Terms of Service and End User License Agreement

1. Definitions

"zCAD.Online" means our browser-based, cloud-native 3D CAD modeling service.

"zCAD.AI" means the artificial intelligence features made available through the Services, including features that generate, modify or analyze models, drawings, text or other content in response to your inputs.

"User Content" means the models, designs, drawings, files, data, text, images and other content that you create, upload, import or store using the Services, including content you create during free use of the Services.

"Input" means prompts, parameters, files or other material you submit to zCAD.AI; "Output" means content generated by zCAD.AI in response to your Input. Output that you save to your workspace forms part of your User Content.

"Public Model Library" means the publicly accessible area of the Services where public User Content is published, indexed and made available for viewing and copying by other users and visitors.

"Free Plan" means the free-of-charge subscription tier; "Paid Plan" means any paid subscription tier described on our pricing page at https://www.zcad.ai/pricing.

"Documentation" means the user guides, help articles and technical documentation we make available for the Services.

2. Eligibility and Account Registration

2.1 Eligibility. You must be at least 13 years of age to use the Services. If you are under 18 years of age (or the age of majority in your jurisdiction, if higher), you may use the Services only with the consent of your parent or legal guardian, who must review and agree to this Agreement on your behalf and is responsible for your use of the Services. You must be at least 18 years of age and capable of forming a binding contract to purchase a Paid Plan. You may not use the Services if you are barred from doing so under applicable law, including applicable export control and sanctions laws (see Section 16).

2.2 Registration. You may register for an account using your email address or by signing in through a supported third-party identity provider such as Google. If you register through Google, your use of Google sign-in is also subject to Google's own terms and privacy policy, and you authorize us to receive certain account information from Google as described in our Privacy Policy.

2.3 Account Security. You must provide accurate and complete registration information and keep it up to date. Each account is for a single individual user; account credentials may not be shared. You are responsible for maintaining the confidentiality of your credentials and for all activities under your account, and you must notify us promptly at contact@zcad.ai of any unauthorized use or suspected security breach.

3. License Grant

3.1 Subject to your compliance with this Agreement and payment of any applicable fees, ZIXEL grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license during the term of this Agreement to access and use the Services through a supported web browser, and to use the Documentation, in each case for your own internal purposes and in accordance with your subscription plan.

3.2 The Services are provided as a hosted, software-as-a-service offering. Except for any client-side code delivered to your browser in the ordinary course of using the Services, no software is licensed for installation, and nothing in this Agreement grants you any rights to the source code of the Services.

4. Service Plans; Free Plan

4.1 Free Plan. Upon registration, you may use zCAD.Online or zCAD.AI free of charge under the Free Plan. The Free Plan is subject to the feature, storage, usage and other limits described on our website, which we may modify from time to time. All User Content created or stored under the Free Plan is public, as described in Section 6.3.

4.2 Paid Plans. Paid Plans include the features described on our pricing page or in your order, including the ability to set User Content to private. Plan features and limits are as described at the time of your purchase or renewal.

4.3 zCAD.AI Usage. zCAD.AI features may be subject to usage allowances, credits or rate limits that vary by plan, as described on our website.

4.4 Beta Features. We may make early-access, beta or experimental features available. Such features are provided "as is", may be modified or discontinued at any time, and may be subject to additional terms.

4.5 Changes to the Services. We are continuously improving the Services and may add, modify or discontinue features. If we make a change that materially reduces the core functionality of a Paid Plan during a paid term, we will notify you, and your remedy is set out in Section 17.

5. Fees, Payment and Renewal

5.1 Fees. Fees for Paid Plans are stated on our pricing page or in your order and are exclusive of taxes. You are responsible for all applicable taxes, duties and withholdings (including GST/VAT/sales tax), other than taxes on our net income.

5.2 Payment Processing. Payments are processed by our third-party payment processor, Stripe. We do not store your full payment card details. Your payment is also subject to Stripe's terms.

5.3 Auto-Renewal. Unless otherwise stated at checkout, Paid Plans renew automatically at the end of each billing period at the then-current rates, until cancelled. You may cancel at any time with effect from the end of the current billing period through your account settings.

5.4 Refunds. Except where required by applicable law or expressly stated in the refund policy published on our website, fees are non-refundable and payment obligations are non-cancellable.

5.5 Effect of Downgrade or Expiry. If your Paid Plan expires, is cancelled or is downgraded to the Free Plan, User Content that you had set to private remains private and will not be published to the Public Model Library without your express action. While you are on the Free Plan, you may continue to access and export such private content, but paid features applicable to it (including creating new private content) are subject to the limits of your current plan.

6.1 You Own Your Content

6.1 You Own Your Content. As between you and ZIXEL, you retain all right, title and interest, including all intellectual property rights, in and to your User Content. This applies equally to User Content created during free use of the Services: ownership of models you create on the Free Plan remains with you. Nothing in this Agreement transfers ownership of your User Content to ZIXEL.

6.2 License to ZIXEL

License to ZIXEL. You grant ZIXEL a worldwide, non-exclusive, royalty-free license to host, store, reproduce, transmit, display, back up, adapt (for technical purposes such as format conversion and rendering) and otherwise process your User Content solely as necessary to provide, secure, maintain and improve the Services, to comply with law, and as otherwise permitted by this Agreement and our Privacy Policy.

6.3 Public Model Library — Free Plan Content Is Public

Public Model Library — Free Plan Content Is Public. All User Content created or stored under the Free Plan is published in the Public Model Library by default. This means that:

1. (a) your User Content, together with its title, description, preview images and your public display name, is visible to and searchable by any user or visitor of the Services and may be indexed by search engines;
2. (b) you grant to each user of the Services a non-exclusive, worldwide, royalty-free license to view, download and copy your public User Content into their own workspaces and to use, modify and build upon it for non-commercial purposes only (such as learning, research, evaluation and personal projects), provided that reasonable attribution to you (by display name) is preserved where the Services make attribution available. Any commercial use of your public User Content by another user requires your separate permission;
3. (c) if you later delete public User Content or make it private (after upgrading to a Paid Plan), it will be removed from the Public Model Library, but copies that other users have already made in accordance with this Agreement are not affected.

Notice on Public Disclosure

Do not store confidential, proprietary or personal-data-containing designs on the Free Plan. If you require confidentiality, subscribe to a Paid Plan and set your content to private before storing it.

6.4 Private Content

Private Content. Users on Paid Plans may designate User Content as private. We will not access, use or disclose private User Content except (a) as necessary to provide, secure and maintain the Services (including automated processing such as storage, rendering, backup and virus scanning); (b) to provide support at your request; (c) as required by law or legal process; or (d) with your consent.

6.5 Your Responsibilities

Your Responsibilities. You are solely responsible for your User Content and Inputs. You represent and warrant that you have all rights necessary to submit them and to grant the licenses in this Section 6, and that they do not infringe or misappropriate any third-party rights or violate any law, including export control laws applicable to technical data.

6.6 Feedback

Feedback. If you provide suggestions or feedback about the Services, we may use them without restriction or obligation to you.

6.7 IP Complaints

IP Complaints. We respect intellectual property rights and will respond to notices of alleged infringement that comply with applicable law. Notices may be submitted to contact@zcad.ai. We may remove or disable access to content alleged to be infringing and may terminate the accounts of repeat infringers.

7. zCAD.AI — Additional Terms

7.1 Nature of AI Output. zCAD.AI uses machine-learning models to generate Output. Output is probabilistic and may be inaccurate, incomplete, or unsuitable for your purpose. Similar or identical Output may be generated for other users, and no exclusivity in Output is granted or implied.

7.2 Ownership of Output. As between you and ZIXEL, and to the extent permitted by applicable law, you own the Output you generate, subject to third-party rights and to the terms of this Agreement (including Section 6.3 if the Output is saved as Free Plan User Content, in which case it is public).

7.3 Use Restrictions. You must not use zCAD.AI to (a) generate content that is unlawful, infringing, deceptive or harmful; (b) misrepresent Output as solely human-created where disclosure is required by law; (c) develop or train a competing machine-learning model using Output at scale; or (d) attempt to extract the underlying models, weights or training data.

7.4 Engineering Judgment Required. Output is provided for design assistance only and is not professional engineering advice. You must independently review, validate and test any Output before relying on it for manufacturing, structural, safety-critical or other real-world applications. You are solely responsible for products manufactured from your designs.

7.5 Model Training. We do not use your private User Content, or your Inputs associated with private content, to train generalized AI models without your explicit consent. We may use public User Content published in the Public Model Library, together with de-identified and aggregated usage data, to develop, evaluate and improve the Services, including training and fine-tuning the models underlying zCAD.AI. By publishing User Content to the Public Model Library, you grant ZIXEL a non-exclusive, worldwide, royalty-free license to use such content for these purposes. You may opt out of the use of your public User Content for AI training at any time through your account settings; an opt-out takes effect prospectively from the time it is applied and does not affect models already trained.

7.6 Sub-Processors. zCAD.AI may be delivered using third-party model providers and infrastructure. Such providers process Inputs and Outputs on our behalf under contractual confidentiality and data-protection obligations, as described in our Privacy Policy.

8. Acceptable Use

You shall not, and shall not permit any third party to:

1. (a) copy, modify, translate or create derivative works of the Services or Documentation, except as expressly permitted;
2. (b) reverse engineer, decompile, disassemble or otherwise attempt to derive the source code, models or algorithms of the Services, except to the extent such restriction is prohibited by applicable law;
3. (c) sell, resell, rent, lease, sublicense, distribute or otherwise commercially exploit the Services, or provide the Services to third parties as a service bureau or managed service;
4. (d) remove, obscure or alter any proprietary notices in the Services or Documentation;
5. (e) circumvent or attempt to circumvent usage limits, metering, authentication or security controls, or access the Services by any automated means (including scraping or bulk downloading of the Public Model Library) except through interfaces we make available;
6. (f) upload or transmit malicious code, or use the Services to store or distribute unlawful, infringing, defamatory, obscene or otherwise objectionable material;
7. (g) use the Services to design, develop or produce weapons (including firearms and their components), or any items in violation of applicable law, including applicable export control regulations;
8. (h) interfere with or disrupt the integrity or performance of the Services, conduct load testing or security testing without our prior written consent, or use the Services for cryptocurrency mining or similar resource abuse; or
9. (i) access the Services to build a competing product, or perform benchmarking for publication without our prior written consent.

9. ZIXEL Intellectual Property

The Services, the Documentation, and all software, models, algorithms, interfaces, designs, and content provided by ZIXEL (excluding your User Content), together with all related intellectual property rights, are and remain the exclusive property of ZIXEL and its licensors. "zCAD", the zCAD logo and related marks are trademarks of ZIXEL. No rights are granted to you except as expressly set out in this Agreement.

10. Third-Party Services

The Services may interoperate with third-party services such as Google sign-in, payment processors, and cloud infrastructure providers. Your use of third-party services is governed by their own terms and privacy policies, and we are not responsible for third-party services. If a third-party service ceases to be available to us on reasonable terms, we may cease providing the related functionality without liability.

11. Privacy

Our collection and processing of personal data in connection with the Services is described in the zCAD Privacy Policy available at https://www.zcad.ai/privacy, which is incorporated into this Agreement by reference.

12. Term, Suspension and Termination

12.1 Term. This Agreement takes effect when you first accept it and continues until terminated in accordance with this Section.

12.2 Termination by You. You may stop using the Services and delete your account at any time through your account settings.

12.3 Suspension and Termination by ZIXEL. We may suspend or terminate your access to all or part of the Services, with notice where practicable, if (a) you materially breach this Agreement; (b) your use poses a security risk or may harm the Services, other users or third parties; (c) required by law; or (d) fees due are not paid.

12.4 Effect of Termination. Upon termination, your license to use the Services ends. For a period of 30 days after termination (except termination for your material breach or where prohibited by law), we will make reasonable efforts to allow you to export your User Content in a standard format. Thereafter we may delete your User Content in accordance with our Privacy Policy and data retention practices. Termination does not affect copies of your public User Content already made by other users under Section 6.3.

12.5 Survival. Sections 6.1, 6.6, 6.7, 7.2 – 7.4, 8, 9, 12.4, 12.5, 13, 14, 15, 16, 18 and 19 survive termination.

13. Disclaimer of Warranties

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES, DOCUMENTATION AND ALL OUTPUT ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, ACCURACY OR UNINTERRUPTED OR ERROR-FREE OPERATION. WE DO NOT WARRANT THAT THE SERVICES OR OUTPUT WILL MEET YOUR REQUIREMENTS OR BE SUITABLE FOR ANY ENGINEERING, MANUFACTURING OR SAFETY-CRITICAL PURPOSE. NOTHING IN THIS AGREEMENT EXCLUDES OR LIMITS ANY WARRANTY OR RIGHT THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW, INCLUDING ANY NON-EXCLUDABLE CONSUMER RIGHTS.

14. Limitation of Liability

14.1 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER PARTY SHALL BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, GOODWILL, BUSINESS INTERRUPTION, OR LOSS OR CORRUPTION OF DATA, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

14.2 TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ZIXEL'S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES SHALL NOT EXCEED THE GREATER OF (A) THE AMOUNTS ACTUALLY PAID BY YOU TO ZIXEL FOR THE SERVICES IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, AND (B) ONE HUNDRED SINGAPORE DOLLARS (SGD 100).

14.3 Nothing in this Agreement excludes or limits liability for death or personal injury caused by negligence, fraud or fraudulent misrepresentation, or any other liability that cannot be excluded or limited under applicable law.

15. Indemnification

You will defend, indemnify and hold harmless ZIXEL and its affiliates, officers, employees and agents from and against any third-party claims, and related losses, liabilities, costs and expenses (including reasonable legal fees), arising out of or relating to (a) your User Content or Inputs; (b) your use of the Services or Output in violation of this Agreement or applicable law; or (c) products you design, manufacture or distribute using the Services.

16. Export Control and Sanctions

The Services and technical data available through them may be subject to export control and sanctions laws of Singapore, the United States, the European Union and other jurisdictions. You represent that you are not located in, organized under the laws of, or ordinarily resident in any country or region subject to comprehensive sanctions, and that you are not a sanctioned or restricted party. You must not use the Services in violation of such laws, and you are responsible for determining whether your own User Content constitutes controlled technical data and for complying with any restrictions applicable to it, including before publishing it to the Public Model Library.

17. Changes to this Agreement

We may update this Agreement from time to time. If a change is material, we will provide notice at least 30 days in advance by email or prominent in-Service notice before it takes effect (except that changes required by law or addressing new features may take effect sooner). Your continued use of the Services after the effective date constitutes acceptance of the updated Agreement. If you do not agree to an updated Agreement, you must stop using the Services and may cancel your subscription; if a material change adversely affects a Paid Plan you have already paid for, you may terminate the affected subscription and we will refund the pro-rated, unused portion of prepaid fees.

18. Governing Law and Dispute Resolution

18.1 Governing Law. This Agreement and any dispute or claim arising out of or in connection with it (including non-contractual disputes) are governed by the laws of the Republic of Singapore, excluding its conflict-of-laws rules. The United Nations Convention on Contracts for the International Sale of Goods does not apply.

18.2 Arbitration. Any dispute arising out of or in connection with this Agreement, including any question regarding its existence, validity or termination, that is not resolved through good-faith negotiation within thirty (30) days shall be referred to and finally resolved by arbitration administered by the Singapore International Arbitration Centre ("SIAC") in accordance with the Arbitration Rules of SIAC for the time being in force, which rules are deemed incorporated by reference into this clause. The seat of arbitration shall be Singapore, the tribunal shall consist of one arbitrator, and the language of the arbitration shall be English. The award shall be final and binding on the parties.

18.3 Consumer Rights. If you are a consumer, nothing in this Section deprives you of any mandatory protection, forum or remedy afforded to you under the laws of your country of habitual residence.

18.4 Injunctive Relief. Either party may seek interim or injunctive relief from a court of competent jurisdiction to protect its intellectual property or confidential information.

19. Miscellaneous

19.1 Entire Agreement. This Agreement, together with the Privacy Policy and any order or plan terms, constitutes the entire agreement between the parties regarding the Services and supersedes all prior agreements on that subject.

19.2 Assignment. You may not assign this Agreement without our prior written consent. We may assign this Agreement to an affiliate or in connection with a merger, acquisition, or sale of assets, with notice to you.

19.3 Severability; Waiver. If any provision is held unenforceable, the remainder remains in effect, and the provision will be enforced to the maximum extent permissible. Failure to enforce a provision is not a waiver.

19.4 Force Majeure. Neither party is liable for delay or failure to perform (other than payment obligations) due to causes beyond its reasonable control.

19.5 Notices. We may provide notices by email to the address associated with your account or through the Services. Legal notices to ZIXEL must be sent to contact@zcad.ai and to our registered office.

19.6 Language. This Agreement is drafted in English. Any translation is provided for convenience only; the English version prevails to the extent permitted by law.

20. Contact

ZIXEL TECHNOLOGIES PTE. LTD.

6 Raffles Quay, #14-06, Singapore 048580

Email: contact@zcad.ai | Website: www.zcad.ai

Acknowledgement

By clicking "Agree" or "Sign Up", or by using the Services, I confirm that I have read and understood this Agreement and agree to be bound by its terms, including the public-by-default treatment of Free Plan content described in Section 6.3.