Welcome to the website and online service of 3D ControlSystems, Inc. (“3D Control Systems,” “we,” or “us”). By accessing or using 3D Control SystemsService, or if applicable, by clicking “I ACCEPT,” you signify that you haveread, understood, and agree to be bound by these Terms and Conditions (“Agreement”)and to the collection and use of your information as set forth in the PrivacyPolicy, whether or not you are a registereduser of our Service. IF YOU DO NOT AGREE TO THESE TERMS, DO NOT ACCESS OR USE ANYOF THE 3D Control Systems Properties. ThisAgreement applies to all visitors, users, and others who access 3D ControlSystems Service.
3D Control Systems reserves the right, at its solediscretion, to alter or update the Agreement and/or the 3D Control SystemsService at any time with or without notice including, without limitations,features, specifications, capabilities, functions, licensing terms, releasedates, general availability or other characteristics. By continuing to use the3D Control Systems Service after any such changes, you agree to be bound bysubsequent changes and acknowledge that 3D Control Systems shall have noliability to you as a result of any such changes.
This website and any variations or successors to thiswebsite (“3D Control Systems Site”) are owned by 3D Control Systems. Any 3DControl Systems computer software downloadable or otherwise available from the3D Control Systems Site (“3D Control Systems Software”) is provided under theAgreement. Any 3D Control Systems
Services purchased or otherwise provided from the 3DControl Systems Site are subject to the additional terms of any applicableservices agreement. The Agreement apply to all Users of the 3D Control SystemsSite, the 3D Control Systems Software and the 3D Control Systems Services(collectively, the “3D Control Systems Properties”).
By using the 3D Control Systems Properties you agree to bebound by the Agreement. By using the 3D Control Systems Properties on behalf ofan organization, you agree to be bound by the Agreement, bind that organizationto the Agreement, and promise that you have the authority to bind thatorganization to the Agreement. When using the 3D Control Systems Properties onbehalf of an organization, “You” and “Your” will refer to that organization. Ifyou do not agree to the Agreement, do not use the 3D Control SystemsProperties.
You may use the 3D Control Systems Properties solely foryour non-commercial, personal use only. No part of the 3D Control SystemsProperties, including any materials incorporated therein, may be copied,reproduced, republished, uploaded, posted, publicly displayed, encoded,translated, transmitted or distributed in any way (including “mirroring”) toany other computer, service, website or other medium for publication ordistribution or for any commercial enterprise, without 3D Control Systems’express prior written consent.
Your use of the 3D Control Systems Properties is governedby the Agreement, our Privacy Policy, any applicable country specific terms,and the terms of your order or individual services. Your order or request forservices may have additional terms that apply to the particular services inyour order. When using the term “Agreement” in any of the order, 3D ControlSystems services, privacy policy or other terms we are referring collectivelyto all of them, including any product specific terms that apply to the 3DControl Systems Properties.
1.Definitions
- “3D Control Systems Service” as used in the Agreement shall mean any 3D printing services that enables a User to (1) upload content to the 3D Control Systems Site, (2) list a manufacturing machine or service on the 3D Control Systems Site (3) print an object using the 3D Control Systems Site or (4) use 3D Control Systems Software in any manner.
- “3D Control Systems Site” as used in the Agreement shall include but is not limited to any URL that begins with or includes “3dprinteros”, “3dcontrolsystems” or “cloud.3dprinteros.com”.
- “3D Control Systems Software” as used in the Agreement shall mean any computer software downloadable, executable or otherwise available for use from the 3D Control Systems Site.
- “3D Control Systems Properties” as used in the Agreement shall mean any one of or the collection of the 3D Control Systems Service, the 3D Control Systems Site, and the 3D Control Systems Software.
- “Content” as used in the Agreement shall mean any and all data and any intellectual property contained in such data uploaded, transmitted, or otherwise provided by You or Your agents, in connection with the 3D Control Systems Service.
- “Prohibited Content” as used in the Agreement shall mean content that (i) promotes illegal activity, or provides instructions for illegal activity; (ii) exploits images or discloses personally identifiable information of children under eighteen (18) years of age or otherwise harms minors in any way; (iii) You do not have the right to use for the purposes of the 3D Control Systems Service, including to Content that You do not have a right to transmit under any law or regulation or under contractual or fiduciary relationships including but not limited to inside information and confidential information learned or disclosed as part of employment or agency relationships or pursuant to nondisclosure agreements; (iv) is unlawful, harmful, threatening, abusive, violent, harassing, tortious, defamatory, vulgar, obscene, pornographic, libelous, invasive of privacy or publicity rights, hateful or racially, sexually, ethnically or otherwise objectionable; (v) infringes the intellectual property or proprietary rights of any third party or contributes to inducing or facilitating such infringement.; (vi) directly or indirectly is used for “junk mail”, “spam”, “chain letters”, “pyramid schemes”, or any other like form of solicitation; (vii) contains any malicious or invasive software, or that could diminish the quality of, interfere with the performance of, or impair the functionality of the 3D Control Systems Service; or (viii) contains advertising, offers for sale, or sells any item You are prohibited from advertising or selling by any applicable local, state, national, or international law, including regulations having the force of law, or advertising, offers for sale, or sales any of the following items: Any firearms, explosives, or weapons; any food that is not packaged or does not comply with all laws governing the sale of food to consumers by commercial merchants; any alcoholic beverages; any tobacco products for human consumption, including, without limitation, cigarettes and cigars, any items that are indecent or obscene, that are hateful or racially, sexually, ethnically or otherwise objectionable, that contain child pornography, that are otherwise pornographic in nature; any controlled substances or pharmaceuticals; any items that are counterfeit or stolen; any dangerous items; any goods or services that do not, in fact, exist; any registered or unregistered securities; any items that violate or infringe the rights of other parties; any items that You do not have the legal right to sell; any items where doing so through 3D Control Systems Properties would cause 3D Control Systems to violate any law.
- “User” as used in the Agreement means any person or entity that uses the 3D Control Systems Properties or any person or entity that provides the requisite authority for another person or entity to use the 3D Control Systems Properties on its behalf.
2. Useof Service
Eligibility
- You may use 3D Control Systems Service only if you can form a binding contract with 3D Control Systems, and only in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations. Any use or access to 3D Control Systems Service by anyone under 16 is strictly prohibited and in violation of this Agreement, unless You receive Your Parents’ consent to do so. 3D Control Systems Service is not available to any Users previously removed from 3D Control Systems Service by 3D Control Systems.
3DControl Systems Accounts
- To use the 3D Control Systems Service, you must register for a 3D Control Systems account. Your 3D Control Systems account gives you access to the 3D Control Systems Service and functionality that we may establish and maintain from time to time and at our sole discretion. We may maintain different types of accounts for different types of Users. If you open a 3D Control Systems account on behalf of a company, organization, or other entity, then (a) “you” includes you and that entity, and (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement, and that you agree to this Agreement on the entity’s behalf. By connecting to 3D Control Systems with a third-party service, you give us permission to access and use your information from that service as permitted by that service, and to store your log-in credentials for that service. Accounts are registered solely to you personally and may not be sold, traded, gifted, or otherwise transferred at any time under any circumstances.
- You may never use another User’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. We encourage you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account. You must notify 3D Control Systems immediately of any breach of security or unauthorized use of your account. 3D Control Systems will not be liable for any losses caused by any unauthorized use of your account.
- You may control your User profile and how you interact with 3D Control Systems Service by changing the settings in your “Profile Settings” page. By providing 3D Control Systems your email address you consent to using the email address to send you administrative and service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you communication pursuant to our Privacy Policy.
- You may cancel your account at any time by following the instructions on 3D Control Systems Service. If you voluntarily cancel your account, or allow your account to lapse, you may reactivate that account at any time. We may permanently or temporarily terminate or suspend your account or any access to 3D Control Systems Service without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement. If 3D Control Systems has previously terminated your account for any reason, 3D Control Systems further reserves the right, in its sole discretion, to prohibit you from reactivating such accounts or creating a new account on 3D Control Systems Service.
ServiceRules
- You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of 3D Control Systems Service in any medium, including without limitation by any automated or non-automated “scraping”; (ii) using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access 3D Control Systems Service in a manner that sends more request messages to the 3D Control Systems servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running 3D Control Systems Service; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through 3D Control Systems Service; (vii) collecting or harvesting any personally identifiable information, including account names, from 3D Control Systems Service; (viii) using 3D Control Systems Service for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of 3D Control Systems Service; (xi) accessing any content on 3D Control Systems Service through any technology or means other than those provided or authorized by 3D Control Systems Service; or (xii) bypassing the measures we may use to prevent or restrict access to 3D Control Systems Service, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of 3D Control Systems Service or the content therein.
- We may, without prior notice, change 3D Control Systems Service; stop providing 3D Control Systems Service or features of 3D Control Systems Service, to you or to users generally; or create usage limits for 3D Control Systems Service.
- You are solely responsible for your interactions with other 3D Control Systems Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. 3D Control Systems shall have no liability for your interactions with other Users, or for any User’s action or inaction.
Feedback
You may choose to or we may invite you to submit commentsor ideas about 3D Control Systems Service, including without limitation abouthow to improve 3D Control Systems Service or our products (“Feedback”). Bysubmitting any Feedback, you agree that your disclosure is gratuitous,unsolicited and without restriction and will not place Bond under any fiduciaryor other obligation, and that we are free to use Feedback without anyadditional compensation to you, and/or to disclose the Idea on anon-confidential basis or otherwise to anyone. You further acknowledge that, byacceptance of your submission, 3D Control Systems does not waive any rights touse similar or related ideas previously known to 3D Control Systems, ordeveloped by its employees, or obtained from sources other than you.
3.Grant of Licenses; Scope of License; Restrictions
Grantof License
Subject to the Agreement and the terms and condition of theContract(s), 3D Control Systems grants to You, during the Term specifiedherein, a non-exclusive, non-transferable, revocable, limited license, withoutright of sublicense, to access and use the 3D Control Systems Properties. Youhereby grant 3D Control Systems a worldwide, royalty-free, non-exclusive,transferable (solely to 3D Control Systems’ Agents and Suppliers) license toperform such acts with respect to the Content solely as are reasonable inconnection with provisioning the 3D Control Systems Services including, withoutlimitation, the right to: (i) secure, transcode, encode, reproduce, host,cache, route, reformat, transmit, and analyze the Content and create algorithmsand reports based on access to and use of the Content by Users; (ii) use,exhibit, broadcast, deliver, publish, publicly display, publicly perform,distribute, promote, copy, store, and/or reproduce (in any form) the Content onor through the 3D Control Systems Service; and (iii) utilize Content to test 3D Control Systems’internal technologies and processes. You will not, directly or indirectly: reverseengineer, decompile, disassemble or otherwise attempt to discover the sourcecode, object code or underlying structure, ideas, know-how or algorithmsrelevant to the 3D Control Systems Services or any software, documentation or data relatedto the 3D Control Systems Services; modify, translate, or create derivative works based on the 3D Control Systems Services; use the 3D Control Systems Services for time sharing or service bureau purposes orotherwise for the benefit of a third; or remove any proprietary notices orlabels.
Scopeof Use
You are solely responsible for all matters arising out ofor in connection with the Content including, without limitation, ensuring thatthe Content does not include Prohibited Content. You are responsible for allContent (regardless of whether provided by You and/or by third parties)including without limitation for any damages that may result from errors oromissions, false or defamatory material, and/or material that is offensive,indecent, objectionable, infringing, and/or illegal. Under no circumstanceswill 3D Control Systems, its Agents or its Suppliers be liable in any way forContent or for any loss or damage of any kind incurred by You or any thirdparty as a result of the use or publication of any Content posted, delivered,streamed, or otherwise transmitted via in or connection with the 3D ControlSystems Service. Without limiting the foregoing, You acknowledge that neither3D Control Systems nor its Agents or Suppliers will be responsible forpreventing or identifying infringement of intellectual property rights or otherviolations associations with the Content, and that 3D Control Systems, itsAgents and its Suppliers assume no responsibility to edit, review, or overseeContent submitted, uploaded, distributed, retrieved, viewed or transmitted inconnection with use of the 3D Control Systems Service, and shall not beresponsible for screening or monitoring for possible (i) infringement orenforcing Your rights or third party rights with respect to Content, (ii)unlawful, inappropriate or unpermitted use, (iii) libel, falsehoods, errors oromissions contained in Content, or (iv) noncompliance with FCC or othergovernmental laws and/or regulations. For any infringement or suspectedinfringement of intellectual property rights, You must immediately remove orstop use of the applicable Content in connection with the 3D Control SystemsProperties. Without limiting the foregoing, You acknowledge that 3D ControlSystems complies with the DMCA Notification Procedures availablehttp://www.copyright.gov/legislation/dmca.pdf with respect to third partyclaims of infringement. Any third party products, content, services and/orlinks displayed on or through the 3D Control Systems Properties are notreferrals or endorsements of any product, service or provider; any and all suchofferings are displayed solely for convenience only. The 3D Control SystemsService may in some cases be permitted for use with third party components orservices that may be subject to their own, separate license agreements orspecial pass-through terms, and You assume all risks and liabilities associatedwith the use of any such third party offerings. For clarity, nothing in thisSection 3.2 diminishes 3D Control Systems’ obligations to You under theAgreement with respect to 3D Control Systems Software that is expressly statedas included within the 3D Control Systems Service, but instead relates to anyaccess and/or use of third party products and/or services that You elect toutilize in connection with the 3D Control Systems Service, regardless ofwhether 3D Control Systems provides integration or other services at Yourrequest in connection with enabling or utilizing third party products and/orservices with the 3D Control Systems In no event will 3D Control Systems beresponsible or liable for any failure or inability to access third partyservices, including without limitation that which is caused by changes to thirdparty services (or portions thereof) that affect the use of the 3D ControlSystems Service or otherwise.
4.Automatic Updates
The 3D Control Systems Service consist of the most currentversions thereof, including without limitation automatic general releaseupdates to the 3D Control Systems Service such as bug fixes, patches, enhancedfunctions, and/or security related patches. You agree to accept and/ormigrate (as applicable) to any and all new versions of 3D Control SystemsService, or any portion thereof, that 3D Control Systems may implement and/orotherwise provide to You, and 3D Control Systems shall have no obligation to provideor support any prior versions of the 3D Control Systems Service or portionsthereof.
5.Term and Termination
You may stop using the 3D Control Systems Properties at anytime. Upon termination or cessation of the 3D Control Systems Service, 3DControl Systems is not obligated to provide you with any additional services.3D Control Systems reserves the right to suspend or end the 3D Control SystemsService or restrict use of the 3D Control Systems Properties at any time, withor without cause, and with or without notice. 3D Control Systems may suspend orterminate your use or access to the 3D Control Systems Properties if you arenot complying with the Agreement, or if Your use of the 3D Control SystemsProperties imposes legal liability or disrupts others’ use of the 3D ControlSystems Properties in any. If 3D Control Systems suspends or terminates youruse of any 3D Control Systems Properties, all fees incurred or payments dueshall be immediately due and payable upon termination. 3D Control Systems mayin its sole discretion suspend Your access to the 3D Control Systems Service(or any portion thereof) and/or terminate the Contract(s): (a) should You failto comply with the Agreement; (b) based on any conduct that 3D Control Systemsbelieves is or may be directly or indirectly harmful to other users, to 3DControl Systems or its suppliers; (c) based on any conduct that 3D ControlSystems believes may be a violation of law, third party rights, and/orrestrictions on Prohibited Content; and/or (d) in the event of any legalrestriction imposed on You, 3D Control Systems, and/or its suppliers withrespect to provision of the 3D Control Systems Service. 3D Control Systems’right to suspend or terminate the 3D Control Systems Service as set forth inthis Section shall not absolve You of any payment or indemnificationobligations described herein or diminish any other right or remedy available to3D Control Systems and/or its suppliers. Nothing herein shall be deemed awaiver of any claims that 3D Control Systems may have against You. All termsand conditions set forth herein that should by their nature survive termination(including without limitation all provisions relating to payment, intellectualproperty, ownership, and indemnification) in order to be given full effectshall continue in full force and effect after any expiration or termination ofthe 3D Control Systems Service.
6. Confidentiality,Title, and Ownership
You ( “Receiving Party”) understands that We ( “Disclosing Party”) havedisclosed or may disclose business, technical or financial information relatingto the Disclosing Party’s business (hereinafter referred to as “ProprietaryInformation” of the Disclosing Party). Proprietary Information of Company includes non-public informationregarding features, functionality and performance of the 3D Control SystemsProperties. The Receiving Party agrees:(i) to take reasonable precautions to protect such ProprietaryInformation, and (ii) not to use (except in performance of the Services oras otherwise permitted herein) or divulge to any third person any suchProprietary Information. The DisclosingParty agrees that the foregoing shall not apply with respect to any informationafter five (5) years following the disclosure thereof or any information thatthe Receiving Party can document (a) is or becomes generally available tothe public, or (b) was in its possession or known by it prior to receiptfrom the Disclosing Party, or (c) was rightfully disclosed to it withoutrestriction by a third party, or (d) was independently developed withoutuse of any Proprietary Information of the Disclosing Party or (e) isrequired to be disclosed by law.
As between You and 3D Control Systems, You and Yoursuppliers and licensors own all right, title and interest in and to Content(excluding any content that might be provided by 3D Control Systems and/or itssuppliers) including associated intellectual property rights under copyright,trademark and/or other applicable domestic and international laws. 3D ControlSystems and its suppliers own all right, title and interest in and to the 3DControl Systems Properties including associated intellectual property rightsunder copyright, trade secret, patent, trademark and/or other applicabledomestic and international laws. In no event shall the 3D Control SystemsService (or any portion thereof) or any that might be provided by 3D ControlSystems and/or its suppliers be deemed sold or assigned to You. Any and allrights not expressly granted by 3D Control Systems are reserved to 3D ControlSystems. 3D Control Systems is not required to accept unsolicited feedback. IfYou provide feedback about the 3D Control Systems Service to 3D ControlSystems, 3D Control Systems shall own all rights in and to such feedback andany derivative technologies, methodologies, compilations and/or any otherresultant uses based on or developed through or by using such feedback and Youshall take all necessary actions that may be requested by 3D Control Systems toperfect 3D Control Systems’ rights in and to such feedback.
Notwithstanding anything to the contrary, Weshall have the right collect and analyze data and other information relating tothe provision, use and performance of various aspects of the 3D Control Systems Properties and related systems and technologies (including, without limitation,information concerning Your data and data derived therefrom), and We will be free (during and after the termhereof) to (i) use such information and data to improve and enhance the 3D Control Systems Properties and for other development, diagnostic and corrective purposes inconnection with the 3D Control Systems Properties and Our other offerings, and (ii) disclosesuch data solely in aggregate or other de-identified form in connection withits business. No rights or licenses are granted except as expressly set forthherein.
7.Warranties
You represent and warrant that You are solely responsibleand liable for: (a) obtaining all necessary consents, permissions, licenses,waivers and applicable intellectual property rights from any intellectualproperty owners, of any portion of the Content; (b) complying with all laws,rules and applicable regulations associated with obtaining, copying,transmitting storing or otherwise using the Content; (c) any ProhibitedContent; and (d) abiding by the Agreement.
8. Disclaimer of Warranties
3D Control Systems MAKES NOREPRESENTATION, WARRANTY, OR GUARANTEE OF THE SUITABILITY OF THE 3D ControlSystems Properties (OR ANY CONTENT) FOR YOUR PURPOSES, THAT THE USE OF THE 3DControl Systems SERVICE SHALL BE SECURE, UNINTERRUPTED OR ERROR-FREE, OR THATTHE 3D Control Systems SERVICE SHALL FUNCTION PROPERLY IN COMBINATION WITH ANYTHIRD PARTY SERVICES, TECHNOLOGY, HARDWARE, SOFTWARE, SYSTEMS OR DATA. THE 3DControl Systems SERVICE, AND ANY CONTENT PROVIDED BY 3D Control Systems AND/ORITS SUPPLIERS, ARE PROVIDED “AS IS” AND ALL CONDITIONS, REPRESENTATIONS ANDWARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING,WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FORA PARTICULAR PURPOSE, OR NON-INFRINGEMENT ARE HEREBY DISCLAIMED TO THE MAXIMUMEXTENT PERMITTED BY APPLICABLE LAW. THE 3D Control Systems SERVICE MAY BESUBJECT TO INTERRUPTION, LIMITATIONS, DELAYS, AND OTHER PROBLEMS INHERENT INTHE USE OF INTERNET APPLICATIONS AND ELECTRONIC COMMUNICATIONS AND 3D ControlSystems AND ITS SUPPLIERS ARE NOT RESPONSIBLE FOR ANY SUCH DELAYS, MISDELIVERY,UNTIMELY DELIVERY, DELIVERY FAILURES, OR ANY DAMAGES RESULTING THEREFROM AND/ORFROM EVENTS BEYOND 3D Control Systems’ REASONABLE CONTROL. THIS SECTION 8 SHALLAPPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
9. Limitation on LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BYAPPLICABLE LAW, (I) IN NO EVENT SHALL 3D Control Systems OR ITS AGENTS ORSUPPLIERS BE LIABLE FOR ANY CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE, OROTHER INDIRECT DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, DAMAGES FORCOSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES, BUSINESS INTERRUPTION,OR LOSSES OF BUSINESS PROFITS, BUSINESS INFORMATION, GOODWILL, USE, DATA, ORANY OTHER INTANGIBLE OR OTHER PECUNIARY LOSSES) ARISING OUT OF THE use of orinability to use the 3D Control Systems Properties, RETRIEVE THE CONTENT BY ORTHROUGH THE 3D Control Systems SERVICE, EVEN IF THEY HAVE BEEN ADVISED OF THEPOSSIBILITY OF SUCH DAMAGES, AND (II) YOUR EXCLUSIVE REMEDY AND 3D ControlSystems’ TOTAL AGGREGATE LIABILITY FOR ALL CLAIMS COMBINED RELATING TO, ARISINGOUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THE 3D Control Systems SERVICE orProperties, THE CONTRACT(S) AND/OR The Agreement FOR ANY REASON SHALL BELIMITED TO THE ACTUAL DIRECT DAMAGES INCURRED BY YOU UP TO THE GREATER OF THEFEES FOR YOUR USE OF THE 3D Control Systems SERVICE THAT YOU ACTUALLY PAIDDIRECTLY TO 3D Control Systems IN THE TWELVE MONTH PERIOD PRECEDING THE FIRSTSUCH CLAIM OR ONE THOUSAND U.S. DOLLARS ($1,000). YOU EXPRESSLY UNDERSTAND ANDAGREE THAT UNDER NO CIRCUMSTANCES SHALL 3D Control Systems OR ITS AGENTS ORSUPPLIERS OR ANY OF THEIR SUCCESSORS IN INTEREST BE RESPONSIBLE NOR LIABLE FORANY DAMAGES BASED ON MISUSE OF AND/OR RELIANCE ON THE 3D Control SystemsSERVICE or Properties AND/OR CONTENT THAT YOU MAY RECEIVE FROM 3D ControlSystems OR ITS AGENTS OR SUPPLIERS BY OR THROUGH THE 3D Control SystemsSERVICE. YOUR INSTALLATION, USE AND ACCESS OF THE 3D Control Systems SERVICE ISAT YOUR SOLE DISCRETION AND RISK AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGESTO YOUR DEVICE, SOFTWARE AND THE LOSS OF YOUR USER DATA THAT RESULTS FROM THEUSE THEREOF. YOUR USER DATA and COntent MAY NOT BE AVAILABLE OR RESTORABLE IF(1) 3D Control Systems HAS NOT COMPLETED COPYING OR SYNCING YOUR USER DATA orcontent, (2) FOR FILES, FOLDERS OR DISK DRIVES THAT THE 3D Control SystemsSERVICE DOes NOT AUTOMATICALLY BACKUP OR SYNC, YOU DO NOT MANUALLY SELECT THEMFOR BACKUP OR SYNCING OR YOU UNSELECT CERTAIN USER DATA or content FOR BACKUPOR SYNCING, (3) 3D Control Systems SERVERS OR NETWORK SERVICE IS UNABLE TO MAKEA CONNECTION WITH YOUR DEVICE, (4) YOU FAIL TO FOLLOW 3D Control Systems’STECHNICAL REQUIREMENTS, AND DOCUMENTATION FOR UTILIZING THE BACKUP SERVICES,INCLUDING UPGRADING THE VERSION OF THE 3D Control Systems SERVICE AS REQUIRED,AND PERIODICALLY TESTING YOUR BACKUPS AND RESTORES, OR (8) YOU TERMINATE YOURLICENSE OR FAIL TO RENEW YOUR SUBSCRIPTION TO THE 3D Control Systems SERVICE.THIS SECTION 9 SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
10.INDEMNIFICATION
You shall defend, indemnify and hold harmless 3D ControlSystems and its agents and suppliers and their respective officers, employees,licensors, agents, and affiliates, and all successors in interest to theforegoing, from and against any and all third party claims, damages, costs andexpenses (including reasonable attorneys’ fees and litigation expenses)relating to, arising out of, or in connection with the Content and/or Your useof and/or access to the 3D Control Systems Properties (which includes use ofand/or access to the 3D Control SystemsService by Your employees, agents, affiliates, partners, customersand any Users ), including but not limited to claims relating to, arising outof, or in connection with Prohibited Content, and/or Your breach of any of theAgreement, the Privacy Policy, and/or other provisions of the Contract(s),including but not limited to any of the representations or warranties inconnection with any of the foregoing.
11.Compliance With Laws; Government Restricted Rights
The 3D Control Systems Service is of U.S. origin. You shalladhere to all applicable state, federal, local and international laws andtreaties in all jurisdictions in which You use the 3D Control Systems Service,including, without limitation, all end-user, end-use and destinationrestrictions issued by U.S. and other governments and the U.S. ExportAdministration Act and its associated regulations. The 3D Control SystemsService is protected by copyright laws and international treaty provisions. Youagree that the 3D Control Systems Service, and any accompanying documentationand/or technical information, is subject to applicable export control laws andregulations of the USA. You agree not to export or re-export the 3D ControlSystems Service, directly or indirectly, to any countries that are subject toUSA export restrictions. If the 3D Control Systems Service is licensed for useby the United States or in the performance of a U.S. government prime contractor subcontract, You agree that the 3D Control Systems Service is delivered as a“commercial item,” as that term is defined at 48 C.F.R. 2.101, and morespecifically shall be identified as “commercial computer software” and“commercial computer software documentation,” as such terms are used in 48C.F.R. 12.212. Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1through 227.7202-4, the 3D Control Systems Service and related documentationprovided to U.S. Government end users is provisioned (a) only as a commercialend item and (b) with only those rights as are granted to all other end userspursuant to the terms and conditions herein. Contractor/licensor is 3D ControlSystems, Inc., 1355 Market Street, 3rd Floor San Francisco, CA 94123
12.Publicity and Marketing
3D Control Systems shall be permitted to line-list you as acustomer and use your standard logo for 3D Control Systems’ promotional andmarketing use during the Term.
13.Governing Law; Dispute Resolution
You understand and agree that the Agreement shall begoverned by the laws of the State of California as such laws apply to contractsbetween Delaware residents performed entirely within Delaware, without regardto conflict of law provisions. Any action or proceeding arising from orrelating to the Agreement, may only be brought in the State and Federal courtslocated in Delaware and each party irrevocably submits to such exclusivejurisdiction and venue.
14. General Provisions
The Contract(s), including the Agreement, constitute thecomplete and exclusive agreements between You and 3D Control Systems withrespect to its subject matter and supersedes any and all prior written or oralagreement or understanding relating to the same subject matter. In the event ofany conflict between or among any Contract executed by both You and 3D ControlSystems and the Agreement, the Contract shall control to the extent of suchconflict and all other terms and conditions of each shall continue to remain infull force and effect. If any provision of a Contract, including withoutlimitation the Agreement is held unenforceable for any reason, such provisionshall be reformed only to the extent necessary to make it enforceable and suchdecision shall not affect the enforceability of such provision under othercircumstances, or of the remaining provisions hereof under all circumstances.Notwithstanding anything to the contrary in the Agreement, if You procure the3D Control Systems Service through one of 3D Control Systems’ Agents instead ofdirectly from 3D Control Systems, then 3D Control Systems has no direct orindirect liability to You in connection with the 3D Control Systems Service orotherwise regardless of whether 3D Control Systems hosts the 3D Control SystemsService. You and 3D Control Systems are independent contractors and no jointventure, partnership, employment, agency or exclusive relationship existsbetween You and 3D Control Systems as a result of the Contract(s) and/or Youruse of the 3D Control Systems Service as authorized thereunder. Any writtennotice required hereunder may be transmitted via email to the primary emailcontacts provided or other official email contacts available to a party if suchemail contacts are no longer relevant due to employee departure or otherwise. AContract may only be modified by a written amendment signed by authorizedrepresentatives of both You and 3D Control Systems. All waivers must be made inwriting and the failure of You or 3D Control Systems to enforce any right orprovision in a Contract or in the Agreement shall not constitute a waiver ofsuch right or provision. Any waiver on one occasion shall not imply orconstitute a waiver on any other occasion. 3D Control Systems shall not beresponsible for any failure to perform, or delay in performing any of its obligationsunder a Contract or the Agreement to the extent that such a failure or delayresults from force majeure causes beyond its control, such as acts of God or ofthe public enemy, acts of the government in its sovereign or contractualcapacity, fires, floods, epidemics, quarantine restrictions, freight embargoes,strikes, civil commotion, or the like. You may not transfer or assign theAgreement or any rights or obligations hereunder, directly or indirectly, byoperation of law or otherwise, without the prior written consent of 3D ControlSystems and any such assignment shall be null and void from the beginning. TheContract(s), including without limitation the Agreement, shall insure to thebenefit of and be binding upon 3D Control Systems’ or Your respective permittedsuccessors and assigns.
15. Contacting 3DControl Systems
If you have any queries about the manner in which the 3DControl Systems Site is operated, the 3D Control Systems Service is provided,or how your personal information is used by 3D Control Systems, please contactus at info@3DControlSystems.com.