TERMS AND CONDITIONS OF USE:

1. OBJECTIVE

1.1. The present contract regulates the conditions for the provision of the textura.ai service by Seddi Inc.

Accepting these general service conditions means THE USER or “acceptor” of these general service conditions, on behalf of the user and the user’s organization (both referred to herein as the “user”) expressly and unreservedly accepts the contractual conditions for the service, therein the present conditions of use, and is obliged and subject to compliance with the terms of this contract. The acceptor states and guarantees they are of age, having the capacity and rights or sufficient powers to accept this contract in their name or on behalf of the body or legal person in whose interest they are acting, in addition that all the information supplied is true, full and current.

1.2. Textura.ai is a comprehensive and adaptable solution for generating 3D digital textiles in the cloud. Notwithstanding the general matters detailed in this document, the specific features and scope of the service depend on the mode contracted by the user in each individual case and are described in full on the Textura.ai Inc.com website.

2. ACCESS & CONFIGURATION

2.1. Access to Textura.ai is through a URL address (with access from app.textura.ai) and by means of a user name and password. Equally, various users, passwords and rights of access may be established to the same in accordance with user needs; just as systems and tools may be implemented to prevent unauthorized access to the platform or to keep the surroundings secure.

2.2. The user assumes responsibility for the safekeeping and confidentiality of their user identification and passwords. Should the user not do so, they shall be liable for all consequences or damages caused by fraudulent use or misuse of their identification and/or passwords.

2.3. There is no limitation in geography or timezone in terms of system access, operational 24 hours a day and 365 days a year. However, it must be borne in mind that the quality and speed of access are, largely, dependent on the computing equipment, telecommunications supplier and network connection.

2.4. A personal computer, terminal or device with an Internet connection and a current Safari/Firefox/Chrome browser are required to access and operate Textura.ai. Likewise, one must configure the browser to accept cookies, which can be eliminated manually upon concluding the corresponding session. The service is available on mobile devices but is not optimized for such use.

3. USAGE RESTRICTIONS & DUTY OF SAFEKEEPING

3.1. By means of this document, the user acquires usage rights to Textura.ai and all the elements, components and modules contracted. This license shall be exclusive, non-transferable and without geographical limits. This transfer means usage rights are attributed for the same, while Seddi Inc retains full exploitation rights.

3.2. The user is committed to using textura.ai in accordance with the law, this contract and with generally accepted morals and good customs and public order, and to protecting and safekeeping the service and all its elements. The rights acquired through this contract may not at any time be ceded or transferred to a third party, nor may they allow textura.ai to be used by third parties, aside from in the specially designated cases. In short, use of textura.ai for any other purpose than the needs given in this contract is strictly forbidden. The user may not, including but not limited to, pursue acts of reverse engineering, modification, downloading, commercializing, copying or transferring to any person or entity part or all of any of the elements or versions of Seddi Inc.

3.3. The user is obliged to refrain from using textura.ai for illicit purposes or effects, counter to that detailed in the present contract, adversely affecting the rights and interests of Seddi Inc, or in any way damaging, disabling, overloading or deteriorating textura.ai or impeding normal use and enjoyment of the same by other users.

3.4. The user shall be liable for any breach committed by their dependents or for which cause there has knowingly been direct or indirect access to textura.ai.

4. INTELLECTUAL & INDUSTRIAL PROPERTY

4.1. Textura.ai and its constituent elements belong exclusively to the Seddi Inc, and are protected by the international legislation and treaties on intellectual property, which include, but are not limited to, any of its versions or modules, source or object code, graphical user interface, databases, structure, design, images, sounds, text, manuals, diagrams or other components. Failure to meet the provisions of the applicable legislation and the present conditions shall entail the exercising of the corresponding civil or penal actions for infringement of rights. In said case, aside from the compensation which may accrue from the preceding acts, the user is committed to defraying all costs arising from exercising the corresponding actions, including the fees charged by the lawyer and court prosecutor even should their involvement prove not to be mandatory.

Any data or information input by the user into textura.ai (“User Data”) is excluded from the above; ownership of the same corresponds exclusively to the user. In any case, the Seddi Inc, guarantees the possibility of recovering said information, should the user not be able to do so by their own means in a period no greater than twenty days.

The user grants, and warrants that the user has all necessary rights to grant, to Seddi Inc a non-exclusive, worldwide, irrevocable, transferable, sublicensable (through multiple tiers), fully paid-up, royalty-free right and license to use, copy store, transmit, modify, and display the User Data in order to: (a) provide the Seddi Inc products and services to the user; (b) perform such other actions as authorized or instructed by the user in writing (email to suffice); and (c) in the case the user is using a pilot, trial or free license of Textura.ai, to use such User Data for Seddi Inc’s business purposes. The user will indemnify and hold harmless SEDDI in the event of any third-party claim alleging that the User Data infringes, misappropriates or violates any third-party intellectual property rights or other rights.

4.2. Textura.ai as a designation or name, in addition to the logotypes or initials included therein, comprise trademarks or are protected as industrial property. Use of the same is authorised only when explicit and fair mention is made of the products or services belonging to Seddi Inc; this does not constitute the granting of any property rights over this latter.

4.3. The domain name textura.ai, the ‘Textura” brand and the general contents of this website are protected by the international legislation and treaties on copyright and industrial property and by the regulations on domain names. All rights are reserved with regard to the preceding point, in particular those of copying, transforming, distributing and public communications in full or in part, except those minimal acts required to access and view this website.

Any further use of the aforementioned contents that is not expressly authorized in this document or in the Service Conditions or in any case where there is no direct link to this website shall be considered illicit and worthy of prosecution.

5. PERSONAL DATA PROTECTION

5.1. Pursuant to the legislation on personal data protection, the user owns and is responsible for the third party personal data input into textura.ai; the obligation of this latter is the management of the data and the processing required, compliance with disclosure duties, request for consent to process or transfer data, implementation of security measures and all other legal, organisational or technical requirements under said legislation.

5.2. The user authorizes, Seddi inc to access the information that the former inputs into Seddi Inc to configure or adapt it, in addition to being used to resolve possible incidents.

5.3. Seddi Inc shall be considered responsible for processing the data under the terms and conditions established in applicable data protection legislation, notwithstanding their obligations as data processor with regard to the personal data belonging to the user, their workforce or hired employees and partners, which shall be processed for the fiscal, administrative and accounting management of their activities. Accordingly, the Seddi inc shall process the data with the single purpose of providing the service that is the object of this contract, maintaining all due confidentiality, not being permitted to communicate the same to third parties, except for the singular purpose of storing or conserving the data in their servers. In this latter case, the Seddi Inc is committed to establishing the same conditions as in the present clause with this subcontracted body; in any event, the Seddi Inc shall answer singularly to the user on the safekeeping, processing, usage and organisational and technical measures in place.

The above shall not be applicable when the user databases and documentation are stored on their own serves or controlled by this latter (hybrid cloud). In these cases, the user must authorise the running of textura.ai and its connection to their servers; in all events, the user is responsible for any event that may affect the storage, safekeeping, availability or running of the corresponding data.

5.4. With regard to the aforementioned data, the Seddi Inc is committed to implementing the security measures necessary to ensure the security of the personal data and prevent them from being altered, lost, stolen, processed or accessed without authorization, in view of the state of the technology, the nature of the data stored and the risks to which the data is exposed, whether through human action or physical or natural means.

5.5. Should the present contract be terminated, the data shall be blocked, access to them impeded, and will be available to the relevant legal or administrative authorities under the terms of the current legislation and for the limitation period for liabilities arising from data processing.

5.6. The parties are mutually committed to maintaining utmost secrecy with regard to the Confidential Information obtained for the purposes of their commercial relations.

Accordingly, confidential information is understood to be any information related to the parties, their subsidiaries or investees, and the activities occurring therein, including but not limited to company, technical, accounting or financial, computer programme, method, technique, plan, process, information, current and potential user and supplier list activities, in addition to any information that may correspond to these companies or their workers, collaborators or users. Information in the public domain or which needs to be revealed to a relevant authority in compliance with a legal obligation is the exception to the provisions of this clause.

This confidentiality obligation shall be met throughout the commercial relationship between the parties until this concludes or is terminated.

5.7. Seddi Inc reserves the right to block content belonging to the user without prior warning should this run counter to the usage and service policies or should it have legal or fraudulent consequences for the service, supplier or other service users.

5.8. Seddi Inc will collect your personal data when you access textura.ai in order to attend your queries, suggestions and concerns with regard to our services. All these data shall be processed in accordance with data protection legislation and used for the purposes given and for the management and maintenance of this website and its services, including a statistical analysis of website traffic and visits. The user may in any case exercise their rights to access, rectify, oppose, suppress and limit the processing of their data, in accordance with legal requirements. The data will be processed confidentially, applying the technical or organizational measures necessary to prevent them being accessed, manipulated or eliminated improperly, unless, with the express permission of the user, they are transferred to other bodies or third parties in legally permitted situations.

Please be aware that the treatment processor and the address through which your rights may be exercised can be found in section 11.- Responsibility, in this disclaimer.

Equally, you may present a claim before the Spanish Data Protection Agency should you consider the processing of your data to have been unsuitable.

5.9. By using our platform you will be part of the Textura.ai community which implies that any other user can locate you by your name in the tool, see the image and public information associated with your profile as well as send you invitations to participate in your work or communicate with you.

Customer hereby grants to SEDDI the express right to use the user’s and the user’s employer or organization’s name, word mark, logo and other identifying characteristics of the brand in marketing, sales, financial, and public relations materials and other communications to identify user and user’s organization as a SEDDI Textura user.

5.10 Subscribers to our free plan subject to our privacy policy, you agree that we may use, copy, modify, display and distribute any information, data, materials or other content (the “Content”) you provide to us for the purpose of providing the Service, and you hereby give us a license to do so. By submitting Content, you represent that you have the right to grant such Content license to us for the purposes set forth in this Agreement.

6. WARRANTIES AND LIABILITIES

6.1. The Seddi Inc ensures ownership of textura.ai and its components, and that this has been developed using their own means or the corresponding licences have been obtained from the owners and that, under no circumstances, is there any infringement of third party copyright.

6.2. Access to and usage of textura.ai is allowed for under the conditions in this contract, notwithstanding any written changes that may be agreed upon by the parties. To the extent permitted by law, Seddi Inc shall offer no guarantee – either explicitly or implicitly – for the working or results that the user may obtain by using textura.ai for any particular purpose other than those detailed in the first clause of this contract. In any case, the user acknowledges that textura.ai is a tool that creates texture maps, but not that it guarantees specific results or success.

6.3. Seddi Inc cannot guarantee continued access to, or the availability of textura.ai, that it will not work incorrectly, the loss or corruption of data, loss of earnings or, generally, any direct or indirect damages caused by the user’s computing systems working erroneously or malfunctioning – or when said activities are not undertaken by experts or Seddi Inc directives are not followed. This includes their network, equipment (including, where applicable, servers under the control of or directly hired by Seddi Inc ), operating system, applications, configuration and communications system, and equally regular or extraordinary maintenance or repairs or for other reasons which are beyond the control of Seddi Inc or which are not reasonably foreseeable.

Furthermore, the use of the service under the pilot, trial or free license is effected as such and entirely at the user’s risk, with there being no type of warranty or liability related to data safekeeping or storage, their loss, corruption, availability, support and maintenance, loss of earnings or any other direct or indirect damages. Access using the pilot, trial or free license generally excludes and negates any commitment Seddi iNC assumes before the user under this contract.

6.4. With regard to the data input by the user into textura.ai, the Seddi Inc is committed to its safekeeping and storage under the terms detailed in clause 5. In any case, this does not exclude the duty or responsibility of the user to have a suitable Insurance Policy and to implement and supervise back-up and data recovery systems, wherein the Seddi Inc shall not answer for any direct or indirect damages which the elimination or loss of said data may cause over and above the monetary amount in this contract.

6.5. Seddi Inc is singularly responsible for the information and data they or their workers or collaborators input; they shall answer to third parties for the ownership and legality of the same, most especially that they do not entail an infringement of the company’s rights, nor do they breach legislation in terms of copyright and industrial property, market and competition regulations, honor, privacy rights or personal data protection.

7. ECONOMIC CONDITIONS

7.1. The cost of the service will be determined in accordance with the services contracted and as specified on the textura.ai website. These costs shall be valid unless modified, but they will in any case be updated on line with the Consumer Price Index or indicator which replaces this. Severally, the taxes, expenses and retentions, where applicable, shall be applied to the corresponding amounts.

7.2. Where the pilot, trial or free services package is obtained, as per the definition in textura.ai, the user shall have the pilot, trial or free usage license, without any cost accrued, notwithstanding any additional complements, features or services they may contract. In these cases, the price shall be met monthly or annually, and will include the items contracted with their corresponding features and specifications.

7.4. Seddi Inc shall issue the corresponding invoices for the items and in the periods noted, based on the services contracted. Should any of the payment obligations under the present contract not be met, the non-performing party shall automatically and without prior warning receive an order for payment from the creditor, in arrears, and shall be obliged to pay the amounts due plus interest consistent with the annually established legal interest rate plus two points, in addition to the bank charges accrued.

7.5. Defaulting on any amount automatically leads to the immediate interruption of access to the service, in addition to revocation of any right or authorization to use textura.ai or any of its components. The aforementioned access and authorizations may be restored upon payment restarting.

8. SUPPORT, MODIFICATIONS AND WARRANTY

8.1. The right whether or not the user receives support and technical assistance is based on the conditions for the service contracted given in textura.ai.

8.2. Seddi Inc reserves the right to make modifications and updates to service provision, content, configuration, availability and information presentation, as well as to the present conditions at any time, subject to the rights acquired. Any modification in the services offered or in these conditions must be duly communicated, with the user accepting that the effective address is that given in the service contracted. Continuing use of the service implies an unreserved acceptance of the corresponding modifications.

8.3. This service is offered without any warranty of any sort, except that required by law and these service and usage conditions.

8.4. Seddi Inc is not liable for any content downloaded or obtained by the user from third parties. The supplier bears no liability for any loss of content caused by the use of content from third parties.

8.5. The application is available through servers un USA and third parties who may access it from other jurisdictions do so at their own risk.

9. DURATION AND TERMINATION

9.1. This contract shall last one month starting from the date upon which it is accepted, being automatically renewable for equal periods of time, unless it is terminated for legally established reasons or in the following cases:

● Should there be a serious breach of their obligations by either party, notwithstanding claims for damages that may arise.

● The user may stop using the service at any time without prior warning.

● Likewise, Seddi Inc reserves the right to halt or terminate the service when they deem opportune without prior warning, notwithstanding claims for damages that may arise.

9.2. Termination of the present contract will mean access to the service contracted is canceled, likewise usage and all other rights in the present contract, notwithstanding the claims that may arise.

10. LIABILITY

10.1. The content of this website is provided for information purposes only. Our products and services are constantly evolving, thus the contents of this website may not necessarily be comprehensive or fully descriptive. In any case, should you feel there is any content which fails to meet the expectations in these conditions or may in any way be illicit, please contact us so we may take the appropriate action. This website and textura.ai belong to Seddi Inc, with address 600 3rd Avenue, 2nd Floor New York, NY 10016. All rights reserved.

11. APPLICABLE LEGISLATION AND JURISDICTION

11.1. This contract will operate under and be interpreted in all its provisions according to legislation in USA. Any dispute which may exist between the parties with regard to what is established herein shall be placed before the Courts and Tribunals of Delaware, expressly waiving their right to any other jurisdiction that may be applicable to them.