1. The software application(s) (“Assembly Planning for Onshape”) that you have purchased is developed and sold by an application developer (“DM LinkUp LLC”). The Application is designed specifically to be compatible with the standard platform for computer-aided design (CAD) offered at http://cad.onshape.com made available by Onshape, Inc. (“Onshape”). You purchased your Application(s) through the Onshape App Store (“App Store”).
  2. Your use of the Application is governed by these Application Terms of Use (the “Application Terms”), which constitute a binding legal agreement between you and Application Developer and any supplemental terms provided by Application Developer. IN THE EVENT OF A CONFLICT BETWEEN THESE APPLICATION TERMS AND THE SUPPLEMENTAL TERMS PROVIDED BY THE APPLICATION DEVELOPER FOR SUCH APPLICATION, THESE TERMS SHALL CONTROL TO THE EXTENT SUCH CONFLICT EXISTS, EXCEPT WHERE EXPRESSLY PROVIDED IN THESE APPLICATION TERMS.
  3. EACH TIME YOU USE THE APPLICATION, YOU ARE ACCEPTING THESE APPLICATION TERMS AND ANY SUPPLEMENTAL TERMS PROVIDED FOR SUCH APPLICATION. IF YOU DO NOT AGREE TO ALL OF THE APPLICATION TERMS, APPLICATION DEVELOPER IS UNWILLING TO GRANT YOU THE RIGHT TO USE THE APPLICATION, AND YOU MUST CEASE USE OF THE APPLICATION IMMEDIATELY. YOU ACCEPT THE APPLICATION TERMS BY EITHER (1) CLICKING TO AGREE OR ACCEPT WHERE THESE OPTIONS ARE PRESENTED TO YOU, OR (2) ACTUALLY USING THE APPLICATION. IF YOU ARE ACCEPTING ON BEHALF OF YOUR EMPLOYER OR ANOTHER ENTITY, YOU REPRESENT AND WARRANT THAT: (I) YOU HAVE FULL LEGAL AUTHORITY TO BIND YOUR EMPLOYER OR SUCH ENTITY TO THE APPLICATION TERMS; (II) YOU HAVE READ AND UNDERSTAND THE APPLICATION TERMS; AND (III) YOU AGREE, ON BEHALF OF THE PARTY THAT YOU REPRESENT, TO THE APPLICATION TERMS. IF YOU DON’T HAVE THE LEGAL AUTHORITY TO BIND, PLEASE DO NOT CLICK THE “I ACCEPT” BUTTON OR USE THE APPLICATION.
  4. You acknowledge and agree that Onshape is not responsible for any Applications sold in the App Store. By purchasing this Application, you acknowledge that Onshape does not warrant or endorse, nor does it assume or will have any liability or responsibility for, any Application, or for any other materials, products, or services of third parties, even though Onshape has made such Application available in the App Store.
  5. YOU EXPRESSLY UNDERSTAND AND AGREE THAT ONSHAPE SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE) FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE APPLICATION, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT ONSHAPE OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING. YOU ALSO EXPRESSLY UNDERSTAND AND AGREE THAT APPLICATION DEVELOPER SHALL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY (REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE AND STRICT LIABILITY), WARRANTY, OR OTHERWISE) FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU THROUGH YOUR USE OF THE APPLICATION, INCLUDING ANY LOSS OF DATA, WHETHER OR NOT APPLICATION DEVELOPER HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
  6. THE COLLECTIVE AND AGGREGATE LIABILITY OF APPLICATION DEVELOPER AND ONSHAPE TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE APPLICATION IS LIMITED TO THE GREATER OF: (A) THE AMOUNT OF FEES ACTUALLY RECEIVED BY SUCH PARTY FROM YOUR PURCHASE OF SUCH APPLICATION; OR (B) FIFTY DOLLARS (U.S. $50.00). In the event of a conflict between this Section 6 and any supplemental terms in regards to the Application Developer’s limitation of liability, the supplemental terms shall control, but only to the extent such supplemental terms apply to the Application Developer. The supplemental terms shall in no way modify any limitation of liability as such limitation relates to Onshape.
  7. You agree to indemnify, defend, and hold Onshape harmless with respect to any claims arising out of or relating to the Application.
  8. Your use of, or inability to use, the Application is at your sole risk. ONSHAPE DOES NOT GUARANTEE, REPRESENT, OR WARRANT THAT YOUR USE OF THE APPLICATION WILL BE UNINTERRUPTED OR ERROR-FREE. Onshape may suspend your use of the Application in the event the Application detrimentally impacts Onshape, other users who have purchased the Application, the App Store, or any Onshape technology, solely as determined in Onshape’s sole discretion.
  9. You agree that Onshape is an intended third-party beneficiary under these Application Terms, and Onshape has standing to enforce these Application Terms in respect of all intellectual property rights and licenses, representations, disclaimers and other benefits accruing to Onshape under these Application Terms.
  10. These Application Terms and any supplemental terms under which you are provided the Application may change from time to time. You agree to cooperate reasonably and in good faith with the Application Developer in the event that Onshape modifies these Application Terms.
  11. Application Developer owns and retains all proprietary rights in the Application (other than any rights in the Onshape platform or any Onshape enabling technology contained therein). The Application contains the copyrighted material, trademarks, and other proprietary information of Application Developer and its licensors. The provision of the Application does not transfer to you or any third party any rights, title or interest in or to such intellectual property, including, without limitation, any intellectual property rights in any Application Developer or third-party content.
  12. YOU ARE RESPONSIBLE FOR THE TIMELY PAYMENT OF ALL FEES AND FOR PROVIDING A VALID CREDIT CARD FOR PAYMENT OF ALL FEES. You agree to pay such amounts and fees in accordance with the processes and procedures set forth in the App Store Terms of Use.
  13. Application Developer may suspend your access to an Application before cancelling your Application because you are in material breach of these Application Terms or any other terms under which the Application Developer provides, or because Application Developer is contractually required to do so by Onshape. If your access is suspended in this way, you must continue to pay all charges for your service during the period of suspension.
  14. If your Application is terminated for any reason, you must immediately delete all copies of the Application (including the software) in your possession or under your control.
  15. UnlessotherwisesetforthinthesupplementaltermsprovidedwithanApplication,theseApplicationTermswillbe governed by the laws of the State of Delaware, without giving effect to any choice of laws principles that would require the application of the laws of a different country or state.
  16. These Application Terms are personal to you, and you may not transfer, assign or delegate your right and/or duties under these Terms to anyone else and any attempted assignment or delegation is void. You acknowledge that Application Developer has the right hereunder to seek an injunction, if necessary, to stop or prevent a breach of your obligations hereunder. Any delay or failure by Application Developer to exercise or enforce any right or provision of these Application Terms will not constitute a waiver of such right or provision. No waiver by Application Developer shall have effect unless such waiver is set forth in writing, signed by Application Developer; nor shall any such waiver of any breach or default constitute a waiver of any subsequent breach or default. These Application Terms, together with any supplemental terms provided by Application Developer, constitute the complete and exclusive agreement between you and Application Developer with respect to the subject matter hereof, and supersedes all prior oral or written understandings, communications or agreements. If for any reason a court of competent jurisdiction finds any provision of these Application Terms, or portion thereof, to be unenforceable, that provision of the Application Terms will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of these Application Terms will continue in full force and effect.