EFFECTIVE February 6, 2023
These General Terms apply to Your account with Paperless Parts, our Offerings, and Your use of those Offerings. Capitalized terms used but not otherwise defined herein have the meanings set forth in Section 21 (“Definitions”) below.
By using any of our Offerings, accepting these General Terms, and/or executing an Order Form, You acknowledge and agree that these General Terms and all other Terms together constitute a binding contract between You and Paperless Parts (the “Agreement”), and You agree to and accept the Terms. If You do not accept and agree to the Terms, You do not have the right to access or use our Offerings.
For purposes hereof: “You” or “Your” means (i) the company, organization, association or other entity not an individual (each an “Entity”) on behalf of which these General Terms are being accepted, or (ii) the individual accepting these General Terms on his or her own behalf. If You are an Entity, by using any of our Offerings and/or accepting these General Terms, the individual doing so thereby represents and warrants to Paperless Parts that s/he is Your employee, is accepting and agreeing to the Terms on Your behalf, and is authorized to legally bind You to the Terms.
Individuals who You authorize to access the Services and for which You have a corresponding Subscription in place (each an “Authorized User”) are permitted to submit Your Content to the Services or Paperless Parts, such as messages or files, and You may exclusively provide us with instructions on what to do with it. For example, You may provision or deprovision access to the Services, enable or disable third party integrations, manage permissions, retention and export settings, transfer or assign workspaces, share channels, or consolidate workspaces or channels with other workspaces or channels. Since these choices and instructions may result in the access, use, disclosure, modification or deletion of certain or all of Your Content, please review the Knowledge Base for more information about these choices and instructions. We are not responsible for access, use, disclosure, modification or deletion of Your Content resulting from the use of Your Account or any Offering, Services by You or Your Authorized Users.
You will (a) inform Authorized Users of all of Your and Paperless Parts’ policies and practices that are relevant to their use of the Offerings and of any settings that may impact the processing of Your Content; and (b) ensure the transfer and processing of Your Content under the Terms is lawful.
2. Additional Agreements, Special Terms
For certain Offerings, we may require one or more additional agreements that supplement or amend the Agreement (each such agreement between You and Us, an “Additional Agreement”). For example, we may require an enterprise business agreement if You want to enable multiple Authorized User access to certain Offerings. In addition, certain Offerings may be subject to special terms (“Special Terms”), including, for example, particular entitlements or restrictions on types of use. Special Terms may apply to a particular Offering or to a particular category of user (for example, students). The Special Terms (if any) are set forth in the Documentation for the Offering.
By accepting these General Terms and/or executing an Order Form, You agree to any such Additional Agreements and Special Terms, if any, for each Offering that You subscribe to, obtain, access or use. If You do not agree to all such Additional Agreements and Special Terms, You may not subscribe to, obtain, access or use any Offering.
If there is any conflict between these General Terms, an Order Form, and/or such Additional Agreements or Special Terms, then the terms of the Order Form, then the Additional Agreements, then the Special Terms, in that order of precedence, will control in relation to their subject matter. Any arrangement with respect to an Offering is expressly conditioned on Your agreement to the Terms, and any further or different terms are rejected.
3.1 Account Responsibilities
To access or subscribe to Offerings, it may be necessary to establish an account for You with Paperless Parts (Your “Account”). You are responsible for anyone who obtains, accesses or uses Offerings through You or Your Account (including Your Authorized Users). This means (among other things) that You are responsible for Your Authorized Users’ compliance with the Terms, including their use of Your Account, as though each of the Authorized Users is You. In certain cases, Your Authorized Users may be required to set up individual accounts or otherwise agree to applicable terms in order to obtain, access or use Offerings. That requirement does not affect Your responsibility for Your Authorized Users, You are responsible for use of such individual accounts by Your Authorized Users, and such individual accounts are considered part of Your Account for all purposes of the Agreement.
You are also responsible for the security of Your Account and all activity associated with Your Account. This means (among other things) that You (i) will ensure that only Your Authorized Users use Offerings associated with Your Account, and (ii) will secure and not share associated user IDs or passwords (except with authorized account administrators). If You suspect unauthorized use of Your Account, please contact firstname.lastname@example.org
You will ensure that all Your Account information (including but not limited to any information that You or Your Authorized Users provide in connection with Your registration for any Offering) is, and continues to be, true and complete.
3.2 Account Benefits
Your Account is designed to provide a place for You to access and manage Your Account information and obtain rights to Software, Web Services and other Benefits, including free benefits made available depending on Subscription Type. Your Account is designed to be accessible virtually anywhere, anytime via the web at app.paperlessparts.com or at other successor or alternative Paperless Parts sites.
Your Account features may include:
- Single sign-in to Paperless Parts sites and services
- Management of Your profile, security settings, linked accounts and preferences
- Management of Your Subscriptions
- Access to Offerings
- Access to downloads and trials
- Access to technical support, learning resources and subscription news
- Usage information regarding Your Subscriptions, and analytics
4. You Own Your Content (Non-Disclosure)
You will retain Your ownership rights to Your Content. We will not share any of Your Content with outside parties without Your express permission. We also will not use Your pricing algorithms or formulas, or contact Your customers, without Your permission. You agree that You will not (and will not permit Your personnel, representative, contractors or others to) submit any of Your Content to Paperless Parts or otherwise through Your Account or any Offering unless You have the right to do so. You hereby grant Paperless Parts license to use Your Content (i) as necessary to provide the Services, (ii) as instructed by You, and/or (iii) with the exception of pricing algorithms, in an anonymized fashion for internal business purposes and to improve our systems and Offerings. When You share any of Your Content with anyone else through Your use of the Services, You thereby consent to us contacting them to facilitate such sharing and acknowledge that such sharing may require them to establish their own free user account with us.
Offerings of Software, Web Services and other Benefits (or combinations thereof) are made available by subscription based on the specific Offering, duration and associated terms (each a “Subscription”).
6.1 Subscriber benefits
For each Subscription, You will be entitled to the corresponding subscriber Benefits that Paperless Parts makes generally commercially available to users with the same Subscription as You (including level, geography and other attributes). Subscriber Benefits may include, for example:
- Technical support
- Access to participate in forums, learning events, newsletters, webinars, galleries, and other educational resources
- Access to access and use trial versions and APIs
- Rights to access and use Updates, Upgrades and other additional Software
- Rights to access and use Web Services
6.2 Subscribing to an Offering
When You subscribe to an Offering, subject to payment of applicable Subscription fees and compliance with the Terms, Paperless Parts will generally provide You with access to the Offering through Your Account or, in certain cases, through a Paperless Parts-authorized third party or other means. Certain Offerings may require You to provide additional information to set up and access such Offerings, and You agree to provide that information.
A Subscription allows You, through Your applicable Authorized User(s), to access the Services. No matter the role, a Subscription is required for each Authorized User, and You agree to permit only Your Authorized Users with corresponding Subscriptions in place to access and use the Services, and then, only in accordance with the applicable Subscription terms and terms of the Agreement. A Subscription may be procured through the Services interface, and may require execution of a corresponding Order Form between You and us. Each Authorized User must agree to all applicable Authorized User terms (if any) designated by Paperless Parts from time to time (“User Terms”) prior to activating their Subscription and accessing the Services.
We may share information about our future product plans. Our public statements about those product plans are an expression of intent, but do not rely on them when making a purchase. If You decide to buy a Subscription, that decision should be based on the functionality or features of the corresponding Offering made generally available to our customers at the time of the Subscription, and not on statements or expectations regarding future functionality or features.
The Services (depending on the terms of the applicable Subscription) may include a platform that third parties may use to develop applications and software that complement Your use of the Services (each, a “Non-Paperless Parts Product”). We may also maintain a directory of certain Non-Paperless Parts Products that are available for download and installation. THESE ARE NOT OUR SERVICES OR PRODUCTS, AND WE DO NOT WARRANT OR SUPPORT NON-PAPERLESS PARTS PRODUCTS. ULTIMATELY, YOU (AND NOT US) WILL DECIDE WHETHER OR NOT TO ENABLE THEM. ANY USE OF A NON-PAPERLESS PARTS PRODUCT IS AT YOUR SOLE RISK, COST AND EXPENSE, AND SOLELY BETWEEN YOU AND THE APPLICABLE THIRD-PARTY PROVIDER.
If a Non-Paperless Parts Product is enabled for You or Your workspace, please be mindful of any Your Content that may be shared with the third-party provider and the purposes for which the provider requires access. We are not responsible for any use, disclosure, modification or deletion of Your Content that is transmitted to, or accessed by, a Non-Paperless Parts Product or its third-party provider, or for any related damages, costs or expenses of any kind.
6.3 Length of Subscription
The Subscription for a given Offering commences when we make the corresponding Services available to You and continues for that Offering, subject to Section 11 below (Trial Versions), for the term specified in the Services “check-out” interface of Your Account or in the Order Form, as applicable (the “Subscription Term”). Except to the extent otherwise expressly set forth by us in the applicable “check-out” interface, Order Form or separate written agreement in connection with a given Subscription (the “Original Subscription”), each Subscription is for a single Authorized User for a specified term and is personal to that Authorized User.
Each Subscription Term is a fixed period of time, which typically is indicated in the applicable Offering Identification and in Your Account. If no Subscription Term is indicated in the Offering Identification, please contact us at email@example.com and we will determine and confirm the applicable Subscription Term.
6.4 Renewal of Subscription
At the end of a given Subscription Term, You may be able to renew the Subscription to the extent, and on the same terms, that Paperless Parts then generally makes such Subscription commercially available to subscribers of such Offering in the same geography. Certain Subscriptions may have the option of automatically renewing, or may automatically renew as specified in the applicable Order Form or Offering Identification. If You would like to cancel any such automatic renewal, please review Your Order Form (if applicable), Offering Identification, Section 19 below, and feel free to contact us at firstname.lastname@example.org with any questions.
6.5 Switched Subscriptions
If a given Subscription is replaced by a successor or substitute Subscription, the terms of the new Subscription supersede all previously agreed upon terms.
The Web Services, all of Your Content, and other aspects of the Services are currently hosted and secured on Amazon’s AWS GovCloud, in accordance with the terms and conditions available at or through https://aws.amazon.com/govcloud-us (or the corresponding successor website), as modified from time to time, and we expressly reserve the right to utilize one or more other third party hosting providers for the same purpose in the future (AWS GovCloud and each such third party hosting provider, a “Hosting Provider”), upon notice of the corresponding terms and conditions thereof. By accepting the Terms or continuing to use the Services, You agree to be bound by the applicable terms and conditions of the applicable Hosting Provider, and that we are not responsible for any information or data hosted on or by the Hosting Provider, any act, omission, or damages caused by the Hosting Provider, or for the security of the Hosting Provider. Subject to the foregoing, while this Agreement is in effect, we will implement and maintain reasonable administrative, physical and technical safeguards which attempt to prevent any collection, use or disclosure of, or access to Your Content that the Terms do not authorize, including, without limitation, an information security program that meets commercially reasonable industry practice to safeguard Your Content.
To the extent we make any Software available to You or Your Authorized Users for delivery (for example, client Software made available as part of a Web Service Offering), the Software will at Paperless Parts’ discretion be made available for download through Your Account or other electronic means or delivered to You by Paperless Parts or a Paperless Parts-authorized third party. Additional fees may apply for delivery of physical media or other tangible embodiments of Software. No matter how Software is delivered, Paperless Parts will not be liable for any losses or other liability incurred by You or others due to late delivery or delivery to an incorrect address.
For any Software that Paperless Parts makes available or delivers to You, subject to Your compliance with the Terms and all payment obligations, Paperless Parts grants to You a nonexclusive, non-sublicensable, nontransferable license, for the period of Your Subscription, to install and use the Software (and permit Your Authorized Users to install and use the Software) solely (i) for Your own internal purposes in accordance with the Documentation (if any) for the Software and corresponding Offering and any applicable Special Terms, and (ii) within the scope of Your Subscription, including the permitted number of Authorized Users, License Type, Territory and other attributes specified in the corresponding Subscription. If the Offering Identification or other confirmation from Paperless Parts of Your corresponding Subscription does not specify one or more of those attributes, the license will be (a) a Trial Version; (b) for You as an individual or, if You are a company or other legal entity, for one named employee; and (c) for use only within the country or jurisdiction where You acquired the corresponding Offering. You may not install, access or use (or allow installation of, access to or use of) any Software other than as authorized by such license and the Terms, and any other installation, access or use is unauthorized.
All Software is confidential and proprietary to Paperless Parts and may not be distributed or disclosed to any third party or used for any purpose other than as permitted by the corresponding Documentation and the other requirements of the Agreement (and any such other use is unauthorized).
During the relevant Subscription Period for an Offering that includes Software, Paperless Parts may make available or deliver Updates or Upgrades to that Software. All such Updates and Upgrades are subject to the same license and other terms as the Software to which the Updates or Upgrades apply.
For the duration of the relevant Subscription Term, You may make one archival copy of the Software to which You subscribed, solely for Your backup and archival purposes.
Any Software (including any Update or Upgrade) that Paperless Parts makes available or delivers to You is licensed for the applicable Subscription Term, not sold, and You may not transfer or assign the license, except to the extent expressly permitted by applicable law notwithstanding a contractual prohibition to the contrary, or as otherwise expressly permitted by Paperless Parts in writing. Your Subscription to, access to, and/or use of a Web Service does not grant to You a license to any underlying Software used in providing the Web Service.
9. Web Services
If You subscribe to Web Services, Paperless Parts will provide those Web Services to You for the corresponding Subscription Term, subject to Your compliance with the Terms and all payment obligations. You may access and use (and permit Your Authorized Users to access and use) the Web Services solely (i) in accordance with the Documentation for the Offering and any applicable Special Terms, if any, (ii) for Your internal business purposes, in the form made accessible and/or provided by Paperless Parts, and (iii) within the scope of Your Subscription, including the permitted number, Web Services Type, Territory and other attributes specified for the type and level that You selected when subscribing for the Offering. If Your Offering Identification or other Subscription confirmation from Paperless Parts does not specify one or more of those attributes, Your Web Service will be (a) a Trial Version; (b) for You as an individual or, if You are a company or other legal entity, for use by one named employee; and (c) for use only within the country or jurisdiction where You acquired the Offering. You may not access or use (or allow access to or use of) any Web Service other than as authorized by the Terms, and any such access or use is unauthorized.
Paperless Parts will make the Web Services available to You consistent with the manner in which Paperless Parts makes such Web Services generally commercially available to users with the same Subscription as You (including level, geography and other attributes).
Web Services will be provided using processes and safeguards that are designed to help maintain the security of Your Content. Paperless Parts from time to time may have external auditors prepare reports for Paperless Parts subscribers on Paperless Parts’ adherence to its security controls for certain Paperless Parts services. You may request from Paperless Parts a copy of such reports applicable to a Web Service to which You subscribe, provided such reports are treated as Confidential Information in accordance with Section 15 below. Paperless Parts expects to obtain such reports no more frequently than once annually.
10. Access To And Use Of Offerings
10.1 General Access and Use Conditions
Depending on the Offering, You may be required to log into Your Account to activate, access or use (or to continue accessing or using) the Offering. Only You, including Your Authorized Users, may access or use an Offering. Access to and use of all Offerings is contingent on (among other things) Your timely payment of all applicable amounts, including any taxes and other fees, with respect to the Offerings and compliance with the Terms. Fees are stated exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You are responsible for paying all Taxes associated with Your purchases, except for those taxes based on our net income. Should any payment for the Services be subject to withholding tax by any government, You agree to reimburse us for such withholding tax.
Some Offerings may cause Your electronic devices (such as computers, virtual machines not accessed through a network connection, or mobile devices) to automatically connect to the internet (intermittently or on a regular basis)—for example, to validate Your Subscription, provide You with access to services (including third-party services) or download and install Updates or Upgrades, all without further notice to You. You agree to such connection and to validation of Your Subscription and to the automatic downloading and installation of Updates and Upgrades. For some Offerings, You may be able to adjust Your Update or Upgrade settings (this feature may not be available for certain Offerings, including those for which automatic Updates or Upgrades are required for operation or security of the Offering).
Offerings do not include access to the internet or any other network or to any communications services or any hardware, software (except for Software that is provided by us and specified in the corresponding Subscription), storage, security or other resources necessary for accessing or using the Offerings. You and Your other suppliers and service providers are responsible for acquiring all such items and for their reliability, security and performance. Not all Offerings, and not all functions of an Offering (including those described in the Special Terms or Documentation), are available in all locations or languages.
You agree to comply with the Terms and to ensure that Your Authorized Users comply with the Terms and the User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We aren’t responsible for the content of any Your Content or the way You or Your Authorized Users choose to use the Services to store, process or disclose any Your Content. The Services are not intended for and should not be used by anyone under the age of 16. You agree to ensure that all Authorized Users are over 16 years old. You are solely responsible for providing high speed internet service for You and Your Authorized Users to access and use the Services.
10.2 Card Payments
To the extent the Services enable You to process payments made by credit or debit card (or associated card account numbers) using or through the Services (each a “Card Payment”), You acknowledge and agree that (i) all Card Payments are processed using a third party payment processing provider (“Payment Processor”), (ii) all Card Payments are subject to the applicable terms and conditions of the Payment Processor (collectively, “Payment Processor Agreement”), (iii) upon request, we will inform You of the relevant Payment Processor, (iv) we do not receive, store, process or transmit any payment card data, (v) by using the Services to process any Card Payment, You are agreeing to be bound by the Payment Processor Agreement then in effect, and (vi) for and at the time of each Card Payment, we will charge You, and You will pay us, a 5% net transaction service fee.
10.3 Paperless Parts APIs
When You subscribe to an Offering, Paperless Parts may provide You with access to application programming interfaces, software development kits, tools, libraries, scripts, sample source code and similar developer material specifically for the use of such Offering (collectively, “APIs”). For any such APIs that Paperless Parts makes available or delivers to You, and subject to Your compliance with the Terms and all payment obligations, Paperless Parts grants to You a nonexclusive, non-sublicensable, nontransferable license, for the period of Your corresponding Subscription, to use such APIs only (i) internally in conjunction with and for Your own authorized internal use of the Offering for which the APIs were made available, and (ii) in accordance with any Documentation for the APIs. Some APIs may be subject to Special Terms, and if so, Your license to the APIs is subject to those Special Terms. All APIs are confidential and proprietary to Paperless Parts and may not be distributed or disclosed to any third party or used for any purpose other than as permitted by the Documentation for the APIs and the other requirements of the Terms (and any such other use is unauthorized). If You develop any applications, services, modules or components using all or any portion of the APIs (collectively, “Your Development”), You may use Your Development with third-party software or hardware (including porting Your Development to third-party platforms), but only if You remove from Your Development all elements of the APIs (including any elements based on the APIs) and Your Development (a) does not disclose, make available, incorporate or embody any part of the APIs, and (b) does not incorporate or embody any part of the Offerings or other Paperless Parts intellectual property. If You wish to use Your Development for any use other than Your internal use with Your Offering (for example, for customers or any users other than You), You will need a separate Developer License.
10.4 Use of Third-Party Material and Services
Paperless Parts may provide You with content, designs, models, data sets, project information, documents, libraries, audio, links, data, applications and other software, services or similar material of a third party (collectively, “Third-Party Material/Services”) in connection with Offerings. Any such Third-Party Material/Services may be governed by different terms found in such Third-Party Material/Services (for example, in the “About Box” or a .txt file), on a web page specified by Paperless Parts or in the Special Terms or Documentation for the Offering for which the Third-Party Materials/Services are provided (collectively, “Third-Party Terms”). If such Third-Party Terms are provided as described in the preceding sentence, Your use of the Third-Party Material/Services must comply with such Third-Party Terms. If Third-Party Terms are not provided as so described, Your use must be (i) limited to the same terms as the Offering for which You received the Third-Party Material/Services, and (ii) solely in connection with Your use of such Offering. You take sole responsibility for determining, obtaining and complying with all Third-Party Terms. Paperless Parts will have no responsibility for, and makes no representations and warranties regarding, (a) any Third-Party Material/Services or Your use of such Third-Party Material/Services, and (b) the Third-Party Terms or Your compliance with such Third-Party Terms.
10.5 Use of Your Content (Non-Disclosure Agreement/NDA)
In order for You to access or use certain Offerings, or for Paperless Parts to provide You with certain Services, You (including Your Authorized Users) may wish to upload or otherwise share Your Content with Offerings. Paperless Parts personnel will not use Your Content except (i) as permitted by this Agreement, (ii) at Your request, or with Your consent—for example, when providing You support, or addressing a technical issue or other request; (iii) in connection with providing and improving Offerings (including maintaining, securing, updating or otherwise modifying Offerings); or (iv) in connection with legal-related obligations, enforcement, investigations or proceedings (for example, in response to a valid subpoena). Paperless Parts reserves the right to screen and review Your Content, and may block or remove content for any reason, including because it is not in compliance with the Terms (for example, illegal, offensive or phishing-related postings or spam). When You provide or make accessible Your Content, You authorize Paperless Parts and its designees to use, reproduce, modify, distribute and make available Your Content in connection with providing You with Offerings and allowing Paperless Parts to fulfill its obligations and as otherwise permitted by the Terms.
You (a) are responsible for all of Your Content and for ensuring that Your Content and its use with any Offering comply with all applicable laws and regulations and the Terms, and (b) warrant that Your Content and our use thereof in accordance with the Terms will not infringe or misappropriate any intellectual property or proprietary rights of any person or violate any applicable laws or regulations. Paperless Parts recommends that You secure and protect Your Content by using appropriate encryption and security technology. You acknowledge that online services may suffer occasional disruptions or outages, and You may not be able to retrieve Your Content as a result. Paperless Parts recommends that You regularly backup Your Content to Your own storage. While we backup Your data regularly, You are at all times responsible for storing and maintaining any such backup copies of Your Content.
10.6 Collaboration and Sharing of Your Content
Some Offerings permit You to collaborate with others, including the ability for You to share or publish Your Content—for example, publishing to a forum or other Services, sharing among Your Authorized Users, or disclosing to Your customers or suppliers. If You choose to share or publish Your Content (whether by collaboration on or sharing files with a project, emailing, messaging, sharing a link, sharing files with other applications or Services, posting in a forum or gallery or otherwise), then others (including, in some cases, the general public) may be able to use, sell, reproduce, modify, distribute, make available, display, transmit and communicate Your Content. Forums and galleries may be public, and submissions are generally public. Once You share or publish Your Content, suspending or terminating access will not delete or inhibit access to any of Your Content that was earlier copied, transferred or otherwise shared or published. If You do not want others to have any such access or any of those rights, do not use the sharing, publishing or other collaboration features of the Offerings and set Your permissions accordingly.
If any of Your Content is subject to ITAR, NIST or other export- or import-related requirements, it is Your responsibility to control who information is being shared with, and Paperless Parts takes no responsibility or liability for information that is shared with parties that would constitute export violations. To the extent Paperless Parts becomes aware of any sharing that it believes may constitute an export violation, we reserve the right to immediately suspend or terminate Your access to the Services and/or the Agreement.
An Offering may feature links to third parties that offer services, software or other materials that complement such Offering. Such links are provided as a convenience to You. Paperless Parts does not monitor or control what such third parties will do with Your Content. You are responsible for ensuring the appropriate level of access to Your Content by any third party. If You authorize any of Your information or Your Content to be shared with any third party, Paperless Parts may make available Your information or Your Content to such third party; Paperless Parts will, however, have no responsibility or liability for the actions of such third party, and all governing terms and conditions regarding Your rights and obligations relative to such third party, including those regarding privacy, are between You and such third party.
11. Trial Versions
Paperless Parts may make available or deliver Offerings (or features of an Offering) labeled or offered as “not for resale,” “free,” “evaluation,” “trial,” “pre-release,” “beta” or another similar designation (collectively, “Trial Versions”). You may access or use Trial Versions only during the period and for the purpose of the trial, as expressly permitted by Paperless Parts. Except as expressly set forth in the online or other Documentation for the Trial Version or applicable Special Terms, (i) the Subscription Term for each Trial Version will be limited to 30 days or otherwise as otherwise specified in writing by Paperless Parts, (ii) Your use will be limited to non-commercial evaluation purposes with no rights to make available or distribute the Trial Version to any third party, and (iii) the use will be only by You as an individual or, if You are a company or other legal entity, by one named Authorized User employee. Notwithstanding anything contained in the Terms or otherwise, You agree that (a) Paperless Parts makes no commitment with respect to Trial Versions regarding any features, functions, service levels or data and provides no warranties of any kind with respect to Trial Versions, (b) Paperless Parts may choose not to generally release any Trial Versions or convert any Trial Version into a product Offering, and (c) Trial Versions may contain code that is not fully tested, including errors and faults that may cause total data loss or system failure. Subscriptions to Trial Versions do not include Subscription Benefits, and Paperless Parts reserves the right, without any further notice, to end any Trial Version at any time.
You have no obligation to provide Paperless Parts with any ideas, suggestions, comments or other feedback for improvement of or otherwise relating to Paperless Parts or its products or services (collectively, “Feedback”), whether in connection with a Trial Version or otherwise, unless otherwise specified in the Special Terms for an Offering. If, however, You provide any Feedback, You hereby grant to Paperless Parts an unrestricted, non-exclusive, transferable, irrevocable, worldwide, royalty-free, fully paid license (with rights to sublicense) to make, use, sell, offer to sell, reproduce, modify, distribute, make available, publicly display and perform, reproduce, disclose and otherwise exploit the Feedback and any Offerings using the Feedback.
14. Limitations On Use
14.1 Offerings are tools
The Offerings are tools and are intended only to assist You with Your design, analysis, simulation, communication, estimation, testing and other activities and are not a substitute for Your professional judgment or Your own independent design, analysis, simulation, estimation, testing or other activities, including those with respect to product stress, safety and utility. Due to the large variety of potential applications for the Offerings, they have not been designed or tested for any specific uses, and it is Your responsibility to determine whether the use of an Offering is appropriate for the purposes You pursue. Paperless Parts will not be responsible or liable in any manner whatsoever for the results obtained through use of the Offerings, including any Output. You are responsible for Your (including Your Authorized Users’) use of the Offerings and any results produced by the Offerings, including any Output. Your responsibilities include, without limitation, the determination of appropriate uses for the Offerings and the selection of the Offerings and other computer programs and materials to help achieve Your intended results. You are also responsible for establishing the adequacy of independent procedures for testing the reliability, accuracy, completeness, compliance with applicable legal requirements, and other characteristics of any Output, including, without limitation, all items designed with the assistance of the Offerings. You further acknowledge that the Offerings and Output may not achieve the results You desire within Your design, analysis, simulation, estimation, testing and other constraints.
14.2 Offerings are not designed or intended for storage of sensitive personal information
The data storage functionality associated with Offerings is NOT suitable for the storage of Social Security numbers, credit or debit card numbers, financial account numbers, driver’s license numbers, medical information or health insurance information; data about personal characteristics or other personal information, such as race or ethnic origin, religion or philosophical beliefs, political affiliation or opinions, genetic or biometric data, sexual orientation or trade union membership; or other information that may expose, or pose a risk of harm to, an individual if improperly disclosed or used (collectively, “Sensitive Personal Information”). Except as expressly required by Paperless Parts (for example, a credit card number used to purchase a Subscription), You will not upload or otherwise make available to Paperless Parts any Sensitive Personal Information, including any files containing Sensitive Personal Information, in connection with Your use of any Offering.
14.3 Acceptable use of offerings
You will access and use (and permit access to and use of) Offerings only in conformance with (and will comply with) all applicable laws. Except as expressly authorized by the Terms, including any Additional Agreement or Special Terms, or as otherwise expressly permitted in writing by Paperless Parts, You will not:
(a) Reproduce, modify, adapt, translate, port or create derivative works of all or any portion of any Offering, except as expressly permitted by applicable law notwithstanding a contractual prohibition to the contrary;
(b) Sublicense, distribute, transmit, sell, lease, rent, loan or otherwise make available all or any portion of any Offering (including any functionality of any Offering) to a third party or provide any functionality of any Offering to a third party (whether on a service bureau basis or otherwise);
(c) Access or use any Offering on or through the internet (other than as made available by Paperless Parts through the internet), any wide-area network (WAN) or any other non-local network; on or through any virtual private network (VPN); or on or through any application virtualization technology, remoting virtualization technology, web hosting, timesharing, software as a service, platform as a service, infrastructure as a service, cloud or other web-based, hosted or similar service;
(d) Remove any copyright, trademark, confidentiality or other proprietary rights notice from any Offering, Documentation or related material;
(e) Remove, disable or otherwise limit the effectiveness of any technical protection used by Paperless Parts to (i) manage, monitor, control or analyze the installation of, access to, or use of any Offering or (ii) protect Paperless Parts’ intellectual property rights;
(f) Post, transmit or otherwise make available using the Offerings any information or material that is or may be: (i) false, libelous, defamatory, fraudulent or otherwise unlawful or tortious; (ii) threatening, harassing, degrading, hateful or intimidating, or that otherwise fail to respect the rights and dignity of others; (iii) obscene, indecent, pornographic or otherwise objectionable; (iv) protected by copyright, trademark, design rights, trade secret rights, right of publicity or privacy, or any other proprietary right, without the express prior written consent of the applicable owner; (v) a national or state secret, classified information or any other information or material (including any photograph, drawing, plan or model) that is subject to official confidentiality treatment; (vi) secret codes, countersigns, crypto-currency, passwords or other similar information; (vii) advertising, spam, an offer to sell or buy any goods or services, a “chain letter” or any other form of solicitation; or (viii) any malware (such as a virus, worm, Trojan horse, Easter egg, time bomb or spyware) or other computer code, file or program that is or is potentially harmful or invasive or intended to damage or hijack the operation of, limit the use of, or monitor the use of, any hardware, software or equipment;
(g) Use the Offerings in any way that is fraudulent or otherwise unlawful or tortious, or has any fraudulent or other unlawful or tortious purpose or effect;
(h) Interfere with or disrupt the operation of any Offering or the servers or networks used to make any Offering available, including by hacking or defacing any portion of an Offering;
(i) Attempt to probe, scan or test the vulnerability of any Offering or to breach or circumvent any security or authentication measures used by any Offering;
(j) Use any Offerings as storage for “remote loading” or as a “door” or “signpost” to other web pages or internet resources, whether inside or beyond the sites through which the Offerings are provided;
(k) Impersonate any other individual or entity or falsely state or otherwise misrepresent Your affiliation with any person or entity;
(l) Use the Offerings in connection with any inherently dangerous application, including any application that could result in death, personal injury, catastrophic damage or mass destruction;
(m) Collect content or information, from or with an Offering, using automated means (such as any robot, spider, site search/retrieval application or other device to retrieve, index, “scrape,” or “data mine”);
(n) Use any Offering or Output in connection with the training of a neural network or machine learning, deep learning or artificial intelligence system or software;
(o) Unbundle the component parts of any Offering for use separate from each other or on different electronic devices (except as may be expressly permitted in writing by Paperless Parts); or
(p) Use or access Software made available as part of a Web Service separately from the applicable Web Service (except as may be expressly permitted in writing by Paperless Parts).
You or Paperless Parts (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (as the “Receiving Party”) in connection with the Agreement or Offerings. The Receiving Party will use the same degree of care as to the Disclosing Party’s Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care) and, subject to the Terms, will (i) use the Confidential Information of the Disclosing Party only on an internal basis in connection with Offerings or as otherwise permitted by this Agreement, and (ii) except as otherwise authorized by the Disclosing Party in writing, limit access to the Confidential Information of the Disclosing Party to those of its employees, consultants, contractors, service providers, professional advisors and other individuals who need such access for purposes related to Offerings and who are subject to confidentiality obligations with the Receiving Party no less stringent than those in the Terms. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so. The Receiving Party will give the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and take reasonable steps to limit such disclosure. Paperless Parts may also disclose Your Confidential Information to comply with any governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving Paperless Parts, or at Your request. If disclosure is made at Your request, You may be responsible for the costs of compiling and providing access to Your Confidential Information.
16. Paperless Parts Proprietary Rights
You acknowledge and agree that Paperless Parts and its licensors and suppliers will have all ownership of and all rights with respect to the following (“Paperless Parts Property”): (i) the Offerings, Documentation, APIs, Metrics and any other information or material provided or made available by Paperless Parts to You, (ii) any and all materials or other information based on, derived from or otherwise using any of the foregoing, (iii) the structure and organization, the underlying algorithms and other internals, the protocols, data structures and other externals, and the source code of any of the foregoing, and (iv) any copies of and/or rights in, under or with respect to any trade secrets, copyrights, trademarks, patents or other intellectual property or proprietary rights relating to any of the foregoing. The Paperless Parts Property and each element thereof constitute proprietary and confidential information of Paperless Parts, and You will not disclose any of the foregoing to third parties, or use such information for any purpose other than as required for ordinary-course access to and use of the Offerings as set forth in the Terms, without Paperless Parts’ prior written consent. Also, You agree not to access or attempt to access the Offerings by any means other than the interface Paperless Parts provides or authorizes. In addition, You agree not to engage in any decompiling, disassembling or other reverse engineering or otherwise attempting to discover, learn or study the structure or organization, underlying algorithms or other internals, the protocols, data structures or other externals, or the source code of the Offerings, APIs or other Paperless Parts Property, except as expressly permitted under applicable law notwithstanding a contractual prohibition to the contrary. Paperless Parts may make available or provide access to other confidential and proprietary information (either marked as such or understood to be such under the circumstances). If You receive such information, You will not disclose it to any third party, or use such information for any purpose other than as required for access to and use of the Offerings as set forth in the Terms, without Paperless Parts’ prior written consent.
You have only the rights expressly granted to You under the Terms (including any Additional Agreement or Special Terms). All rights not expressly granted are reserved by Paperless Parts and its licensors and suppliers; Paperless Parts and its licensors and suppliers expressly disclaim (and You agree not to assert) any grant of other rights.
You agree not to take any action, or to authorize or encourage any third party to take any action (or cooperate with any third party in taking any action), inconsistent with the foregoing.
17. Warranty, Disclaimers, Limitations On Liability
17.1 Limited warranty
Paperless Parts warrants that, for any paid Subscription, as of the beginning of the corresponding Subscription Term and for 90 days thereafter or, if the Subscription period is shorter, such shorter period (“Warranty Period”), the Offering will provide the general features and functions described in the end-user Documentation for the Offering. Paperless Parts’ entire obligation and liability, and Your sole and exclusive remedy, for Paperless Parts’ breach of this warranty will be for Paperless Parts, at its option, solely with respect to warranty claims of which You have notified use within the applicable Warranty Period, to either: (i) attempt reasonably to remedy the breach or (ii) refund amounts received for the affected Subscription and terminate such Subscription. You must bring any warranty claim for any Offering within its applicable Warranty Period.
EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH IN SECTION 17.1 ABOVE, AND ANY EXPRESS WARRANTIES SET FORTH AS SUCH IN ANY ADDITIONAL AGREEMENT OR SPECIAL TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (i) THE OFFERINGS, SERVICES AND OUTPUT ARE PROVIDED “AS IS,” AND (ii) PAPERLESS PARTS AND ITS LICENSORS AND SUPPLIERS MAKE, AND YOU RECEIVE, NO WARRANTIES, REPRESENTATIONS, CONDITIONS OR COMMITMENTS OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY OF THE OFFERINGS, SERVICES OR OUTPUT, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, SATISFACTORY QUALITY, FITNESS FOR A PARTICULAR PURPOSE OR NON INFRINGEMENT OR OTHER WARRANTIES OR CONDITIONS IMPLIED BY STATUTE, OR ANY WARRANTIES OR CONDITIONS BASED ON A COURSE OF DEALING, USAGE OF TRADE OR INDUSTRY STANDARDS. Any statements about the Offerings, Services or Output (including any statements about the functionality or performance of any of the foregoing), or other communications with You, that are not contained in the Terms or any Additional Agreement or Special Terms are for information purposes only and do not constitute a warranty, representation, condition or other commitment. Without limitation as to the generality of the foregoing, Paperless Parts does not warrant or otherwise commit that (i) the Offerings, Services or Output, or the access thereto or use thereof, will be available, uninterrupted, error-free, secure, accurate, reliable or complete, (ii) the Offerings, Services or Output will meet any particular performance or availability criteria, (iii) Your Content will not be lost or damaged or (iv) errors will be corrected or any particular support requests will be resolved to meet Your needs. Any reference to “unlimited” access, use, storage or otherwise with respect to any Offering is subject to the technical limitations of the Offering.
17.3 Limitations on liability
Neither Paperless Parts nor any of its licensors or suppliers will have any liability (directly or indirectly) for any incidental, special, indirect, consequential or punitive damages; loss of profits or revenue; business interruption or loss of use; cost of procurement of substitute goods or services or other cover; failure of or defects in the Output; loss, corruption or deletion of (or failure to delete) data or Your Content; or damages resulting from Force Majeure (in each case, regardless of the legal theory for seeking such damages or other liability). In addition, the aggregate liability of Paperless Parts and its licensors and suppliers with respect to any Offering, Services or Output thereof will in no event exceed the amount paid or payable by You for the corresponding Offering in the one-year period before the events or circumstances giving rise to the liability first occurred.
The limitations on liability in the Terms will apply to the maximum extent permitted by applicable law to any damages or other liability, however caused and regardless of the theory of liability, whether based on contract, tort (including negligence and strict liability), indemnification, recourse, statute or otherwise, even if Paperless Parts has been advised of the possibility of the liability and regardless of whether the limited remedies in the Terms fail of their essential purpose.
You acknowledge that the amounts payable for the Offerings are based in part on and reflective of the disclaimers of warranties and limitations on liability in the Terms and that such disclaimers and limitations are an essential element of the bargain between You and Paperless Parts.
Nothing in the Terms purports to restrict or exclude Paperless Parts’ liability for (i) death or personal injury caused by Paperless Parts’ willful misconduct or gross negligence or (ii) Your damages or losses caused by Paperless Parts’ fraud.
17.4 Relationship to applicable law
Paperless Parts does not seek to limit Your warranties, Your other rights and remedies, or the liability of Paperless Parts for damages or losses to the extent the limits are not permitted by applicable law (such as statutory warranties, conditions, remedies or liabilities that cannot be excluded by applicable law). Nothing in the Terms restricts the effect of warranties or the liability of Paperless Parts for damages or losses or other terms that cannot be excluded or otherwise modified under applicable law notwithstanding a contractual restriction to the contrary. The Terms give You specific legal rights, and You may also have other legal rights, which vary from jurisdiction to jurisdiction. For example, some jurisdictions do not allow the exclusion of implied warranties or the exclusion or limitation of incidental or consequential damages or other rights, so those provisions of the Terms may not apply to You. Some of these legal requirements are described in Section 22 below.
You will indemnify and hold harmless (and, at Paperless Parts’ request, defend) Paperless Parts against any and all losses, liabilities, expenses (including reasonable attorneys’ fees) suffered or incurred by Paperless Parts by reason of any claim, suit or proceeding (“Claim”) arising out of or relating to (i) Your Content; (ii) Your (including Your Authorized Users’) use of Offerings, including any Output or other results produced by such use; and (iii) Your (including Your Authorized Users’) breach of the Terms (including any Additional Agreement, any Special Terms or any other applicable terms), including a Claim that asserts or purports to be based on Paperless Parts negligence.
19. Term, Termination, Suspension
The Agreement is effective on the date You first accept the General Terms or execute an Order Form. The Agreement and your Subscriptions will continue in effect indefinitely, unless earlier terminated in accordance with Your Order Form, Offering Identification or this Section 19.
19.1 Your right to terminate
You may terminate Your Subscriptions and the Agreement if Paperless Parts is in material breach of the Terms (including any Additional Agreement, any Special Terms or any other applicable terms) and fails to cure such breach within 30 days after written notice of the breach.
19.2 Paperless Parts’ right to terminate
Paperless Parts may terminate any or all of Your Subscriptions or other Offerings, the Agreement and/or Your Account, if (i) You have no current paid Subscriptions; (ii) You have failed to timely pay any amounts (including fees and taxes) owing with respect to any Offerings or otherwise owing to Paperless Parts; (iii) You (including any of Your Authorized Users) are in material breach of any of the Terms (including any Additional Agreement, any Special Terms, or any other applicable terms) and fail to cure such breach within 30 days after written notice of the breach; or (iv) You become subject to bankruptcy or insolvency proceedings, become insolvent, make an arrangement with or affecting Your creditors (including an assignment for the benefit of creditor) or commence a process of liquidation.
19.3 Effect of termination of Subscription
Upon expiration or termination of a Subscription or other Offering for any reason, Your rights with respect to that Offering, including any related Software license or Subscription Benefits, will end. At that time, You will stop all access to and use of the Offering (including all access and use by Your Authorized Users) and uninstall any and all copies of materials related to such Offering (including any related Software, Documentation, APIs or other material from Paperless Parts). In addition, at Paperless Parts’ request, You will destroy any such copies or return them to Paperless Parts or the reseller from which You acquired the Offering. You will retain proof that You returned or destroyed all such copies. In connection with the expiration or termination of a Subscription, (i) as a convenience to You for some Web Services, Paperless Parts may provide You with a brief period (for example, 30 days) in which You may retrieve Your Content after expiration or termination of the Web Services, if You are in compliance with the Terms and pay the applicable fees, if any (for example, Paperless Parts’ then-current professional services fees for any assistance Paperless Parts provides), and (ii) otherwise, Paperless Parts may delete, without notice, any or all of Your Content, including backup and other copies thereof. This convenience for some Web Services, if available, does not relieve You of responsibility for retaining and securing complete copies of Your Content at all times.
19.4 Effect of termination of Terms
Upon any termination of the Agreement for any reason, (i) Your Account and Your Subscriptions and other Offerings, including those of Your Authorized Users, will immediately terminate, (ii) You will cease all access to and use of any Offerings (including all access and use by Your Authorized Users), and (iii) the effects described above with respect to expiration or termination of a Subscription or other Offering will apply. Your payment obligations, ownership of Your work (as described in Section 4), obligations with respect to APIs and Your Development (including those in Section 10.3) and indemnity obligations (including those in Section 18); the license as to Feedback (Section 13); Paperless Parts’ rights and Your obligations with respect to proprietary rights (including the rights and obligations in Section 16); the disclaimers and limitations on liability (Section 17); the governing law and dispute resolution provisions (Section 20.4); and Your responsibility for anyone who accesses or uses (or obtains) Offerings through You or Your Account (including Your Authorized Users) (including the responsibility described in Section 3) will survive termination for any reason.
19.5 Paperless Parts’ right to suspend
If Paperless Parts believes in good faith that Your Content or Your conduct or failure to act (including the conduct or failure of Your Authorized Users) may (i) pose a security risk or otherwise adversely impact Offerings, systems or other users; (ii) constitute or enable tampering with, removing, disabling or otherwise limiting the effectiveness of any technical protections (including any mechanisms for managing, monitoring, controlling or analyzing the installation of, access or, or use of any Offerings or protections of Paperless Parts’ intellectual property rights); (iii) subject Paperless Parts, any reseller or any other user to liability; or (iv) not comply with the Terms (including any Additional Agreement, any Special Terms or any other applicable terms), including failure to pay any amounts owing with respect to any Offerings, Paperless Parts has the right, but not the obligation, to immediately disable or suspend Your access to and use of any Offerings and access to and use of Your Content. Unless Paperless Parts reasonably determines that immediate action is prudent, Paperless Parts will seek to notify You of the planned disabling or suspension before it takes effect.
20.1 Changes to the offerings
Paperless Parts reserves the right from time to time to (and You acknowledge and agree that Paperless Parts may) (i) modify or release subsequent versions of any of the Offerings or Services, or may discontinue such Offerings or Services and/or provide instead substitute Offerings or Services; (ii) modify or discontinue any Benefits, features or functionality, or supporting services or availability with respect to any of the Offerings or Services, whether generally or in any geographic area or language; or (iii) add or modify license keys, authorizations or other means of controlling access to or use of the Offerings or Services. Paperless Parts will endeavor to inform You of major changes to Your Services.
20.2 Changes to Terms
To the maximum extent permitted by applicable law, Paperless Parts reserves the right from time to time to (and You acknowledge that Paperless Parts may) modify the Terms, and thereby the Agreement, at any time. Paperless Parts will notify You of such modifications (“Modification Notice”), and You may reject such modifications by notifying Paperless Parts of Your rejection within 30 days of the Modification Notice. By using any of our Offerings after the Modification Notice or failing to timely notify us of such rejection in accordance with the preceding sentence, You thereby agree to and accept the modified Terms. If You reject a modification as provided above, (i) Your access to and use of any Offerings affected by the modification will continue to be governed by the terms governing the Agreement in effect immediately before the modification (except to the extent the modification was made for security, privacy or legal compliance reasons) until (a) the end of the then-current period for the Subscription or other Offering or Services, if applicable, or (b) 180 days after the Modification Notice, whichever is earlier; and (ii) Your rights to such Offerings and Services, including any related Subscription Benefits, will then terminate. In the event of such a termination by You, Paperless Parts (or an applicable reseller) will refund the prorated portion of any prepaid fees applicable to the remaining term of Your Subscription for the affected Offerings or Services occurring after the effective date of termination. Such date will be the end of the term of such Offerings or Services. If the Subscription is renewed or extended, it will be under the then-current Terms, as modified. Notices by You or Paperless Parts will be provided as set forth below, except that You may also provide Your notice of rejection (within the 30-day period described above) to the email address, or in any other manner, specified in the Modification Notice.
You acknowledge that Your commitments with respect to the Offerings, Services and Subscription Benefits are not contingent on delivery of future features or functionality (or oral or written statements about future features or functionality).
20.3 Language of Terms; Interpretation
The English language version of the Terms will be the version used when interpreting or construing the Terms, and any notices or other communications in connection with the Terms will be provided in the English language. Any reference in the Terms to “days” are to calendar days unless otherwise specified. The words “including” and “for example” or “e.g.,” and words of similar import, are not limiting or exclusive and will be deemed followed by “without limitation,” whether or not such language is included. Section and other headings are for ease of reference only and are not to be used to interpret the meaning of any provision. Any rights and remedies provided for in the Terms are cumulative and are in addition to, and not in lieu of, any other rights and remedies available under applicable law.
20.4 Contracting Paperless Parts entity, governing law, and dispute resolution
Subject to Section 22 below: (i) the Terms, the Agreement, and the relationship between You and Paperless Parts thereunder shall be exclusively governed by the laws of the United States and the Commonwealth of Massachusetts, without regard to its conflict of law provisions; (ii) Your exclusive forum for bringing any claim or cause of action against us is the courts located in the City of Boston, Massachusetts U.S.A; (iii) You hereby accept and submit to the personal and exclusive jurisdiction of such courts in any proceeding or action; (iv) with respect to any such proceeding or action brought in such courts, You hereby irrevocably waive, to the fullest extent permitted by law: (i) any objection You may have now or in the future to such jurisdiction or venue, and (ii) any claim that such action or proceeding has been brought in an inconvenient form. Nothing limits our right to commence and prosecute any legal or equitable action or proceeding before any court of competent jurisdiction to obtain injunctive or any other form of relief.
Notwithstanding the foregoing, Paperless Parts may apply for injunctive relief and other equitable remedies (or their equivalent) in any jurisdiction or forum.
Paperless Parts has the right to verify (electronically or otherwise) Your installation of, access to, and use of any Offerings, including installation, access and use by Your Authorized Users. As part of any such verification, Paperless Parts or its authorized representative will have the right, on 15 days’ prior notice to You, to inspect Your records, systems, and facilities, including machine IDs, serial numbers and other related information. Additionally, within 15 days of the verification request, You will, if requested, provide copies of all records and other additional information related to Your (including Your Authorized Users’) installation of, access to, and use of the Offerings. If Paperless Parts determines that Your installation, access or use is not in conformity with the Terms (including any Additional Agreement, Special Terms or other applicable terms), You will promptly remedy the noncompliance, which may include purchasing valid Subscriptions to bring Your usage into compliance, and pay the reasonable costs of the verification. Paperless Parts reserves the right to seek any other remedies available at law or in equity.
20.6 Force majeure
Neither party will be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including acts of God, earthquake, fire, flood, sanctions, embargoes, strikes, lockouts or other labor disturbances, civil unrest, failure, unavailability or delay of suppliers or licensors, riots, terrorist or other malicious or criminal acts, war, failure or interruption of the internet or third party internet connections or infrastructure, power failures, acts of civil and military authorities and severe weather (“Force Majeure”). The affected party will give the other party prompt written notice (when possible) of the failure to perform and use its reasonable efforts to limit the resulting delay in its performance.
When You obtain, access or use an Offering, You must comply with the export control and international trade laws and regulations of the United States and of any other country whose laws apply to You or Your Content. You must not access or use any Offering from within a U.S. sanctioned location or if You (or the owners of 50% or more of Your equity or ownership interests, collectively) appear on any U.S. government restricted parties list. You must obtain U.S. government and any other required authorization before You obtain, access or use, or allow any third party to obtain, access or use, any Offering for a U.S.-restricted end use. Restricted end uses include, but are not limited to, work on nuclear, chemical or biological weapons or on missile systems capable of delivering them. You must not upload or otherwise provide Paperless Parts with any content or materials that cannot legally be transferred from Your location to the United States or from the United States to Your location. You must not use any Offering to make Your Content or any other content or materials available to any country, entity or other party that cannot legally receive them under U.S. and other applicable law.
20.7.1 DDTC Registration and ITAR Compliance
Access to technical data subject to the ITAR is restricted to U.S. persons, as defined by 22 CFR part 120.15 (“U.S. Persons”). Protecting data from export is a shared responsibility between Paperless Parts and You. If any Paperless Parts product or Offering is to be used for any content or materials (including Your Content) that constitute classified information or that are subject to the International Traffic in Arms Regulations (“ITAR”) or its foreign counterparts, You represent that You have an active registration with Directorate of Defense Trade Controls (“DDTC”) for manufacture and/or export of items on the United States Munitions List subject to the ITAR. You agree to notify Paperless Parts immediately in the event of expiration and non-renewal of DDTC registration. Further, You represent that You have instituted appropriate policies for handling data and items in accordance with ITAR.
20.7.2 ITAR Information Security Measures
Paperless Parts does not manufacture or export items on the United States Munitions List or technical data related to those items. Paperless Parts has instituted appropriate Information Technology (IT) and corporate practices and policies to help prevent accidental or inadvertent export of data subject to ITAR. These practices include the use of Amazon Web Services (AWS) GovCloud as an IT infrastructure provider as well as the implementation of appropriate policies for IT equipment controlled by Paperless Parts. Further, Paperless Parts has implemented corporate policies, including but not limited to, restricting access to relevant systems to U.S. Persons trained in proper handling of ITAR-protected data.
20.7.3 Your ITAR Responsibilities
If You use any of the Offerings to provide, transfer, sell, export, or re-export any technology, information or materials that is subject to ITAR, You hereby certify, represent and warrant the following:
- You are U.S. Person.
- You will only request or create user accounts for other people in Your organization who are U.S. Persons.
- You will explicitly mark data as “export controlled” that are subject to the ITAR as directed by user interfaces presented in connection with Your use of the Services, and You will not mark data “export controlled” that are not subject to the ITAR.
- You will take all necessary measures to protect access to Your user account, and the user accounts of others in Your organization, from non-U.S. Persons, including but not limited to, the use of strong passwords, password-protected computers or mobile devices, screen locking features, and other IT and personnel security policies.
- You have verified (and will continue to verify) DDTC registration of the customers from whom You have received technical data subject to the ITAR and to whom You are sending quotations using the Services, and You have verified that the individuals from Your customer organizations with whom You are communicating regarding technical data subject to ITAR are U.S. Persons.
- You will not under any circumstances upload any classified data into the Offerings or Services.
- If You introduce classified data into the Offerings or Services, You will be responsible for all sanitization costs incurred by Paperless Parts and/or its technology providers (including without limitation, any and all costs associated with rectifying any improper inclusion and/or handling of classified data within any systems or servers of ours, Amazon Web Services (AWS) GovCloud and/or our other technology providers).
- You hereby agree to indemnify and hold harmless Paperless Parts and its officers, directors, shareholders, agents, licensees, employees, contractors, technology providers, successors and assigns, from and against any and all damages, liabilities, awards, losses, costs and expenses including, without limitation, reasonable attorneys’ fees, court costs and sanitization costs, to the extent arising from Your breach of any undertaking, warranty, representation or agreement contained in the Terms.
For U.S. Government procurement, all Offerings that constitute or include Software are deemed to be commercial computer software as defined in FAR 12.212 and DFARS 227.7202, as applicable, and any successor regulations. Any use, modification, reproduction release, performance, display or disclosure of the Software by the U.S. Government will be solely in accordance with the license rights, restrictions and other terms set forth in the Terms (including any Additional Agreement or Special Terms).
You may not assign or otherwise transfer the Agreement or Your rights or obligations thereunder (whether by operation of law or otherwise) without Paperless Parts’ prior written consent, and Paperless Parts may terminate the Agreement (including Your rights thereunder) if You are acquired by, or come to be controlled by, any other person or entity (whether by acquisition of shares, merger, or other transaction) without such written consent of Paperless Parts. Paperless Parts may assign or otherwise transfer the Agreement (without Your consent or notice to You) as part of a reorganization, merger, sale of assets or other transaction that involves all or a portion of the Offerings or related business.
20.10 No waivers
Failure to enforce or exercise any provision of the Agreement is not a waiver of such provision, unless such waiver is specified in writing and signed by the party against which the waiver is asserted.
If and to the extent any provision of the Terms is held unenforceable under applicable law, (i) such provision will be deemed modified to the extent reasonably necessary to conform to applicable law but to give maximum effect to the intent of the parties set forth in the Terms, and (ii) such provision will be ineffective only as to the jurisdiction in which it is held unenforceable without affecting enforceability in any other jurisdiction.
Any notices by You to Paperless Parts will be sent by postal mail or delivery service to Paperless Parts, Inc., 137 Portland Street, LL, Boston, MA, 02114, USA, Attention: General Counsel. Such notices will be effective when received by Paperless Parts.
Except as otherwise expressly stated in the Terms (including any Additional Agreement or Special Terms), any notices by Paperless Parts to You will be provided (i) by email to the registered email address associated with Your Account, (ii) by posting to Your Account, (iii) by posting within an Offering (for example, through an in-Offering notification function or sign-in notification), (iv) by postal mail or delivery service to the address associated with Your Account, or (v) in any other manner deemed reasonable by Paperless Parts that involves specific notification to You. Notices from Paperless Parts to You will, (a) in the case of notices by email, be effective one day after being sent and (b) in the case of other notices, five days after being posted or sent. You hereby agree to service of process being effected on You by registered mail sent to the address You provided to Paperless Parts (or to a reseller), directly or indirectly, in connection with registering Your Account or obtaining a Subscription or other Offering (or, if no such address has been provided, Your last address known by Paperless Parts).
20.13 Entire agreement
The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the internet infringes their rights under U.S. copyright law. If You believe in good faith that materials made available by or through Paperless Parts infringe Your copyright, You (or Your agent) may send Paperless Parts a notice requesting that Paperless Parts remove the material or block access to it. If You believe in good faith that someone has wrongly filed a notice of copyright infringement against You, the DMCA permits You to send Paperless Parts a counter-notice. Notices and counter-notices must meet the then current statutory requirements imposed by the DMCA. See http://www.copyright.gov/ for details. Such notices and counter-notices should be sent to:
Paperless Parts, Inc.
205 Portland Street, Level 6
Boston, MA 02114 USA
Tel: +1 (617) 858-5731
Paperless Parts suggests that You consult Your legal advisor before filing any such notice or counter-notice.
“Authorized Users” means (i) You (if You are an individual) and (ii) identified individuals (such as Your individual employees, consultants and contractors and other individuals accessing and using an Offering for Your benefit) for whom You have acquired a Subscription to an Offering. If an Offering allows You to designate Authorized Users for such Offering, You will be responsible for providing notice to, and obtaining agreement from, any such Authorized Users regarding the application of the Terms to their access to and use of such Offering prior to their access and use.
“Benefits” means any benefits made available to You or Your Authorized Users by Paperless Parts. Benefits are typically based on the level or type of Offering for which You subscribe. Benefits may include access to Updates and Upgrades, rights to previous versions, additional Software or Web Services, Trial Versions, APIs, technical support, training, webinars, forums, events, galleries, newsletters and usage data. Benefits may also include account benefits such as single sign-on and management of Your profile, security settings, linked accounts and preferences.
“Confidential Information“ means non-public material or information of or relating to a party or its customers, tangible or intangible, which a Disclosing Party discloses or makes available to a Receiving Party under or in connection with this Agreement that such Disclosing Party treats as proprietary or confidential, or that is specifically identified as confidential, or that, due to the nature thereof, the Receiving Party knows or reasonably should know the Disclosing Party regards as confidential, unless otherwise set forth herein. Without limiting the foregoing, except as provided below, Your Content, all information regarding Your customers and orders, all business negotiations and discussions between You and us, and the non-public aspects of our Offerings, product plans, technology and other technical information, each shall be deemed to be Confidential Information. Nonetheless, Confidential Information does not include any information that (i) becomes generally known to the public without breach of any obligation owed to the Disclosing Party; (ii) was known to the Receiving Party before receipt from the Disclosing Party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; (iii) is received from a third party without breach of any obligation (and without a duty of confidentiality) owed to the Disclosing Party; (iv) was independently developed by the Receiving Party; or (v) constitutes Feedback or Derived Data.
“Derived Data” means information and data collected, compiled, and synthesized by us based on how the Offerings are used, Your Content, and/or other inputs, to the extent that such information or data is anonymous, aggregated, and incapable of enabling any third party to determine the identity of You, any of Your Authorized Users or customers, or any of Your or Your customers’ products.
“Documentation” means any end-user documentation (including online, printed or other documentation) and any technical or legal requirements for an Offering.
“License Type” means the license type specified by Paperless Parts for a Subscription (for example, single-user or multi-user).
“Offering Identification” means one or more designations by Paperless Parts that set forth (as applicable) the name of an Offering, the License Type or Web Services Type, and/or the permitted number, Territory and length of Your Subscription. The Offering Identification may be (i) provided in a written confirmation or other notice issued to You by Paperless Parts, posted to Your Account, transmitted via email, physically delivered or otherwise made available to You; (ii) located in the Software or on or with any Paperless Parts packaging if the Software is delivered to You; or (iii) obtained from Paperless Parts on request. Offering Identification does not include any designation, confirmation, packaging or other document provided by a reseller or other third party.
“Offerings” means Software, Web Services and other Benefits provided by Paperless Parts and any Subscriptions for such items. Offerings may include free and other Trial Versions of Software, Web Services and other Benefits.
“Order Form” means a document or electronic process executed between You and Paperless Parts through which You purchase Paperless Parts products and/or services, on a form provided by Paperless Parts.
“Output” means all results, work product, designs, prototypes or other items created or generated by or through any use of any Offering, including any products, parts or services based on or using such results, work product, designs, prototypes or other items.
“Paperless Parts” (or we, us or our, whether or not capitalized) means Paperless Parts, Inc., a Delaware (United States) corporation, together with its subsidiaries and other affiliates.
“Services” means Offerings that we have agreed to provide You (including but not limited to Trial Versions that we make available), by corresponding Subscriptions or otherwise.
“Software” means any software or similar materials, including any modules, components, features and functions, made available by Paperless Parts, whether or not provided as part of a Subscription and whether or not provided for a fee. Software includes Updates and Upgrades.
“Subscription” is defined in Section 6.
“Subscription Type” means the type of Subscription (if any) that you purchase from Paperless Parts, as indicated in the applicable Order Form or Offering Identification.
“Territory” means the country or jurisdiction where You acquired Your Subscription. Paperless Parts may indicate the applicable Territory in an Offering Identification. For additional information regarding the definition of Territory see Section 22.
“Trial Versions” will have the meaning set forth in Section 11.
“Updates” means security fixes, hot fixes, patches and other updates (including new features, new functions and other modifications released between Upgrades), if and when made available to You by Paperless Parts and determined by Paperless Parts to constitute an update.
“Upgrades” means new versions of Offerings, or add-ons to or additional products associated with Offerings, if and when made available to You by Paperless Parts and determined by Paperless Parts to constitute an upgrade.
“Web Service” means a web- or cloud-based service made available by Paperless Parts, whether or not provided as part of a Subscription and whether or not provided for a fee.
“Web Services Type” means the Web Services type (if any) specified by Paperless Parts for a Subscription (for example, number of cloud credits).
“Your Content” means (i) any and all files, designs, models, data sets, images, documents, pricing formulas or algorithms, quotes, customer lists, messages, content, or similar information or material submitted or uploaded to Paperless Parts through Your Account or any Offering by You or Your Authorized Users and (ii) Your specific output generated from the use of any Offering based on Your own raw data or information (in each case, excluding any Paperless Parts Property comprising any portion thereof and any Derived Data).
22. Country-Specific Terms
Notwithstanding the other provisions of the Terms, if Your principal place of business is in (or, if You are an individual, You are a resident of) a country or jurisdiction identified below, the terms set forth below for such country or jurisdiction will apply to You:
22.1 Member states of the European Union
If You acquired Your Subscription in a member country of the European Union or the European Free Trade Association, the applicable “Territory” for such Subscription is all the countries of the European Union and the European Free Trade Association.
If Your principal place of business is in (or, if You are an individual, You are resident of) a Member State of the European Union and there are any court proceedings in a Member State between You and a third party relating to the use of an Offering, (i) You will inform Paperless Parts promptly in writing of such court proceedings, and (ii) You will not serve Paperless Parts with a third party notice regarding such proceedings unless Paperless Parts requests in writing that You do so.
The following provision may apply to You depending on Your circumstances:
Our goods come with guarantees that cannot be excluded under the Australian Consumer Law (ACL). If the ACL applies to You, You may be entitled to a replacement or refund for a major failure and for compensation for any other reasonably foreseeable loss or damage, and may be entitled to have the goods repaired or replaced if the goods fail to be of acceptable quality and the failure does not amount to a major failure.
In addition to Your other rights and remedies under law in relation to the Offerings, Offerings that are legitimately purchased also come with a 90-day limited warranty as set out in the Terms.
Paperless Parts will not be responsible for user error and may refer any such issues to a supporting reseller, if any. You may be required to return the Offering to the address we provide to You at the time, at Your own cost.
DESPITE ANYTHING ELSE IN THE TERMS, IF ANY OFFERING IS SUBJECT TO THE MANDATORY WARRANTIES OR GUARANTEES OF THE COMPETITION AND CONSUMER ACT (CTH) OR OTHER APPLICABLE LAW IN AUSTRALIA (THE “LAW”), AND SUCH LAW PERMITS PAPERLESS PARTS TO LIMIT ITS LIABILITY FOR BREACH OF THESE WARRANTIES OR CONDITIONS, THEN PAPERLESS PARTS’ LIABILITY FOR BREACH OF ANY SUCH WARRANTY OR GUARANTEE WILL BE LIMITED AT PAPERLESS PARTS’ OPTION TO THE REPAIR, REPLACEMENT OR REPERFORMANCE (OR THE COST OF DOING SO) OF THE RELEVANT OFFERING.