Terms | imaginatix

THIS AGREEMENT IS BINDING BETWEEN IMAGINATIX AND YOU. DO NOT USE THE SERVICE UNTIL YOU HAVE CAREFULLY READ THIS AGREEMENT.

THIS AGREEMENT INCLUDES A CLASS ACTION WAIVER AND REQUIRES BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS.

Imaginatix knows that your privacy is important. For this reason, we have created a privacy policy that describes our collection, use and disclosure practices regarding any personal information that you provide to us.

PLEASE NOTE THAT THE TERMS OF THIS AGREEMENT ARE SUBJECT TO CHANGE BY Imaginatix IN ITS SOLE DISCRETION AT ANY TIME. When changes are made, Imaginatix will make a new copy of the Agreement available on its website and/or within its application(s) and any new Supplemental Terms will be made available from within, or through, the affected aspect of the Service on its website and/or within its application(s). We will also update the “Last Updated” date at the top of this Agreement. Any such changes will be effective immediately for both new and existing users of the Service. Imaginatix may require you to provide consent to the updated Agreement in a specified manner before further use of the Service is permitted. If you do not agree to the terms of the updated Agreement, you shall stop using the Service. Otherwise, your continued use of the Service constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE WEBSITE TO VIEW THE THEN-CURRENT TERMS.

IF YOU HAVE ANY QUESTIONS ABOUT THIS AGREEMENT, PLEASE CONTACT: support@imaginatix.com

YOUR CONTENT
1. Ownership: You maintain ownership of and responsibility for the following while using the Service: (1) your files, designs, models, data sets, images, documents, scripts, codes or similar material or information submitted or transmitted to, or stored or otherwise used in connection with the Service by you, and (2) your specific output generated by Imaginatix’s service, if any, based on any of the foregoing (collectively, “Content”). By creating, submitting or transmitting to, posting or otherwise making your Content available to Imaginatix and/or others, 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) under no circumstances will Imaginatix 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 transmit or otherwise use it, including but not limited to any errors or omissions.
2. Availability and Security: While Imaginatix will use commercially reasonable efforts to provide you with continuous access to its service, and to enable you to export your Content in OBJ or industry standard file formats, Imaginatix does not guarantee that your Content will be available or useable by you following the termination of your subscription or otherwise. Moreover, Imaginatix does not guarantee the security of your Content. You are encouraged to practice effective and secure content retention practices.
3. Permissions: Imaginatix’s Service enables you to specify the level at which access to and usability of your Content is permitted to other users. You are solely responsible for establishing the appropriate level of permissions to your Content.
4. Imaginatix Access: Imaginatix personnel will not access Content that you have not made publicly accessible except (1) as part of providing, maintaining, securing or modifying the Service for you and/or other users, (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 Imaginatix’s technical support team and/or other personnel as part of addressing or preventing a service, support or technical issue, (4) in connection with legal obligations or proceedings as described below, or (5) as otherwise described in Imaginatix’s Privacy Policy.
5. Confidentiality: Imaginatix 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 Imaginatix’s breach of this Agreement, (2) was known to Imaginatix 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 Imaginatix (“Confidential Information”). In hosting and otherwise using Confidential Information, Imaginatix 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 this Agreement and the Privacy Policy, and (2) except as you otherwise permit in writing, to limit access to your Confidential Information to those of Imaginatix’s and Imaginatix’s affiliates’ employees, contractors, service providers and agents who need such access for purposes consistent with this Agreement, and who are subject to confidentiality obligations with Imaginatix containing protections no less stringent than those herein.
6. Legal Disclosure: Imaginatix 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 Imaginatix 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 Imaginatix 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.
7. Intellectual Property
  1. In your use of Imaginatix’s Service, you agree to respect others’ intellectual property and other rights. In particular, you will not upload, submit or otherwise transmit any Content that:
    1. Infringes any patent, trademark, trade secret, copyright or other proprietary right of any person or entity; or
    2. 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).
  2. Imaginatix permits you to publish your Content, including in the form of a Public Document, and allows you to participate in public community forums through postings.
    1. If you choose to publish a Public Document or post in the forums, other Imaginatix users (and in some cases the general public) will be able to view, copy and transfer or save any such content, inside or outside Imaginatix’s service. Any such content, once published and/or posted, is non-confidential.
    2. Imaginatix 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 Imaginatix’S SERVICE, YOU DO SO AT YOUR OWN RISK.
    3. Imaginatix shall have the right to remove any Content you make publicly available that violates this Agreement or is otherwise objectionable.
8. Feedback: If you choose to provide Imaginatix with ideas, suggestions, improvements, documents, proposals and/or other feedback with respect to Imaginatix’s Software, Service or Documentation (as defined below) (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 Imaginatix’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 Imaginatix all right, title, and interest to all such information provided to Imaginatix, 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.
RIGHT TO USE SERVICE; OWNERSHIP; ACCESS TO SERVICE
1. License: Subject to your compliance with the terms of this Agreement, Imaginatix hereby grants to you a non-exclusive, non- transferable, non-sublicensable, revocable right to use the Service.
2. Ownership: You acknowledge that (i) all right, title, and interest in and to the Service, the Software, and the online or other documentation (including online videos) provided by Imaginatix describing the Service and its use (the “Documentation”), and all patents, copyrights, trade secret rights, trademarks, trade names, and other proprietary rights embodied therein or associated therewith, are and shall remain with Imaginatix and/or its third party licensors (ii) this Agreement conveys no right or interest in the Service, the Software or Documentation other than a limited right to use the Service in accordance herewith; and (iii) the Service, Software, and Documentation are protected by the copyright laws of the United States and international treaties.
3. Hardware; Passwords: You are responsible for obtaining and maintaining all of the hardware, software, Internet access, and other products and services that you may need to use the Service. 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 Service. You are the only person to whom the license described in Section 2(a) extends, and you therefore are not permitted to allow any other person to use your Passwords to access the Service. You are fully and solely responsible for all activities that occur on the Service under your Passwords.
4. Ease of access: In order to provide you with ease of access to your account and to help administer the Service, Imaginatix 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 Imaginatix service.
5. Testing: We continually update the Service. In addition, we continually test various aspects of the Service, including Imaginatix’s website, user interfaces, service levels, plans, promotional features, delivery and pricing. We reserve the right to, and by using the Imaginatix 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.
6. Suspension of Service: Your access to, and use of, the Service may be suspended temporarily for the duration of any scheduled maintenance or unscheduled downtime or unavailability of any portion, or all, of the Service for any reason, including as a result of power outages, system, or Internet failures or other interruptions. Imaginatix also reserves the right to suspend your subscription anytime with or without notification in order to protect Imaginatix and you from what we believe to be fraudulent activity. Imaginatix is not obligated to credit or discount a paid subscription for holds placed on it by either a representative of Imaginatix or by our automated processes.
USAGE RESTRICTIONS
1. Age: You must be at least thirteen (13) years old to use Imaginatix’s Service.
2. Certain Obligations: You shall not:
  1. Attempt to copy, alter, modify, adapt, translate, or create derivative works of the Software or Documentation;
  2. Attempt to remove or alter any proprietary notice or legends appearing in the Service, Software, or Documentation;
  3. Analyze the Service, Software or Documentation for purposes competitive to Imaginatix, or access or otherwise use the Service, Software or Documentation in order to build a similar or competitive service offering;
  4. Attempt to reverse engineer, disassemble, decompile or otherwise attempt to discover the source code of the Software, or create derivative works, compilations, or collective works thereof;
  5. Attempt to use any component of the Software on a standalone basis;
  6. Attempt to export the Service, Software, or Documentation;
  7. Disclose or make any Password(s) available to any other person;
  8. Allow unauthorized access to, or use of, the Service;
  9. Use any robot, spider, scraper or other automated means to access the Service, or use any data mining, data gathering or extraction method;
  10. Upload, post, email or otherwise send or transmit any material, including any software viruses or other computer code, files or programs, designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment associated with the Service;
  11. Use the Service or Software in any unauthorized or inappropriate way whatsoever, as determined in Imaginatix’s reasonable judgment, including but not limited to, by trespass or burdening network capacity;
  12. Use the Service in any manner to, in Imaginatix’s sole judgment, harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party; and
  13. 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 Imaginatix’s sole judgment defamatory, vulgar, obscene, libelous, objectionable or inappropriate, or likely to promote illegal, harmful or objectionable activities.
3. Monitoring and Investigations: Imaginatix may, but is not obligated to, monitor or review Public Documents, and/or posts to Imaginatix’s community forum. Without limiting the foregoing, Imaginatix shall have the right to remove any of your publicly accessible Content or forum posts that violate this Agreement, with or without prior notice to you. If Imaginatix becomes aware of any possible violations by you of any provision of this Agreement, Imaginatix reserves the right to investigate such violations and may, at its sole discretion, suspend or terminate your license to use Imaginatix, with or without prior notice to you.
SUBSCRIPTIONS

This item is not applicable during beta period. The duration of the beta period will be solely determined by Imaginatix
SUPPORT. Imaginatix will, as part of the Service, provide such support with respect to the Service as Imaginatix deems appropriate.
INDEMNIFICATION. You agree to indemnify and hold Imaginatix, its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (collectively, the “Imaginatix Parties”) harmless from any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of: (a) your Content; (b) your use of, or inability to use, the Service or any other Imaginatix 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. Imaginatix reserves the right, at its 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 Imaginatix 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 Service.
DISCLAIMER OF WARRANTIES. The Service is provided on an “as is” and “as available” basis, without warranty of any kind. Imaginatix SPECIFICALLY DISCLAIMS 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, Imaginatix does not warrant that (i) the Service will meet your requirements; or (ii) the Service will operate without interruption or be error free. Furthermore, Imaginatix is 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 Service 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. IAMGINATIX IS 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 IMAGINATIX’S LIABILITY WILL BE LIMITED TO THE FULLEST EXTENT DESCRIBED ABOVE THAT IS PERMITTED BY APPLICABLE LAW.
TERM AND TERMINATION; EFFECT OF TERMINATION; SURVIVAL
1. Term: This Agreement commences on the date you accept it (as described in the preamble above) and will remain in effect until you elect to terminate your subscription, or Imaginatix terminates your access. Notwithstanding the foregoing, if you used the Service or the Software prior to the date you accepted this Agreement, you hereby acknowledge and agree that this Agreement commenced on the date you first used the Service or the Software.
2. Termination by Imaginatix: Imaginatix shall be entitled to suspend, terminate, or limit your access to the Service 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 shall make no further use of the Service. Termination of this Agreement shall not affect any obligations accrued prior thereto. You understand that any termination of the Service by Imaginatix may involve deletion of your Content associated therewith. Imaginatix will not have any liability whatsoever to you for any suspension or termination, including for deletion of your Content.
3. Termination by you: You can opt-out of the service at any time. You are solely responsible for removing all the content and deleting your account from the designated service end point. 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 Imaginatix’s data management policies and practices (but will not be available to others).
4. Effect of Termination: Termination of the Service includes removal of access to the Service and barring your further use of the Service. Termination of Service also includes deletion of your password and all related information.
5. Survival: All provisions of this Agreement which by their nature should survive, shall survive termination of the Service, including without limitation warranty disclaimers and limitation of liability.
COPYRIGHT INFRINGEMENT. Imaginatix will in appropriate circumstances suspend or terminate the use of the Service by, 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 Imaginatix 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:
1. 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.
2. A description of the copyrighted work or works that you claim have been infringed.
3. A description of the material you believe to be infringing, in a sufficiently precise manner to allow us to locate that material.
4. Information sufficient to permit Imaginatix to contact you, such as your physical address, telephone number, and email address.
5. 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.
6. A statement that the information in the written notice is accurate.
7. A statement, under penalty of perjury, that you are the copyright owner or authorized to act on the copyright owner’s behalf.
8. 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.
ARBITRATION AGREEMENT; CLASS WAIVER; WAIVER OF TRIAL BY JURY. Please read this Section (“Arbitration Agreement”) carefully. It is part of your contract with Imaginatix and affects your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
1. 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 shall 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 Imaginatix in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND IMAGINATIX WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
2. 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 CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
3. Severability: 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 shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.
4. 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 shall not waive or affect any other portion of this Arbitration Agreement.
5. Survival of Agreement: This Arbitration Agreement will survive the termination of your relationship with Imaginatix.
6. Small Claims Court: Notwithstanding the foregoing, either you or Imaginatix may bring an individual action in small claims court.
7. 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 shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
8. Courts: 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.
MISCELLANEOUS
1. Governing Law: 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.
2. Compliance with Laws; Export Control: You agree to comply with all laws and regulations relating to your use of the Service, including without limitation those relating to export and import, privacy, and personal data protection. Imaginatix's 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 Imaginatix software, services, technology, or any derivatives thereof. In the event that Imaginatix approves your export of any of the foregoing, you will only export or re-export 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 Imaginatix Service, 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 14(b) will survive the expiration or termination of this Agreement for any reason.
3. Communications and Notice: By using the Imaginatix Service, you consent to receiving certain electronic communications from Imaginatix relating to your subscription. These communications may involve sending emails to your email address provided during registration, or posting communications within the Imaginatix 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 Imaginatix. You agree that any notices, agreements, disclosures or other communications that Imaginatix sends 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 Imaginatix is not valid, or for any reason is not capable of delivering to you any notices required or permitted by the Agreement, Imaginatix’s 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 certain other communications from us, such as notifications of new Imaginatix 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.
4. Assignment: 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 the prior written consent of Imaginatix.
5. Force Majeure: Imaginatix shall 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.
6. Limitations Period: YOU AND IMAGINATIX AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE IMAGINATIX SERVICE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.
7. Severability: 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.
8. Waiver: 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.
9. Entire Agreement: 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.