KNOWLEDGE BRIDGE TERMS OF SERVICE AND USE OF
TOOLS AND WEBSITE (EFFECTIVE 1/1/2019)
WARNING: DO NOT USE THE KNOWLEDGE BRIDGE WEBSITE UNTIL YOU HAVE
CAREFULLY READ THIS AGREEMENT
This Terms of Service and Use of Tools and Website Agreement (“Agreement”) controls the
legal use of our Tools and any website or app you use to access our Tools.
THIS AGREEMENT CONTAINS PROVISIONS THAT, IN EXCHANGE FOR GIVING YOU
CERTAIN PRIVILEGES, SUCH AS USING OUR TOOLS, WILL LIMIT YOUR LEGAL
RIGHTS. FOR EXAMPLE, THIS AGREEMENT INCLUDES A CLASS ACTION WAIVER
AND REQUIRES BINDING ARBITRATION, RATHER THAN LAWSUITS, TO RESOLVE
Unless you agree to abide by the intent and letter of this agreement, you may not use any of our
Tools or our website.
OUR TOOLS ARE FOR COMMERCIAL AND NONCOMMERCIAL FREE AND
EDUCATIONAL (FREEEDUCATIONAL) USE ONLY – NOT CONSUMERS
You must be at least twenty-one (21) years old, or be a FreeEducational user, to use the Tools. In
addition, if you are a resident of the European Union, you must be at least sixteen (16) years old
to use the Tools without consent of the person or persons – a parent, guardian, or authorized
teacher – who have parental responsibility for you.
COMMERCIAL AND EDUCATIONAL USE ONLY
Our company provides access to tools having commercial applications which require
professional levels of competence for safe and successful use. We intend that most of our
Authors are licensed engineers or engineers working in commercial contexts where designs can
be checked by other engineers.
Use of Output which is erroneous or based on incorrect design assumptions, calculations, or any
of an infinity of factors beyond our control or under our control, could result in grievous and
costly harm to You, an End User, or some other party.
Therefore, we do not permit access to our Tools by non-professional users, such as
We do permit free educational (“FreeEducational”) use of our tools, but only with strict
restrictions. For one example, if you FreeEducational user the output of the Tools used for
educational purposes may not be used commercially or for anything other than educational
The Tools are used to build Applications. You are responsible for controlling access to any
Applications that you build and deploy and ensuring that any Application can be used safely by
those you authorize to use them within your organization.
Unless you are a FreeEducational User, this Agreement does not authorize you to enable access
to any Application to any user outside your Organization or, if you are an individual, to enable
access to anyone else. Such deployments are covered under separate agreements.
HOW YOUR CONSENT IS OBTAINED
We hope you are reading this Agreement carefully, but even if you do not, we have given you
multiple opportunities to read and to affirm that consent to the Agreement and provided clear
warnings that understanding and adherence to this Agreement is required to use the Tools. It is
our intention that You be bound to the Agreement if you use the Tools at all, which is why you
were presented this Agreement as part of your sign-up process.
YOU CONSENT TO THIS AGREEMENT MERELY BY USING ANY TOOL
THROUGH ANY MEANS – THIS HAS LEGAL IMPLICATIONS
If you take action, such as completing the sign-up process, that tends to show you agreed to be
bound by the Agreement, you will have entered into a legal contract with us that creates rights
and responsibilities for both you and us.
BY CREATING AN ACCOUNT, SIGNING IN VIA A WEB BROWSER OR MOBILE APP
OR APPLICATION PROGRAMMING INTERFACE, OR USING ANY TOOL, YOU
ACKNOWLEDGE AND AGREE THAT:
1. YOU HAVE BEEN ADVISED TO READ THIS AGREEMENT, GIVEN THE
OPPORTUNITY TO READ IT, AND EVEN IF YOU DON’T READ IT, AGREE TO
BE BOUND BY ITS TERMS;
2. YOU UNDERSTAND IT OR HAVE HAD AN OPPORTUNITY TO GET HELP FROM
A LAWYER TO UNDERSTAND IT;
3. YOU ARE BOUND BY ITS TERMS;
4. YOU ARE A PROFESSIONAL USING THE TOOLS IN A COMMERCIAL
CONTEXT OR a FREEEDUCATIONAL USER, NOT A CONSUMER;
5. YOU WILL BE RESPONSIBLE FOR THE LEGAL, SAFE, AND CORRECT
OPERATION OF ANY APPLICATION THAT YOU BUILD OR DEPLOY EITHER
DIRECTLY OR BY THOSE YOU AUTHORIZE TO RUN THEM WITHIN YOUR
6. YOU HAVE HAD THE OPPORTUNITY AND TIME TO INSPECT THE TOOLS AS
THOROUGHLY AS NEEDED TO DETERIMNE THE TOOL’S SUITABILITY AND
OPERATION BEFORE ATTEMPTING TO USE THE TOOLS FOR ANY ‘REAL-
WORLD’ DEVELOPMENT AS DISCUSSED BELOW;
7. YOU HAVE THE PROPER AUTHORITY TO ENTER INTO THIS AGREEMENT,
AND TO BIND ALL USERS TO THIS AGREEMENT; AND
8. YOU MAY RECEIVE, WITHOUT FURTHER NOTICE OR PROMPTING, UPDATED
VERSIONS OF THE SOFTWARE TO BE USED ONLY SUBJECT TO THIS
AGREEMENT. IF YOU DO NOT AGREE TO THE FOREGOING, YOU MAY NOT
ACCESS OR USE THE SOFTWARE.
IF YOU ACCESS THE TOOLS THROUGH ANY MEANS OTHER THAN AN
UNMODIFIED WEB CLIENT, THEN IN ADDITION TO THIS AGREEMENT, YOU ALSO
ARE SUBJECT TO THE TERMS AND CONDITIONS OF ONE OR MORE OTHER
AGREEMENTS. FOR EXAMPLE, ACCESS THROUGH A THIRD-PARTY APP MAY
IMPLICATE OUR CURRENT KNOWLEDGE BRIDGE API AGREEMENT. IN THAT
CASE, YOUR USE OF KNOWLEDGE BRIDGE’S API CONSTITUTES YOUR
AGREEMENT TO THOSE TERMS AND CONDITIONS.
ADDITIONAL TERMS MAY APPLY
This Agreement provides the basic terms and conditions of your use of our Tools. You may be
subject to additional terms that will be presented to you for your acceptance when you access
resources such as apps, special pages or websites, or sign up to use additional services,
applications, or Tools. If any term of this Agreement is inconsistent with the additional terms,
those additional terms, which are generally more specific and related to the supplemental
resources will be controlling.
THESE TERMS WILL BE UPDATED FROM TIME TO TIME
At any time, and in our sole discretion, we may update these terms to reflect best practices, new
products, or new requirements of law. When changes are made, a revised Agreement will be
made available on our website and/or within apps, API’s or the like. The revised terms will be
effective immediately for all Users whether new or existing.
We may require Users to provide consent to the updated Agreement in a specified manner before
further use of Tools is permitted. Notwithstanding, continued use of the Tools constitutes
acceptance of any changes even without affirmative consent.
“Application” includes (but is not limited to) any program that you create using the Tools that
will be used to create Outputs. An Application can be for Authors, including editable or non-
editable rules that can be incorporated into another Application, an End-User Application that
can be executed via an End-User license but does not enable rule authoring, or an OEM
Application, which incorporates a Knowledge Bridge license that enables the user to run only
that particular Application (and does not enable rule authoring).
“Content” is Your Work and your Output. However, for the purposes of confidentiality, Content
does not include anything that (1) is or becomes generally known to the public without Our
breach of this Agreement, (2) was known to us prior to its disclosure by you without breach of
any obligation owed to you, (3) is received from a third party without breach of any obligation
owed to you, or (4) was independently developed by Us.
“Documentation” is all of the material, whether in physical form or otherwise, that We provide
to describe the use and behavior of the Tools.
“Educator” is an individual or organization teaching any Student.
“End User(s)” are any and all those persons or entities that You can foresee running your
Applications and making use of the Output.
“Our Technology” includes, without limitation, all of Our software, programs, documentation,
scripts, web-content, security systems, know-how, trademarks, patented methods, apparatuses,
systems, and the like, including, but not limited to the Knowledge Bridge product and any
optional add-on products.
“Output” comprises designs, data, decisions, configurations, renderings, programs, meta-data,
geometric representations of parts and assemblies, calculated values, models, renderings,
drawings, bills of material, proposals, quotes, cost estimates, computer control files, or any other
outputs that can be used for commercial purposes or to directly or indirectly create a physical or
soft product that results from using the Tools and Your Work.
“FreeEducational User” is an individual or entity whose purpose in using the Tools is for
learning. Educators, students, and other free or trial users are not legally or in fact qualified to
independently verify the appropriateness and correctness of Output, or the suitability of the
Output for any particular use. Therefore, all FreeEducational Users agree not to attempt to use
Output for real-world or commercial applications. By real-world, we mean where any
foreseeable person or entity that could be affected by Output has a belief that any use of Output
could be relied upon for any purpose other than learning about Our Technology. For the
avoidance of doubt, our intention in allowing FreeEducational use is to promote learning,
develop competent practitioners and identify the need for additional features in the Tools. We
do not permit any uses that could lead to harm to any person or property. Only professionals
with proper training should ever attempt to use the Tools to advise, design, implement, guide,
analyze, advice, opine, etc. with regard to any aspect of a physical or logical design that could
affect a person or property. It is the responsibility of professional users to have the proper
training, licensing, diligence, skill, and care that is appropriate under the totality of the
circumstances. We do not regard, vet, expect, or require FreeEducational users to meet those
qualifications, and in return for access as a FreeEducational user we expect those user’s willing
forbearance from engaging in potentially hazardous or remunerative activities. By becoming a
FreeEducational user, you are representing to Us that you understand and agree with these rules.
All FreeEducational use requires all Applications and Output to be published to the world for
royalty free, educational uses.
“Users” are You, or members of your organization indicated by you, who use Tools to Create
Applications, Educator, or FreeEducational Users
“We” (or “Us”) is Engineering Intent Corporation, doing business through various brands and
websites such as Knowledge Bridge. “We” includes affiliates over which we exert substantial
control, our agents and licensors (e.g. of software components or systems we need to deliver or
host the Tools). “We” also includes the respective officers, directors, and employees of the
foregoing. “We” does not include third parties who may recommend the use of the Tools, who
claim to have expertise in the use of the Tools. “We” does not include others who offer products,
Applications, code, tutorials, or any other material on our App Store. “We” includes “our,” “us,”
or other words appropriate to refer to Engineering Intent Corporation, its parents and
subsidiaries, affiliates, officers, employees, agents, partners and licensors.
“Tools” are the Knowledge Bridge product and any add-ons provided by Engineering Intent as
well as any other programs, systems, websites, documentation, advice, services (whether direct
or as SAS) and related support provided by us.
“You” are (a) a professional individual engaged with us as a commercial customer. As a
professional you, based your own professional judgment and at your own risk, may choose to use
Our Technology in the course of your business to deliver Outputs to non-commercial customers.
We are not a party to those transactions and do not engage with consumers. (b) a commercial
organization using the Tools through any means, (c) An Educator, or (d) a FreeEducational User.
If you are an organization, the individual who agrees to this Agreement on your behalf is
representing himself as having and must in fact have the authority to bind the organization and
its End Users to this Agreement. If you are an Educator using the Tools or causing or enabling
the Tools to be used by students in an educational environment, then the individual who agrees
to this Agreement must (1) have authority to bind the educational institution of which you are a
part on its behalf, (2) agree to be bound by the Agreement on behalf of your students, (3)
acknowledge that you are responsible for such Students’ use of the Tools, and (4) affirm that you
are authorized by the jurisdiction in which you operate to consent to the Agreement on behalf of
such students. If We do not specify whether certain language applies to You, an End User,
Educator or Student, then the relevant terms apply to all.
“Your Work” includes, (but is not limited to), design rules, design structure, files, designs,
custom user interfaces, models, data sets, images, documents, scripts, code, apps or related
materials of which You are the sole creator or of which You have legal ownership.
OWNERSHIP AND USE OF YOUR CONTENT
You own Your Work. However, if you are a FreeEducational User, your use of the Tools
constitutes a license to the world to use Your Work for educational purposes.
You own the Output resulting from using your work with the Tools. However, if you are a
FreeEducational User, your use of the Tools constitutes a license to the world to use, publish,
modify, reproduce, distribute, perform, and create derivatives the Output as if you provided a
license to the world for all possible copyright related purposes.
To use the Tools, your work will have to be transmitted to systems that run our Tools.
YOUR RESPONSIBILITIES FOR YOUR CONTENT
By using the Tools to create Applications, for any other purpose, you acknowledge and agree
that (1) you have sole responsibility for the accuracy, quality, integrity, legality, reliability, and
appropriateness of your Content, (2) you will evaluate and bear all risks associated with your
Content, and (3) We are not liable in any way for your Content no matter how you transmit or
otherwise use it. (4) We are not liable for any errors or omissions. (5) We are not responsible for
how your Output is used, or the consequences of using your Output for any purpose. For
example, if you use the Tools to create Output used to build something that fails or injures
someone, You are solely responsible. (6) You are responsible for making appropriate backups of
OUR RESPONSIBILITIES FOR YOUR CONTENT
We will use commercially reasonable efforts to provide continuous access to the Tools and to
keep the Tools running as documented. However, We do not guarantee your Content will be
available or useable after termination of Your subscription or otherwise. Moreover, We do not
guarantee the security of any Content. You are encouraged to practice effective and secure
content retention practices. You are responsible for controlling access to Your Content.
Our personnel will not access Content that User has not made publicly accessible except (1) as
part of providing, maintaining, securing or modifying the Tools for you or other users, (2) via
automated tools intended to address or prevent a security breach, service, support or technical
issue, (3) at your request or with your consent given to Our technical support team and/or other
personnel as part of addressing or preventing a service, support or technical issue, (4) if you
submit Content in connection with listing an App in our App Store, (5) in connection with legal
obligations or proceedings as described below, or (6) as otherwise described in Our Privacy
Content (other than that described in the exceptions listed above) will be considered the
confidential information of User. In hosting and otherwise using your Content, We will use the
same degree of care that We use to protect the confidentiality of Our own confidential
information of like kind (but in no event less than reasonable care) and agrees (1) not to use Your
except as you otherwise permit in writing. We will limit access to Your Content to those of Our
employees, contractors, service providers and agents who need such access for purposes
consistent with this Agreement, and who are subject to similar confidentiality obligations.
We may disclose Your Content if compelled by law to do so, provided that We provide You with
notice of such compelled disclosure (to the extent legally permitted). You agree and
acknowledge that We may access and disclose Your Content to comply with any legal
obligations or governmental or regulatory body request (including subpoenas or court orders), as
part of a legal proceeding involving Us. If disclosure is made at your request, You will be
responsible for the cost of compiling and providing access to such Content.
YOUR RESPONSIBILITIES RELATED TO THE INTELLECTUAL PROPERTY OF OTHERS
In your use of the Tools, you agree to respect others’ intellectual property and other rights. In
particular, you will not upload, submit or otherwise transmit anything that:
1. Infringes any patent, trademark, trade secret, copyright or other proprietary right of any
person or entity; or You do not have a right to transmit under any other law, contractual,
or fiduciary relationship. You indemnify us against any and all such infringement.
2. We permit you to publish your Content, to post other information, and to participate in
public community forums through postings, etc. If you choose to publish or post anything
that you can foresee being publicly available using our Tools (which, in the case of
FreeEducational use, is anything and everything you create as Content) it will be
considered non-confidential, and We will have no more obligation to protect that
information from access.
3. We have no liability for any damages resulting from the use or misuse by any third party
of anything you publish. IF YOU CHOOSE TO MAKE A DOCUMENT OR FORUM
POSTING AVAILABLE TO THE PUBLIC IN THESE WAYS OR OTHERWISE IN
CONNECTION WITH YOUR USE OF OUR TOOLS, YOU DO SO AT YOUR OWN
4. We have, sole discretion, the right to remove any information you make publicly
available that violates this Agreement or is otherwise objectionable.
5. If you choose to provide Us with ideas, suggestions, improvements, documents,
proposals or other feedback with respect to Our Technology (including but not limited to
problems and errors encountered in using the Tools, and ideas for enhancements of the
Tools), we are free to use such materials in any manner and for any purpose (including,
without limitation, incorporation in Our products, services and advertising and marketing
materials, and developing and marketing products and services) without liability or
compensation to you or restriction of any kind. You hereby assign to Us all right, title,
and interest to all such information provided to Us, and all enhancements resulting from
such information, and all property rights therein including, without limitation, all patent,
copyright, trade secret, trademark, moral right or other intellectual property rights.
6. You will not:
a. allow a third party to attempt to copy, alter, modify, adapt, translate, or create
derivative works of the Tools or Documentation;
b. attempt to remove or alter any proprietary notice or legends appearing in the
c. analyze The Tools for purposes competitive to Us, or access or otherwise use The
Tools in order to build a similar or competitive service offering;
d. attempt to reverse engineer, disassemble, decompile or otherwise attempt to
discover the source code of The Tools, or create derivative works, compilations,
or collective works thereof;
e. attempt to use any component of the Tools on any basis other than as per the
documentation; For example, using a part of a Tool on a standalone basis when
that Tool is documented to be used as part of a set of Tools;
f. attempt to export the Tools, Software, or Documentation;
g. disclose or make any Password(s) available to any other person;
h. allow unauthorized access to, or use of, the Tools;
i. use any robot, spider, scraper or other automated means to access the Tools, or
use any data mining, data gathering or extraction method;
j. upload, post, email or otherwise send or transmit any material, including any
software viruses or other computer code, files or programs, designed to degrade,
monitor, interrupt, destroy or limit the functionality of any computer software or
hardware or telecommunications equipment associated with the Tools; or
k. use the Tools or Documentation in any unauthorized or inappropriate way
whatsoever that was not intended by us, as determined in Our reasonable
judgment, including but not limited to, by trespass or burdening network capacity;
l. use the Tools in any manner to, in Our sole judgment, harass, abuse, stalk,
threaten, defame or otherwise infringe or violate the rights of any other party;
m. post for public viewing Content that violates or encourages any conduct that
would violate any applicable law or regulation or would give rise to civil liability,
or that is in Our sole judgment defamatory, vulgar, obscene, libelous,
objectionable or inappropriate, or likely to promote illegal, harmful or
YOUR RIGHT TO USE THE TOOLS; OWNERSHIP; ACCESS TO THE TOOLS
Subject to your compliance with the terms of this Agreement, We hereby grant to you a non-
exclusive, non- transferable, non-sublicensable, revocable right and license to access and use the
Tools solely in accordance with the Documentation and the terms of this Agreement.
You acknowledge that (i) all right, title, and interest in and to the Tools and Documentation
(including online videos) provided by Us), and all patents, copyrights, trade secret rights,
trademarks, trade names, and other proprietary rights embodied therein or associated therewith,
are and will remain with Us and/or our third party licensors (ii) this Agreement conveys no right
or interest in the Tools or Documentation other than a limited right to use the Tools in
accordance with this Agreement; and (iii) the Tools and Documentation are protected by the
copyright laws of the United States and international treaties.
You are responsible for obtaining and maintaining all of the hardware, software, Internet access,
and other products and services that you may need to access the Tools. We will not provide
support for your hardware, Internet access, other products or native software on your equipment.
You are responsible for protecting and safeguarding any keys, certificates, passwords, access
codes, user IDs or other login information (collectively, “Passwords”) that are provided to you or
that are generated in connection with your use of the Tools. You are the only person to whom the
license described above extends. No other User is permitted to use your Passwords to access the
Tools, either as a means of effecting a shared group license or otherwise. You are fully and
solely responsible for all activities that occur on the Tools under your Passwords. In order to
provide you with ease of access to your account and to help administer the Tools, We may
implement and use technology that enables us to recognize you and provide you with direct
access to your account without requiring you to retype any password or other user identification
when you revisit the Tools, but this does not relieve You of any responsibilities related to the
authorized use of the Passwords. Violation of these terms may violate Federal laws.
We continually update the Tools. In addition, we continually test various aspects of the Tools,
including Our website, user interfaces, service levels, plans, promotional features, delivery and
pricing. We reserve the right to include you in or exclude you from these tests without notice.
We have the right in our sole and absolute discretion to make changes from time to time and
without notice in how we offer and operate our service.
SUSPENSION OF ACCESS TO TOOLS OR SERVICES:
Your access to, and use of, the Tools may be suspended temporarily without liability to Us or a
pro-rata refund, for the duration of any scheduled maintenance or unscheduled downtime or
unavailability of any portion, or all, of the Tools for any reason, including as a result of power
outages, system, or Internet failures or other interruptions. We also have the right to suspend
Your subscription anytime with or without notification in order to protect anyone from what we
believe to be fraudulent activity.
TRIAL OR FREE (“FREEEDUCATIONAL” ACCESS
Trial and free access to the Tools may be made available by Us. Trial versions of the Tools are
intended for evaluation purposes, are subject to all terms of this Agreement, and may be used
during the evaluation period but the Output cannot be used for commercial purposes unless
and until you upgrade to a paid subscription or license to the Tools. Free access to the Tools
is provided through FreeEducational accounts which are intended to support (a) creating Content
for non-commercial purposes to move the state of the art forward, and (b) viewing, commenting
to help the community develop best practices, and for import/export for purposes approved by
Us, and (c) to enable new generations of students to become productive engineers and
investigators to ultimately benefit our society and economy.
MONITORING AND INVESTIGATIONS
We may, but are not obligated to, monitor or review public content posted to our site. We have
the right to, among other things, remove any of your publicly accessible Content or other data
that violate this Agreement, with or without prior notice to you. If We become aware of any
possible violations by you of any provision of this Agreement, We have the right to investigate
such violations and may, at Our sole discretion, to suspend or terminate your license(s) without
prior notice to you. Our failure to monitor, investigate or review does not relieve you of your
obligations to adhere to rules of civility, honesty, and fair play. In the event of Zombie attack,
We may permit posts having otherwise unacceptable expletives or ongoing ranting and raving.
AUTOMATIC RENEWAL OF SUBSCRIPTIONS AND BILLING
The subscription fee for access to the Tools will typically be billed at the beginning of User’s
paid subscription period and each anniversary date thereafter By starting a paid subscription and
providing or designating a payment method, User authorizes us to charge User a subscription fee
at the then current rate, and for any other charges User incurs (either directly or through its End
Users) as a result of use of the Tool. User acknowledges that the amount billed each period may
vary for reasons that may include promotional offers, a changing a plan, etc., and User authorizes
us to charge it for such varying amounts, which may be billed in one or more charges.
Upon expiration, Users’s paid subscriptions will automatically renew at the then current prices
and for the same period, unless and until User provides Us with written notice (prior to the end
of the then-current subscription term) of User’s intent not to renew its subscription, or we
terminate it. By accepting this Agreement, you consent to current prices which may be increased
from your previous subscription. You must have Internet access to access and use the Tools, and
User must provide us with a current, valid accepted method of payment (as it may be updated
from time to time, “Payment method”) in order to purchase and use a paid subscription.
We may offer a number of subscription plans, including special promotional plans or
subscriptions with differing conditions and limitations. We have no obligation to offer special
plans to existing Users. The terms of your subscription will be disclosed at the time you sign up
or in other communications made available to you. You can find specific details regarding your
subscription within your account profile at engineeringintent.com. We reserve the right to
modify, terminate or otherwise amend our subscription plans at any time, in our sole and
We have the right to adjust pricing for the use of our Tools, Apps, or any components thereof in
any manner and at any time as we may determine in our sole and absolute discretion. Any price
changes to User’s access or services will take effect following notice to you provided via email
or notification within the Tools.
REFUNDS AND CREDITS
PAYMENTS ARE NONREFUNDABLE AND THERE ARE NO REFUNDS OR CREDITS
FOR PARTIALLY USED PERIODS. However, following the cancellation of any paid
subscription, User and its End Users, as applicable, will continue to have access to Tools through
the end of User’s current billing cycle. At any time, and for any reason, we may provide a
refund, discount, or other consideration (“credits”) to any or all of our Users. The amount and
form of such credits, and the decision to provide them, are at Our discretion. Though we strive to
be reasonable and fair, the provision of credits in one instance does not entitle User to credits in
the future for similar instances, nor does it obligate us to provide credits in the future, under any
User will be responsible for paying all applicable sales, use, transfer, or other taxes and all
duties, whether national, state, or local, however designated, that are levied or imposed by reason
of User’s paid use of the Tools under this Agreement, excluding income taxes on Our profits.
User agrees to promptly reimburse Us for the amount of any such taxes or duties paid or incurred
directly by Us incurred by Us as a result of such paid use, and User agrees that We may charge
any such reimbursable taxes to User’s payment method.
User may edit User’s payment method information under certain circumstances by signing in to
User’s account at engineeringintent.com and clicking on “Manage account” in the dropdown
menu under User’s user name. Alternatively, User can contact support for assistance in editing
Payment method information. If a payment is not successfully settled, due to expiration,
insufficient funds, or otherwise, and User does not edit the Payment method information or
downgrade or cancel User’s subscription, User remains responsible for any uncollected amounts
and authorizes us to continue billing the Payment Method, as it may be updated. This may result
in a change to User’s payment billing dates. For certain Payment methods, the issuer of User’s
Payment method may charge you a foreign transaction fee or other charges, which is your
financial responsibility. User should check with its Payment method service provider for details.
We will, as part of your subscription to the Tools, provide such support as We deem appropriate.
You agree to indemnify and hold Us harmless from any losses, costs, liabilities, attorneys’ fees,
etc. relating to or arising out of: (a) your Content; (b) your use of, or inability to use, the Tools or
any other We user’s Content; (c) your violation of this Agreement; (d) your violation of any
rights of another party, including any users; or (e) your violation of any applicable laws, rules or
regulations. We reserve the right, at Our own cost, to assume the exclusive defense and control
of any matter otherwise subject to indemnification by you, in which event you will fully
cooperate with Us in asserting any available defenses. You agree that the provisions in this
section will survive any termination of your subscription, this Agreement, or your access to the
DISCLAIMER OF WARRANTIES
The Tools are provided on an “as is” and “as available” basis, without warranty of any kind.
Massachusetts law may limit Us from disclaiming warranties in relation to consumers.
However, the Tools are licensed only for commercial and educational use. Consumers are not
permitted to use the Tools because only a properly licensed, trained, and regulated professional
operating in a commercial environment is in a position to use the Tools and correctness of the
output, the safety of a design generated using the Tools, the appropriateness of the design, etc.
Because you are professional in a commercial context, you are able evaluate the suitability of the
Tools and acknowledge that have been given the opportunity to inspect the Tools before deciding
whether to use the Tools. Therefore:
WE SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED,
INCLUDING WITHOUT LIMITATION ALL WARRANTIES OF MERCHANTABILITY,
FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
Without limiting the foregoing, We do not warrant that (i) the Tools will meet your
requirements; or (ii) the Tools will operate without interruption or be error free. Furthermore, We
are not responsible for delays, delivery failures, or any other unavailability, loss or damage
resulting from the transfer of data over communications networks and facilities, including the
Internet. It is acknowledged that the Tools may be subject to limitations, delays, and other
problems inherent in the use of the Internet, servers that are hosted by third party providers, and
such related network and communications infrastructure.
LIMITATION OF LIABILITY
YOU RECOGNIZE THAT THE PRICE PAID FOR THE RIGHTS GRANTED TO YOU
HEREIN MAY BE SUBSTANTIALLY DISPROPORTIONATE TO THE VALUE OF
THE PRODUCTS TO BE DESIGNED, STORED, MANAGED OR DISTRIBUTED IN
CONJUNCTION WITH OUR TECHNOLOGY. FOR THE EXPRESS PURPOSE OF
LIMITING OUR LIABILITY TO AN EXTENT WHICH IS REASONABLY
PROPORTIONATE TO THE COMMERCIAL VALUE OF THIS TRANSACTION, YOU
AGREE TO THE FOLLOWING LIMITATIONS ON OUR LIABILITY.
TO THE EXTENT ALLOWED BY LAW, OUR LIABILITY, WHETHER IN
CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, ARISING OUT
OF OR IN CONNECTION WITH THE OUR TECHNOLOGY OR YOUR CONTENT
WILL NOT EXCEED THE GREATER OF ONE HUNDRED DOLLARS ($100) OR THE
AMOUNT YOU HAVE PAID WE IN THE PAST 12 MONTHS. IN NO EVENT WILL
WE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE,
EXEMPLARY, COVER, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY
KIND, INCLUDING LOSS OF DATA OR PROFITS, WHETHER OR NOT WE HAVE
BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU AGREE THAT
SUCH LIMITATIONS ARE FAIR AND REASONABLE IN LIGHT OF THE TERMS
UNDER WHICH THE TOOLS IS BEING MADE AVAILABLE TO YOU. THIS
LIMITATION WILL APPLY EVEN IF ANY REMEDY STATED HEREIN IS FOUND
TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. OUR THIRD-PARTY LICENSORS
SHALL HAVE NO LIABILITY TO YOU WHATSOEVER. WE ARE NOT
RESPONSIBLE FOR THE ACTIONS, CONTENT, INFORMATION OR DATA OF
THIRD PARTIES (INCLUDING, WITHOUT LIMITATION, OTHER USERS), AND
YOU RELEASE US, OUR DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS
FROM ANY CLAIMS AND DAMAGES, KNOWN AND UNKNOWN, ARISING OUT OF
OR IN ANY WAY CONNECTED WITH ANY CLAIM YOU HAVE AGAINST ANY
SUCH THIRD PARTIES. CERTAIN OF THE ABOVE LIMITATIONS MAY NOT
APPLY IN SOME JURISDICTIONS, AND IN SUCH CASES OUR LIABILITY WILL
BE LIMITED TO THE FULLEST EXTENT DESCRIBED ABOVE THAT IS
PERMITTED BY APPLICABLE LAW.
TERM AND TERMINATION; EFFECT OF TERMINATION; SURVIVAL
This Agreement commences when you accept it by accessing the Tools and will remain in effect
until You elects to terminate your subscription, or We terminate your access. Notwithstanding
the foregoing, if you used the Tools prior to the date you accepted this Agreement, you hereby
acknowledge and agree that this Agreement commenced on the date you first used the Tools or
TERMINATION BY US
We will be entitled to suspend, terminate, or limit your access to the Tools at any time, with or
without notice, if you breach any term of this Agreement, or if you facilitate or encourage any
violation of this Agreement. Upon termination of this Agreement, you will make no further use
of the Tools. Termination of this Agreement will not affect any obligations accrued prior thereto.
You understand that any termination of the Tools by We may involve deletion of your Content
associated therewith. We will not have any liability whatsoever to you for any suspension or
termination, including for deletion of your Content.
TERMINATION BY YOU
If a User wants to terminate this Agreement by cancelling its subscription, the User may do so by
notifying Us at any time (subject, as applicable, to the notice requirements described previously
in this Agreement). If the User cancels its subscription, we have the right to permanently delete
all Content in the User’s account; and we also have the right but not the obligation to maintain
Content that the User or any End User has not permanently deleted prior to the User’s
cancellation. However, We are under no obligation to delete the Content of FreeEducational
users. The User is responsible for exporting any Content, if it so chooses, prior to cancelling its
subscription. If User permanently deletes such Content, it may persist in backup copies for a
reasonable period of time thereafter in accordance with Our data management policies and
practices (but will not be available to others).
EFFECT OF TERMINATION
Termination of the Tools includes removal of access to the Tools and barring your further use of
the Tools. Termination of Tools also includes deletion of your Password and all related profile
All provisions of this Agreement that by their nature should survive, will survive termination of
the Tools, including without limitation warranty disclaimers and limitation of liability.
We will in appropriate circumstances suspend or terminate the use of the Tools by You or
remove or disable access to the relevant public content of Users involved in copyright disputes.
If you believe that your work has been copied in a way that constitutes copyright infringement in
the United States of America, please notify Us of your claim of infringement by sending the
following written information to our Copyright Agent, designated as such pursuant to the Digital
Millennium Copyright Act (“DMCA”), named below: (a) A physical or electronic signature of
the person authorized to act on behalf of the owner of the copyright interest that is alleged to
have been infringed. (b) A description of the copyrighted work or works that you claim have
been infringed. (c) A description of the material you believe to be infringing, in a sufficiently
precise manner to allow us to locate that material. (d) Information sufficient to permit Us to
contact you, such as your physical address, telephone number, and email address. (e) A statement
that you have a good faith belief that the use of the copyrighted material is not authorized by the
copyright owner, its agent, or the law. (f) A statement that the information in the written notice is
accurate. (g) A statement, under penalty of perjury, that you are the copyright owner or
authorized to act on the copyright owner’s behalf. (h) We will respond to notices of claimed
copyright infringement in accordance with the DMCA. We reserve the right, in the case of an
allegedly infringing Public Document, to make such document private while we investigate. Our
Copyright Agent to receive DMCA Notices is:
Web Manager (DMCA Content)
Engineering Intent Corporation
14 Dover Farm Road
Medfield, MA 02052
ARBITRATION AGREEMENT; CLASS WAIVER; WAIVER OF JURY TRIAL
Please read this Section (“Arbitration Agreement”) carefully. It is part of your contract with Us
and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION
AND A CLASS ACTION WAIVER.
APPLICABILITY OF ARBITRATION AGREEMENT
All claims and disputes (excluding claims for injunctive or other equitable relief as set
forth below) in connection with this Agreement or the use of any product or service
provided by Us that cannot be resolved informally or in small claims court will be
resolved by binding arbitration on an individual basis under the terms of this Arbitration
Agreement. This Arbitration Agreement applies to you and Us, and to any subsidiaries,
affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as
all authorized or unauthorized users or beneficiaries of services or goods provided under
NOTICE REQUIREMENT AND INFORMAL DISPUTE RESOLUTION
Before either party may seek arbitration, the party must first send to the other party a
written Notice of Dispute (“Notice”) describing the nature and basis of the claim or
dispute, and the requested relief. A Notice to We should be sent by nationally recognized
overnight delivery service or first-class postage prepaid mail to:
Chief Financial Officer
Engineering Intent Corporation
14 Dover Farm Road
Medfield, MA 02052
After the Notice is received, you and We may attempt to resolve the claim or dispute
informally. If you and Engineering Intent Corporation do not resolve the claim or dispute
within 30 days after the Notice is received, either party may begin an arbitration
proceeding. The amount of any settlement offer made by any party may not be disclosed
to the arbitrator until after the arbitrator has determined the amount of the award, if any,
to which either party is entitled.
Arbitration will be initiated through the American Arbitration Association (“AAA”), an
established alternative dispute resolution provider (“ADR Provider”) that offers
arbitration as set forth in this section. If AAA is not available to arbitrate, the parties will
agree to select an alternative ADR Provider. The rules of the ADR Provider will govern
all aspects of this arbitration, including but not limited to the method of initiating and/or
demanding arbitration, except to the extent such rules are in conflict with this Agreement.
The AAA Consumer Arbitration Rules governing the arbitration are available online at
www.adr.org or by calling the AAA at 1-800-778-7879. The arbitration will be
conducted by a single, neutral arbitrator. Any claims or disputes where the total amount
of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be
resolved through binding non-appearance-based arbitration, at the option of the party
seeking relief. For claims or disputes where the total amount of the award sought is Ten
Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be
determined by the Arbitration Rules. Any hearing will be held in a location within one
hundred (100) miles of your residence, unless you reside outside of the United States, and
unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator
may be entered in any court of competent jurisdiction.
ADDITIONAL RULES FOR NON-APPEARANCE BASED ARBITRATION
If non-appearance arbitration is elected, the arbitration will be conducted by telephone,
online and/or based solely on written submissions; the specific manner will be chosen by
the party initiating the arbitration. The arbitration will not involve any personal
appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
AUTHORITY OF ARBITRATOR
If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you
and Engineering Intent Corporation, and the dispute will not be consolidated with any
other matters or joined with any other cases or parties. The arbitrator will have the
authority to grant motions dispositive of all or part of any claim. The arbitrator will have
the authority to award monetary damages and to grant any non-monetary remedy or relief
available to an individual under applicable law, the AAA Rules, and this Agreement. The
arbitrator will issue a written award and statement of decision describing the essential
findings and conclusions on which the award is based, including the calculation of any
damages awarded. The arbitrator has the same authority to award relief on an individual
basis that a judge in a court of law would have. The award of the arbitrator is final and
binding upon you and Us.
WAIVER OF JURY TRIAL
THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY
RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A
JURY, instead electing that all claims and disputes will be resolved by arbitration under
this Arbitration Agreement. Arbitration procedures are typically more limited, more
efficient and less costly than rules applicable in court and are subject to very limited
review by a court. In the event any litigation should arise between you and We in any
state or federal court in a suit to vacate or enforce an arbitration award or otherwise,
YOU AND WE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the
dispute be resolved by a judge.
WAIVER OF CLASS OR CONSOLIDATED ACTIONS
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION
AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL
BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE
USER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR
CONSOLIDATED WITH THOSE OF ANY OTHER USER OR USER.
SEVERABILITY OF THE ARBITRATION AGREEMENT
If any part or parts of this Arbitration Agreement are found under the law to be invalid or
unenforceable by a court of competent jurisdiction, then such specific part or parts will be
of no force and effect and will be severed and the remainder of the Arbitration
Agreement will continue in full force and effect.
RIGHT TO WAIVE
Any or all of the rights and limitations set forth in this Arbitration Agreement may be
waived by the party against whom the claim is asserted. Such waiver will not waive or
affect any other portion of this Arbitration Agreement.
SURVIVAL OF AGREEMENT
This Arbitration Agreement will survive the termination of your relationship with Us.
SMALL CLAIMS COURT
Notwithstanding the foregoing, either you or We may bring an individual action in small
EMERGENCY EQUITABLE RELIEF
Notwithstanding the foregoing, either party may seek emergency equitable relief before a
state or federal court in order to maintain the status quo pending arbitration. A request for
interim measures will not be deemed a waiver of any other rights or obligations under
this Arbitration Agreement.
In any circumstances where the foregoing Arbitration Agreement permits the parties to
litigate in court, the parties hereby agree to submit to the personal jurisdiction of the
courts located in Massachusetts, for such purpose.
This Agreement and any action related thereto will be governed and interpreted by and under the
laws of the Commonwealth of Massachusetts, consistent with the Federal Arbitration Act,
without giving effect to any principles that provide for the application of the law of another
jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods
does not apply to this Agreement.
COMPLIANCE WITH LAWS; EXPORT CONTROL
You agree to comply with all laws and regulations relating to your use of the Tools, including
without limitation those relating to export and import, privacy, and personal data protection. Our
obligation to fulfill this Agreement is subject to the proviso that it is not prevented by any
impediments arising out of national and international foreign trade or customs requirements,
including embargoes or other sanctions. This Agreement is subject to all United States and
United Kingdom government laws and regulations as may be enacted, amended or modified
from time to time regarding the export from the United States and United Kingdom of Our
software, services, technology, or any derivatives thereof. In the event that We approve your
export of any of the foregoing, you will only export or reexport any of the software, services, or
technology provided pursuant to this Agreement, or any derivatives thereof or permit the
shipment of same after obtaining at your expense any required prior authorization from the
United States Department of Commerce or other applicable authority as may be required by law.
Without limiting the foregoing, by using the Tools, you represent and warrant that (i) you are not
located in a country that is subject to a U.S. Government embargo, or that has been designated by
the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S.
Government list of prohibited or restricted parties. The provisions of this section will survive the
expiration or termination of this Agreement for any reason.
COMMUNICATIONS AND NOTICE
By using the Tools, you consent to receiving certain electronic communications from Us relating
to your subscription. These communications may involve sending emails to your email address
provided during registration or posting communications within the Tools; will include notices
about your account (e.g., payment authorizations, change in password or payment method,
confirmation emails and other transactional information); and are part of your relationship with
Us. You agree that any notices, agreements, disclosures or other communications that We send
to you electronically will satisfy any legal communication requirements, including that such
communications be in writing. In the event that the last email address you provided to Us is not
valid, or for any reason is not capable of delivering to you any notices required or permitted by
the Agreement, Our dispatch of the email containing such notice will nonetheless constitute
effective notice. You should maintain copies of electronic communications by printing a paper
copy or saving an electronic copy. Unless you opt out, you also consent to receive other
communications from us, such as notifications of new features, promotional announcements and
User surveys via email. If you want to unsubscribe (i.e., opt out) from certain non-transactional
email communications, you will have the opportunity to do so.
This Agreement is binding upon and inures to the benefit of the parties and their respective
successors and permitted assigns. You may not assign or otherwise transfer this Agreement or
any of your rights or obligations hereunder without Our prior written consent.
We will not be liable for any delay or failure to perform resulting from causes outside its
reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos,
acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation
facilities, fuel, energy, labor or materials.
U.S. GOVERNMENT RESTRICTED RIGHTS
The Software is a commercial product that has been developed exclusively at private expense. If
the Software is acquired directly or indirectly on behalf of a unit or agency of the United States
Government under the terms of (i) a United States Department of Defense (“DOD”) contract,
then the Software and Documentation are considered “Commercial Items,” as that term is
defined in 48 C.F.R. § 2.101, consisting of “Commercial Computer Software” and “Commercial
Computer Software Documentation”, as such terms are defined in 48 C.F.R. §252.227-
7014(a)(5) and 48 C.F.R. §252.227-7014(a)(1), and used in 48 C.F.R. §12.212 and 48 C.F.R.
227.7202, as applicable, consistent with 48 C.F.R. §12.212, 48 C.F.R. §252.227-7015, 48
C.F.R. §227.7202 through 227.7202-4, 48 C.F.R. §52.227-14, and other relevant sections of the
Code of Federal Regulations; or (ii) a Civilian agency contract, then use, reproduction, or
disclosure is subject to the restrictions set forth in FAR clause 27.405(b)(2)(i), entitled
Acquisition of Existing Computer Software, and any restriction in the agency’s FAR supplement
and any successor regulations thereto, and the restrictions set forth in this Agreement. The
United States Government will only have the rights set forth in this Agreement. Our Tools and
Documentation are licensed to United States Government end users with only those rights as
granted to all other end users, according to the terms and conditions contained in this Agreement.
SEVERABILITY OTHER THAN WITH RESPECT TO ARBITRATION
If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the
other provisions of the Agreement will remain enforceable, and the invalid or unenforceable
provision will be deemed modified so that it is valid and enforceable to the maximum extent
permitted by law.
Any waiver or failure to enforce any provision of the Terms on one occasion will not be deemed
a waiver of any other provision or of such provision on any other occasion.
This Agreement constitutes the final, complete and exclusive agreement of the parties with
respect to the subject matter hereof and supersedes and merges all prior discussions between the
parties with respect to such subject matter.