Maker's Term of Service

OVERVIEW

This website is operated by Vulkaza. Throughout the site, the terms “we”, “us” and “our” refer to Vulkaza. Vulkaza offers this website, including all information, tools, and services available from this site to you, the user, conditioned upon your acceptance of all terms, conditions, policies, and notices stated here.

 

By visiting our site and/ or registering with us, you engage in our “Service” and agree to be bound by the following terms and conditions (“Maker's Terms of Service”, “Terms”), including those additional terms and conditions and policies referenced herein and/or available by hyperlink. These Maker's Terms of Service apply to all users of the site who choose to register as a "Maker" on our platform. "Maker" is any person or organization that chooses to offer 3D printing services to us based on the Terms outlined below.

 

Please read these Maker's Terms of Service carefully before registering. By submitting your information via Maker's Registration form, you agree to be bound by these Maker's Terms of Service. If you do not agree to all the terms and conditions of this agreement, then you may not become a Maker on our platform. If these Maker's Terms of Service are considered an offer, acceptance is expressly limited to these Maker's Terms of Service.

 

Any new features or tools which are added to the current site and platform shall also be subject to the Maker's Terms of Service. You can review the most current version of the Maker's Terms of Service at any time on this page. We reserve the right to update, change or replace any part of these Maker's Terms of Service by posting updates and/or changes to our website. It is your responsibility to check this page periodically for changes. Your continued use of or access to the website and our platforms following the posting of any changes constitutes acceptance of those changes.

 

  1. Terms of the Service 

1.1. Services. Maker agrees to perform the following specific services (the “Service”):

1.1.1. 3D print item/s as per the Company’s instructions and adhering to the standard of quality set forth by the Company.

1.1.2. Package and ship the item/s as per Company’s instructions to the address/es given by the Company.

1.1.3. Take pictures and videos of the 3D printed items to prove the standard of quality.

1.2. Project. The Service can be repeated on multiple occasions as agreed between The Company and The Maker. Each provision of the Service is considered a separate Project (“Project”).

1.3. Schedule. The Service must be performed in a reasonable and timely manner as agreed on a Project-by-Project basis via email.

1.4. Term. This Agreement shall commence upon the Effective Date, as stated above, and will continue until otherwise agreed on a Project-by-Project basis.

1.5. Compensation. The Parties agree that Company will pay Maker a Project basis as agreed per each Project no later than 20 workdays after invoicing by Payable by Direct Transfer or PayPal provided the Service was executed according to instructions and no questions can be raised about the quality of the Service.

1.6. Tax and VAT. Makerundertakes to fulfill all obligations (including reporting obligations) towards the Tax and VAT Authorities.

 

     2. Intellectual Property Rights

 

2.1. Ownership of Work Product and Intellectual Property. As a result of this Agreement, the Maker will create specific deliverables outlined in 1. Services, which shall be referred to as “Work Product”, including, but not limited to, products, images, videos, STL files, 3D models, documents, presentations, reports, and the like, physical and/or electronic. All Work Products, whether complete or in progress, and all Intellectual Property Rights related thereto will be the sole and exclusive property of Company, and Company will be deemed to be the author thereof. The Maker does not maintain any rights to this Work Product and shall turn over all Work Product upon the termination of a Project.

2.2. If Maker has any Intellectual Property Rights to the Work Product that are not owned by Company upon Maker’s receipt of payment from Company, Maker hereby automatically irrevocably assigns to Company all right, title, and interest worldwide in and to such Intellectual Property Rights. Except as set forth above, Maker retains no rights to use, and will not challenge the validity of Company’s ownership in, such Intellectual Property Rights. Maker hereby waives any moral rights, rights of paternity, integrity, disclosure, and withdrawal or inalienable rights under applicable law in and to the Work Product.

2.3. Maker will sign any necessary documents and will otherwise assist Company in securing, maintaining, and defending copyrights or other rights to protect the Work Product in any country.

2.4. No Rights to Company’s Intellectual Property. Company grants Maker a limited, non-exclusive, revocable (at any time, at Company’s sole discretion) right to use the materials provided by Company as necessary solely for the performance of the Services. Except for the limited license to use materials provided by Company as may be necessary in order for Maker to perform Services under this Agreement, Maker is granted no right, title, or interest in any Company’s Intellectual Property.

 

    3. Confidentiality

 

3.1. Confidential Information. For purposes of this Agreement, "Confidential Information" shall mean information or material proprietary to a Party or designated as confidential by such Party (the “Disclosing Party”), as well as information about which a Party (the “Receiving Party”) obtains knowledge or access, through or as a result of this Agreement (including information conceived, originated, discovered or developed in whole or in part by Maker hereunder). Confidential Information does not include: a) information that is or becomes publicly known without restriction and without breach of this Agreement or that is generally employed by the trade at or after the time the Receiving Party first learns of such information; b) generic information or knowledge which the Receiving Party would have learned in the course of similar employment or work elsewhere in the trade; c) information the Receiving Party lawfully receives from a third party without restriction on disclosure and without breach of a nondisclosure obligation; d) information the Receiving Party rightfully knew prior to receiving such information from the Disclosing Party to the extent such knowledge was not subject to restrictions on further disclosure; or (e) information the Receiving Party develops independently of any information originating from the Disclosing Party.

3.2. Company Confidential Information. The following constitute Company Confidential Information and must not be disclosed to third parties: the Work Product, STL files, discoveries, ideas, concepts, software in various stages of development, designs, drawings, specifications, techniques, models, data, source code, source files and documentation, object code, documentation, diagrams, flow charts, research, development, processes, procedures, "know-how", marketing techniques and materials, marketing and development plans, Company name and the name of Company’s customers and other information related to Company and Company’s customers, price lists, pricing policies and financial information, this Agreement and the existence of this Agreement, and any work assignments authorized or issued under this Agreement.

3.3. Maker will not use Company’s name or the names of Company’s customers, likeness, or logo (Company’s “Identity”), without Company’s prior written consent, to include use or reference to Company’s Identity, directly or indirectly, in conjunction with any other clients or potential clients, any client lists, advertisements, news releases or releases to any professional or trade publications.

3.4. Non-Disclosure. The Parties hereby agree that during the term hereof and at all times thereafter, and except as specifically permitted herein or in a separate writing signed by the Disclosing Party, the Receiving Party shall not use, commercialize or disclose Confidential Information to any person or entity.

 

    4. Termination

 

4.1. This Agreement and/or an individual project may be terminated at any time by either Party upon written notice to the other Party. The Company will be responsible for payment of all Services performed up to the date of termination, except for in the case of the Maker’s breach of this Agreement, where the Maker fails to cure such breach upon reasonable notice.

4.2. Upon completion or termination of each Project, or upon Company’s written request, Maker will immediately return all Company Confidential Information and Work Product including all notes, data, reference materials, sketches, drawings, memorandums, documentation, and records to Company and destroy all copies of Company Confidential Information and Work Product contained in or on Maker’s premises, systems, or any other equipment or location otherwise under Maker’s control.

4.3. Within ten days of such request from Company, Maker agrees to provide written certification to Company that Maker has returned and destroyed all Company Materials and Work Product.

4.4. Any provision or clause in this Agreement that, by its language or context, implies its survival shall survive any termination or expiration of this Agreement.

 

    5. Liability

 

5.1. The Maker shall be liable for defects and deficiencies in the Services performed by the Maker and for any costs and damages incurred by the Company as a result of the Makers breach of terms and conditions of this Agreement. In the event of defects or deficiencies in the Services performed, the Company may request that the Maker re-performs or re-delivers the Services, a reduction of the price or terminate the Agreement with immediate effect pursuant to general principles of law.

5.2. The Maker is not liable for indirect loss or consequential loss unless the Maker has committed the breach with intent or gross negligence. The liability will depend on any and all claims, losses, damages, liabilities, penalties, punitive damages, expenses, reasonable legal fees, and costs of any kind or amount whatsoever as incurred by the Company or Company’s customers.

5.3. Notwithstanding the foregoing, any purported limitation or waiver of liability shall not apply to Maker’s obligation under the indemnification of confidential information sections of this agreement of either Party’s liability to the other for personal injury, death, or physical damage to property claims.

 

    6. Miscellaneous

 

6.1. Representations and Warranties. Both Parties represent that they are fully authorized to enter into this Agreement. The performance and obligations of either Party will not violate or infringe upon the rights of any third party or violate any other agreement between the Parties, individually, and any other person, organization, or business, or any law or governmental regulation.

6.2. Assignment. Maker shall not assign any rights to this Agreement or any other written instrument related to Services provided under this Agreement, and no assignment shall be binding without the prior written consent of the Company. Subject to the foregoing, this Agreement will be binding upon the Parties’ heirs, executors, successors and assigns.

6.3. Independent Contractor. Nothing contained in this Agreement shall create an employer and employee relationship, a master and servant relationship, or a principal and agent relationship between Maker and Company. Company and Maker agree that Maker is, and at all times during this Agreement shall remain, an Independent Contractor. The Maker is in no way obliged to accept Projects or any specific Project from the Company and is free to choose whether to participate in each Project on an independent basis.

6.4. Severability. In the event, any provision of this Agreement is deemed invalid or unenforceable, in whole or in part, that part shall be severed from the remainder of the Agreement and all other provisions should continue in full force and effect as valid and enforceable.

6.5. Waiver. The failure by either Party to exercise any right, power, or privilege under the terms of this Agreement will not be construed as a waiver of any subsequent or future exercise of that right, power, or privilege or the exercise of any other right, power, or privilege.

6.6. Force Majeure. Neither Party shall be liable for any failure to perform under this Agreement when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy.  In the event of such delay, the date of delivery or time for completion will be extended by a period of time reasonably necessary by both Maker and Company. If the delay remains in effect for a period in excess of thirty days, Company may terminate this Agreement immediately upon written notice to Maker.

6.7. Entire Agreement. This document and all attached or incorporated documents contain the entire agreement between the Parties and supersede any previous understanding, commitments, or agreements, oral or written.  Further, this Agreement may not be modified, changed, or otherwise altered in any respect except by a written agreement signed by both Parties.

6.8. Legal and Binding Agreement. This Agreement is legal and binding between the Parties as stated above. This Agreement may be entered into and is legal and binding worldwide.

6.9. Governing Law. This Agreement shall be governed by Norwegian law. Any dispute, controversy, or claims arising from this Agreement shall be subject to the jurisdiction of the Norwegian courts, the legal venue shall be the district court of Oslo.

By registering on our website and accepting these Terms Parties agree to the Terms and Conditions.

 

Contact information

Questions about the Maker's Terms of Service should be sent at legal@vulkaza.com.