gCAD labs Terms of Service (Effective June 18, 2015)

1. Acceptance: These Terms of Service, which include gCAD lab’s Privacy Policy and Graebert’s End User License Agreement, govern your use of the ARES Kudo service. By using the ARES Kudo service, you accept and agree to the Terms of Service. If you do not agree to the Terms of Service, do not use ARES Kudo. ARES Kudo is a service provided by Graebert GmbH through Graebert’s gCAD labs.

2.Amendments: We reserve the right to make changes to our Terms of Service, including our Privacy Policy and End User License Agreement, from time to time and in our sole discretion. Your continued use of ARES Kudo, following notice of any such changes, constitutes your acceptance of those changes.

3.Privacy: Personally identifying information is subject to ARES Kudo’s Privacy Policy, the terms of which are incorporated herein. Please review our Privacy Policy to understand our practices.

4.Communications: By using the ARES Kudo service, you consent to receiving certain electronic communications from ARES Kudo relating to your subscription. These communications may involve sending emails to the email address provided during registration, or posting communications within the ARES Kudo service; 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 ARES Kudo. 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. You should maintain copies of electronic communications by printing a paper copy or saving an electronic copy. Unless you opt out as described below, you also consent to receiving certain other communications from us, such as notifications of new ARES Kudo features, promotional announcements and customer 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.


a. Ongoing Nature of Subscription: Your free or paid ARES Kudo subscription will automatically continue month-to-month (or, in the case of an annual paid subscription, year-to-year), unless and until you cancel your subscription or we terminate it. You must have Internet access and 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 will bill your subscription fees to your Payment Method. You must downgrade or cancel your

subscription before it automatically renews in order to avoid billing of the next period’s subscription fees to your Payment Method.

b.Differing Subscriptions: ARES Kudo may offer a number of subscription plans, including special promotional plans or subscriptions with differing conditions and limitations. 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. We reserve the right to modify, terminate or otherwise amend our subscription plans at any time, in our sole and absolute discretion.


a.Recurring Billing: By starting your paid ARES Kudo subscription and providing or designating a Payment Method, you authorize us to charge you a subscription fee at the then current rate, and any other charges you may incur in connection with your use of the ARES Kudo service to your Payment Method. You acknowledge that the amount billed each period may vary for reasons that may include promotional offers, and/or changing a plan, and you authorize us to charge your Payment Method for such varying amounts, which may be billed in one or more charges.

b.Price Changes: We reserve the right to adjust pricing for the ARES Kudo service 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 your service will take effect following email notice to you.

c.Billing Cycle: The subscription fee for the ARES Kudo service will be billed at the beginning of your paid subscription period and each anniversary date thereafter, except as provided below under “Group Subscriptions,” unless and until you downgrade to a free subscription or cancel your subscription. We automatically bill your Payment Method each period on the calendar day corresponding to the commencement of your paid subscription. We reserve the right to change the timing of our billing as indicated below, if your Payment Method has not successfully settled. In the event your paid subscription began on a day not contained in a given month or year, we will bill your Payment Method on an alternative day in the applicable month or year as we deem appropriate. For example, if you started a paid monthly subscription on January 31st, your next payment date is likely to be February 28th, and your Payment Method would be billed on that date. You can view the date on which your account will next be billed by signing into your account. We may authorize your Payment Method in anticipation of subscription or other charges. As used in these Terms of Service, “billing” shall indicate a charge, debit or other payment clearance, as applicable, against your Payment Method.

d.Group Subscription Billing Cycle: If you accept billing and payment responsibility on behalf of additional new paid subscribers (a “Group Subscription”), your existing billing cycle will be the default billing cycle for your new subscriber(s). This may

cause a new paid subscription to be prorated (for example, if a new subscription that otherwise would have been for one year is purchased six months into your own one-year subscription -- in which case the new subscription will be prorated, resulting in a six month term).

e.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, you will continue to have access to ARES Kudo’s paid service through the end of your current billing cycle. At any time, and for any reason, we may provide a refund, discount, or other consideration to any or all of our subscribers (“credits”). The amount and form of such credits, and the decision to provide them, are at our sole and absolute discretion. The provision of credits in one instance does not entitle you to credits in the future for similar instances, nor does it obligate us to provide credits in the future, under any circumstances.

f.Payment Methods: You may edit your Payment Method information by signing in to your account by clicking on “Manage account” in the dropdown menu under your user name. If a payment is not successfully settled, due to expiration, insufficient funds, or otherwise, and you do not edit your Payment Method information or downgrade or cancel your subscription, you remain responsible for any uncollected amounts and authorize us to continue billing the Payment Method, as it may be updated. This may result in a change to your payment billing dates. For certain Payment Methods, the issuer of your Payment Method may charge you a foreign transaction fee or other charges. Check with your Payment Method service provider for details.

g.Downgrades and Cancellation: You may downgrade from a paid subscription to a free subscription, or cancel your subscription, at any time. If you cancel your subscription, you are responsible for exporting your Content (as defined in (8) below), if you so choose, prior to cancelling.


a.Age: You must be at least thirteen (13) years old. Children under the age of thirteen

(13)are not permitted to use the Service.

b.Limited License: For as long as you have an active subscription with ARES Kudo, we grant you a limited, non-exclusive, non-transferable license to access the ARES Kudo service. Except for this limited license, no right, title or interest shall be transferred to you.

c.Testing: We continually update the ARES Kudo service. In addition, we continually test various aspects of our service, including our website, user interfaces, service levels, plans, promotional features, delivery and pricing. We reserve the right to, and by using the ARES Kudo service you agree that we may, include you in or exclude you from these tests without notice. We reserve 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.

d.Termination: We may terminate or restrict your use of our service without compensation or notice if you are, or if we suspect that you are, (i) in violation of any of these Terms of Service, (ii) facilitating or encouraging any violation of these Terms of Service, or (iii) engaged in illegal or improper use of the service.

8.Your Content

a.Ownership: You maintain ownership of and responsibility for the following while using the ARES Kudo service: (1) your files, designs, models, data sets, images, documents or similar material submitted or uploaded to ARES Kudo’s service by you, and (2) your specific output generated by ARES Kudo’s service, if any, based on your own raw data or information (collectively, “Content”). By creating, submitting, posting or otherwise making your Content available to ARES Kudo and/or others, you acknowledge and agree that (1) you will evaluate and bear all risks associated with your Content, and (2) under no circumstances will ARES Kudo and/or its affiliates, agents and licensors and each of their respective officers, directors, and employees be liable in any way for your Content as you upload or submit it, including but not limited to any errors or omissions. While ARES Kudo will use its best commercial efforts to provide you with continuous access to its service, you are encouraged to practice effective and secure content retention practices.

b.ARES Kudo Access: ARES Kudo personnel will not access your Content except

(1)as part of providing, maintaining, securing or modifying ARES Kudo’s service regarding your Content, (2) via automated tools intended to address or prevent a service, support or technical issue, (3) at your request or with your consent given to ARES Kudo’s technical support team and/or other personnel as part of addressing or preventing a service, support or technical issue, or (4) in connection with legal obligations or proceedings as described in 8(d) below. Use of your information that is not Content will be as set forth in ARES Kudo’s Privacy Policy.

c.Confidentiality: ARES Kudo will consider your Content to constitute confidential information, with the exception of any such Content that (1) is or becomes generally known to the public without ARES Kudo’s breach of this Section 8(c), was known to ARES Kudo 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 ARES Kudo

(“Confidential Information”). In hosting and otherwise using Confidential

Information, ARES Kudo will use the same degree of care that it uses to protect the confidentiality of its own confidential information of like kind (but in no event less than reasonable care) and agrees (1) not to use any Confidential Information for any purpose outside the scope of these Terms of Service, and (2) except as you otherwise disclose in writing, to limit access to your Confidential Information to those of ARES Kudo’s and ARES Kudo’s affiliates’ employees,

contractors, service providers and agents who need such access for purposes consistent with these Terms of Service, and who are subject to confidentiality obligations with ARES Kudo containing protections no less stringent than those herein.

d.Legal Disclosure: ARES Kudo may disclose Confidential Information if it is compelled by law to do so, provided that we give you prior notice of such compelled disclosure (to the extent legally permitted). You agree and acknowledge that ARES Kudo 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 ARES Kudo and/or its affiliates, agents, licensors and each of their respective officers, directors and employees, or at your request. If disclosure is made at your request, you may be responsible for the cost of compiling and providing access to such Content.

e.Deleting your Content: If you cancel your ARES Kudo subscription, we have the right to permanently delete your Content; and we also have the right but not the obligation to maintain Content that you have not permanently deleted prior to your cancellation. If you permanently delete such Content, it may persist in backup copies for a reasonable period of time thereafter in accordance with ARES Kudo’s data management policies and practices (but will not be available to others).

9.Passwords and Account Access

a.Account Information: The subscriber whose Payment Method is charged for an individual or group subscription is referred to here as the Account Owner. The Account Owner has control over all subscription-related information. Control is exercised through use of the Account Owner’s password and therefore to maintain exclusive control, the Account Owner should not reveal the password to anyone. In the case of a paid subscription, the Account Owner also should not reveal the Payment Method details (e.g., last four digits of their credit or debit card) associated with his or her subscription. You represent that the information you provide us relating to your account is true and accurate, and you acknowledge your responsibility for updating and maintaining its truth and accuracy.

b.Ease of access: In order to provide you with ease of access to your account and to help administer the ARES Kudo service, ARES Kudo 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 ARES Kudo service.

c.Fraudulent Activity: You should be mindful of any communication requesting that you submit credit card or other account information. You can always access or update your sensitive account information on our website. We suggest confirming the exact web address of any page before submitting updated account, security or billing

information. ARES Kudo reserves the right to place your subscription on hold anytime with or without notification in order to protect ARES Kudo and you from what we believe to be fraudulent activity. ARES Kudo is not obligated to credit or discount a paid subscription for holds placed on it by either a representative of ARES Kudo or by our automated processes.

10.Applications: You may encounter third-party applications (including, without limitation, websites, widgets, software, or other software utilities) (“Application(s)”) that interact with the ARES Kudo service. These Applications may import data related to your ARES Kudo account and activity and otherwise gather data from you. These Applications are provided solely as a convenience to you, and ARES Kudo is not responsible for such Applications. SUCH APPLICATIONS ARE OWNED OR OPERATED BY THIRD PARTIES THAT ARE NOT RELATED TO ARES Kudo. USE OF AN APPLICATION IS AT YOUR OWN OPTION AND RISK.

11.Intellectual Property:

a.Public Content: ARES Kudo permits you to publish your Content in the form of a Public Document, and allows you to participate in public community forums through postings. If you choose to publish a Public Document or post in the forums, other ARES Kudo users (and in some cases the general public) will be able to view, copy and transfer or save any such content, inside or outside ARES Kudo’s service. Any such content, once published and/or posted, is non-confidential. Within a Public Document, you may specify intellectual property obligations you wish to impose on other ARES Kudo users who copy and otherwise propose to use such Public Document. ARES Kudo shall have no liability for any damages resulting from the use or misuse by any third party of your published Public Document or your postings. 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 ARES KUDO’S SERVICE, YOU DO SO AT YOUR OWN RISK.

b.General Use Limitations: By using ARES Kudo’s service, you agree to respect others’ intellectual property and other rights. In particular, you will not upload, post or otherwise transmit any content that infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; and you will not upload, post or otherwise transmit any content that you do not have a right to transmit under any other law or contractual or fiduciary relationship (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or other nondisclosure agreements).

c.Indemnification: You shall defend ARES Kudo against any claim, demand, suit or proceeding made or brought against ARES Kudo by a third party alleging that your Content, or your use of the service in violation of the Terms of Service, infringes or misappropriates the intellectual property rights of a third party or violates applicable law, and shall indemnify ARES Kudo for any damages finally awarded against, and

for reasonable attorney’s fees incurred by, ARES Kudo in connection with any such claim, demand, suit or proceeding; provided, that ARES Kudo (i) promptly gives you written notice of the claim, demand, suit or proceeding; (ii) gives you sole control of the defense and settlement of the claim, demand, suit or proceeding (provided that you may not settle any claim, demand, suit or proceeding unless the settlement unconditionally releases ARES Kudo of all liability); and (iii) provides to you all reasonable assistance, at your expense.

d.License to ARES Kudo: You hereby grant ARES Kudo a worldwide, royalty-free and non-exclusive license to reproduce, adapt and publish any Public Document you author, solely for the purpose of displaying, distributing and otherwise promoting ARES Kudo and/or ARES Kudo’s service offerings.

e.Feedback: If you choose to provide ARES Kudo with ideas, suggestions, improvements or other feedback with respect to ARES Kudo’s service (including but not limited to problems and errors encountered in using the service, and ideas for enhancements of the service), we shall be free to use such materials in any manner and for any purpose (including, without limitation, incorporation in ARES Kudo’s 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 ARES Kudo all right, title, and interest to all such information provided to ARES Kudo, 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.

f.Copyright Infringement and DMCA Policy: ARES Kudo will in appropriate circumstances suspend or terminate the use of the ARES Kudo service by, or remove or disable access to the relevant public content of, users involved in disputes regarding intellectual property rights. If you believe that your work has been copied in a way that constitutes copyright infringement in the United States of America, please notify ARES Kudo 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 ARES Kudo 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.

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.

ARES Kudo’s Copyright Agent to receive DMCA Notices is:

Wilfried Graebert

℅ Graebert GmbH

Nestorstraße 36a

10709 Berlin


email: [email protected]

12.Governing Law: These Terms of Service shall be governed by, and construed in accordance with, the substantive laws of the Commonwealth of Massachusetts (U.S.A.) without regard to its conflict of laws principles. The parties expressly exclude the provisions of the United Nations Convention on Contracts for the International Sale of Goods. You hereby (i) submit to the exclusive jurisdiction of any state or federal court sitting in Massachusetts for the purpose of any action arising out of, or relating to, these Terms of Service or ARES Kudo; and (ii) irrevocably waive, and agree not to assert by way of motion, defense or otherwise, in any such action, any claim that you are not subject personally to the jurisdiction of such courts. To the extent that any provision of these Terms of Service is found by a court of competent jurisdiction to be void or unenforceable, such provision shall be without effect and the remainder of the Terms of Service shall be enforced to the full extent of the law.

13.Survival: If any provision or provisions of these Terms of Use shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall remain in full force and effect.