Terms of Service, License & Professional Services Agreement

Last Revised: October 5, 2026

Part A — General Terms

A1. Who We Are & How These Terms Fit Together

jbdStudio, LLC. ("jbdStudio", "we", "us") is the company behind SwissNC and the other software, web applications and services published on or through this site. "You" means the organization or facility that uses them, together with its authorized users.

SwissNC. SwissNC is licensed under the SwissNC Terms of Service and your written agreement for it. Those terms govern your use of SwissNC. These Terms do not replace them, and where the two differ about SwissNC itself, the SwissNC Terms control.

Order of precedence. Where documents conflict, they control in this order: (1) a written agreement signed by both parties; (2) a statement of work, proposal or quote accepted by both parties (a "Statement of Work" or "SOW"), but only for that engagement; (3) the SwissNC Terms, for SwissNC; and (4) these Terms. Terms in your purchase order or other business form that add to or differ from these Terms do not apply, even if we accept the order, unless we agree to them in a signed writing.

Acceptance. You accept these Terms by using our software or site, by accepting a quote or SOW, by issuing a purchase order for our services, or by paying our invoice.

A2. Confidentiality

Each party will keep the other's non-public business and technical information that is marked or reasonably understood to be confidential ("Confidential Information") in confidence, use it only to perform or receive the software and services, and share it only with personnel and contractors who need it and are bound to protect it. This does not cover information that is or becomes public through no fault of the receiving party, that the receiving party already had or developed independently, or that it lawfully receives from someone else. A party may disclose Confidential Information where required by law, after giving the other party prompt notice where lawful. Your part drawings, CAD models, programs and process data are your Confidential Information. Our source code, post processor sources, algorithms and pricing are ours. These obligations last for three years after the engagement ends, and for trade secrets and source code for as long as they remain trade secrets.

A3. Feedback

If you or your users provide comments, suggestions, ideas or feature requests about our software or services ("Feedback"), you assign to jbdStudio, LLC. all right, title and interest in that Feedback, without restriction, royalty, attribution or compensation. Feedback does not include your Confidential Information or your Customer Materials (Section C4).

A4. Governing Law & Dispute Venue

These Terms, every SOW, and your use of our software and services shall be governed by and construed in accordance with the laws of the Commonwealth of Pennsylvania (PA), without regard to its conflict of law principles. You explicitly agree that if there is a dispute, any legal action, claim, or proceeding arising out of or relating to these terms, our software or our services must be brought and disputed exclusively in the state or federal courts located in Pennsylvania, and you hereby submit to the personal jurisdiction of such courts. Either party may seek an injunction in any court of competent jurisdiction to protect its intellectual property or Confidential Information.

A5. General Provisions

Changes. We may revise these Terms by posting a new version here. A revision applies from its posting date, but it does not change an SOW already accepted by both parties, which stays under the version in force when it was accepted.

Independent contractor. jbdStudio, LLC. performs services as an independent contractor. Nothing in these Terms creates a partnership, joint venture, employment or agency relationship. We may use qualified subcontractors and remain responsible for their work.

Force majeure. Neither party is liable for a delay or failure (other than a payment obligation) caused by events beyond its reasonable control, including power or network outages, hosting or third-party service failures, natural disasters, labor disputes or government action.

Assignment. You may not assign these Terms or an SOW without our written consent, except to a successor of your whole business that agrees to be bound by them. We may assign them to an affiliate or a successor of our business.

Notices. Notices must be in writing and may be given by email to the address each party designates. Notices to us go to support@jbdstudio.com.

Severability & waiver. If any provision is held unenforceable, it will be enforced to the fullest extent permitted and the rest of these Terms stays in force. A failure to enforce a provision is not a waiver of it.

Entire agreement. These Terms, together with any signed agreement, SOW and the SwissNC Terms where they apply, are the entire agreement between the parties on their subject and supersede prior proposals and discussions about it.

Part B — Software & Hosted Applications

B1. Scope, License Grant & Service Availability

Subject to these Terms, jbdStudio, LLC. grants your organization or facility a limited, non-exclusive, non-transferable, revocable license to access and use the software products, web applications and digital services hosted on or distributed through this site, for your internal business purposes. SwissNC is licensed under the SwissNC Terms instead (Section A1). Except where a signed agreement or SOW commits us otherwise, all software and services are provided on an as-available basis for as long as they are published and maintained by jbdStudio, LLC., and we may modify, update, restrict or discontinue any software, application, feature or service at any time without prior notice or obligation.

Evaluation & Trial Access: If software is provided to you under an evaluation, trial or beta authorization, you may use it solely for internal evaluation to assess suitability, and not for live commercial production, revenue-generating activities or commercial manufacturing operations.

B2. Access & Distribution

The access links and tokens we issue are unique to you and tied to your account and the environment that requested them. You agree not to bypass or tamper with access tokens, alter or replace the files our software serves, share or mirror its download links or endpoints, or pass any part of our software to anyone who is not an authorized user. This does not restrict your rights in open source components under their own licenses.

B3. Proprietary Rights & Use Restrictions

Our toolpath and synchronization engines, post processor engine and post processors, simulation, parsing routines, user interfaces and the rest of our own source code are the exclusive property of jbdStudio, LLC. You may not decompile, reverse engineer or otherwise attempt to recover their source code, or separate out their components for use outside our software, except as an open source license that applies to a specific component permits. You shall not publish, disclose or distribute performance evaluations, benchmark results or competitive analysis of our software to any third party without our prior written consent.

B4. Expiry & Suspension of Access

Your authorization to use a licensed product ends when its licensed term ends unless it is renewed. jbdStudio, LLC. may invalidate access tokens and suspend your organization's access, without prior warning, if you breach these Terms, including tampering with access tokens, working around rate limits or distributing our software contrary to Section B2. Sections A2 through A5, B3, and Part D survive expiry, suspension or termination.

Part C — Professional Services & Custom Software

C1. Engagements & Statements of Work

"Services" means work we perform for you, including CNC and Swiss-type part programming, process development, post processor development and modification, custom software, scripts, macros, add-ins and integrations ("Custom Software"), consulting, training, and remote or on-site support. Each engagement is described in an SOW, which may be a proposal, quote or email accepted by both parties, and which sets out the scope, the deliverables ("Deliverables"), the fees and any schedule. Work outside the SOW, including work caused by changes to your parts, machines, controls or requirements, is a change and is performed only under a change order or a revised SOW agreed in writing, at the rates in the SOW or, if none, our then-current rates. Schedules are good-faith estimates and depend on you meeting your responsibilities in Section C2.

C2. Your Responsibilities

Delays or extra work caused by missing, late or inaccurate information or access are changes under Section C1.

C3. Verification & Acceptance

Machine verification. Every NC program, post processor, macro and other output we deliver must be verified by your qualified technician and proven out on the machine (single-block, reduced rapids and feed, dry run or air cut as appropriate) before it is run in production. Posted output depends on the control, machine options, parameters, tooling and setup, which are under your control, and the same program can behave differently from one machine to another. Our participation in a prove-out does not transfer responsibility for running the machine.

Acceptance. You will review each Deliverable within ten (10) business days of delivery and tell us in writing of any way in which it does not materially conform to the SOW, with enough detail for us to reproduce it. We will correct conforming nonconformities and redeliver, and the same review applies to the redelivery. A Deliverable is accepted when you accept it in writing, when the review period ends without such a notice, or when you use it in production, whichever is first.

C4. Ownership & License of Deliverables

Customer Materials. You keep all rights in the drawings, models, programs, data and other materials you provide ("Customer Materials"). You grant us a non-exclusive license to use them only to perform the Services. You represent that you have the rights needed to provide them to us for that purpose.

Background Technology. jbdStudio, LLC. keeps all rights in everything it owned or developed before or apart from your engagement, and in its general tools, libraries, frameworks, templates, post processor engine and post processor code, SwissNC and its components, and in improvements to any of them made during the Services ("Background Technology"). We remain free to use the general skills, know-how and techniques we gain from any engagement, provided we do not disclose your Confidential Information or Customer Materials.

Part-specific deliverables. NC part programs, setup sheets, process documentation and similar deliverables made specifically for your parts become your property upon our receipt of full payment for them, except for any Background Technology they contain, which is licensed to you under the next paragraph.

Custom Software and post processors. Unless the SOW expressly provides for an assignment of ownership, jbdStudio, LLC. owns the Custom Software and post processors it develops, including those developed to your specification. Upon our receipt of full payment, we grant you a perpetual, non-exclusive, non-transferable (except with your business under Section A5) license to use, and to have your contractors use on your behalf, the Custom Software and post processors delivered to you, in the form delivered, for your internal business operations. Source code is delivered only where the SOW says so; where it is, you may modify it for your internal use, and the restrictions in Section B3 do not apply to that source. A post processor delivered for SwissNC runs within SwissNC and is also subject to the SwissNC Terms, and its use continues only while you hold a SwissNC license, unless the SOW provides otherwise. We will not license to others a Deliverable that contains your Confidential Information or Customer Materials.

Assignment by SOW. Where an SOW expressly assigns ownership of Custom Software to you, the assignment takes effect upon our receipt of full payment, covers only the code written specifically for you under that SOW, and excludes Background Technology and open source components, which are licensed to you under this Section and Section C5.

Before payment. Until full payment, Deliverables are licensed to you only for evaluation and acceptance testing under Section C3.

C5. Open Source & Third-Party Components

Custom Software may include open source or third-party components, which are licensed to you under their own licenses and not under these Terms. We will identify them on request or with the Deliverable, and we will not include a component under a license that would require disclosure of your proprietary code without your written consent. Third-party software, controls and machine features that our Deliverables interface with are governed by their vendors' terms, and we are not responsible for their behavior or for changes their vendors make.

C6. Fees, Invoicing & Payment

Fees are as stated in the SOW, on a fixed-price or time-and-materials basis. Time-and-materials work is billed in increments stated in the SOW, or otherwise in quarter-hours, at the stated rates. Unless the SOW says otherwise, we may require a deposit before work starts and invoice monthly or on delivery, and invoices are due within thirty (30) days of their date. Reasonable pre-approved travel, lodging and out-of-pocket expenses are billed at cost. Fees exclude taxes, which you pay other than taxes on our income. Overdue amounts accrue interest at 1.5% per month or the highest rate permitted by law, if lower, and we may suspend Services and withhold Deliverables and licenses while any undisputed amount is more than fifteen (15) days overdue. You must raise any dispute about an invoice in writing within fifteen (15) days of its date and pay the undisputed part on time.

C7. Limited Services Warranty

We warrant that the Services will be performed in a professional and workmanlike manner, and that each Deliverable will materially conform to its SOW for thirty (30) days after acceptance. If you notify us in writing of a breach of this warranty within that period, we will, at our option, re-perform the nonconforming Services or correct the Deliverable, or, if we cannot do so in a reasonable time, refund the fees paid for the nonconforming part. This is your sole and exclusive remedy for a breach of this warranty. The warranty does not cover problems caused by Customer Materials or information you provided; modification of a Deliverable by anyone other than us; use with machines, controls, options, parameters, tooling, software or versions other than those specified in the SOW; changes made later to those by you or their vendors; failure to follow Section C3; or misuse.

C8. Support & Maintenance

Support, maintenance, updates and compatibility with future versions of controls, operating systems, browsers, third-party software or SwissNC are not included in a Services engagement unless the SOW or a separate support agreement provides for them. Corrections after the warranty period, and adaptations to new machines, controls or software versions, are billed as new Services.

C9. Term & Termination of Services

Either party may terminate an SOW on thirty (30) days' written notice, or immediately if the other party materially breaches it and does not cure the breach within fifteen (15) days of written notice. On termination, you will pay for Services performed and expenses incurred through the termination date, and for any non-cancellable commitments made for you. Licenses to Deliverables that you have paid for in full survive termination; other licenses under Section C4 end. Sections A2 through A5, C4 through C7, C10, and Part D survive termination.

C10. Non-Solicitation

During an engagement and for twelve (12) months after it ends, neither party will directly solicit for employment any employee or contractor of the other who worked on the engagement, without the other's written consent. General job postings not targeted at such persons are not solicitation.

Part D — Warranty, Liability & Indemnification

This Part applies to Parts A, B and C.

D1. No Other Warranty

EXCEPT FOR THE LIMITED SERVICES WARRANTY IN SECTION C7, ALL SOFTWARE, APPLICATIONS, DELIVERABLES AND SERVICES ARE PROVIDED "AS IS", WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT THEY WILL BE ERROR-FREE OR UNINTERRUPTED. Posted output depends on the control, machine options and post processor in use, and the same program can behave differently from one control to another.

D2. Machine Output Disclaimer

G-Code outputs, NC programs, post processor output, channel alignments and synchronization edits produced by our software or delivered as part of our Services are reference tools only and must be thoroughly verified by a qualified technician prior to spindle execution. You run all generated and delivered blocks entirely at your own risk.

D3. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, JBDSTUDIO, LLC., ITS DEVELOPERS, OWNERS AND OPERATORS SHALL HAVE NO LIABILITY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES WHATSOEVER, including CNC machine crashes, tool or collet destruction, broken spindles, scrap material and rework expenses, physical shop-floor injuries, facility downtime, lost production, lost profits or lost data, resulting from software behavior, programs, posts or Deliverables, errors or omissions, even if advised of their possibility. For software provided free of charge or under an evaluation, jbdStudio, LLC. has no liability for direct damages either. IN ALL OTHER CASES, OUR TOTAL LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS, OUR SOFTWARE OR ANY SERVICES, ON ANY THEORY, SHALL NOT EXCEED THE FEES YOU PAID US FOR THE SOFTWARE OR THE SERVICES GIVING RISE TO THE CLAIM IN THE TWELVE (12) MONTHS BEFORE THE EVENT GIVING RISE TO IT. These limits are an essential basis of our pricing. Where applicable law does not permit the exclusion or limitation of a particular liability, this Section applies to the fullest extent it does permit, and the remainder of these Terms stays in force.

D4. Indemnification

You agree to fully indemnify, defend and hold harmless jbdStudio, LLC., its developers, owners and operators from and against any and all claims, damages, losses, costs, actions, liabilities and expenses (including legal and attorney fees) arising directly or indirectly from (a) your implementation, deployment or use of our software, programs, post processors or Deliverables on live production equipment or machinery; (b) your Customer Materials, including any claim that they infringe a third party's rights; (c) parts you manufacture, sell or supply; or (d) your breach of these Terms.