DETROIT 3D MANUFACTURING LLC.
TERMS OF SERVICES
Agreement last revised September 13th, 2022
Welcome to Detroit 3D Manufacturing a Michigan limited liability corporation with its principal place of business at 2470 Xcelsior Drive, Oxford MI 48371 USA (“Detroit 3D” or “we”). This Terms of Service (“Terms”), dated as of last signature date below is made and entered into between Detroit 3D and you (“you” or “your” or “Customer”) and governs your access to and use of the Detroit 3D website, www.Detroit3DManufacturing.com and the products and services that are offered by Detroit 3D Manufacturing, including accessing and ordering of Detroit 3D's manufacturing services (“Services”).
THESE TERMS CONSTITUTE A LEGALLY ENFORCEABLE AGREEMENT BY AND BETWEEN YOU AND DETROIT 3D MANUFACTURING. BY ACCESSING OR USING THE “SITE”, CLICKING ON THE “AGREE” BUTTON, UPLOADING ANY INFORMATION, BY SIGNING THIS AGREEMENT, BY COMPLETING CUSTOMER APPLICATION (“APPLICATION”) OR ACCEPTING A QUOTATION AND PLACING AN ORDER, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THE TERMS, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH DETROIT 3D, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND YOUR COMPANY TO THESE TERMS. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OR A MASTER SERVICES AGREEMENT EXECUTED BY YOU AND DETROIT 3D, YOU MAY NOT USE THE WEBSITE OR OBTAIN SERVICES FROM DETROIT 3D.
1. Updates to the Terms of Service
Detroit 3D may modify these Terms at any time, and such modifications shall be effective immediately upon posting of the modified version on the Site for orders placed after such modifications have been posted. Detroit 3D will also update the last revised date at the top of these Terms. If Detroit 3D makes any changes Detroit 3D may also send you an email to the last email address, you provided to Detroit 3D. Any changes to these Terms will be effective immediately for new users of the Site or Services. Detroit 3D may require you to provide consent to the updated Terms in a specified manner before further Services will be offered. If you do not agree to any changes after receiving a notice of such changes, you shall stop using the Site and receiving Services. Otherwise, your continued use of the Site or Services shall be deemed your conclusive acceptance of the modified Terms.
2. Request for Quote (RFQ)
Once you have registered or contacted Detroit 3D, before we can accept an Order for us to manufacture a product based on your Specifications (as defined below) (collectively, the “Product”), you must submit a request for a quote through the Site, Email, Phone or Meeting (“Request for Quote”). Your Request for Quote must include: (a) a description of your product and detailed product specifications, and uploaded drawings or models related to your product (“Specifications”), (b) the desired quantity of Products to be produced, (c) the preferred delivery date and (d) any other special instructions that may affect price, lead times*, regulatory matters and delivery. Specifications included with your Request for Quote must be accurate and complete. Detroit 3D, in its sole and absolute discretion may accept or reject any Specifications or Request for Quote and may offer you a alternate to your specifications if Detroit 3D cannot meet your specifications. Detroit 3D is not liable for any suggestions or alternate recommendations in material or specifications to provide you a Quote. Product that requires special tooling or equipment to manufacture the Product is not permitted under these Terms. You may, however, submit such request and detail terms regarding production tooling or equipment may be listed on the quote or a separate service agreement.
3. Production Holidays & Leadtime's: Production days (and related lead times) do not account for Detroit 3D production holidays and weekends. Leadtime listed in Days refers to Business Weekdays Monday Through Friday excluding Holidays.
If Detroit 3D accepts your Request for Quote, we will provide a Quote which will be emailed to the email address provided to Detroit 3D for your account. Each quote includes an estimate of (a) the Fees (as defined in Section 9) to manufacture your Product, the quantity of Products to be produced, Lead time, the shipping terms, and taxes (“Quote”). Detroit 3D will respond to your Request for Quote by emailing you (a) a Quote, (b) a notice rejecting the Specifications or request to revise your Request for Quote (i.e., to make an adjustment to your Specifications), or (c) a notice that rejects the Request for Quote or states that Detroit 3D is unable to manufacture your Product. Unless otherwise explicitly stated on the Quote, the Quote expires 30 days after the date of issuance. Detroit 3D will not be deemed to have accepted any Request for Quote or entered into any binding commitment with you unless and until Detroit 3D issues a Quote which is accepted by you within the time required, without revision.
5. Work Order
Detroit 3D will not manufacture your Product until you have paid the Fees for us to manufacture the Product. Your acceptance of the Quote creates an order as soon as you have paid the Fees pursuant to the payment terms in Section 9 (“Order”). You are solely responsible for ensuring that your Order is entirely correct and complete (including correct Specifications and/or correct implementation of Design for Manufacturability feedback). Upon acceptance of the Quote, Detroit 3D will, subject to the terms herein, manufacture, or have manufactured, Products in accordance with the Specifications. You are solely responsible for ensuring that the Specifications in the Quote and other information you submit in your Order is accurate and complete before paying for it. YOU MAY NOT AMEND OR MODIFY THE SPECIFICATIONS AFTER YOU HAVE PLACED YOUR ORDER OR ACCEPTED THE QUOTE.
6. Cancellation of Order
SINCE EACH ORDER IS CUSTOM MANUFACTURED, YOU MAY NOT CANCEL AN ORDER ONCE IT HAS BEEN PLACED. Detroit 3D does not issue any refunds after you have accepted the Quote. If you have not paid the Fees, you are still obligated to pay such Fees in accordance with the payment terms set forth in Section 9. Detroit 3D reserves the right to cancel your Order, in part or in whole, after it has been issued. Cancellation may be due to (a) a defective file which contains the Specifications, (b) some or all of the Product(s) ordered is not manufacturable, as determined by Detroit 3D, (c) that there are no Manufacturing Partners available to fulfill your Order, or (iv) other reasonable reasons, as determined by Detroit 3D. In the event Detroit 3D cancels your entire Order, Detroit 3D will notify you through email, and you will be refunded for such cancellation. In the event Detroit 3D cancels your entire Order, Detroit 3D will notify you through your provided email or contact information, and you will be refunded for such cancellation. In the event Detroit 3D partially cancels your Order, Detroit 3D will notify you and you will be refunded for such line-item Product(s) cancellation.
7. Changes to the Order
We reserve the right to alter, modify or change the Specifications in the event we determine that the manufacture of the Product is impossible, economically impracticable, or otherwise is likely to have an adverse impact on the resulting Product. If Detroit 3D makes a request to change the Order or Specifications (“Change Order”), you must use best efforts to accommodate our request. You agree to respond to the Change Order request within one (1) business day of the date of the Change Order request. Otherwise, we will cancel the Order.
Detroit 3D will use commercially reasonable efforts to ship the Product on or before the Ship Date specified in the Order. Methods of delivery may be by: courier, one-day shipping, two day shipping, ground shipping. All Products will be delivered or mailed Ex Works (Incoterms 2010) to the delivery destination identified in the Order. Detroit 3D shall not be liable for any costs, expenses or damages incurred as a result of any Force Majeure Event (as defined in Section 19), including any delay caused by the shipper or any other cause beyond Detroit 3D’s reasonable control. Additional fees may apply for any alternate shipping methods and/or shipping insurance. Detroit 3D will give you notice if the Product cannot be shipped by the Ship Date. Such notice shall specify a new Ship Date.
For international shipping you agree to promptly provide any and all relevant customs documentation information and descriptions, including HTS (Harmonized Tariff Schedule) designations, and end buyer, destination, and intended use of goods information, when placing your order or upon Detroit 3D’s request.
9. Fees, Payment Terms and Taxes
You agree to pay Detroit 3D the fees and charges set forth in the Quote together with applicable shipping and handling fees (together, the “Fees”). Payment for Orders under these Terms must be made by check/ach transfer, credit card or debit card before Detroit 3D issues an Order. You hereby (a) authorize Detroit 3D (or its authorized payment processor) to charge the credit/debit card number you provide via the Site, and (b) represent and warrant that you are authorized to use and have Fees charged to the credit/debit card number you provide on the Site. It is your responsibility to keep your payment information up to date. Any additional fees related to the Order, Change Order, shipping and handling fees or any other additional fees incurred after the Order date will be collectively referred to herein as “Fees” and payment terms shall be the same, as set forth above in this Section 9. Customer will pay all invoices in U.S. Dollars.
If your payment is not timely received by Detroit 3D, we may (a) stop production and all Services under these Terms until payment, or assurances of payment satisfactory to Detroit 3D, are received, (b) delay shipments, and (c) to the extent that Detroit 3D’s personnel cannot be reassigned to other billable work during such stoppage, or restart costs are incurred, charge you for additional fees before the Services can resume (provided we will use reasonable efforts to notify you of such charges in advance). Interest on any late payments shall accrue at the rate of three percent (3%) per month or partial month during which any sums under any such payment invoices were owed and unpaid, or the highest rate permitted by law, whichever is lower, from the date such amount is due until finally paid.
In the event of a significant change in material costs (i.e., 3% or more) to manufacture the Product after a Quote has been issued, you and Detroit 3D will negotiate in good faith the price increase. If we are not able to agree to a price increase, Detroit 3D shall have the right to cancel your order without liability for any costs, any expenses or any damages incurred as a result of Detroit 3D’s inability to manufacture your Product at the price initially quoted.
All costs, taxes, duties, tariffs and charges related to fulfilling any Order, shall be paid by you, unless otherwise agreed to by Detroit 3D in writing, including value added taxes, duties, tariffs or other governmental or regulatory charges in any country resulting from the performance of the Services, except for taxes related to Detroit 3D’s income for which Detroit 3D is directly responsible.
10. Subcontracting and Manufacturing Partners
When you upload your Specifications for a Quote, Detroit 3D will either manufacture, or subcontract with one or more of its manufacturing partners to have the Products manufactured. You expressly consent to Detroit 3D’s use of any manufacturing partners or subcontractors (“Manufacturing Partner(s)”) that Detroit 3D deems necessary and appropriate in connection with the performance of Detroit 3D’s obligations hereunder. As such, you acknowledge and agree that Detroit 3D may share your Specifications and all information provided by you with our Manufacturing Partners in order to process your Order, manufacture your Products or perform the Services. Except for the obligations set forth below in Section 11 (Returns) and Section 13 (Representations and Limited Warranties) Detroit 3D will not be responsible for the acts, omissions, performance or lack of performance of its Manufacturing Partners.
Upon receipt of the delivery of your Product, it is your responsibility to inspect the Product carefully. If you believe the Product does not materially comply with your Specifications (“Defective”), please let us know as soon as possible and obtain a return merchandise authorization (“RMA”) from us. You must return such Product to us within seventy-two (72) hours of the Delivery Date of such Product together with an applicable RMA, we will inspect such Product. If we reasonably believe such Product is Defective, we will either (a) repair or remanufacture the Product and deliver the repaired or remanufactured Product to you at no additional charge, or (b) refund you all payments received for Defective Product. If, however, we reasonably determine that the Product is not Defective, you must reimburse us for any and all costs, fees, and expenses required to inspect such Product.
If a Product is designated as a “High Risk Product” in the Order, Detroit 3D cannot guarantee that Detroit 3D will be able to manufacture the Product to the Specifications. The limited warranty set forth in Section 13 will not apply to High Risk Products. “High Risk Products” include but are not limited to Products designed for use or integration into medical devices, weaponry (including firearms), automobiles, aircraft, aeronautics or for such Products that require any special federal, state, local or country specific licenses to manufacture or sell. You are required to accept and pay for High Risk Products even if such Products do not materially conform with the Specifications. Without the express written approval of the CEO of Detroit 3D, Products are not authorized for use as critical components in life support devices or systems. As used herein: (a) life support devices or systems are devices or systems which, (i) are intended for surgical implant into the body, or (ii) support or sustain life and whose failure to perform can be reasonably expected to result in a significant injury to the user; and, (b) a critical component is any component of a life support device or system whose failure to perform can be reasonably expected to cause the failure of the life support device or system, or to affect its safety or effectiveness.
If you request changes to or remanufacture of a Product that is not Defective or beyond the warranty period, you will reimburse us for any and all costs, fees, and expenses to change or remanufacture the Product, including the any expenses to ship the Product to and from Detroit 3D.
12. Ownership of Intellectual Property Rights
Each party will retain all rights, title and interest in and to all Intellectual Property that it owns or controls prior to the effective date of these Terms, and any Intellectual Property independently developed by a party thereafter. For purposes of these Terms, “Intellectual Property” means all past, present, and future idea, design, concept, creation, invention, technique, information, data, expression, device, method, process, discovery, proprietary information, patent, copyright, trademark, trade secret, industrial right, mask work, utility model, and/or design regardless of whether protection is sought or available, that may exist or be created under the laws of any jurisdiction in the world, including, but not limited to rights associated with any works of authorship, exploitation rights, computer software and related computer code or documentation, or other proprietary rights in know-how and Confidential Information, including any modifications, derivatives, improvements, registrations, renewals, extensions, combinations, divisions, and reissues of, and applications thereto. As between you and Detroit 3D, you own all right, title, and interest in and to your Specifications, including the copyrights, moral rights, trademark rights, patent rights, trade secret rights, and any other form of Intellectual Property rights recognized in any jurisdiction, including applications, continuations and registrations for any of the foregoing relating to your Specifications. As between you and Detroit 3D, Detroit 3D owns and retains all right, title, and interest in and to, including Intellectual Property therein to the Site, its manufacturing processes, techniques and best-known methods developed, discovered or reduced to practice by Detroit 3D, solely or jointly with any third party, excluding your Specifications.
Subject to the Terms, you hereby grant to Detroit 3D a non-exclusive (with a right to sublicense), royalty-free, fully paid-up, worldwide right and license to (a) use your Specifications, including your Intellectual Property Rights, to manufacture your Product and to disclose your Specifications and Intellectual Property Rights to a Manufacturing Partner within the Detroit 3D network solely to enable such Manufacturing Partner to manufacture the Product, and (b) grant one or more Manufacturing Partner within the Detroit 3D network the right and license to use and modify your Specifications and Intellectual Property Rights to perform the obligations set forth in the Order.
Detroit 3D provides the Services described herein to multiple customers. You acknowledge that existing, planned or future products that are developed or manufactured by Detroit 3D may be competitive with your Products. You agree that nothing (including, but not limited to, accepting these Terms or obtaining your Specifications) will preclude Detroit 3D (by implication or otherwise) from developing or manufacturing, or from licensing, marketing, promoting, or distributing, any other products (“Detroit 3D Products and Services”), whether or not such Detroit 3D Products and Services are substantially similar to or competitive with your Products and the Services we perform for you.
13. Representations and Limited Warranties
During the warranty period, we warrant that your Product will materially comply with your Specifications. Unless otherwise set forth in Quote, the applicable warranty period shall be seventy-two (72) hours from the date the Products are delivered to you. If, upon a warranty claim and Detroit 3D’s inspection of such Product, Detroit 3D determines (in its sole reasonable judgment) that such item does not comply, with the express limited warranty set forth herein, Detroit 3D will (at its sole option) either (i) repair, replace or remanufacture the non-conforming Product and deliver the repaired, replaced or remanufactured item to you free of charge, or (ii) refund to you all Fees or payments paid to Detroit 3D for the non-conforming Product. If, upon Detroit 3D’s inspection, Detroit 3D determines that the Product complies with the limited express warranty set forth herein, you will reimburse Detroit 3D for all reasonable and documented costs and expenses required to inspect the conforming Product.
Notwithstanding anything else in these Terms, (a) this express limited warranty does not apply to any defects non-conformance or defects occurring as a result of (i) any specifications, designs, intellectual property, instructions or directions provided by you or your agents to Detroit 3D; (ii) the Specifications of the Products, in general; (iii) Products that have been abused, damaged, altered or misused by any person or entity after risk of loss passes to you; (iv) the Product being a first article, prototype, pre-production unit, test unit or other similar product; or (v) tooling produced or supplied by you, if any, and (b) Detroit 3D makes no representations or warranties whatsoever of the foregoing defects. You are liable for all costs or expenses incurred by Detroit 3D related to the foregoing exclusions to Detroit 3D’s express limited warranty. No returns will be accepted by Detroit 3D unless you have notified Detroit 3D within the warranty period. If you fail to contact Detroit 3D within the warranty period, Detroit 3D shall have no further obligations with respect to such Products and ALL SALES WILL BE DEEMED FINAL AND SUCH PRODUCTS MAY NOT BE RETURNED TO Detroit 3D.
IN ADDITION, Detroit 3D DOES NOT REPRESENT OR WARRANT THAT USE OF ANY PRODUCT OR SERVICE WILL BE ACCURATE, COMPLETE, RELIABLE UNINTERRUPTED OR ERROR-FREE, NOR DOES Detroit 3D WARRANT THAT IT WILL REVIEW YOUR DATA FOR ACCURACY OR THAT IT WILL PRESERVE OR MAINTAIN YOUR DATA WITHOUT LOSS. WHILE Detroit 3D ATTEMPTS TO MAKE YOUR USE OF OUR SERVICES AND ANY CONTENT THEREIN SAFE, WE CANNOT AND DO NOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. Detroit 3D SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN ACCESS OR USE OF THE INTERNET AND/OR ELECTRONIC COMMUNICATIONS. Detroit 3D DOES NOT MAKE ANY WARRANTIES AND SHALL HAVE NO OBLIGATIONS WITH RESPECT TO THIRD PARTY PRODUCTS, SERVICES OR APPLICATIONS.
You assume the entire risk as to the quality and performance of the Services. Detroit 3D assumes no responsibility for the Specifications and materials selected by you for the Products. You are solely responsible for the Specifications and performance of the Products and all liability arising therefrom. Further, as you understand and agree that you are solely and exclusively responsible for providing Detroit 3D (by way of website upload or other Detroit 3D approved method) with a complete Specification(s) which is manufacturing ready as Detroit 3D does not provide any engineering or validation services. Detroit 3D will bear no liability whatsoever as a result of your failure to provide Detroit 3D a complete and manufacturing ready Specification(s).
You represent and warrant the following (i) you have full authority to enter into and to carry out the obligations under these Terms, and bind your organization hereto (ii) you own all right, title, and interest in and to Specifications, content, information and all Intellectual Property Rights that you upload unto the Website (or otherwise make available to Detroit 3D), (iii) the Specifications and all intellectual property provided by you does not infringe upon any rights of any third parties, (iv) you have conducted, and will conduct, all patent, trademark and copyright searches necessary to identify and evaluate any potential infringement claims with respect to the Products and Services performed under this Agreement; and Detroit 3D’s or its Manufacturing Partner’s use and making of the Product does not violate or misappropriate any third-party’s intellectual property rights. You are responsible for notifying Detroit 3D in writing of the specific materials declaration requirements that you determine to be applicable to the Products and shall be solely liable for the adequacy and sufficiency of such determination and information. Detroit 3D assumes no responsibility for the design and materials selected by you for the Products that are the subject of this Agreement or any Orders. You retain sole legal responsibility for the Specifications, including design, condition, safety, suitability, merchantability, operability and performance of the Products and all liability arising therefrom.
You represent and warrant that you shall comply, at your own sole cost and expense, with all applicable statutes, regulations, rules, ordinances, codes and standards (collectively, “Laws”) governing the manufacture, assembly, transportation, import, export, or sale of Products and provision of the Services. Without limiting the foregoing Laws, this includes but is not limited to all applicable commerce, transportation, environmental, occupational safety, securities, export, employment and labor Laws, including the Export Compliance obligations set forth in Section 17 Below.
14. Limitations of Liability
Detroit 3D does not and will not (a) perform development or assess the viability of your Specifications (or the Intellectual Property Rights with respect to Specifications), (b) bear any responsibility or liability with respect to the Specifications and Products created by you or any Manufacturing Partner, except as otherwise expressly agreed herein, or (c) bear any liability associated with the proposed modification to your Specifications on the website by way of the material selection and specification upload and selection or other provision of DFM Feedback, whether such modifications are proposed by Detroit 3D, Customer, any Manufacturing Partner, or otherwise. Therefore, you acknowledge and agree that your use of our Site and Services is at your sole risk.
This Section sets out our sole obligation and your exclusive remedy for claims arising from use of the WebSite, or based on defects in or failure of any Product or any Services provided by Detroit 3D or the subject matter of any Product or Service.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Detroit 3D WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY, WHETHER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU IN CONNECTION WITH THE SITE, THE SERVICES, YOUR SPECIFICATIONS, ANY PRODUCTS CREATED FROM YOUR SPECIFICATIONS, ANY THIRD-PARTY MATERIALS, ANY Detroit 3D MATERIALS AND/OR THESE TERMS, WHETHER OR NOT Detroit 3D OR ITS REPRESENTATIVES HAVE BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, Detroit 3D’S TOTAL LIABILITY IN CONNECTION WITH THE WEBSITE, THE SERVICES, YOUR SPECIFICATIONS, ANY PRODUCTS CREATED FROM YOUR SPECIFICATIONS, ANY THIRD PARTY MATERIALS, ANY Detroit 3D MATERIALS, AND/OR THESE TERMS WILL NOT EXCEED THE PRICE THAT YOU ACTUALLY PAID TO HAVE THE PRODUCT(S) PRODUCED FROM THE SPECIFICATIONS YOU SUBMITTED VIA THE SITE UNDER YOUR NAME, YOUR COMPANY’S NAME, AND/OR THE Detroit 3D ACCOUNT ASSOCIATED WITH SUCH SPECIFICATIONS.
YOU AGREE THAT UNDER NO CIRCUMSTANCE WILL Detroit 3D BE LIABLE FOR ANY DAMAGE, LOSS OR LIABILITY RESULTING FROM ANY PRODUCT, INCLUDING ANY PRODUCT DEFECT RESULTING FROM THE MANUFACTURE OF A PRODUCT IN ACCORDANCE WITH THE SPECIFICATIONS.
To the fullest extent permitted by law, you hereby release Detroit 3D and its affiliates and subsidiaries, and their officers, directors, employees, agents, and consultants and their successors from and against any and all claims, demands, losses, damages (actual and consequential), rights, liabilities and actions of any kind, including but not limited to any and all causes of action related to or arising from the obligations set forth in Sections 13, 14, 15, 16, 17 and 18 of these Terms, that relate to or arises from the Services or your Products
You agree, at your sole expense, to defend, indemnify and hold Detroit 3D (and its directors, officers, employees, consultants, agents, successors, assigns and Manufacturing Partners) from and against any and all liabilities, damages, settlements, claims, actions, suits, awards, costs and/or expenses (including, without limitation, reasonable attorneys’ fees and other reasonable expenses of litigation) threatened, suffered or incurred by Detroit 3D Indemnities, arising directly or indirectly from: (a) any breach by Customer of any undertaking, warranty, representation or agreement contained herein, (b) any Products or any Specifications (whether arising out of product liability, strict liability, negligence or otherwise), including claims related to any injury, death or damage to any person or property caused by the Product; (c) failure of the Products, by reason of their design, to comply with any Laws; or (d) an allegation that any Specification or the Products or manufacture, import, service, support, distribution, use or sale thereof infringes upon, misappropriates or violates any patent, trade secret, copyright, trademark, service mark, right of publicity or other right of any third party; (e) failure of Customer to comply with or inform Detroit 3D of any applicable laws, including the export restrictions referenced in Section 17 below. Detroit 3D may in its sole discretion employ separate independent counsel, at its own expense, to assist in the defense of any claim, suit or proceeding.
NOTWITHSTANDING ANY OTHER PROVISION OF THIS AGREEMENT, YOU SHALL BE LIABLE FOR ALL DAMAGES, LOSSES, AND LIABILITIES INCURRED BY EITHER PARTY AS A RESULT OF YOUR NON-COMPLIANCE WITH ANY APPLICABLE LAWS, INCLUDING EXPORT LAWS OR FAILURE TO ACCURATELY IDENTIFY APPLICABLE EXPORT LAWS OR FAILURE TO PROVIDE REQUESTED EXPORT INFORMATION, WHETHER SUCH INFORMATION WAS REQUESTED BY Detroit 3D OR U.S. CUSTOMS AND BORDER PROTECTION (CBP).
16. Site Restrictions
You agree that you will not violate any applicable law, contract, intellectual property right or other third party right or commit a tort, and you are solely responsible for your conduct while using our Website and Services.
You will not or permit any third party to: (a) engage in any harassing, threatening, intimidating, predatory or stalking conduct; (b) use or attempt to use any manual or automated software devices or other processes (including but not limited to spiders, robots, scrapers, crawlers, avatars, data mining tools or the like) to “scrape” or download data from any web pages contained in the Site or use another user’s account without authorization from that user and Detroit 3D; (c) impersonate or post on behalf of any person or entity or otherwise misrepresent your affiliation with a person or entity; (d) reverse engineer, disassemble or decompile, the pricing and matching of Detroit 3D; (e) access the Site in order to build a similar or competitive website, application or service; (f) copy, reproduce, distribute, publicly perform or publicly display all or portions of our Services, except as expressly permitted by us or our licensors; (g) modify our Site or Services, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon our Site or Services; (h) use our Services other than for their intended purpose and in any manner that could interfere with, disrupt, negatively affect or inhibit other users from fully enjoying our Services or that could damage, disable, overburden or impair the functioning of our Services in any manner; (i) reverse engineer any aspect of our Services or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of our Services; (j) use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from our Services; (k) develop or use any applications that interact with our Services without our prior written consent; (l) send, distribute or post spam, unsolicited or bulk commercial electronic communications, chain letters, or pyramid schemes; (m) bypass or ignore instructions contained in our robots.txt file; or (n) use our Services for any illegal, illicit or unauthorized purpose, including to manufacture any products, components, goods or tools designed or intended for use in firearms, weapons or engage in, encourage or promote any activity that violates these Terms.
17. Export Compliance
You are hereby on notice that the Export Administration Regulations (“EAR”) (15 CFR. § 730 et seq.) and the International Traffic in Arms Regulations (“ITAR”) (22 CFR § 120-130) impose restrictions on the export of certain technology or technical data listed on the Commerce Control List (“CCL”) or U.S. Munitions List (“USML”). Any data uploaded to the Website (e.g., Requests for Quote, Specifications) may be accessed by certain non-U.S. parties, including non-U.S. Manufacturing Partners. You agree not to upload, or direct Detroit 3D to upload any technology or technical data that is listed or otherwise controlled on the CCL or USML. By uploading technology or technical data to the Site you represent and warrant that the uploaded data is not listed or otherwise controlled on the CCL or USML. Per this Section and Section 15, you agree to indemnify and hold Detroit 3D harmless for all liabilities or losses in connection with your failure to comply with this Section.
For all Quotes and Orders, Customer agrees to provide both ship-to address(es) and (for international Quotes and Orders) all customs information required by Detroit 3D to process your Order, including but not limited to: (a) Prototype or commercial end-use certification, (b) Detailed description of each part in your order, (c) Detailed description of the application, parent end-use of the parts (single application for the entire order), (d) the HTS code classification for each part in your shipment. By accepting a Quote and/or placing an Order with Detroit 3D, Customer agrees to pay Detroit 3D for any and all shipping cost(s) and duty cost(s) (as applicable for international Orders) incurred by Detroit 3D in the fulfillment of such Quote and/or Order.
18. Production Restrictions
You agree that you will not violate any applicable law, contract, intellectual property right or other third party right or commit a tort, and you are solely responsible for your conduct while using our Site and Services.
Detroit 3D, in its sole discretion, reserves the right to refuse to manufacture any products which are illegal to produce.
Notwithstanding the foregoing limitations, Detroit 3D, at its sole discretion, will manufacture parts that are non-functional look-alikes to weapon parts, provided the customer can reasonably prove by documentary evidence that they will not be used in the production of an actual weapon (ex. props, toys, etc.).
Enforcement of these Production Restrictions is solely at our discretion, and failure to enforce this Section 18 in some instances does not constitute a waiver of our right to enforce it in other instances. In addition, the terms of this Section 18 do not create any private right of action on the part of any third-party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.
19. Detroit 3D Trademarks
Detroit 3D’s name, Detroit 3D Manufacturing™, Detroit 3D logos and any other Detroit 3D product or service name or slogan included in the Services (collectively, “Detroit 3D Marks”) are trademarks of Detroit 3D and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Detroit 3D. You may not use any metatags or any other “hidden text” utilizing “Detroit 3D” or any other Detroit 3D Mark without our prior written permission.
All other trademarks, registered trademarks, product names and company names or logos mentioned in the Services are the property of their respective owners. Reference to any other products, services, processes, or other information, by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply Detroit 3D’s endorsement, sponsorship or recommendation.
20. Hyperlinks and Third-Party Materials
You may create a hyperlink to the Services for noncommercial purposes, but you may not use, frame or utilize framing techniques to enclose any Detroit 3D Materials (including any Detroit 3D Marks) without Detroit 3D’s prior written consent.
21. Miscellaneous Terms
a. Entire Agreement. These Terms (together with any terms and conditions incorporated by reference) set forth the entire agreement and understanding of the Parties relating to the subject matter hereof and supersede any and all prior or contemporaneous agreements, proposals, negotiations, conversations, discussions and understandings, written or oral, with respect to such subject matter and all past dealing or industry custom.
b. Governing Law and Venue. These Terms will be governed by and construed in accordance with the laws of the State of Michigan applicable to agreements made and to be entirely performed within the State of Michigan, without resort to its conflict of law provisions. The state or federal court in Oakland County, Michigan will be the jurisdiction in which any suits should be filed if they relate to these Terms. Prior to the filing or initiation of any action or proceeding relating to these Terms, the Parties will participate in good faith mediation in Oakland County, Michigan. If a Party initiates any proceeding regarding these Terms, the prevailing Party to such proceeding is entitled to reasonable attorneys’ fees and costs for claims arising out of these Terms.
c. Waiver. The waiver by either Party of a breach of any provision of the Terms shall not constitute a waiver of any succeeding breach of the same or any other provision. The failure by either Party to require performance by the other Party of any provision of the Terms shall not affect the right of the other Party to require such performance in the future.
d. Publicity. You consent to Detroit 3D’s use of your name and logo (and, if applicable, your company’s name and logo) on the Site and our publicly available printed materials, identifying you (and, if applicable, your company) as a user of the Services. Accordingly, you hereby grant to Detroit 3D a non-exclusive, royalty-free, fully paid, irrevocable, worldwide, perpetual license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform and display your name, logo, trademarks and service marks in all media formats and channels now known or later developed without compensation to you to the extent necessary or convenient for us to exercise the rights granted herein.
e. Severability. If any provision of the Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of the Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by the Terms is not affected in any manner adverse to any Party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the Parties will negotiate in good faith to modify the Terms so as to affect the original intent of the Parties as closely as possible, in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
f. Electronic Communications. Detroit 3D may choose to electronically deliver all communications with you, which may include email to the email address you provide to us. Detroit 3D’s electronic communications to you may transmit or convey information about action taken on your Request for Quote, portions of your Request for Quote that may be incomplete or require additional explanation, any notices required under applicable law and any other notices. You agree to do business electronically with Detroit 3D, and to receive electronically all current and future notices, disclosures, communications, and information, and that the foregoing electronic communications satisfy any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received on the day of receipt as evidenced by such email.
g. No solicitation. From the date of the earliest Request for Quote made by you until the latest actual Delivery Date for your Products, and for 12 months thereafter, you will not directly or indirectly, without the prior written consent of Detroit 3D, solicit, recruit or hire Detroit 3D’s employees, Manufacturing Partners, suppliers, partners or other third parties that Detroit 3D uses to provide the Services, or in any manner attempt to persuade, encourage or induce any such persons to discontinue their relationship with Detroit 3D.
h. Assignment. You do not have the right to assign or otherwise to transfer such rights or obligations under these Terms without Detroit 3D’s the prior written consent of Detroit 3D. Notwithstanding the foregoing, we may assign some or all of our rights and obligations under these Terms to an affiliated Detroit 3D entity or an entity resulting from merger, reorganization or in connection with a sale of all or substantially all of the assets of Detroit 3D. These Terms shall be binding upon and inure to the benefit of the Parties hereto and their respective successors, assigns and legal representatives.
i. Relationship of the Parties. The relationship of the Parties under these Terms will be and at all times remain one of independent contractors, and neither Party will at any time nor in any way represent itself as being a joint-ventures, partner, dealer, agent, or other representative of the other Party or as having authority to assume or create obligations or otherwise act in any manner on behalf of the other Party. Unless expressly provided, no provisions of these Terms are intended or shall be construed to confer upon or give to any person or entity other than you or us any rights, remedies, or other benefits hereunder.
j. Force Majeure. Except for each Parties’ payment obligations, neither Party shall be in default of the Terms if such action is due to a natural calamity, epidemic or pandemic, acts of governments, wars, riots, strikes or other labor disputes, delays or failures caused by subcontractors or Manufacturing Partners, Carrier or customs broker delay, shortages of transportation, facilities, fuel, energy, labor or materials or other causes beyond the reasonable control of the non-performing or delayed Party (“Force Majeure Event”). Upon any Force Majeure Event, Detroit 3D may allocate Manufacturing Partners, materials and supplies among its customers in such manner as Detroit 3D may determine in its sole discretion and shall have no liability to you because of any delay or cancellation with respect thereto.
k. Severability. If any provision of these Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic and legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify these Terms so as to affect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.
l. Order of Precedence. (a) In the event of any conflict between these Terms and a Quote, the Quote issued by Detroit 3D shall supersede and control to the extent of any such conflict. (b) In the event of any conflict between these Terms and a Master Service Agreement (or its contractual equivalent) between you and Detroit 3D, the Master Service Agreement shall supersede and control to the extent of any such conflict unless otherwise expressly stated in such Master Service Agreement.