Terms of Service

Effective Date: 2024.10.01

Welcome to ODE!

ODE is a cloud-based platform designed to deliver innovative tools for product design and engineering, which is operated by Orthogonal Supersystems GmbH (referred to as"Orthogonal," "we," "our," or "us"). These Terms of Service (“Terms”) explain your rights and responsibilities when using ODE. By creating an account or using our services, you agree to these Terms.

1 - User Accounts and Responsibilities

1-1 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. You must be at least 16 years old, or the minimum age of consent in your jurisdiction, to use the Services. If you are under the age of 16 but above the minimum age of consent in your jurisdiction, you may only use the Services with the explicit consent of your parent or guardian. Parents or guardians who consent to their child’s use of the Services are responsible for supervising their child’s activity on the platform.

1-2 Creating and Managing Your Account

When you sign up for an ODE account, we ask that you provide accurate and current information. Keeping your account details up to date will help us serve you better. If you’re using ODE on behalf of an organization, you confirm that you have the authority to represent your organization.

1-3 Account Security

Your account security is important to us. Please keep your login details safe and let us know immediately by email if you notice any unauthorized access or suspicious activity. We’ll work with you to secure your account.

2 - Service Usage and Intellectual Property

2-1 License to Services

We grant you a non-exclusive, non-transferable, and non-sublicensable license to access and use ODE based on these Terms and your chosen subscription plan.

2-2 License to Community Resources

If you use any Community Resources available on ODE Community, you acknowledge and agree that (i) you are obtaining a license to the Community Resource directly from the Community Creator (not ODE); (ii) your license is subject to the terms entered into between you and the Community Creator, (iii) ODE does not and will not have any responsibility or liability under any agreement between you and a Community Creator (or to enforce any such agreement); (iv) by obtaining any Community Resource on ODE Community, you have authorized us to share your relevant data (such as name and email address) with the Community Creator, Any sharing of your data with the Community Creator is conducted in accordance with our Privacy Policy and solely to facilitate the provision of the purchased Community Resource; and (v) Community Resources may be removed from ODE Community at any time for any reason.

2-3 Respectful and Lawful Use

You can use ODE to design, collaborate, and innovate. However, you must comply with the law and respect others when using the platform.

2-4 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 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) 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 technical limitations implemented by Orthogonal.

2-5 Intellectual Property Ownership

All software, tools, and materials related to ODE are owned by Orthogonal Supersystems GmbH or our partners. Reproduction or distribution of any part of the platform without prior written permission is strictly prohibited. Any feedback, suggestions, or ideas provided by you regarding the Services will be considered non-confidential, and we may use them without any obligation to compensate you.

3 - User Content and Data Protection

3-1 Ownership of Your Content

Everything you create or upload using ODE belongs to you. We don’t claim ownership over your content.

3-2 How We Use Your Content

When you use ODE, you give us permission to store, process, and display your content—but only to provide the services you need.

3-3 Responsibility for Results

You are responsible for how you apply the results and outcomes generated through ODE. ODE is not liable for any consequences related to the performance or use of your designs or products. Think of ODE as a powerful tool to support your work, but the final decisions are yours.

3-4 Data Security

We prioritize your data security. ODE employs encryption and other measures to protect your data. For details, please see our Privacy Policy. By using ODE, you agree with our data practices.

3-5 Indemnity

You will indemnify and hold harmless ODE and its officers, directors, employees, and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with (i) your access to or use of the Services; (ii) your Customer Content; (iii) your violation of these Terms, or (iv) your use of Community Resources.

4 - Subscriptions and Payments

We offer a variety of plans to meet your needs. You can explore the details and pricing on our website.

4-1 Subscriptions

By purchasing a subscription to our Services (each referred to as a “Subscription”), you expressly authorize us or our third-party payment processor to charge you for the selected Services. Please note that Subscriptions do not cover sales from third parties on the ODE Community, as outlined in Section 4.2 below.

4-2 Community Purchases

If you purchase any resources on the ODE Community, you acknowledge and agree that ODE acts as the Community Creator’s commercial agent for the sale. Payments for these resources are made directly to us, and you authorize us or our third-party payment processor to charge you for these resources. Applicable fees, including any recurring charges, will be specified during the payment process.

4-3 Payment Authorization

You represent and warrant that you have the legal right to use all payment methods provided to us, including the authorization for recurring payments.

4-4 Failure to Pay

If you fail to pay any outstanding fees, we reserve the right to limit your access to the Services, in addition to any other legal rights or remedies we may have.

4-5 Subscription Fees

All Subscription plans involve recurring charges (collectively referred to as “Subscription Fees”). Subscription Fees may recur on a monthly, quarterly, or annual basis, depending on your selected plan. Fees are subject to change, but we will notify you in advance of any changes.Subscription Fees are exclusive of taxes. You are responsible for all applicable taxes as outlined in Section 4.9, which may be charged separately.

4-6 Acknowledgment of Recurring Payments

By agreeing to these Terms and purchasing a Subscription, you accept responsibility for all recurring payment obligations until you or ODE cancel the Subscription. We, or our third-party payment processor, will charge you automatically on the payment schedule you selected (e.g., monthly, quarterly, or annually), using the payment method provided.

4-7 Payment Schedule Adjustments

If your Subscription begins on a date not repeated in subsequent months, we will process the payment on a date we deem appropriate. For example, a monthly subscription started on January 31st will likely be charged next on February 28th. We may also authorize your payment method in advance for applicable fees or related charges.

4-8 Subscription Continuity and Cancellation

Your Subscription will continue until you cancel it, or until we terminate your access in accordance with these Terms. 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 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. If you are a consumer residing in the EU, you may cancel your Subscription within 14 days of purchase and receive a full refund, provided you have not accessed the Services during this period. Accessing the Services includes logging into your account, downloading any resources, or initiating any activity that utilizes our platform.

4-9 Taxes

All fees are exclusive of taxes. You agree to (a) pay all applicable taxes related to transactions and payments under these Terms, including sales/use, value-added (VAT), GST, or other taxes, excluding those based on our income, employees, or real property, and (b) handle any required tax filings. If we are required to collect a tax that was not charged at the time of sale, we reserve the right to charge you for the applicable tax later.

4-10 Withholding

All payments you make to us under these Terms are made without deductions or withholdings. If any deduction or withholding (e.g., cross-border withholding taxes) is required by law, you will pay additional amounts to ensure we receive the full payment amount as if no deduction or withholding was required. Both parties will use commercially reasonable efforts to obtain, reduce, or eliminate any applicable withholding, deduction, or tax exemptions, where possible.

5 - Service Availability and Updates

5-1 Uptime and Maintenance

We strive to provide reliable service. However, occasional maintenance or updates may interrupt access. We’ll notify you in advance whenever possible.

5-2 Updates and Improvements

By using ODE, you agree to receive automatic updates, including new features and improvements.

5-3 Force Majeure

We 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 non-performance. If we believe 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 our sole discretion.

6 - Termination

6-1 Termination by You

You can terminate your account at any time. Contact us if you need assistance.

6-2 Termination by Us

We may suspend or terminate your account for violations of these Terms.

7 - Confidentiality

7-1 Confidential Information

We (the “Discloser”) have disclosed or may disclose proprietary or non-public business, technical, financial, or other information (“Confidential Information”) to you (the “Recipient”). Our Confidential Information expressly includes non-public information regarding features, functionality, and performance of the Services, including security related information.

7-2 Obligations

The Recipient will use the Discloser’s Confidential Information only for the purpose of evaluating whether or not to use (or continue to use) the Services. The Recipient will not disclose 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. The obligations set forth herein will survive for so long as these Terms are in effect between the parties and for five years thereafter.

8 - Warranties and Disclaimers

8-1 Data Restoration

In the event of any loss or corruption of data associated with your Subscription, ODE will make commercially reasonable efforts to restore the affected data from the most recent relevant backup maintained by ODE. You are responsible for maintaining backups of your content. Except for this provision, ODE will not be responsible for any loss, destruction, alteration, unauthorized disclosure, or corruption of any data.

8-2 Service Disclaimer

We do not warrant that the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. While we strive to provide uninterrupted services, we cannot guarantee that the Services will be free from interruptions or errors. However, we will use commercially reasonable efforts to resolve any interruptions promptly. We do not guarantee the quality, accuracy, timeliness, completeness, or reliability of any Services, nor do we make assurances regarding data retention or preservation. Except as set forth in section 8.1, the services are provided “as is,” Without warranty of any kind. Without limiting the foregoing, we expressly disclaim any implied warranties of merchantability, fitness for a particular purpose, quiet enjoyment, non-infringement, and any warranties arising from the course of dealing or usage of trade.

8-3 Third-Party Resources

ODE does not warrant or support, and assumes no responsibility or liability for, any third-party resources or applications not developed by ODE, including community resources, plugins, widgets, component libraries, and code components (collectively, “third-party resources”). Third-party resources are provided by independent parties, not by ODE. Any use of third-party resources is solely between you and the third-party provider, and ODE disclaims all responsibility or liability for the actions or omissions of these third parties.

9 - Limitation of Liability

ODE is provided on an 'as is' basis. While we endeavor to deliver a high-quality experience, we do not guarantee error-free or perfect results. To the extent permitted by law, we’re not liable for indirect, incidental, or consequential damages, including loss of data or profits.The limitations of liability set forth in this Section 9 do not apply in cases of gross negligence, willful misconduct, or other instances where liability cannot be limited under applicable law.

9-1 Limitation on Damages

Neither ODE nor any party involved in the creation, production, or delivery of the services (“suppliers”) shall be liable for any incidental, special, exemplary, or consequential damages. This includes, but is not limited to, loss of 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 the use or inability to use the services. This limitation applies whether based on warranty, contract, tort (including negligence), product liability, or any other legal theory, and regardless of whether ODE has been advised of the possibility of such damages.

9-2 Total Liability Cap

In no event shall the total liability of ODE or its suppliers arising out of or in connection with these terms or from the use or inability to use the services exceed the amounts you have paid to ODE for the services in the twelve months prior to the event giving rise to liability, or, if no such payments have been made, one hundred euros (€100).

9-3 Risk Allocation

Each provision of these terms that provides for a limitation of liability, disclaimer of warranties, or exclusion of damages serves to allocate the risks between the parties. This allocation is reflected in the pricing offered by ODE and is an essential element of the agreement between the parties. Each of these provisions is severable and independent of the other provisions of these terms. The limitations in this section 9 apply to the maximum extent permitted by law, even if any limited remedy fails of its essential purpose.

10 - Dispute Resolution and Governing Law

These terms will 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.

10-1 Governing Law

These Terms are governed by the laws of the Federal Republic of Germany. The application of the 1980 Vienna Convention on the International Sale of Goods is excluded.

10-2 Resolving Disputes

We prefer to solve issues together. If a dispute arises, contact us by email and we’ll do our best to resolve it within 30 days.

If the dispute cannot be resolved through negotiation, you and we both agree to resolve disputes through binding arbitration under the rules of the German Arbitration Institute (DIS). The arbitration will take place in Munich, Germany, in English.

If you are a consumer residing in the EU, you may choose to resolve disputes through arbitration, mediation, or in your local courts.

If You are a consumer who is not acting for professional or commercial purposes, then You may be able to submit a dispute to the European Online Dispute Resolution ("ODR") platform. The ODR platform is designed to help consumers who have purchased goods or services online.

For consumers, disputes must be raised within two (2) years from the date of the event. For non-consumers(acting for professional or commercial purposes), claims must be raised within one (1) year from the date the breach was discovered or reasonably should have been discovered.

11 - Entire Agreement

These Terms, along with our Privacy Policy and any applicable subscription terms, represent the entire agreement between you and Orthogonal Supersystems GmbH. They replace any prior agreements or understandings.

12 - 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 do not agree with the modified Terms, you may terminate your account without penalty before the changes take effect. Previous versions of these Terms will remain accessible on our website for reference. If you continue to use the Services, including keeping your files on 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.

13 - Contact Us

We’re always here to help. If you have questions or need support, reach out at:

Email: info@orthogonal.dev

Thank you for choosing ODE! We’re excited to support your creativity and success.