Control Panel

Control Panels 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. Those functions include:

Bird’s Eye Window – This provides the same functionality as the floating Bird’s Eye Window but it is embedded in the control panel.
Drawing List – This provides the same functionality as the Open/ Drawing List on the Home Ribbon Bar
Drawing Tree – This provides the same functionality as the Open/Drawing Tree on the Home Ribbon Bar.
Favorites – This allows you to save commonly used measurements, annotations and detail scales as “favorites”. You can then quickly add them to other drawings and projects.
Filtering – This allows you to filter the measurements selected or displayed based on who created them and/or on their work breakdown values.
Layer List – This provides much of the functionality available in the Layer List Window but it only supports layer visibility changes. Layers can’t be added, edited or deleted.
Measurement Edit – This displays a quantity based on the last action taken for a new measurement. When a point is added (after the first point), the distance between the last two points is displayed. When an arc is created, the radius of the arc is displayed. The quantity can be changed and the points will be adjusted.
Measurement Summary – This displays a list of all measurements on the current drawing page summarized by Trace description. Each summary line can be opened to show the measurement detail.
Named Views – This displays a list of all named views for the project. Named views are created by zooming and scrolling to the desired view, pressing the “New” button in this control heading and entering the name for the view. You can return to a named view at any time by double-clicking the view in this control.
Pattern Search – This displays a list of all the search patterns defined for the project and any incomplete searches for each pattern. You can review searches or invoke new searches using existing patterns.
Quantity List – This control displays the quantities for the currently selected measurement. If no measurement or multiple measurements are selected this control will be blank.
Rotation – This displays the rotation for the current page and allows that rotation to be changed.
Trace List/Tree – This displays a list or tree of the standard traces. You can double-click a trace to assign it to the current measurement.
Work Breakdown List – This lists the work breakdown values for the currently selected measurements.
Worksheet Assignment Tree – This control is used to assign measurements (and annotations) to items in the Quantity Worksheet. It will be disabled in all versions except Premier.

Figure 1: Control Panel with a few controls shown

Changing the Control Panel Display

The control panels can be displayed or hidden by selecting “View/Add Control Panel” from the Main Menu or the Ribbon Bar View Tab. You can display one or two control panels. By default the first panel is docked on the left of the main window and the second is docked on the right. But you can float or dock them as you wish. When a panel is hidden then re-displayed, the controls shown will be remembered.

The width of the control panel can be changed by right-clicking down and dragging the right edge of the panel.

At the top of the control panel is a heading that applies to the entire panel. Each control in the panel also has a heading. Each heading has buttons to control the display of controls in the panel:

– Add a control below the control containing the button pressed. A context menu will be displayed listing the available controls. Any controls currently displayed will be checked. If you select a currently displayed control, it will be deleted from its current position and inserted below the current control.
– Close the control containing the button pressed. If this button is pressed for the top heading (the control panel heading) you will be asked if you wish to close the entire control panel.
– This button only appears on controls that can be minimized and maximized. When a control is minimized, only the heading is displayed and a maximize button is displayed in place of the minimize button. Pressing the maximize button re-displays the full control. Some controls have a fixed size and don’t display a minimize or maximize button.

For controls that DON’T have a fixed size and aren’t minimized, the height of the control can be changed by right-clicking down on the bottom edge of the control and dragging it to the desired height.

Operating Individual Controls

The Control Panel Heading Control

This control is used to close the entire control panel. The down-arrow displays a menu to add controls at the top of the panel. If the control panel is floating, the menu also has commands to dock the control panel on the left or right. You can drag the panel and float or dock it by dragging the heading. To dock the control panel, drag it until the mouse cursor is on the left or right edge of the main window. As you’re dragging, a gray rectangle will indicate the docked position.

The Bird’s Eye View Control

Figure 2: Bird’s Eye View Control

This control displays a thumbnail image of the current drawing. The current view of the drawing is indicated by a blue rectangle with a light blue background. You can scroll the main window view by dragging the rectangle in the Bird’s Eye control.

The Drawing List Control

Figure 3: Drawing List Control

This control displays a list of all the drawings for the current project. You can double-click on a drawing to display it. You can also put the focus on the list, navigate with the up and down arrow keys and press the Enter key to display a drawing. The image on the left of each drawing indicates the status of the drawing as described for the Project Toolbar.

For drawings that are obsolete (see status images above), you can right-click on the drawing and select “Compare to latest version” from the context menu. A drawing comparison will be started automatically. The drawing selection process will be skipped to go directly to alignment. Drawings will be downloaded if needed. It may take a few seconds to prepare the drawings for comparison. This is only available if your license includes drawing comparison.

If the current drawing is a multi-page drawing, the pages will be displayed indented beneath the drawing name. If “All Pages” is checked, all pages will be displayed. If it is NOT checked, only pages with page descriptions will be displayed.

The button to the left of the “All Pages” checkbox allows you to hide drawings that don’t have measurements. When unchecked it displays the drawing status icon for a drawing without measurements and all drawings are displayed. When checked it displays the icon for drawings with measurements and only drawings with measurements are displayed.

The Drawing Tree Control

Figure 4: Drawing Tree Control

This control displays a tree of all the drawings for the current project. The tree reflects the subfolders containing the drawing files. You can double-click on a drawing to display it. You can also put the focus on the list, navigate with the up and down arrow keys and press the Enter key to display a drawing. When the focus is on a folder, you can press the space bar or Enter key to toggle the folder open/closed. The image on the left of each drawing indicates the status of the drawing. The drawings statuses and the tree hierarchy are explained in the Project Toolbar.

You can right-click on a folder in the tree and use the context menu option “Expand all branches” to open the folder and all its subfolders.

For batch printing, you can right-click on a folder in the tree and use the context menu option “Queue member drawings for batch print…” The Batch Print Drawing Selection Window will be displayed containing only the drawings from the subfolder.

The Favorites Control

Figure 5: Favorites Control

This control allows you to save measurements, annotations and detail scales as “favorites”. You can then quickly reuse those objects by double-clicking on them or dragging and dropping them on a drawing. Each favorite is displayed with an icon and a description as shown above.

The control has two sections. The upper section is for global favorites. These are favorites that you wish to use across multiple projects. The lower section is for project-specific favorites. These are the favorites you only wish to use within the current project. When you switch from one project to another, the global section will be unchanged. The project-specific section will change to reflect the favorites for the current project.

When you first use the Favorites control, it will be empty as shown below.

The control is empty except for the “Project Favorites” row. This separates the global favorites (above the row) from the project-specific favorites (below the row).

To add measurements or annotations to the control, simply drag them from the drawing and drop them on the control. As you drag over the control, a dark line will appear to indicate where the favorite will be inserted. When the line is displayed in the desired position, release the mouse and it will be added.

You may have a set of measurements and/or annotations that you wish to re-use as a group. For example, you might frequently use a combination of a rectangle annotation and a text annotation. To add these, switch the drawing to multi-select mode, select the desired measurements and/or annotations then drag the entire group to the Favorites control. They will appear under a group row with a folder icon. (See the group row “2 Annotations” in figure 5 above.)

To add detail scales to the favorites, first open the drawing with the desired detail scale. Then select “Options/Set Detail Scales…” from the main menu. The Detail Scale List Window will be displayed. Drag the desired detail scale from the list and drop it on the favorites control.

You can organize the favorites within the control by dragging and dropping. You can move favorites from the generic section to the project-specific section or vice versa. Favorites cannot be moved from inside a group to outside a group. Moving a group favorite will move all group members.

You can right-click on a favorite to display a context menu with three options:

Edit Description – Select this to change the description displayed for the favorite in the Favorites control. (It will NOT change the description of the underlying measurement, annotation or detail scale.)
Delete Favorite – Select this to delete the favorite from the control. If you delete a group favorite, all the group members will be deleted.
Assign to selected measurement(s) – Select this to overwrite an existing measurement(s) with the favorite trace.

Using Favorites via Drag and Drop – To add a favorite to the current drawing, simply drag it from the favorites control and drop it at the desired position on the drawing. The favorite will be added including all its points. That would be the measurement or annotation points. For detail scales it would mean the border points. You will see rubber banding to indicate the destination as you drag. When you drag and drop a group favorite, it drags and drops all the group members. When measurements are dragged and dropped, the points are adjusted for the scale and resolution of the drawing.

Using Favorites via Double-click – Sometimes you want to use a favorite without its associated points. To do this, simply double-click on the favorite. The action taken will depend on the favorite type:

Detail Scales – When you double-click, the Detail Scale Edit Window will be displayed with the scale and description set to match the favorite. But the border is NOT set. Simply press the “Set Border” button to set the border points.
Annotations – When you double-click on an annotation favorite, it’s like starting a new annotation except the colors, text, line width, arrows, etc. are already set to match the favorite. All you need to do is click on the points.
Measurements – When you double-click on a measurement, it starts a new measurement with the trace and description of the favorite. All you need to do is click on the points.
Group Favorites – Double-clicking on a group favorite simply displays or hides the group members. It doesn’t add them. (Use drag and drop for groups.)

Rotation and Scaling – When you add or use a favorite, it is adjusted for the rotation of the current view. This will usually produce the desired rotation. But no adjustment is made for scale or drawing resolution. Use Drawing Compare if you need to move or copy measurements with scale or resolution adjustment.

The Filtering Control

Figure 6: Filtering Control

Filtering allows you to select or display measurements based on who created them or on their work breakdown values. You can use the “Created by:” drop down control to select the user. If you don’t see any users, no one has set their user ID. Use the User ID Window to set your user ID.

You can use the work breakdown category drop-downs to select work breakdown values for filtering. (Advanced and Premier users only.)

With the user and/or work breakdowns chosen, you can press the multi-select button in the control heading to switch to multi-select mode and select all the measurements created by the selected user and/or having all the selected work breakdown values.

The heading also has a drop-down list to show or hide the measurements meeting the filters. If you select “Show”, only measurements meeting the filters are shown. If you select “Hide”, only measurments NOT meeting the filters are displayed. If you select “—-“, the filters do not affect the measurements displayed. Click on the yellow icon in the Filtering control section to clear all filters set in this control.

The Layer List Control

Figure 7: Layer List Control

This control displays a list of the standard layers and their current visibility status. The visibility status is indicated by two symbols on the left side of each row. The first symbol indicates the default visibility setting for all drawings. It is one of the following:

– Show measurements and annotations assigned to this layer.
– Hide measurements and annotations assigned to this layer.

The second symbol indicates the visibility setting for this specific drawing. It is one of the following:

– There is no specific setting for this drawing. The layer visibility will be determined by the default setting (above).
– Show measurements and annotations assigned to this layer in this drawing.
– Hide measurements and annotations assigned to this layer in this drawing.

You can change the visibility for a layer by clicking on the buttons. You can change the visibility for ALL layers by holding down the Ctrl key while clicking on a button.

If the layer description is displayed in bold, that means there are measurements or annotations in the current drawing that are assigned to that layer.

If the “All” checkbox in the heading is checked, all layers will be included in the list. If this is NOT checked, only layers with measurements or annotations in the current drawing will be displayed.

The Measurement Edit Control

Figure 8: Measurement Edit Control

This control displays differently depending on the measuring step. When adding points or creating arcs, it displays an editable value. Otherwise it simply displays the control title “Measurement Edit” as shown in the first image in figure 5.

When adding points to a new measurement (other than the first point), it displays the distance from the next-to-last point to the last point (as shown in the second image in figure 5). The distance can then be changed and the last point will be moved accordingly.

When you create an arc from three points, the control will display the radius of the arc (as shown in the third image in figure 5). The radius can then be changed and the points will be adjusted. The first and last original points are not changed.

Note: Once you begin changing the distance or radius, the mouse is disabled until you complete the change by pressing the “Enter” key or cancel the change by pressing the “Escape” key.

The Measurement Summary Control

Figure 9: Measurement Summary Control

This displays a list of all measurements on the current drawing page summarized by Trace description. Each summary line can be opened to show the measurement detail.

The control heading has a button to open the full measurement list. It also has a “Sync” checkbox. If this is checked, the summary will be synchronized with the selected measurement list. When you select a measurement, all summaries are closed except the one containing the selected measurement. That summary is opened to show the detail and the selected measurement is shown with a blue background.

If you double-click on a summary row, that row will be opened if it is closed or closed if it is opened. If you double-click on a detail row the measurement will be selected and scrolled into view.

If you right-click on a detail row, a context menu will be displayed with an options to “Add points to measurement” and “Add DISCONNECTED points to measurement”. If you choose one of these, the measurement will be selected (but NOT scrolled into view) and Add Points or Add Disconnected Point mode is selected. This is useful when you have an existing count measurement and find an additional item to be counted.

The Named View Control

Named Views Control

This control displays any named views defined for the project. Named views are created by zooming and scrolling to the desired view, pressing the “New” button in this control heading and entering the name for the view. You can return to a named view at any time by double-clicking the view in this control.

You can right-click on a named view and perform any of the operations below

Display the view in the main window
Display the view in an existing extra drawing window
Display the view in a new extra drawing window
Delete the named view

The Pattern Search Control

Figure 10: Pattern Search Control

This control displays any search patterns defined for the project. For each pattern it displays any searches that have not been completed. Incomplete searches can have one of several statuses:

Waiting for search to begin.
Search is in progress. The dark background indicates the percentage complete.
The search is complete but no pattern matches were found. You can right-click on the search and select “Delete search” or right-click on the pattern and select “Delete all searches with no matches”.
The search is ready for review. Double-click it to start the review. The Search Review Window will be displayed.

You can right-click on a pattern to show a context menu:

Search current drawing for pattern – The current drawing area selection dialog will be displayed (see below).
Search multiple drawings for pattern – The multiple drawing area selection dialog will be displayed (see below).
Edit description – Edit the pattern description. By default the pattern description is the trace description but you can change it.
Edit trace – Edit the properties of the pattern trace. This will NOT change the trace for previously completed searches.
Select trace – Select the pattern trace from a list or tree of standard traces. This will NOT change the trace for previously completed searches.
Edit search pattern – This will display the Search Pattern Edit Window to change properties of the search for subsequent searches.
Delete searches with no matches – Will delete any searches for the pattern that had no matches.
Delete pattern AND ALL SEARCHES – This will delete the pattern and all incomplete searches for the pattern. It will NOT delete previously completed searches.

You can search for multiple patterns on the current drawing or on multiple drawings. Check the boxes on the left side of the pattern. Then press the search button in the control heading. A context menu will be displayed with options to search the current drawing or multiple drawings.

If you select “Search Current Drawing for checked patterns”, a window will be displayed to select the areas you want to search. The area list includes and defined search areas plus options to search the entire drawing or drag an area to search. The search icon on an area indicates that it has previously been searched for the pattern.

If you select “Search Multiple Drawings for checked patterns”, a window will be displayed to select the areas you want to search. The area list includes and defined search areas plus options to search entire drawings. The search icon on an area indicates that it has previously been searched for the pattern.

WARNING: Drawings can’t be searched until their scale has been set. Drawings without scales will be excluded from the list.

The selected areas will be added to the search control and will be searched in the background.

The Quantity List Control

Figure 11: Quantity List Control

This control displays the quantities for the currently selected measurement. The name of the selected measurement is displayed at the top of the list. If no measurement or multiple measurements are selected this control will be blank. The default quantity for the measurement is highlighted.

Quantities in the list can be calculated or manually entered. Manually entered quantities have a black outline around the input area. Quantities that haven’t been entered yet or can’t be calculated yet are shown with a salmon-colored background.

Some variables have tool tips that explain the variable in detail. Tool tips are usually displayed when the mouse is paused over the variable. You can check the “page” button in the control heading to always display the tool tips. The page is gray when tool tips are only displayed on a pause. It is yellow when tool tips are always displayed.

You can drag quantities from the quantity list to other applications such as Excel. Click down on the variable name and drag. The control heading includes a “gear” button to change the type of information dragged. See the Measurement List for more information on copy/drag formats.

The control heading includes a “paper clip” button to display the Extension Help. If the quantity doesn’t use an extension or if the extension doesn’t have help, this button will be displayed with a gray background. If the help is already displayed, it will have a yellow background. If it is enabled (blue background), you can press it to display the help.

When a measurement using an extension is selected, the extension parameters can be edited directly in the quantity list. When an extension parameter has an Increment Key defined, a small button will appear to the right of the parameter name. Clicking on this button will increment the parameter. See the Standard Extension Field Properties Window for more information.

You can drag the separating line between the value and the description to change the column widths.

Quick Takeoff from the Quantity List Control

When entering numeric values in the quantity list, it’s sometimes useful to copy a quantity from an existing measurement or dimension annotation; or to quickly digitize a few points and use the count, length, perimeter or area from those points.

To copy a quantity from an existing measurement or dimension annotation, right-click on the description for the numeric input variable and select “Get quantity from existing measurement” from the context menu. The numeric variable will display a blank yellow background to indicate a copy is in progress.

Then click on the desired measurement or dimension annotation. If you click on a point that could indicate one of several objects, a Measurement Selection Window will be displayed. Double-click on the desired object. If the object is a dimension annotation, the dimension length will be copied to the numeric input variable. If the object is a measurement, a menu of the measurement quantities will be displayed. Select the desired quantity and it will be copied to the numeric input variable.

To do a quick takeoff, right-click on the description for the numeric input variable and select “Quick takeoff” from the context menu. Then select “Point Count”, “Length”, “Perimeter” or “Area” from the sub-menu.

Then digitize the points for the quick takeoff measurement. As you do, the numeric input variable will be updated with the selected quantity for the measurement. While you’re digitizing you can use the “Undo” button to undo points or the “Cancel” button to cancel the quick takeoff. When you finish digitizing, you can end the quick takeoff one of these ways:

Press the “Enter” key
Press the “S” key
Press the “Select Measurement” button in the toolbar or ribbon bar
Click back on the quantity list in the control panel

You can’t change the drawing in the main window but you can display other drawings in an Extra Drawing Window and select a measurement or digitize the points in that window. The extra drawing window must be opened BEFORE you invoke Quick Takeoff.

The Rotation Control

Figure 12: Rotation Control

This control displays the rotation angle for the current drawing. You can rotate the current page by clicking the rotation buttons.

If you hold down the Shift key while clicking a rotation button, All pages in the drawing will be rotated. If there are multiple pages in the drawing file, you will be asked “Override rotations for previously viewed pages?” If you select Yes, the rotation will be set for all pages. If you select No, only the current page and any pages not previous viewed will be rotated.

The Trace List/Tree Control

Figure 13: Trace List/Tree Control

This control displays a list or tree of the standard traces. You can double-click on a trace to assign it to the current measurement in the drawing window. The trace will also become the default trace for any new measurements. If you have selected the user preference to organize traces in a tree, the traces will be organized in a tree instead of a list. You can double-click on tree branches to open/close them.

New users often need to create many new traces to match their estimating system. If they have the names of those traces in an application such as Microsoft Word, they can easily create a new trace by dragging the description and dropping it one of the traces in this control. Initially the new trace will have the dropped description and all the properties of the trace the description was dropped on.

When the drop is made, a trace edit window is displayed to create the new trace. Either the Standard Trace Edit Window or the Easy Trace Edit Window will be displayed based on the setting based on the setting “Use Easy Trace Edit when description dropped for new trace” in the User Preferences “General” tab.

The Work Breakdown Control

Figure 14 Work Breakdown Control

This control displays the work breakdown values for the currently selected measurements. It can also be used to edit the work breakdown values. There is one row for each work breakdown category in use for the current project.

When multiple measurements are selected with different values for a category, the value will display”<various>”. You can edit the value for a single category without modifying the values for other categories. For example, you could select all the measurements in one room and set their location.

The Worksheet Assignment Control

Figure 15 Worksheet Assignment Control

This control duplicates the functionality of the Item Assignment Toolbar. It is used to assign measurements (and annotations) to items in the Quantity Worksheet. Select an item in the tree to which you wish to assign measurements. Then press the One-time Assignment button to assign the selected measurement(s) to that item. Check the Auto-assign checkbox and all new measurements will be assigned to the item. This control will be disabled in all versions except Premier.

Floating and Docking the Control Panel

When the control panel is initially displayed, it is docked to the left side of the main window. You can undock it and float it or dock it on the other side. To float it, left-click down on the title (where it says “Control Panel”), drag it to the desired location, and release the mouse button. As you drag, you will see a rectangle indicating where the panel will be floated. To re-dock the panel, left-click down on the heading and drag it to the left or right edge of the main window. As you move the mouse cursor close to the side, you will see the drag rectangle snap to the docking location. Release the mouse.

When the control panel is floating, you can also dock it via docking commands in the heading’s drop-down menu.

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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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