These license terms and conditions (“License Terms”) govern your (“you,” “your” or “End User”) use of Re:Build Manufacturing Solutions, LLC (“our,”“we,” “us,” or “Re:Build”) software application "Journeyman" that provides quoting assistance for machinable parts (the “Software”) available on our website https://journeymancnc.com (the “Website”). Re:Build and End User are referred to herein, each as a “party” and collectively the “Parties.”

BY ACCESSING OR USING THE SOFTWARE, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THESE LICENSE TERMS; (B) REPRESENT THAT YOU ARE 18 YEARS OF AGE OR OLDER; AND (C) ACCEPT THESE LICENSE TERMS AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE LICENSE TERMS, DO NOT ACCESS OR USE THE SOFTWARE AND DELETE YOUR USER ACCOUNT. We may modify these License Terms at any time and such modifications shall be effective immediately upon posting the modified version on our Website. Your continued use of the Software after we post modifications to these License Terms on our Website means that you agree to be bound by them, as modified. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Software.

Re:Build is the owner or the licensee of all intellectual property rights in and to the Software. Subject to these License Terms, we grant you a limited, non-exclusive, non-transferable, revocable, non-sub-licensable, worldwide license in and to the Software for lawful internal business purposes in compliance with all applicable laws, regulations, codes of conduct or otherwise, including without limitation data protection and privacy laws, laws relating to copyright of content and laws relating to unsolicited commercial electronic messages. We reserve the right to suspend, restrict, withdraw, access to, or availability of, part or all of Software we provide to you without notice if you violate this license.

Except for the rights expressly granted herein, all rights to the Software are reserved and no rights or licenses are granted to you in the Software. Re:Build retains sole ownership in all proprietary software, processes, and procedures developed by us for the quoting and analysis of your Content (as defined in Section 2). Re:Build retains ownership of the copyright in all text, illustrations or other materials provided by us to you in any documentation.

You retain sole ownership of and intellectual property rights to your Content.

You represent and warrant to us under these License Terms that (i) you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the Software, (ii) your use of the Software shall at all times be in compliance with all applicable laws and regulations, including, but not limited to, all intellectual property, data, privacy and export control laws, (iii) you shall only upload and disseminate content, parts, projects, 3D models, data or information (collectively, “Content”) that you own all required rights to under applicable law and are authorized to disseminate (and are not subject to any confidentiality obligations), and do so only consistent with applicable law and as permitted by any agreements to which you are bound, (iv) your Content does not infringe upon, misappropriate, or violate any third party’s rights, including intellectual property, privacy and publicity rights, (v) you will use commercially reasonable efforts to prevent unauthorized access to or use of the Software, (vi) you will monitor and control all activity conducted through your User Account (as defined hereafter), and (vii) you will promptly notify us if you become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving your User Account, including any loss, theft, or unauthorized disclosure or use of your User Account.

These License Terms apply to all users of the Software in any jurisdiction worldwide.

You may request the return or destruction of your Content at any time by written notice to Re:Build; provided, that, Re:Build may keep archival copies to comply with applicable law or document retention policies. You further acknowledge and agree that Re:Build may use your Content on an aggregated and anonymized basis to improve its Software, including without limitation, to improve our algorithms and provide the Software in a more efficient and expedient manner.

Re:Build is not responsible for its inability to provide the Software due to incorrect information, improperly formatted or corrupt Content, viruses on media provided, or incompatible backup media or software. You shall maintain an accurate backup copy of all Content provided to Re:Build. You acknowledge that uploading Content in connection with the Software is subject to the possibility of human and machine errors, omissions, and losses, including inadvertent loss of data, or damage to media that may give rise to loss or damage. You are responsible to adopt reasonable measures to limit the impact of such problems.

All notices, requests and other communications hereunder shall be in writing and delivered: (a) on the date personally delivered; (b) when sent by telecopy or other electronic transmission (if by email, to the email notice provided in this Section); (c) five (5) business days after deposit of certified mail-return receipt requested, postage prepaid; or (d) two days after delivered by a nationally recognized courier, postage prepaid, who guarantees next-day delivery in each case to the respective address specified above.

If to Re:Build:
• Address: 161 Worcester Rd Ste 606, Framingham, MA 01701
• Email: journeyman@rebuildmanufacturing.com

If to End User: Either posted to your User Account or to the email address or address associated with your User Account.

We strive to provide excellent customer service at all times. If you are not satisfied with the Software at any time, please contact us.

If you use the Software, you agree that Re:Build will be required to collect, use, and process your data for the purpose of providing the Software, subject to our privacy policy located at Privacy Policy | American Industry - Re:Build Manufacturing, which sets out the terms on which we process any personal data we collect from you or that you provide to us (our “Policies”). By using the Software, you consent to such processing and you represent and warrant that all data you provide to us is accurate and that you have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to provide such data. By using the Software, you agree to us collecting and using technical information about the devices you use the Software on, and the operating systems, related software, hardware and peripherals to improve our Software and to provide any other services.

It is your responsibility to check our Policies from time to time, as any and all changes made are binding on your access to and use of the Software we provide.

You represent and warrant to us that you will not:

• without prior written approval of Re:Build, which may be withheld for any reason, remove any of Re:Build’s markings on any documentation or data provided to you in connection with the Software;
• modify copies of any results from your use of the Software, whether digital or physical copies.
• rent, lease, sub-license, loan, provide, or otherwise make available, the Software in any form, in whole or in part, to any person without prior written consent from us;
• copy the Software, in whole or in part, except as part of the normal use of the Software or where it is necessary for the purpose of back-up or operational security;
• translate, merge, adapt, vary, alter or modify, the whole or any part of the Software nor permit the Software or any part of them to be combined with, or becomes incorporated in, any other programs or technology, except as necessary to use the Software in accordance with the License Terms;
• disassemble, decompile, reverse engineer or create derivative works based in whole or part of the Software, nor attempt to do any such things;
• except as expressly permitted under applicable law, transfer the Software (or any results thereof) to anyone else, whether for money, for anything else or for free. If you sell any device on which the Software is installed, you must remove the Software from it;
• use the Software for the purpose of competing with our business (including offering the same or similar services that we offer to any third party) without obtaining a prior written license to do so from us and/or our licensors;
• attempt to gain unauthorized access, interfere with, damage, or disrupt the Software (or any part thereof) or the server, equipment or network on which the Software is stored;
• attack the Software via a denial-of-service attack or a distributed denial-of-service attack, whether independently or in combination with the Software, to carry out any such attack on any other website;
• use phishing, screen scraping, data mining, robots, screen scraping, internet scamming, password robbery, spearing, or similar gathering, extraction tools, to collect any information from the Software, including without limitation any trademarks, logos, or other proprietary information (including images, text, page layout, or form), email addresses, screen names or other identifiers, by deceit or otherwise, without our express written consent;
• use the Software to distribute software or disseminate any information created using the Software in breach of these License Terms;
• allow anyone else, whether directly or indirectly, to access the Software through your internet connection;
• reproduce, duplicate, copy or re-sell any part of the Software in contravention of these License Terms;
• send or transmit, whether directly or indirectly, unsolicited or unauthorized advertising or promotional material (or any other form of similar solicitation);
• use the Software for mail bombing or flooding or to make deliberate attempts to overload any system;
• use the Software in any way that breaches, in each case, any applicable law, national law, or international law;
• use the Software in violation of export laws, controls, regulations or sanction policies of the United States or any other country worldwide, including, without limitation, ITAR and EAR (each of which is defined hereafter);
• use the Software in any way that is unlawful or fraudulent, or has any unlawful or fraudulent purpose or effect;
• use the Software for any illegal or illicit purpose, including to manufacture certain products, components, goods or tools designed or intended for use in firearms;
• send, upload, collect, transmit, store, use, post, publish, or otherwise communicate through the Software any data, information, pictures, videos, music or other materials or content that: (a) contains any computer viruses, worms, malicious code, or any software intended to damage or alter a computer system or data; (b) you do not have the lawful right to send, upload, collect, transmit, store, use, post, publish, or otherwise communicate; (c) is false, intentionally misleading, or impersonates any other person, including reviews that are not representative of your experience; (d) is libelous, slanderous, defamatory, bullying, harassing, abusive, threatening, vulgar, obscene, or offensive, or that contains pornography, nudity, or graphic or gratuitous violence, or that promotes violence, racism, discrimination, bigotry, hatred, or physical harm of any kind against any group or individual; (e) is harmful to minors in any way or targeted at minors; (f) infringes, violates or otherwise misappropriates the intellectual property or other rights of any third party (including any moral right, privacy right or right of publicity); or (g) encourages any conduct that may violate any applicable laws or would give rise to civil or criminal liability;
• share, transfer or otherwise provide access to your User Account to another person; or
• knowingly or recklessly introduce, transmit or permit the transmission of, send or upload to any data, application, or any material of any kind that contains viruses, ransomware, malware, trojan horses, worms, time-bombs, keystroke loggers, spyware, adware or any other harmful programs or similar computer code designed to adversely affect the operation of any computer software (including the Software) or hardware.

Users of this Software are permitted to upload data that is subject to the International Traffic in Arms Regulations (“ITAR”). Users must ensure, however, that any data uploaded does not include classified information or Controlled Unclassified Information (“CUI”).

• ITAR Compliance: Pursuant to Section 12, Users are responsible for ensuring that any ITAR-controlled data uploaded to the Software complies with all applicable ITAR regulations. Users must obtain any necessary licenses or authorizations required for the transfer of ITAR-controlled data.
• Prohibition on Classified Information: Under no circumstances may users upload classified information to the Software. Classified information includes any information that has been determined by the United States Government to require protection against unauthorized disclosure for reasons of national security.
• Prohibition on CUI: Users are strictly prohibited from uploading CUI to the Software. CUI includes information that requires safeguarding or dissemination controls pursuant to and consistent with applicable law, regulations, and government-wide policies, but is not classified under Executive Order 13526 or the Atomic Energy Act, as amended.
• User Responsibility: Users acknowledge and agree that they are solely responsible for ensuring compliance with all applicable laws and regulations regarding the upload of ITAR-controlled data. Re:Build disclaims any liability for user violations of ITAR, classified information, or CUI regulations.
• Breach of Terms: Any violation of this clause may result in the immediate suspension or termination of your access to the Software, in addition to any other remedies available under law or equity.

You must register an account to access and use the Software (“User Account”). You must provide accurate and complete registration information to set up a User Account and keep that information up to date at all times. You are responsible for all activities that occur under your User Account, and we will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with these License Terms.

To set up a User Account you will need a display name, email address, password. It is your responsibility to keep this information secret and confidential and not to disclose it to any other third party. You will be responsible for all uses of, and activity through, the Software available thereon, in respect of each, accessed using your log-in and password. You agree to provide all additional information we may reasonably request and answer truthfully and completely any questions we might ask you to verify your identity. You acknowledge and agree that you are only entitled to one account per person, unless otherwise agreed to by Re:Build in writing. Duplicate user profiles will be removed without further notice.

You expressly consent, upon acknowledging and accepting these License Terms during the account registration process (including any re-acceptance of our License Terms from time to time), that we may record your personal data (including IP address) in order to verify the date, time and iteration of the License Terms accepted and which shall be legally binding.

If you think that somebody else might know your user identification code, and/or password, then you must, as soon as possible, log in to your User Account and change these and notify us using the contact details set out in Section 3.

We reserve the right to disable any User Account, if, in our reasonable opinion, you fail to comply with any of these License Terms and/or if we consider that you are using the Software to access unauthorized content or infringe in any manner our rights, the rights of another person or if we consider that there may be a security risk.

If you use the Software on any device not owned by you, you must have the owner’s permission to do so. You will be responsible for complying with these License Terms, whether or not you own the device.

From time to time, we may automatically update the Software to improve performance, enhance functionality, reflect changes to the Software or address any security issues. Alternatively, we may ask you to update the Software for these reasons. If you choose not to install such updates or if you opt out of automatic updates, you may not be able to continue using the Software.

End User agrees that Re:Build shall exclusively own all right, title and interest in and to any feedback, suggestions, ideas, or other information you provide to Re:Build regarding the Software (“Feedback”), including any intellectual property rights associated therewith. End User waives any claim to ownership, compensation, or acknowledgment in connection with the Feedback, which Re:Build may use, reproduce, modify, or implement for any purpose at its sole discretion.

To the fullest extent permitted by applicable law, in no event will Re:Build, the other members of our group of companies and any third parties connected to us have any liability for any direct, indirect, special, or consequential, punitive, or exemplary loss or damage arising out of or in connection with these License Terms, including, without limitation, our failure to perform or defect or delay in performance of any of our obligations, your use of (or inability to use) the Software or reliance upon or accuracy of any content or materials accessed via the Software; such excluded liability shall include but will not be limited to:

• loss of income or revenue;
• loss or interruption of business;
• loss of profits or business;
• loss of anticipated savings;
• loss or corruption of data, corruption of data and/or remediation costs related to the loss or corruption of any data;
• loss of goodwill;
• any additional and/or wasted management or office time and/or administrative costs and expenses incurred by you arising from the availability of this website or any of the services we provide in connection with the Software; or
• any losses, claims, demands, actions, costs, expenses or liabilities claimed from by a third party as a consequence of our breach of these License Terms;

however so caused, whether in contract, tort (including without limitation negligence or if caused by a deliberate and or repudiatory breach), misrepresentation, restitution, otherwise, even if such losses are reasonably foreseeable.

The Software provided by us or on our behalf by any of our group companies, partners or third parties in connection with the Software are provided on an ‘as is’ and ‘as available’ basis and we make no representations or warranties of any kind, either express or implied by law. You expressly agree that your use of the Software is at your sole risk and we expressly disclaim any and all warranties, either express or implied by law (whether by statute, common law or otherwise), including without limitation warranties as to quality, suitability for any purpose, merchantability, compatibility, reliability, accuracy, completeness, availability, timeliness, access, use or non-infringement.  We accept no responsibility or liability and make no guarantee that the Software will be free from faults, errors and/or omissions. You are responsible for evaluating the quality, suitability, accuracy, completeness and reliability of the services or any information provided on any part of the Software.

We disclaim all liability and responsibility arising from any unavailability at any time for any reason any part of the Software or any reliance placed on any content or information provided by the Software, or by anyone who may be informed of the same.

We will not be liable for any loss or damage caused by a distributed denial-of-service attack, viruses or other technologically harmful material that may infect your computer equipment, computer programs, data or other proprietary material due to your use of the Software.

You will fully indemnify, defend and hold us and our affiliated companies, shareholders, members, officers, directors, managers, employees, agents, successors, assigns and suppliers harmless from and against any and all losses (including all direct, indirect and consequential losses), liabilities, costs (including legal costs), expenses, claims, proceedings, or demands, made by any third party, we suffer or incur, or will suffer or incur, due to or arising out of or in connection with (i) your use of the Software, (ii) your violation of these License Terms by you, including your breach of any representation, warranty or covenant made hereunder, (iii) your Content infringing, violating or misappropriating the intellectual property or other right of any other person or entity, or (iv) your gross negligence, willful misconduct, fraud or violation of applicable law.

The Parties will comply with all applicable export, restrictions and regulations of any U.S. agency or authority including but not limited to the Export Administration Regulations (“EAR”) administered by the U.S. Department of Commerce, International Traffic in Arms Regulations (“ITAR”) under the U.S. Department of State, and embargo controls administered by the U.S. Department of the Treasury’s Office of Foreign Asset Controls with respect to the Software and any Content provided thereunder, including, without limitation, any data provided by End User under these License Terms. NOTWITHSTANDING ANY OTHER PROVISION OF THESE LICENSE TERMS, YOU SHALL BE LIABLE FOR ALL DAMAGES, LOSSES, AND LIABILITIES INCURRED BY RE:BUILD AS A RESULT OF YOUR NON-COMPLIANCE WITH EAR OR ITAR OR YOUR FAILURE TO ACCURATELY IDENTIFY ITAR CONTENT.

Re:Build maintains the right to refuse processing any Content through the Software that is illegal or designed to harm human beings, or which Re:Build otherwise deems inappropriate in its sole discretion. As such, Re:Build prohibits the use of its Software to quote Content designed for use or integration into firearms or that require any federal, state or local licenses to manufacture.

In the event there are any fees charged for use of the Software, as communicated by us to you via an order form or some other written document, the following payment terms shall apply. You agree to pay all fees or charges to your User Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. Unless otherwise expressly agreed in advance by Re:Build, all invoices are due thirty (30) days after the date of invoice or will be paid by credit card at the time order placement. Re:Build reserves the right to require payment in advance for certain orders. All invoices are due in full, without any deductions or offsets. All invoices will be deemed final and binding unless you object to an invoice, in writing, within ten (10) days of receipt. All invoices not paid in full within such thirty (30) day period shall bear interest at the rate of 1.5% per month or the highest rate permitted under law. Re:Build reserves the right at any time to change its prices and billing methods, either immediately upon posting notice on the Website or by email delivery to you. All prices are calculated in US Dollars and payment to Re:Build must be in the form of US Dollars you will be liable for all other transaction duties and taxes (other than taxes based on Re:Build’s net income). If your order is exempt from sales tax, you must submit a valid sales tax exemption certificate.

You acknowledge that you will have access to or acquire certain information of a non-public, proprietary or confidential nature relating to Re:Build’s business, whether disclosed orally or disclosed or accessed in written, electronic, or other form or media, and whether or not marked, designated, or otherwise identified as “confidential”, including, without limitation, information regarding the Software and certain features of the Software released to you for your use, testing or Feedback (collectively, “Confidential Information”). You shall protect and maintain the Confidential Information during the term and at all times thereafter in the same manner and to at least the same degree of care that you use to protect your own Confidential Information, but in no event with less than a commercially reasonably degree of care, and will immediately report to Re:Build any potential or actual security breach, loss or unauthorized access to or disclosure of the Confidential Information. In addition, you shall not disclose any of Re:Build’s Confidential Information without obtaining Re:Build’s prior written consent. You acknowledge and agree that any breach or threatened breach of the provisions of this Section would cause irreparable injury and that a remedy at law would be inadequate. Therefore, in the event of a breach or a threatened breach by you of any provision of this Section, Re:Build is entitled to an injunction or other equitable relief in any court of competent jurisdiction restraining you from the commission of such breach without posting any bond or other security and without the necessity of showing actual damages, and to recover its attorneys’ fees, costs and expenses related to the breach or threatened breach. The foregoing remedies are cumulative, and the equitable relief described in this Section is in addition to, and not in lieu of, other relief to which that Re:Build may be entitled.

The term of these License Terms commences when you access the Software and will continue in effect until terminated by a Party as set forth in this Section 15. You may terminate these License Terms by deleting your User Account, uninstalling the Software (if applicable) and cease using the Software. We may terminate these License Terms (i) at any time without notice if we cease to support the Software, which we may do in our sole discretion, (ii) for any reason upon thirty (30) days’ notice to End User, and (iii) immediately upon your breach of these License Terms. Upon termination, (a) all rights granted to you under these License Terms will also terminate, and (b) you must cease all use of the Software. Termination will not limit any of Re:Build’s rights or remedies at law or in equity.

Re:Build will determine, in Re:Build’s discretion, whether there has been a breach of these License Terms through your use of the Software. When a breach of these License Terms has occurred, we may take such action as we deem appropriate. Failure to comply with these License Terms constitutes a material breach of License Terms upon which you are permitted to use the Software, and may result in our taking one, any, or all of the following actions:

• Immediate, temporary or permanent withdrawal of your right to use the Software (in each case, in part or in full);
• Immediate, temporary or permanent removal of any downloaded data, information or reports via your use of the Software;
• Issue of a written warning to you regarding any breach of these License Terms;
• Legal action as we consider appropriate, including legal proceedings against you for reimbursement of all costs on a full indemnity basis (including, but not limited to, reasonable administrative and legal costs) resulting from your breach of these License Terms;
• Any further legal action against you; and
• Disclosure of such information to law enforcement authorities as we reasonably feel is necessary or is required by any applicable law.

If we withdraw your access or use of the Software, you must, at our absolute discretion, return or destroy any copies of the Software (if applicable) and/or the results provided under the Software.

We may transfer our rights and obligations under these License Terms to any third party without your consent. You may not directly or indirectly assign, transfer, or delegate any of or all of your rights or obligations under these License Terms, voluntarily or involuntarily, including by change of control, merger (whether or not End User is the surviving entity), operation of law, or any other manner, without the prior written consent of Re:Build. Any purported assignment in violation of this Section shall be null and void. These License Terms are binding upon and inures to the benefit of the Parties and their respective successors and permitted assigns. Except for the Parties, their successors and permitted assigns, there are no third-party beneficiaries under these License Terms. Each provision of these License Terms operates separately. If any court or relevant authority decides that any of its terms are unlawful, the remaining provisions will remain in full force and effect. Even if we delay in enforcing these License Terms, we can still enforce them later. If we do not insist immediately that you do anything you are required to do under these License Terms, or if we delay in taking steps against you in respect of your breaching these License Terms, that will not mean that you do not have to do those things and it will not prevent us taking steps against you at a later date. These License Terms serve as our entire agreement with you on the subject matter hereof and merges and supersedes all related prior and contemporaneous agreements with respect to the subject matter hereof. Unless the context otherwise requires: (i) words in the singular shall include the plural and in the plural shall include the singular; (ii) any words following the terms “including”, “include”, “in particular”, “for example” or any similar expression shall be construed as illustrative and shall not limit the sense of the words, description, definition, phrase or term preceding those terms; and (iii) all headings are for ease of reference only and will not affect the construction or interpretation of these License Terms. These License Terms or their subject matter or formation (and any non-contractual obligations arising out or in connection with them) are governed by the laws of the State of Delaware without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to these License Terms shall be instituted exclusively in the federal courts of the United States or the courts of the State of Delaware. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.