Twindom Cloud Terms (Platform Subscription Agreement)

Last Updated: February 24, 2017

This Twindom Platform Agreement (the “Agreement”) sets forth the terms and conditions pursuant to which Machinables, Inc. (“Twindom”) will provide you or the entity and its 100% wholly owned affiliates that you represent (“You”) with the right to access and use the Twindom Platform. The “Twindom Platform” means Twindom’s proprietary applications (and other technologies available therein) hosted by Twindom, with which each Twinstant 3D Capture System (“3D Scanner”) must communicate, via the Twindom 3D Scanning Interface, for the imagery generated by the 3D Scanner and related technology to be processed to produce 3D Models. The Twindom Portal, along with the 3D Scanner, the App, 3D Model Viewer and any other Twindom technologies made available by Twindom for use therewith, are collectively referred to in this Agreement as the “Twindom Full-Body Scanning System.”

To access and use the Twindom Portal, You must click “I Agree” where indicated in the Twindom Portal user registration and/or login process. BY CLICKING “I AGREE” PRIOR TO YOUR USE OF THE Twindom PORTAL, OR BY OTHERWISE ACCESSING OR USING THE Twindom PORTAL, YOU SIGNIFY YOUR AGREEMENT TO ALL TERMS, CONDITIONS, AND NOTICES CONTAINED OR REFERENCED IN THIS AGREEMENT.  IF YOU DO NOT AGREE TO SUCH TERMS, CONDITIONS AND/OR NOTICES, YOU MAY NOT ACCESS OR USE THE Twindom PORTAL.

Twindom reserves the right to revise any portion of this Agreement in its sole discretion at any time and without prior notice to You by updating this posting, such changes to be effective prospectively. Thus, You should visit this page periodically for changes. If You disagree with any changes to this Agreement, Your sole remedy is to discontinue Your use of the Service. Your continued use of the Service after a change has been posted constitutes Your acceptance of the change thereafter.

1. Subscription to Twindom Platform. Subject to the terms and conditions of this Agreement, Twindom grants You (and up to the number of Authorized Users allowed under Your then-current subscription plan) a non-exclusive, non-transferable, non-assignable, non-sublicenseable, revocable right, during the Subscription Period (defined below), solely in connection with Your use of the 3D Scanner and the Twinstant 3D Scanning Interface, to:  (a) use the 3D imagery processing functionality on the Twindom Platform to generate 3D Models; and (b) use the 3D imagery hosting functionality on the Twindom Platform to have 3D Models hosted on the Twindom Platform. Your subscription to the Twindom Platform will be on a monthly basis, commencing on the date of Twindom’s receipt of Your payment of the associated subscription fee (or, if Twindom, in its discretion, provides You with a trial subscription, on the date Twindom authorizes such trial access) and expiring one month or one year thereafter (as the case may be), and automatically renewing until this Agreement is terminated as set forth below (each such subscription period and any renewal thereof, the “Subscription Period”). The foregoing does not include a license to source code of any kind. In addition to the restrictions set forth in this Agreement, You are only authorized to use the Twindom Platform in accordance with any instructions made available by Twindom regarding the Twindom Full-Body Scanning System (collectively, the “Documentation”).

“3D Model Viewer” means an application, using WebGL or other technologies as specified by Twindom now or in the future, that displays a Standard 3D Model to enable a user to navigate through via a Web browser or mobile application (to the extent that Twindom makes a mobile application available in its discretion).  “Standard 3D Model” means a digital 3D model produced by or from any Twindom 3D Scanner. “Derived Works” means any digital work generated through functionalities on the Twindom Platform from the raw imagery captured by the 3D Scanner including but not limited to the Standard 3D Model.  “Authorized Users” means Your employees, corporate affiliates, and subcontractors (during any period in which the subcontractor is providing services to You).  You will cause each Authorized User to comply with all applicable terms and conditions of this Agreement, and any breach of this Agreement caused by any Authorized User will be deemed a breach by You.

2. Subscription Fees. Except as provided below, Your right to access and use the Twindom Platform for each Subscription Period is subject to Twindom’s receipt of the then-applicable subscription fee for such Subscription Period. For monthly subscriptions, Twindom will charge You the subscription fee on each following one-month anniversary of your subscription date until termination of the subscription. Twindom may suspend or terminate Your access to the Twindom Platform if any such payment is overdue, and Twindom may impose a late fee equal to 1.5% per month or the maximum rate allowed by law, whichever is lower, on any overdue amounts.

Twindom reserves the right to modify the subscription fees at any time. You are responsible for the payment of all applicable taxes and duties, if any, associated with Your subscription to the Twindom Portal, excluding taxes based on Twindom’s income. Twindom reserves the right, in its sole discretion, to offer unpaid trial subscriptions to the Twindom Portal in certain cases. In the event Twindom provides You with a trial subscription, the terms of this Section 2 regarding subscription fees do not apply to such subscription.

3. Restrictions. You shall not: (a) sell, lease, license, rent, resell or otherwise transfer Your access to the Twindom Portal, in whole or in part, to any third party that is not an Authorized User; (b) reverse engineer, decompile, or disassemble the Twindom Portal (or any component thereof); (c) modify or create any derivative work based on the Twindom Portal (or any component thereof) or any of the Documentation; (d) copy the Twindom Portal (or any component thereof); (e) remove any proprietary notice or label from any of the Documentation; or (f) take any action or omit to act in any way that would interfere with or disrupt the integrity or performance of the Twindom Platform, or adversely affect Twindom’s right, title or interest in or to the Twindom Portal. You also shall not use any deep-link, page-scrape, spider, robot, crawl, index, or other automatic device, program, algorithm or technology to use, access, copy, acquire information from, generate impressions on, input information to, store information on, search on, generate searches on or monitor any portion of the Twindom Platform.

4. User Conduct. You shall not cause to be uploaded to the Twindom Portal (through Your 3D Scanner) any of the following: (a) any content subject to copyright that is not Your original work, unless You have permission from the rightful owner; (b) any confidential or private information of any third party without the express consent of such third party; (c) any content that is harmful, threatening, unlawful, defamatory, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, hateful, or otherwise objectionable; or (d) any content that infringes or misappropriates any third-party intellectual property right, or is invasive of any privacy or publicity right. You also agree not to use the Twindom Portal for any illegal or improper purpose, and not to conduct any activities that could damage, disable, overburden or impair the Twindom Platform.

5. Account. You shall provide Twindom with complete and accurate information for Your Twindom Platform account, including Your billing and payment information, and keep such information up to date with Twindom. You are responsible for maintaining the security and confidentiality of Your login information, including the password, associated with Your Twindom Portal account, and for all activities that occur under Your account. If You become aware of any unauthorized or illegal use of any such login information, You shall immediately notify Twindom.

6. Technical Support. Twindom will use commercially reasonable efforts to keep the Twindom Platform operational, exclusive of downtime necessary for scheduled and emergency maintenance.  Twindom shall provide reasonable technical support to Customer, through email during the hours of 9 a.m. to 5 p.m. Pacific Time, Monday through Friday (excluding national holidays), for all issues relating to the operation and use of the Twindom Platform. Except as otherwise expressly provided in this Agreement, Buyer is solely responsible for all development, operation, maintenance, content, and end user support relating to Buyer’s website.

7. Imagery.

7.1 Ownership.

7.1.1  Raw 3D Scanner Imagery.  As between the parties to this Agreement, to the extent that You have obtained all necessary consents and authorizations from third parties, You will own the copyrights in all imagery that You capture and generate on the 3D scanner and App and upload to the Twindom Portal (“Raw 3D Scanner Imagery”).  Twindom will only have the rights to use the Raw 3D Scanner Imagery as set forth in Section 7.3.  Notwithstanding, the foregoing, Twindom will own all digital copies of Raw 3D Scanner Imagery, and You shall only use the Raw 3D Scanner Imagery to upload it to Twindom via the App.  Without limiting the generality of the foregoing, You may not access the Raw 3D Scanner Imagery on, or extract the Raw 3D Scanner Imagery from, the 3D scanner or the App in any manner.  Twindom has no obligation to provide any Raw 3D Scanner Imagery to You either during or after the Subscription Period.

7.1.2  Derived Works.  Twindom will own the copyrights in all works derived from the Raw 3D Scanner Imagery.  You shall only access, use and download the Derived Works as expressly permitted under this Agreement.  Without limiting the generality of the foregoing, except as expressly otherwise permitted under this Agreement, You may not: (a) host any digital copy of Derived Works or take other measures to make Derived Works available to users directly from Your servers or any third-party servers provided on Your behalf; or (b) download any digital copy of the Derived Works to a local computer and redistribute such digital copy (or any modified version of such digital copy or other derivative work) for any purpose.  You acknowledge that, except as set forth in Section 7.7 and 7.8 below, You will not have the right to access any of the Derived Works generated on the Twindom Portal following the expiration or termination of the Subscription Period.

7.2 Viewing and Managing 3D Models. Subject to any conditions and restrictions set forth in this Agreement, You may allow, and are encouraged to allow, third parties to view any of Your 3D Models:  (a) directly on the Twindom Portal; (b) in the form of a screen shot or (c) in an .OBJ file exported in accordance with Section 7.7; or (d) through a link to the Twindom Portal provided by Twindom; provided that Twindom may, but is not obligated to, provide support to any such third parties.

7.3 License to Twindom. You hereby grant to Twindom a non-exclusive, royalty-free, worldwide license to host, reproduce, modify and create derivative works from the Raw 3D Scanner Imagery.

7.4 No Conflicting Interests. You represent and warrant that You have all rights, consents and/or permissions necessary to grant Twindom the license set forth in Section 7.3, including under any and all copyright and other intellectual property rights, as well as any moral rights, rights of privacy, rights of publicity and similar rights of any type in or to all Raw 3D Scanner Imagery and Derived Imagery. YOU SHALL NOT CAUSE TO BE UPLOADED ON THE Twindom PORTAL ANY CONTENT FOR WHICH YOU DO NOT HAVE ALL SUCH NECESSARY OWNERSHIP RIGHTS AND/OR LICENSES, CONSENTS OR PERMISSIONS.

7.5 Responsibility. As between the parties to this Agreement, You are responsible for all of all Raw 3D Scanner Imagery including for the accuracy, legality and integrity of such content; provided, however, that Twindom shall have the right (but not the obligation) in its sole discretion to remove from the Twindom Portal any such content that violates this Agreement or any of Twindom’s policies and procedures, or is otherwise objectionable.

7.6 Storage; Security; Transmission. You acknowledge that certain servers and databases are maintained by or on behalf of Twindom to store Raw 3D Scanner Imagery, 3D Model Imagery, Derived Imagery and other data processed by the Twindom Portal, and that Twindom may keep such information indefinitely or delete it following expiration of the time period set forth in Section 7.7 below, in Twindom’s discretion. Twindom employs reasonable technological and operational security procedures intended to protect such data from loss, misuse, alteration, or destruction. However, You acknowledge that no security measure can guarantee against compromise, and Twindom does not guarantee that the servers and databases underlying the Twindom Portal will not experience any such compromise. You acknowledge that Twindom has no responsibility or liability for the deletion of or failure to store any of the Raw 3D Scanner Imagery, 3D Model Imagery or Derived Imagery. You also acknowledge that the Raw 3D Scanner Imagery, 3D Model Imagery and Derived Imagery are transmitted by Twindom to and from You and authorized third parties via the Internet and other technologies, and that such transmissions cannot be made to be 100% secure or free from risk of compromise.

7.7 Export of OBJs. During the term of this Agreement, You will have the ability to download a standard .obj export file  of any of Your Standard 3D Models then in existence on the Twindom Portal, provided You first pay Twindom’s then-current standard download fee for each .obj file in such export. Such fee is posted on the Twindom website, provided that Twindom reserves the right to change such fee at any time by posting a revised fee on the Twindom website.  Following payment of such fee for a particular .obj file, You will have the right to download such .obj file as many times as You wish during the term of this Agreement.  You acknowledge that Twindom is not obligated to provide You with any support in connection with such export file or Derived Imagery or Standard 3D Models following expiration or termination of this Agreement.  You further acknowledges that, other than the access provided to 3D Model Viewer via the Twindom Portal during the Subscription Period, and except as provided in Section 7.2, Twindom has no obligation to provide You with an export file or any other download of the Derived Works at any time during or after the Subscription Period.

7.8 Export of GIFs. During the term of this Agreement, You will have the ability to download a standard .gif export file  of any of Your Standard 3D Models then in existence on the Twindom Portal, provided You first pay Twindom’s then-current standard download fee for each .gif file in such export. Such fee is posted on the Twindom website, provided that Twindom reserves the right to change such fee at any time by posting a revised fee on the Twindom website.  Following payment of such fee for a particular .gif file, You will have the right to download such .gif file as many times as You wish during the term of this Agreement.  You acknowledge that Twindom is not obligated to provide You with any support in connection with such export file or Derived Imagery or Standard 3D Models following expiration or termination of this Agreement.  You further acknowledges that, other than the access provided to 3D Model Viewer via the Twindom Portal during the Subscription Period, and except as provided in Section 7.2, Twindom has no obligation to provide You with an export file or any other download of the Derived Works at any time during or after the Subscription Period.

8. Usage Data and Derived Data. You acknowledge that Twindom will collect through the Twindom Full-Body Scanning System, and process and store on servers operated by Twindom or on Twindom’s behalf, data regarding Your usage of the Twindom Full-Body Scanning System and data derived from the Raw 3D Scanner Imagery, or Derived Works. You acknowledge that Twindom may aggregate some of this data with similar information collected from other Twindom 3D Vision System users, and may share that information with third parties (in aggregated and/or non-aggregated forms); provided, however, that any such shared information will not identify You individually and will not include or disclose any of Your Raw 3D Scanner Imagery.

9. Privacy. Twindom may use certain information collected through the Twindom Portal as set forth in our Privacy Policy, which is incorporated by reference to this Agreement.  As further provided in our Privacy Policy, Twindom and its service providers may collect and use personal information and technical data and related information—including but not limited to technical information about Your device, system and application software, and peripherals—to facilitate the provision of the Twindom Portal and related services to You. Through Your use of the Twindom Portal, You consent to the collection and use (as set forth in the Privacy Policy) of information Twindom and its service providers collect from You, including the transfer of this information within and between the United States and/or other countries for storage, processing, and use by Twindom, its affiliates and service providers, and third parties with which it has strategic relationships.  By providing Your mobile phone number, You expressly consent to receive direct dial calls, autodialed and prerecorded message calls, and text messages from Twindom relating to our product and services at that number.

10. Intellectual Property Rights.

10.1 Reservation of Rights. All rights not expressly granted herein are reserved by Twindom, including, but not limited to, the unrestricted right to grant access to the Twindom Portal to any third party in any form anywhere. Nothing in this Agreement is intended by the parties to constitute a sale of the software underlying the Twindom Portal or the Documentation, or any derivations thereof. Twindom reserves the right to modify the Twindom Full-Body Scanning System at any time in Twindom’s discretion.

10.2 Title. The Twindom Portal (including the underlying software) and the Documentation are the valuable proprietary information and property of Twindom and its licensors. Title, ownership rights and intellectual property rights, including but not limited to, copyright and patent rights, in the Twindom Portal and the Documentation, and all derivatives thereof, shall remain with Twindom and its licensors. You acknowledge the ownership and intellectual property rights of Twindom and will not take any action to jeopardize, limit or interfere in any manner with such ownership or other rights.

10.3 Marks. The trademarks, logos and service marks (each, a “Mark”) displayed on the Twindom Portal or on Twindom’s other offerings are the property of Twindom or third parties. You shall not use or allow the use of any Mark without the prior written consent of Twindom or applicable third-party owner of the Mark. You shall not take steps to cover or otherwise obscure from view any Mark that is part of any 3D Model, the Twindom Portal, or other Twindom technology used to generate or provide any 3D Model. In the event You display any trademark, logo, service mark, tradename or other branding on any page on which You display any 3D Model or in any other place where You promote the use of 3D Model or Twindom technology, You shall not do so in a manner that implies, or reasonably could imply, that any portion of the Twindom Portal or other Twindom technology used to generate or provide any 3D Model is owned by You or any third party. Furthermore, prior to displaying any trademark, logo, service mark or tradename to directly brand or label Your display of any 3D Model, You shall obtain the prior written consent of Twindom and enter into a trademark license agreement with Twindom obligating You to display such trademark, logo, service mark or tradename in conjunction with the “Powered by Twindom” logo.

10.4 Feedback. Although You will remain the owner of any feedback, ideas or other suggestions that You communicate to Twindom regarding the Twindom Full-Body Scanning System, You hereby grant Twindom a non-exclusive, royalty-free, fully paid up, perpetual, irrevocable, transferable, sublicensable, unlimited, worldwide right to use and otherwise commercially exploit any such feedback, ideas or other suggestions so provided to Twindom.

11. No Warranty. THE Twindom PORTAL IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, WHETHER WRITTEN OR ORAL, EXPRESS OR IMPLIED. Twindom DISCLAIMS, ON BEHALF OF ITSELF AND ITS AFFILIATES AND LICENSORS, ALL IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ALL WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. Twindom DOES NOT REPRESENT OR WARRANT THAT THE Twindom PORTAL WILL MEET YOUR NEEDS OR REQUIREMENTS, THAT ANY CONTENT GENERATED BY THE Twindom PORTAL WILL BE ACCURATE OR RELIABLE, THAT USE OF THE Twindom PORTAL WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR, OR THAT ANY DEFECTS IN THE Twindom PORTAL WILL BE CORRECTED.

12. Limitations of Liability. IN NO EVENT WILL Twindom OR ITS AFFILIATES OR LICENSORS BE LIABLE TO YOU FOR ANY LOST PROFITS, LOST DATA, LOSS OF BUSINESS, GOODWILL OR REPUTATION, OR FOR ANY OTHER CONSEQUENTIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR SPECIAL DAMAGES OF ANY KIND, EVEN IF Twindom HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL THE TOTAL CUMULATIVE LIABILITY OF Twindom AND ITS AFFILIATES AND LICENSORS UNDER THIS AGREEMENT FROM ALL CAUSES OF ACTION OF ANY KIND, INCLUDING TORT, CONTRACT, NEGLIGENCE AND STRICT LIABILITY, EXCEED THE LESSER OF THE TOTAL AMOUNTS PAID TO Twindom BY YOU UNDER THIS AGREEMENT DURING THE SIX (6) MONTHS PRECEDING YOUR CLAIM(S), OR $500. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. You acknowledge and agree that the foregoing limitations of liability are essential elements of the bargain and that in the absence of such limitations, the financial and other terms of this Agreement would be substantially different. Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so these limitations may not apply to You.

13. Indemnification. You acknowledge that by providing You access to the Twindom Portal, Twindom does not assume any responsibility or liability for any risks associated with Your business. Accordingly, You shall defend, indemnify and hold harmless Twindom, its affiliates, and their respective officers, directors, employees and representatives from and against all claims by any third party arising out of or relating in any way to the conduct of Your business or the use of or inability to use the Twindom Full-Body Scanning System, and all associated losses, costs, damages, and settlements, including reasonable legal fees and expenses. In the event of a claim in respect of which Twindom seeks indemnification from You under this Section 13, Twindom will promptly notify You in writing of the claim, cooperate with You in defending or settling the claim at Your expense, and allow You to control the defense and settlement of the claim, including the selection of attorneys; provided, however, that You shall not settle any claim unless such settlement completely and forever releases the indemnified Twindom party from all liability with respect to such claim or unless the indemnified Twindom party consents to such settlement in writing.

14. Term and Termination.

14.1 Term. The term of this Agreement will commence upon Your acceptance of this Agreement as set forth in the preamble above and, unless earlier terminated as set forth herein, will continue for the applicable initial the Subscription Period. Thereafter, each monthly Subscription Period will automatically renew for additional successive monthly Subscription Periods until this Agreement is otherwise earlier terminated as set forth herein.

14.2 Termination by You. You may terminate this Agreement (cancelling Your access to the Twindom Portal) at any time upon 30 days prior written notice to Twindom.

14.3 Termination by Twindom. Twindom may terminate this Agreement (and cancel Your access to the Twindom Portal or any component thereof) at any time if You have failed to pay any subscription fee when due. Twindom may also terminate this Agreement (and cancel Your access to the Twindom Portal or any component thereof) prior to the end of any Subscription Period if You have committed any other material breach of this Agreement and failed to cure such material breach within 10 days after receiving written notice of the breach from Twindom.

14.4 Effect of Expiration or Termination. Upon any expiration or termination of this Agreement, Your access to the Twindom Portal will be deactivated unless You enter into a new subscription on Twindom’s then available terms, and Twindom may elect in its discretion not to offer You a renewal subscription to the Twindom Portal processing service for a new Subscription Period. In the event of any termination of this Agreement as set forth above, Your subscription fee (or any portion thereof) for the Subscription Period then in effect will not be refunded.  In the event that Twindom terminates this Agreement pursuant to Section 14.3, notwithstanding anything in Section 7.7 to the contrary, Twindom will have no further obligation to deliver to You, or make available to You for download, any portion of Your photosets or any Derived Works.

14.5 Survival. Upon the expiration or termination of this Agreement, the rights and obligations of the parties will cease, except for the rights and obligations in all provisions of this Agreement which by their nature contemplate performance after the expiration or earlier termination hereof, including without limitation under Sections 3, 7, 8, 9, 10, 11, 12, 13, 14.4, 14.5, 15, 16, 17, and 18.

15. Compliance with Law. You represent and warrant that (a) 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 (b) You are not listed on any U.S. Government list of prohibited or restricted parties. You may not export, re-export, import, or transfer the Your right to access the Twindom Portal in violation of any applicable export laws or regulations, and You may not assist or facilitate others in doing any of the foregoing. You acknowledge that it is Your responsibility to comply with any and all applicable export and import laws.

16. Governing Law; Venue. This Agreement shall be interpreted in accordance with the laws of the state of California without reference to its conflict of law provisions. Any litigation, suit or other proceeding regarding the rights or obligations of the parties hereunder shall be conducted exclusively before the state and federal courts in and for San Francisco County, California, and the parties specifically consent to San Francisco, California, as the exclusive venue for any such proceeding. This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods, the application of which is expressly excluded.

17. Notices. Any notice required or permitted to be given by Twindom under this Agreement shall be in writing and shall be delivered to the email address You provided in Your Twindom Portal account, by means of a service notice within Your account, or via registered mail return receipt requested or an internationally recognized courier addressed to the address specified in Your Twindom Portal account.  Any notice required or permitted to be given by You under this Agreement must be sent to Twindom via registered mail return receipt requested or an internationally recognized courier to 1101 Cowper St., Berkeley, CA 94704. Any such notice will be deemed to have been given when sent.

18. Miscellaneous. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed to the extent necessary to make it enforceable so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect. No amendment of any provision of these Terms shall be effective unless made in accordance with Section 1 of these Terms or set forth in a writing signed by a representative of Twindom and You, and then only to the extent specifically set forth therein. A waiver of any default is not a waiver of any subsequent default. You may not assign or otherwise transfer any of Your rights hereunder without Twindom’s prior written consent, and any such attempt is void. This Agreement is binding upon and is for the benefit of the respective successors and assigns of the parties hereto. The parties acknowledge and agree that a material breach of this Agreement adversely affecting Twindom’s proprietary rights would cause irreparable harm to Twindom for which a remedy at law would be inadequate and that Twindom shall be entitled to injunctive relief in addition to any remedies it may have hereunder or at law. This Agreement and any policies incorporated herein by reference constitute the complete agreement between Twindom and You concerning the Twindom Platform Agreement, and supersede any and all prior agreements and representations between Twindom and You related to the same subject matter.  Notwithstanding the foregoing, this Agreement does not govern any purchase of 3D Scanners, which is governed by the Twindom Twinstant 3D Scanner Terms of Sale.

19. Payment and Taxes.

19.1. Cancellation Rights and Procedures. You may cancel or modify a pending Order only by clicking the “Cancel Order” button within the Twindom Manager only while that Order is in “pending” state. Thereafter, You may not cancel or change any Order without Twindom’s prior written consent. Upon cancellation of an Order or any Product within an Order, Twindom reserves the right to provide a full refund for any item(s) canceled directly to all parties involved in the transaction (Your customer and You).

19.2. Payments and Credit. Customer shall pay for the Products at the time that the Order is placed, or when that Order is “released” for production, and is not entitled to and shall not suspend payments, set off or otherwise deduct from any amounts invoiced by Twindom. No rights to purchase Products on credit are conferred herein, and any extension, modification or withdrawal of credit and credit terms are reserved solely to Twindom in its discretion. Except as otherwise agreed in the Purchase order, all payments are due in U.S. dollars.

19.3. Remedies. In the event You are in default in the payment of any sum invoiced by Twindom, then, without prejudice to Twindom’s other rights and remedies: (a) all outstanding sums shall immediately become due and payable to Twindom, notwithstanding any credit terms previously granted by Twindom to You; (b) Twindom may delay or suspend delivery of Products, Software and/or Services hereunder, or cancel any existing, pending or new orders and/or agreements with You; (c) Twindom may retain any amount already paid to it by You; and (d) Twindom may recover its reasonable attorney’s fees and other expenses incurred in enforcing its rights and remedies hereunder. Any amounts not paid by You when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the highest legal rate of interest (whichever is lower).

19.4. Taxes. All prices are exclusive of, and You shall pay, all applicable sales, use and other taxes or duties imposed, or otherwise due, on the sale, purchase or license of the Products, Software and/or Services.