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Shape Exchange is a Cloud Service of Diagraphics Inc.
These Terms were last updated on August 11, 2025
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If you signed a separate Cover Page to access the Product with the same account, and that agreement has not ended, the terms below do not apply to you. Instead, your separate Cover Page applies to your use of the Product.
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This Agreement is between Diagraphics Inc. and the company or person accessing or using the Product. This Agreement consists of:
If you are accessing or using the Product on behalf of your company, you represent that you are authorized to accept this Agreement on behalf of your company. By signing up, accessing, or using the Product, Customer indicates its acceptance of this Agreement and agrees to be bound by the terms and conditions of this Agreement.
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The key business terms of this Order Form are as follows:
| Framework Terms | This Order Form incorporates and is governed by the Framework Terms that are made up of the Key Terms below and the Common Paper Cloud Service Agreement Standard Terms Version 2.1, which are incorporated by reference. Any modifications to the Standard Terms made in the Cover Page will control over conflicts with the Standard Terms. Capitalized words have the meanings given in the Cover Page or the Standard Terms. |
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| Cloud Service | Shape Exchange |
| Order Date | As specified on the payment form completed by Customer |
| **Trial Period | |
| (if applicable)** | Provider may offer a free trial with certain subscription plans. If a free trial is available, the start date and duration of the trial will be indicated on the payment form completed by Customer. The Subscription Period will automatically start following the Trial Period. |
**Modifications to the Agreement that apply only to the Trial Period
-** Sections 6.3 (Representations & Warranties from Provider), 6.4 (Provider Warranty Remedy), and 9 (Indemnification) do not apply during the Trial Period
- Either party may immediately terminate the Agreement during the Trial Period for any or no reason by giving notice to the other party. | | Subscription Period | 1 month | | Cloud Service Fees | Customer will pay Provider the applicable Fees as indicated on their completed payment form. Provider may update Product pricing by giving at least 30 days notice to Customer (including by email or notification within the Product), and the change will apply in the next Subscription Period. | | Subscription Period | Automatic payment: Customer authorizes Provider to bill and charge Customer’s payment method on file Monthly for immediate payment or deduction without further approval. | | Non-Renewal Notice Period | At least 30 days before the end of the current Subscription Period. |
The key legal terms of this Agreement are as follows:
| Customer | The company or person who accesses or uses the Product. If the person accepting this Agreement is doing so on behalf of a company, all use of the word “Customer” in the Agreement will mean that company. |
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| Provider | Diagraphics Inc. |
| Effective Date | The date Customer first accepts this Agreement. |
| Governing Law | The laws of the State of New York |
| Chosen Courts | The state or federal courts located in New York County, New York |
| Covered Claims | Provider Covered Claims |
| Any action, proceeding, or claim that the Cloud Service, when used by Customer according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights. |
Customer Covered Claims Any action, proceeding, or claim that (1) the Customer Content, when used according to the terms of the Agreement, violates, misappropriates, or otherwise infringes upon anyone else’s intellectual property or other proprietary rights; or (2) results from Customer’s breach or alleged breach of Section 2.1 (Restrictions on Customer). | | General Cap Amount | The fees paid or payable by Customer to provider in the 12 month period immediately before the claim | | Notice Address | For Provider: [email protected] For Customer: The main email address on Customer’s account |