The website located at https://www.reshapeautomation.com/ (the “Site”) is a copyrighted work belonging to Reshape Automation Inc. (“Company”, “us”, “our”, and “we”).  Certain features of the Site may be subject to additional guidelines, terms, or rules, which will be posted on the Site in connection with such features.  All such additional terms, guidelines, and rules are incorporated by reference into these Terms.

THESE TERMS OF USE (THESE “TERMS”) SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE SITE. “YOU” OR “YOUR” MEANS YOU, THE ORGANIZATION YOU REPRESENT, AND ITS OTHER USERS;  BY ACCESSING OR USING THE SITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF, THE ENTITY THAT YOU REPRESENT, AND ITS OTHER USERS), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF, THE ENTITY THAT YOU REPRESENT, AND ITS OTHER USERS).  YOU MAY NOT ACCESS OR USE THE SITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD.  IF YOU DO NOT AGREE WITH ALL OF THE PROVISIONS OF THESE TERMS, DO NOT ACCESS AND/OR USE THE SITE.

PLEASE BE AWARE THAT SECTION 12.2 CONTAINS PROVISIONS GOVERNING HOW TO RESOLVE DISPUTES BETWEEN YOU AND COMPANY. AMONG OTHER THINGS, SECTION 12.2 INCLUDES AN AGREEMENT TO ARBITRATE WHICH REQUIRES, WITH LIMITED EXCEPTIONS, THAT ALL DISPUTES BETWEEN YOU AND US SHALL BE RESOLVED BY BINDING AND FINAL ARBITRATION.  SECTION 12.2 ALSO CONTAINS A CLASS ACTION AND JURY TRIAL WAIVER.  PLEASE READ SECTION 12.2 CAREFULLY.

UNLESS YOU OPT OUT OF THE AGREEMENT TO ARBITRATE WITHIN 30 DAYS: (1) YOU WILL ONLY BE PERMITTED TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF AGAINST US ON AN INDIVIDUAL BASIS, NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE ACTION OR PROCEEDING AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION; AND (2) YOU ARE WAIVING YOUR RIGHT TO PURSUE DISPUTES OR CLAIMS AND SEEK RELIEF IN A COURT OF LAW AND TO HAVE A JURY TRIAL.

1. Accounts

1.1. Account Creation.  In order to use certain features of the Site, you must register for an account (“Account”) and provide certain information about yourself as prompted by the account registration form.  You represent and warrant that: (a) all required registration information you submit is truthful and accurate; (b) you will maintain the accuracy of such information. You may delete your Account at any time, for any reason, by following the instructions on the Site.  Company may suspend or terminate your Account in accordance with Section 10.

1.2. Account Responsibilities.  You are responsible for maintaining the confidentiality of your Account login information and are fully responsible for all activities that occur under your Account.  You agree to immediately notify Company of any unauthorized use, or suspected unauthorized use of your Account or any other breach of security.  Company cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.

2. Access to the Site

2.1. License. Subject to these Terms, Company grants you a non-transferable, non-exclusive, revocable, limited right to use and access the Site solely for your own use.

2.2. Certain Restrictions.  The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Site or the Offerings, whether in whole or in part, or any content displayed on the Site or the Offerings; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Site or the Offerings; (c) you shall not access the Site or the Offerings in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Site or the Offerings may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Site shall be subject to these Terms.  All copyright and other proprietary notices on the Site or the Offerings, including without limitation with respect to any terms incorporated into any Purchase Order, (or on any content displayed on the Site) must be retained on all copies thereof.

2.3. Modification.  Company or Providers, as applicable reserves the right, at any time, to modify, suspend, or discontinue the Site or the Offerings (in whole or in part) with or without notice to you.  You agree that Company will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Site or the Offerings or any part thereof.

2.4. No Support or Maintenance.  You acknowledge and agree that, except to the extent expressly described in a Purchase Order, Company or Providers, as applicable, will have no obligation to provide you with any support or maintenance in connection with the Site or the Offerings.

2.5. Ownership.  Excluding any User Content that you may provide (defined below), you acknowledge that all the intellectual property rights, including copyrights, patents, trade marks, and trade secrets, in the Site or the Offerings and its content are owned by Company or  Providers or suppliers thereof, as applicable.  Neither these Terms (nor your access to the Site or the Offerings) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth in Section 2.1. Company and its suppliers reserve all rights not granted in these Terms.  There are no implied licenses granted under these Terms.

2.6. Feedback.  If you provide Company with any feedback or suggestions regarding the Site or the Offerings (“Feedback”), you hereby assign to Company all rights in such Feedback and agree that Company shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate.  Company will treat any Feedback you provide to Company as non-confidential and non-proprietary.  You agree that you will not submit to Company any information or ideas that you consider to be confidential or proprietary.

2.7. Privacy.  We use User Content and conduct other practices pursuant to our Privacy Policy, which is hereby incorporated by reference and available here: https://www.reshapeautomation.com/privacy-policy

3. User Content

3.1. User Content.  “User Content” means any and all information and content that a user submits to, or uses with, the Site or the Offerings (e.g., content in the user’s profile or postings).  You are solely responsible for your User Content.  You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party.  You hereby represent and warrant that your User Content does not violate our Acceptable Use Policy (defined in Section3) and that such User Content is accurate and complete.  You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by Company.  Since you alone are responsible for your User Content, you may expose yourself to liability if, for example, your User Content violates the Acceptable Use Policy.  Company is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice.  You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.

3.2. Provider License.  For User Content relating to commercial offerings of your products and services created, distributed, sold or advertised by your organization on or in connection with the Site or the Offerings, you hereby grant (and you represent and warrant that you have the right to grant) to Company an irrevocable, nonexclusive, sublicensable, worldwide, royalty-free and fully paid, worldwide license, to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit such User Content for our business purposes.  Each User who provides the User Content described in this Section 3.2 shall be deemed a User and also a “Provider”.

3.3. Consumer Assignment.  For any other User Content other than as expressly described in Section 3.2 of these Terms, including without limitation with respect to User Content you submit (1) about your organization, other members of your organization, or about yourself, or (2) about third party organizations affiliated with your organization, you hereby assign (and you represent and warrant that you have the right to assign) to Company such User Content for use for our business purposes. You further irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You further agree that such User Content may be used to confirm your affiliation with such identified third parties and generally to provide and improve the Services.

4. Acceptable Use and User, Provider Covenants  

4.1. Acceptable Use Policy.  The following terms constitute our “Acceptable Use Policy”:

(i) You agree not to use the Site or the Offerings to collect, upload, transmit, display, or distribute any User Content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right, (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable, (iii) that is harmful to minors in any way, or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

(ii) In addition, you agree not to: (i) upload, transmit, or distribute to or through the Site or any Offering any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Site unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii)  use the Site or any Offering to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Site or any Offering, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Site or any Offering  (or to other computer systems or networks connected to or used together with the Site or any Offering), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Site or any Offering; or (vi) use software or automated agents or scripts to produce multiple accounts on the Site or any Offering, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Site or any Offering (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Site or any Offering for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials, subject to the parameters set forth in our robots.txt file).

(iii) Resell, transfer, or sublicense a right to use any Offering.

(iv) Violate, or cause us to violate, any third party terms incorporated into a Purchase Order.

4.2. For each software Offerings that you procure through the Site, you agree to abide by the terms of any third party terms of service or end user license agreements required by such third party in order to use such software Offerings, as such terms of service or end user license agreements may be updated from time to time.

4.3. To the extent you are a Provider, you further covenant, in addition to the obligations of Users as described in these Terms and applicable Purchase Orders, (i) that all User Content you submit is accurate and complete; (ii) to provide reasonable notice to us in the event information about Offerings, or the terms of such Offerings, change, or User Content requires other further updates.

4.4. Enforcement.  We reserve the right (but have no obligation) to review, refuse and/or remove any User Content in our sole discretion, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Section 10, and/or reporting you to law enforcement authorities.

5. Third-Party Links & Ads; Other Users; Artificial Intelligence

5.1. Third-Party Links & Ads.  The Site or the Offerings may contain links to third-party websites and services, and/or display advertisements or offerings for third parties (collectively, “Third-Party Links & Ads”).  Such Third-Party Links & Ads are not under the control of Company, and Company is not responsible for any Third-Party Links & Ads.  Company provides access to these Third-Party Links & Ads only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links & Ads.  You use all Third-Party Links & Ads at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links & Ads, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.  You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links & Ads.

5.2. Other Users.  Each Site user is solely responsible for any and all of its own User Content.  Since we do not control User Content, you acknowledge and agree that we are not responsible for any User Content, whether provided by you, Us, or by others.  We make no guarantees regarding the accuracy, currency, suitability, appropriateness, or quality of any User Content.  Your interactions with other Site users are solely between you and such users.  You agree that Company will not be responsible for any loss or damage incurred as the result of any such interactions.  If there is a dispute between you and any Site user or Provider, we are under no obligation to become involved.

5.3. Release. You hereby release and forever discharge Company (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Site or the Offerings (including any interactions with, or act or omission of, other Site users or any Third-Party Links & Ads).  IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR OR RELEASING PARTY DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR OR RELEASED PARTY.”

5.4. Artificial Intelligence.

(a) AI Features.  The Site includes certain Artificial Intelligence enabled features, including without limitation chat feature(s) including large language models (LLMs) or other machine learning or artificial intelligence features of the Site (the “AI Features”).  

(b) Rights in Inputs and Outputs; Infringement.  You may submit User Content (including in the form of prompts or queries) to the AI Features (“Inputs”) and receive outputs from the AI Features (“Outputs”).  Except for our express rights in these Terms and applicable Purchase Order(s), as between us and you, you retain all intellectual property and other rights in your Inputs.  You acknowledge that Outputs provided to you may be similar or identical to Outputs independently provided by us to others, and that you hold no interest or right to such Outputs.  Due to the nature of the AI Features, we do not represent or warrant that (a) any Output does not incorporate or reflect third-party content or materials, or (b) any Output will not infringe third-party intellectual property rights.  Any claims relating to intellectual property infringement or misappropriation by Outputs are not included within our representations and warranties or indemnification obligations.

(c) Third-Party Providers.  You agree to abide by any third-party terms and conditions relating to the AI Features, including the Open AI Terms of Use currently available here: https://openai.com/policies/terms-of-use (the “Open AI Terms”), as the Open AI Terms may be updated from time to time.  You acknowledge and agree that you understand and have access to  the Open AI Terms, and agree they are hereby incorporated by reference into these Terms.  You further grant us an irrevocable, nonexclusive, royalty-free and fully paid, worldwide license to reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit the Inputs, and acknowledge and agree that we may use Inputs / Outputs to train or otherwise improve the AI Features, and that Inputs and Outputs may further be used by third parties as described in the Open AI Terms.

6. Purchase Orders & Fees

6.1. From time to time, you and we may agree to the provision of goods and services (together, “Offerings”) pursuant to the terms to be agreed upon on a case-by-case basis (each such set of terms, including without limitation any third party terms incorporated therein, a “Purchase Order”).  No Purchase Order is deemed executed until signed by you and countersigned by us, and in each case shall be further governed by these Terms. The terms of the Purchase Order shall supersede these Terms only to the extent of express conflict.  Such Purchase Order(s) shall govern terms pertaining to shipment of Offerings, particular warranties and disclaimers of warranties, and, if applicable, our other value-added Offerings, including without limitation installation / assembly, modification, software integration, and other terms.

6.2. You may incur fees and charges based on your use of the Site or the Offerings. We bill as indicated on the website, your Purchase Order (as applicable), and pursuant to these Terms, the terms of which may change at any time. Any outstanding balance becomes immediately due and payable upon termination of these Terms or your Purchase Order for any reason. All amounts payable are denominated in United States dollars, and you agree to pay all such amounts in United States dollars. To the fullest extent permitted by law, refunds (if any) are at our discretion and only in the form of credit for the services. Nothing in these Terms obligates Us to extend credit to any party. You are responsible for paying all reasonable expenses and attorneys fees we incur collecting late payments. We reserve the right to discontinue the provision of the Site to you for any late payments.

6.3. Payment. Paid fees may be paid by debit card, credit card, or deducted from your linked bank account. If you link a debit or credit card to your account, you expressly authorize us to collect paid fees by debit from your linked debit card or charge to your linked credit card at regular intervals according to your order. Regardless of payment device, we reserve the right to collect paid fees by deduction from your linked bank account. You represent and warrant that (i) the credit card information you supply to us is true, correct, and complete, (ii) you are duly authorized to use such credit card for the purchase, (iii) charges incurred by you will be honored by your credit card company, and (iv) you will pay charges incurred by you at the posted prices, including all applicable taxes, if any.

6.4. Taxes. You are responsible for paying all taxes and government charges and will pay our fees without any reduction. In the event that We are obligated to collect or pay taxes, those taxes will be invoiced to you, unless you provide us with a timely and valid tax exemption certificate issued by the appropriate authority for each jurisdiction in which you claim exempt status. If any deduction or withholding is required by law, you will notify us and will pay us any additional amounts necessary to ensure that the net amount that we receive, after any deduction and withholding, equals the amount we would have received if no deduction or withholding had been required. Additionally, you will provide us with documentation showing that the withheld and deducted amounts have been paid to the relevant taxing authority.

6.5. Third Party Payment Processor. Company may use Stripe, Inc. (“Stripe”) as its third party service provider for payment services (e.g., card acceptance, merchant settlement, and related services). By using the Site, you agree to be bound by Stripe’s Privacy Policy: https://www.stripe.com/privacy, and hereby consent and authorize Company and Stripe to share any information and payment instructions you provide with one or more third party service provider(s) to the extent required to complete your transactions. By using the Site, you also agree to be bound by Stripe’s Seller Terms: https://stripe.com/ssa.

7. Disclaimers

THE SITE AND THE OFFERINGS ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, AND COMPANY (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT.  WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SITE WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE.  IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SITE, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO 90 DAYS FROM THE DATE OF FIRST USE.

USERS ACKNOWLEDGE THAT WE ACTS SOLELY AS A PLATFORM FACILITATING THE SALE AND PURCHASE OF MACHINERY, SOFTWARE, AND RELATED ASSETS, WITHOUT PROVIDING WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, COMPLETENESS, QUALITY, FUNCTIONALITY, SAFETY, DESIGN AND IMPLIED FITNESS, INSTALLATION OR MAINTENANCE REQUIREMENTS, OR SUITABILITY OF ANY ASSET, EXCEPT AS EXPRESSLY DESCRIBED IN AN APPLICABLE PURCHASER ORDER.  USER ASSUMES ALL RISK ASSOCIATED WITH THE INHERENT NATURE OF MACHINERY AND SOFTWARE USED IN MANUFACTURING, INCLUDING POTENTIAL MALFUNCTIONS, ERRORS, AND SAFETY HAZARDS, BOTH DIRECT AND INDIRECT WITH RESPECT TO BUSINESS COSTS AND OTHER SUCH ASSETS. USERS ARE ENCOURAGED TO CONDUCT INDEPENDENT ASSESSMENTS AND DUE DILIGENCE BEFORE PURCHASE; THIS INCLUDES EVALUATING THE CONDITION, FUNCTIONALITY, SUITABILITY, AND SAFETY FEATURES OF APPLICABLE ASSETS.

WITH RESPECT TO THE AI FEATURES, OUTPUTS ARE GENERATED THROUGH MACHINE LEARNING PROCESSES AND ARE NOT TESTED, VERIFIED, ENDORSED OR GUARANTEED TO BE ACCURATE, COMPLETE OR CURRENT BY US. YOU SHOULD INDEPENDENTLY REVIEW AND VERIFY ALL OUTPUTS AS TO APPROPRIATENESS FOR ANY OR ALL USE CASES OR APPLICATIONS.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.  SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

8. Indemnification.  

You agree to indemnify and hold Company (and its representatives, officers, employees, agents, suppliers, licensors, and assignees) harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of or relating to (a) your use of the Site; your provision (as a Provider) or use or purchase of (as a User or otherwise) the Offerings, (b) your violation of these Terms or the applicable Purchase Order, (c) your violation of applicable laws or regulations or (d) your User Content.  Company reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.  You agree not to settle any matter without the prior written consent of Company.  Company will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

9. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WE (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS, ANY PURCHASE ORDER, OR YOUR USE OF, OR INABILITY TO USE, THE SITE OR THE OFFERINGS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  ACCESS TO, AND USE OF, THE SITE AND THE OFFERINGS IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR COMPUTER SYSTEM, OR LOSS OF DATA RESULTING THEREFROM.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS, A PURCHASE ORDER HERETO, THE SITE, OR ANY OFFERING (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO A MAXIMUM OF FIFTY US DOLLARS. THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT.  YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

10. Term and Termination   ‍

Subject to this Section, these Terms will remain in full force and effect while you use the Site or any Offerings.  We may suspend or terminate your rights to use the Site (including your Account) at any time for any reason at our sole discretion, including for any use of the Site or the Offerings in violation of these Terms.  Upon termination of your rights under these Terms, your Account and right to access and use the Site will terminate immediately.  You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our live databases.  Company will not have any liability whatsoever to you for any termination of your rights under these Terms, including for termination of your Account or deletion of your User Content.  Even after your rights under these Terms are terminated, the following provisions of these Terms will remain in effect: Sections 2.2 through 2.6, Section 3 and Sections 4 through 12.

11. Copyright Policy.

Company respects the intellectual property of others and asks that users of our Site do the same.  In connection with our Site, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of users of our online Site who are repeat infringers of intellectual property rights, including copyrights.  If you believe that one of our users is, through the use of our Site, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:

1. your physical or electronic signature;

2. identification of the copyrighted work(s) that you claim to have been infringed;

3. identification of the material on our services that you claim is infringing and that you request us to remove;

4. sufficient information to permit us to locate such material;

5. your address, telephone number, and e-mail address;

6. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and

7. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the written notification and allegation of copyright infringement.

The designated Copyright Agent for Company is:

Laurence S. Donahue, Esq.
Law 4 Small Business (L4SB)
6801 Jefferson St. NE, Ste. 220
Albuquerque,  NM  87109
Phone: 505-715-5700
Email: LegalResponseTeam@L4SB.com

12. General

12.1. Changes.  These Terms are subject to occasional revision, and if we make any substantial changes, we may notify you by sending you an e-mail to the last e-mail address you provided to us (if any), and/or by prominently posting notice of the changes on our Site.  You are responsible for providing us with your most current e-mail address.  In the event that the last e-mail address that you have provided us is not valid, or for any reason is not capable of delivering to you the notice described above, our dispatch of the e-mail containing such notice will nonetheless constitute effective notice of the changes described in the notice.  Any changes to these Terms will be effective upon the earlier of thirty (30) calendar days following our dispatch of an e-mail notice to you (if applicable) or thirty (30) calendar days following our posting of notice of the changes on our Site. These changes will be effective immediately for new users of our Site.  Continued use of our Site following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

12.2. Dispute Resolution. Please read the following arbitration agreement in this Section (the “Arbitration Agreement”) carefully.  It requires you to arbitrate disputes with Company, its parent companies, subsidiaries, affiliates, successors and assigns and all of their respective officers, directors, employees, agents, and representatives (collectively, the “Company Parties”) and limits the manner in which you can seek relief from the Company Parties.

(a) Applicability of Arbitration Agreement.  You agree that any dispute between you and any of the Company Parties relating in any way to the Site, the services offered on the Site (the “Services”) or these Terms will be resolved by binding arbitration, rather than in court, except that (1) you and the Company Parties may assert individualized claims in small claims court if the claims qualify, remain in such court and advance solely on an individual, non-class basis; and (2) you or the Company Parties may seek equitable relief in court for infringement or other misuse of intellectual property rights (such as trademarks, trade dress, domain names, trade secrets, copyrights, and patents). This Arbitration Agreement shall survive the expiration or termination of these Terms and shall apply, without limitation, to all claims that arose or were asserted before you agreed to these Terms (in accordance with the preamble) or any prior version of these Terms. This Arbitration Agreement does not preclude you from bringing issues to the attention of federal, state or local agencies.  Such agencies can, if the law allows, seek relief against the Company Parties on your behalf.  For purposes of this Arbitration Agreement, “Dispute” will also include disputes that arose or involve facts occurring before the existence of this or any prior versions of the Agreement as well as claims that may arise after the termination of these Terms.

(b) Informal Dispute Resolution. There might be instances when a Dispute arises between you and Company. If that occurs, Company is committed to working with you to reach a reasonable resolution. You and Company agree that good faith informal efforts to resolve Disputes can result in a prompt, low‐cost and mutually beneficial outcome. You and Company therefore agree that before either party commences arbitration against the other (or initiates an action in small claims court if a party so elects), we will personally meet and confer telephonically or via videoconference, in a good faith effort to resolve informally any Dispute covered by this Arbitration Agreement (“Informal Dispute Resolution Conference”). If you are represented by counsel, your counsel may participate in the conference, but you will also participate in the conference.

The party initiating a Dispute must give notice to the other party in writing of its intent to initiate an Informal Dispute Resolution Conference (“Notice”), which shall occur within 45 days after the other party receives such Notice, unless an extension is mutually agreed upon by the parties. Notice to Company that you intend to initiate an Informal Dispute Resolution Conference should be sent by email to: juan@reshapeautomation.com, or by regular mail to 460 Center Street, PO Box #6845, Moraga, California 94570. The Notice must include: (1) your name, telephone number, mailing address, e‐mail address associated with your account (if you have one); (2) the name, telephone number, mailing address and e‐mail address of your counsel, if any; and (3) a description of your Dispute.

The Informal Dispute Resolution Conference shall be individualized such that a separate conference must be held each time either party initiates a Dispute, even if the same law firm or group of law firms represents multiple users in similar cases, unless all parties agree; multiple individuals initiating a Dispute cannot participate in the same Informal Dispute Resolution Conference unless all parties agree. In the time between a party receiving the Notice and the Informal Dispute Resolution Conference, nothing in this Arbitration Agreement shall prohibit the parties from engaging in informal communications to resolve the initiating party’s Dispute. Engaging in the Informal Dispute Resolution Conference is a condition precedent and requirement that must be fulfilled before commencing arbitration. The statute of limitations and any filing fee deadlines shall be tolled while the parties engage in the Informal Dispute Resolution Conference process required by this section.

(c) Arbitration Rules and Forum. These Terms evidence a transaction involving interstate commerce; and notwithstanding any other provision herein with respect to the applicable substantive law, the Federal Arbitration Act, 9 U.S.C. § 1 et seq., will govern the interpretation and enforcement of this Arbitration Agreement and any arbitration proceedings. If the Informal Dispute Resolution Process described above does not resolve satisfactorily within 60 days after receipt of your Notice, you and Company agree that either party shall have the right to finally resolve the Dispute through binding arbitration. The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement. The arbitration will be conducted by JAMS, an established alternative dispute resolution provider. Disputes involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules and procedures available at http://www.jamsadr.com/rules-streamlined-arbitration/; all other claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures, available at http://www.jamsadr.com/rules-comprehensive-arbitration/. JAMS’s rules are also available at www.jamsadr.com or by calling JAMS at 800-352-5267. A party who wishes to initiate arbitration must provide the other party with a request for arbitration (the “Request”). The Request must include: (1) the name, telephone number, mailing address, e‐mail address of the party seeking arbitration and the account username (if applicable) as well as the email address associated with any applicable account; (2) a statement of the legal claims being asserted and the factual bases of those claims; (3) a description of the remedy sought and an accurate, good‐faith calculation of the amount in controversy in United States Dollars; (4) a statement certifying completion of the Informal Dispute Resolution process as described above; and (5) evidence that the requesting party has paid any necessary filing fees in connection with such arbitration.

If the party requesting arbitration is represented by counsel, the Request shall also include counsel’s name, telephone number, mailing address, and email address. Such counsel must also sign the Request. By signing the Request, counsel certifies to the best of counsel’s knowledge, information, and belief, formed after an inquiry reasonable under the circumstances, that: (1) the Request is not being presented for any improper purpose, such as to harass, cause unnecessary delay, or needlessly increase the cost of dispute resolution; (2) the claims, defenses and other legal contentions are warranted by existing law or by a nonfrivolous argument for extending, modifying, or reversing existing law or for establishing new law; and (3) the factual and damages contentions have evidentiary support or, if specifically so identified, will likely have evidentiary support after a reasonable opportunity for further investigation or discovery.

Unless you and Company otherwise agree, or the Batch Arbitration process discussed in Subsection 12.2(h) is triggered, the arbitration will be conducted in the county where you reside. Subject to the JAMS Rules, the arbitrator may direct a limited and reasonable exchange of information between the parties, consistent with the expedited nature of the arbitration. If the JAMS is not available to arbitrate, the parties will select an alternative arbitral forum. Your responsibility to pay any JAMS fees and costs will be solely as set forth in the applicable JAMS Rules.

You and Company agree that all materials and documents exchanged during the arbitration proceedings shall be kept confidential and shall not be shared with anyone except the parties’ attorneys, accountants, or business advisors, and then subject to the condition that they agree to keep all materials and documents exchanged during the arbitration proceedings confidential.

(d) Authority of Arbitrator. The arbitrator shall have exclusive authority to resolve all disputes subject to arbitration hereunder including, without limitation, any dispute related to the interpretation, applicability, enforceability or formation of this Arbitration Agreement or any portion of the Arbitration Agreement, except for the following: (1) all Disputes arising out of or relating to the subsection entitled “Waiver of Class or Other Non-Individualized Relief,” including any claim that all or part of the subsection entitled “Waiver of Class or Other Non-Individualized Relief” is unenforceable, illegal, void or voidable, or that such subsection entitled “Waiver of Class or Other Non-Individualized Relief” has been breached, shall be decided by a court of competent jurisdiction and not by an arbitrator; (2) except as expressly contemplated in the subsection entitled “Batch Arbitration,” all Disputes about the payment of arbitration fees shall be decided only by a court of competent jurisdiction and not by an arbitrator; (3) all Disputes about whether either party has satisfied any condition precedent to arbitration shall be decided only by a court of competent jurisdiction and not by an arbitrator; and (4) all Disputes about which version of the Arbitration Agreement applies shall be decided only by a court of competent jurisdiction and not by an arbitrator.  The arbitration proceeding will not be consolidated with any other matters or joined with any other cases or parties, except as expressly provided in the subsection entitled “Batch Arbitration.” The arbitrator shall have the authority to grant motions dispositive of all or part of any claim or dispute. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual party under applicable law, the arbitral forum’s rules, and these Terms (including the Arbitration Agreement). The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which any award (or decision not to render an award) is based, including the calculation of any damages awarded. The arbitrator shall follow the applicable law. The award of the arbitrator is final and binding upon you and us. Judgment on the arbitration award may be entered in any court having jurisdiction.

(e) Waiver of Jury Trial. EXCEPT AS SPECIFIED IN SECTION 12.2(A)  YOU AND THE COMPANY PARTIES HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and the Company Parties are instead electing that all covered claims and disputes shall be resolved exclusively by arbitration under this Arbitration Agreement, except as specified in Section 12.2(a) above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow these Terms as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

(f) Waiver of Class or Other Non-Individualized Relief.  YOU AND COMPANY AGREE THAT, EXCEPT AS SPECIFIED IN SUBSECTION 12.2(H)  EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT ON A CLASS, REPRESENTATIVE, OR COLLECTIVE BASIS, AND THE PARTIES HEREBY WAIVE ALL RIGHTS TO HAVE ANY DISPUTE BE BROUGHT, HEARD, ADMINISTERED, RESOLVED, OR ARBITRATED ON A CLASS, COLLECTIVE, REPRESENTATIVE, OR MASS ACTION BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND DISPUTES OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. Subject to this Arbitration Agreement, the arbitrator may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by the party’s individual claim. Nothing in this paragraph is intended to, nor shall it, affect the terms and conditions under the Subsection 12.2(h) entitled “Batch Arbitration.” Notwithstanding anything to the contrary in this Arbitration Agreement, if a court decides by means of a final decision, not subject to any further appeal or recourse, that the limitations of this subsection, “Waiver of Class or Other Non-Individualized Relief,” are invalid or unenforceable as to a particular claim or request for relief (such as a request for public injunctive relief), you and Company agree that that particular claim or request for relief (and only that particular claim or request for relief) shall be severed from the arbitration and may be litigated in the state or federal courts located in the State of California. All other Disputes shall be arbitrated or litigated in small claims court. This subsection does not prevent you or Company from participating in a class-wide settlement of claims.

(g) Attorneys’ Fees and Costs. The parties shall bear their own attorneys’ fees and costs in arbitration unless the arbitrator finds that either the substance of the Dispute or the relief sought in the Request was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)). If you or Company need to invoke the authority of a court of competent jurisdiction to compel arbitration, then the party that obtains an order compelling arbitration in such action shall have the right to collect from the other party its reasonable costs, necessary disbursements, and reasonable attorneys’ fees incurred in securing an order compelling arbitration. The prevailing party in any court action relating to whether either party has satisfied any condition precedent to arbitration, including the Informal Dispute Resolution Process, is entitled to recover their reasonable costs, necessary disbursements, and reasonable attorneys’ fees and costs.

(h) Batch Arbitration. To increase the efficiency of administration and resolution of arbitrations, you and Company agree that in the event that there are 100 or more individual Requests of a substantially similar nature filed against Company by or with the assistance of the same law firm, group of law firms, or organizations, within a 30 day period (or as soon as possible thereafter), the JAMS shall (1) administer the arbitration demands in batches of 100 Requests per batch (plus, to the extent there are less than 100 Requests left over after the batching described above, a final batch consisting of the remaining Requests); (2) appoint one arbitrator for each batch; and (3) provide for the resolution of each batch as a single consolidated arbitration with one set of filing and administrative fees due per side per batch, one procedural calendar, one hearing (if any) in a place to be determined by the arbitrator, and one final award (“Batch Arbitration”).

All parties agree that Requests are of a “substantially similar nature” if they arise out of or relate to the same event or factual scenario and raise the same or similar legal issues and seek the same or similar relief. To the extent the parties disagree on the application of the Batch Arbitration process, the disagreeing party shall advise the JAMS, and the JAMS shall appoint a sole standing arbitrator to determine the applicability of the Batch Arbitration process (“Administrative Arbitrator”). In an effort to expedite resolution of any such dispute by the Administrative Arbitrator, the parties agree the Administrative Arbitrator may set forth such procedures as are necessary to resolve any disputes promptly. The Administrative Arbitrator’s fees shall be paid by Company.

You and Company agree to cooperate in good faith with the JAMS to implement the Batch Arbitration process including the payment of single filing and administrative fees for batches of Requests, as well as any steps to minimize the time and costs of arbitration, which may include: (1) the appointment of a discovery special master to assist the arbitrator in the resolution of discovery disputes; and (2) the adoption of an expedited calendar of the arbitration proceedings.

This Batch Arbitration provision shall in no way be interpreted as authorizing a class, collective and/or mass arbitration or action of any kind, or arbitration involving joint or consolidated claims under any circumstances, except as expressly set forth in this provision.

(i) 30-Day Right to Opt Out.  You have the right to opt out of the provisions of this Arbitration Agreement by sending a timely written notice of your decision to opt out to the following address: 460 Center Street, PO Box #6845, Moraga, California 94570, or email to juan@reshapeautomation.com, within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address and a clear statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of these Terms will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have with us, or may enter into in the future with us.

(j) Invalidity, Expiration. Except as provided in the subsection entitled “Waiver of Class or Other Non-Individualized Relief”, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, 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. You further agree that any Dispute that you have with Company as detailed in this Arbitration Agreement must be initiated via arbitration within the applicable statute of limitation for that claim or controversy, or it will be forever time barred. Likewise, you agree that all applicable statutes of limitation will apply to such arbitration in the same manner as those statutes of limitation would apply in the applicable court of competent jurisdiction.

(k) Modification. Notwithstanding any provision in these Terms to the contrary, we agree that if Company makes any future material change to this Arbitration Agreement, you may reject that change within 30 days of such change becoming effective by writing Company at the following address: 460 Center Street, PO Box #6845, Moraga, California 94570, or email to juan@reshapeautomation.com.  Unless you reject the change within 30 days of such change becoming effective by writing to Company in accordance with the foregoing, your continued use of the Site and/or Services, including the acceptance of products and services offered on the Site following the posting of changes to this Arbitration Agreement constitutes your acceptance of any such changes. Changes to this Arbitration Agreement do not provide you with a new opportunity to opt out of the Arbitration Agreement if you have previously agreed to a version of these Terms and did not validly opt out of arbitration. If you reject any change or update to this Arbitration Agreement, and you were bound by an existing agreement to arbitrate Disputes arising out of or relating in any way to your access to or use of the Services or of the Site, any communications you receive, any products sold or distributed through the Site, the Services, or these Terms, the provisions of this Arbitration Agreement as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms) remain in full force and effect. Company will continue to honor any valid opt outs of the Arbitration Agreement that you made to a prior version of these Terms.

12.3. Export. The Site may be subject to U.S. export control laws and may be subject to export or import regulations in other countries. You agree not to export, reexport, or transfer, directly or indirectly, any U.S. technical data acquired from Company, or any products utilizing such data, in violation of the United States export laws or regulations.

12.4. Disclosures.  Company is located at the address in Section 12.8. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

12.5. Electronic Communications.  The communications between you and Company use electronic means, whether you use the Site or send us emails, or whether Company posts notices on the Site or communicates with you via email. For contractual purposes, you (a) consent to receive communications from Company in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Company provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

12.6. Entire Terms. These Terms, any Purchase Order duly executed between us and you, and any third party terms further incorporated herein or therein, together constitute the entire agreement between you and us regarding the use of the Site, or your procurement or use of Offerings, each to the extent applicable. Only to the extent of express conflict between a Purchase Order and the text of these Terms, the terms of such Purchase Order shall govern.  Our failure to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. The word “including” means “including without limitation”.  If any provision of these Terms or any provision of any applicable Purchase Order is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms or the other provisions of such Purchase Order, as applicable, will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.  Your relationship to Company is that of an independent contractor, and neither party is an agent or partner of the other.  These Terms, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Company’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.  Company may freely assign these Terms.  The terms and conditions set forth in these Terms shall be binding upon assignees.

12.7. Copyright/Trademark Information.  Copyright © 2024 Reshape Automation Inc. All rights reserved.  All trademarks, logos and service marks (“Marks”) displayed on the Site are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

12.8. Contact Information:

Attention: Reshape Automation

Address:

460 Center Street, PO Box #6845

Moraga, California 94570

Telephone: 925-255-0565

Email: juan@reshapeautomation.com

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