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RedEye RPMTM Customer Agreement
This Agreement sets forth the terms and conditions on which rapid prototyping services and quotations for such services (Services) are made available via this website. The Services available through this website are provided by REDEYE RPM.
1. RAPID PROTOTYPING SERVICES.
1.1 RPM QUOTATIONS. From time to time the Customer may request price quotations (RPM Quotes) from REDEYE RPM for the production of a rapid prototype model (a Model) and/or provision of other Services by completing the RPM Quote form on this website. The RPM Quote requires the Customer to submit all of its desired specifications (Specifications) for the Model to REDEYE RPM, using 128-bit encryption, or alternatively to allow REDEYE RPM to measure the size of the Specifications data file on the Customers computer by accepting the REDEYE RPM Browser plug-in. REDEYE RPM will provide all RPM Quotes promptly after receipt of the Customers request, unless manual quoting is required based on the attributes of the request and/or model(s). Each RPM Quote is only valid for 30 days from the time the RPM Quote is saved. However, REDEYE RPM reserves the right to adjust any RPM Quote if the Customer makes changes to the applicable Specifications.
1.2 ORDERS. Once the Customer has obtained a RPM Quote, the Customer may accept the RPM Quote from REDEYE RPM and may submit an online order (an Order) requesting REDEYE RPM to produce the Model(s) quoted. The total fees for each Order shall include the applicable amount specified in the RPM Quote for the Model(s), plus all applicable taxes and all shipping charges (collectively, the Fees). To submit an Order, the Customer must either pay the Fees in advance online by providing REDEYE RPM with valid credit card account information, or by issuing a noncancelable purchase order to REDEYE RPM by fax (952) 906-2765, or e-mail in .pdf or .tif formats (order@redeyerpm.com). A hard copy of the PO is required before an Order can be shipped from our facilities. Once an electronic Order confirmation has been delivered to the Customer, the Order is binding on both parties, and may not be cancelled except by agreement. REDEYE RPM reserves the right to accept or reject any Order for any reason.
1.3 DELIVERY STANDARD. REDEYE RPM will use commercially reasonable efforts to provide all Models to the Customer in accordance with this Agreement and within the timeframe provided by the Project Coordinator shortly after time of Order. Average delivery is 3 to 5 business days based on current work load and RPM Quote description. Shorter lead-times may be available for smaller projects. Lead times will be longer for orders containing large quantities and/or large parts. Partial shipments allowed. Please call 1-866-882-6934 for more information.
1.4 REDEYE PREMIUM - OVERNIGHT BUILD. Overnight Build is an expedited delivery service offered by REDEYE RPM. Parts ordered with this service ship the next available business day. Orders placed Monday through Thursday will ship the following day. Orders place on Friday will ship the following Monday. Orders placed on Saturday or Sunday will ship the following Tuesday. Next Day is based on available capacity at time of order. Saved quotes WILL NOT reserve capacity. Parts must be ordered before 4pm Eastern Standard Time in order to be processed, built and shipped the following available business day.
Part geometry constraints: Maximum part size 6 x 6 x 6 inch (152.4 x 152.4 x 152.4 mm) or 6in (98.322 cm, 98,322 mm) or 15 hours maximum run-time as estimated by the algorithm. An accepted part will pass all three of these constraints. VeroBlue PolyJet Resin, Maximum size 8 x 8 x 8 inch (203.2 x 203.2 x 203.2 mm) or 10in3 (163.87 cm3, 163,870 mm3) or 15 hours maximum run time as estimated by the algorithm. An accepted part will pass all three of these constraints. When obtaining a quotation on the Web site, if the part(s) pass these constraints, then the option will appear to obtain a pricing estimate for Overnight Build.
Standard Delivery and Overnight Build delivery are not allowed on the same order. All parts on the order must be qualified in order to use Overnight Build. At time of quote parts that qualify for Overnight Build will be highlighted. All other parts must be removed before pricing can be estimated.
Achievable accuracies are 0.013 inch and orders may be rejected based on complexity of geometry and wall thickness. The minimum order price is $375.00. Payment method is credit cards only.
1.4.1 CANCELLED ORDERS. All Overnight Build orders are non-refundable. Placing an order reserves capacity and can only be cancelled by RedEye RPM personnel. Please contact your account manager or Phone: 1 866-882-6934 International: 1 952-906-2725 if you need to make changes to your order.
2. CUSTOMER SATISFACTION. If any Model does not meet the Specifications, and the Customer notifies REDEYE RPM within two business days of receipt, the Customer may return the Model (at the Customers own expense) within five business days of receipt and receive replacement Model, or a full refund of the Model Fees (exclusive of applicable taxes and shipping charges). Failure to return a Model in this manner shall constitute acceptance of the Model by the Customer.
3. OWNERSHIP OF INTELLECTUAL PROPERTY.
3.1 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 Model shall be owned solely by the Customer.
3.2 REDEYE RPM RIGHTS. Notwithstanding Section 3.1, REDEYE RPM shall retain all right, title and interest, including all Intellectual Property, in the website and in the underlying software, technology, methodologies and know-how used by REDEYE RPM in performing its Services and producing Models.
4. LIMITED WARRANTIES.
4.1 NATURE OF PROTOTYPE MODELS. Customer acknowledges and agrees that all Models are intended to be used for initial design analysis only, and that no warranties exist or are offered as to materials, strength, tolerances or other Model characteristics. All Models are delivered and accepted in AS IS condition, and REDEYE RPM HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR ANY REDEYE RPM MODELS OR SERVICES. Customer also acknowledges and agrees that in no event will REDEYE RPM be liable for any damages of any nature under any circumstances, including REDEYE RPMs alleged negligence, and that the aggregate liability for any claim(s) awarded by any court of competent jurisdiction will in no event exceed the limitations identified in Section 5 below. Customer further agrees that these disclaimers, exclusions and limitations of liability are a material and essential condition of this Agreement, and that the Website and Services would not be made available, or would be made available on materially different terms in the absence of these conditions.
4.2 CUSTOMER WARRANTIES. The Customer hereby warrants that (a) it has the right to provide the Specifications to REDEYE RPM; (b) the use of the Specifications and such other materials provided by the Customer to produce a Model will not violate or infringe any intellectual property or other legal rights of any third party; and (c) any software or Model files delivered by the Customer to REDEYE RPM will be free of any viruses, time bombs and other harmful programming routines.
5. LIABILITY.
5.1 LIMITATION OF LIABILITY. REDEYE RPM HEREBY DISCLAIMS AND EXCLUDES ALL LIABILITY FOR ANY PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT AND/OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, ARISING IN CONNECTION WITH THIS AGREEMENT AND ITS SUBJECT MATTER, WHETHER SUCH DAMAGES ARISE BY CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.
5.2 LIMITATION OF AGGREGATE DAMAGES. REDEYE RPMs AGGREGATE LIABILITY FOR ANY DAMAGES SUFFERED OR INCURRED IN CONNECTION WITH THIS AGREEMENT AND ITS SUBJECT MATTER, WHETHER ARISING BY CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER FOR THE APPLICABLE PART ALLEGED TO HAVE CAUSED SUCH DAMAGE.
5.3 INDEMNITY. The Customer shall indemnify, defend and hold harmless REDEYE RPM and its 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, Models or any other materials provided to REDEYE RPM in connection with an Order violate or infringe the intellectual property or other legal rights of any third party; or (ii) any use of a Model by the Customer or its employees, agents or contractors.
6. ACCESS AND INTERFERENCE. The Customer shall use its e-mail address and a password to log on to the REDEYE RPM website. The Customer must not disclose its password to third parties. The Customer is responsible for all access to and use of the REDEYE RPM website using its e-mail address and password. If an employee, agent or any person uses the Customers e-mail address and password to access the REDEYE RPM website, the Customer will be deemed to have authorized any access, use or misuse of the REDEYE RPM website (including without limitation all orders placed) by such employees or agents or any other person using the Customers e-mail address and password. The Customer will not use any robot, spider, other automatic device or manual process to monitor or copy REDEYE RPMs web pages or the content contained herein without the express written permission of REDEYE RPM. The Customer will not interfere or attempt to interfere with the proper working of the REDEYE RPM site or any activities conducted on the REDEYE RPM site. The Customer will not take any action that imposes an unreasonable or disproportionately large load on REDEYE RPMs infrastructure. The Customer will not copy, reproduce, alter, modify, create derivative works of, or reverse engineer the REDEYE RPM website or publicly display any content from the REDEYE RPM website without the prior express written consent of REDEYE RPM.
7. TERMINATION. Either the Customer or REDEYE RPM may terminate this Agreement at any time upon written notice to the other party, but all Orders previously submitted and confirmed shall remain binding upon the parties. Sections 3-6 shall survive the termination of this Agreement.
8. MISCELLANEOUS PROVISIONS.
8.1 GOVERNING LAW. This Agreement and all Orders shall be governed by and construed in accordance with the internal laws of the State of Minnesota, applicable to contracts to be accepted and performed wholly within Minnesota. By placing any Order, Customer irrevocably consents to the jurisdiction of the applicable federal or state courts located in Hennepin County, Minnesota, and agrees that such courts shall be the exclusive forums for the resolution of any disputes hereunder.
8.2 FORCE MAJEURE. Except for the courtesy discount to be offered to any Customer under Section 1.3, neither party shall be liable for a breach of its obligations hereunder 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, and which continue for any 60 day period.
8.3 ENTIRE AGREEMENT. This Agreement and any accompanying Orders embody the entire agreement and understanding between the parties regarding the subject matter hereof, and supersede any prior understanding and agreements between and among them respecting the subject matter hereof. REDEYE RPM may at any time change or modify the terms of this Agreement by publishing such additional or replacement terms on the website at least five business days prior to implementation. If the Customer does not agree with any change or modification, the Customer may terminate this Agreement on notice to REDEYE RPM.
8.4 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.
8.5 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.
8.6 ASSIGNMENT. The Customer shall not assign the rights and obligations under this Agreement without the written consent of REDEYE RPM. Any assignment in breach of this provision shall be void ab initio.
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