Design Store Terms of Service

These terms of service for the New Matter Store (the “Store”) constitute the legal agreement between You (“You”) and New Matter, Inc. (“Company”, “We” or “Us”) with respect to Your purchase and use of Your digital files to enable printing of 3D objects (collectively, the “Services”) with New Matter’s MOD-t 3D printer products (the “Devices”). YOU UNDERSTAND THAT BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF SERVICE. IF YOU DO NOT ACCEPT THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE SERVICES.

1. AGREEMENT. In addition to these terms, Your agreement with the Company will include all additional terms and requirements related to the Services (including any specific rules, usage restrictions and procedures that We post or update on Newmatter.com), Our Privacy Policy, and our General Terms of Use (collectively, the “Agreement”).

If You are interested in the terms of sale of hardware and/or accessory products, please see our Terms of Sale (Hardware).

2. THE DESIGN STORE AND MARKETPLACE.

The Design Store. The Store allows You to purchase license rights to files (“Purchased Files”) to enable printing of objects from those Purchased Files (“Content”) with Your Device. All sales of Purchased Files are final and We do not accept returns. When You buy Purchased Files from the Store, You are directing Us to store those Purchased Files in Your Account to enable You to print the Content in accordance with the license rights You have purchased. Some Purchased Files will allow for unlimited printing and other Purchased Files are sold with a time limitation (i.e. printing allowed for 30 days) or a limitation on the maximum number of times that You can print the Content using such Purchased Files.

3. ACCOUNTS

3.1 Account Set up. In creating Your Store account (“Account”), You represent that You are at least 13 years of age. You are responsible for all use on Your Account, including to protect the confidentiality of Your Account information and password. You accept full liability for the actions of anyone who uses the Services via Your Account, with or without Your permission. Please notify us if You have lost control of Your Account ID or password or You suspect there is unauthorized activity in Your Account.

3.2 Storage. Once You purchase a Purchased File, the Company will allow You to store and access Purchased Files in Your Account. There may be limits on the types of files You can store using Your Account, such as unsupported file types. By using Your Account, You are directing us to store and access back Purchased Files on Your behalf. We may also provide You access to additional files through Your Account.

3.3 Other Conditions. You may also need to register the Devices You use with Your Account and We may limit the number of Devices You can register, the frequency with which You can change them, and the number of Devices from which You can use the Services at any one time. Use of the Services requires compatible Devices, Internet access, and certain software; may require periodic updates; and may be affected by the performance of these factors. High-speed Internet access is strongly recommended. The latest version of required software is recommended and may be required for certain transactions or features. You agree that meeting these requirements, which may change from time to time, is Your responsibility.

3.4 Limits. Initially, the Services are available to residents of the United States but will be made available elsewhere once the Devices are sold in other countries. The Services are not available in all languages or in all countries and Company makes no representation that such Services are appropriate or available for use in all locations. To the extent You choose to access such Services, You do so at Your own initiative and are responsible for compliance with any applicable laws. Company, and its licensors, reserves the right to change, suspend, remove, or disable access to any Services at any time. We may also impose limits on the use of or access to certain Services, in any case with or without notice, including without limitation, to limit the time of availability for session control, maintenance and error correction. The Services may not be available at all times.

3.5 Internet. You also acknowledge and agree that Your use of the Services requires Internet access and bandwidth and Company does not own or control all aspects through which the Services is provided and cannot guarantee the performance of such facilities, equipment and communications lines. The Internet is not a secure network and third parties may be able to intercept, accept, use or corrupt the information You transmit or receive over the Internet. We are not responsible for invalid, erroneous or corrupted data.

3.6 Unique Identifiers. Some designers may require us to insert identifiers in the metadata that accompanies Purchased Files to uniquely identify it as Purchased Files You have received from us (“Unique Identifiers”). These Unique Identifiers may include a random number We assign to Your order, purchase date and time, an indicator that the Content was accessed for printing, and an indicator whether the Purchased Files were purchased from the Store or imported into an Account by You. These Unique Identifiers do not affect the experience in any way.

4. PAYMENT.

To use the Services, You will be required to be logged in to Your Account and have a valid payment method associated with it. Only credit cards, and if made available, online payment services such as Paypal, are eligible for payment at the Store. If all credit cards We have on file for You are declined for paymentl the Store, You have 30 days to provide us a new credit card. If You provide us with a new card and are successfully charged within 30 days, Your new Account will be based on the original renewal date and not the date of the successful charge.

5. RIGHTS AND RESTRICTIONS.

5.1 Rights Granted. You may use the Services only for Your personal, non-commercial purposes, subject to the Agreement. Unless otherwise expressly permitted when You purchase the Purchased Files, Content from Purchased Files may not be sold commercially. Content from any design files You create entirely on Your own may be sold to others, provided You have complete rights in the intellectual property for such Content, including copyrights in such designs. You may not use the Services to resell any part of the Services or for any form of unlawful file sharing. We grant You a non-exclusive, non-transferable right to use Purchased Files through Your Account only for Your personal, non-commercial purposes, subject to these terms. Except as set forth in the preceding sentence, You may not redistribute, transmit, assign, sell, broadcast, rent, share, lend, modify, adapt, edit, license or otherwise transfer or use Purchased Files or the Content. You must comply with all applicable copyright and other laws and with the terms of any licenses or agreements to which You are bound in Your use of the Services.

5.2 No Reverse Engineering or Circumvention. You may not, and You will not encourage, assist or authorize any other person to reverse engineer, circumvent, decompile, disassemble, dupe or otherwise tamper with the Services.

6. OWNERSHIP

The Services are owned by Company and as to certain aspects its suppliers. Company reserves all rights, including without limitation, all intellectual property rights and other proprietary rights, in connection with the Services. You will not use such proprietary information or materials in any way whatsoever except for permitted use of the Services. No portion of the Services may be reproduced in any form or by any means. You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Services, in any manner, and You shall not exploit the Services in any unauthorized way whatsoever, including but not limited to, by trespass or burdening network capacity.

7. LICENSED SOFTWARE. We make available certain software available with the Devices under license for Your use in connection with the Services (“Licensed Software”). The terms contained in the end user license agreement that accompanied Your Device apply to Your use of the Licensed Software.

8. USER FILES.

The Services may enable You to upload Your own files for use in Your Account (“User Files”). You are solely responsible for any User Files You import to Your Account. We may use, access and retain User Files in order to provide storage in Your Account and enforce the terms of the Agreement, and You expressly give us all permissions We need to do so. These permissions include, for example, the rights to copy User Files for backup purposes and access User Files to provide technical support. Company may remove at any time or refuse any User Files for any reason. By submitting any User Files, You represent and warrant that:

• You own all rights in Your User Files or, alternatively, You have acquired all necessary rights in Your User Files to enable You to upload Your User Files described herein;

• You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of Your User Files;

• Your User Files does not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;

• Your User Files is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any anyone (or any entity), vulgar, pornographic, obscene, or invasive of another’s privacy;

• Your User Files will not be used to create anything dangerous or to promote anything illegal; and

• Your User Files does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files.

9. CHANGES; SUSPENSION AND TERMINATION.

9.1 Changes. We are constantly evolving the Services. This means that We may change or discontinue any aspect of the Services without notice or liability to You. In addition, We may change all or part of the Agreement at any time, including these Terms. We will post changes to these Terms on the Site. YOUR CONTINUED USE OF THE SERVICES WILL CONSTITUTE ACCEPTANCE OF THE CHANGED TERMS.

9.2 Suspension and Termination. Your rights under the Agreement will automatically terminate without notice if You fail to comply with any terms of the Agreement. We may also terminate the Agreement, or restrict, suspend or terminate Your use of the Services at our discretion without notice at any time, including if We determine that Your use violates the Agreement, is improper, substantially exceeds or differs from normal use by other users, involves fraud or misuse of the Services, or harms our interests or those of another user of the Services. You may not open a new account without our written permission if We have terminated Your Account or suspended Your access to the Services. When Your Account is restricted or closed (voluntarily or involuntarily), You may no longer have access to any information or materials You stored within Your Account and You will not receive any refund of fees or any other compensation. We may delete or archive these things at our discretion.

10. PRIVACY. Our Privacy Policy will apply to Your use of the Services and the terms of Our Privacy Policy are made a part of these terms. Without limiting the foregoing, the Services, along with the Licensed Software, provide Company with information relating to Your use of the Services and the Licensed Software, as well as information regarding the Devices using the Services and the Licensed Software, information about the Purchased Files and Content used through the Services, or occurrences of technical errors.

11. GENERAL.

COMPANY PROVIDES THE SERVICES “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED, OR STATUTORY. COMPANY SPECIFICALLY DISCLAIMS ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY OF INFORMATION , AND NON-INFRINGEMENT. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USE OF THE SERVICES. COMPANY MAKES NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS OR WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, NOR DOES COMPANY MAKE ANY WARRANTY AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION OBTAINED THROUGH THE SERVICES OR THAT ANY DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM COMPANY SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. THIS DISCLAIMER IS MADE TO THE FULLEST EXTENT PERMITTED BY LAW.

IN NO EVENT WHATSOEVER SHALL COMPANY, ITS AFFILIATES, OR SUPPLIERS, OR THEIR RESPECTIVE OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS, OR REPRESENTATIVES, BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, OR FOR ANY LOSS OF PROFITS OR REVENUE, INCLUDING BUT NOT LIMITED TO LOSS OF SALES, PROFIT, REVENUE, GOODWILL, OR DOWNTIME, (ARISING UNDER TORT, CONTRACT, OR OTHER LAW) REGARDLESS OF SUCH PARTY’S NEGLIGENCE OR WHETHER SUCH PARTY KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. YOU UNDERSTAND AND AGREE THAT THE DOWNLOAD OF ANY MATERIALS IN CONNECTION WITH SERVICES IS DONE AT YOUR DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY LOSS OR DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT MAY RESULT FROM THE DOWNLOAD OR UPLOAD OF ANY MATERIAL. COMPANY NEITHER ASSUMES, NOR DOES IT AUTHORIZE ANY OTHER PERSON TO ASSUME ON ITS BEHALF, ANY OTHER LIABILITY IN CONNECTION WITH THE PROVISION OF THE SERVICES. IF, NOTWITHSTANDING THE OTHER PROVISIONS OF THESE TERMS OF USE, COMPANY IS FOUND TO BE LIABLE TO YOU FOR ANY DAMAGE OR LOSS WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH YOUR USE OF ANY SERVICES, COMPANY’S LIABILITY SHALL IN NO EVENT EXCEED THE GREATER OF (1) THE TOTAL OF ANY FEES PAID BY YOU TO COMPANY IN THE SIX MONTHS PRIOR TO THE DATE THE CLAIM IS ASSERTED FOR ANY SERVICES OR FEATURE RELEVANT TO THE CLAIM, OR (2) US$100.00.

The Agreement is governed by California law, excluding its choice of laws principles. The exclusive venue for any litigation arising from or related to the Services shall be the courts of Los Angeles County, California.

We hope You will enjoy our Services.

Dated: September 2015