Enterprise Terms of Service
Last updated: 18-July-2017
- Our Services: Authentise is a provider of software that enables you to control, facilitate and improve the remote 3D printing of designs via your website, and also provides a platform that brings you multiple services required for the successful deployment of 3D data driven applications, such as: enabling you to stream designs directly from your website onto your customers' printers, storage, rendering, parameter control, model manipulation, slicing and streaming, and the sale and distribution of your designs via our publishing platform (collectively, the "Service" or “Services”). You will be deemed to have placed an order (the “Order”) with Authentise each time you automatically access our server in order to use the Services. You may also submit an Order to Authentise in writing (the “Order Form”) which sets forth the type of license you wish to obtain to use the Services (“License Plan”). All Orders, Order Forms and License Plans are governed by this Agreement. Authentise is willing to accept your Order only if you agree to and comply with the terms and conditions of this Agreement.
- You. In order to use the Service, you need to (a) be 18 or older, or have your parent or guardian’s consent to this Agreement, (b) have the power and authority to enter a binding contract with us and not be barred from doing so under any applicable laws, and (c) not have been previously suspended or removed from the Service. You warrant that any registration information that you submit in order to use the Service is true, accurate and complete.
- Term and Termination.
- Term. This Agreement is will remain in full force and effect for the period of one year or for as long as you use the Services, whichever time period is longer (“Initial Term”). This Agreement shall automatically renew for one (1) year periods of time unless you properly terminate the Agreement in accordance with Section 3(b) below (“Renewal Term”). The Initial Term and any and all Renewal Terms shall be collectively referred to as the “Term”. For avoidance of doubt, at all times that you use or access the Services or visit the website, you agree to be bound by the terms and conditions of this Agreement.
- Termination. You may terminate this Agreement by providing ten (10) days written notice to Authentise before the end of the Term. Upon the effective date of termination, you agree not to use the Service. If you continue to use the website, you will continue to be bound by the pertinent portions of this Agreement that relate to or cover your use of the website.
- Rights and Obligations Upon Termination. Your rights under this Agreement will terminate automatically without notice from Authentise if you fail to comply with any terms of this Agreement. Upon termination, you shall cease all use of the Service, and destroy all copies, full or partial, of the Service. If your account is terminated, you will remain obligated to pay all outstanding fees, if any, incurred prior to termination. We may refuse to provide our website and Service to you, in full or in part, effective immediately and without notice, for any reason or no reason, but especially if we believe that you have violated or will violate any laws, rights, or term or condition of any agreement you are a party to with us, our affiliates, contractual partners, or Users; or if we believe in our sole discretion that your use of the website and Service may create any risk (including any legal risk) for us, our affiliates, contractual partners, or Users. Limitation of access may include removal or modification of content that you have uploaded or otherwise submitted to or through the website and Service. All provisions of this Agreement and any other agreement between you and Authentise that by their nature survive termination, will survive.
- Scope of Use. You are authorized to use the Service as set forth in the terms of this Agreement, as they may be modified from time to time. Your rights to access and use the Services are personal, non-exclusive, non-transferable and non-sublicensable. You may not distribute or make the Service available over any other network or marketplace. You may not otherwise transfer the access granted herein or any right or ability to view, access, or use the Service. You may not copy, decompile, reverse engineer, disassemble, attempt to derive the source code of, modify, or create derivative works of the Service. Any attempt to do so is a violation of Authentise’s rights. If you breach these restrictions, you may be subject to prosecution and damages. The terms of the Agreement will govern any upgrades provided by Authentise that replace and/or supplement the original Service.
- Use of the Service. Use of the Service may require Internet access and you accept any additional agreement of service associated with such internet access. You understand that the Service may not be compatible with certain 3D printers or designs. Nevertheless, you agree to use the Service at your sole risk and that Authentise shall not have any liability to you for any delays in transmission or other factors that may limit a printer’s ability to access, modify, or copy a design or that may otherwise result in files becoming lost, corrupted or in printing being terminated prematurely.
- Proprietary Content. You agree that in accessing the Service, you will have access to Authentise’s proprietary content, information and material that is protected by applicable intellectual property and other laws, including but not limited to copyright, and that you will not use such proprietary content, information or materials in any way whatsoever except for permitted use of the Service. No portion of the Service may be reproduced in any form or by any means. You agree not to modify, lease, loan, sell, distribute, or create derivative works based on the Service, in any manner, and you shall not exploit the Service in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity. Authentise reserves all rights not granted expressly in this Agreement. Authentise maintains any and all intellectual property rights to the website and Services; you may be entitled to ownership of intellectual property that is created by Authentise or one of Authentise’s affiliates expressly for you as set forth and governed by a separate Professional Services Agreement.
- Your Content. We do not claim ownership rights in the designs, images or other content that you upload or submit to our website. You represent and warrant that you have all necessary rights (for example, in trademark, copyright, privacy rights, publicity rights, common law, etc.) to use such designs, images or other content without violating the rights of any third party. We may, in our sole discretion, remove or take down any such content that we believe to be infringing, or for which we have received a notice of infringement. However, we are not obligated to review any of the content submitted by you. By using the Services, you expressly agree to indemnify and hold Authentise harmless from and against any lawsuits, claims, damages, costs and fees (including reasonable attorneys’ fees) arising out of or related to your breach of this Section 8.
- Payment. You agree to pay for every Order you place in accordance with the fee schedule provided in the Order Form. Except as otherwise stated in the Order Form, payments shall be due quarterly, within 30 days of delivery of each payment invoice. You will be responsible for all use, sales, and other taxes imposed on the Services provided under this Agreement. Downgrades in your License Plan may affect your eligibility for any discounts or other special pricing offers made prior to those cancellations or downgrades.
- Right to Change. Authentise reserves the right to change, suspend, remove, or disable access to any Service at any time without notice. In no event will Authentise be liable for the removal of or disabling of access to any such Service. Authentise may also impose limits on the use of or access to the Service, in any case and without notice.
- NO WARRANTY: YOU EXPRESSLY ACKNOWLEDGE AND AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT THE ENTIRE RISK AS TO SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE AND ANY SERVICES PERFORMED OR PROVIDED BY THE SERVICE ARE PROVIDED "AS IS" AND “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTY OF ANY KIND, AND AUTHENTISE HEREBY DISCLAIMS ALL WARRANTIES AND CONDITIONS WITH RESPECT TO THE SERVICE AND ANY SERVICES, 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. AUTHENTISE DOES NOT WARRANT AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF THE SERVICE, NOR THAT THE FUNCTIONS CONTAINED IN, OR SERVICES PERFORMED OR PROVIDED BY THE SERVICE WILL MEET YOUR REQUIREMENTS, NOR THAT THE SERVICE WILL FUNCTION AS INTENDED, NOR THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS NOR THAT DEFECTS IN THE SERVICE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY AUTHENTISE OR ITS AUTHORIZED REPRESENTATIVE SHALL CREATE A WARRANTY. SHOULD THE SERVICE OR SERVICES PROVE DEFECTIVE, YOU ASSUME 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 YOU.
- Limitation of Liability. You use our website and Service at your own risk. We provide our website and Service without any express or implied warranties. We are not responsible for the actions, content, information, or data of third parties; we are not responsible for any failure of or deficiencies in third party hardware or devices that are used for or affects the Service; and, we are not responsible for any failures in network, internet or third party connections that are used for or affect the Service. TO THE EXTENT NOT PROHIBITED BY LAW, IN NO EVENT WILL AUTHENTISE OR ITS REPRESENTATIVES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS, DESIGNS, MODELS OR OTHER CONTENT MADE AVAILABLE IN CONNECTION WITH THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT AUTHENTISE HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE. TO THE EXTENT NOT PROHIBITED BY LAW, YOU AGREE THAT THE AGGREGATE LIABILITY OF AUTHENTISE TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF OR RELATING TO (i) THE USE OF OR ANY INABILITY TO USE THE SERVICE, AND (ii) ANY MATERIALS, DESIGNS, MODELS OR OTHER CONTENT WILL NOT EXCEED THE AMOUNT OF ONE HUNDRED DOLLARS ($100.00). THE FOREGOING LIMITATIONS WILL APPLY EVEN IF THE ABOVE STATED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
- Open Source Software. The Services may utilize or incorporate third-party software licensed under the following licenses, GNU General Public License (“GPL”) or Lesser GNU General Public License (“Open Source Programs”). These Open Source Programs are licensed pursuant to an end user license agreement that permits the end user to copy, modify, and redistribute the software, in both source code and binary code forms. You can learn more about these end user licenses at https://opensource.org/licenses. Nothing in this Agreement limits an end user’s rights under, or grants the end user rights that supersede, the terms of any applicable Open Source Program end user license agreement.
- Indemnity. You agree that you will be responsible for your use of the Service. You agree to indemnify and hold harmless Authentise together with its directors, officers, employees, agents, licensees and distributors from or against any and all liability (including costs and attorney's fees) for claims relating to the alleged or actual infringement of any third-party rights and any law to the extent that such claims relate to your use of our website or Service. Authentise reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with our defense of such claim.
- No Dangerous Applications. YOU UNDERSTAND THAT THE SERVICE IS NOT DESIGNED, MANUFACTURED, AUTHORIZED OR LICENSED FOR USE IN HAZARDOUS OR CRITICAL ENVIRONMENTS OR IN ACTIVITIES REQUIRING EMERGENCY OR FAIL-SAFE OPERATION, OR IN ANY OTHER APPLICATIONS OR ACTIVITIES IN WHICH FAILURE OF THE PRODUCTS MAY POSE THE RISK OF PHYSICAL INJURY OR DEATH OR ENVIRONMENTAL DAMAGE (ANY OF THE FOREGOING, “DANGEROUS APPLICATIONS”). YOU AGREE NOT TO USE THE SERVICE TO PRINT ANY WEAPONS OR OTHER ITEMS FOR USE WITH DANGEROUS APPLICATIONS. You agree not to use the Service for any illegal purpose or for a Dangerous Application.
- DMCA. Authentise will respond to legitimate requests under the Digital Millennium Copyright Act ("DMCA"), and retains the right to deny service to any User if in our sole discretion, the use or content poses a risk of allegations of infringement of the copyright (or other intellectual property right) of others. If you become aware of User content on our website or the Service that infringes your copyright rights, you may submit a properly formatted DMCA request as detailed here.
- Export Control Laws. Authentise’s software and the designs, models and any technical data provided by You or a designer may be subject to U.S. export and reexport control laws and regulations, including the Export Administration Regulations maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control, and the International Traffic in Arms Regulations maintained by the Department of State. You may not use or otherwise export or re-export the Service except as authorized by United States law and the laws of the jurisdiction in which the Service was obtained. To the extent you choose to access the Service, You do so at your own initiative and are responsible for compliance with any applicable laws, including but not limited to applicable local laws.
- Governing Law and Jurisdiction. The laws of the State of California, excluding its conflicts of law rules, govern this Agreement and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws. Any and all disputes shall be resolved by binding arbitration and subject to the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, "AAA Rules") of the American Arbitration Association ("AAA"), provided, that either party shall have a right to seek injunctive relief in a court of law, or to file suit in a court of law to address intellectual property infringement claims. YOU AND AUTHENTISE WAIVE THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- Consent to Electronic Communications. By using the Service, you consent to receiving certain electronic communications from us. Authentise, Inc. is located at: 8676 S 1300 E, Sandy, Utah 84094 USA. You may contact us regarding any technical or other support requests by sending correspondence to the foregoing address or by emailing us at firstname.lastname@example.org. Our average response time is within 24 hours of any working day.