Main Window

Figure 1: The Dimension Main Window

Figure 1 shows the main window for Dimension. This window is always visible, even though other windows may be partially overlap it.

The Drawing Window – In the center of the main window is the drawing window. This displays the current drawing plus any measurements, and annotations. In figure 1, the entire drawing is shown in the drawing window. You can zoom and scroll to see more detail.

Is your Drawing Window Blank?
It will be the first time you start Dimension. It means you don’t have a current drawing. You can load a drawing in several ways:

If you have previously downloaded drawings files, Use the Home Tab’s New Project button to create a Dimension Project for the drawings
See Getting Started for instructions on loading the sample project.

Ribbon Bar, Quick Access Toolbar & Control Panels

The Ribbon Bar – At the top of the main window is the Ribbon Bar The ribbon bar has different tabs organized for different modes of operation. The ribbon bar has extensive tool tip capability. You can hover the mouse over any button to display its tool tip.

The Quick Access Toolbar – The Quick Access Toolbar can be customized to make frequently used commands available no matter which tab is displayed.

Control Panels – Control Panel are vertical panels that can be displayed docked on the sides of the Main Window or floated above or beside the window. Different “Controls” can be placed in a panel to provide quick access to functions that are normally accessed via multiple mouse clicks.

Cursors

Different cursors are displayed in the main window to indicate the current mouse mode (what will happen when you click or release the mouse).

Single Select – The next mouse click will select the single measurement or annotation closest to the cursor.

Multiple Select – The next mouse click will select the single measurement or annotation closest to the cursor and add it to any existing selections. If the mouse is pressed down and dragged, all measurements and annotations within the dragged rectangle will be added to any existing selections.

New Measurement – The next mouse click will create the first point of a new measurement.

Add Point – The next mouse click will add a point to the selected measurement or annotation.

Add Disconnected Point – The next mouse click will add a new point to the selected measurement that is disconnected from the previous point.

Two Point Line – Mouse clicks will add points. Each two points will create a disconnected line. For example, points 1 and 2 would be joined by a line. Point 3 would be disconnected from point 2. Points 3 and 4 would be joined by a line, etc.

Two Point Rectangle – Mouse clicks will add points. Each two points will create a disconnected rectangle. For example, a rectangle would be created from points 1 and 2 (with the points at opposite corners). Point 3 would be disconnected from point 2. Points 3 and 4 would form a rectangle, etc.

Edit Points – If the right mouse button is up, the next mouse down-click will select an existing point to be moved or deleted, or will create a new point between two existing points. If the button is down, releasing the mouse will move the existing point that was selected.

Move Measurements and/or Annotations – This mode is used after selecting one or more measurements or annotations. Press the Move/Copy button on the Home Ribbon Bar. Then press the mouse down on one of the selected objects,drag them to the desired location and release. When the mouse is released the objects will be moved to the new position.

Copy Measurements and/or Annotations – This mode is used after selecting one or more measurements or annotations. Press the Move/Copy button on the Home Ribbon Bar. Then while holding the Ctrl key down, press the mouse down on one of the selected objects, drag them to the desired location for the COPIED objects and release. When the mouse is released all selected objects will be copied to the new position. Quantity Worksheet assignments will NOT be copied. But if Auto-assign is on in the Worksheet Assignment Control, new assignments will be created.

New Hyperlink Annotation – The next mouse click will create the first point of a new hyperlink annotation.

New Line Annotation – The next mouse click will add a point to a new line annotation.

New Oval Annotation – The next mouse click will add a point to a new oval annotation.

New Rectangle Annotation – The next mouse click will add a point to a new rectangle annotation.

New Text Annotation – The next mouse click will set the upper-left corner for a new text annotation.

New Freehand Annotation – The next mouse click will add a line to a new freehand annotation.

New Hyperlink Annotation – The next mouse click will add a point to a new hyperlink annotation.

New Cloud Annotation – The next mouse click will add a point to a new cloud annotation.

New Dimension Annotation – The next mouse click will add a point to a new dimension annotation.

New Polyline Annotation – The next mouse click will add a point to a new polyline annotation.

Quick Takeoff – This indicates you are doing Quick Takeoff from the Quantity List.

Keyboard Shortcuts and Context Menu Options

Keyboard Shortcuts

Backspace or Ctrl/Z – Pressing the Backspace key has the same effect as pressing the Undo button on the Ribbon Bar Home Tab It reverses the last editing step.

Delete – Pressing the Delete key (while the Shift key is up) deletes the selected measurements and annotations. If nothing is selected, it will delete the current drawing from the project. Before deleting, you will be asked if you’re sure you wish to delete the measurements and annotations or the drawing.

Shift/Delete – Pressing the Delete key while the Shift key is down deletes the selected measurements and annotations. If nothing is selected, it will delete the current drawing from the project.
Warning: With the Shift key down, the delete will take place immediately. You will not be asked if you are sure.

Enter – Pressing the Enter key has the same effect as pressing the Select Measurement on the Ribbon Bar Tab or the Annotation Ribbon bar Tab. You can then click on a measurement or annotation to select it.

Escape – Pressing the Escape key has the same effect as pressing the Cancel button on the Ribbon Bar Tab. It cancels all changes made to the measurements or annotations you’re working on.

Page Down – Pressing the Page Down key displays the next drawing for the project.

Page Up – Pressing the Page Up key displays the previous drawing file for the project.

Down Arrow – Pressing the Down Arrow key causes the drawing to scroll down one screen. In multi-page drawing files, if the bottom of the current page is already displayed, or if the Shift key is down when the Down Arrow key is pressed, the next page of the drawing will be displayed.

Up Arrow – Pressing the Up Arrow key causes the drawing to scroll up one screen. In multi-page drawing files, if the top of the current page is already displayed, or if the Shift key is down when the Up Arrow key is pressed, the previous page of the drawing will be displayed.

Left Arrow – Pressing the Left Arrow key displays the previously viewed drawing within the current project. It behaves the same way as pressing the Previous button in the Ribbon Bar Home Tab.

Right Arrow – After you use the Left Arrow key or the Previous button to go back one or more steps, you can go forward again by pressing this key. Navigating by any other method eliminates the “forward” history and the key will have no effect. It behaves the same way as pressing the Next button in the Ribbon Bar Home Tab.

Ctrl – When adding or moving points for measurements, line annotations or cloud annotations, you can hold down the “Ctrl” key while clicking or dragging to toggle Polar Mode.

Shift – When adding or points for measurements, you can hold down the “Shift” key while clicking to make the point “Uncounted”. Uncounted points are only supported in the Premier viewer.

A – Pressing the “A” key has the same effect as pressing the Add Points to Measurement button on the Ribbon Bar. In this mode, each time you click on the drawing, the point is added to the current measurement.

C – Pressing the “C” key has the same effect as selecting “Create Arc” from the Context Menu. The last three points will be converted into an arc as described in Taking off Arcs and Circles.

D – Pressing the “D” key has the same effect as selecting “Edit Description…” from the Context Menu. The Description Edit Window will be displayed, allowing you to set the description for the selected measurements and/or annotations.

E – Pressing the “E” key has the same effect as pressing the Edit Points Button On the Home Ribbon Bar or the Annotation Ribbon Bar. In this mode, you can move points, insert points or delete points.

F – Pressing the “F” key has the same effect as selecting the Drawing/Zoom Full Size from the Home Ribbon Bar. The entire drawing is displayed in the main window.

G – Pressing the “G” key has the same effect as pressing the Add Disconnected Point button on the Home Ribbon Bar. The next time you click on the drawing, a disconnected point is added to the current measurement.

H – Pressing the “H” key toggles the crosshair display on/off. The crosshair settings are defined in the User Preferences Window under the “Drawing” tab.

I – Pressing the “I” key has the same effect as selecting “Create an Issue…” from the Context Menu. It creates a new issue for the selected measurements and annotations.

M – Pressing the “M” key has the same effect as pressing the Move/Copy Measurements and Annotations button on the Home Ribbon Bar.In this mode, you can move or copy the selected measurements and annotations by clicking down and dragging.

N – Pressing the “N” key starts a new measurement using the previously selected Trace.

O – Pressing the “O” key rotates the drawing 90 degrees clockwise from its current rotation

Shift/O – Pressing the “O” key while holding down the Shift key rotates the drawing 90 degrees counter-clockwise from its current rotation

P – Pressing the “P” key has the same effect as pressing the Polar Mode button on the Home Robbon Bar. When adding points in polar mode, the point is forced to fall on a line that is a multiple of 90 degrees from the previous point. This is most commonly used to create horizontal or vertical lines. It can also work for lines of various angles.

Q – Pressing the “Q” key has the same effect as selecting File/Print/Batch Print /Add Current Drawing to Queue” from the Ribbon Bar. The drawing currently displayed in the main window is added to the print queue. An “Exclamation” sound will be played to indicate that the drawing has been queued.

S – Pressing the “S” key has the same effect as pressing the Select Measurement or Annotation button on the Home Ribbon Bar or the Annotate Ribbon Bar. You can then click on a measurement or annotation to select it.

T – Pressing the “T” key has the same effect as selecting “Select Trace…” from the Context Menu. The Standard Trace Tree Window will be displayed. This will allow you to set the trace for the selected measurements.

Shift/T – Pressing the “T” key while holding down the Shift key has the same effect as selecting “Edit Trace…” from the Context Menu. if a single measurement is selected, the Trace Editing Window will be displayed allowing you to set the trace for the selected measurement. If multiple measurements are selected, the Trace Properties List Window will be displayed allowing you to change individual properties across multiple measurements.

W – Pressing the “W” key has the same effect as pressing the One-time Assignment button on the Worksheet Assignment Control It assigns the selected measurements and annotations to the item currently selected in the Worksheet Assignment Control List.

X – Pressing the “X” key has the same effect as selecting “Edit Extension…” from the Context Menu. The Extension Measurement Values Window will be displayed, allowing you to set the extension values for the selected measurement.

Z – Pressing the “Z” key has the same effect as selecting “Easy Trace Creation/Edit…” from the Context Menu. it displays the Easy Trace Creation/Edit Window. This window is used to easily edit a subset of the properties of a measurement trace and (optionally) create a matching standard trace.

2 – Pressing the “2” key has the same effect as pressing the Add 2 Point Lines button on the Home Ribbon Bar. As you click on the drawing, each two points will be added to the measurement as a disconnected line.

4 – Pressing the “4” key has the same effect as pressing the Add 2 Point Rectangles button on the Home Ribbon Bar. As you click on the drawing, each two points will be added to the measurement as a disconnected rectangle defined using the points as opposite corners.

F2 – Pressing the “F2” key has the same effect as selecting Rename Drawing Button from the Drawing Ribbon Bar. If the drawing is part of a single-page file, the drawing description will be changed (not the filename). If the drawing is part of a multi-page file, the description for the current page will be changed. For more information see The Drawing/Page Rename Window .

Context Menu

The Context Menu is displayed when you click the right button on the mouse. It is displayed where the mouse cursor is positioned on the screen. If you are in single select mode, pressing the right mouse button selects the measurement or annotation under the mouse cursor before displaying the context menu. If you have already selected the desired measurement or annotation, you must right-click on that measurement. In other modes, it doesn’t matter where you right-click.

The actual menu options displayed and which are enabled will depend on what you’re doing. Here are the possibilities:

Undo the Last Operation – Select this option to undo the last change made to a measurement or annotation. You can select this option multiple times to undo multiple changes. Undo works on all changes made when adding or editing a measurement on annotation. Once you leave the measurement or annotation, the undo capability ends.
Cancel All Work on Object – Select this option to cancel all changes to the object (measurement or annotation) you’re working on. If you are adding a new object, it will be deleted. If you are making changes to an existing object, all changes made since you selected it will be reversed.
Create Arc – This will only be displayed if you are adding points to a measurement and have added at least 3 non-disconnected points. If you select this option, the last three points will be converted into an arc as described in Taking off Arcs and Circles.
Add Disconnected Point – Sometimes a single measurement is desired for several separate lengths or areas. Dimension handles this using “disconnected” points. The last point of the first length or area is “disconnected” from the first point of the next length or area.
To create two disconnected groups, first add the points in the first group, select this option, then add the first point of the second group. A measurement can have an unlimited number of groups.<
Copy Measurement – This will only be displayed if you are adding a measurement or have selected a single measurement. If you select this option, a sub-menu will be displayed allowing you to copy the Point Count, Length, Perimeter or Area for the current measurement to the System Clipboard. You can then switch to another application and Paste the measurement.
Return to Estimating with Quantity – This will only be displayed if you have invoked Dimension from an estimating application that has been integrated with Dimension. In addition, you must be adding a measurement or have selected a single measurement. If you select this option, the quantities for the current measurement will be returned to the estimating application and you will be switched to that application.
Edit Description… – This will only be displayed if you are adding or have selected one or more measurements or annotations. This option is not available in the Basic Viewer. If you select this option, the Description Edit Window will be displayed, allowing you to set the description for the selected measurements and/or annotations.
Edit Trace… – This will only be displayed if you are adding or have selected one or more measurements. This option is not available in the Basic Viewer. If you select this option with a sinlge measurement selected, the Trace Editing Window will be displayed, allowing you to set the trace for the selected measurement. If multiple measurements are selected, the Trace Properties List Window will be displayed allowing you to change individual properties across multiple measurements.
Select Trace… – This will only be displayed if you are adding or have selected one or more measurements. If you select this option, the Standard Trace Tree Window will be displayed. This will allow you to set the trace for the selected measurements.
Easy Trace Creation/Edit… – If you select this option, the Easy Trace Creation/Edit Window will be displayed. This window is used to easily edit a subset of the properties of a measurement trace and (optionally) create a matching standard trace.
Edit Extension… – This will only be displayed if you are adding or have selected a measurement whose trace uses an extension. For more information see the Extensions Overview. If you select this option, the Extension Measurement Values Window will be displayed, allowing you to set the extension values for the selected measurement. If the measurement uses a grid or roll extension, a sub-menu will be displayed:
- Edit Extension Values… – This option will edit the extension values as described above.
- Move/Rotate Layout… – This option will display the Move/Rotate Toolbar allowing you to move the grid orientation or rotate it. For more information see Editing a Measurement’s Grid Information or Editing a Measurement’s Roll Information.
Change Color… – This will only be displayed if you are adding or have selected one or more annotations. This option is not available in the Basic Viewer. If you select this option, the Windows Standard Color Selection Dialog will be displayed, allowing you to pick a text/foreground color for the selected annotations.
Change Background Color… – This will only be displayed if you are adding or have selected one or more annotations that use a background color. This option is not available in the Basic Viewer. If you select this option, the Windows Standard Color Selection Dialog will be displayed, allowing you to pick a background color for the selected annotations.
Change Text Font… –
This will only be displayed if you are adding or have selected one or more
text annotations. This option is not available in the Basic Viewer.
If you select this option, the Windows Standard Font Selection Dialog
will be displayed, allowing you to pick a font for the selected annotations.
Zoom Font Size – This will only be displayed if you are adding or have selected a single text annotation. This option is not available in the Basic Viewer. If dynamic font sizing is currently on for the annotation, a check mark will appear before this option. If you select this option, the dynamic font will be toggled for the annotation.
When sizing is off, the text is always displayed in the selected font size, no matter how much the drawing is zoomed in or out.
When sizing is on, the font size changes as you zoom. When the drawing is displayed in its original size, the text will be displayed in the selected font size. As you zoom in or out, the font is proportionally larger or smaller.
{quantity worksheet assignments} – These options will only be displayed if you are adding or have selected a single measurement or annotation that is assigned to the Quantity Worksheet. This option is not available in the Basic Viewer. One entry will be displayed for each Quantity Worksheet Item that the measurement or annotation is assigned to. The actual menu text will be the breakdown code and description of the item. If you select one of these options, a sub-menu will be displayed.
The first entry in the sub-menu will be “Show in Quantity Worksheet”. If you pick that sub-option, the Quantity Worksheet will be displayed with the focus on the selected measurement or annotation assignment. If there are other measurements or annotations assigned to the same worksheet item, they will be displayed as additional options in the sub-menu. If you select one of these sub-options, the drawing for the selected measurement/annotation will be displayed with the measurement/annotation selected.
Assign to {quantity worksheet item description} – This option will only be displayed if you are adding or have selected a single measurement or annotation while an item has been selected in the Worksheet Assignment Control panel. If you select this option, the selected measurement or annotation will be assigned to the toolbar item.
Delete {measurement/annotation description} – This option will only be displayed if you are adding or have selected a single measurement or annotation; This option is not available in the Basic Viewer. If you select this option, the selected measurement/annotation will be deleted. If you select this while holding the Shift key down, it will be deleted immediately. Otherwise you will be asked if you’re sure you want to delete.
Delete XX measurements and/or annotations – This option will only be displayed if you have selected multiple measurements and/or annotations; This option is not available in the Basic Viewer. If you select this option, the selected measurements and/or annotations will be deleted. If you select this while holding the Shift key down, they will be deleted immediately. Otherwise you will be asked if you’re sure you want to delete.
Merge XX selected measurements into one – This option will only be displayed if you have selected multiple non-multi-page measurements and right-click on one of them. If you select this option, all the selected measurements will be merged into the measurement you right-clicked on.
Warning: There is no Undo for the merge operation.
Delete Point # – This option will be displayed when you right click next to a measurement point. If you select this option, the point will be deleted.
Point # Uncounted – This option will be displayed when you right click next to a measurement point. If the point is currently uncounted, this menu option will be checked. If you select this option, the point will be toggled from counted to uncounted or vice versa. Uncounted points are excluded from the Count quantity.
Continue measurement on another drawing – This option will be displayed when you are adding or editing a measurement. After you select this option, switch to the desired drawing and select “Add New Measurement” from the measurement toolbar. The new points will part of the measurement originally selected. This option is only available with the Premier Viewer.
Display Angle and Pitch… – To display the angles and pitches for the lines connected to a point, right-click on the point and select this option. The Angle and Pitch Window will be displayed. This option will only be displayed when in single selection mode and is not available in the Basic Viewer.
Create an Issue… – This option will only be displayed if you have selected measurements and/or annotations that are part of a project; This option is not available in the Basic Viewer. If you select this option, The Issue Edit Window will be displayed to create an issue with the selected measurements an/or annotations assigned to it. For more information see Issues Overview.
Existing Issues – When a single measurement or annotation is selected that is referenced by one or more issues, this option will be displayed. If you select this option, a sub-menu of issue descriptions will be displayed. You can click on any issue to view and/or edit it in the Issue Edit Window.
Select from List… – This option will only be displayed when you are in single selection mode. It is useful when multiple measurements or annotations are overlaid it is difficult to select an individual measurement just using the mouse cursor. If you select this option, the Measurement Selection Window will display a list of the measurements and annotations that are close to the mouse cursor. From this list you can select a single measurement or annotation.
Drawing Comparison – This option will only be displayed while you are comparing two drawings. This option is not available in the Basic Viewer. If you select this option, the Drawing Comparison Context Sub-menu will be displayed.

Advanced Editing – This option displays a sub-menu of advanced editing options. These options are not available in the Basic viewer.
- Create cutout measurement from group X (points N-M) – This sub-menu option is displayed when you right-click on a cutout in a selected measurement. A cutout is a group of disconnected points that are digitized in a counter-clockwise direction so that the group area is excluded from the overall measurement area. If you select this option, a new measurement will be created that has the same points as the cutout group, but digitized in a clockwise direction. The Trace Tree will be displayed to select a trace for the new measurement. Cutout measurements are useful in flooring where a central part of a surface is covered with a different material.
- Delete all points in group X (points N-M) – This sub-menu option is displayed when you right-click on a group of disconnected points in the selected measurement. If you select this option, the group of points will be deleted from the selected measurement.
- Split off group X (points N-M) into a new measurement – This sub-menu option is displayed when you right-click on a group of disconnected points in the selected measurement. If you select this option, the group of points will be split off into a separate measurement.
- Split off all points in groups X-Y (points N-M) into a new measurement – This sub-menu option is displayed when you right-click on a group of disconnected points in the selected measurement. If you select this option, all points in the selected group and any subsequent groups will be split off into a separate measurement.
Flip/Rotate Measurements – In some estimating environments such as hotels or office buildings, a row of rooms or other objects may be repeated on opposite sides of a hall. It can save time to takeoff one side of the hall, then copy, move and flip the takeoff to do the second side. The flip/rotate options can be used to do this.
This option is displayed in Select or Multi-Select mode with measurements selected. Selecting this option displays a sub-menu of options.
- Flip Horizontally
- Flip Vertically
- Rotate 90 Degrees
- Rotate 180 Degrees
- Rotate 270 Degrees
- Reverse Point Order
Each selected measurement will be flipped or rotated around its center. It multiple measurements are selected, you will be asked “Flip/Rotate as a Group?” If you press “Yes”, they will be all flipped or rotated around the center of the group, maintaining their relative positions. Annotations will NOT be flipped or rotated.
Reversing the point order is useful if you have digitized an area in a counterclockwise direction making it a negative area. Reversing the point order will make it a positive area.
These options are only available in the Advanced and Premier viewers.
Edit Not to Scale Lengths – Drawing scales (and detail scales) can be set to “Not to Scale”. In this case the measurement length must be entered manually. Select this option to enter the lengths. For more information see Not to Scale Drawings.
Generate Dimension Annotations – This option allows you to automatically generate dimension annotations for the overall dimensions of any selected measurements. Selecting this option displays a sub-menu of options.
- Horizontal – Create a dimension annotation for the overall width of the measurement.
- Vertical – Create a dimension annotation for the overall height of the measurement.
- Horizontal and Vertical – Create dimension annotations for the overall width and height of the measurement.
If you select a single measurement and right-click on a measurement line segment, the following options will be included:
- Parallel to Segment X – Create a dimension annotation for the overall size of the measurement on a line parallel to the segment.
- Parallel and Perpendicular to Segment X – Create dimension annotations for the overall size of the measurement on a lines parallel and perpendicular to the segment.

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2. Authorized User and User Credentials. If Customer is a business entity, Customer may permit its Authorized Users to access or use the Service for Customer internal business purposes only. Customer is responsible for any access or use of the Service by any Authorized User and shall not permit Customer's account to be accessed by individuals who are not Authorized Users. Each named Authorized User must have a single unique User ID and Login password and keep their User Credential information strictly confidential and not share such information with any unauthorized person.
3. Limitations. Customer shall be responsible for all activities that occur under Customer's account and for all actions of Customer or its Authorized Users. Customer shall not, and shall not authorize or permit any Authorized User to (a) rent, loan, or re-license rights to access and/or use the Services or Software (except as specifically provided herein); (b) access, use, or permit a third party to access or use the Services or Software for purposes of competitive analysis, including the development, provision, or use of a competing software or service or for any other purpose that may be to Togal.ai's detriment or commercial disadvantage; (c) use the Services in a manner that infringes the intellectual property, privacy, or other rights of third parties; (d) remove any title, trademark, copyright, or restricted rights notices or labels from the Services; or (e) interfere with or disrupt the integrity or performance of the Services. Customer and Authorized Users shall use the Site and the Services in accordance with the Terms of Use located at www.togal.ai. Togal.ai may update the Terms of Use from time to time. It is Customer's responsibility to review the Terms of Service from time to time on the Site to ensure that Customer continues to agree with all of its terms. Customer's continued use of the Site or the Services following the posting of changes to the Terms of Service will mean Customer accepts those changes. If there is any conflict between the Terms of Service and this Agreement, this Agreement will govern.
  Customer and its Authorized Users shall abide by all applicable local, state, national, and foreign laws, and regulations in connection with their use of the Services. Customer shall be responsible for any breach of this Agreement by its Authorized Users and agrees to enter into agreements with its Authorized Users that contain terms that impose restrictions in all material respects no less than those imposed on Customer herein, including, but not limited to, the provisions regarding the use of the Services and protection of Togal.ai's intellectual property.
  
  Customer shall notify Togal.ai of any unauthorized use of Customer's passwords or account, or any other breach of security that is known or suspected by Customer.
4. Site Updates. Togal.ai may change, modify, upgrade, or discontinue any aspect or feature of the Site in whole or in part. Such changes, upgrades, modifications, additions, or deletions will be effective immediately upon notice thereof, which may be made by posting such changes to the Site. Togal.ai shall, from time to time, develop New Features, which will be offered to Customers for additional fees.
5. Customer Content. Togal.ai will process Customer Content in order to provide and enhance the Services and Software. The Parties acknowledge and agree that the Customer is at all times the data controller and Togal.ai is a data processor. Customer represents and warrants that it has all necessary rights in the Customer Content to grant Togal.ai the right to use, and Customer hereby grants Togal.ai a non-exclusive, worldwide, royalty-free, transferable, and fully paid license to use, modify, and distribute the Customer Content as used byTogal.ai to provide and enhance the Services. All rights in and to the Customer Content not expressly granted to Togal.ai in this Agreement are reserved by Customer. Customer represents and warrants that any Customer Content hosted by Togal.ai as part of the Services will not (a) infringe or violate the rights of any third party; or (b) be deceptive, defamatory, obscene, or unlawful. Customer acknowledges that any use of the Services by Customer or Authorized Users contrary to or in violation of the representations and warranties of Customer in this section constitutes unauthorized and improper use of the Services. Customer shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, and appropriateness of all Customer Content. The Parties acknowledge that Togal.ai does not and cannot review all Customer Content and will not be responsible for such content, and that Customer instructs Togal.ai to delete, move, or edit any Customer Content that Togal.ai determines violates or might violate this Agreement, its Terms of Use, or any applicable law or regulation, or is otherwise unacceptable. Customer acknowledges and agrees that the Customer Content may be shared with third parties as necessary to provide and enhance the Services.
6. Customer Data. Togal.ai will process Customer Data as needed to provide the Services. The Parties acknowledge and agree that the Customer is at all times the data controller and Togal.ai is a data processor. Customer represents and warrants that Customer shall only provide to Togal.ai the minimum amount of personally identifiable information, the extent of which is determined and controlled by Customer in its sole discretion, for each Authorized User, to enable the Authorized User to enjoy the benefit of this Agreement. Customer represents and warrants that Customer is entitled to transfer relevant Customer Data to Togal.ai so that Togal.ai may lawfully use, process, and transfer the Customer Data in accordance with this Agreement on Customer's behalf and Customer shall ensure the same. Customer shall ensure that the relevant third parties, including data subjects, have been informed of, and have given their consent to, such use, processing, and transfer as required by all applicable data protection legislation. Customer acknowledges that Togal.ai is reliant on Customer for direction as to the extent to which Togal.ai is entitled to use and process the Customer Data. Togal.ai shall process the Customer Data only in accordance with the terms of this Agreement and any written instructions given by Customer. Customer acknowledges and agrees that the Customer Data may be shared with third parties as necessary to provide and enhance the Services. Togal.ai will not be liable for any claim brought by an Authorized User arising from any action or omission by Togal.ai, to the extent that such action or omission resulted from Customer's instructions.
7. Aggregate and Customer Content Usage and Ownership. Customer hereby grants Togal.ai a non-exclusive, perpetual, worldwide, royalty-free license to use and copy the Aggregate and Customer content for the purpose of providing the Services. Customer acknowledges that Togal.ai shall be the owner all Aggregated Content and may use the Aggregated Content for any business purposes, including product development and improvement purposes.
  Customer further agrees that Togal.ai may process Customer Content to develop Togal.ai's machine learning models and related algorithms and features ("Machine Learning Features"). Togal.ai shall be the exclusive owner of all intellectual property rights in such Machine Learning Features and will be free to use Machine Learning Features to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other , provided that the Machine Learning Features do not disclose any Customer Confidential Information (defined below).
8. Data Processing. Togal.ai may transfer and process Customer Content and Customer Data in the United States or any other country in which Togal.ai or Togal.ai affiliates or subcontractors maintain facilities. Customer appoints Togal.ai to perform any such transfer of Customer Data or Customer Content to any such country to provide the Services in compliance with the terms of this Agreement.
9. Customer Acknowledgement. As of the Effective Date, Customer acknowledges and agrees that an authorized representative of Customer has evaluated the features and functionality of the Services in a means satisfactory to Customer and accepts that the Services have been demonstrably shown to have all of the features and functionality that have been represented to Customer. Customer agrees that its purchases hereunder are neither contingent on the delivery of any future functionality or features, nor dependent on any oral or written public comments made by Togal.ai regarding future functionality or features.
10. Non-Togal.ai Applications. The Services may contain features designed to interoperate with third-party products ("Non-Togal.ai Applications"). To use such features, Customer may be required to obtain access to Non-Togal.ai Applications from their providers and may be required to grant Togal.ai access to Customer's account(s) on the Non-Togal.ai Applications. Any use by Customer and any exchange of data between Customer and the provider of Non-Togal.ai Applications is solely between Customer and the applicable provider. Togal.ai does not warrant or support Non-Togal.ai Applications or other non-Togal.ai products or services. If Customer installs or enables a Non-Togal.ai Application for use with the Services, Customer hereby grants Togal.ai permission to allow the provider of that Non-Togal.ai Application to access Customer's data and content as required for the interoperation of that Non-Togal.ai Application with the Services. Togal.ai is not responsible for any disclosure, modification, or deletion of any Customer Data or Customer Content resulting from access by or integration with a Non-Togal.ai Application. If the provider of a Non-Togal.ai Application ceases to make the Non-Togal.ai Application available for interoperation with the corresponding Service features, Togal.ai may cease providing those Service features without providing Customer any refund, credit, or other compensation. Customer uses Non-Togal.ai Applications at its own risk and Togal.ai is not responsible for any acts or omissions of providers of Non-Togal.ai Applications. TOGAL.AI HEREBY DISCLAIMS ALL LIABILITY FOR ANY HARM OR DAMAGES CAUSED BY NON-TOGAL.AI APPLICATIONS.
PAYMENT.
1. Customer shall pay Togal.ai all Subscription Fees specified on the Order Form upon receipt of invoice unless otherwise stated on the Order Form. Payment of Customer subscription fee for the applicable Subscription Term is due upon commencement of the Service. In addition to any other remedies available to Togal.ai, Togal.ai shall be entitled to discontinue provision of the Services until all amounts due are paid in full. Except for a material breach by Togal.ai, all payments to Togal.ai are non-refundable and non-cancelable. Specifically, Customer's loss of construction business or Customer's failure to use the Services will not be cause for any refund to Customer from Togal.ai. Customer shall reimburse Togal.ai for Togal.ai's collection costs incurred in attempting to collect any late payments, including reasonable attorneys' fees.
2. The Subscription Fees stated on the Order Form are exclusive of any federal, state, or other governmental taxes, duties, fees, excises, or tariffs ("Taxes") now or hereafter imposed on the Services. Customer shall be responsible for, and if necessary, shall reimburse, Togal.ai for all such Taxes on any amounts payable by Customer hereunder, except for taxes imposed on Togal.ai's net income. If Togal.ai has the legal obligation to pay or collect Taxes for which Customer is responsible under this Section, Togal.ai will add such Taxes to the amount invoiced to Customer.
TERM/TERMINATION.
1. Term. This Agreement commences on the Effective Date and will remain in effect for the initial term specified on the Order Form ("Initial Term"), unless earlier terminated as provided herein. Upon the expiration of the Initial Term, this Agreement will automatically be renewed for the same period (each such period a "Renewal Term") unless otherwise elected by either Party by providing written notice to the other Party prior to the expiration of the Term then in effect. The Subscription Fees for the Initial Term and the Renewal Term are as stated on the Order Form. The Initial Term and any Renewal Terms are collectively referred to as the "Term".
2. Termination. Either Party may terminate this Agreement upon: (1) any material breach of this Agreement by the other Party that is not cured within thirty (30) days (or within ten (10) days in case of failure to pay) following written notice thereof; (2) the other Party becoming insolvent or bankrupt, liquidating or being dissolved, or ceasing substantially all of its business; or (3) a breach of section 11.3. Upon expiration or termination of this Agreement or Services authorized in an Order Form, Customer shall immediately discontinue all access and use of the Services. In the event Customer terminates this Agreement for a material and uncured breach by Togal.ai, Togal.ai shall, as Customer's sole and exclusive remedy, refund to Customer any prepaid but unused Subscription Fees calculated on a straight-line prorated basis for the remainder of the then-current Term. In addition to any other remedies available to Togal.ai, Togal.ai may suspend Customer's or any Authorized Users' access to the Services, at Togal.ai's sole option, in the event of any violation of this Agreement. Upon termination of this Agreement, Togal.ai shall follow the data return and deletion procedures outlined in Exhibit A.
  Customer acknowledges and agrees that, if Customer discontinues use of Service for convenience, Customer will not be entitled to a refund of any portion of the subscription fee Customer has already paid; and Customer remains liable to pay Togal.ai any remaining payments due.
  
  All Customer Content is the property of the Customer. Upon restriction, suspension or termination of a Customer account, all Customer Content will be deleted from Services. After deletion of Customer Content, Togal.ai shall have no further responsibility or liability to Customer or any third party with respect to Customer Content. Assuming there has been no material breach of this Agreement by Customer, Togal.ai may allow, at Togal.ai's sole discretion, Customer continued access to Services in order to export all of Customer Content as well any additional data that may be readily exported from the Services to a standard electronic file format
PROPRIETARY RIGHTS.
Togal.ai will retain all worldwide right, title, and interest (including intellectual property rights) in and to the Site and the Services, the look and feel of the Site, and all copyrights in and to its content. The Site is copyrighted, trademarked, patented, or otherwise protected, and owned or licensed by Togal.ai. Nothing in this Agreement grants Customer or any Authorized User an express or implied right to use any Togal.ai intellectual property except as set forth in section 3.1 above. All proprietary rights in the Services, including the Software and any aggregate usage data, traffic patterns, and Aggregate Content collected by Togal.ai in connection with use of the Services, will be the sole and exclusive property of Togal.ai. Togal.ai retains the royalty-free right to use any suggestions, ideas, feedback, or other recommendations provided by Customer or Authorized Users relating to the Services. Togal.ai may use Customer's name and/or its logo on Togal.ai's website and in its marketing materials to indicate that Customer is a client of Togal.ai. Customer hereby grants Togal.ai the right to contact Customer and Authorized Users in connection with their use of the Services unless otherwise stated on the Order Form. All other rights not expressly granted in this Agreement are reserved by Togal.ai.
WARRANTIES AND LIABILITY.
1. Limited Warranty. Each Party warrants that it has all necessary authority to enter into and perform its obligations under this Agreement. Togal.ai represents and warrants that (1) the Services will perform substantially in accordance with the Documentation under normal circumstances and when used in accordance with this Agreement and applicable Documentation, and (2) the Services provided hereunder will be performed in a professional manner in accordance with prevailing industry standards. Provided that Customer notifies Togal.ai of any breach of the foregoing warranty during the Term, Togal.ai shall, as Customer's sole and exclusive remedy, provide the support services set forth in Exhibit A to this Agreement. The Services may contain links to sites on the Internet that are owned and operated by third parties. Customer acknowledges and agrees that Togal.ai is not responsible for the availability of, or the content located on or through, any such external site.
2. Disclaimer. The Services are provided "as is". Except as specifically provided in this Agreement, Togal.ai disclaims all other warranties and conditions, express or implied. Togal.ai expressly disclaims any implied warranties, including the warranties of merchantability, fitness for a particular purpose, title and non-infringement. Togal.ai does not warrant that the operation of the Services will be uninterrupted or error-free. Specifically, third-party content and applications are provided "as-is," exclusive of any warranty. Togal.ai disclaims all liability for any harm or damages caused by any third-party networking or hosting providers.
3. Liability. Togal.ai will not be liable for any special, indirect, exemplary, punitive, incidental, or consequential damages of any nature (including Customer's loss of construction business or Customer's failure to use the Services). In any event, aside from its obligations in section 8, Togal.ai's total maximum liability arising out of or in any way connected to this Agreement will not exceed the amount paid to Togal.ai by Customer during the twelve-month period immediately preceding such claim. These limitations will apply whether a claim arises under contract, tort, or any other theory of liability. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply. In these jurisdictions, Togal.ai's liability will be limited to the greatest extent permitted by law. The limitations set forth in this section 7 will survive and apply even if any limited remedy specified in this Agreement is found to have failed of its essential purpose. The Parties acknowledge and understand that the disclaimers, exclusions, and limitations of liability set forth herein form an essential basis of the agreement between the Parties, reflect an allocation of risk between the Parties, and that absent these disclaimers, exclusions, and limitations of liability, the terms and conditions of this Agreement would be substantially different.
INDEMNITY.
1. During the Term, Togal.ai shall defend, indemnify, and hold harmless Customer from any loss or damages finally awarded or agreed in settlement arising from a third-party action claiming that the Services infringe any duly issued U.S. patent, copyright, or trademark or misappropriate any trade secret. In addition, if the use of the Services infringes or is enjoined, or Togal.ai believes it is likely to infringe or be enjoined, Togal.ai may, at its sole option: (a) procure for Customer the right to continue use of the Services as furnished; (b) modify the Services to make them non-infringing, provided that they still substantially conform to the applicable Documentation; or (c) if Togal.ai, after using commercially reasonable efforts, is unable to accomplish the foregoing remedies, terminate this Agreement and refund to Customer any prepaid but unused Subscription Fees calculated on a straight-line prorated basis for the remainder of the then-current Term. The intellectual property indemnity provided herein does not apply to the extent the alleged infringement arises from (x) any use of the Services not in accordance with this Agreement or as specified in the Documentation, (y) any combination of the Services and third-party applications (including but not limited to Non-Togal.ai Applications), or (z) any unauthorized modification of the Services. This section states Togal.ai's sole and exclusive liability and Customer's sole remedies for any threatened or actual infringement of proprietary rights.
2. During the Term, Customer shall defend, indemnify, and hold harmless Togal.ai and its officers, directors, employees, agents, successors, and assigns from and against any claims, damages, liabilities, judgments, settlements, losses, costs, or expenses of any kind, including reasonable attorneys' fees, arising out of (a) processing of Customer Data within the scope of this Agreement; (b) Customer's misuse of the intellectual property rights of any third party; and (c) any Customer Content that may violate section 3.5 of this Agreement.
CONFIDENTIALITY.
The Parties and Authorized Users shall, during and after the existence of this Agreement, hold in strict confidence and will not use for any purpose unrelated to its performance of this Agreement or disclose to any third party, any Confidential Information of the other Party. The term "Confidential Information" means all non- public information that the other Party designates as being confidential, or which, under the circumstances of disclosure, ought to be reasonably understood to be confidential. Confidential Information includes, but is not limited to, information concerning business methods, pricing, business plans, new product launches, new product development, customer and vendor information, internal policies and procedures, other financial information, technical information and design, and the terms and conditions of this Agreement. Each Party shall not disclose the other Party's Confidential Information without the prior written consent of such other Party, except to its employees, contractors, or agents who have a specific need to know such information and are under a written obligation of confidentiality at least as restrictive as that contained in this section. Information will not be deemed confidential if it (a) was known to the receiving Party and was acquired through proper methods, prior to its receipt from the disclosing Party, as evidenced by written records of the receiving Party; (b) is now or later becomes (through no act or failure on the part of the receiving Party) generally known through no breach of this Agreement by the receiving Party; (c) is supplied to the receiving Party by a third party that is free to make that disclosure without restriction; or (d) is independently developed by the receiving Party without use of or reference to any Confidential Information provided by the disclosing Party. The restrictions on disclosure imposed by this section do not apply to information that is required by law or order of a court, administrative agency, or other governmental body to be disclosed by the receiving Party, provided that in each such case the receiving Party provides the disclosing Party with prompt written notice of such order or requirement and reasonably assists the disclosing Party, at the disclosing Party's expense, in seeking a protective order or other appropriate relief. Upon termination of this Agreement, each Party shall promptly cease all further use of Confidential Information, return to the other Party all physical materials containing Confidential Information, whether the materials were originally provided by the disclosing Party or copied or otherwise prepared by the receiving Party, and erase or otherwise destroy any Confidential Information kept by either Party in electronic or other non-physical form. The Parties acknowledge that the receiving Party will not be required to return to the disclosing Party or destroy those copies of Confidential Information residing on the receiving Party's backup or disaster-recovery systems, or which must be maintained for regulatory or policy purposes, provided that such Party continues to abide by its obligations under this section. Togal.ai will be deemed to satisfy its obligations to return Confidential Information if it complies with its obligations with respect to the export or availability of Customer Content in Exhibit A. Termination or expiration of this Agreement will not affect each Party's continuing obligations under this section.
PRIVACY.
The Togal.ai Privacy Policy is available on www.Togal.ai and may be amended from time to time. Any updates to the Privacy Policy will be posted to the Site and will be effective immediately upon posting to the Site. It is Customer's responsibility to review the Privacy Policy from time to time on the Site to ensure that Customer continues to agree with all of its terms. Customer's continued use of the Site following the posting of changes to the Privacy Policy will mean Customer accepts those changes. If there is any conflict between the Privacy Policy and this Agreement, this Agreement will govern.
GENERAL.
1. Waiver/Amendment. This Agreement may not be modified except by a written instrument signed by both Parties. Failure by either Party to enforce any provision of this Agreement will not be deemed a waiver of future enforcement of that or any other provision.
2. Assignment. Neither Party may assign, delegate, or otherwise transfer this Agreement, in whole or in part, voluntarily, involuntarily, by operation of law, or otherwise without the other Party's prior written consent; except that: (a) Togal.ai may assign, delegate, or otherwise transfer this Agreement without such consent in connection with any merger, consolidation, reorganization, or any sale of all or substantially all of such Party's assets or any other transaction in which more than fifty percent (50%) of its voting securities are transferred ("Change in Control"); and (b) Customer may assign, delegate, or otherwise transfer this Agreement upon any Change in Control with Togal.ai's prior written consent and subject to all of the terms of this Agreement. Any attempt to assign, delegate, or otherwise transfer this Agreement other than in accordance with this provision will be null and voi
3. Compliance with Laws. Both Parties shall comply with all applicable local, state, national, and foreign laws, rules, and regulations including all applicable export and import laws and regulations in connection with their performance, access, and/or use of the Services under this Agreement. Customer shall comply with all legal duties applicable to Customer including obligations as data controller by virtue of Customer's role in determining Authorized Users. Specifically, Customer shall provide relevant persons and/or participants with all information Customer is required by law to provide, and, if necessary, shall obtain the consent of these persons. The Services and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each Party represents that it is not named on any U.S. government denied-party list. Customer shall not permit Authorized Users to access or use the Services in a U.S.- embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria, or Crimea) or in violation of any U.S. export law or regulation.
4. Governing Law/Attorneys' Fees. The rights of the Parties hereunder will be governed by the laws of the State of Florida, without regard to its principles of conflicts of law. Any suits brought hereunder must be brought in the federal or state courts serving Miami-Dade County, Florida. In the event of any claim, action, or judicial proceeding arising under this Agreement, the prevailing Party will be entitled to recover reasonable attorneys' fees and expenses incurred in resolving such claim, action, or judicial proceeding.
5. Severability/Notice. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will remain in full force. Any notice, consent, or other communication hereunder must be in writing, and must be given personally, sent via overnight delivery or via email with confirmation of receipt, to either Party at its respective address set forth in the Order Form (or such other address as provided by that Party). Notices will be deemed given when delivered.
6. Independent Contractors. The relationship of the Parties is that of independent contractors and nothing contained in this Agreement will be construed to make either Party an agent, partner, joint venturer, or representative of the other for any purpose. This Agreement is for the sole benefit of the Parties and their respective permitted successors and assigns, and nothing herein, express or implied, is intended to or will confer upon any other person or entity any legal or equitable right, benefit, or remedy under or by reason of this Agreement.
7. Force Majeure. Nonperformance of either Party will be excused to the extent that performance is rendered impossible by any reason where failure to perform is beyond the reasonable control of the non-performing Party.
8. Entire Agreement/Survival. This Agreement, together with any URLs contained herein, any exhibits, and the Order Form(s) constitutes the entire agreement between the Parties with respect to the subject matter hereof and replaces any prior understandings, written or oral. Further, under no circumstances will the provisions of any document issued by Customer (including, but not limited to, any request for quotes or proposals, purchase orders, non-disclosure agreements, or Customer exhibits to this Agreement and/or vendor forms or registrations with terms that conflict with this Agreement) be deemed to modify, alter, or expand the rights, duties, or obligations of the Parties under this Agreement, regardless of any failure of Togal.ai to object to such terms, provisions, or conditions. If there is any conflict between the terms of this Agreement and the Order Form, the Order Form will prevail. In addition to any rights that accrued prior to termination, the provisions of sections 3.7, 4, and 6 through 11 will survive any termination of the Agreement.

EXHIBIT A SUPPORT AND MAINTENANCE

Service-Level Agreement.
Togal.ai has a service-level objective for the Services of 99.5% availability, 24 hours a day, 7 days a week, 365 days a year. Downtime does not include (i) problems caused by factors outside of Togal.ai's reasonable control, and (ii) unavailability of the Services during scheduled maintenance.
Support.
During the Term, Customer and Authorized Users will have access to technical support via telephone, online chat, or email. Upon Togal.ai's receipt of a support request, Togal.ai will use commercially reasonable efforts to answer questions and provide standard error corrections to known problems.
Data Return and Deletion.
All Customer Content is the property of the Customer. Except as outlined in section 3.7, upon restriction, suspension or termination of a Customer account, all Customer Content will be deleted from Services. After deletion of Customer Content, Togal.ai shall have no further responsibility or liability to Customer or any third party with respect to Customer Content. Assuming there has been no material breach of this Agreement by Customer, Togal.ai may allow, at Togal.ai's sole discretion, Customer continued access to Services in order to export all of Customer Content as well any additional data that may be readily exported from the Services to a standard electronic file format. The customer may, at any time, contact Togal.ai in writing to request deletion of Customer Content from Togal.ai Services.
Maintenance.
1. Unplanned Outages. If a system failure should occur that creates an outage of the Services, Togal.ai will utilize all reasonable means to end the outage as soon as possible. Outages due to the Internet, hosting providers, and/or Customer or Authorized User systems are outside Togal.ai's control and, in such event, Togal.ai will assist the Customer or Authorized User in the diagnosis but may not be able to resolve the problem.
2. Preventative Maintenance. From time to time, Togal.ai or its hosting providers will perform preventative maintenance, such as updating servers and routers with security patches, and software upgrades. Togal.ai will provide notice prior to any interruption in the Services and will keep any resulting downtime reasonable. Togal.ai will use all reasonable efforts to perform such maintenance at hours convenient for the Customer and Authorized Users.

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