smartstructs.org [cite: 3]
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE SMARTSTRUCTS PLATFORM. [cite: 5] BY CREATING AN ACCOUNT, PURCHASING TOKENS, OR OTHERWISE ACCESSING THE SERVICE, YOU AGREE TO BE LEGALLY BOUND BY THESE TERMS IN THEIR ENTIRETY. [cite: 6] IF YOU DO NOT AGREE, YOU MUST IMMEDIATELY CEASE ALL USE OF THE PLATFORM. [cite: 7]
These Terms of Service ("Agreement" or "Terms") constitute a legally binding contract between you, the individual or legal entity accessing or using the SmartStructs platform ("User," "you," or "your"), and SmartStructs ("Company," "we," "us," or "our"), the operator of the structural analysis platform accessible at smartstructs.org (the "Platform" or "Service"). [cite: 9]
Your access to, registration with, or use of the Platform in any manner — including but not limited to browsing the Platform, creating an account, purchasing Tokens, or submitting any project for processing — constitutes your unconditional acceptance of and agreement to these Terms. [cite: 10] These Terms are effective immediately upon your first access to the Platform. [cite: 11]
You represent and warrant that you are at least eighteen (18) years of age and possess the full legal capacity and authority to enter into this Agreement. [cite: 12] If you are accessing the Platform on behalf of a corporation, partnership, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, and references to "you" shall include such entity. [cite: 13]
The Company reserves the right to modify, amend, or update these Terms at any time at its sole discretion. [cite: 14] Any material changes will be communicated to you by posting a notice on the Platform, sending an email to the address associated with your account, or by updating the effective date above. [cite: 15] Your continued use of the Platform following notice of any modification constitutes your acceptance of the revised Terms. [cite: 16] It is your responsibility to review these Terms periodically. [cite: 17]
These Terms, together with the Company's Privacy Policy and any additional guidelines or rules posted on the Platform, constitute the entire agreement between you and the Company with respect to the subject matter hereof and supersede all prior agreements, understandings, and negotiations, whether oral or written. [cite: 18]
SmartStructs provides a web-based platform that enables registered users to upload structural engineering files, blueprints, plans, drawings, and related technical documents (collectively, "Uploaded Materials") for automated structural analysis processing, generating structured analytical reports and outputs ("Reports"). [cite: 20] The Platform is intended for use by qualified professionals including, without limitation, structural engineers, civil engineers, architects, and construction professionals. [cite: 21]
THE PLATFORM IS AN ANALYTICAL TOOL AND DOES NOT CONSTITUTE, AND SHALL NOT BE CONSTRUED AS, PROFESSIONAL ENGINEERING ADVICE, STRUCTURAL CERTIFICATION, OR A SUBSTITUTE FOR THE SERVICES OF A LICENSED PROFESSIONAL ENGINEER. [cite: 22]
All Reports generated by the Platform are provided for informational and computational assistance purposes only. [cite: 23] The Company makes no representation that any Report constitutes a final structural determination or is suitable for submission to any regulatory authority without independent professional review and certification. [cite: 24]
The Company shall use commercially reasonable efforts to maintain the availability of the Platform; [cite: 25] however, the Company does not guarantee uninterrupted, error-free, or continuous access to the Service. [cite: 26] The Platform may be unavailable from time to time due to scheduled maintenance, unscheduled downtime, system upgrades, or circumstances beyond the Company's reasonable control. [cite: 27] The Company shall have no liability to you for any such interruption. [cite: 28]
The Company reserves the right, at its sole discretion and without prior notice, to modify, enhance, discontinue, or sunset any feature, functionality, or aspect of the Platform at any time. [cite: 29] Where the Company discontinues the Platform in its entirety, the Company will endeavor to provide not less than thirty (30) days' prior written notice to registered users, subject to the Token economy provisions in Section 3. [cite: 30]
A "Token" is a non-monetary, non-transferable, non-refundable infrastructure utility credit issued exclusively by the Company for use solely on the SmartStructs Platform. [cite: 33] Tokens are a proprietary mechanism by which the Company allocates computational and infrastructure resources necessary to process a User's structural analysis project and generate a Report. [cite: 34] Tokens are purely functional in nature and are subject to the following express limitations: [cite: 35]
One (1) Token is consumed per individual structural analysis project submitted to the Platform for processing. [cite: 43] A Token is deemed consumed and irrevocably deducted from your account balance at the moment the Platform initiates the processing of your submitted project, regardless of whether you are satisfied with the resulting Report. [cite: 44] The Company reserves the right to adjust the number of Tokens required for specific project types or feature sets upon reasonable notice. [cite: 45]
Tokens are made available for purchase in fixed bundles (including, without limitation, bundles of one (1), five (5), ten (10), and twenty (20) Tokens). [cite: 47] Bundle offerings and their associated pricing are displayed on the Platform at the time of purchase and are subject to change at the Company's sole discretion. [cite: 48] The Company operates exclusively on a pay-as-you-go model; no recurring subscription or automatic renewal of Token purchases exists. [cite: 49]
Tokens do not expire during the regular, ongoing operation of the Platform. [cite: 51] However, the Company expressly reserves the right to alter the Token economy, introduce expiration policies, modify Token values, or sunset the Service in whole or in part, subject to the following: [cite: 52]
The Platform does not utilize recurring subscription billing. All Token purchases are discrete, one-time transactions. [cite: 57] Your payment obligation arises solely at the point of purchase of a Token bundle. [cite: 58] The Company does not store payment card details; all payment data is handled exclusively by the Merchant of Record as described in Section 4. [cite: 59]
All financial transactions on the Platform, including but not limited to the purchase of Token bundles, are processed exclusively by Paddle.com Market Limited and its affiliated entities ("Paddle"). [cite: 61] Paddle serves as the Company's designated Merchant of Record for all transactions conducted through the Platform. [cite: 62]
As Merchant of Record, Paddle assumes exclusive and sole responsibility for the following: [cite: 63]
Your purchase of Tokens constitutes a transaction with Paddle, and you acknowledge that such purchase is subject to Paddle's own terms and conditions and privacy policy, which are available at Paddle's website (paddle.com). [cite: 69] The Company is not a party to the transaction between you and Paddle and assumes no responsibility for billing disputes, payment failures, or other transactional matters that fall within Paddle's scope of responsibility as Merchant of Record. [cite: 70]
Any disputes concerning the charges, amounts, currency, or taxes associated with your Token purchase must be directed to Paddle's customer support in the first instance. [cite: 71] The Company will cooperate reasonably with Paddle in resolving legitimate disputes but shall not be required to issue refunds or adjustments that are inconsistent with the Company's refund policy set out in Section 5. [cite: 72]
ALL SALES OF TOKENS ARE FINAL. THE COMPANY OPERATES A STRICT NO-REFUND POLICY. [cite: 74] ONCE A TOKEN BUNDLE PURCHASE HAS BEEN COMPLETED AND TOKENS HAVE BEEN ALLOCATED TO YOUR ACCOUNT, NO REFUNDS, CHARGEBACKS, REVERSALS, OR CREDITS WILL BE ISSUED EXCEPT AS EXPRESSLY PROVIDED IN SECTION 5.2 BELOW. [cite: 75]
Due to the immediate allocation of digital infrastructure resources, computational capacity, and backend processing assets upon Token issuance, all Token purchases are non-refundable. [cite: 76] The instantaneous nature of digital resource provisioning makes reversal of completed Token allocations technically and commercially impracticable. [cite: 77]
Notwithstanding the foregoing, in the event that: (a) a Token is deducted from your account balance; [cite: 78] and (b) the Platform fails to initiate processing or to deliver a Report solely as a direct result of a verified technical malfunction, error, or system failure attributable to the Company's infrastructure (a "Qualifying Technical Failure"), the Company may, in its sole and absolute discretion, credit your account with a replacement Token or equivalent account credit. [cite: 79] The following conditions apply to this exception: [cite: 80]
The initiation of an unauthorized chargeback or payment dispute with your financial institution or Paddle in circumvention of this refund policy may result in the immediate suspension or permanent termination of your account, the forfeiture of all remaining Tokens, and the pursuit of available legal remedies. [cite: 88]
You agree to use the Platform exclusively for lawful purposes and in strict accordance with these Terms and all applicable laws, regulations, and professional standards. [cite: 90] You shall not use the Platform in any manner that could damage, disable, overburden, or impair the Platform or interfere with any other party's use of the Platform. [cite: 91]
By uploading any file, blueprint, drawing, plan, or other material to the Platform, you expressly represent, warrant, and guarantee to the Company that: [cite: 92]
You acknowledge that the Company is not in a position to independently verify the provenance or ownership of Uploaded Materials and that the representations in this Section 6.2 are material inducements to the Company's provision of the Service. [cite: 97] Any breach of this warranty shall be deemed a material breach of these Terms. [cite: 98]
You shall not upload to the Platform any materials that: (a) are classified, restricted, or controlled under applicable export control or national security laws; [cite: 99] (b) constitute confidential government or defense-related information that you are not authorized to process on third-party commercial platforms; [cite: 100] (c) infringe any third-party intellectual property right, privacy right, or other proprietary right; [cite: 101] (d) contain malicious code, viruses, or any other harmful components; [cite: 102] or (e) you do not have the legal right to process as described in Section 6.2. [cite: 103]
You are solely responsible for the accuracy, completeness, and integrity of all Uploaded Materials and any information you provide to the Platform. [cite: 104] The Company is not responsible for errors in Reports arising from inaccurate, incomplete, or corrupted Uploaded Materials. [cite: 105]
You are solely responsible for maintaining the confidentiality of your account credentials and for all activities that occur under your account. [cite: 106] You agree to notify the Company immediately upon becoming aware of any unauthorized use of your account. [cite: 107] The Company shall not be liable for any loss or damage arising from your failure to comply with this Section. [cite: 108]
You agree to defend, indemnify, and hold harmless the Company, its officers, directors, employees, agents, licensors, and service providers from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses, or fees (including reasonable attorneys' fees) arising out of or relating to: (a) your breach of any representation, warranty, or obligation under these Terms; [cite: 109] (b) your use of the Platform; (c) your Uploaded Materials; (d) your violation of any applicable law or regulation; [cite: 110] or (e) any third-party claim that your Uploaded Materials infringe or misappropriate their rights. [cite: 111]
The Platform, including but not limited to its software, source code, algorithms, user interface, visual design elements, trademarks, service marks, trade names, logos, and all content created by or for the Company (collectively, "Company IP"), is owned exclusively by or licensed to SmartStructs and is protected by applicable intellectual property laws, including copyright, trademark, and trade secret law. [cite: 113] Nothing in these Terms shall be construed as granting you any right, title, or interest in or to any Company IP, except the limited license expressly granted herein. [cite: 114]
Subject to your compliance with these Terms and payment of applicable Token fees, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Platform solely for your own internal professional purposes and in accordance with these Terms. [cite: 115] This license does not include any right to: (a) sublicense, resell, or commercially exploit the Platform or any Report; [cite: 116] (b) reverse engineer, decompile, or disassemble any portion of the Platform; [cite: 117] (c) copy, reproduce, or create derivative works of any Company IP; [cite: 118] or (d) scrape, index, or systematically extract data from the Platform. [cite: 119]
As between you and the Company, you retain all right, title, and interest in and to your Uploaded Materials. [cite: 120] You hereby grant the Company a limited, non-exclusive, royalty-free, worldwide license to use, process, store, and transmit your Uploaded Materials solely to the extent necessary to provide the Service, generate Reports, and fulfill the Company's obligations under these Terms. [cite: 121] This license terminates upon the deletion of your Uploaded Materials from the Platform, subject to any applicable data retention requirements. [cite: 122]
Reports generated by the Platform in response to your specific project submissions are made available to you for your professional use. [cite: 123] The Company retains all intellectual property rights in the underlying algorithms, templates, and methodologies used to generate Reports. [cite: 124] The Company reserves the right to use anonymized, aggregated, and de-identified data derived from platform usage for purposes of service improvement, machine learning, and product development, provided that such use does not identify you or your Uploaded Materials. [cite: 125]
If you provide the Company with any suggestions, recommendations, feedback, or other input regarding the Platform or Service ("Feedback"), you hereby assign to the Company all right, title, and interest in and to such Feedback, and the Company shall be free to use such Feedback for any purpose without restriction or compensation to you. [cite: 126]
THE FOLLOWING PROVISIONS MATERIALLY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THIS SECTION CAREFULLY. [cite: 128]
THE PLATFORM AND ALL CONTENT, REPORTS, AND SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE," WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. [cite: 129] TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE. [cite: 130] THE COMPANY DOES NOT WARRANT THAT THE PLATFORM WILL BE UNINTERRUPTED, ERROR-FREE, SECURE, OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT ANY DEFECTS WILL BE CORRECTED. [cite: 131]
THE REPORTS GENERATED BY THE PLATFORM ARE COMPUTATIONAL OUTPUTS AND ARE NOT PROFESSIONAL ENGINEERING CERTIFICATIONS, STAMPED DRAWINGS, OR SUBSTITUTES FOR THE INDEPENDENT JUDGMENT OF A LICENSED STRUCTURAL ENGINEER. [cite: 132] THE COMPANY MAKES NO REPRESENTATION REGARDING THE FITNESS OF ANY REPORT FOR REGULATORY SUBMISSION, PERMIT APPLICATIONS, CONSTRUCTION DOCUMENTATION, OR ANY OTHER PROFESSIONAL PURPOSE. [cite: 133]
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY, ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR LICENSORS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO LOSS OF PROFITS, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COST OF SUBSTITUTE SERVICES, OR ANY OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM, EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. [cite: 134]
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE COMPANY'S TOTAL AGGREGATE LIABILITY TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATED TO THESE TERMS OR YOUR USE OF THE PLATFORM, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, STATUTE, OR OTHERWISE), SHALL NOT EXCEED THE TOTAL AMOUNT PAID BY YOU TO THE COMPANY FOR TOKENS IN THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. [cite: 135]
The parties acknowledge that the disclaimers and limitations of liability set forth in this Section 8 reflect a reasonable and fair allocation of risk between the parties and are an essential element of the basis of the bargain between the parties. [cite: 136] Without these limitations, the Company would not be able to provide the Platform at its current pricing or at all. [cite: 137]
Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages. [cite: 138] In such jurisdictions, the Company's liability shall be limited to the greatest extent permitted by applicable law. [cite: 139]
The Company reserves the right, at its sole discretion, to suspend or permanently terminate your access to the Platform at any time, with or without notice, for any reason, including but not limited to: [cite: 141]
Upon termination of your account for any reason: (a) the license granted to you in Section 7.2 shall immediately and automatically terminate; [cite: 147] (b) you shall immediately cease all use of the Platform; [cite: 148] (c) any unused Tokens remaining in your account shall be forfeited without compensation, except as may be required by applicable law; [cite: 149] and (d) the Company shall have no obligation to retain or provide you with access to your Uploaded Materials or Reports. [cite: 150]
You may terminate your account at any time by contacting the Company's support team. [cite: 151] Termination of your account will result in the forfeiture of all unused Tokens without refund. [cite: 152] Your termination of your account shall not entitle you to any refund of amounts paid for Tokens. [cite: 153]
The following Sections shall survive termination of your account and these Terms: Sections 6.3 (Indemnification), 7 (Intellectual Property), 8 (Limitation of Liability), 9.2 (Effect of Termination), 10 (Governing Law), and all definitions herein. [cite: 154]
These Terms shall be governed by and construed in accordance with the laws of the jurisdiction in which the Company is incorporated or registered, without regard to its conflict of law principles. To the extent local mandatory consumer protection laws require application of the laws of your jurisdiction, such laws shall apply only to the extent strictly required. [cite: 157]
The parties agree to attempt to resolve any dispute arising out of or relating to these Terms or the Platform informally in the first instance by contacting the Company's support team. [cite: 158] If the parties are unable to resolve the dispute within thirty (30) days of written notice, either party may pursue formal legal proceedings in the courts of competent jurisdiction as determined by Section 10.1. [cite: 159] You agree to submit to the personal jurisdiction of such courts for this purpose. [cite: 160]
TO THE EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT YOU MAY ONLY BRING CLAIMS AGAINST THE COMPANY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, OR REPRESENTATIVE PROCEEDING. [cite: 161]
If any provision of these Terms is found by a court of competent jurisdiction to be invalid, illegal, or unenforceable, such provision shall be modified to the minimum extent necessary to make it valid, legal, and enforceable, and the remaining provisions of these Terms shall continue in full force and effect. [cite: 162]
The Company's failure to enforce any right or provision of these Terms shall not constitute a waiver of such right or provision unless acknowledged and agreed to by the Company in writing. [cite: 163] A waiver in one instance shall not be construed as a waiver of any future instance. [cite: 164]
You may not assign or transfer your rights or obligations under these Terms without the Company's prior written consent. [cite: 165] The Company may freely assign these Terms in connection with a merger, acquisition, reorganization, sale of assets, or by operation of law. [cite: 166]
The Company shall not be liable for any failure or delay in performance resulting from causes beyond its reasonable control, including but not limited to acts of God, natural disasters, pandemic, war, terrorism, civil unrest, governmental action, power or telecommunications failures, or cyberattacks. [cite: 167]
Except with respect to Paddle's role as Merchant of Record as described in Section 4, these Terms do not create any third-party beneficiary rights. [cite: 168]
All notices, requests, or communications under these Terms should be directed to the Company at the contact information provided on the Platform at smartstructs.org. The Company will endeavor to respond to inquiries within a reasonable time. [cite: 170]
ACKNOWLEDGEMENT [cite: 171]
BY ACCESSING OR USING THE SMARTSTRUCTS PLATFORM, PURCHASING TOKENS, OR CLICKING ANY ACCEPTANCE BUTTON, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE LEGALLY BOUND BY THESE TERMS OF SERVICE IN THEIR ENTIRETY, INCLUDING ALL LIMITATIONS OF LIABILITY, DISCLAIMERS, AND THE NO-REFUND POLICY. [cite: 172]