Last Updated: March 22, 2025
Introduction
These Terms of Service ("Terms") govern your access to and use of CNC Shop Manager software products and services. By accessing or using our Services, you agree to be bound by these Terms.
Acceptance of Terms
PLEASE READ THESE TERMS CAREFULLY BEFORE USING THE SOFTWARE. By installing, accessing, or using CNC Shop Manager software or services, you acknowledge that you have read, understood, and agree to be bound by these Terms. If you do not agree to these Terms, you must not access or use the Services.
You represent and warrant that: (i) you have the legal capacity to enter into these binding Terms; (ii) you are at least 18 years old; and (iii) your use of the Services does not violate any applicable law, regulation, or obligation you may have to a third party. If you are using the Services on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms.
License Grant
Subject to your compliance with these Terms and payment of applicable fees, we grant you a limited, non-exclusive, non-transferable license to access and use the Services during the applicable Subscription term.
Restrictions
You shall not:
- License, sublicense, sell, resell, transfer, assign, distribute, or otherwise commercially exploit the Services
- Modify, make derivative works of, disassemble, reverse compile, or reverse engineer any part of the Services
- Access the Services to build a competitive product or service
- Copy any features, functions, or graphics of the Services
Non-Duplication and Non-Competition
IMPORTANT LEGAL NOTICE: Any duplication, reproduction, or replication of CNC Shop Manager's software, services, features, functionalities, user interface, design elements, or business model is EXPRESSLY FORBIDDEN.
Users are strictly prohibited from:
- Creating, developing, or marketing any software or service that duplicates, imitates, or competes with CNC Shop Manager
- Utilizing knowledge gained from using our software to create similar or competing products
- Reverse engineering our software architecture, database structure, or proprietary algorithms
- Hiring or soliciting our employees or contractors to develop competing software
LEGAL CONSEQUENCES: Any violation of these prohibitions will result in immediate termination of your license and may subject you to litigation for copyright infringement, trade secret misappropriation, unfair competition, and other applicable legal claims. We will pursue all available legal remedies, including but not limited to injunctive relief, monetary damages, and recovery of legal costs.
You acknowledge that these restrictions are reasonable and necessary to protect CNC Shop Manager's legitimate business interests, including but not limited to its substantial investment in developing the software, its proprietary technology, trade secrets, and confidential information. The duration of these non-duplication and non-competition obligations shall extend for a period of five (5) years following the termination or expiration of your license.
If any portion of this Non-Duplication and Non-Competition section is found to be unenforceable by a court of competent jurisdiction, you agree that such court shall modify the terms to the minimum extent necessary to make such terms valid and enforceable, and the remaining provisions shall remain in full force and effect.
Intellectual Property Rights
All rights, title, and interest in and to the Services, including all intellectual property rights, are and will remain the exclusive property of CNC Shop Manager and its licensors.
Dispute Resolution and Arbitration
PLEASE READ THIS SECTION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
You and CNC Shop Manager agree that any dispute, claim, or controversy arising out of or relating to these Terms or the use of the Services will be settled by binding arbitration, except that each party retains the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation, or violation of a party's copyrights, trademarks, trade secrets, patents, or other intellectual property rights.
Waiver of Right to Sue in Court and Class Action Waiver: By using our Services, you acknowledge and agree that you and CNC Shop Manager are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Unless both you and CNC Shop Manager otherwise agree in writing, any arbitration will be conducted only on an individual basis and not in a class, collective, consolidated, or representative proceeding.
The arbitration will be administered by the American Arbitration Association ("AAA") in accordance with the AAA's Consumer Arbitration Rules in effect at the time the arbitration is initiated. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will have exclusive authority to resolve all disputes regarding the interpretation, applicability, or enforceability of this arbitration agreement.
Warranty Disclaimer
THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT.
Limitation of Liability
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL CNC SHOP MANAGER, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE.
UNDER NO CIRCUMSTANCES WILL CNC SHOP MANAGER BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.
IN NO EVENT SHALL OUR TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OF ACTION EXCEED THE AMOUNT YOU HAVE PAID CNC SHOP MANAGER IN THE LAST SIX (6) MONTHS, OR, IF GREATER, ONE HUNDRED DOLLARS ($100).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Michigan Law
These Terms will be governed by and construed in accordance with the laws of the State of Michigan, without giving effect to any principles of conflicts of law. You agree that any action at law or in equity arising out of or relating to these Terms shall be filed only in the state or federal courts located in Oakland County, Michigan, and you hereby consent and submit to the personal jurisdiction of such courts for the purposes of litigating any such action.
Entire Agreement and Severability
These Terms constitute the entire agreement between you and CNC Shop Manager regarding the Services and supersede all prior and contemporaneous agreements, proposals, or representations, written or oral, concerning its subject matter.
If any provision of these Terms is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of these Terms shall remain in effect.
Your rights and obligations under these Terms are not assignable, transferable, or sublicensable without CNC Shop Manager's prior written consent. CNC Shop Manager may assign, transfer, or delegate any of its rights and obligations hereunder without your consent.
No waiver by either party of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. No failure to exercise, or delay in exercising, any right, remedy, power, or privilege arising from these Terms shall operate or be construed as a waiver thereof.
Contact Us
If you have any questions about these Terms, please contact us at legal@cncshopmanager.com.
