3D Services Agreement
Access 3D SERVICES Terms of Service
Access 3D SERVICES is a program of Access Independence Inc., a Connecticut non-profit corporation.
Access 3D Services is engaged in conventional and non-conventional additive and subtractive manufacturing processes and related services, including 3D printing, 3D scanning, 3D design, CNC machining and woodworking and other similar or related services (collectively, the “Services”) which may include the reproduction and physical creation of designs from 3D printable design files (a “Design File”), the 3D scanning of tangible objects (to aid in the creation of Design Files or otherwise), the creation, modification, improvement or added design of Design Files (in each case, with respect to the fit, form, function and/or material composition of the resulting printed design (a “Printed Work”)), and/or the production of the resulting Printed Work. For good and valuable consideration, the receipt and sufficiency of which is acknowledged, by excepting these terms you agree to the following:
Scope of Work. Purchaser agrees that it will provide Access Independence with any necessary Design Files to undertake and complete the Services, and further authorizes Access Independence to use any such Design File to print the Printed Work, as applicable, and to modify, improve or design the Design Files, if requested.
Prices and Payment Terms. The price and terms of payment for Services rendered to Purchaser will be set in subsequent communications.
Representations and Warranties of the Purchaser. Purchaser makes the following representations and warranties:
Purchaser is wholly responsible for the Design File submitted for the performance of Services. By submitting any Design File, Purchaser certifies that it owns all rights and title to and has the right to use the design being printed (“Purchaser Materials”). Purchaser further certifies that Access 3D Services is hereby authorized to print and, if included in the Services, to modify, improve or design the Purchaser Materials at the direction of the Purchaser. Purchaser additionally certifies that the physical object does not contain any material that is offensive, indecent, or improper, or that could give rise to civil or criminal liability under any applicable statute, law, regulation, ordinance, rule, judgment, order, decree permit, license, permit or requirement (“Applicable Laws”) of any governmental or self-regulatory authority having jurisdiction over the Purchaser, the Provider, or any Design File, any Printed Work or the use, design, manufacture, delivery, operation or sale thereof or of any finished product of which the Printed Work is a subcomponent (a “Finished Product”). Access 3D Services has the right to refuse an order for any reason in its sole discretion. Access 3D Services reserves the right to destroy and/or delete any files created from or retained in connection with the print of your submitted Purchaser Materials without further notice.
The Purchaser will not upload, submit or otherwise transmit to Access 3D Services Materials that are (i) unlawful, threatening, abusive, defamatory, obscene or which invade another person’s privacy or further the commission or concealment of a crime; (ii) not lawfully the Purchaser’s to transmit; (iii) the subject of, or which infringe upon, any patent, trademark, trade name, trade secret, copyright, right of publicity, moral right or other intellectual property right of another person or entity.
Purchaser owns the copyright in or has permission to copy any materials submitted by it for printing or processing, and agrees to defend, indemnify and hold Provider and its officers, directors, agents and employees, harmless from any suit, demand or claim arising out of any event or circumstance that constitutes a breach of this warranty and agrees to pay any judgment, or reasonable settlement offer resulting from any such suit, demand or claim, and to pay any attorney’s fees incurred by Provider in defending against such suit, demand or claim.
Access 3D Services warrants that any Printed Work will be performed in a workmanlike manner in accordance with reasonable commercial practice; however, all Printed Work is purchased by the Purchaser on an “as is” basis. Further, Access 3D Services does not warrant or make any representations concerning the accuracy, likely results, or reliability of the use of any Printed Work, Design File or any Finished Product for any particular use or purpose. Purchaser is solely responsible for the further use of any Design File, any Printed Work, any Finished Product or any other results obtained from using the Services. No Printed Work nor any of its component services nor any other Services will be used or are intended for use (i) in the design, manufacture, delivery or operation of (x) consumer products, aerospace equipment or medical devices; provided that Printed Work may be used as a subcomponent in the manufacture by the Purchaser of a Finished Product that is a consumer product, an item of aerospace equipment or a medical device that would be classified as a Class I medical device under applicable regulations promulgated by the U.S. Food and Drug Administration, solely to the extent the Printed Work and such Finished Product are used, designed, manufactured, delivered and operated in compliance with all Applicable Laws, (y) power equipment, military equipment or other military applications, or (z) any products in which the failure of the final product or such components, or both, could lead to death, personal injury, property damage, or physical or environmental damage or (ii) in any jurisdiction other than the United States of America and its subdivisions.
Printed Work will be retained by Access 3D Services for up to 30 days after the order is ready at which time Purchaser will be charged for the completed job if Printed Work has not been picked up. Provider is not responsible for retaining any Printed Work not picked up by Purchaser after such 30 days and is nevertheless entitled to collect and retain payment for all work performed on Purchaser’s behalf.
To the maximum extent permitted by law, Access 3D Services disclaims all representations and warranties, express or implied, with respect to information, content, services, products and materials related to the Services, any Design File, any Printed Work and any Finished Product, including as to warranties of merchantability, fitness for a particular purpose, title, noninfringement, freedom from computer virus or malware, and implied warranties arising from course of dealing or performance.
Purchaser agrees that Access 3D Services will not be liable for any direct, special consequential, incidental, punitive or other indirect damages under any theory of law (i) arising out of the Services, any Design File, any Printed Work, any Finished Product or the use thereof by the Purchaser or any end user; (ii) for any nondelivery, misdelivery, late delivery, or lost or damaged shipments or any other reason, including without limitation, damages for lost profits, business, data or user-provided materials.
Access 3D Services will not be liable for any direct, punitive, exemplary or consequential damages nor shall any adjustment, refund or credit of any kind be made in excess or the lesser of $100.00 or the amount paid to Provider for the Printed Work or other Services, as applicable.
Access 3D Services will not be liable, make any adjustment, refund or credit for, any loss, corruption, delay, misprint, non-print, inclusion, omission, shipment, misdelivery, nondelivery, misinformation, other direct or indirect damages, or failure to provide Services, Printed Works or any Finished Product to the extent caused by or resulting from:
Viruses, worms, trojan horses, malware and other forms of harmful code that are not detected or removed using Access 3D Services standard malware-detection procedures, or the loss, corruption or irretrievability of, or damage to, the Purchaser’s personal information, user-provided materials or information regarding Printed Works used or stored by Provider;
Criminal acts, local disputes, disruptions in electronic and transportation networks, failures of Internet service providers, weather phenomena, strikes and natural disasters;
Access 3D Service provision of advice, assistance or guidance in connection with the Services.
Access 3D Services does not provide insurance, nor is Purchaser permitted to assign a declared value to any Printed Work.
Indemnity. Purchaser shall indemnify, hold harmless and defend Access 3D Services and its managers, officers, directors, employees, agents, affiliates, subcontractors, successors and permitted assigns (collectively “Indemnified Parties”), against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and attorneys’ fees, that are incurred by or awarded against an Indemnified Party in a final judgment, administrative proceeding or decision of an alternative dispute resolution proceeding (collectively, “Losses”), arising out of any third-party claim alleging:
any event or circumstance that constitutes a breach or non-fulfillment of any representation, warranty or covenant made by the Purchaser in this Agreement;
any negligent or more culpable act or omission by the Purchaser or its personnel (including any reckless or willful misconduct) in connection with the performance of its obligations under this Agreement or in the use of the Services or the use, design, manufacture, delivery, operation or sale of any Printed Work or any Finished Product,
any bodily injury to any person, or death of any person, or damage to any property, caused by any use of the Services, any Printed Work or any Finished Product by Purchaser or any end user, or caused by any Printed Work or any Finished Product after the applicable Printed Work has been delivered to Purchaser or deposited with an express or freight carrier for delivery to the Purchaser;
any failure by Purchaser or its personnel to comply with all Applicable Laws in the performance of its obligations under this Agreement or in the use of the Services or the use, design, manufacture, delivery, operation or sale of any Printed Work or any Finished Product; or
any failure by Purchaser, Provider or their respective personnel to comply with Applicable Laws that impose design, manufacturing, packaging, labeling, storage, installation, servicing, processing or recordkeeping requirements on manufacturers of regulated products or other products intended for regulated purposes; provided that the Purchaser is not obligated to indemnify, hold harmless, or defend an Indemnified Party against any claim (whether direct or indirect) if such claim or corresponding Losses is determined in a final judgment to have arisen out of or result from such Indemnified Party’s: (a) gross negligence, recklessness or willful misconduct; or (b) bad faith failure to materially comply with any of its obligations set forth in this Agreement.
Termination. In the event that Access 3D Services learns of, or reasonably suspects, that activity in violation of this Agreement has occurred, Access 3D Services can terminate the Services without notice. Access 3D Services reserves the right to discontinue the Services at any time without reason or notice.
Sales Taxes. Purchaser shall pay any applicable taxes arising under federal, state, municipal or other law.
Applicable Law, Etc. This Agreement shall be governed in accordance with the laws of Connecticut. The parties hereby consent to the jurisdiction of the courts of Connecticut regarding any action claiming breach of this Agreement. EACH PARTY WAIVES ANY RIGHT IT MAY HAVE TO TRIAL BY JURY IN RESPECT OF ANY LITIGATION ARISING OUT OF THIS AGREEMENT, OR ANY COURSE OF CONDUCT, OR DEALING, VERBAL OR WRITTEN STATEMENT OR OTHER ACTION OF THE PARTIES.
Relationship of the Parties. The relationship of the parties under this Agreement is that of independent contractors. Nothing in this Agreement shall be construed so as to constitute the parties as partners, joint venturers or agents of the other.
Miscellaneous. (a) The invalidity or unenforceability of any provision of this Agreement shall not impair the other provisions hereof, which shall remain in full force. (b) This Agreement constitutes the entire understanding between Access 3D Services and Purchaser and supersedes any prior agreement between the parties concerning the subject matter of this Agreement, (c) This Agreement shall not be amended or modified in any respect, unless evidenced by a written instrument executed by Access 3D Services and Purchaser.