Terms of Use

1. Acceptance and eligibility

These Terms of Use (the “Terms”) form a binding agreement between you (or the institution on whose behalf you act) and Texadera (“Texadera”, “we”, “us” or “our”) governing access to and use of the TexaCAD web application, desktop software, website and associated services (the “Services”). By accessing or using the Services, you acknowledge that you have read, understood and agree to be bound by these Terms.

If you accept these Terms on behalf of an institution, you represent that you have authority to bind that institution. Where a separately executed order form, proposal or master agreement exists, its terms prevail over these Terms to the extent of any conflict.

2. Definitions

“Institution” means a college, university or other educational organisation holding a Site License. “Authorised User” means an employee, instructor or enrolled student of an Institution permitted to use the Services under that licence. “Student Pass” means an individual subscription purchased by a student. “Customer Content” means drawings, models, files and other materials created, uploaded or stored through the Services. “Provenance Data” means authorship, contribution, export and replay records generated by the Services.

3. Licence grant and restrictions

Subject to these Terms and payment of applicable fees, Texadera grants a limited, non-exclusive, non-transferable, non-sublicensable, revocable licence to access and use the Services for internal educational and academic purposes during the subscription term.

You shall not, and shall not permit others to, copy, modify or create derivative works of the Services; reverse engineer, decompile or attempt to derive source code except to the extent such restriction is prohibited by law; circumvent technical, licensing or provenance controls; resell, lease or provide the Services to third parties; use the Services to build a competing product; or interfere with the integrity or performance of the Services.

4. Institutional Site Licenses, fees and taxes

Site Licenses are offered on an annual, flat-fee basis as set out in the applicable proposal or order form, and cover the departments and Authorised Users specified therein. Unless otherwise agreed in writing, invoices are payable within thirty (30) days of the invoice date in the currency stated, without set-off or deduction.

Fees are exclusive of applicable taxes, duties and levies, which are the responsibility of the Institution except for taxes based on Texadera’s net income. Late amounts may accrue interest at the lesser of one percent (1%) per month or the maximum rate permitted by law. Texadera may suspend access for undisputed overdue amounts following reasonable written notice.

5. Student Passes

Student Passes are personal to the purchaser, may not be shared, and are available to individuals who can reasonably demonstrate current student status. Subscriptions renew at the selected interval until cancelled, and cancellation takes effect at the end of the then-current billing period. Except where required by applicable consumer law, fees are non-refundable. Bundled companion tools are provided subject to their own applicable terms.

6. Academic integrity features

The Services generate Provenance Data to assist instructors and Institutions in evaluating the authenticity of student work. Such data is informational, may be incomplete where work was created outside the Services, and is not a determination of misconduct. The Institution is solely responsible for its academic integrity policies, for informing students that provenance tracking is active, for lawful use of Provenance Data, and for any decisions made in reliance on it.

7. Customer Content and intellectual property

As between the parties, you retain all right, title and interest in Customer Content. You grant Texadera a worldwide, non-exclusive, royalty-free licence to host, process, transmit and display Customer Content solely as necessary to provide, secure and support the Services and to generate Provenance Data.

Texadera and its licensors retain all right, title and interest in the Services, including all software, interfaces, trademarks, documentation and improvements. Feedback you provide may be used By Texadera LLC without restriction or obligation. No rights are granted except as expressly stated in these Terms.

8. Acceptable use

You shall not use the Services to violate applicable law or third-party rights; upload malicious code; attempt unauthorised access to systems or data; impersonate another person or misrepresent authorship; submit another person’s work as your own; or use the Services in any manner that is harassing, deceptive or harmful. Texadera may investigate suspected violations and suspend or restrict access where reasonably necessary to protect the Services, other users or third parties.

9. Confidentiality

Each party shall protect the other’s non-public business, technical and pricing information (“Confidential Information”) using at least the degree of care it applies to its own similar information, and no less than reasonable care, and shall use it only to perform or exercise rights under these Terms. These obligations do not apply to information that is public through no fault of the recipient, independently developed, rightfully received from a third party, or required to be disclosed by law, provided that reasonable prior notice is given where lawful.

10. Data protection

Our handling of Personal Data is described in the Privacy Policy, which is incorporated into these Terms by reference. Where Texadera processes Personal Data on behalf of an Institution, the parties shall comply with applicable data protection laws and, where required, the data processing terms agreed between them.

11. Availability, support and updates

Texadera will use commercially reasonable efforts to make the Services available and to provide support during published business hours. The Services may be modified, updated or temporarily unavailable due to maintenance, upgrades, third-party outages or events beyond our reasonable control. We may discontinue or replace features provided that the core functionality licensed under an active subscription is not materially reduced during the paid term.

12. Disclaimer of warranties

Except as expressly stated in a signed agreement, the Services are provided “as is” and “as available”. To the maximum extent permitted by law, Texadera disclaims all warranties, whether express, implied or statutory, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, and any warranty that the Services will be uninterrupted, error-free or that outputs, including engineering drawings and provenance indicators, will be accurate or suitable for any specific professional, safety-critical or manufacturing purpose.

13. Limitation of liability

To the maximum extent permitted by law, neither party shall be liable for indirect, incidental, special, consequential, exemplary or punitive damages, or for loss of profits, revenue, goodwill or data, arising out of or relating to these Terms, even if advised of the possibility of such damages.

Texadera’s aggregate liability arising out of or relating to these Terms shall not exceed the fees paid or payable by the relevant customer for the Services during the twelve (12) months preceding the event giving rise to the claim. Nothing in these Terms excludes liability that cannot be excluded under applicable law.

14. Indemnification

The Institution (or, for Student Passes, the individual user) shall defend and indemnify Texadera against third-party claims arising from Customer Content, from use of the Services in breach of these Terms, or from decisions taken in reliance on Provenance Data without independent academic review, subject to prompt notice, reasonable cooperation and control of the defence by the indemnifying party.

15. Term and termination

These Terms apply from first access until terminated. Either party may terminate for material breach that remains uncured thirty (30) days after written notice. Texadera may suspend or terminate access immediately where required by law or to prevent material harm to the Services or other users. On termination, licences end, outstanding fees become due, and Texadera will make Customer Content reasonably available for export for a limited period before deletion in accordance with its retention schedule. Provisions that by nature should survive, including those on intellectual property, confidentiality, disclaimers, liability and governing law, will survive.

16. Governing law and dispute resolution

These Terms are governed by the laws of the jurisdiction of the contracting Texadera entity identified in the applicable order form or proposal, without regard to conflict-of-laws principles. The parties shall first attempt to resolve any dispute through good-faith negotiation between senior representatives. Unresolved disputes shall be submitted to the exclusive jurisdiction of the competent courts of that jurisdiction, except that either party may seek injunctive relief to protect its intellectual property or Confidential Information in any court of competent jurisdiction.

17. General provisions

Neither party may assign these Terms without the other’s prior written consent, except to a successor in a merger, acquisition or sale of substantially all relevant assets. Neither party is liable for delay or failure caused by events beyond its reasonable control. If any provision is held unenforceable, the remainder continues in effect. A failure to enforce a provision is not a waiver. These Terms, together with any order form and the Privacy Policy, constitute the entire agreement regarding the Services. Notices shall be in writing and delivered to the contact details on the order form or, for Texadera, to info@texadera.top. We may revise these Terms by posting an updated version or notifying you, and continued use after the effective date constitutes acceptance.

18. Contact

Questions about these Terms may be sent to info@texadera.top with the subject line “Terms”.