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All customer
communications are treated as confidential. No customer documents files or
emails will be disclosed to any party outside of VFABS. or its affiliates
without the written consent of the customer. Below is our detailed customer
agreement which VFABS follows.
ORDERS Once electronic confirmation of
the Order has been received by VFABS, the order is binding.
Due to the
complex nature of prototypes, VFABS reserves the right to reject any order for
any reason.
CUSTOMER SATISFACTION Prototypes are
meant only as a geometric representation of a design and are not meant for
functional testing. All orders are guaranteed to be free of manufacturing
defects. Orders may be canceled only if the job has not been started by VFABS.
VFABS should be notified as soon as possible in the event of a desired order
cancellation. Best attempts are made to produce prototypes within the estimated
ship date but because of the nature of custom part design, occasionally the
manufacture can take longer. If VFABS is unable to meet a customer's
reasonable satisfaction and the customer notifies VFABS within two business
days of receiving such Prototype, the customer may return the Prototype at its
own expense and receive a full refund of the Fees for that Prototype (exclusive
of taxes and charges). Failure to return a Prototype during such two business
day period shall be deemed acceptance of the Prototype by the Customer.
CUSTOMER OWNERSHIP The entire right,
title and interest, including all copyright, patent, trade secret, mask work
and trademark rights ("Intellectual Property"), in and pertaining to any
Specifications and the applicable Prototype shall be owned solely by the
Customer. VFABS hereby assigns and agrees to assign to the Customer all
Intellectual Property created in the production of a Prototype.
CONFIDENTIALITY VFABS acknowledges and
agrees that any Specifications and documentation and communications pertaining
thereto may contain valuable proprietary information, ideas, and expressions of
the Customer ("Confidential Information"). Accordingly, VFABS shall use no less
than a reasonable degree of care (and require that its employees use such care)
to keep such Confidential Information confidential, and shall not use or
disclose such Confidential Information except as required to perform the
Services. The foregoing obligations of confidentiality shall not apply to
information in VFABS possession before disclosure by the Customer, information
independently disclosed to or developed by VFABS, information that is generally
publicly available, nor to any disclosure of information required by law or
court order.
DISCLAIMER The Customer acknowledges
the following limitations of the Prototypes: (a) each Prototype is not a
precise replica, but only a geometric representation that is not exact in terms
of material composition and surface quality; (b) each Prototype is for visual
purposes only and is not intended for functional testing, tooling or fixturing,
or any actual use; and (c) any uses that the Customer makes of a Prototype are
entirely the Customer's responsibility.
CUSTOMER WARRANTIES The Customer
hereby warrants that (a) it has the right to provide the Specifications to
VFABS; (b) VFABS use of the Specifications and such other materials provided by
the Customer to produce a Prototype will not violate or infringe any
Intellectual Property of any third party; and (c) any software delivered by the
Customer to VFABS will be free of any viruses, time bombs and other
INDEMNITY The Customer shall
indemnify, defend and hold harmless VFABS and their directors, officers,
employees and agents from all losses, liabilities, damages and expenses
(including reasonable attorneys' fees and costs) that they may suffer as a
result of any claims, demands, actions or other proceedings made or instituted
by any third party against any of them and arising out of: (i) any claim that
any Specifications, Prototypes or any other materials provided to VFABS in
connection with an Order infringe the Intellectual Property of any third party;
or (ii) any use of a Prototype by the Customer or its employees, agents or
contractors.
FORCE MAJEURE Neither the Customer nor
VFABS, shall be responsible for any breach of this agreement, to the extent
that such breach is caused by factors outside its reasonable ability to foresee
and avoid (provided that such party makes diligent good faith efforts to remedy
the breach as soon as possible), including without limitation: war, acts of
God, terrorism, natural disaster, or third party communications or encryption
failure.
ENTIRE AGREEMENT This Agreement and
any accompanying Orders embody the entire understanding between the parties and
supersede any prior understanding and agreements between and among them
respecting the subject matter hereof. VFABS may at any time change or modify
the terms of this Agreement by providing the Customer with 30 days written
notice of such change or modification. If the Customer does not agree with any
change or modification, the Customer may terminate this Agreement on notice to
VFABS.
INDEPENDENT CONTRACTORS The parties
hereto are independent contractors and are not, and shall not represent
themselves as, principal and agent, partners or joint venturers. No party shall
attempt to act, or represent itself as having the power, to bind another party
or create any obligation on behalf of another party. Each party shall be solely
responsible for the employment, direction and control of its employees and
their acts.
SEVERABILITY Whenever possible, each
provision of this Agreement will be interpreted in such manner as to be
effective and valid under applicable law. The parties agree that (a) the
provisions of this Agreement shall be severable in the event that any of the
provisions hereof are for any reason whatsoever invalid, void or otherwise
unenforceable, (b) such invalid, void or otherwise unenforceable provisions
shall be automatically replaced by other provisions which are as similar as
possible in terms to such invalid, void or otherwise unenforceable provisions
but are valid and enforceable, and (c) the remaining provisions shall remain
enforceable to the fullest extent permitted by law.
ASSIGNMENT The Customer shall not
assign the rights and obligations under this Agreement without the written
consent of VFABS. Any assignment in breach of this provision shall be void
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