TERMS OF USE

1. SCOPE OF AGREEMENT

The Services (as defined below) that Boardera Software Inc. (“Boardera”) provides to you are subject to the following terms of use (the “Terms”). 

This Agreement and the Terms may not be amended except in writing signed by both you and Boardera.

You may also have a signed written agreement which is expressly incorporated herein (the “Written Agreement”), and which in conjunction with the Terms and policies referred to herein, comprise the entire Agreement between Boardera and you. The Written Agreement may contain different or additional terms which supersede the Terms in this document. In the event of a conflict between these Terms and the terms of the Written Agreement, the terms of the Written Agreement shall prevail.

 

2. DESCRIPTION OF SERVICES

Through its network of Web properties and software, Boardera provides you with real time rendering and pricing (the ”Services”) of circuit board designs, materials, specifications, schematics, models, etc. uploaded by you (the “Designs”). Services may include, for example, communication between you and Boardera regarding compatibility of certain parts in the Designs, sourcing of parts, sourcing of alternative parts, creation of bills of materials, sourcing of and communication with third party suppliers for the manufacturing of Designs. However, the Services shall not include in any form whatsoever, the provision of engineering or manufacturing advice regarding the viability or improvement of products derived from Designs, or any part thereof, and no communication or information exchanged between you and Boardera may be considered as such. For clarity, Boardera does not manufacture Designs itself, or any part thereof; rather, the Designs will be manufactured by third party manufacturers and you acknowledge that you may be contacted by such third party manufacturers in connection therewith.

The Services, including any updates, enhancements, new features, and/or the addition of any new Web properties, are subject to these Terms.

 

3. NO RESALE OF SERVICES

Your right to use the Services is personal to you and you agree not to resell the use of the Services.

4. PRIVACY AND PROTECTION OF PERSONAL INFORMATION.

See Boardera’s Privacy Policy for disclosures relating to the collection and use of your personal, business, and product information.

5. DATA PROTECTION AND STORAGE OF DESIGNS

Boardera will store and maintain Designs uploaded through your Boardera account for the period of time your account is active or until such other time as your direct Boardera to destroy such Designs. Boardera shall maintain administrative, technical and physical safeguards to protect the security, confidentiality and integrity of your information in its possession. 

6. MEMBER ACCOUNT, PASSWORD, AND SECURITY

If any of the Services requires you to open an account, you must complete the sign-up process by providing us with current, complete and accurate information as prompted by the applicable registration form. You agree to notify Boardera promptly of any changes to this information as required to keep it current, complete and accurate. You also will choose a password. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur by all users associated with your account.

You agree to notify Boardera immediately of any unauthorized use of your account or any other breach of security. Boardera will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by Boardera or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the permission of the account holder.

7. CHARGES

You agree to pay all charges for your use of the Services according to the order form applicable to your Services. There is no charge for creating a Boardera account.

Payment of your Boardera account balance shall be due in accordance with the payment terms set out in the applicable order form and are to be paid in the currency in which billed. A failure to pay the charges is a material breach of this Agreement and grounds for termination by Boardera. 

8. USE OF SERVICES / CUSTOMER RESPONSIBILITIES / LICENSE

You represent and warrant that you possess the legal right and ability to enter into this Agreement. If you are registering on behalf of a corporation you warrant that you have the authority to bind the corporation. You agree to be financially responsible for your use of the Services and to comply with your responsibilities and obligations as stated in this Agreement.

If you are under 18, you may use the Services only with involvement of a parent or guardian. Parents and guardians may create profiles for those under 18. Boardera reserves the right to refuse service, terminate accounts, terminate your rights to use the Services, remove or edit content, or cancel orders in its sole discretion.

Images hosted by Boardera on Boardera controlled servers may only be used in connection with the Services and for no other purpose whatsoever. To the extent you use images provided by Boardera, Boardera hereby grants to you a limited, non-exclusive, non-transferable sublicense to use the images in an unaltered state solely in connection with your use of the Services. 

Subject to your compliance with these Terms and any Written Agreement, and your payment of any applicable fees, Boardera grants you a limited, non-exclusive, non-transferable, non-sublicensable license to access and make use of the Services. This license does not include any resale or commercial use of any Service; any collection and use of any product listings, descriptions, or prices; any derivative use of any Service or its contents; any downloading, copying, or other use of account information for the benefit of any third party; or any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms are reserved and retained by Boardera or its licensors, suppliers, publishers, rightsholders, or other design providers. No Service, nor any part of any Service, may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Boardera. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Boardera without express written consent. You may not use any meta tags or any other "hidden text" utilizing Boardera’s name or trademarks without the express written consent of Boardera. You may not misuse the Services. You may use the Services only as permitted by law. The licenses granted by Boardera terminate if you do not comply with Terms.

9. NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Services, you will not use the Services for any purpose that is unlawful or prohibited by these Terms and any notices. You may not use the Services in any manner that could damage, disable, overburden, or impair any Boardera server, or the network(s) connected to any Boardera server, or interfere with any other party’s use and enjoyment of any Services. You may not attempt to gain unauthorized access to any Services, other accounts, computer systems or networks connected to any Boardera server or to any of the Services, through hacking, password mining or any other means. You will not use or register the name Boardera or any other trade name or trade mark of Boardera without express, prior permission, and you will not obstruct the identification procedures used by Boardera in the Services.

You represent that the information and Designs uploaded via the Boardera network for the Services is for lawful purposes only and that such upload is not in violation of any applicable laws including, but not limited to, encouraging conduct that would constitute a criminal offense, infringe third party rights, give rise to civil liability. You may not use the Services to upload, post, reproduce or distribute, in any way, any information, software or other material protected by copyright or any other intellectual property right without first obtaining the permission of the copyright holder. 

You are fully responsible for your Designs and agree and acknowledge that you are the creator of all Designs, and that Boardera is not the creator of any Designs, or the creations derived from the Designs or any part thereof, and Boardera does not sell Designs of any kind. Boardera simply acts as a passive conduit, except as otherwise stated in this Agreement, for you to price and render Designs of your own choosing.

Boardera prohibits the use of the Services or web sites by any person or entity that, encourages, promotes, provides, sells or offers to sell Designs, or products derived from Designs or any part thereof, relating to illegal or fraudulent activities (or services related to the same). 

Boardera does not:

  • Represent or endorse the accuracy or reliability or any opinion, advice or statement made through the Services or made by a third party manufacturer.

  • Assume any liability for any uploaded Designs, products derived or manufactured from Designs or any part thereof, or Designs amended or altered through the Services by you, Boardera, any and all third parties or others under your account, which is distributed in violation of any third party’s copyright, industrial design, patent or other intellectual property right.

Boardera reserves the right at all times to disclose any information as Boardera deems necessary to satisfy any applicable law, regulation, legal process or governmental request. Boardera further reserves the right to take any other action with respect to the Services that Boardera deems necessary or appropriate, in its sole discretion, if Boardera believes you, your information, or your Designs may create liability for Boardera or others, compromise or disrupt the Services for you or other Boardera customers, or cause Boardera to lose (in whole or in part) the services of Boardera’s internet service providers or other suppliers.

You agree to indemnify and hold Boardera and its agents, business associates, independent contractors, third party manufacturers of Designs or parts thereof, licensors, and suppliers (collectively, “Suppliers”) harmless from any and all direct, indirect or consequential claims, losses, damages, judgments, expenses and costs (including, but not limited to, any attorney’s fees and expenses) arising out of your use of the Services, your violation of the Terms, and the uploading or creation of any Designs using the Services, or the infringement of any trademark, industrial design, patent, or copyright by you.

10. OWNERSHIP

All programs, services, processes, designs, software, technologies, trademarks, trade names, inventions and materials comprising the Services are wholly owned by Boardera and/or its licensors and service providers except where expressly stated otherwise.

By uploading Designs to the Boardera website you agree that only you, or those to whom you provide your username and password, will have access to your Designs and you therefore agree to allow us to store and maintain them accordingly.

Notwithstanding the foregoing, Boardera claims no intellectual property rights over the material you upload to the Boardera website. Your profile and any materials uploaded remain yours.

The trademarks, logos and service marks ("Marks") displayed on the Services are the property of Boardera. You are not permitted to use the Marks unless you have the prior written consent of Boardera.

11.  DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

EXCEPT FOR CLAIMS RELATED TO A PARTY’S INDEMNIFICATION OBLIGATIONS IN THE WRITTEN AGREEMENT BETWEEN THE PARTIES, THE SERVICES ARE PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, WRITTEN OR ORAL, ARISING BY STATUTE, OPERATION OF LAW, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE WITH RESPECT TO THE SERVICES OR ANY OTHER PRODUCT, DOCUMENTATION OR SERVICE PROVIDED HEREUNDER OR IN CONNECTION HEREWITH. BOARDERA FURTHER EXPRESSLY DISCLAIMS GUARANTEE OF CONTINUED AVAILABILITY OF THE SERVICES OR ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, SATISFACTORY QUALITY, DURABILITY OR FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. NO REPRESENTATION OR OTHER AFFIRMATION OF FACT INCLUDING, BUT NOT LIMITED TO, MARKETING LITERATURE OR COLLATERAL OR STATEMENTS REGARDING PERFORMANCE OF THE SERVICES BY BOARDERA WHICH IS NOT CONTAINED IN THIS SECTION SHALL BE CONSIDERED TO BE A WARRANTY OR REPRESENTATION, AND SHOULD NOT BE RELIED UPON AND IS NOT BINDING UPON BOARDERA.

NEITHER BOARDERA NOR ANY SUPPLIERS SHALL BE HELD RESPONSIBLE IN ANY WAY OR BY ANY MEANS, EITHER DIRECTLY OR INDIRECTLY, FOR ANY DESIGN ISSUES OR OTHER DIFFICULTIES OUTSIDE OF BOARDERA, ITS AFFILIATES, OR SUPPLIERS’ CONTROL WHICH COULD LEAD TO ANY DELAY, INTERRUPTION OR DAMAGE OF YOUR DESIGN OR THE PRODUCTS DERIVED THEREFROM OR ANY PART THEREOF. BOARDERA SHALL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY COMMUNICATION, INTERACTION, RELATIONSHIP, DECISIONS OR REPRESENTATIONS AS BETWEEN YOU AND ANY SUPPLIER. 

THE AGGREGATE LIABILITY OF YOU, BOARDERA, ITS AFFILIATES OR SUPPLIERS, WHETHER IN CONTRACT (INCLUDING FUNDAMENTAL BREACH OR FAILURE OF AN ESSENTIAL PURPOSE), TORT (INCLUDING NEGLIGENCE), MISREPRESENTATION OR OTHERWISE IN RESPECT OF A SINGLE OCCURRENCE OR A SERIES OF OCCURRENCES SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNTS PAID BY YOU TO BOARDERA IN THE SIX (6) MONTHS PRECEDING THE EVENT WHICH GAVE RISE TO THE CLAIM WITH RESPECT TO THE SERVICES GIVING RISE TO THE CLAIM. IN THE EVENT BOARDERA IS DETERMINED TO BE LIABLE TO YOU BY A COURT HAVING JURISDICTION FOR DAMAGES IN RESPECT OF A SINGLE OCCURRENCE OR SERIES OF OCCURRENCES WHICH RESULTED FROM ITS SUPPLIERS’ ACTIONS, WHETHER IN CONTRACT, TORT, MISREPRESENTATION OR OTHERWISE IN RESPECT OF THE SERVICES, BOARDERA’S LIABILITY SHALL IN NO CIRCUMSTANCES EXCEED THE AMOUNT IT IS ABLE TO RECOVER IN RESPECT OF THAT OCCURRENCE OR SERIES OF OCCURRENCES FROM SUCH SUPPLIERS. IN NO EVENT SHALL YOU, BOARDERA, ITS SUPPLIERS OR AFFILIATES OF ANY OF THEM BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR ANY PUNITIVE, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES OR FOR ANY FAILURE TO REALIZE EXPECTED SAVINGS, LOSS OF BUSINESS, LOSS OF REVENUES OR PROFITS, LOSS OF DATA OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS (INCLUDING, BUT NOT LIMITED TO, LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES, SERVICE INTERRUPTIONS, ACCURACY, DESIGN DEFECTS, DEFECTS OF OR DUE TO TOOLING, SPECIFICATIONS, PERFORMANCE OR FAILURE OF THE INTERNET OR BOARDERA’ INTERNET SERVICE PROVIDER, OR DELETION OR FAILURE TO SAVE DESIGNS), EVEN IF BOARDERA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR THEY ARE FORESEEABLE. 

IN THE EVENT APPLICABLE LAW DOES NOT PERMIT SUCH EXCLUSIONS TO BE COMPLETELY DISCLAIMED, THESE EXCLUSIONS SHALL BE INTERPRETED AS NECESSARY TO GIVE BOARDERA THE FULL BENEFIT OF ANY DISCLAIMER OR LIMITATION AS PERMITTED BY APPLICABLE LAW.

12. TERMINATION

If you have a signed Written Agreement with Boardera the termination provision found in the Written Agreement applies.

Boardera reserves the right to suspend or terminate Services if Boardera, in its sole discretion, believes that the Services are used for a purpose that is unlawful or prohibited by these Terms or any notices, provided that, except in the case of violations that could reasonably give rise to potential criminal actions against Boardera, or which could reasonably cause an interruption of the Services to all of Boardera’s customers, Boardera shall provide you with ten (10) days’ notice to cure any such violation.

Any termination of your account shall not relieve you from any amounts owing or any other liability accruing under this Agreement or any Written Agreement prior to the time that such termination becomes effective.

Upon termination, Boardera shall destroy all information (whether hard, electronic or otherwise) then in its possession or under its control in relation to your Designs. Boardera shall dispose of such information in a manner that ensures the information cannot be read or reconstructed after destruction.

 

13. JURISDICTION AND GOVERNING LAW

You agree that these Terms shall be governed by and construed in accordance with the laws of the Province of Ontario and the laws of Canada applicable therein, and you hereby consent and attorn to the jurisdiction of the Province of Ontario and agree that all disputes shall be tried in the city of Toronto, Ontario. You expressly waive any right, and agree not to have any dispute under the Terms tried or otherwise determined by a jury, except where required by law.

14. SURVIVAL

Any exclusion or limitation of a party’s liability specified in this Agreement shall survive the expiration or termination of this Agreement for any reason.

 

Last Updated: May 13, 2020