfer this Agreement, including any of its rights, obligations, or licences granted under this Agreement.  Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

9.3 Force Majeure.  CloudNC shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labour or materials (“Force Majeure Event”).  If a Force Majeure Event occurs that affects CloudNC’s performance of its obligations under this Agreement: (i) CloudNC will contact Customer as soon as reasonably possible to notify Customer; and (ii) CloudNC’s obligations under this Agreement will be suspended and the time for CloudNC’s performance of its obligations will be extended for the duration of the Force Majeure Event.  Customer may cancel the Service affected by a Force Majeure Event which has continued for more than 30 days. 

9.4 Agreement Updates.  When changes are made, CloudNC will make a new copy of this Terms of Use and/or Supplemental Terms, as applicable, available on the Service, and CloudNC will also update the “Last Updated” date at the top of this Agreement.  Unless otherwise stated in such update, any changes to this Agreement will be effective immediately for users without an Account and upon renewal  for users with an Account.  CloudNC may require Customer to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. Customer’s continued use of the Service after receiving a notice of such change(s), constitutes Customer’s agreement to such change(s). 

9.5 Governing Law and Jurisdiction. The Agreement and all matters arising from it (including any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation) shall be governed by, and construed in accordance with the laws of England and Wales.  In relation to any legal action or proceedings to enforce this Agreement or arising out of or in connection with this Agreement (including, without limitation, any dispute relating to the existence, validity or termination of this Agreement or any contractual or non-contractual obligation), each party irrevocably submits to the exclusive jurisdiction of the courts of England.

9.6 Notice.  Where CloudNC requires that Customer provide an email address, Customer is responsible for providing CloudNC with a valid and current email address.  In the event that the email address Customer provides to CloudNC is not valid, or for any reason is not capable of delivering to Customer any notices required by this Agreement, CloudNC’s dispatch of the email containing such notice will nonetheless constitute effective notice.  Customer may give notice to CloudNC at the following address: cam-assist@cloudnc.com.  Such notice shall be deemed given when received by CloudNC by letter delivered by nationally recognized overnight delivery service or first class postage prepaid mail at the above address.

9.7 Waiver.  Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

9.8 Severability.  If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

9.9 Relationship and Publicity.  Nothing in this Agreement is intended to, or shall be deemed to, establish any partnership or joint venture between the parties, constitute any party the agent of the other party, or authorise any party to make or enter into any commitments for or on behalf of the other party.

9.10 Export Control.  Customer may not use, export, import, or transfer the Service except as authorised by UK or U.S. law, the laws of the jurisdiction in which Customer obtained the Service, and any other applicable laws.  In particular, but without limitation, the Service may not be exported or re-exported (i) into any United Kingdom or United States embargoed countries, or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Persons List or Entity List. By using the Service, Customer represents and warrants that (A) Customer is not located in a country that is subject to a UK or U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (B) Customer is not listed on any U.S. Government list of prohibited or restricted parties.  Customer also will not use the Service for any purpose prohibited by UK or U.S. law, including the development, design, manufacture or production of missiles, nuclear, chemical or biological weapons. Customer acknowledges and agrees that products, services or technology provided by CloudNC are subject to the export control laws and regulations of the United States and the United Kingdom.  

9.11 Third-Party Rights.  A third party who is not a party to this Agreement has no right under the Contracts (Rights of Third Parties) Act 1999 to enforce any provision of this Agreement.