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Advanced Manufacturing Services (AMS)

Free Form Design (FFD) v1.0 (Beta) Software Licence Agreement

This End User Licence Agreement (EULA) sets out the terms and conditions upon which the Software is licensed for use. It contains important information about rights and obligations, limitations and exclusions.

By clicking “accept agreement” when installing the Software, Licensee agrees to be bound by the terms and conditions of this EULA. Licensee further agrees that any person who accesses the Software or Related Output via the Registered Computer, either with or without Licensee’s authorisation, will be bound by the terms and conditions of this EULA. Otherwise, please click “reject agreement” during the installation process and refrain from downloading, installing or using the software.

1. Definitions and References

1.1 Definitions

”Claim" means any claim, action, proceeding, judgment or demand made or brought by or against a party, however arising and whether present, future or contingent.

”Confidential Information" means all information, regardless of form, disclosed to or acquired by the Licensee regarding:

(i) the Licensor's business affairs, financial affairs, projections, forecasts, accounts, strategies, business processes and operations, assets, liabilities, suppliers, personnel, contracts, clients, products and stock and sales information;

(ii) the Software or Related Output including information regarding the source code, object code and other code for the Software or Related Output and any Intellectual Property contained in the Software or Related Output; and

”Consequential Loss" means (without limitation) indirect loss, loss of revenue, loss of reputation, loss of profits, loss of actual or anticipated savings, loss of bargain, lost opportunities, including opportunities to enter into arrangements with third parties.

”Contractors or Consultants" means any and all persons who perform services for the Licensee under an express or implied agreement with the Licensee.

“Documentation” means user guides, manuals or similar documentation for the Software supplied by the Licensor or Software supplier to the Licensee;

“Effective Date” means the date when the Licensee agrees to the terms and conditions of this EULA by clicking "accept agreement" when installing the Software;

“EULA” means this end user licence agreement (including the preamble), and any amendments made to it from time to time;

“Force Majeure Event” means an event or series of related events that is outside the reasonable control of the party affected (including ongoing failures of or problems with the internet; power failures; industrial disputes; changes to the law; natural disasters, explosions, fires or floods; riots, terrorist attacks or wars);

“Intellectual Property” means all trade marks, copyright, patents, patentable inventions and designs, whether existing or in the future and whether or not registered, and includes any rights relating to trade secrets, know how, inventions or discoveries; and further includes the right to apply for registration or grant of any intellectual property;

“Licensee” means the person who clicks "accept agreement” and installs the Software;

"Licensee Content" means any content uploaded to the Licensor website including uploaded 3D designs or objects, pictures of any model, comments on the Website, specifications, as well as the printed model created based on Licensee Content.

“Licensor” means Advanced Manufacturing Services Pty Ltd (ABN 38 115 148 779) having its registered office at 45 Lancaster Street Ingleburn New South Wales 2565 Australia;

“Licence” means the licence granted to the Licensee under clause 2;

"Loss" means any damage, loss, expense or liability incurred by the person concerned, however it arises and whether direct or indirect, present or future, actual or contingent;

“Parties” means the Licensor and the Licensee;

"Permitted Purpose" means use for the design of 3D models for purpose of obtaining a quotation for 3D printing services provided by the Licensor and/or the development of the design through 3Dl printing services provided by the Licensor.

“Registered Computer” means the computer where the Software was downloaded and installed

“Related Output” means the Stereolithographic (‘STL’) file exported from the Software upon completion of the Licensee’s design, which includes the source code, object code and other code or encryption contained in the STL file;

“Software” means a 12-month trial version of a Windows-based application created for the Permitted Purpose outlined above;

“Upgrade” means any upgrade, update, enhancement, improvement or patch to the Software supplied by the Licensor to the Licensee.

1.2 References

In this EULA, a reference to a statute, statutory provision or international convention includes a reference to:

(a) that statute, statutory provision or international convention as modified, consolidated and/or re-enacted from time to time; and

(b) any subordinate legislation made under that statute, statutory provision or international convention.

2. Licence

Subject to the agreement of the Licensee to this EULA, the Licensor hereby grants to the Licensee a non-exclusive, non-transferable right to download, install and use the Software on the terms and conditions of this EULA. The Licensee may only use the Software, Documentation and Related Output under the terms and conditions set out in this EULA.

2.1 Licensee Content

By submitting Licensee Content through this Software the Licensee grants the Licensor a non-exclusive, royalty-free, transferable license to modify, reproduce, distribute, prepare works of, display, perform or otherwise use the Licensee Content in connection with the Licensors Website Services including for promoting and redistributing part or all of the Website or the Services (and derivative works thereof) in any media format and through any media channel including third party websites and feeds.

The foregoing license granted to Licensor does not affect Licensee’s ownership or rights in its content. Licensee represents and warrants that all rights granted to Licensor do not infringe or violate any third party rights, including any privacy rights, publicity rights, copyrights, contract rights or any other intellectual property or proprietary rights.

2.2 3D Designs

The Licensee retains all intellectual property rights to 3D designs, including any derivative works like 3D renders. Except for the rights specified in this EULA, the Licensor shall not use, modify or display any Licensee 3D designs or derivatives. Licensee warrants that its 3D designs are original creations and not copied from any third party and/or entity. Licensee warrants that its content does not infringe the intellectual property rights of third parties. Should Licensee content be found infringe and/or violate any law, Licensee will defend the Licensor against third party claims and be held liable for all (direct and indirect) damages and costs incurred by the Licensor with respect to such claims.

Licensee grants the Licensor a non-exclusive, royalty free transferable license on Licensee’s 3D design (i) to use for its manufacture in order to complete an order; and ii) to display it on the Licensor’s website. With regard to a non-published 3D design, to protect third party intellectual property rights Licensor retains the right to review and refuse any order when it appears to infringe third party intellectual property rights, or if the model is deemed inappropriate or offensive in nature and likely to offend members of the public.

By requesting the Licensor to remove a 3D design from the Website Licensee terminates all rights granted to the Licensor to such 3D design under this EULA. The Licensor is however entitled to use Licensee’s 3D design to complete any orders placed before the removal; and to use Licensee’s 3D design for promotional purposes, which license shall terminate 6 months after the removal of such 3D design.

2.3 Restrictions on Licence Use

Except as otherwise expressly provided under this EULA , Licensee shall only use the Software and Related Output for its Permitted Purpose. Licensee shall have no rights to:

(a) transfer, assign or sublicense its rights to any other person or entity;

(b) transfer or permit a third party to transfer the Software to any other computer other than the Registered Computer;

(c) make error corrections to or otherwise modify or adapt the Software or Related Output to create derivative works, or permit third parties to do the same;

(d) modify, adapt, translate, reverse engineer or decompile, decrypt, disassemble, copy or otherwise reduce the Software or Related Output to human-readable form;

(e) attempt to circumvent or break the licence keys or any other encryption, decryption or other security device or technological protection measure contained in the Software or Related Output;

(f) publish any results of benchmark tests run on the Software;

(g) use or permit the Software or Related Output to be used to perform services on behalf of third parties, without the express written authorisation of the Licensor;

(h) disclose, provide, or otherwise make available the Licensor's Intellectual Property contained within the Software, Documentation or Related Output in any form to any third party, or to the public, without the prior written consent of the Licensor;

(i) alter or remove a copyright statement or other notice of ownership of intellectual property rights which accompanies the Software or Related Output;

(j) authorise any person to do any act which would be a breach of this Agreement;

(k) integrate the Software or Related Output or any part of the Software or Related Output with or into any other software application, plug-in, website or enhancement;

(l) otherwise do anything which may compromise the Software or Related Output or any part of the Software or Related Output in any manner.

2.4 Material Terms and Conditions

Licensee specifically agrees that each of the terms and conditions of this clause 2 are material and that failure of Licensee to comply with these terms and conditions shall give the Licensor the right to terminate this EULA.

2.5 Reservation of Rights

Licensor hereby reserves any and all rights to licence the Software to any third party.

2.6 Representations by Licensee

Licensee represents and warrants that all registration information provided is true and accurate. The Licensee further represents and warrants that it is authorised to enter into this EULA on behalf of any person, company or other entity specified in the registration. Should such representations prove false the Licensor may, at its discretion, terminate this EULA and discontinue the Licensee’s access to and disable the Licensee’s use of the Software and/or Related Output without notice and without recourse by Licensee.

2.7 Use of Names and Trademarks

The Licensee must not use the Licensor’s name, trademarks, logo or any other Intellectual Property for any reason whatsoever, unless prior written permission is obtained from the Licensor or otherwise set out in the EULA.

2.8 Disrepute

The Licensee shall not commit any act where the result of which is the likely disrepute or harming of the Licensor’s name, Software, Documentation or Related Output, or the name of its third party vendors, whether explicit or by omission.

2.9 Promotional Materials and Publicity

The Licensee authorises the Licensor to use its name and trademarks in the Licensor’s promotional materials and for publicity purposes, subject to the Licensor's prior written approach of such materials.

3. Term of EULA

This EULA will come into force on the Effective Date and will continue in force for the duration of 12 months or unless otherwise terminated in accordance with Clause 4.

4. Termination

4.1 Termination by the Licensor

The Licensor may, at its sole discretion, at any time and for any reason remove, disable or suspend Licensee’s access to all or any portion of the Software or Related Output; or terminate this EULA.

4.2 Termination by the Licensee

The Licensee may terminate this EULA at any time by permanently discontinuing use of the Software, Documentation and Related Output.

5. Ownership

5.1 Documentation

The Licensor owns all right, title and interest in the Documentation and any copies of the Documentation made by the Licensee.

5.2 Software

The Licensee acknowledges that:

(a) the Licensor owns the Software, including all Intellectual Property in the Software;

(b) it does not have any ownership of or any other rights in respect of the Intellectual Property in the Software, except as otherwise expressly granted under this EULA; and

(c) the only rights it does have in respect of the Intellectual Property in the Software is the licence granted under this EULA.

5.3 Third Party Licences

The Licensee acknowledges that the Software may include third party software licensed to the Licensor which is embedded in or provided with the Software. If the Licensor loses its rights to any third party software, the Licensor may replace such third party software with other software of similar or equivalent functionality; or immediately terminate this EULA.

6. Confidentiality

6.1 Duty of Confidentiality

The Licensee must maintain strict confidentiality and secrecy regarding Confidential Information. Without limiting the foregoing, the Licensee must:

(a) not, without the prior written consent of the Licensor or as expressly permitted in this EULA, copy or otherwise record any Confidential Information;

(b) take all precautions necessary to prevent unauthorised persons from obtaining access to Confidential Information by any direct or indirect means;

(c) subject to clause 6.1(d), not disclose Confidential Information (or any part of it) to any other person;

(d) only disclose Confidential Information to its officers or employees where there is a need to know for the Permitted Purpose; the Licensee has made that person fully aware of the confidential nature of the Confidential Information; and that person has undertaken to be bound by the terms and conditions of this clause 6.1 as if he or she were the Licensee;

(e) immediately notify the Licensor of any potential, suspected or actual unauthorised access, disclosure, copying or use of Confidential Information;

(f) use Confidential Information solely for the Permitted Purpose and not for any other purpose including use for its own advantage or the disadvantage of the Licensor;

(g) be responsible and liable for the actions of its employees, contractors, agents or related bodies corporate who have access to Confidential Information;

(h) be responsible for the use of Confidential Information by another where the Confidential Information was released by the Licensee or improperly used or obtained by any person from the Licensee or any party for whom the Licensee is responsible; and

(i) immediately upon termination or expiration of this EULA, return to the Licensor or permanently delete or destroy all documents and other material containing Confidential Information which are in the possession or control of the Licensee.

6.2 Exceptions

The duty of confidentiality contained in clause 6.1 will not apply if the Licensee can demonstrate to Licensor’s reasonable satisfaction that the relevant information:

(a) was already known to the Licensee, other than under an obligation of confidentiality, at the time of disclosure by the Licensor;

(b) was generally available to the public at the time of its disclosure to the Licensee;

(c) became generally available to the public after its disclosure and other than through any act or omission of the Licensee in breach of this EULA;

(d) was disclosed to the Licensee, other than under an obligation of confidentiality, by a third party who had no obligation not to disclose such information to others; or

(e) was developed independently by the Licensee without reference to or use of  Confidential Information or any part of it.

6.3 No public announcement

The Licensee must not make any public announcement or communication regarding the existence or terms of this EULA or its use of the Software or the Related Output, unless it obtains the prior written consent of the Licensor.

7. Upgrades

The Licensor may upgrade, update, enhance or develop programming fixes (Upgrades) for the Software from time to time and make these available at its Website.  If the Licensee obtains an Upgrade, the Licensee may install it and such Upgrade will form part of the Software for the purposes of this EULA.  The Licensee is not obliged to install any Upgrades made available by the Licensor, but a failure to do so may interfere with the operation of the Software or Related Output.

8. Warranty

8.1 The Licensor warrants to the Licensee that the Software will at all times substantially comply with the Licensor’s then specifications for the Software.

8.2  The Licensor warrants that 3D models manufactured will substantially meet all specified features within the limitations of its 3D printing technology. The Licensor does not warrant nor guarantee that the models will be fit for any particular purposes.

PLEASE NOTE THAT THE MATERIALS USED FOR MANUFACTURING MODELS ARE SUITED ONLY FOR DECORATIVE PURPOSES AND ARE NOT SUITED FOR ANY OTHER PURPOSE, SUCH AS TOYS TO BE GIVEN TO YOUNG CHILDREN. THE MODELS SHOULD NOT COME IN CONTACT WITH ELECTRICITY, FOOD OR LIQUIDS AND SHOULD BE KEPT AWAY FROM HEAT.

8.3 Restrictions

The warranty in Clause 8.1 does not apply if the Licensee:

(a) alters the model (except at the direction of the Licensor);

(b) installs, operates or maintains the model contrary to the Documentation; or

(c) subjects the model to abnormal physical or electrical stress or environmental conditions, misuses it, or is negligent.

8.4 Disclaimer

Except as expressly set forth, the Licensor provides no other express or implied warranties including but not limited to, warranties as to title or infringement of third party rights, merchantability or fitness for a particular purpose.  The Software and Documentation are provided "as is". The Licensor does not warrant its performance or the results obtained.

8.5 Consumer Guarantees

Nothing in this EULA should be interpreted as excluding, restricting or modifying any applicable provisions of Australian Consumer Law.

9. Limitation of Liability and Indemnity

9.1 Limitation of Liability

Where Australian Consumer Law does not apply or where the Licensee makes a claim against the Licensor for a cause of action other than for a breach of Australian Consumer Law, the Licensor's maximum aggregate liability for any Loss suffered by the Licensee in connection with this EULA is limited to the total amount paid by the Licensee to the Licensor for the relevant goods or services.

9.2 Exclusion of Liability for Consequential Loss

The Licensor expressly excludes all liability to the Licensee for Consequential Loss arising out of or in connection with this EULA.  This exclusion applies even if it was possible or foreseeable that such Consequential Loss would be incurred.

9.3 Indemnity

The Licensee agrees to indemnify the Licensor and its shareholders, directors, officers, employees, agents and related bodies corporate against any Claim made against it or Loss suffered which arises from or in respect of:

(a) this EULA;

(b) the Licensee’s use of the Software or Related Output, including any data or work transmitted or received by the Licensee;

(c) any unacceptable use of the Software or Related Output, including any statement, data or content made, transmitted or republished by the Licensee; and

(d) any negligent, or wilful acts or omission, theft, misconduct, or dishonesty committed by the Licensee or its representatives.

10. Force Majeure

10.1 Force Majeure Event

If a Force Majeure Event occurs and an Affected Party is not able to perform its obligations under this EULA , then the Affected Party’s obligations will be suspended, provided that a Force Majeure Event does not relieve or suspend any party’s obligation to pay money.

10.2 Notice of Force Majeure Event

The Affected Party must notify the other party as soon as practicable after a Force Majeure Event arises, including its affect and expected duration. The Affected Party must use all reasonable efforts to overcome the Force Majeure Event and to resume its obligations under this EULA as soon as is practicable.

10.3 Notice of End of Force Majeure Event

Subject to clause 10.4, the Affected Party must notify the other party as soon as practicable that the Force Majeure Event has been remedied or ceases to exist and that the Affected Party can resume or is in a position to resume its obligations under this EULA.

10.4 Termination of EULA - Force Majeure Event

If the Force Majeure Event continues for more than 60 days, either party may immediately terminate this EULA by written notice to the other party.

11. Assignment

11.1 Assignment by Licensor

The Licensee agrees that the Licensor may sell, sub-licence, transfer or assign its rights, and novate its obligations under this EULA at any time without the Licensee's consent.

11.2 Assignment by Licensee

The Licensee must not assign any rights or novate any obligations under this EULA without the prior written consent of the Licensor.

12. General

12.1 Equitable Relief

The Licensee agrees that any breach of this EULA by the Licensee would cause irreparable damage and that, in event of such breach the Licensor will have the right to bring an injunction or seek legal relief to prevent the violations of the terms of this EULA.

12.2 Relationship of the Parties.

This EULA does not constitute a partnership or joint venture. Except as expressly provided, neither the Licensor nor Licensee shall have any power or authority to act in the name or on behalf of the other party, or to bind the other party to any legal agreement.

12.3 Notices

Notices must be in writing and sent by registered mail or facsimile transmission (the “Fax”) or electronic mail, with confirmation of receipt to the Licensor or Licensee at the respective addresses provided or such other address as the Licensor or Licensee may specify by written notice. The Licensor’s contact details are:

Address: 45 Lancaster Street Ingleburn 2565 New South Wales Australia,

Fax: +61 2 99333699

Email: breseight@breseight.com.au

A notice given under this clause 12.3 will be deemed to be received:

(i) if sent by pre paid post, three days after the date of posting or seven days after the date of posting from outside Australia;

(ii) if sent by facsimile, when the sender’s fax machine produces a report confirming the successful transmission of the entire notice; or

(iii) if sent by electronic message, when the sender receives an automated message confirming delivery or eight hours after the message was sent (as recorded on the device from which the message was sent) (whichever is earlier) unless the sender receives an automated message that the electronic message was not delivered or the sender knows or reasonably should know that either there was a network failure or suspects that the electronic message was not delivered.

12.4 EULA Modifications

The Licensor may alter or revise the terms of this EULA by giving Licensee thirty days notice of the changes to be made. If Licensee does not agree to accept the changes, Licensee’s sole remedy shall be to terminate the EULA.

12.5 Governing Law/Venue/Jurisdiction

This EULA shall be governed by and construed under the laws of New South Wales and the parties submit to the non-exclusive jurisdiction of the courts of that State.

12.6 Severability

If any one or more provisions of this EULA shall be determined to be invalid, illegal or unenforceable the validity, legality and enforceability of the remaining provisions shall not in any way be affected and shall remain binding between the parties. Any invalid, illegal or unenforceable provision shall be changed and interpreted so as to best accomplish the objectives of such provision within the limits of applicable law.

12.7 Complete EULA

The parties agree that this EULA is the complete and exclusive statement of the agreement between the parties, which supersedes all prior agreements, oral or written, between the parties relating to the subject matter.

12.8 Waiver

Any waiver, either expressed or implied, by either party of any default by the other in the observance and performance of any of the conditions set forth shall not constitute or be construed as a waiver of any subsequent or other default.

12.9 Read and Understood

Licensee hereby acknowledges that it has read and understands this EULA and agrees to be bound by its terms.

12.10 Consent

By agreeing to this EULA the Licensee certifies that he/she is over 18 years of age. Alternatively, if under the age of 18, Licensee should review this EULA with a parent or guardian to make sure that the parties understand the provisions outlined above prior to the agreement of this EULA.