Campfire Terms of Service

Last updated: March 12, 2024

Please read these Terms of Service (the “Terms”), carefully because they govern your use of Campfire 3D, Inc. (“Campfire”, “us”, “we”, or “our”) websites, including https://www.campfire3d.com, and any other website that we may later own or operate (each, a “Site”, and collectively, the “Sites”); our software applications made available for use on computing devices (e.g., desktop and/or mobile applications) (“Apps”), and other products and services we may later own or operate (collectively, with the Sites and Apps, the “Services”).

ARBITRATION NOTICE TO INDIVIDUALS: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “DISPUTE RESOLUTION” SECTION BELOW, THESE TERMS WILL, WITH LIMITED EXCEPTION, REQUIRE YOU TO SUBMIT CLAIMS YOU HAVE AGAINST US TO BINDING AND FINAL ARBITRATION SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION.

1. Agreement to these Terms.

By using the Services, you agree to be bound by these Terms. If you don’t agree to these Terms, do not use the Services. If you are accessing and using the Services on behalf of a company (such as your employer) or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms. In that case, “you” and “your” will refer to that company or other legal entity. Your agreement to these Terms shall be deemed effective as of the earlier of the following dates: (a) the date of your initial access to any Service; or (b) the date of your initial purchase of a subscription to any Service (the “Effective Date”).

INDEPENDENT CONTRACTORS. Nothing contained in these Terms will be deemed or construed in any manner whatsoever as creating any partnership, joint venture, employment, agency, fiduciary or other similar relationship between you and Campfire.

2. Changes to the Terms or Services.

We may modify the Terms at any time, at our sole discretion. If we do so, we will let you know either by posting the modified Terms on the Site or through other communications. If you continue to use the Services after such a change, you are indicating that you agree to the modified Terms. We may also change or discontinue all or any part of the Services, at any time and without notice or liability, at our sole discretion. Notwithstanding the foregoing, Campfire will endeavor to provide reasonable advance notice of any such change or discontinuation before it is implemented. The latest version of these Terms can be accessed at www.campfire3d.com/termsofservice.

3. Service Terms.

3.1. Who may use the Services. You may only use the Services if you are old enough to consent (by yourself and not by a parent or guardian) to share your data under applicable law. For example, you must be 13 years or older under most United States’ law, or 16 years or older under California or European Union law.

3.2. Use Restrictions. Except as otherwise expressly authorized in these Terms, you will not – and will ensure your employees, contractors, and other persons associated with your Campfire account (“Authorized Users”) do not – and will not encourage or assist third parties to: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, know-how, or algorithms relevant to the Services (except to the extent that such a restriction is impermissible under applicable law); (ii) export or otherwise copy any sample models provided by Campfire through the Services (such models are only to be used for evaluation and/or testing purposes); (iii) provide, sell, resell, transfer, sublicense, lend, distribute, rent, or otherwise allow others to access or use the Services; (iii) copy, modify, create derivative works of, or remove proprietary notices from the Services; or (iv) circumvent any reasonable technical limitations implemented by Campfire (such as “excessive volume” usage restrictions).

3.3. Acceptable Use Policy. You will comply with, and will ensure your Authorized Users comply with, Campfire’s Acceptable Use Policy available at www.campfire3d.com/aup.

3.4. Authorized Users; Accounts. As part of the registration process, you represent and warrant that all registration information that you provide is truthful, accurate, and complete, and that you will maintain the accuracy of such information. You are responsible and liable for maintaining control over your account, including the confidentiality of your username and password, and are solely responsible and liable for all activities that occur on or through your account.

3.5. Feedback; Use Rights. We welcome feedback, comments, and suggestions (“Feedback”). As we need to be able to freely work with your Feedback to improve the Services, you hereby irrevocably transfer and assign all right, title, and interest (including all intellectual property rights, such as copyrights, patents, or trade secrets) in and to the Feedback, including any and all “moral rights” that you might have in such Feedback, and you hereby forever waive and agree never to assert any and all “moral rights” you may have in the Feedback. Additionally, Campfire will have the right to collect and analyze data and other information relating to the provision, use, and performance of various aspects of the Services, and related systems and technologies, and Campfire will be free (during and after the term) to use such data and information to maintain, improve, and enhance any products or services.

3.6. Reservation of Rights. As between the parties, Campfire owns all right, title, and interest in the Services and any intellectual property relating to or emanating therefrom (including, but not limited to, patent, copyright, and trade secret rights), and you own all right, title, and interest in any material(s) that are developed by you on the Services or uploaded to the Services by you, and any intellectual property relating to or emanating therefrom (including, but not limited to, patent, copyright, and trade secret rights) (“User Content,” or “Customer Materials”). Except as expressly set forth in these Terms, each party retains all right, title, and interest in and to its intellectual property rights. All rights not expressly granted are reserved, and no license, covenant, immunity, transfer, authorization, or other right will be implied, by reason of statute, estoppel, or otherwise, under these Terms.

4. Licenses.

4.1. License to Services. Subject to the terms and conditions of these Terms, we hereby grant you a limited, non-exclusive, non-transferable, non-sublicensable license worldwide for you to access and use the Services for your internal business or personal purposes.

4.2. License to User Content and/or Customer Materials. You grant Campfire the nonexclusive, worldwide right to use, copy, store, transmit and display User Content and/or Customer Materials in connection with the Services, and to modify and create derivative works of User Content and/or Customer Materials, (for reformatting or other technical purposes), but only as necessary to provide the Services.

5. Charges and Payment.

5.1. Pricing.

5.1.1. Certain Services are offered under different pricing plans, the limits and features of which are available at the Campfire Sites - or as otherwise agreed in an applicable invoice or order form. Your rights and obligations with respect to certain Services will be based in part on the pricing plan you choose. Campfire expressly reserves the right to limit any customer’s usage of Services (including paid and No Charge Services) through the imposition of reasonable limits on any customer’s “excessive volume” usage of those Services.

5.1.2. Campfire may make certain features, products, or services available for use without charge (collectively “No Charge Services”). No Charge Services that are available, are provided to Customer without charge up to certain limits as described in Campfire Sites or other documentation (including the imposition of “excessive volume” usage limitations, as otherwise described here). Usage over these limits requires your purchase of additional resources or services.

5.1.2.1. Campfire does not make any commitment to provide – or to continue to provide – No Charge Services.

5.1.2.2. Any and all features, products, or services provided to users free of charge will remain so until the earlier of: (a) the end of any defined usage period, as set forth by Campfire in writing (email sufficient); (b) the start date of any purchased Subscription for the feature, product, or service being evaluated under the trial; or (c) termination of the No Charge Services by Campfire, in its sole discretion and without liability to any user thereof, effective immediately with or without provision of prior written notice. Notwithstanding the foregoing, Campfire will endeavor to provide reasonable advance notice of any such change in the availability of No Charge Services before it is implemented.

5.1.2.3. ANY DATA CUSTOMER ENTERS INTO ANY SUCH SERVICES MAY BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE NO CHARGE SERVICES, OR EXPORTS SUCH DATA (TO THE EXTENT POSSIBLE), BEFORE ANY LOSS IN ACCESS TO SUCH SERVICES (FOR ANY REASON). You are solely responsible for exporting User Content and/or Customer Material from any No Charge Services that you utilize prior to any termination of your access to such Services. Notwithstanding the foregoing, if Campfire is required to terminate your access to any No Charge Services, Campfire will use commercially reasonable efforts to provide you with an opportunity to export User Content and/or Customer Materials from those Services, except as required by applicable law.

5.2. Payment Terms.

5.2.1. Subscriptions. When you purchase our Services (each such purchase, a “Subscription”), you expressly authorize us or our third-party payment processor to charge you for such Services.

5.2.2. You represent and warrant that you have the legal right to use all payment methods that you provide to us.

5.2.3. All fees are stated and solely payable in U.S. Dollars (unless otherwise stated during the payment process), non-cancelable, non-refundable (except as otherwise expressly set forth in these Terms), and not subject to setoff.

5.2.4. In the event that you fail to pay the full amount owed to us, we may limit your access to the Services, in addition to any other rights or remedies we may have.

5.3. Authorization for Recurring Payments.

5.3.1. All Subscription pricing plans involve recurring fees (each, along with any applicable taxes and other charges are a “Subscription Fee”). Depending on which options you choose, those fees may recur each month, quarter or year thereafter, at the then-current rate. Please note that our fees are subject to change, although we will notify you before we effect any change.

5.3.2. By agreeing to these Terms and purchasing a Subscription, you acknowledge that your Subscription has recurring payment features and you accept responsibility for all recurring payment obligations prior to cancellation of your Subscription by you or Campfire. We (or our third party payment processor) will automatically charge you in accordance with the term of your Subscription (e.g., each month, quarter, or year), on the calendar day corresponding to the commencement of your Subscription using the payment information you have provided.

5.3.3. In the event your Subscription begins on a day not contained in a later month, your payment method will be charged on such other day as we deem appropriate. For example, if you started a monthly Subscription on January 31st, your next payment date is likely to be February 28th, and your payment method would be billed on that date. We may also periodically authorize your payment method in anticipation of applicable fees or related charges.

5.3.4. Your Subscription continues until canceled by you or we terminate your access to or use of the Services or the Subscription in accordance with these Terms.

5.4. Canceling Subscriptions.

5.4.1. You may cancel your Subscription at any time but please note that such cancellation will only be effective at the end of the then-current Subscription period, unless otherwise provided in a written agreement between you and Campfire. Unless required by law, YOU WILL NOT RECEIVE A REFUND OF ANY PORTION OF THE SUBSCRIPTION FEE PAID FOR THE THEN-CURRENT SUBSCRIPTION PERIOD AT THE TIME OF CANCELLATION.

5.4.2. To cancel, you can either: (i) email us at support@campfire3d.com and follow any instructions, if any, we provide to you in response to your cancellation request; or (ii) for some kinds of Subscriptions, initiate a cancellation through your Campfire account settings within the Services. You will be responsible for all Subscription Fees incurred for the then-current Subscription period. Canceling your Subscription will not terminate your Campfire account. See Section 10 (Termination) below for information on terminating your Campfire account.

5.5. Taxes. All fees do not include taxes, and you agree to: (a) pay all sales/use, gross receipts, value-added, GST, personal property, or other tax (including any interest and penalties) with respect to the transactions and payments under these Terms, other than taxes based on our income, employees, or real property; and (b) be responsible for any filing of any information or tax returns with respect thereto. If we were required to collect a tax and did not do so at the time of sale, we reserve the right to later charge you for the applicable tax.

5.6. Withholding. All payments made by you to us under these Terms exclude any deduction or withholding. If any such deduction or withholding (including but not limited to cross-border withholding taxes) is required by law, you will pay such additional amounts as are necessary so that the net amount received by us after such deduction or withholding will be equal to the full amount that we would have received if no deduction or withholding had been required. Each party will use commercially reasonable efforts to work with the other party to help obtain, reduce, or eliminate any necessary withholding, deduction, or royalty tax exemptions where applicable.

5.7. User Support. Subject to these Terms, you shall be entitled to receive reasonable support for your use of the Services. With respect to No Charge Services, you agree that Campfire’s provision of a self-service knowledge repository and email-based support constitutes “reasonable support” for such No Charge Services. With respect to paid Services, you agree that Campfire’s provision of prioritized email support during the term of any Subscription, in addition to the foregoing support resources, constitutes “reasonable support.”

6. Confidentiality.

6.1. Confidential Information. Each party (the “Discloser”) has disclosed or may disclose proprietary or non-public business, technical, financial, or other information in anticipation of or during the term of the Services (“Confidential Information”), to the other party (the “Recipient”). Confidential Information of Campfire expressly includes non-public information regarding features, functionality, and performance of any of the Campfire Services. Confidential Information excludes any information that: (a) is or becomes generally available to the public without action or omission by Recipient; (b) was in the Recipient’s possession or known prior to receipt from the Discloser; (c) was rightfully disclosed to the Recipient without restriction by a third party; or (d) was independently developed by Recipient without use of or reference to any Confidential Information of the Discloser.

6.2. Obligations. The Recipient will use the Discloser’s Confidential Information only to exercise its rights and fulfill its obligations under these Terms, or under any agreement relating to the Services, including, in Campfire’s case, to provide the Services. The Recipient will use reasonable care to protect against disclosure of the Discloser’s Confidential Information to parties other than the Recipient’s employees, contractors, Affiliates, agents, or professional advisors (“Representatives”), who need to know it and who have a legal obligation to keep it confidential. The Recipient will ensure that its Representatives are subject to no less restrictive confidentiality obligations than those herein. Notwithstanding the foregoing, the Recipient may disclose the Discloser’s Confidential Information: (a) if directed by Discloser; or (b) to the extent required by applicable legal process, provided that the Recipient uses commercially reasonable efforts to (i) promptly notify the Discloser in advance, to the extent permitted by law, and (ii) comply with the Discloser’s reasonable requests regarding its efforts to oppose the disclosure. With respect to each Order, the obligations set forth herein will survive for the duration of the Order Term and three years following the expiration or termination of such Order.

6.3. Remedies. The parties acknowledge that unauthorized use or disclosure of Confidential Information may cause substantial harm for which damages alone are an insufficient remedy. Consequentially, each party may seek appropriate equitable relief, in addition to other available remedies, for breach or threatened breach of this Section 6.

7. Warranties and Disclaimers.

7.1. Mutual Warranties. Each party represents and warrants to the other that: (a) any agreements for the provision of Services that they may enter into hereunder will be duly executed and delivered, and shall be deemed to constitute a valid and binding agreement enforceable against the executing parties in accordance with its(and these) terms; (b) the execution, delivery, and performance of any such agreement will not violate the terms or conditions of any other agreement to which either executing party is a party or by which it is otherwise bound or require authorization or approval from any third part; and (c) it will perform its rights and obligations under these Terms and the terms of any such agreement in accordance with applicable law.

7.2. Customer Warranties. You bear sole and complete responsibility for any User Content and/or Customer Materials provided to Campfire in connection with the Services, and agree to comply with any and all laws in connection with your use of the Services. You represent and warrant that you have made all disclosures and have all rights, consents and permissions necessary to use your User Content and/or Customer Materials in connection with the Service and grant Campfire the rights in Section 4.2 (“License to User Content and/or Customer Materials”), all without violating or infringing Laws, third-party rights (including intellectual property, publicity or privacy rights) or any terms or privacy policies that may apply to such materials.

7.3. In the event of any loss or corruption of any data associated with a Subscription, Campfire will use commercially reasonable efforts to restore the lost or corrupted data from the latest relevant backup maintained by Campfire. EXCEPT FOR THE FOREGOING, CAMPFIRE WILL NOT BE RESPONSIBLE FOR ANY LOSS, DESTRUCTION, ALTERATION, UNAUTHORIZED DISCLOSURE OR CORRUPTION OF ANY DATA.

7.4. DISCLAIMER. Campfire makes no warranty that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. Campfire makes no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Services, and makes no guarantees around data retention or preservation. Additionally, the Services may incorporate third-party open-source software – a list of which is available from Campfire upon request. You acknowledge that the Services are not intended to meet any HIPAA requirements, and that Campfire is not a Business Associate as defined under HIPAA.

EXCEPT AS SET FORTH IN SECTION 7.1, THE SERVICES ARE PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPLICITLY DISCLAIM ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NON-INFRINGEMENT AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE.

FURTHERMORE, ALL NO CHARGE SERVICES (AS WELL AS ALL “EARLY ACCESS,” “PREVIEW”, “ALPHA,” OR “BETA,” FEATURES, PRODUCTS, OR SERVICES) ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND AND WITHOUT ANY PERFORMANCE OBLIGATIONS. ANY DATA CUSTOMER ENTERS INTO ANY SUCH SERVICES MAY BE PERMANENTLY LOST UNLESS CUSTOMER PURCHASES A SUBSCRIPTION TO THE NO CHARGE SERVICES, OR EXPORTS SUCH DATA (TO THE EXTENT POSSIBLE), BEFORE ANY LOSS IN ACCESS TO SUCH SERVICES (FOR ANY REASON).

7.5. NON-CAMPFIRE RESOURCES. CAMPFIRE DOES NOT WARRANT OR SUPPORT, AND WILL NOT HAVE ANY RESPONSIBILITY OR LIABILITY OF ANY KIND FOR, ANY OTHER APPLICATION(S) OR MATERIAL(S) THAT ARE DEVELOPED BY A PARTY OUTSIDE OF CAMPFIRE’S ORGANIZATION, INCLUDING DESIGN FILES, PLUGINS, WIDGETS, COMPONENT LIBRARIES, AND CODE COMPONENTS (COLLECTIVELY, “NON-CAMPFIRE RESOURCES”). NON-CAMPFIRE RESOURCES ARE PROVIDED BY THIRD PARTIES, NOT CAMPFIRE. ANY USE OF NON-CAMPFIRE RESOURCES IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD-PARTY PROVIDER, AND CAMPFIRE HAS NO RESPONSIBILITY OR LIABILITY FOR SUCH THIRD PARTY’S ACTIONS OR OMISSIONS.

8. Indemnity.

8.1. Indemnification by Campfire.

8.1.1. Campfire will defend you from any third party claim, action, suit, or demand (a “Claim”), based on an allegation that the Campfire Platform violates, infringes, or misappropriates any third-party copyright, trade secret, or trademark, and will indemnify you for any costs, liabilities, damages, or other amounts (including reasonable attorneys’ fees) actually paid or payable to unaffiliated third parties (together, “Losses”), resulting from such Claim.

8.1.2. Campfire will have no obligation to indemnify you for any Claim subject to indemnification under the previous section to the extent such claim is based on: (a) your failure to use updates or modifications to the Services that Campfire makes available that would have helped avoid or mitigate the Claim; (b) the combination, operation, or use of the Services with third-party equipment, devices, software, systems, or data, where the infringement would not have occurred but for such combination, (c) use of the Services by you in violation of these Terms, or the terms of any other applicable agreement related to the Services; or (d) User Content and/or Customer Materials.

8.1.3. If your use of the Services is, or in Campfire’s reasonable opinion is likely to be, subject to a Claim eligible for indemnification under this section, Campfire may, at Campfire’s sole option and at no charge to you (and in addition to Campfire’s indemnity obligation to you): (a) procure the right to continue using the Services; (b) replace or modify the Services so that they are non-infringing and include substantially similar functionality as the original Services; or (c) if options (a) and (b) above are not commercially practicable in Campfire’s reasonable estimation, Campfire may terminate your right to use the impacted portion of the Services and related licenses granted hereunder (in which event, you will immediately stop using the impacted portion of the Services), and provide a pro-rata refund of any pre-paid unused fees for the impacted service as of the date of termination.

8.1.4. THIS SECTION 8.1 SETS FORTH CAMPFIRE’S SOLE AND EXCLUSIVE OBLIGATIONS, AND YOUR SOLE AND EXCLUSIVE REMEDIES, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF ANY THIRD-PARTY INTELLECTUAL PROPERTY RIGHT BY THE SERVICES AND ANY OTHER TYPE OF CLAIM SPECIFICALLY COVERED UNDER CAMPFIRE’S INDEMNITY OBLIGATION (IF ANY). NO PARTY TO THE AGREEMENT WILL BE ENTITLED TO ANY FORM OF IMPLIED OR EQUITABLE INDEMNIFICATION AT ANY TIME, WHETHER BASED ON A THEORY OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, WARRANTY, OR ANY OTHER THEORY OF LIABILITY, AND ANY RIGHT THERETO IS HEREBY IRREVOCABLY WAIVED AND DISCLAIMED BY EACH OF THE PARTIES.

8.2. Indemnification by Customer. You will defend Campfire from any Claim based on Customer Materials, User Content, or your use of the Services (or that of your Authorized Users) in violation of the Agreement, and you will indemnify Campfire from any Losses resulting from any such Claim.

8.3. Process. If a party entitled to indemnification (the “Indemnified Party”) becomes aware of any indemnifiable Claim, such party will give the other party (the “Indemnifying Party”) written notice of the Claim as soon as reasonably practicable. The Indemnified Party will cooperate, at the expense of the Indemnifying Party, with the Indemnifying Party and its counsel in the defense or settlement of the Claim, and will allow the Indemnifying Party to have sole control of the defense or settlement. Subject to the prior sentence, the Indemnified Party will have the right to participate fully, at its own expense, in the defense of such Claim. To take advantage of the indemnity, the Indemnified Party must use all commercially reasonable efforts to mitigate its Losses. The Indemnified Party is not required to admit liability, except as required by applicable law, and any compromise or settlement of a Claim requiring the Indemnified Party to admit liability or to pay any money will require the prior written consent of both parties, such consent not to be unreasonably withheld or delayed. The indemnity obligations of the Indemnifying Party will be contingent on the Indemnified Party’s compliance with this process.

9. Limitations of Liability.

9.1. NEITHER CAMPFIRE NOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES (“SUPPLIERS”) WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE, SYSTEM FAILURE, OR THE COST OF SUBSTITUTE SERVICES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT CAMPFIRE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.

9.2. IN NO EVENT WILL CAMPFIRE TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES EXCEED THE AMOUNTS YOU HAVE PAID TO CAMPFIRE IN THE PRECEDING TWELVE MONTHS FOR THE SERVICES, OR IF YOU HAVE NOT HAD ANY SUCH PAYMENT OBLIGATIONS, ONE HUNDRED UNITED STATES DOLLARS ($100).

9.3. EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY CAMPFIRE TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 9 WILL APPLY TO THE MAXIMUM EXTENT NOT PROHIBITED BY LAW AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY IN THESE TERMS.

10. Termination.

10.1. We may limit or terminate your access to and use of the Services, at our sole discretion, at any time and without notice or liability to you, provided that if Campfire freezes your account or cancels your Subscription and the termination is not due to your breach of these Terms, Campfire will provide you a pro rata refund of pre-paid unused fees unless, in our reasonable estimation, we are not legally permitted to do so (in which case any refund rights are null and void). Campfire expressly reserves the right to limit any customer’s usage of Services (including paid and No Charge Services) through the imposition of reasonable limits on any customer’s “excessive volume” usage of those Services.

10.2. You may cease use of the Services at any time. If you are paying for a Subscription, you may terminate your Subscription through the process in Section 5.4.

10.3. Upon any termination, discontinuation, or cancellation of Services or your Campfire account, all Terms will survive that are intended to so survive such a cessation of Services – including, but not limited to, the Service Terms, Charges and Payment (to the extent you owe any fees at the time of termination); Confidentiality; provisions related to permissions to access User Content and/or Customer Materials (to the extent applicable); Warranties and Disclaimers; Indemnity; Limitations of Liability; Termination; and the Miscellaneous provisions under Section 11. Furthermore, we may remove or delete your User Content and/or Customer Materials within a reasonable period of time after the termination or cancellation of Services or your Campfire account.

11. Miscellaneous.

11.1. Development Resources. To the extent applicable, Campfire may create additional “developer terms” and/or related documentation that apply to any use by you of any Services that Campfire may make available to you as “preview,” “early access,” “alpha,” OR “beta,” features, products, or services. By using such Services, you agree to any such additional terms.

11.2. Accessing Apps. The terms set forth on Exhibit A apply to any App accessed through or downloaded from any app store or distribution platform (like the Apple App Store, Test Flight, or Google Play), where the App may now or in the future be made available (each an "App Provider").

11.3. Privacy Policy. Our Privacy Policy (www.campfire3d.com/privacy) governs how we collect, use and disclose information from the Services.

11.4. Copyright Policy. Campfire respects copyright law and expects its users to do the same. It is Campfire’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights or other intellectual property rights of others. Campfire will respond expeditiously to claims of copyright infringement committed using the Campfire Sites or Services that are reported to Campfire’s Designated Copyright Agent, by sending an email message to legal@campfire3d.com.

11.5. Trademark Guidelines. Campfire respects trademark law and expects its users to do the same. It is Campfire’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the trademark rights or other intellectual property rights of others. As such, Campfire will respond expeditiously to claims of trademark infringement committed using the Campfire Sites or Services that are reported to Campfire, by sending an email message to legal@campfire3d.com.

11.6. Export and Use Limitations. You agree to comply with all relevant U.S. and foreign export and import laws in and when using the Services. You further represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist-supporting” country; (ii) you are not listed on any U.S. Government list of prohibited or restricted parties; and (iii) you will not submit to the Services any information controlled under the U.S. International Traffic in Arms Regulations.

11.7. Force Majeure. Campfire will not be liable for, or be considered to be in breach of or default under these Terms on account of, any delay or failure to perform as required by these Terms as a result of any cause or condition beyond its reasonable control, so long as it uses commercially reasonable efforts to avoid or remove those causes of nonperformance. If Campfire believes in good faith that it is legally prohibited from providing you or your Authorized Users with the Services, we may freeze your account and/or cancel your subscription at Campfire’s sole discretion.

11.8. Notices. Any notice or consent under these Terms must be in writing and will be deemed given: (a) upon receipt if by personal delivery; (b) upon receipt if by certified or registered U.S. mail (return receipt requested); or (c) one day after dispatch if by a commercial overnight delivery service. If to Campfire, notice must be provided to Campfire 3D, Inc., 980 S. Amphlett Blvd, San Mateo, CA 94402, with a copy emailed to legal@campfire3d.com. Campfire may provide notice to the address you provided at registration. Either party may update its address with notice to the other party at any time, in writing. Campfire may also send operational notices to you through the Services.

11.9. Severability. The invalidity or unenforceability of any provision of these Terms will not affect the validity or enforceability of any other provision hereof and it is the intent and agreement of the parties that these Terms will be deemed amended by modifying such provision to the extent necessary to render it valid, legal, and enforceable while preserving its intent or, if such modification is not possible, by substituting another provision that is legal and enforceable and that achieves the same objective.

11.10. Affiliated Users. Certain features of the Services may allow you to participate in teams, groups or organizations (each a “Group”). In those situations, the administrator, owner, or equivalent of the Group is responsible for the compliance of these Terms by each other member of the Group, payment of the Subscription Fee (if applicable), and all matters related to the Group. For clarity, each member of the Group is still responsible for their own compliance with these Terms.

11.11. Assignment. These Terms (and your access to any of the Services) are not assignable or transferable by you without our prior written consent. Any purported assignment in violation of this section is null and void.

11.12. Service Providers. For the avoidance of doubt, Campfire may engage third parties as service providers to the Services (such as Amazon Web Services). Your use of the Services constitutes consent to Campfire’s use of such third-party service providers.

11.13. No Partnership. No agency, partnership, joint venture, or employment is created as a result of these Terms, and neither party has any authority of any kind to bind the other party in any respect whatsoever.

11.14. Governing Law. These Terms will be governed by the laws of the State of California without regard to its conflict of laws provisions. The United Nations Convention on Contracts for the International Sale of Goods is specifically disclaimed.

11.15. Dispute Resolution for Individuals.

We both agree to resolve disputes related to your use of the Services or these Terms (each, a “Claim”) in binding arbitration instead of court, except that either party may bring suit in court to enjoin the infringement or other misuse of intellectual property rights.

What is arbitration?

Arbitration does not involve a judge or jury. Instead, a neutral person (the “arbitrator”) hears each party’s side of the dispute and makes a decision that is finally binding on both parties. The arbitrator can award the same relief as a court could, including monetary damages. While court review of an arbitration award is limited, if a party fails to comply with the arbitrator’s decision, then the other party can have the arbitration decision enforced by a court.

Can a Claim be part of a class action or similar proceeding?

NO. YOU AGREE TO RESOLVE YOUR CLAIMS WITH US SOLELY ON AN INDIVIDUAL BASIS, AND NOT AS PART OF A CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION. WE AGREE TO DO THE SAME, WHETHER OR NOT YOU OPT OUT OF ARBITRATION. ACCORDINGLY, UNLESS YOU OPT OUT OF ARBITRATION, YOU AND WE BOTH ARE WAIVING THE RIGHT TO PURSUE OR HAVE A DISPUTE RESOLVED AS A PLAINTIFF OR MEMBER IN ANY CLASS, REPRESENTATIVE OR CONSOLIDATED ACTION.

What rules apply in the arbitration?

The arbitration will be conducted under the American Arbitration Association (“AAA”) Consumer Arbitration Rules(the “AAA Rules”). The AAA Rules are available at www.adr.org or by calling 1-800-778-7879.

How will the arbitration be conducted? How much does it cost?

The arbitration will be conducted by the AAA or a mutually-acceptable, comparable arbitration body (such as JAMS), in the event the AAA is unable to conduct the arbitration. Payment of all filing, administration and arbitrator fees will be governed by the AAA Rules. Unless the arbitrator finds your Claim frivolous, we’ll pay for all filing, administration and arbitrator fees if your Claim is for less than $10,000, and we won’t seek our attorneys’ fees and costs if we prevail in the arbitration. The arbitration may be conducted in writing, remotely (e.g., by videoconference), in San Diego, California, United States or at some other location that we both agree to. Notwithstanding the foregoing, by using the Services, you irrevocably consent and submit to personal jurisdiction in the County of San Diego, California.

How do I start an arbitration proceeding?

To begin an arbitration proceeding against us, send a letter requesting arbitration and describing your Claim to legal@campfire3d.com. If we request arbitration against you we will give you notice at the email address or street address you provided.

INSTRUCTIONS FOR OPTING-OUT OF ARBITRATION.

If you are an individual customer of Campfire, and do not want to agree to arbitrate your Claims as explained above, then you can opt-out of this arbitration agreement by notifying us of your decision in writing at legal@campfire3d.com. You must opt-out within 30 days of the date you first agree to these Terms or any updated Terms.

DISPUTE RESOLUTION IN THE ABSENCE OF ARBITRATION.

The sole jurisdiction and venue for any Claims that are not handled by arbitration will be the state and U.S. federal courtslocated in San Diego, California, and both parties irrevocably consent and submit to the personal jurisdiction of such courts. BY ENTERING INTO THESE TERMS, YOU AND CAMPFIRE ARE EACH WAIVING THE RIGHT TO TRIAL BY JURY.

This Section 11.14 only applies to Claims between Campfire and individuals, and is governed by The Federal Arbitration Act.

11.16. Dispute Resolution for Entities. If you are accessing and using the Services on behalf of a company or other legal entity, any claim, cause of action, or dispute between the company or other legal entity and Campfire arising out of or relating to these Terms or the Services will be resolved exclusively accordingly to the process set forth in Section 11.14, except that, to the extent legally permitted: (1) each party will be responsible for their own filing, administrative, arbitrative and similar fees; (2) the losing party will pay the prevailing party for all costs and attorney’s fees; and (3) the AAA Commercial Arbitration Rules will apply to any arbitration between us.

11.17. Interpretation. Whenever the words “including,” “include,” “includes” or "such as" are used herein, they will be deemed to be followed by the phrase “without limitation.”

11.18. Government Use. If you are a U.S. government or other U.S. governmental entity (or your use ofthe Servicesisforthe U.S. government or another U.S. governmental entity), the following terms apply:

11.18.1. Use By or For the U.S. Government. The Services and related documentation are “commercial computer software” (as defined at 48 C.F.R. §§ 2.101 and 252.227-7014(a)(1), and as the term is used in 48 C.F.R. §§ 12.212 and 227.7202, as applicable), and any associated services are “commercial services” as defined in 48 C.F.R. §2.101. The Services and related documentation are provided to U.S. Government and other governmental entities, for use by you or on your behalf, subject to these Terms and with only those rights to use, modify, reproduce, release, perform, display, or disclose commercial computer software, commercial computer software documentation, and technical data furnished in connection with the Services as provided in these Terms, except that, for U.S. Department of Defense agencies and end users, technical data customarily provided to the public is furnished in accordance with 48 C.F.R. § 252.227-7015. If a U.S. Government agency or end user has a need for rights not conveyed under these Terms, it must negotiate with Campfire to determine if there are acceptable terms for transferring such rights, and a mutually acceptable addendum to these Terms will be required in any applicable contract or agreement.

11.18.2. Waived Terms. The sections in these Terms titled “Governing Law,” “Dispute Resolution,” “Indemnity,” and any other termsinconsistent with federal or other applicable U.S. law are hereby waived to the limited extent they are inconsistent with federal law or other applicable law pertaining to another governmental entity. If and to the extent any provision or term herein is so prohibited, such provision will be deemed modified only to the extent reasonably necessary to conform to applicable law but to give maximum effect to the provision or terms as written.

11.19. Publicity. By virtue of your agreement to these Terms, Campfire may, in its sole discretion, identify and publicize you as a user of the Services – and you hereby grant and provide Campfire with a limited, worldwide, royalty-free license to utilize and display your trademarks (and/or other identifying information) to the extent Campfire deems it necessary to do so in connection with its exercise of the rights granted hereunder.

11.20. Entire Terms. These Terms supersede all other agreements between the parties relating to its subject matter. The parties expressly agree that any different or additional terms set forth in any purchase order, vendor portal, code of conduct, or other similar documentation provided by you will not apply between the parties even if signed, acknowledged or accepted by Campfire, unless Campfire specifically references this clause and waives its rights.

Exhibit A - App Terms

1. You acknowledge and agree that: These Terms are concluded between you and Campfire, and not with the App Provider (e.g., Apple or Google), and Campfire (not the App Provider), is solely responsible for the App.

2. The App Provider has no obligation to furnish any maintenance and support services with respect to the App.

3. In the event of any failure of the App to conform to any applicable warranty, you may notify the App Provider, and the App Provider will refund the purchase price for the App to you (if applicable) and, to the maximum extent permitted by applicable law, the App Provider will have no other warranty obligation whatsoever with respect to the App. Any other claims, losses, liabilities, damages, costs or expenses attributable to any failure to conform to any warranty will be the sole responsibility of Campfire.

4. The App Provider is not responsible for addressing any claims you have or any claims of any third party relating to the App or your possession and use of the App, including, but not limited to: (i) product liability claims; (ii) any claim that the App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation.

5. In the event of any third-party claim that the App or your possession and use of that App infringes that third party’s intellectual property rights, Campfire will be solely responsible for the investigation, defense, settlement and discharge of any such intellectual property infringement claim to the extent required by these Terms.

6. The App Provider, and its subsidiaries, are third-party beneficiaries of these Terms as related to your license to the App, and that, upon your acceptance of the Terms, the App Provider will have the right (and will be deemed to have accepted the right) to enforce these Terms as related to your license of the App against you as a third-party beneficiary thereof.

7. You agree to comply with all relevant U.S. and foreign export and import laws in and when using the App. You further represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist-supporting” country; (ii) you are not listed on any U.S. Government list of prohibited orrestricted parties; and (iii) you will notsubmit to the App any information controlled under the U.S. International Traffic in Arms Regulations.

8. You must also comply with all applicable third-party terms of service when using the App.

Previous Terms of Service Versions

May 11, 2023

May 15, 2023