This Terms of Use Agreement (“Agreement”) is entered into between SmartBench Software., acting through its business unit (“fs.place”), and the Customer or End User, as applicable. This Agreement governs the use of fs.place’s products and services (the “Service” or “Services”).

PLEASE NOTE THAT THE TERMS OF THIS AGREEMENT ARE SUBJECT TO CHANGE BY SMARTBENCH SOFTWARE IN ITS SOLE DISCRETION AT ANY TIME. By continuing to use our services and products, you agree to any changes of this policy.

1. License Grant

   1. Fs.place may allow you to gain access to Onshape Documents (containing either Designs or FeatureScripts) by either purchasing a license or at no charge.
   2. Fs.place grants you a non-exclusive, non-transferable, non-sublicensable limited right and license to use the document and its contents. The rights that fs.place grants under the License are subject to the terms of this agreement, and you may only make use of the License if you comply with all applicable terms.
   3. In rare cases, after you have completed a Transaction, access to the Onshape document may be revoked or the document may become unavailable. Results of this access change are unknown and may change at any time due to changes in the Onshape product.
   4. Licensed documents may have additional terms and conditions outlined by the owner of the document.

2. License Conditions

   You may not do any of the following with respect to the Licensed Onshape Document or any of its parts - except when explicitly authorized

   1. Generate derivatives, outside of typical Onshape use (deriving parts, linking, importing)
   2. Sell, rent, lease, license, distribute or otherwise transfer it
   3. Use to infringe or violate the rights of any third party
   4. “Enterprise Licenses” as offered by fs.place require making a copy of the document, and performing the “Transfer Ownership” action in Onshape. This does not imply a transfer of ownership of intellectual property. The transferred document is subject to the terms and conditions outlined in this agreement.

3. Feedback

   1. Feedback may be given to either fs.place or its users. If you provide feedback, you hereby grant fs.place and its respective user (the creator of the document for which feedback is given) a non-exclusive, fully-paid, royalty-free, irrevocable, perpetual,transferable, sublicensable license to use, reproduce, distribute, modify, adapt, prepare derivative works based on, public display, make, have made, use, sell offer to sell and otherwise exploit that feedback for any purpose.
   2. You understand and agree that fs.place and any users are not required to use any feedback that you provide.
   3. You agree that if your feedback is made use of, no credit or compensation is required to you.

4. Refunds

   1. Refunds will only be given at the discretion of fs.place

5. Warranty

   1. All Features and Designs provided through fs.place are provided without warranty or any guarantees.

6. Liability

   1. Many Features and Designs in the fs.place marketplace are provided by third-parties. Each Third Party publisher is solely responsible for its listings.
   2. Fs.place makes no guarantee to the accuracy of the information in any listing, Feature, or Design.

This Terms of Use Agreement (“Agreement”) is entered into between SmartBench Software., acting through its business unit (“fs.place”), and you the “Vendor”, as applicable. This Agreement governs the use of fs.place’s products and services (the “Service” or “Services”).

PLEASE NOTE THAT THE TERMS OF THIS AGREEMENT ARE SUBJECT TO CHANGE BY SMARTBENCH SOFTWARE IN ITS SOLE DISCRETION AT ANY TIME. By continuing to use our services and products, you agree to any changes of this policy.

By submitting your Feature or Design to be considered for inclusion in the fs.place e-commerce platform (referred to in this Agreement as “fs.place”), you accept the terms of this Agreement. You acknowledge that you have read and agree to the terms of this Agreement on your behalf and/or on behalf of your company, organization, agency, or other entity as its authorized legal representative.

If you are unwilling to accept these agreement terms, or do not have the right, power and authority to act on behalf of such entity, do not submit anything to fs.place.

1. Acceptance and Rejection
   1. Fs.place reserves the right to reject any submission to the marketplace for any reason and without explanation
   2. Fs.place reserves the right to remove any submissions from the marketplace at any time without prior notice
   3. All submissions to fs.place require approval. Additional information may be requested to grant approval, such as access to source code, documentation, etc.
2. Responsibility of Vendor
   1. All vendors are responsible for maintaining an Onshape license capable of owning private Onshape Documents. Vendors are responsible for any and all fees associated with maintaining their Onshape account.
   2. Vendor is solely responsible for the development, use, support, maintenance, and warranties and all liabilities or claims with respect to all submissions.
3. Price, Commission, taxes, and refunds
   1. Commission
      1. Fs.place will retain a 30% commission for all sales made through fs.place
      2. Products offered at no charge, no commission will be due back to fs.place.
   2. Price
      1. Vendor is responsible for setting the price that end users must pay in the currencies permitted by the payment processor.
      2. Vendor agrees that the price must either be Free ($0) or a minimum of $5 USD.
   3. Taxes
      1. Vendor shall be responsible for any and all taxes attributable to the Vendor Products and the Commission, including without limitation, sales, use, excise, import, export, value-added tax and other taxes, but excluding taxes attributable to SmartBench Software's net income. Vendor shall be responsible for verifying if a Vendor Product is taxable and notifying Payment Processor of the applicable tax rate for the Payment Processor to collect for each taxing jurisdiction, and for remitting taxes to the appropriate taxing authority.
      2. An exception to section (1.3.1) applies where SmartBench Software is required to collect and remit taxes charged to customers located in Canada.
   4. Refunds
      1. Fs.place may issue refunds to End Users on behalf of the Vendor
      2. If funds have been released to the Vendor, fs.place may withhold future funds in order to issue refunds to customers.
4. Payment Processing and Release of Funds
   1. Fs.place is responsible for covering the costs of payment processing for sales to customers
   2. FS.place will hold funds for each sale until you request payout.
   3. Payouts will be made no more often than once per month
   4. Fees incurred from payout to Vendor will be subtracted from the amount owed to the Vendor.
5. License
   1. Vendor grants fs.place a non-exclusive, worldwide, royalty-free license, with right to sublicense, to:
      1. Use, reproduce, and test Features and Design to determine if the Vendor’s products satisfy the fs.place guidelines.
      2. Make available, publicly display, demonstrate, transmit, store, import, and enable distribution of Vendor Products through fs.place
      3. Make, have made, use, copy, modify, and create derivative works of the feedback as part of any SmartBench Software product, program, service, technology, specification or documentation.
      4. This license is perpetual and irrevocable
   2. Fs.place must be granted the ability in Onshape to reshare and copy submitted documents. Removal of these permissions will result in removal of the submission from fs.place
6. Limitation of liability
   1. UNDER NO CIRCUMSTANCES WILL SMARTBENCH SOFTWARE BE LIABLE FOR ANY CLAIM FOR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, EXEMPLARY DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER (INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF USE, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL OR ECONOMIC LOSS OF ANY KIND), NOR SHALL SMARTBENCH SOFTWARE BE LIABLE FOR ANY DAMAGES WHATSOEVER ARISING FROM OR RELATING TO VENDOR'S USE OR INABILITY TO USE ANY PARTIES ASSETS OR RESULTING FROM A FORCE MAJEURE EVENT, AN ACT OF A THIRD PARTY OR OF NO FAULT ON ITS BEHALF, EVEN IF ADVISED OF THE POSSIBILITY THEREOF AND REGARDLESS OF WHETHER THE LIMITED REMEDIES IN THIS AGREEMENT FAIL OF THEIR ESSENTIAL PURPOSE. vendor’S SOLE AND EXCLUSIVE REMEDY FOR ANY CLAIM UNDER THIS AGREEMENT, WHETHER BASED ON CONTRACT, WARRANTY, NEGLIGENCE, TORT, OR OTHERWISE, IS TO CEASE USE OF THE SMARTBENCH SOFTWARE ASSETS.
7. Proprietary Rights and Licensing
   1. Fs.place acknowledges and agrees that the Vendor owns all right, title, and interest in and to the Vendor submissions and product.
   2. By submitting to fs.place, Vendor guarantees that they have all the appropriate rights to sell and license the containing intellectual property
8. Independent Development
   1. Vendor understands that SmartBench Software is in the business of developing and commercializing computer software programs, products, materials and services and that SmartBench Software may be developing, and may develop in the future, computer programs or other products, programs, materials or services which are similar to, and may otherwise compete with, Vendor Features or Designs. In addition, SmartBench Software may work with other software developers (either through fs.place or otherwise) whose products, programs, materials or services compete, or will compete with, Vendor submissions. Nothing in the terms of this Agreement or otherwise with respect to fs.place, shall limit or restrict SmartBench Software's right to develop, license, commercialize, distribute, market or otherwise exploit products, programs, services or materials that are the same as, similar to, or compete with Vendor Products. Vendor further understands and agrees that SmartBench Software will have no confidentiality obligations or restrictions whatsoever regarding any information that Vendor provides to SmartBench Software, either directly or indirectly, in connection with Vendor submissions, Vendor’s business or otherwise. Accordingly, Vendor should not disclose anything to any SmartBench Software that Vendor desires to keep confidential.