You agree to these General Terms on behalf of the company or other legal entity for which You are acting (for example, as an employee or contractor) or, if there is no company or legal entity, on behalf of yourself as an individual (in either case, “You”). You represent and warrant that You have the right and authority (as well as the capacity—for example, you are of sufficient legal age) to act on behalf of and bind such entity and yourself.
2. No Right of Return for Refund
JoinerCAD software has 45 days Trial version, which allows users to try and to use software at its full functionality for free. Therefore, all the users have possibility to evaluate software, to find out if it meets their requirements or not, and after that to decide whether to purchase or not to purchase JoinerCAD Pro (Section 6) subscription. This JoinerCAD software 45 days Trial version for free makes Right of Return for Refund meaningless, because software suitability can be evaluated with no paying money for it.
3. Account And Login
To subscribe to an Offering, you need a JoinerCAD account, which can be reached only through Your JoinerCAD account. JoinerCAD software is an extension of Fusion 360 software, which is a product of Autodesk Inc. and can be used only by having Autodesk account. Meanwhile, JoinerCAD is controlled by ČELI AUTOMATIZUOTO PROJEKTAVIMO SISTEMOS, UAB (legal entity reg. No. 124717641), (hereinafter referred to as the “Čeli APS”), which is an authorized Autodesk Inc. developer and reseller. So, for the reasons listed above, your Autodesk account indicates You as Fusion 360 software user, also it indicates you as a JoinerCAD software user, if it is installed on your computer, of course. Therefore, Your JoinerCAD account can be reached by using your Autodesk account, if such permission is given from you.
You are responsible for anyone who obtains, accesses or uses Offerings through You or Your JoinerCAD account. This means that You are responsible for Your Authorized Users’ (Section 6) compliance with these Terms. In certain cases, your Authorized Users may be required to set up individual JoinerCAD accounts or otherwise agree to applicable terms in order to obtain, access or use Offerings, but that requirement does not affect your responsibility for your Authorized Users.
You are also responsible for the security of Your JoinerCAD account, and all activity associated with Your JoinerCAD account. This means that You will ensure that only your Authorized Users use offerings associated with your JoinerCAD account and will secure and not share user IDs or passwords (except with authorized account administrators/owners).
You will ensure that all Your JoinerCAD account information (including 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.
Your JoinerCAD 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. Your account is designed to be accessible virtually anywhere, anytime via the webpage.
Your JoinerCAD account features may include:
Single sign-in to JoinerCAD sites and services,
Management of Your subscriptions within Authorized Users assigned,
Access to Offerings,
Access to Downloads,
Access to Invoices,
Access to other JoinerCAD relative services/web services,
Access to Automated Billing (Automatic renewal of subscription) switch on/off,
Access to technical support, learning resources and subscription news.
4. You Own Your Work
You will retain Your ownership rights to files, designs, models, data sets, images, documents or similar material created by you or your Authorized Users and submitted or uploaded to any Offering by you or your Authorized Users.
Company is committed to protecting Your privacy and letting you know what Čeli APS will do with Your personal/legal entity (as employee) information. Company’s Privacy Statement sets forth how Čeli APS may collect, use, store and process information of or relating to You/legal entity (as employee), and how You may request access to or deletion of Your personal/legal entity (as employee) information or exercise other privacy rights. You acknowledge that You have read and understand the Privacy Statement.
Your subscriptions (name - JoinerCAD Pro) may include Software or Web Services or a combination of both Software and Web Services. Your subscriptions may also include additional Benefits like:
Full software functionality,
Rights to Web services or other JoinerCAD relative services,
Home use benefits,
Rights to previous versions,
Access to forums, newsletters, webinars, galleries and other educational information.
LENGTH OF SUBSCRIPTION
Your subscription to an Offering will be for a fixed term of limited length, the length of which should be indicated at the time of purchase and should be reflected on Your confirmation of purchase or other Offering Identification.
RENEWAL OF SUBSCRIPTION
At the end of your subscription period for an Offering, you may be able to renew your subscription to the extent, and on the same terms, that company then generally makes commercially available to subscribers of such Offering in the same geography. Certain subscriptions may have the option of automatically renewing. If you would like to cancel any such automatic renewal, please see Cancelling Automatic Renewal (Automated Billing) for Subscription.
ASSIGNING AUTHORIZED USERS TO SUBSCRIPTION
Subscription has at least one working seat for JoinerCAD software. Depends on needs, subscription can be bought within more than one seat. If it so, JoinerCAD account owner has the right so assign/remove other persons, who have Autodesk account, as JoinerCAD Pro users to/from subscription. Such assigned JoinerCAD Pro users are named Authorized Users.
If You order software for delivery, or You order an Offering that includes software (for example, if a Web Service Offering requires client Software), the software will at Čeli APS’s discretion be made available for download through Your JoinerCAD account or through Fusion 360 software App-store or through JoinerCAD webpage.
For any Offering consisting of software that Čeli APS makes available or delivers to You, and subject to compliance with these Terms and all payment obligations, Čeli APS 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 in accordance with the Documentation of the Offering and other Terms. Any software (including any Update or Upgrade) that Čeli APS makes available or delivers to You is licensed for a limited subscription period, not sold, and You may not transfer it.
Čeli APS may make available or deliver Updates or Upgrades to 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. All such Updates or Upgrades will be installed automatically without asking JoinerCAD user permission to do it.
JoinerCAD has 45 days Trial version for free, which allows user to use software at its full functionality (including all JoinerCAD related services). It also allows user to evaluate software suitability and to decide whether to buy it or not. After Trial version expiration, JoinerCAD automatically turns into Basic version.
JoinerCAD Basic version is permanent version for free but with some limitations of functionality. If JoinerCAD user wants to have JoinerCAD software at its full functionality, he needs to buy JoinerCAD Pro subscription.
JoinerCAD Pro version, which is available for the period of bought subscription and allows the user to use software at its full functionality. The subscription can be extended and charged automatically if such setting is set in the JoinerCAD account of the subscriber. Otherwise, if subscription expires, so JoinerCAD Pro version automatically turns back into JoinerCAD Basic version.
8. Web Services – Woodwork Hive
During the usage of JoinerCAD Trial version and if you subscribe to JoinerCAD Pro, it means You are allowed to use JoinerCAD related Web service – Woodwork Hive, which is URL bases Web service (http://woodworkhive.com). Čeli APS will provide those Web Services to you for the period of your subscription or period of Trial version (45 days), subject to compliance with these General Terms and all payment obligations, and also Woodwork Hive Privacy Statement. You may access and use the Web Services solely in accordance with the Documentation for the Offering and other Terms.
Web based service (Woodwork Hive) is a JoinerCAD software linked Cloud platform, which allows JoinerCAD Pro subscriber (user)/Trial version user to get services like BOM (Bill of Material), Material replacement etc. It also allows (only if the user wants and gives a permission) to use Spreadsheet format BOM templates, which are available at user’s Google Drive.
Čeli APS will make the Web Services available to you consistent with the manner in which Čeli APS makes such Web Services generally commercially available to users with the same subscription as You (including level, geography and other attributes).
9. Access to And Use of Offering
Depending on the Offering, you may be required to log into Your JoinerCAD 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 these General Terms.
Some Offerings may cause your Electronic 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 is not available for other 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, 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 are available in all locations or languages.
ČELI APS API
When You subscribe to an Offering, Čeli APS does not provide You with access to applications programming interfaces, software development kits, tools, libraries, scripts, sample source code and similar developer material specifically for use of such Offering.
USE OF THIRD-PARTY MATERIAL AND SERVICES
Čeli APS 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 in connection with Offerings. Any such Third-Party Material/Services may be governed by different Terms found on a webpage specified by Čeli APS. If there are no Third-Party Terms, your use must be limited to the same terms as the Offering for which you received the Third-Party Material/Services, and solely in connection with your use of such Offering. You take sole responsibility for determining, obtaining and complying with all Third-Party Terms. Čeli APS will have no responsibility for and makes no representations and warranties regarding any Third-Party Material/Services or your use of such Third-Party Material/Services, and the Third-Party Terms or your compliance with such Third-Party Terms.
THIRD-PARTY TRADEMARKS, SOFTWARE CREIDTS AND ATRIBUTIONS
USE OF YOUR CONTENT
In order for You to access or use certain Offerings, or for Čeli APS to provide You with certain services, you may wish to upload or otherwise share Your Content. Čeli APS personnel will not use Your Content except at Your request, or with Your consent—for example, when providing You support, or addressing a technical issue or other request; in connection with providing and improving Offerings (including maintaining, securing, updating or otherwise modifying Offerings); or in connection with legal-related obligations, enforcement, investigations or proceedings (for example, in response to a valid subpoena). In general, Čeli APS does not screen or review content that is posted to any Offering, website or service or otherwise made available to Čeli APS. Čeli APS reserves the right, however, to screen and review Your Content, and may block or remove content for any reason, including because it is not in compliance with these General Terms (for example, illegal, offensive or phishing-related postings or spam). When You provide or make accessible Your Content, you authorize Čeli APS and its designees to use, reproduce, modify, distribute and make available your Content in connection with providing you with Offerings and allowing Čeli APS to fulfill its obligations and as otherwise permitted by these General Terms.
You 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 these General Terms, and warrant that your Content will not infringe or misappropriate any intellectual property or proprietary rights of any person or violate any applicable laws or regulations. Čeli APS 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. Čeli APS recommends that You regularly backup your Content to your own storage. You are at all times responsible for storing and maintaining any such backup copies of Your Content.
COLLABORATION ANS SHARING OF YOUR CONTENT
Some Offerings permit You to collaborate with others, including sharing our Content or publishing Your Content—for example, to a forum or to other services. If You choose to share or publish Your Content (whether by collaboration on or sharing files with a project, emailing, 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.
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. Čeli APS 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, Čeli APS may make available Your information or Your Content to such third party; Čeli APS will, however, have no responsibility or liability for the actions of such third party, and all governing terms and conditions, including those regarding privacy, are between You and such third party.
Separate from its Offerings, Čeli APS may provide information on its general websites. You agree to use such Čeli APS websites.
You have no obligation to provide Čeli APS with ideas for improvement, suggestions or other feedback. If, however, you provide any Feedback, you hereby grant to Čeli APS a non-exclusive, transferable, irrevocable, worldwide, royalty-free license (with rights to sublicense) to make, use, sell, offer to sell, reproduce, modify, distribute, make available, publicly display and perform, disclose and otherwise exploit the Feedback and any Offerings using the Feedback.
12. Limitations On Use
OFFERINGS ARE TOOLS
The Offerings are tools and are intended only to assist You with Your design, analysis, simulation, 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. Čeli APS 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.
OFFERINGS ARE NOT DESIGNED FOR STORAE OF SENSITIVE PERSONAL/LEGAL ENTITY 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. Except as expressly required by Čeli APS (for example, a credit card number used to purchase a subscription), You will not upload or otherwise make available to Čeli APS any Sensitive Personal/Legal entity (as Employee) Information, including any files containing Sensitive Personal/Legal entity (as Employee) Information, in connection with Your use of any Offering.
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 these General Terms, including any Additional Agreements or Terms, or as otherwise expressly permitted in writing by Čeli APS, You will not:
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.
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).
Access or use any Offering on or through the internet (other than as made available by Čeli APS 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, webhosting, timesharing, software as a service, platform as a service, infrastructure as a service, cloud or other web-based, hosted or similar service.
In addition, You will not:
Remove any copyright, trademark, confidentiality or other proprietary rights notice from any Offering, Documentation or related material.
Remove, disable or otherwise limit the effectiveness of any technical protection used by Čeli APS to manage, monitor, control or analyze the installation of, access to, or use of any Offering or protect Čeli APS’s intellectual property rights.
Post, transmit or otherwise make available using the Offerings any information or material that is or may be:
false, libelous, defamatory, fraudulent or otherwise unlawful or tortious.
threatening, harassing, degrading, hateful or intimidating, or that otherwise fail to respect the rights and dignity of others.
obscene, indecent, pornographic or otherwise objectionable.
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.
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.
secret codes, countersigns, crypto-currency, passwords or other similar information.
advertising, spam, an offer to sell or buy any goods or services, a “chain letter” or any other form of solicitation, or 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.
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.
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.
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.
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.
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”).
Use any Offering or the output of any Offering in connection with the training of a neural network or machine learning, deep learning or artificial intelligence system or software.
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 Čeli APS).
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 Čeli APS).
You or Čeli APS (as the Disclosing Party) may disclose or make available Confidential Information to the other party (as the Receiving Party) in connection with these Terms. 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 will use the Confidential Information of the Disclosing Party only in connection with Offerings, and 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 these General 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. Čeli APS 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 Čeli APS, 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.
14. Čeli APS Property Rights
You acknowledge and agree that Čeli APS and its licensors and suppliers will have all ownership of and all rights with respect to the Offerings, Documentation, APIs, Metrics and other information or material provided or made available by Čeli APS to You and any copies of the foregoing, or any materials or other information based on, derived from or otherwise using any of the foregoing (including all rights under trade secrets, copyrights, trademarks, patents and all other intellectual property or proprietary rights relating to any of the foregoing). The structure and organization, the underlying algorithms and other internals, the protocols, data structures and other externals, and the source code of the Offerings and the APIs constitute proprietary and confidential information of Čeli APS, and You will not disclose such information 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 these General Terms, without Čeli APS’s prior written consent. Also, you agree not to access or attempt to access the Offerings by any means other than the interface Čeli APS 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 or APIs, except as expressly permitted under applicable law notwithstanding a contractual prohibition to the contrary. Čeli APS 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 these General Terms, without Čeli APS’s prior written consent.
You have only the rights expressly granted to You under these General Terms (including any Additional Agreements or Special Terms). All rights not expressly granted are reserved by Čeli APS and its licensors and suppliers; Čeli APS and its licensors and suppliers expressly disclaim (and You agree not to assert) any 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.
15. Warranty, Disclaimers, Limitations on Liability
Čeli APS warrants that, for any paid subscription, as of the date on which the subscribed-for Offering is made available to You and for 60 days (Warranty Period) the Offering will provide the general features and functions described in JoinerCAD webpage (www.joinercad.com). Čeli APS’s entire obligation and liability, and your sole and exclusive remedy, for Čeli APS’s breach of this warranty will be for Čeli APS, at its option, to attempt reasonably to remedy the breach or to 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 THE “Limited Warranty” SECTION ABOVE, AND ANY EXPRESS WARRANTIES SET FORTH AS SUCH IN ANY ADDITIONAL AGREEMENTS OR SPECIAL TERMS, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, (i) THE OFFERINGS ARE PROVIDED “AS IS,” AND ČELI APS 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 OR ANY 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 (including any statements about their functionality or performance) or Output, or other communications with You, that are not contained in these General Terms, or any Additional Agreements or 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, Čeli APS does not warrant or otherwise commit that the Offerings or Output, or the access thereto or use thereof, will be available, uninterrupted, error-free, secure, accurate, reliable or complete; the Offerings will meet any particular performance or availability criteria; Your Content will not be lost or damaged or 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 an Offering is subject to the technical limitations of the Offering.
LIMITATIONS ON LIABILITY
Neither Čeli APS 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 Čeli APS and its licensors and suppliers with respect to any Offering or Output thereof will in no event exceed the amount paid or payable by You for the Offering in 2-month period before the events or circumstances giving rise to the liability first occurred.
The limitations on liability in these 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 Čeli APS has been advised of the possibility of the liability and regardless of whether the limited remedies in these General 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 these General Terms and that such disclaimers and limitations are an essential element of the bargain between You and Čeli APS.
RELATIONSHIP TO APPLICABLE LAW
These general Terms, other Additional Agreements/Terms and any disputes arising out of or in connection with these documents will be governed by the law of the Republic of Lithuania.
You will indemnify and hold harmless Čeli APS against any and all losses, liabilities, expenses (including reasonable attorneys’ fees) suffered or incurred by Čeli APS by reason of any claim, suit or proceeding arising out of or relating to Your Content; Your (including Your Authorized Users’) use of Offerings, including any Output or other results produced by such use; and Your (including Your Authorized Users’) breach of these General Terms (including any Additional Agreements or Terms).
17. Terms, Termination, Suspension
These General Terms become effective on the first date accepted in accordance with the "Acceptance" section (Section 1) and continue in effect indefinitely unless terminated in accordance with this “Term, Termination, Suspension” section (Section 17).
YOUR RIGHT TO TERMINATE
You may terminate Your subscriptions and these Terms if Čeli APS is in material breach of these Terms (including any Additional Agreements or Terms) and fails to cure such breach within 60 days after written notice of the breach.
ČELI APS ‘S RIGHT TO TERMINATE
Čeli APS may terminate any or all of Your subscriptions or other Offerings, these General Terms and/or Your account, if You have no current paid subscriptions; You have failed to timely pay any amounts (including fees and taxes) owing with respect to any Offerings or otherwise owing to Čeli APS; You (including any of Your Authorized Users) are in material breach of these General Terms (including any Additional Agreements and Terms) and fail to cure such breach within 60 days after written notice of the breach; or 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. These General Terms will automatically terminate without further notice or action by Čeli APS if You go into liquidation.
EFFECT OF TERMINATION OF SUBSCRIPION
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 Čeli APS). In addition, at Čeli APS’s request, you will destroy any such copies or return them to Čeli APS or the reseller from which You acquired the Offering.
EFFECT OF TERMINATION OF TERMS
Upon any termination of these General Terms for any reason, your account and Your subscriptions and other Offerings, including those of Your Authorized Users, will immediately terminate. You will cease all access to and use of any Offerings (including all access and use by Your Authorized Users), and the effects described above with respect to expiration or termination of a subscription or other Offering will apply.
ČELI APS ‘S RIGHT TO SUSPEND
If Čeli APS believes in good faith that Your Content or Your conduct or failure to act (including the conduct or failure of Your Authorized Users) may pose a security risk or otherwise adversely impact Offerings, systems or other users; constitute or enable tampering with, removing, disabling or otherwise limiting the effectiveness of any technical protections; subject Čeli APS, any reseller or any other user to liability; or not comply with these General Terms (including any Additional Agreements and Terms, including failure to pay any amounts owing with respect to any Offerings, Čeli APS 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 Čeli APS reasonably determines that immediate action is prudent, Čeli APS will seek to notify You of the planned disabling or suspension before it takes effect.
CHANGES TO THE OFFERINGS
Čeli APS reserves the right from time to time to (and You acknowledge and agree that Čeli APS may) modify or release subsequent versions of an Offering, or may discontinue an Offering and/or provide instead a substitute Offering; modify or discontinue the Benefits, features and functionality, or supporting services or availability with respect to an Offering, whether generally or in any geographic area or language; or add or modify license keys, authorizations or other means of controlling access to or use of the Offerings. Čeli APS will endeavor to inform You of major changes to the Offerings.
CHANGES TO TERMS
To the maximum extent permitted by applicable law, Čeli APS reserves the right from time to time to (and You acknowledge that Čeli APS may) modify these General Terms. Čeli APS will endeavor to notify You of any material modification to the General Terms.
LANGUAGE OF TERMS, SOFTARE AND ACCOUNT
JoinerCAD software, JoinerCAD account and all related Terms are available in English. Also, Čeli APS has the right, but not obligation, to make all these things in other foreign languages.
Čeli APS has the right to verify the installation of, access to, and use of any Offerings by You and Your Authorized Users. As part of any such verification, Čeli APS or its authorized representative has the right, on 15 days’ prior notice, to inspect Your records, systems and facilities, including machine IDs, serial numbers, Autodesk IDs, and other related information, on Your premises using an Čeli APS approved verification tool. In addition to Čeli APS’s right to perform a verification on Your premises, you shall within 15 days of such verification request, provide a report to Čeli APS using an Čeli APS approved verification tool, that contains information relating to the installation of, access to, and use by You and Your Authorized Users of any Offerings including machine IDs, serial numbers, Autodesk IDs, and other related information. If Čeli APS determines that Your installation of, access to, or use is not in conformity with these General Terms (including any Additional Agreements or Terms), You will immediately purchase new subscriptions to remedy the noncompliance and pay Čeli APS’s reasonable costs of the verification. Čeli APS reserves the right to seek any other remedies available at law or in equity.
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. 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.
You may not assign or otherwise transfer these Terms or Your rights or obligations under these General Terms (whether by operation of law or otherwise) without Čeli APS’s prior written consent, and Čeli APS may terminate these General Terms (including Your rights under these General Terms) 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 Čeli APS. Čeli APS may assign or otherwise transfer these General Terms (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.
These General Terms, including the Privacy Statement, any Additional Agreements or Terms constitute the entire agreement between You and Čeli APS with respect to the subject matter hereof.