Terms of use | Robotmaster

Effective Date: May 13, 2024

These Terms govern Your access, purchase and use of Hypertherm’s Offerings (as defined below), and constitute a binding contract between You and Hypertherm, Inc. (“Hypertherm”).

By accessing or using an Offering, or by clicking the “I Agree” button (or other button or mechanism designed to acknowledge agreement), You (A) indicate that You have read these General Terms, understand them, and agree to be legally bound by them on behalf of the entity for which You work or on whose behalf You are acting (for example, as an employee) (“Company”) or, if there is no Company, on behalf of Yourself as an individual; and (B) You represent and warrant that You have the right, power and authority to act on behalf of and bind Your Company (if any) and Yourself.

If You or Your Company (collectively, “You”) do not agree to all of these General Terms or You do not have the right, power, and authority to legally bind Your Company (if any) and Yourself, then (A) DO NOT access or use this Web-site or any other Offering and (B) DO NOT click “I Agree” (or other button or mechanism designed to acknowledge agreement).

You acknowledge and accept the Privacy Notice and consent to the collection and use of Your data in accordance with the Privacy Notice.

Capitalized terms used in these General Terms and in the Additional Terms are defined in Exhibit A of these General Terms.

1. Additional Terms.

In addition to these General Terms, You hereby agree to comply with and be bound by the following Additional Terms, which govern Your purchase, installation and use of specific Offerings (collectively, the “Agreement”):
1. Order Form. The Order Form sets forth specific terms and conditions regarding price, payment, license term, License Identifications and type, and other material terms of Your access and use of certain Offering(s).
  1. Offerings Procured Via the Web-site. The Order Form for Offerings purchased or downloaded via the Web-site is the on-line receipt offered electronically at the time of purchase.
  2. Offerings Procured Via Resellers. The Order Form for Offerings obtained from authorized Hypertherm Resellers is the invoice or purchase agreement.
2. EULA. The End User License Agreement (“EULA”) governs the download, install and use of certain Software, Documentation and other Offerings by You and Your authorized users. The EULA applies to the following Offerings: Robotmaster^®
3. Third Party Licenses. Certain Offerings may include products, data, information or intellectual property of Hypertherm’s third party suppliers and licensors. The access and use of such third party material or functionality may be governed by additional terms and conditions that will be made available at the time You purchase or subscribe to the applicable Offering, or receive an Upgrade.
4. Additional Terms for New Functionality or Upgrades. New functionality or Upgrades may require Your agreement to specific terms and conditions for access and use.
Incorporation of Additional Terms. All Additional Terms, as they may be amended from time to time by Hypertherm, are hereby incorporated into these General Terms by reference.
Conflicting provisions. If there is any conflict between these General Terms and any Additional Terms the conflict will be resolved in the following order of precedence: the applicable Additional Terms, these General Terms, and the Order Form.

2. Offerings.

Offerings Are For Your Authorized Use Only. Offerings are provided solely for Your Authorized Use. You agree to be responsible for compliance with these General Terms by Your Authorized Users and any other persons who may have access to the Offering through You. All references to Your access and/or use of the Offering in these General Terms include access and/or use of the Offering by Your Authorized Users.
Hypertherm may change, limit, or discontinue any Offering or part of an Offering. Hypertherm reserves the right to change or discontinue any Offering for any or no reason. This includes the right to (i) modify or discontinue benefits, features and functionality, or Support or availability with respect to an Offering, whether generally or in any geographic area or language and (ii) add or modify Keys, authorizations or other means of controlling access to or use of the Offerings. Hypertherm will make the Offering available to You and Your Authorized Users consistent with the manner in which Hypertherm makes the Offering generally available to similarly situated users of the Offering. Hypertherm bears no responsibility or liability to You for such change or discontinuation, except that Hypertherm will refund fees that You have pre-paid on a pro-rata basis equal to the amount attributable to rest of the applicable Term, if any, as of the date of discontinuance. Hypertherm is not required to deliver notice of changes to, or discontinuation of, any Offering. You agree that it is Your responsibility to ensure, at Your own cost, that Your access to and use of the Offering is compatible with Hypertherm’s then-current requirements.
Hypertherm may monitor and enforce the Terms. Hypertherm may monitor Your Use of the Offerings to verify compliance with these General Terms and Additional Terms. You will provide Hypertherm with any information or materials that Hypertherm reasonably requests to verify Your compliance with these General Terms. Specific requirements and obligations may be set forth in the applicable Additional Terms.
Offerings may be provided by Hypertherm’s Subsidiaries and Affiliates. You acknowledge and agree that Offerings and Support, or some portion thereof, may be provided by Hypertherm subsidiaries, affiliates, and subcontractors. Hypertherm will be responsible for the performance of such subsidiaries, affiliates and subcontractors.

3. Support.

Subscriptions. Hypertherm will provide Support as set forth in the applicable Subscription terms.
Software Offerings That are Not Subscriptions. For Software Offerings that are not Subscriptions, Hypertherm will provide support Offerings only as set forth in a then-current and fully paid-up Maintenance and Support Agreement, in accordance with the terms thereof.
Web Services. Hypertherm will provide Support as set forth in the applicable web services terms.

4. Trial Versions.

Install and Use of Trial Versions will be in accordance with the trial version terms in effect at the time of such trial. You may be required to provide Feedback on the performance and functionality of Trial Versions as a condition of Your Use.

5. Account.

Certain Offerings require You and Your Authorized Users to create and maintain one or more Accounts with Hypertherm. If You are required to open and maintain an Account:

Accurate and Complete Information. You will provide accurate and complete information as required to open and maintain Your Account, and will keep the information up to date.
Responsibility for Your Users. You are fully responsible for Your Authorized Users and anyone else who obtains, accesses or uses Offerings through Your Account.
Account Security. You are also responsible for the security of Your Account and all activity associated with Your Account. You (i) will ensure that only Your Authorized Users use Offerings associated with Your Account, and (ii) will secure and not share user IDs or passwords (except with authorized account administrators). If You suspect unauthorized use of Your Account, please contact Legal@Hypertherm.com.
Authorized Users. In certain cases, Your Authorized Users may be required to set up individual Accounts or otherwise agree to applicable terms in order to obtain, access or use Offerings. You remain fully responsible for Your Authorized Users’ access and use of their Accounts under this Agreement.
Keys Associated with Your Account. You may be required to obtain and use Keys that are uniquely associated with Your Account to access and use certain Offerings or specific functionality of such Offerings. You must obtain and use such Keys in accordance with the applicable Additional Terms. You agree that You will not share (or permit anyone else to share) any Keys with anyone.

6. Content and Output.

Your Content is Owned By You. As between You and Hypertherm, You retain ownership of Your Content.
Ownership of Output. The applicable Additional Terms will set forth the ownership of Output, and the respective licenses between You and Hypertherm. Your use of some Offerings may require or permit Hypertherm to collect or store Your Content (including the Content of End Users).
Ownership of Derivative Works that Combine Hypertherm Offerings and Your Content. Certain Offerings may allow You to develop Your own software applications or other materials that incorporate or are derivative of Hypertherm proprietary works and intellectual property. The applicable Additional Terms will govern ownership of such new works, and any licenses between You and Hypertherm. This applies to APIs, Output, Applications and certain other Offerings.
Hypertherm Access to Your Content. Hypertherm personnel will not access Your Content except (a) as part of providing, maintaining, securing or modifying Offerings, (b) at Your request or with Your consent as part of addressing or preventing a ervice, support or technical issue, (c) in connection with legal obligations or proceedings in accordance with Section 22 below or (d) as set forth in the Privacy Policy.
Your Content Must Comply with Applicable Law and You Have Rights to Your Content. You agree that Your Content and Your conduct in using the Offerings will comply with all applicable laws, rules and regulations, and the Acceptable Use Policy.
You Own or Have Necessary Rights to Your Content. You acknowledge and agree (and represent and warrant) that: (a) You own, or have and will have, the necessary rights to use Your Content in connection with an Offering as set forth in these General Terms and Additional Terms; (b) such Content does not and will not infringe or misappropriate any intellectual property or proprietary right of any third party or violate any applicable Laws; and (c) such Content is not subject to any restrictions on disclosure, transfer, download, export or re-export under any applicable Law.
You are Responsible for Your Content. You are responsible for Your Content and for Your conduct, and the conduct of Your users, while using the Offerings. By creating, submitting, uploading or otherwise making Your Content available to Hypertherm and/or others, You acknowledge and agree that: (a) You will evaluate and bear all risks associated with Your Content; and (b) under no circumstances will Hypertherm be liable in any way for Your Content s You upload or submit it, including any errors or omissions.
Sharing or Uploading Your Content. Certain Offerings may allow You to upload or share Content with Hypertherm and/or third parties.
1. Shared or uploaded Content must comply with Hypertherm’s Acceptable Use Policy.
2. You acknowledge and agree that what You share or publish will be accessible by other Hypertherm customers and will not be Your Confidential Information. Other customers will have access and use rights as set forth in the applicable Additional Terms. If You do not want others to have any such access or any of those rights, do not use the sharing, publishing or other collaboration features of the Offerings and set Your permissions accordingly.
3. An Offering may feature links to third party sites that allow You to share Your Content or authorize Hypertherm to do so. Such links are provided as a convenience to You. Hypertherm does not monitor or control what such tzhird parties will do with Your Content. You are responsible for ensuring the appropriate level of access to Your Content by any third party. Hypertherm will have no responsibility or liability for the actions of such third party, and all governing terms and conditions, including those regarding privacy, are between You and such third party.
4. You acknowledge that online services may suffer occasional disruptions or outages, and You may not be able to retrieve Your Content and Output that is uploaded or hosted by Hypertherm.
Deleting Your Content and Output. Your rights and ability to delete Your uploaded Content and Output will be governed by the Additional Terms. You acknowledge and agree that Content and Output hosted by Hypertherm or its vendors may exist in backup copies even after You have deleted it from an Offering. Hypertherm has the right (but not the obligation) to delete inactive sites or accounts or purge related Content and Output, without further notice. Hypertherm Parties will have no responsibility or liability for any deletion or failure to store Your Content or Output or for any failure to delete Your Content or Output.
Metrics and Feedback. All Metrics and Feedback will be owned by Hypertherm, unless expressly set forth in any Additional Terms.

7. Licenses from You to Hypertherm.

You grant Hypertherm rights to Your Content to enable Hypertherm to provide the Offering. By submitting, uploading, or displaying Your Content in or through the Offering, You hereby grant to Hypertherm a worldwide, royalty-free, non-transferrable, and non-exclusive license to access, use, reproduce, adapt, modify, publicly perform, publicly display, prepare derivative works of and distribute Your Content through the Offering.
You grant Hypertherm rights to Your Feedback. If You provide Hypertherm with Feedback, then You hereby assign all right, title and interest in and to such Feedback to Hypertherm, which may use such Feedback without any limitation or obligation to You. You should not include any Confidential Information in any Feedback.
You have authority to grant licenses. You represent and warrant to Hypertherm that You have all the rights, power and authority necessary to grant the above licenses and rights.

8. Third Party Materials

Generally. Hypertherm may offer or provide You with Third-Party Materials in connection with, or as part of, an Offering. In some cases, such Third Party Materials may appear to be a feature or function within, or an extension of, the Offering.
Third Party Terms Govern. Your use of Third Party Materials, even if part of an Offering, may be governed by different terms found in the applicable Third-Party Terms. If there are no Third-Party Terms, Your use will be on the same terms as the applicable Offering, including the license grant and fees. You take sole responsibility for determining, obtaining and complying with all Third-Party Terms.
Third Party Materials May Cause Communication with a Third Party Site on the Internet. Third Party Materials may cause Your Device, without additional notice to You, to communicate with a third-party website as part of its functionality. Such connectivity or access to third party websites or Third Party Materials is governed by the terms found on such sites or as set forth in Third Party Terms.
Additional Fees. Access to and use of Third Party Materials or specific functionality may require Your payment of additional fees, as set forth in the Third Party Terms or Order Form.
Use of Third Party Materials is at Your Own Risk. You agree that any viewing, use or access of Third Party Materials by You or Your Authorized Users is at Your sole risk. Under no circumstances will Hypertherm Parties be liable for any loss or damage caused by Your viewing, use or reliance on Third Party Materials. Hypertherm will have no responsibility for, and makes no representations and warranties regarding, any Third-Party Materials or Your use of such Third-Party Materials. Any dealings between You and any third party in connection with such Third Party Materials, including, without limitation, such third party’s privacy policies, use of Personal Information, delivery of and payment for goods and services, and any other terms associated with such dealings, are solely between You and such third party.
Discontinuance of Third Party Materials. Hypertherm may at any time, for any reason, modify or discontinue the availability of any Third Party Materials. Discontinuance or modification that materially and adversely impacts performance or functionality of an Offering shall be as set forth in Section 2(b).

9. Websites.

Separate from its Offerings, Hypertherm may provide information on its general websites. You agree to use such Hypertherm websites in accordance with Hypertherm’s Website Terms of Use.

10. Compliance with Laws; Covenants; Restrictions.

You Must Comply with Applicable Law. You will comply with all applicable Laws with respect to Your access to and use of any and all Offerings.
Restrictions. Except as explicitly permitted in these General Terms or an Additional Terms, You must not (nor permit anyone else to):
1. license, sublicense, sell, resell, transfer, assign, rent, loan, lease, distribute or otherwise commercially exploit or make available to any third party the Offering, the Hypertherm Content, or any rights granted in these General Terms in any way, or use the Offering as a service bureau;
2. copy, modify, translate, adapt, arrange, make derivative works of or publicly display the Offering or any Hypertherm Content or any part thereof;
3. access or use the Offering for the purpose of (i) building or providing a competitive product or service, as determined by Hypertherm in its sole discretion, (ii) building or providing a product using similar ideas, features, functions or graphics of the Offering, or (iii) copying any ideas, features, functions or graphics of the Offering;
4. decompile, disassemble or otherwise reverse engineer the Offering, or determine or attempt to determine any source code, algorithms, methods, or techniques used or embodied in the Offering;
5. take any action that Hypertherm determines imposes an unreasonably or disproportionately large burden on Hypertherm's (or its designated third parties') infrastructure, including the Offering;
6. attempt to (i) remove, defeat or circumvent any license manager technology or copy protection device provided with the Offering, or (ii) bypass or delete any functionality or technical limitations of the Offering that prevent or inhibit the unauthorized copying or use of the Offering;
7. access or attempt to access the Offerings by any means other than the interface Hypertherm provides or authorizes; and
8. otherwise access or use the Offering in any manner or for any purpose not expressly allowed under the Agreement.

11. Hypertherm and its licensors own the Offerings.

As between You and Hypertherm, Hypertherm and its licensors own all right, title, and interest in and to the Offerings and all copies thereof. The Offerings are protected by U.S. and international copyright, trademark, trade dress, trade secret, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. All rights not expressly granted to You under any Additional Terms are reserved by Hypertherm and/or its licensors.
The structure and organization of Software, any source code or similar materials relating to such Software, any API Information and Development Materials, the underlying algorithms, protocols, and any other elements of Offerings identified as confidential or proprietary are owned by and are valuable trade secrets of, and Confidential Information of, Hypertherm and its suppliers.
You have only the rights expressly granted to You under these General Terms and any Additional Terms. All rights not expressly granted are reserved by Hypertherm and its licensors and suppliers. Hypertherm and its licensors and suppliers expressly disclaim, and You agree not to assert, any other rights.
You agree not to take any action, or to authorize or encourage any third party to take any action (or cooperate with any third party in taking any action), inconsistent with the foregoing.
You hereby acknowledge and agree that any infringement, violation or misappropriation of the intellectual property rights of Hypertherm may cause irreparable harm to Hypertherm not reasonably compensable by money damages. Accordingly, You agree that, in addition to all other remedies Hypertherm may have at law, Hypertherm shall be entitled to seek immediate equitable relief, including an injunction, against You in any court of competent jurisdiction in order to restrain Your violation or misappropriation of the intellectual property rights of Hypertherm without the necessity for Hypertherm to prove the likelihood of irreparable harm, or that damages are not an adequate remedy, and without any requirement by Hypertherm to post bond or undertaking as to damages.

12. Fees and Payment.

Fees. With respect to any Offerings requiring a fee, You agree to pay the fees and any other amounts (collectively, “Fees”) for the Offering as set forth on the Pricing Schedule.
Payment. The applicable Offering Form will set forth the Fees payable for Your access and use of the Offerings and the timing and means of such Fee payments. If no timing or means of payment are specified, then payments will be made in US Dollars within 30 days of the invoice date. All payments will be made in U.S. dollars, unless otherwise agreed to by Hypertherm, to Hypertherm’s account specified in the Pricing Schedule or to such other account as Hypertherm may designate from time to time by giving notice to You. All Fees and other charges to be paid by You under these General Terms will be paid without set-off or reduction for any amounts owed or allegedly owed by Hypertherm to You.
Additional Amounts for Unsubscribed or Excessive Use. In the event You exceed any applicable seats, licenses or other limits on the usage of the Offering as set forth on Your Order Form, (i) the applicable Fees for such excess usage will be immediately due and payable by You in accordance with the then-current rates or plans published on Pricing Schedule or applicable Additional Terms, (ii) Hypertherm may, in its discretion, suspend, terminate, or revoke Your access to or use of any of the Offerings or elements thereof (including by revoking or suspending any Key), and (iii) Hypertherm may claim a material breach of this Agreement and pursue remedies hereunder and available under Applicable Law.
Hypertherm may change the Fees or impose new Fees. The Pricing Schedule and Fees are subject to change. Any such change will be effective upon notice (including posting on the Web-site). Hypertherm reserves the right to charge additional or new fees for additional functionality or Upgrades, with prior notice to You.
Taxes.
1. General. All amounts and fees stated or referred to in this Agreement or any Order Form, are exclusive of Taxes. You are responsible for payment of all Taxes that may be levied by applicable authorities.
2. Withholding. You will duly withhold and remit any Taxes as required and will pay to Hypertherm the remaining net amount after Taxes have been withheld. You will promptly furnish Hypertherm with a copy of an official Tax receipt or other appropriate evidence of any Taxes imposed on payments made under this Agreement, including Taxes on any additional amounts paid.
3. Taxes collected by Hypertherm. Any Taxes collected by Hypertherm will appear as a separate item on Your invoice.
4. Customs and Import Requirements. You will be solely responsible for compliance with all costs, procedures and documentation that apply to the importation of Offerings, including (x) customs requirements, and (y) duties, import value added Taxes, and other governmental fees and Taxes that apply under applicable law. Your will also be responsible for paying any loading, downloading, transportation and mobilization costs.

13. Privacy Notice.

Privacy Notice. Hypertherm’s Privacy Notice sets forth (i) how Hypertherm may collect, use, store and process Personal Information of or relating to You, and (ii) how You may request deletion of Your Personal Information. You acknowledge that You have read and understand the Privacy Notice.
The Hypertherm Privacy Notice applies to Your use of the Offerings. You acknowledge and agree that, by using the Offering, You consent to the collection, use, processing, and storage of Your Personal Information as described in Hypertherm’s then-current Privacy Notice, including cross-border transfers as described in the Privacy Notice.
Compliance with privacy laws is important and You are responsible for certain permissions. You acknowledge and agree that You are responsible for compliance with all applicable privacy and data protection Laws related to the Personal Information of any persons who may use Your Application or who may have access to or use of the Offering through You (including Your Authorized Users and End Users), including any applicable requirements related to notice, consent, transfer (including cross-border transfer), disclosure, and use of Personal Information in connection with the Offering, including as described in the Privacy Notice. Without limiting the foregoing, You will ensure that You have obtained consents, to the extent necessary, to provide Personal Information to be collected, stored, used and otherwise processed by, or transferred to, Hypertherm and its affiliates and its and their contractors (including service providers), and that any individual who accesses or uses the Offering has been made aware of and agrees to the Privacy Notice.
You will not store or permit others to store Sensitive Personal Information. You acknowledge and agree that Hypertherm may use third-party service providers in connection with the Offerings, including without limitation, the use of cloud computing service providers which may transmit, maintain and store Your Content and data using third-party computers and equipment in locations around the globe. You acknowledge and agree that any data storage functionality associated with the Offering is not intended for the storage of Sensitive Personal Information. You will not (and will not permit anyone else to) upload or otherwise submit any Sensitive Personal Information in connection with the Offering. You also acknowledge and agree that Hypertherm Parties will have no responsibility or liability with respect to any such Sensitive Personal Information that is processed, transmitted, disclosed, or stored in connection with the Offering.

14. Term and Termination.

Term. These Terms will become effective on the Effective Date. The Term of these General Terms will extend from the Effective Date until a party terminates these General Terms in accordance with this Section 14.
Early Termination. Hypertherm and You each have the right to terminate these General Terms if the other party is in breach of the Terms and fails to cure such breach within ten (10) business days after written notice of the breach. Either party may terminate these General Terms by written notice to the other party if there are no Additional Terms in force and You have ceased all use of any Offerings.
Other Termination Rights. Hypertherm may terminate these General Terms if the provision of the Offerings to You or Your End Users is prohibited by applicable Law. Hypertherm may also terminate these General Terms if You become subject to bankruptcy proceedings, become insolvent, or make an arrangement with Your creditors.
Effect of Termination. Upon any termination of these General Terms for any reason, You and Your users must immediately (a) cease accessing or using all Offerings, and Confidential Information of Hypertherm (b) destroy all copies of the foregoing that You may be in Your (including Your users’) possession, custody or control, and (c) remove any Offering, elements thereof and derivative works of the foregoing from all of Your software and other materials. Except for termination by Hypertherm in accordance with Section 14(b) above (Termination for Breach), Hypertherm will refund any Fees paid by You applicable to the period after the effective date of termination.
Bankruptcy. In the context of any bankruptcy proceeding, You acknowledge and agree that this Agreement is and shall be treated as an executory contract that may not be assumed and/or assigned without Hypertherm's prior written consent, which consent may be withheld in Hypertherm's sole and absolute discretion whether pursuant to Section 365(c)(1) of Title 11 of the United States Code or any other applicable law respecting the treatment of executory contracts within bankruptcy.
Survival of Terms. The following provisions of these General Terms will survive expiration or earlier termination and continue to apply indefinitely: Sections 10, 11, 14, 18, 20, 21, and 22.
Upon Termination of an Offering or the Agreement. Upon termination of any Offering or the Agreement for any reason, Hypertherm will have the right to immediately deactivate Your Account(s) and suspend access to Your Content and Output. Provided You have paid all outstanding fees and costs hereunder, Hypertherm will grant You limited 30-day access to the Offering for the sole purpose of allowing You to retrieve Your available Content and Output. After such 30-day period, Hypertherm may delete, without notice, Your Content and Output, and all backups thereof. Hypertherm Parties will not be liable for any loss or damage which may be incurred by You or any third parties as a result of any deletion or inability to access Your Output and Content.

15. Additional Hypertherm Rights If You Breach the Terms or Additional Terms.

Suspension for Non-Payment. If You fail to make a timely payment of any Fee, in addition to any other remedies Hypertherm may (a) downgrade or modify Your existing Subscription, payment or service plan, (b) suspend Your access and use of the Offering, and/or (c) suspend other Hypertherm obligations under these General Terms.
Other Suspension Rights. Hypertherm has the right, but not the obligation, to immediately disable or suspend Your access to and use of any Offerings and access to and use of Your Content if Hypertherm believes in good faith that Your Content or Your conduct or failure to act (including the conduct or failure of Your Authorized Users) may: (i) pose a security risk or otherwise adversely impact Offerings, systems or other users; (ii) constitute or enable tampering with, removing, disabling or otherwise limiting the effectiveness of any technical protections (including any mechanisms for managing, monitoring, controlling or analyzing the installation of, access or, or use of any Offerings or protections of Hypertherm’s intellectual property rights); (iii) subject Hypertherm, any Reseller or any other user to liability; or (iv) not comply with these General Terms (including any Additional Terms), including failure to pay any amounts owing with respect to any Offerings or use beyond the scope of Your applicable license,. Unless Hypertherm reasonably determines that immediate action is prudent, Hypertherm will seek to notify You of the planned disabling or suspension before it takes effect.
Disabling Access. YOU ACKNOWLEDGE AND AGREE THAT INSTALLATION OF AND ACCESS TO OFFERINGS MAY BE DISABLED BY THE ACTIVATION, SECURITY, AND TECHNICAL PROTECTION MECHANISMS IF YOU TRY TO TRANSFER ALL OR A PART OF THE OFFERINGS TO ANOTHER COMPUTER, IF YOU TAMPER WITH THE TECHNICAL PROTECTION MECHANISMS OR DATE-SETTING MECHANISMS ON A COMPUTER OR IN THE OFFERINGS, IF YOU USE THE OFFERING PAST AN APPLICABLE SUBSCRIPTION PERIOD OR FIXED TERM, OR IF YOU UNDERTAKE CERTAIN OTHER ACTIONS THAT AFFECT THE SECURITY MODE OR UNDER OTHER CIRCUMSTANCES AND THAT, IN ANY SUCH EVENT, YOUR ACCESS TO YOUR OUTPUT AND OTHER DATA MAY BE AFFECTED.

16. You are Responsible for Your Use of Offerings and Output.

THE OFFERINGS ARE TOOLS AND ARE NOT A SUBSTITUTE FOR YOUR OWN JUDGMENT AND EXPERTISE (INCLUDING PROFESSIONAL JUDGMENT) OR INDEPENDENT TESTING, DESIGN, ESTIMATION OR ANALYSIS, AS APPLICABLE. DUE TO THE LARGE VARIETY OF POTENTIAL APPLICATIONS FOR THE SERVICES, THE OFFERINGS HAVE NOT BEEN TESTED IN ALL SITUATIONS UNDER WHICH THEY MAY BE USED AND MAY NOT ACHIEVE THE RESULTS YOU DESIRE. HYPERTHERM PARTIES WILL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR ANY RESULTS OR OUTPUT OBTAINED OR OTHERWISE VIEWED THROUGH THE OFFERINGS OR ANY MATERIALS DEVELOPED BY YOU IN CONNECTION WITH THE SERVICES. YOU ARE SOLELY RESPONSIBLE FOR THE SUPERVISION, MANAGEMENT AND CONTROL OF USE OF THE OFFERINGS, OUTPUT AND YOUR APPLICATIONS. THIS RESPONSIBILITY INCLUDES THE DETERMINATION OF APPROPRIATE USES FOR THE SERVICES AND THE SELECTION OF THE SERVICES AND OTHER PROGRAMS TO ACHIEVE YOUR INTENDED RESULTS. YOU ARE ALSO RESPONSIBLE FOR ESTABLISHING THE ADEQUACY OF INDEPENDENT PROCEDURES FOR TESTING THE RELIABILITY, ACCURACY AND COMPLETENESS OF SERVICE RESULTS, OUTPUT OR MATERIALS DEVELOPED BY YOU IN CONNECTION WITH THE SERVICES (IF ANY), INCLUDING ALL ITEMS VIEWED OR DESIGNED USING ANY SERVICE. THERE ARE NO SERVICE LEVEL AGREEMENTS MADE IN CONNECTION WITH THE SERVICES. YOU ASSUME ALL RISKS ASSOCIATED WITH YOUR OUTPUT AND ITS USE FOR ANY PURPOSE. HYPERTHERM WILL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR YOUR OUTPUT.

17. Disclaimer of Warranties.

Warranty Disclaimer. EXCEPT AS EXPRESSLY SET FORTH IN AN APPLICABLE ADDITIONAL AGREEMENT, THE OFFERINGS ARE PROVIDED “AS IS” AND “AS AVAILABLE.” HYPERTHERM PARTIES MAKE NO, AND HEREBY DISCLAIM ALL, REPRESENTATIONS, WARRANTIES AND/OR CONDITIONS OF ANY KIND TO ANY PARTY WITH RESPECT TO THE OFFERINGS, WHETHER EXPRESS, IMPLIED (EITHER IN FACT OR BY OPERATION OF LAW), OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, AND ALL WARRANTIES THAT MAY ARISE FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. YOUR USE OF THE OFFERINGS IS AT YOUR OWN DISCRETION AND RISK. HYPERTHERM PARTIES DO NOT WARRANT THAT ANY USE OF OR ACCESS TO THE OFFERINGS WILL BE ERROR- FREE, COMPLETE, SECURE OR YOUR CONTENT WILL NOT BE OTHERWISE LOST OR DAMAGED OR THAT YOUR OUTPUT WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; THAT OPERATION OR AVAILABILITY WILL BE UNINTERRUPTED; OR THAT ERRORS OR FAILURES WILL BE CORRECTED OR REMEDIED. HYPERTHERM PARTIES DO NOT WARRANT THAT THE OFFERINGS WILL PERFORM IN ANY PARTICULAR MANNER.
HYPERTHERM PARTIES DO NOT REPRESENT OR WARRANT THAT OFFERINGS ARE OR WILL BE APPROPRIATE OR AVAILABLE FOR USE IN ANY PARTICULAR GEOGRAPHIC AREA, JURISDICTION OR LANGUAGE. THIS SECTION WILL BE ENFORCEABLE TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.
ANY STATEMENTS OR REPRESENTATIONS ABOUT THE OFFERINGS, SUBSCRIPTIONS, SUPPORT OR SERVICES AND THEIR FEATURES OR FUNCTIONALITY ON THE HYPERTHERM WEBSITE OR IN ANY COMMUNICATION WITH LICENSEE ARE FOR INFORMATION PURPOSES ONLY, AND DO NOT CONSTITUTE A WARRANTY, REPRESENTATION, OR CONDITION.
NOTHING IN THE FOREGOING RESTRICTS THE EFFECT OF WARRANTIES OR CONDITIONS WHICH MAY BE IMPLIED BY LAW WHICH CANNOT BE EXCLUDED, RESTRICTED OR MODIFIED NOTWITHSTANDING A CONTRACTUAL RESTRICTION TO THE CONTRARY.

18. Limitations of Liability.

TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR LIMITATION OF LIABILITY: (A) IN NO EVENT WILL ANY HYPERTHERM PARTY BE LIABLE UNDER THESE TERMS FOR SPECIAL, INDIRECT, CONSEQUENTIAL OR OTHER DAMAGES OF ANY KIND WHATSOEVER (HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, WHETHER DERIVED FROM CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE), OR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES OR OTHER COVER, OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, NOR (B) WILL THE HYPERTHERM PARTIES BE LIABLE FOR ANY DAMAGES WHATSOEVER RESULTING FROM A FORCE MAJEURE EVENT OR AN ACT OF A THIRD PARTY OR THROUGH NO FAULT ON ITS BEHALF. THE TOTAL CUMULATIVE LIABILITY OF THE HYPERTHERM PARTIES FOR ALL COSTS, LOSSES OR DAMAGES FROM ALL CLAIMS, ACTIONS OR SUITS, HOWEVER CAUSED, ARISING FROM OR RELATING TO THESE TERMS OR THE SUBJECT MATTER HEREOF WILL NOT EXCEED THE GREATER OF (i) ALL AMOUNTS PAID OR DUE FROM YOU FOR THE SERVICE GIVING RISE TO THE CLAIM DURING THE SIX (6) MONTHS IMMEDIATELY PRECEDING THE CLAIM (NO MATTER WHEN PAYMENTS WERE ACTUALLY MADE), OR (ii) TEN THOUSAND DOLLARS ($10,000).
WITHOUT LIMITATION OF THE GENERALITY OF THE FOREGOING, YOU ACKNOWLEDGE AND AGREE THAT YOU ARE SOLELY RESPONSIBLE FOR (AND HYPERTHERM PARTIES ASSUME NO RESPONSIBILITY AND WILL HAVE NO LIABILITY OF ANY KIND FOR) (1) THE DECISIONS THAT YOU MAY MAKE REGARDING THE OFFERINGS; (2) USE OF THE OFFERINGS INCLUDING ANY CONTENT, DATA, INFORMATION, OR OTHER MATERIAL ACCESSED BY YOU OR YOUR END USERS IN CONNECTION WITH THE OFFERINGS INCLUDING, WITHOUT LIMITATION, IMPACT TO YOUR COMPUTER SYSTEM OR LOSS OF DATA; OR (3) ANY EFFECTS ON YOUR BUSINESS THAT MAY RESULT FROM SUCH USE. HYPERTHERM PARTIES MAKE NO WARRANTIES TO ANY THIRD PARTY.

19. Basis of the Bargain.

You and Hypertherm acknowledge and agree that the warranty disclaimers, limitations of liability, and indemnities in these General Terms are a fundamental basis of the bargain between You and Hypertherm, and are a material part of the consideration received by Hypertherm for the provision of the Offering and rights granted under these General Terms, and Hypertherm would not have entered into these General Terms, or provided the Offering or rights, in the absence of such warranty disclaimers, limitations of liability and indemnities.

20. Confidential Information.

Confidentiality obligations apply to information disclosed in connection with the Offering. You or Hypertherm (as the “Disclosing Party”) may disclose or make available Confidential Information to the other party (the “Receiving Party”) in connection with an Offering or these General Terms. The Receiving Party will not (and will not permit anyone else to) (a) use any Confidential Information of the Disclosing Party except as necessary for performance of the Receiving Party’s obligations and exercise of the Receiving Party’s rights under these General Terms or (b) disclose any Confidential Information of the Disclosing Party to anyone other than the Receiving Party’s employees, contractors, service providers and agents who need to know such Confidential Information for such purposes, and who are subject to confidentiality obligations with the Receiving Party containing protections no less stringent than those in these General Terms. To safeguard the Confidential Information, the Receiving Party will exercise the same degree of care it employs to prevent the unauthorized use and disclosure of its own confidential information, but in no event less than reasonable care. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted). You agree that Hypertherm may access and disclose Your Content to comply with any legal obligations or governmental or regulatory body request (including subpoenas or court orders), as part of a legal proceeding involving Hypertherm Parties or at Your request. You will not disclose these General Terms to any third party without the prior written consent of Hypertherm, except pursuant to a valid and enforceable order of a court or government agency.
Injunctive Relief is available to Hypertherm. You acknowledge and agree that Your breach or threatened breach of this Section 20 may cause Hypertherm irreparable harm and significant injury, the amount of which may be difficult to estimate and ascertain, thus making inadequate any remedy at law or in damages. Therefore, You agree that, notwithstanding anything to the contrary under Section 22(b), Hypertherm is entitled to injunctive relief from any court of competent jurisdiction to enjoin any threatened or actual breach of these General Terms and any other relief that such court deems appropriate, in addition to any other remedy or remedies available at law or in equity.

21. Indemnification.

To the fullest extent permitted by Law, You will indemnify, defend and hold harmless Hypertherm, its affiliates, and the employees, directors, and agents of any of the foregoing entities (“Hypertherm Parties”) against any and all losses, liabilities, expenses (including reasonable attorneys' fees) suffered or incurred by the Hypertherm Parties by reason of any Claim arising out of or relating to (a) Your Content, including any assertion that Your Content infringes any intellectual property right of any third party or caused death or bodily injury or property damage; (b) any breach of, or failure by You (including Your Authorized Users) or Your End Users, to comply with these General Terms; (c) access to or use of any Offering or elements thereof by You (including Your Authorized Users), Your End Users, or anyone who accesses the Offering through You (whether or not such access is authorized by You or by Hypertherm); (d) use of Your Output, including any claims of intellectual property infringement or bodily injury, death or property damage, or (e) Your Applications or any other combination of Your Content with, or derivative works of, Hypertherm Materials or Hypertherm intellectual property, including any claims of infringement or property damage, death or bodily injury. Whether or not Hypertherm asks You to defend a Claim, You will not agree to any settlement without the prior written consent of Hypertherm. If Hypertherm asks You to defend a Claim, Hypertherm will have the right to participate in the defense of the Claim with counsel of its own choosing. Notwithstanding the foregoing, You will have no obligation to indemnify and hold harmless the Hypertherm Parties against any losses or liabilities suffered or incurred by the Hypertherm Parties to the extent that (i) the Offering as provided by Hypertherm infringes a copyright or patent or misappropriates a trade secret of any third party or (ii) the name of the Offering infringes a trademark of a third party

22. Miscellaneous

These Terms may change. Hypertherm may modify these General Terms at any time. Hypertherm will provide notice of those modifications in a manner deemed reasonable by Hypertherm (which may include posting on the Web- Site or via e-mail to Your registered e-mail address). If any modification has any adverse effect on You or is otherwise unacceptable to You in any respect, You must immediately cease accessing and using the Offering and terminate these General Terms in accordance with Section 14. If You continue to access or use any Offering following any notice of modification to these General Terms, You will be deemed to have accepted the modified Terms. You can determine when these General Terms were last modified by referring to the “LAST UPDATED” legend at the top of these General Terms.

Governing Law and Jurisdiction. The location of Your principal place of business is (or, if You are an individual, where You are resident) will determine the Hypertherm Party contracting with You, the governing law and the forum for dispute resolution as set forth below. Any dispute, claim or controversy arising out of or relating to these General Terms, including the breach, performance, termination, enforcement, interpretation or validity of these General Terms (and whether under contract, tort, including and strict liability, competition law or otherwise), and including the determination of the scope or applicability of the dispute resolution provisions of these General Terms, will be finally determined under the law, in the location and by the dispute resolution process specified below (except as may be specified in the "Country/Jurisdiction-Specific Terms" section).

Your principal place of business (or, if You are an individual, the place of Your residency)	References to “Hypertherm Party” means the following Hypertherm entity:	Governing law is:	Exclusive jurisdiction/forum for dispute resolution:
United States	Hypertherm, Inc., a New Hampshire corporation	(i) State of New Hampshire, and (ii) to the extent controlling, federal laws of the United States	(i) United States District Court for the New Hampshire, or (ii) Superior Court of the State of New Hampshire, County of Grafton
Mainland China, Hong Kong and Macau	Hypertherm (Shanghai) Trading Co., Ltd.	China	Arbitration before three arbitrators in China
Europe, the Middle East or Africa	Hypertherm Europe B.V.	The Netherlands	Courts of The Netherlands
Asia, Oceania or the Asia-Pacific region, other than Mainland China, Hong Kong and Macau.	Hypertherm (S) Pte Ltd.	Singapore	Courts of Singapore
Worldwide unless in a country or region described above	Hypertherm, Inc., a New Hampshire corporation	(i) State of New Hampshire, and (ii) to the extent controlling, federal laws of the United States	(i) United States District Court for New Hampshire, or (ii) Superior Court of the State of New Hampshire, County of Grafton

Mediation. If You have any dispute with respect to an Offering or otherwise arising from or relating to these General Terms (including any Additional Terms, any Special Terms, the Hypertherm Privacy Notice or any other applicable terms), You will first seek to resolve the dispute informally with Hypertherm by providing notice of the dispute (including a description of the dispute and related documentation) in the manner described below for Notices and cooperating with Hypertherm to try to address the matter amicably. If the dispute is not resolved within 30 days of Hypertherm’s receipt of the notice, either You or Hypertherm may file a formal claim in the forum for dispute resolution described above (depending on Your principal place of business or, if You are an individual, Your place of residence). Notwithstanding the foregoing, Hypertherm may apply for injunctive relief and other equitable remedies (or their equivalent) in any jurisdiction or forum.
Export control laws apply. You acknowledge and agree that Your access to and use of the Offering is subject to compliance with the Export Control Laws. You will be solely responsible for complying with the Export Control Laws and monitoring any modifications to them. You represent and warrant that: (a) You are not a citizen of, or located within, a nation or other geographic area that is subject to U.S. trade sanctions or other significant trade restrictions (including Cuba, Iran, Sudan, Syria, North Korea, and the Crimea region); (b) You are not identified on any U.S. government restricted party lists (including the U.S. Treasury Department's Sectoral Sanctions List, List of Specially Designated Nationals and Other Blocked Persons, the U.S. Department of Commerce's Denied Party List, Entity List and Unverified List and the U.S. Department of State's proliferation-related lists); (c) You will not, unless otherwise authorized under the Export Control Laws, use the Offering or any Content in any restricted end use, including design, analysis, simulation, estimation, testing, or other activities related to nuclear, chemical/biological weapons, rocket systems or unmanned air vehicles applications, and (d) no part of Your Content is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You agree that You will not use the Offering to disclose, transfer, download, export or re-export, directly or indirectly, Your Content, third party content or any other content or material to any country, entity or other party which is ineligible to receive such items under the Export Control Laws or under other Laws to which You may be subject.
Language of terms; Interpretation.
1. The English language version of this Agreement is legally binding in case of any inconsistencies between the English version and any translations. If Licensee purchased the license for the Licensed Materials in Canada, Licensee agrees to the following: The parties hereto confirm that it is their wish that this Agreement, as well as other documents relating hereto, including notices, have been and shall be written in the English language only. Les parties ci-dessus confirment leur désir que cet accord ainsi que tous les documents, y compris tous avis qui s'y rattachent, soient rédigés en langue anglaise.
2. Any reference in these General Terms to “days” are to calendar days unless otherwise specified. The words “including” and “for example” or “e.g.,” and words of similar import, are not limiting or exclusive and will be deemed followed by “without limitation,” whether or not such language is included. Section and other headings are for ease of reference only and are not to be used to interpret the meaning of any provision. Any rights and remedies provided for in these General Terms are cumulative and are in addition to, and not in lieu of, any other rights and remedies available under applicable law.
What to do about claims of copyright infringement. Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement should be sent to Hypertherm’s Copyright Agent by email at Legal@Hypertherm.com.
Independent Contractors. The parties' relationship to each other under these General Terms is strictly that of independent contractors and nothing in these General Terms will in any way constitute or be construed as evidence of intent to establish any association, partnership, joint venture or other relationship.
Enforceability. If for any reason a court of competent jurisdiction finds any provision of these General Terms, or any portion thereof, to be unenforceable, that provision will be enforced to the maximum extent permissible so as to effect the intent of these General Terms and the remainder of these General Terms will continue in full force and effect.
Headers. The section headings used in these General Terms are for convenience only and will not be given any substantive effect.
Interpretation. When used in these General Terms, “include” or “including” will be deemed to mean “include but are not limited to” or “including but not limited to.” Unless the context or construction otherwise requires, all words applied in the plural will be deemed to have been used in the singular, and vice versa.
Waiver. A party may only waive its rights under these General Terms by a written document executed by both parties. Any failure to enforce any provision of these General Terms will not constitute a waiver thereof or of any other provision hereof. No waiver (whether express or implied) will constitute consent to, waiver of, or excuse of any other, different, or subsequent breach.
Assignment. You may not assign or transfer (by operation of law or otherwise) these General Terms or any of Your rights or obligations under these General Terms without Hypertherm’s prior written consent. Hypertherm may freely assign or transfer any of its rights or obligations under these General Terms. Any unauthorized assignment or transfer will be null and void.
Notices. Notices in connection with these General Terms by either party will be in writing and will be sent by electronic mail to Legal@Hypertherm.com, postal service, or a delivery service (such as UPS, FedEx or DHL), except that You may not provide notice to Hypertherm of an Hypertherm breach by electronic mail. Notices from You to Hypertherm will be effective when received by Hypertherm at Hypertherm, Inc., 21 Great Hollow Road, Hanover, NH, 03755, USA, Attention: General Counsel. Notices from Hypertherm to You may be sent by postal service, a delivery service or email. Notices from Hypertherm to You will be effective: (a) in the case of notices by email, one (1) day after sending to the email address provided to Hypertherm; or (b) in the case of notices by mail or delivery service, five (5) days after sending by regular post or delivery service to the address provided to Hypertherm. Communication with You (including Your Authorized Users) will often take place via an email to the contact email address registered to Your Application. You must ensure that Your email address is current and that You do not filter out any such messages. You consent to service of process being effected on You by registered mail sent to Your last address known by Hypertherm, if so permitted by applicable Law.
Electronic Communications. When Hypertherm sends e-mails to You, Hypertherm is communicating with You electronically. For contractual purposes, You consent to receive communications electronically from Hypertherm and You agree that all agreements, notices, disclosures and other communications that we provide to You electronically satisfy any legal requirement that such communications be in writing. This condition does not affect Your statutory rights.
Force Majeure. Neither party will be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances or causes beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, strikes, lockouts or other labor disturbances, civil unrest, failure, unavailability or delay of suppliers or licensors, riots, terrorism or terrorist acts, war, failure or interruption of the Internet or third party Internet connection(s) or infrastructure, power failures, acts of civil and military authorities, severe weather, and changes in applicable law or other circumstances that would make the provision of any Offerings illegal or economically unfeasible. Such party will give the other party prompt written notice (when possible) of the failure to perform and use its reasonable efforts to limit the resulting delay in its performance.
Entire Agreement. These Terms (including the Additional Terms) contain the entire agreement between You and Hypertherm with respect to the subject matter hereof and supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between You and Hypertherm with respect to the Offering.

Exhibit A

Definitions

“Agreement” means this EULA, the General Terms and Additional Terms, including all exhibits and schedules thereto, as the License and Services Agreement may be amended from time to time in accordance with the terms thereof.

“API” means an applications programming interface for a service or software program (e.g., the requirements for accessing or directing the functions of the service or software program), including a software development kit or SDK.

“API Information” means the API information provided by Hypertherm to you or other users of the Service that specifies the requirements for interfacing to (e.g., accessing or directing the functions of) the Service or software included in or used to provide the Service.

“Application” means a software application or website that uses the Service to obtain and display Hypertherm Content in conjunction with Your Content. To constitute an Application, the software application or website must add significant functionality to the Service and not merely serve as a basis for using the functionality of the Service.

“Authorized Users” means your individual employees, consultants, contractors, and agents who access and use an Offering.

“Claim” means any legal claim, suit or proceeding.

“Computer” means (i) a single electronic device, with one or more central processing units (CPUs), that accepts information in digital or similar form and manipulates the information for a specific result based on a sequence of instructions, or (ii) a software implementation of such a device (or so-called virtual machine).

“Confidential Information” means all confidential information disclosed by a Disclosing Party to a Receiving Party, whether orally or in writing, that is designated as confidential. Your Confidential Information will include Your Content. Hypertherm Confidential Information will include any information, data and materials of Hypertherm (a) designated by Hypertherm as confidential or proprietary (whether in writing or otherwise); (b) related to Hypertherm’s business or operations; or (c) received by you by virtue of your relationship with Hypertherm, including customer information, product plans, product designs, product costs, product prices, product names, finances, marketing plans, business opportunities, personnel, research, development, customer data, or know-how. Confidential Information in any event includes API Information and API Sample Code. Confidential Information does not include information that: (a) is or becomes generally known to the public without breach of any obligation owned to the Disclosing Party; (b) was known by the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owned to the Disclosing Party; (c) is rightfully received by the Receiving Party from a third party without restriction on use or disclosure; (d) is developed by you independently without use of the Confidential Information; (e) Metrics; or (f) Feedback.

“Content” means any files, designs, models, data sets, project information, materials, documents, computer programs (including any modules, components, functions and features of a computer program), media, audio, images, videos, names, email addresses, comments, notes, links, copyrightable works, and other content, data and information.

“Development Materials” means SDKs and other toolkits, libraries, scripts, reference or sample code, and similar developer materials included in the Licensed Materials. API Information does not include any implementation of such interface information, any Development Materials, or any other software, module or component.

“Disclosing Party” has the meaning set forth in Section 20(a).

“End User” means your customers and/or other users who will be using your Application.
“Effective Date” means the date you first agree to the General Terms by selecting the box indicating that you have read and agree to the General Terms, or if earlier, the date you first access or use an Offering.

“Export Control Laws” means United States and other applicable countries’ export control and trade sanctions Laws, including the regulations promulgated by the U.S. Department of Commerce and the U.S. Department of the Treasury.

“Feedback” means any suggestions, proposals, ideas, contributions, or other information provided by you (whether or not or through your Authorized Users) to Hypertherm regarding the Offering, the Hypertherm Content, or other Hypertherm Offerings (whether existing, planned or otherwise).

“Fees” has the meaning set forth in Section 12(a).

“Hypertherm” means Hypertherm, Inc., a New Hampshire corporation, except that if, Licensee acquires a license to the Hypertherm Materials in (a) a country in Europe, United Kingdom, Africa or the Middle East, “Hypertherm” means Hypertherm Europe B.V. or (b) a country in Asia-Pacific, Oceania or the Asia-Pacific region, “Hypertherm” means Hypertherm (S) Pte Ltd., or (c) China, “Hypertherm” means Hypertherm (Shanghai) Trading Co. Ltd. or (d) a country in South America or Central America, “Hypertherm” means Hypertherm Brasil LTDA .

“Hypertherm Content” means any files, designs, models, data sets, project information, materials, documents, computer programs (including any modules, components, functions and features of a computer program), media, audio, images, videos, names, email addresses, comments, notes, links, copyrightable works, and other content, data and information made available by or for Hypertherm for use with a Service.

“Hypertherm Materials” means the Offering, Hypertherm Content, other Hypertherm Offerings, Site, Hypertherm Brand Features, APIs, API Information, Hypertherm Confidential Information, and any other content, data or materials provided or used in connection with, or generated by, the Offering, together with any related intellectual property rights.

“Hypertherm Parties” means Hypertherm and its affiliates; its and their licensors and other suppliers; and the respective officers, directors, employees and other agents of Hypertherm and its affiliates and such licensors and other suppliers.

“Keys” has the meaning set forth in Section 5(e) of the General Terms.

“License Identification” means one or more designations by Hypertherm that set forth the License Type (among other things) for Licensee’s license of the Licensed Materials. The License Identification may be (a) located (i) in the Licensed Materials (e.g., in an “About” box, license information dialog box, or text file of Software), (ii) on or with Hypertherm packaging, or (iii) in a written confirmation or other notice issued to Licensee by Hypertherm and transmitted via email, facsimile, physical delivery, or otherwise, or (b) obtained from Hypertherm on request. For clarification, License Identification does not include a designation, confirmation, packaging or other document provided by a Reseller or other third party.

“Licensed Materials” means Software, User Documentation, Supplemental Materials and all Upgrades and Enhancements that comprise the Offering provided or made accessible to You by Hypertherm pursuant to a valid and current Order Form and General Terms. Licensed Materials includes, without limitation, any error corrections, patches, service packs, updates and upgrades to, and new versions of, the Licensed Materials that Hypertherm provides or makes available to Licensee under Licensee’s then-current license, and may include APIs.

“Licensee” means (a) the company or other legal entity on behalf of which ;Hypertherm Materials are acquired, if the Hypertherm Materials are acquired on behalf of such an entity (e.g., by an employee, independent contractor, or other authorized representative), or (b) if there is no such entity, the individual who accepts this Agreement For clarification, “Licensee” refers only to a single, specifically identified legal entity or individual, and does not include any subsidiary or affiliate of any such legal entity or individual or any other related person.

“Metrics” means information about you and your use of the Offering, other Hypertherm Offerings, or other Hypertherm Materials (which may include storage space used, features of the Offering used, metadata, index and similar information about the content stored, processed or accessed using the Offering and similar information). Metrics also includes information about you and your End Users that you provide in connection with your use of the Offering (or other Hypertherm Offerings), including Personal Information (the collection, storage and use of which will be subject to the Privacy Statement).

“Offering” means a product or service provided by Hypertherm and/or its affiliates.

“Personal Information” has the meaning set forth in the Privacy Statement.

“Pricing Schedule” means the then-current “Pricing Schedule” for the Offering as currently published on Hypertherm’s customer/partner portal, or as otherwise agreed upon between you and Hypertherm if you have negotiated for special fees to apply to the Offerings.

“Privacy Notice” means Hypertherm’s Privacy Notice, or any successor or supplemental web page of Hypertherm, as they may be modified from time to time in Hypertherm’s sole discretion.

“Receiving Party” has the meaning set forth in Section 20(a).

“Reseller(s)” means a distributor or reseller authorized directly or indirectly by Hypertherm to distribute authentic Hypertherm Materials to Licensee.

“Sensitive Personal Information” means social security numbers, credit or debit card numbers, financial account numbers, driver’s license numbers, medical information, health insurance information, sensitive data about personal characteristics such as race, religion, or sexual orientation, or other personal data that may pose a risk of harm to the individual if improperly disclosed..

“Software” means a computer program, or a module or component of a computer program, distributed or made available by Hypertherm. The term “Software” may also refer to functions and features of a computer program.

“Subscription” means an advance payment purchase program consisting of regular and recurring time periods for Access of an Offering.

“Taxes” means taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, Value Added Tax (VAT)).

“Third Party Materials” means any Content made available to you by any third party through or in connection with a Offering or any Site.

“Term” has the meaning set forth in Section 14.

“Third Party Materials” means any Content made available to you by any third party through or in connection with a Service or any Site.

“Upgrade” means a full commercial version of Licensed Materials (a) which is a successor to or substitute for a qualifying prior release (and may incorporate error corrections, patches, service packs and updates and upgrades to, and may enhance or add to the features or functionality of, the prior release) or different release of Licensed Materials.

“Use” means (a) to use or execute a computer program or other materials or (b) to use or otherwise benefit from the features or functionality of a computer program or other materials.

“Web- Site” means the Hypertherm web-site located at Hypertherm Associates (https://www.hyperthermassociates.com/en-US/)

Robotic General Terms & Conditions ("Terms")