License To Make

MATTERHACKERS, INC.
License To Make

BY PURCHASING, INSTALLING, OR USING THE LICENSED DESIGN ("DESIGN”) FROM MATTERHACKERS, INC. ("PLATFORM PROVIDER”), THE INDIVIDUAL, IF ACTING ON BEHALF OF HIMSELF OR HERSELF ("INDIVIDUAL CUSTOMER"), OR THE INDIVIDUAL WHO IS ACTING ON BEHALF OF AN EDUCATIONAL OR NONPROFIT INSTITUTION, GOVERNMENTAL AGENCY, OR OTHER (“ENTITY CUSTOMER”) (THE INDIVIDUAL CUSTOMER AND ENTITY CUSTOMER TOGETHER ARE SOMETIMES REFERRED TO HEREIN AS "CUSTOMER"), IS AGREEING TO BE BOUND BY THIS LICENSE AGREEMENT ("AGREEMENT”).

IF CUSTOMER DOES NOT AGREE TO THIS AGREEMENT, CUSTOMER SHOULD NOT PURCHASE, INSTALL, OR USE THE LICENSED DESIGN.

THE “EFFECTIVE DATE” FOR THIS AGREEMENT IS THE DAY CUSTOMER FIRST ACCESSES THE LICENSED DIGITAL DESIGN.

1. DEFINITIONS.

   "Affiliates” or "Affiliate” means an entity, institution, or organization that controls, is controlled by, or is under common control with another entity, institution, or organization, with at least majority ownership.

   "Design” means the specific design software, product, and/or property licensed to Customer under the terms of this Agreement.

   "Designer” means the third-party owner, seller, re-seller, developer, and/or creator of the Designs that MatterHackers distributes on the Platform.

   "Documentation”” means the user manuals and supporting documentation in electronic format provided with the Design under this Agreement.

   "License Fee" means the applicable fee for which Customer licenses the Licensed Design.

   "MatterHackers” means MatterHackers, Inc., or any of its Affiliates, the operator of the Platform and a licensed agent for the Designers.

   "Platform” means any and all websites, digital parts stores, and online retail stores operated by MatterHackers and/or its Affiliates, from which the Design was licensed.

   "Print” means to make physical copies of the digital Designs on a 3D printer.

   "Property” means Designer’s digital design file(s).

   "Provider” means Designer, MatterHackers, as distribution agent of Designer, and their Affiliates.

2. LICENSE. The Designs transacted through the Platform are licensed, not sold, to Customer for use only under the terms of this Agreement. Portions of some Designs may be covered by a public license such as the Creative Commons. In those cases, any portions of the Design not covered by a Creative Commons license will be covered by this Agreement and License. This License granted to Customer for the Design by Provider is limited to a non-transferable License to Print the Design on any 3D Printer that Customer owns or controls. Customer may Print an unlimited number of physical copies of the Design for personal use. Customer may Print only a single physical copy of the Design for commercial use. Customer agrees that this means Customer can only sell, give away, or give away promotionally, a single physical copy of the Design, either by itself or as part of a larger project. Customer Agrees that this means that Customer can only Print a single physical copy of the Design for use to promote Customer’s business(es). Licensing options above and beyond the usage described in this Agreement may be available for some Designs, please contact the Designer directly for more information. Customer agrees that Customer is only allowed to use the Design on 3D Printers that Customer owns or controls. Customer agrees to not distribute or make the Design available over a network where it could be used by multiple devices at the same time. Customer agrees not to rent, lease, lend, sell, redistribute, modify, give away, or sublicense the Design. Customer agrees not to (nor permit any person to) copy (except as expressly permitted by this Agreement or applicable law), decompile, reverse compile, decrypt, reverse engineer, disassemble, otherwise attempt to derive the source code of, modify, or create derivative works of the Design, any updates, or any part thereof (except as and only to the extent that any foregoing restriction is prohibited by applicable law or to the extent as may be permitted by the licensing terms governing use of any open sourced components included with the Design). Any attempt to do so is a violation of the rights of the Provider and its licensors. If Customer breaches this restriction, Customer may be subject to prosecution and damages.
   1. Ownership.

      The Provider reserves all rights not expressly granted to Customer. The Designs and Documentation contain copyrighted material and other proprietary material and information of Designers, MatterHackers, and/or their Affiliates and licensors. Designers, MatterHackers, and/or their Affiliates and licensors shall retain all right, title, and interest, including all intellectual property rights, in and to the Designs and Documentation. Customer will not remove, alter, or destroy any form of copyright notice, proprietary markings, or confidential legends placed upon or contained within the Designs, Documentation, or any component thereof.

3. TERM AND TERMINATION.

   The License is effective until terminated by Customer or Provider. Customer’s rights under this License will terminate automatically and without notice from the Provider if Customer fails to comply with any term(s) of this License. Upon termination of the License, Customer shall cease all use of the Design, and destroy all copies, full or partial, of the Design.

4. NO WARRANTY.

   CUSTOMER EXPRESSLY ACKNOWLEDGES AND AGREES THAT USE OF THE DESIGN IS AT CUSTOMER’S SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY, SAFETY, AND EFFORT IS WITH CUSTOMER. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE DESIGN AND ANY SUPPORT SERVICES PERFORMED OR PROVIDED BY THE PROVIDER ARE PROVIDED “AS IS”, “WHERE IS”, AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND. PROVIDER, MATTERHACKERS, DESIGNER, THEIR LICENSORS, AND AFFILIATES HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE DESIGN AND ANY SERVICES PROVIDED, EITHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES AND/OR CONDITIONS OF MERCHANTABILITY, OF SATISFACTORY QUALITY, OF FITNESS FOR A PARTICULAR PURPOSE, OF ACCURACY, OF QUIET ENJOYMENT, AND NON-INFRINGEMENT OF THIRD PARTY RIGHTS, INCLUDING INTELLECTUAL PROPERTY RIGHTS. PROVIDER DOES NOT WARRANT AGAINST INTERFERENCE WITH CUSTOMER’S ENJOYMENT OF THE DESIGN, THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY, THE DESIGN WILL MEET CUSTOMER’S REQUIREMENTS, THAT THE OPERATION OF THE DESIGN OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE DESIGN OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY PROVIDER OR ITS AUTHORIZED REPRESENTATIVES SHALL CREATE A WARRANTY. SHOULD THE DESIGN OR SERVICES PROVE DEFECTIVE, CUSTOMER ASSUMES THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO THE ABOVE EXCLUSION AND LIMITATIONS MAY NOT APPLY TO CUSTOMER.

5. LIMITATION OF LIABILITY. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT SHALL PROVIDER BE LIABLE FOR PERSONAL INJURY, OR ANY INCIDENTAL, SPECIAL, INDIRECT, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, LOSS OF DATA, BUSINESS INTERRUPTION OR ANY OTHER COMMERCIAL DAMAGES OR LOSSES, ARISING OUT OF OR RELATED TO CUSTOMERR USE OR INABILITY TO USE THE DESIGN, HOWEVER CAUSED, REGARDLESS OF THE THEORY OF LIABILITY (CONTRACT, TORT, OR OTHERWISE) AND EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR PERSONAL INJURY, OR OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION MAY NOT APPLY TO CUSTOMER.
   1. Limitation of Damages.

      In no event shall Provider’s total liability to Customer for all damages (other than as may be required by applicable law in cases involving personal injury) exceed the amount of the License Fee paid by Customer.

   2. Limitation of Remedies.

      The foregoing limitations will apply even if the above stated remedy fails of its essential purpose.

6. GOVERNING LAW; JURISDICTION; VENUE.

   This Agreement shall be governed as to validity, interpretation, construction, effect, and in all other respects by the local laws of the State of California, without regard to the choice of laws. In the event of a dispute arising under or related to this Agreement, Customer agrees to submit to the sole and exclusive jurisdiction and venue for any such litigation to the U.S. District Court for the Central District of California, Southern Division, located in Santa Ana, California or the Superior Court for the County of Orange. Customer hereby irrevocably consent to the personal jurisdiction of those courts.

7. WAIVER; SEVERABILITY; RIGHTS; CONSTRUCTION.

   The failure of Provider to enforce any provision of this Agreement will not constitute a waiver of the Provider’s rights to subsequently enforce the provision. Any waivers granted under this Agreement are effective only if recorded in a writing signed by the Party granting such waiver. If any provision of this Agreement is determined by any court or governmental authority to be unenforceable, the parties intend that this Agreement be enforced as if the unenforceable provisions were not present and that any partially valid and enforceable provisions be enforced to the extent that they are enforceable.

8. MODIFICATIONS.

   MatterHackers may modify the Agreement at its sole discretion by posting the revised terms on the Platform or on MatterHackers.com. Your continued use of the Platform of any other affiliated website of MatterHackers after any amendment evidences your agreement to be bound by the revised Terms.