Terms and Conditions

Last updated: May 2024

These Terms and Conditions (“Terms”) govern your access to and use of the XKEMA platform and related services (collectively, the “Service”). They form a binding agreement between you and the operator of XKEMA (“XKEMA”, “we”, “us”, “our”).

1. Acceptance of Terms

By creating an account, accessing or using the Service in any manner, you acknowledge that you have read, understood and agree to be legally bound by these Terms. If you do not agree to these Terms, you must not access or use the Service.

If you are using the Service on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that entity to these Terms. In that case, “you” and “your” will refer to that entity.

2. Eligibility and Account Registration

To use the Service, you must:

• Be at least 18 years of age or the legal age of majority in your jurisdiction; and
• Have the legal capacity to enter into a binding contract.

You agree to provide accurate, current and complete information during registration and keep your account information up to date. We reserve the right to suspend or terminate your account if any information provided is or becomes inaccurate, misleading or incomplete.

3. Description of the Service

XKEMA is a software-as-a-service platform for hardware project documentation and management. The Service may include, without limitation:

• Workspaces for organizing hardware projects, boards, equipment and related documentation;
• Tools for managing BOMs, components, datasheets and technical files;
• Collaboration features, such as comments, notes or knowledge base entries; and
• Viewers and utilities for technical files, where available.

Features may vary depending on the plan, region or version (beta/production). We may, at our sole discretion, add, modify or remove features at any time, provided that we do not materially reduce the core functionality of any paid plan during its current billing period without giving you reasonable notice.

4. User Account and Security

You are responsible for maintaining the confidentiality of your login credentials and for all activities that occur under your account. You agree to:

• Use a strong and unique password and keep it confidential;
• Notify us immediately at [email protected] of any suspected or actual unauthorized access or security breach; and
• Log out of your account at the end of each session where appropriate.

We are not liable for any loss or damage arising from your failure to comply with these security obligations.

5. User Content and Responsibility

“User Content” means any data, files, documentation, schematics, BOMs, notes, messages, comments, or other materials that you or your authorized users upload, import, generate or otherwise make available through the Service.

You retain all rights, title and interest in and to your User Content. XKEMA does not claim ownership of your User Content. However, by using the Service, you grant XKEMA a worldwide, non-exclusive, royalty-free license to host, store, process, display and otherwise use your User Content solely to:

• Provide, maintain and improve the Service;
• Prevent or address service, security or technical issues; and
• Comply with applicable law or a valid legal request.

You are solely responsible for:

• The legality, accuracy, integrity and completeness of your User Content;
• Ensuring that you have all necessary rights, consents and permissions to upload or share any User Content;
• Ensuring that any personal data included in User Content has been collected and is processed in compliance with applicable data protection law; and
• Implementing appropriate backups of your User Content outside the Service, if required by your internal policies or applicable regulations.

6. Prohibited Content and Plagiarism

You must not upload, publish or share any User Content that:

• Infringes any copyright, trademark, trade secret, patent or other intellectual property right;
• Violates privacy, data protection, confidentiality or other rights of third parties;
• Is unlawful, defamatory, offensive, threatening, abusive, discriminatory, or otherwise inappropriate;
• Contains malicious code, malware or any other harmful components; or
• Is plagiarized or presented as original when it is not, or otherwise misrepresents authorship or ownership.

We reserve the right, at our sole discretion and without prior notice, to remove or disable access to any User Content that we reasonably believe violates these Terms or applicable law, and to suspend or terminate the corresponding account(s) where appropriate.

7. Acceptable Use

You agree not to use the Service:

• In any manner that violates applicable laws or regulations;
• To reverse engineer, decompile, disassemble, or attempt to derive the source code of the Service, except where such restrictions are prohibited by law;
• To circumvent, disable or otherwise interfere with security-related features or technical measures of the Service;
• To access or attempt to access accounts, systems or networks without authorization;
• To overload or disrupt the Service, for example through denial-of-service attacks, automated scraping beyond what is necessary for normal use, or similar activities; or
• To use the Service for the development, training or improvement of a competing product or service, unless expressly authorized in writing by XKEMA.

8. Intellectual Property of XKEMA

All rights, title and interest in and to the Service, including but not limited to the software, source code, architecture, design, interfaces, logos, trademarks, documentation and any improvements or derivative works, are and will remain the exclusive property of XKEMA and/or its licensors.

Except as expressly permitted by these Terms or by applicable law, you must not:

• Copy, modify, translate or create derivative works of the Service or any part thereof;
• Resell, sublicense, distribute or otherwise make the Service available to third parties not covered by your license or subscription;
• Remove or alter any proprietary notices, trademarks or other intellectual property markings; or
• Use any XKEMA trademark, logo or brand in a way that may cause confusion or suggest unauthorized endorsement, association or sponsorship.

9. Data Protection and Privacy

The processing of personal data in connection with the Service is governed by our Privacy Policy, which forms an integral part of these Terms. By using the Service, you acknowledge that we may process personal data as described in the Privacy Policy.

Where you upload or manage personal data of third parties through the Service, you act as a data controller (or equivalent under applicable law) in relation to that data and are responsible for ensuring a valid legal basis and appropriate information to data subjects. XKEMA acts as a data processor (or equivalent) for such data, where applicable, in accordance with the Privacy Policy and any data processing agreement that may be required by law.

10. Service Availability, Maintenance and Support

We will make reasonable efforts to ensure that the Service is available and functioning in a reliable manner. However, the Service may be temporarily unavailable due to:

• Scheduled maintenance, updates or improvements;
• Unscheduled technical issues, outages or incidents; or
• Events beyond our reasonable control (force majeure).

We may provide support through the channels and within the response times indicated on our website or in your specific plan, if applicable. Support is offered on a commercially reasonable efforts basis and is not a guarantee of resolution.

11. Third-Party Services and Links

The Service may integrate or interoperate with third-party tools, APIs, components or services (for example, supplier APIs, analytics tools or file storage providers). Your use of any third-party services is subject to the separate terms and conditions and privacy policies of those third parties.

We do not control and are not responsible for third-party services, their content, security, availability or performance. We are not liable for any loss or damage arising from your use of such third-party services.

12. Fees, Plans and Payment

XKEMA may offer free or paid plans. Where the Service or any part of it is subject to payment:

• The applicable fees, billing periods and payment methods will be specified on our website or in a separate agreement with you;
• Unless otherwise stated, fees are exclusive of any applicable taxes, which will be added as required by law;
• You authorize us or our payment processor to charge the applicable fees to your chosen payment method; and
• Subscriptions may automatically renew at the end of each billing period, unless you cancel in accordance with the instructions provided in your account or by contacting us in advance.

We may change our pricing or introduce new charges upon prior notice, in accordance with applicable law. Changes will not apply retroactively to the current billing period of an existing paid subscription.

13. Beta Features and Trials

From time to time, we may offer access to experimental, beta or trial features. Such features are provided “as is”, may be subject to additional terms and may be modified, suspended or discontinued at any time without notice. You use these features at your own risk and understanding that they may be less stable than other parts of the Service.

14. Disclaimers of Warranties

To the maximum extent permitted by applicable law, the Service is provided on an “as is” and “as available” basis, without any warranties of any kind, whether express, implied or statutory. In particular, we do not warrant that:

• The Service will be uninterrupted, secure or error-free;
• Any defects or errors will be corrected within a specific time;
• The Service will be compatible with your hardware, software or specific environment; or
• The information, analytics or outputs obtained from the Service will be accurate, complete or suitable for any particular purpose.

To the fullest extent permitted by law, we disclaim all implied warranties, including any implied warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.

15. Limitation of Liability

To the maximum extent permitted by applicable law, in no event will XKEMA, its owners, affiliates, directors, employees or agents be liable for:

• Any indirect, incidental, consequential, special, exemplary or punitive damages; or
• Any loss of profits, revenue, data, business, goodwill or anticipated savings,

arising out of or in connection with your use of (or inability to use) the Service, whether based on contract, tort (including negligence), strict liability or any other legal theory, even if we have been advised of the possibility of such damages.

Subject to the foregoing and to the extent permitted by law, our aggregate liability arising out of or relating to the Service and these Terms will be limited, in respect of each user, to the greater of:

• The total amount of fees you have paid to us for the Service during the twelve (12) months immediately preceding the event giving rise to the claim; or
• One hundred (100) euros, if you are using a free plan.

Nothing in these Terms is intended to exclude or limit liability that cannot be excluded or limited under applicable law (for example, liability for death or personal injury caused by negligence, or for gross negligence or wilful misconduct).

16. Indemnification

You agree to indemnify, defend and hold harmless XKEMA, its owners, affiliates, directors, employees and agents from and against any and all claims, damages, liabilities, losses, costs and expenses (including reasonable legal fees) arising out of or in connection with:

• Your breach of these Terms or of any applicable law or regulation;
• Your User Content, including any allegation that it infringes third-party rights or violates applicable law; or
• Your misuse of the Service or use contrary to our instructions or documentation.

17. Suspension and Termination

We may suspend or terminate your access to the Service, in whole or in part, with or without notice, if:

• You materially breach these Terms or fail to remedy a breach within a reasonable period after being notified;
• We reasonably believe that your use of the Service may cause harm to the Service, to other users or to third parties;
• We are required to do so by law, court order or competent authority; or
• You fail to pay applicable fees for a paid plan after a reasonable grace period.

You may stop using the Service at any time and, where applicable, cancel your subscription in accordance with the instructions provided in your account or our website. Upon termination or expiration of your access to the Service:

• Your right to use the Service will immediately cease;
• We may retain certain User Content for a limited period, as required for legal, security or operational reasons, after which it may be deleted or anonymized; and
• Certain provisions of these Terms that by their nature should survive (such as those relating to intellectual property, confidentiality, liability and governing law) will continue to apply.

18. Changes to these Terms

We may update these Terms from time to time, for example to reflect changes in the Service, in applicable law or in our business. When we make material changes, we will provide you with appropriate notice (for example, by e-mail, by notification within the Service or by updating the “Last updated” date at the top of this page).

Unless otherwise required by law, the updated Terms will take effect from the date indicated. Your continued use of the Service after the entry into force of the updated Terms constitutes your acceptance of them. If you do not agree, you must stop using the Service.

19. Governing Law and Jurisdiction

These Terms and any dispute or claim arising out of or in connection with them or with the Service shall be governed by and construed in accordance with the laws of Spain, without regard to its conflict of laws rules.

Subject to any mandatory consumer protection rules that may apply, you and XKEMA irrevocably agree that the courts of Madrid (Spain) shall have exclusive jurisdiction to settle any such dispute or claim.

If you are considered a consumer under applicable law, you may also have the right to bring proceedings in the courts of your place of residence and to access out-of-court dispute resolution mechanisms, where available.

20. Miscellaneous

If any provision of these Terms is held to be invalid or unenforceable, that provision shall be enforced to the maximum extent permissible and the remaining provisions shall remain in full force and effect.

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. Any waiver must be in writing and signed by us.

These Terms, together with our Privacy Policy and any other documents expressly incorporated by reference, constitute the entire agreement between you and XKEMA in relation to the Service and supersede any prior understandings or agreements, whether written or oral.

21. Contact

If you have any questions, comments or requests regarding these Terms, you can contact us at:

• E-mail: [email protected]