Platform Terms of Service

Effective Date: December 4, 2024

These Platform Terms of Service (these “Terms”) govern your use of the Hadrian platform and associated tools made available at https://app-vnext.datumsource.us (collectively, the “Platform”) by Hadrian Automation, Inc. (“Hadrian,” “we” and “us”). Your use of the Platform indicates that you agree on behalf of yourself and the company or entity that you represent (collectively, “you”), to be bound by these Terms. If you are an individual accepting these Terms on behalf of your company or other entity, you represent and warrant that you have the authority to bind your company or entity to these Terms. 

By using our Platform, you agree to these Terms. However, please note that if you choose to use any additional services or features offered by us, you may be required to accept additional terms and conditions specific to those services or features (“Additional Terms”). Your use of any such additional services or features will be subject to both these Terms and such Additional Terms. In the event there is a conflict between these Terms and any such Additional Terms, such Additional Terms will govern.  

We reserve the right to modify these Terms prospectively at any time. We will post any updates to these Terms on our website and will indicate the date the Terms were last revised. Your continued use of the Platform after any such change constitutes your acceptance of the updated Terms. 

Overview of the Platform 

The Platform allows users who are soliciting certain types of services (“Buyers”) to upload designs, documentation, specifications, diagrams, instructions, descriptions, information, software code, hardware components, hardware systems, or any other materials (collectively, “Project Specifications”) for review by prospective service providers (“Suppliers”) on the Platform. The Platform allows Suppliers to designate and advertise their capabilities to fabricate or machine generally, or as it relates to any Project Specifications, to prospective Buyers on the Platform (“Fabrication Capabilities”). Any Project Specifications or Fabrication Capabilities uploaded or posted to the Platform, or any other content you upload or post through your account, are collectively referred to in these Terms as “User Content”. 

Account Registration 

To access or use the Platform, you must first register with the Platform and set up a user account. During the user registration process, you will be required to agree to these Terms. You acknowledge and agree that we have the sole discretion to determine your candidacy and eligibility as a user of the Platform. Your status as a user may be revoked at any time.  

When you register for a user account, you will be asked to disclose certain personal information, including your name and email address, and to set up a password. 

You agree to provide us with true, accurate and complete information about you as requested in the registration process. You also agree to update such information promptly as necessary to keep it current and accurate. 

You are responsible for maintaining the confidentiality of your account login information and are solely responsible for all activity under your account. You agree to immediately notify us of any actual or suspected unauthorized use of or access to your account. We are not responsible for any losses or damages arising from your failure to maintain the confidentiality of your account login information or to report any actual or suspected breach of your account. 

Subscription Fee 

The Platform is made available on a subscription basis in accordance with the subscription terms communicated to you at the time of registration. Please note, Hadrian reserves the right to charge additional fees for access to or use additional services and feature that we may make available to you. Unless otherwise agreed to in writing, this subscription fee does not supersede, and is in addition to, any other fee you may be subject to for the use of additional services.  Hadrian reserves the right to change the subscription fee prospectively at any time. 

You are responsible for any third-party fees or costs that you may incur when using the Platform (e.g., fabrication costs assessed by other users of the Platform for any User Content). You are also responsible for any sales taxes, use taxes, or other taxes applicable to your use of the Platform. 

No Endorsement 

You expressly acknowledge that Hadrian does not endorse, support, represent or warrant, or guarantee the truthfulness, accuracy, or reliability of, any Project Specifications or Fabrication Capabilities, or with respect to any opinion expressed about, or in connection with, any Project Specifications or Fabrication Capabilities. 

Dealings with Other Users and Third Parties 

You are solely responsible for your interactions with other users of the Platform and any other third party, including any dispute between you and another user in connection with any Project Specifications or Fabrication Capabilities. You acknowledge that Hadrian and its representatives are not parties to, and have no responsibility for, any communication, transaction, dispute or any other interaction between you and any other user of the Platform or other third party. We reserve the right, but have no obligation, to monitor or attempt to mediate any dispute between you and any other user of the Platform. YOU AGREE THAT HADRIAN SHALL NOT BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGE OF ANY KIND ARISING FROM ANY DEALINGS BETWEEN YOU AND ANY OTHER USER OF THE SERVICE OR OTHER THIRD PARTY.  

User Content 

You understand and agree that you are solely responsible for all User Content. This means that you assume all risks associated with any access to or use of User Content by others, including any reliance by any user of the Platform on the accuracy, completeness or propriety of any User Content. You also hereby assume all risks associated with User Content to the extent that it reveals any confidential or proprietary information of you or any third party. 

You authorize Hadrian to store copies of any or all User Content as we deem necessary in order to facilitate the operation of the Platform. However, we are not obligated to back up any User Content. You acknowledge that any User Content may be deleted at any time, and that you are solely responsible for creating backup copies of User Content. 

You hereby grant to Hadrian a non-exclusive, transferable, fully-paid-up, royalty-free, worldwide license, commencing on the date you upload or post User Content to the Platform until you remove such User Content from the Platform, to use, copy, perform, display, and distribute such User Content on and through the Platform to other users (subject to any limitations you have specified regarding such User Content.) 

You represent, warrant and agree that User Content does not and will not violate or infringe upon the rights of any third party, including any copyright, trademark, trade secret, or other intellectual property, personal or proprietary right, and does not violate any applicable law, rule, or regulation, or any obligation or restriction imposed by any third party. You also represent and warrant that you own or have all licenses, consents, or permissions necessary to grant the license herein, including under any and all copyright, trademark, trade secret, or other intellectual property or proprietary right, as well as under any rights of privacy, rights of publicity and similar rights of any type in or to User Content.  

Please keep in mind that any User Content you upload, post or otherwise make available to the Platform will be available—namely, to all registered users of the Platform or to those users or categories of users that you designate. Accordingly, you must exercise caution, good sense and sound judgment in determining which Content to upload to the Platform.  

User Conduct; Prohibited Content 

You agree not to upload, post or otherwise make available through the Platform any of the following: 

  • any computer viruses, worms, or any software intended to damage or alter a computer system or data; 
  • any confidential, restricted, or private information of any third party; or 
  • any content that is harmful, threatening, unlawful, defamatory, infringing, abusive, inflammatory, harassing, vulgar, obscene, fraudulent, invasive of privacy or publicity rights, hateful or otherwise objectionable. 

In using the Platform, you also agree not to do any of the following: 

  • impersonate any other person or entity in your account profile, or falsely state or otherwise misrepresent yourself or your affiliation with any other person or entity in your account profile; 
  • send unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages; 
  • harvest, collect, gather, or assemble information or data regarding other users, including email addresses, without their consent; or 
  • use the Platform in a way that is not in compliance with any applicable law, rule or regulation. 

We reserve the right, in our sole discretion, to prohibit certain categories of User Content from being uploaded to or made available through the Platform, which we may specify in these Terms or communicate to you at any time (collectively, “Prohibited Content”). Prohibited Content includes, at a minimum, any User Content concerning any product, device, equipment, or other article that is prohibited by any law, rule or regulation from being promoted, bought or sold, or any technology, technical data or software source code from being shared, through a platform such as the Platform or otherwise online, including, but not limited to, any of the following: 

  • Air traffic control systems; 
  • Drug paraphernalia, controlled substances or illegal drugs; 
  • Illegal telecommunications equipment; 
  • Burglary tools, including master keys for automobiles and lock-picks; 
  • Counterfeit currency, coins, stamps, or tickets, or any equipment designed to make counterfeit items; and 
  • Computer viruses, spyware, worms, trojans, ransomware, and all other malware or software used to generate, modify, and deploy malware. 

You shall not upload, post or otherwise make available on the Platform any Prohibited Content. Without limiting the foregoing, it is your responsibility to comply with all laws, rules, and regulations applicable to your activities on the Platform, including all uploading, posting, and otherwise making available User Content on the Platform. 

Export Control and Trade Regulation 

You acknowledge that Hadrian is a U.S. company, and that certain servers and other facilities where information is stored for the Platform may be in the U.S., and thus any User Content uploaded, posted or made available to the Platform may be subject to U.S. export control regulations, including under the U.S. Export Administration Regulations (the “EAR”) and International Traffic in Arms Regulations (“ITAR”). You further acknowledge that users of the Platform may include individuals and entities that are not U.S. persons. It is your responsibility to ensure that your use of the Platform complies with all applicable laws, rules, and regulations, including U.S. export control laws. You shall ensure that no User Content requires prior authorization from the U.S. government for release to a public-domain website pursuant to U.S. export control laws.

You represent and warrant that (i) you are not ordinarily resident in, or located during any use of the Platform within, a country or territory that is subject to comprehensive U.S. sanctions or other significant trade restrictions, as may be amended from time to time (including without limitation Cuba, Iran, Sudan, Syria, North Korea and the Crimea region); (ii) you are not identified on any U.S. government restricted-party lists (including without limitation the U.S. Treasury Department’s List of Specially Designated Nationals and Blocked Persons, the U.S. Department of Commerce’s Denied Persons List, Entity List and Unverified List and the U.S. Department of State’s proliferation-related or sanctions lists), or an asset freeze under the laws of the United Kingdom, a member state of the European Union or Canada; (iii) you will not, unless otherwise authorized under applicable U.S. export control or sanctions laws, use the Platform in any restricted end use, including, without limitation, design, analysis, simulation, estimation, testing, or other activities related to nuclear, chemical/biological weapons; and (iv) that no part User Content is subject to any restriction on disclosure, transfer, download, export or re-export under applicable U.S. export control laws. 

You agree that you will not use the Platform to disclose, transfer, download, export or re-export, directly or indirectly, User Content or any other content or material to any country, entity or other party which is ineligible to receive such items under applicable U.S. export control laws or under other laws or regulations to which you may be subject. 

Intellectual Property Rights 

Subject to the terms and conditions of these Terms, the Platform, and all intellectual property right therein, belong to Hadrian. 

Subject to the terms and conditions of these Terms, Hadrian grants you a non-exclusive, limited license to access and use the Platform solely for the purposes set forth in these Terms. Any use of the Platform other than as specifically authorized in these Terms, without the prior written permission of Hadrian, is strictly prohibited and will automatically terminate the foregoing license granted to you. Also, this license will terminate upon any termination of the Terms or upon any suspension, termination or cancellation of your account. 

Notwithstanding anything to the contrary in this Agreement, Hadrian may monitor and use any User Content, including any information, data, criteria, or insights pertaining to any Project Specifications or Fabrication Capabilities to gain and develop aggregated or anonymized insights (“Insights”). Hadrian shall own all right, title, and interest to any Insights, and may use them for any lawful purpose.  

If you provide us any feedback or suggestions, ideas, improvements, modifications, error identification or other information relating to the Platform (“Feedback”), you hereby grant to Hadrian a non-exclusive, perpetual, irrevocable, non-terminable, worldwide, royalty-free, fully-paid-up, sublicensable right and license to copy, distribute, display and create derivative works of and otherwise use such Feedback without restriction, including to improve the Platform and to develop, market, offer, sell and provide other products and services. 

Third Party Websites and Content 

The Platform may contain or deliver links to other websites (each, a “Third-Party Site”). Such Third Party Sites are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Hadrian, and we are not responsible for any Third Party Sites accessed through the Platform or any third party content uploaded to, or otherwise available through, the Platform. 

 If you decide to leave the Platform and access a Third Party Site, you do so at your own risk and you should be aware that these Terms and our other policies no longer govern. You should review the terms and policies, including privacy and data gathering practices, applicable to any Third Party Site to which you navigate or relating to any applications you use or install from the Platform. 

Pilot Features 

From time to time, we may make additional functionality or associated tools of the Platform available to you on an evaluation or pilot basis (“Pilot Features”). If you are expressly permitted to use the Pilot Features, you will have the same rights to use such Pilot Features as described in these Terms during the term that such Pilot Features are made available to you, as such term is determined by Hadrian in its sole discretion. The Pilot Features are provided “AS IS” and without any warranty. 

 Disclaimers 

The Platform may be temporarily unavailable from time to time for maintenance or other reasons. Hadrian assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, user communications. Hadrian is not responsible for any technical malfunction or other problems of any telephone network or service, computer systems, servers or providers, computer or mobile phone equipment, software, failure of email on account of technical problems or traffic congestion on the Internet or on the Platform or combination thereof, including injury or damage to your or to any other person’s computer, mobile device, or other hardware or software, related to or resulting from using or downloading materials in connection with the Platform. Under no circumstance will Hadrian be responsible for any loss or damage resulting from your use of the Platform, or from any User Content uploaded or otherwise made available through the Platform, or from any interactions between users of the Platform (whether online or offline). 

We reserve the right, at any time, to modify, suspend, or discontinue the Platform, or any part thereof, with or without notice. You agree that Hadrian will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Platform, or any part thereof. Hadrian will have no obligation to provide you with any support or maintenance in connection with the Platform, including any Project Specifications or Fabrication Capabilities. 

YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE FOREGOING EXCLUSIONS MAY NOT APPLY TO YOU. 

TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, HADRIAN HEREBY DISCLAIMS ANY AND ALL RESPONSIBILITY, RISK, LIABILITY, AND DAMAGES ARISING OUT OF DEATH OR PERSONAL INJURY RESULTING FROM THE USE OF ANY CONTENT OR RELIANCE UPON ANY FABRICATION CAPABILITIES ON THE SERVICE, WHETHER ORIGINATING FROM YOU OR FROM ANY OTHER USER. 

HADRIAN DOES NOT GUARANTEE ANY SPECIFIC RESULT FROM USE OF THE SERVICE, AND DOES NOT REPRESENT OR WARRANT THAT THE SERVICE WILL BE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE OR THAT THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL CONTENT OR MATERIALS. 

Limitations on Liability 

IN NO EVENT WILL HADRIAN OR ITS DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, PARTNERS OR AGENTS BE LIABLE TO YOU FOR ANY CONSEQUENTIAL, INCIDENTAL OR OTHER SPECIAL OR INDIRECT DAMAGES, OR FOR ANY LOST BUSINESS PROFITS, OR FOR PUNITIVE OR EXEMPLARY DAMAGES, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, ARISING FROM YOUR USE OF THE SERVICE, EVEN IF HADRIAN IS AWARE OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. 

NOTWITHSTANDING ANYTHING TO THE CONTRARY HEREIN, HADRIAN’S LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS OR YOUR ACCESS TO OR USE OF THE SERVICE IS LIMITED TO THE GREATER OF (A) ONE HUNDRED DOLLARS ($100) OR (B) THE AMOUNTS YOU HAVE PAID TO HADRIAN IN THE PRIOR 12 MONTHS PURSUANT TO THESE TERMS. 

SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OF CONSEQUENTIAL DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. 

Indemnity 

You agree to indemnify and hold harmless Hadrian, and its directors, officers, agents, contractors, partners and employees, from and against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of or in connection with any third party claims, actions or proceedings concerning: (i) your use of the Platform; (ii) your violation of these Terms; or (iii) your violation of any applicable law, rule or regulation. Hadrian reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us and you agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify you of any such claim, action or proceeding in a timely manner. 

Governing Law 

These Terms and your use of the Platform shall be governed exclusively by, and construed in accordance with, the internal laws of the State of California without reference to the choice of law or conflicts of law principles thereof, and all claims relating to or arising out of these Terms, or the breach thereof, or your use of the Platform, whether sounding in contract, tort or otherwise, shall likewise be governed exclusively by the laws of the State of California without reference to the choice of law or conflicts of law principles thereof. 

Arbitration 

Any dispute, claim or controversy arising out of or in connection with these Terms or the Platform, or the breach, termination, enforcement, interpretation or validity of these Terms (“Dispute”), including the determination of the scope or applicability of this agreement to arbitrate, shall be finally decided by arbitration in accordance with JAMS Comprehensive Arbitration Rules and Procedures before a panel of three (3) JAMS arbitrators, one selected by Hadrian, one selected by you, and the third, who shall be the chairman, selected by agreement of the two arbitrators selected by the parties. In the event the two arbitrators fail to agree on the selection of the third arbitrator within thirty (30) days following the selection of the second arbitrator, the chairman shall be selected in accordance with the JAMS Comprehensive Arbitration Rules and Procedures. The arbitration shall be conducted in Los Angeles, California and by applying California law, without regard to any rules regarding conflicts of law. Each party may be represented by counsel in any such arbitration. During the course of any arbitration hereunder, each party will (a) each bear its own costs and attorneys’ fees and any expert witness fees, and (b) each bear equally the arbitrators’ fees and expenses. Any arbitration under this Agreement shall be confidential, and the parties may request that the arbitrators issue appropriate protective orders to safeguard each party’s confidential information. Except as required by law, no party may make (or instruct the arbitrators to make) any public announcement with respect to the proceedings or decision of the arbitrators without the prior written consent of the other party. Any award rendered by the arbitrators shall be final, and judgment may be entered upon it in any court having jurisdiction. The arbitrators shall have the authority to award temporary, preliminary and permanent injunctive and equitable relief in the arbitration (in addition to any monetary relief); provided, however, that either party may opt to seek emergency injunctive relief, at any time, from a court of competent jurisdiction. The existence of any Dispute, and any related resolution, mediation settlement or arbitration decision, shall be kept in confidence by the parties, except as required in connection with the enforcement of an arbitration decision or as otherwise required by applicable law. 

Miscellaneous 

These Terms constitute the entire agreement between you and Hadrian regarding the Platform, superseding any prior agreements between you and Hadrian relating thereto. The failure of Hadrian to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision in that or any other instance. If any provision of these Terms is held invalid, the remainder of these Terms shall continue in full force and effect. If any provision of these Terms shall be deemed unlawful, void or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions. 

Questions 

If you have any questions regarding these Terms, please contact us by sending an email to [email protected].