Terms of Service Shapeways Shops and Co-Creator

Last Updated: September 2012


BY SIGNING UP FOR THE SHAPEWAYS SHOP SERVICE ("THE SERVICE") YOU AGREE TO BE BOUND BY THE FOLLOWING TERMS OF SERVICE ("TERMS OF SERVICE") WHICH IS A LEGAL AGREEMENT (“AGREEMENT”) BETWEEN YOU AND SHAPEWAYS, INC. AND ITS AFFILIATES. ANY NEW FEATURES OR TOOLS WHICH ARE ADDED TO THE CURRENT SERVICE SHALL BE ALSO SUBJECT TO THESE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, YOU SHOULD NOT USE THE SERVICE. SHAPEWAYS’ GENERAL TERMS AND CONDITIONS ARE INCORPORATED HEREIN BY REFERENCE AND SHALL APPLY TO THESE TERMS OF SERVICE AS FULLY AS IS STATED HEREIN, PROVIDED THAT TO THE EXTENT OF A CONFLICT BETWEEN THESE TERMS OF SERVICE AND THE TERMS AND CONDITIONS, THESE TERMS OF SERVICE SHALL CONTROL. WE RESERVE THE RIGHT TO UPDATE AND CHANGE THE TERMS OF SERVICE BY POSTING UPDATES AND CHANGES TO THE SERVICE WEBSITE. YOU ARE ADVISED TO CHECK THE TERMS OF SERVICE FROM TIME TO TIME FOR ANY UPDATES OR CHANGES THAT MAY IMPACT YOU.


Description of Service

The Shapeways Shop Service is a hosted ecommerce service, which enables you to open an online shop on www.shapeways.com and promote and sell your own 3D designs (the "Service"). In the CoCreator platform you can accept and fulfill orders for a tailor-made version of your 3D models. For more information, please see Shapeways shop page and CoCreator page. You understand and agree that the Service is provided on an AS IS and AS AVAILABLE basis. We do not warrant that the use of the Services will be uninterrupted or error free and therefore disclaim all responsibility and liability for the availability, timeliness, security or reliability of the Service.


Modifications to the Service and Prices

We reserve the right to modify, suspend or discontinue the Service with or without notice at any time and without any liability to you. We reserve the right to charge for the Service. Prices for using the Service are subject to change upon 30 days' notice. Such notice may be provided at any time by posting the changes to the Service on www.shapeways.com. We shall not be liable to you or to any third party for any modification, price change, suspension or discontinuance of the Service. If we terminate your account because you have breached these Terms of Service, you shall not be entitled to any refund.


Account Terms

You must be at least eighteen (18) years of age to use this Service. If you are under 18, you may use Shapeways.com only with involvement of a parent or guardian. You must provide current, accurate identification, contact, and other information that may be required as part of the registration process and/or continued use of the Service. You are responsible for maintaining the confidentiality of your Service password and account, and are responsible for all activities that occur there under. We will not be liable for any loss or damage from your failure to maintain the security of your account and password. We reserve the right to refuse service to or terminate service of anyone at any time without notice for any reason.


Representations and Warranties

You represent and warrant that (a) all of the information provided by you to us to participate in the Services is correct and current; and (b) you have all necessary right, power and authority to enter into these Terms of Service and to perform the acts required of you hereunder.


Proper Use

You agree that you will use the Service in compliance with all applicable laws, rules and regulations. You shall not, shall not agree to, and shall not authorize or encourage any third party to: (i) use the Service to upload, promote, sell, transmit or otherwise distribute any design or other content that is abusive, harassing, threatening, defamatory, obscene, fraudulent, deceptive, misleading, offensive, pornographic, illegal or otherwise unlawful; or (ii) upload, promote, sell, transmit or otherwise distribute designs or other content that infringe upon another party's intellectual property rights or other proprietary or contractual rights or obligations.

Violation of any of the foregoing may result in immediate termination of these Terms of Service. We further expressly preserve the right to monitor your designs and other content and to remove, in our own discretion, any design or other content from your web shop. Any inappropriate and/or infringing design or other content in your web shop may be reported to us. We will investigate the reported content and will see whether it needs to be removed. For more information please read the Content and Notice-Take–Down Policy.

Notwithstanding the above, we have no obligation to review your designs or other content and can in no way be held responsible for such content.


Orders Placed Via the Service

By uploading products in your shop, including your CoCreator models, you allow us and grant us the right to sell these products to any customer.

By uploading your 3D model as a CoCreator model, you also commit to make modified/personalized versions of your uploaded model based on the order of a customer and subject to these Terms of Service and the Shapeways Content Policy.

You shall fulfill an order of a customer for a CoCreator model, by redesigning your model placed in the CoCreator in accordance with the specifications provided by the customer and providing such new model to us within the period of time you communicated to the customers in your Shapeways online shop. In case you fail to provide such new CoCreator model to fulfill a specific order within the indicated period of time, we have the right to terminate your entire shop account or any part of it.

You acknowledge that the sales contract for your products shall be between us and such customer. Therefore, any and all orders for the supply of your products placed via your shop shall be solely governed by our general terms and conditions terms and conditions.


Pricing your Designs

Each design has a standard price that includes our fees for selling the 3D print of the design and fulfilling the order made via your shop. You simply set your markup for each design. When you sell an item, we keep the standard price and we send you the markup. An additional 3.5% transaction fee (Markup Fee) will be charged on all markups. For example, if you markup a design by US$20, an additional fee of US$0.70 will be charged (that is 3.5% of the US$20). We charge this fee to cover our administrative costs and payment provider costs.


Payment Terms

We will pay your accrued shop markups minus the Markup Fee to your PayPal account once a month on the 15th. Generally it will work like this: Your markup is ready for payment to you as soon as the item is shipped, up until 11:59PM UTC on the 14th. So if your item is shipped by the 14th, you will get paid the markup for that item the very next day on the 15th. If it is shipped on the 15th or 16th, you will be paid the following month on the 15th. If you have US$50.00 of accrued markups on the 16th of March, your payment will be sent out to you by the 15th of April. Thus we will make payments to you a maximum of 32 days after the date they were accrued. Please be aware that if you earn less than US$30, before the Markup Fee and before VAT (if applicable) then the amount will not be paid, but will accrue to your account until such time as it becomes equal to or greater than US$30.


Tax Information

It is your responsibility to determine what, if any, taxes apply to the payments you receive from us, and it is your responsibility to collect, report and remit the correct tax to the appropriate tax authority. We are not responsible for determining whether taxes apply to the transactions made via the Services, or for collecting, reporting or remitting any taxes arising from any payments made to you for products sold through your shop.

Termination Fees

If you or we terminate your account and / or close your shop, and you have less than US$30 in accrued but unpaid markups, we will send you your final payment on the next 15th day of a month.


Product Warranty and Product Liability

You acknowledge that the buyers of your products may be entitled to certain warranty rights under the legislation of the countries where they live. Notwithstanding the fact that the sales agreement for your products shall be between us and such buyers, you will be solely responsible for the fulfillment of such warranty rights and you will indemnify us and hold us harmless from and against any claim based on such warranty rights or based on the allegation that the products delivered to such buyers may or have caused death or personal injuries.

Besides your responsibilities set forth above, you will be responsible for any quality claims related to your CoCreator model. If we find, at our discretion, that a CoCreator model, designed by you on the basis of a customers specifications, does not meet certain quality level defined by us, or in case of a claim received from a consumer, we are entitled to require you, and you shall, redesign such CoCreator model, so that it meet our quality requirements and it meet the specifications of the relevant customer.

In case we decide to cancel the customer's order due to a quality claim or for any other reason, we will not pay you the markup for such a CoCreator model.


Personal Data

We will own any and all personal data processed via the Service, which data processing will be subject to our the Shapeways privacy statement.


Your Intellectual Property Rights

You retain all your intellectual property rights in your 3D designs (including any derivative works, such as 3D renders of your design) uploaded, promoted, sold, transmitted or otherwise distributed via the Service. As a designer, you warrant that your 3D designs shall be your original creation and not be copied from, infringing upon, or misappropriated from any other third party and/or entity. If you are not the designer, you warrant that you have the right to upload, promote, sell, transmit or otherwise distribute the designs via the Services.

You further grant us a non-exclusive, royalty free and worldwide license to (i) sell 3D prints of your designs to any customer of www.shapeways.com; and (ii) use and modify the 3D source files of your designs for the sole purpose of manufacturing 3D prints of the relevant design in order to fulfill a customer’s order. We will further have the right to use images and prints of the 3D designs that you have uploaded for the marketing and promotion of our company and/or its services, e.g. in flyers, brochures, websites and mailings. By removing the relevant 3D design from your shop you terminate all the licenses granted to us under these Terms of Service except for (i) the license to use your 3D source files for the sole purpose of manufacturing 3D prints of your designs to fulfill orders of your design that were made before the removal of your 3D design; and (ii) the license to use images of your designs for marketing and promotional purposes for the period that we reasonably need to phase out any existing marketing and promotion materials, which period will not exceed a period of six months.


Confidentiality

We acknowledge that the 3D source files of your designs must be considered as proprietary and confidential information. We will therefore hold your 3D source files confidential and not disclose your 3D source files to any third party, other than such third party that has been engaged by us for the purpose of manufacturing 3D prints of your designs (in which case we shall enter into confidentiality undertakings with such third party in order to protect the confidentiality of your 3D source files).


Our Intellectual Property Rights

Copyright and all other proprietary rights in the Service (including but not limited to software, audio, video, text and photographs and excluding all your content) rests with Shapeways, Inc. , and its affiliated companies or its licensors. All rights in the content not expressly granted herein are reserved. Accordingly, you agree that you will not copy, reproduce, alter, modify, or create derivative works from the Service. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. Our rights include rights to (i) the Service developed and provided by us; and (ii) all software associated with the Service.


Cancellation and Termination

You may cancel your use of the Service and/or terminate these Terms of Service with or without cause at any time by providing notice to us. We may at any time and for any reason terminate the Service, terminate these Terms of Service, or suspend or terminate your account. In the event of termination, your account will be disabled and you may not be granted access to your account or any files or other content contained in your account although residual copies of information may remain in our system.


Indemnification

You agree to indemnify and hold us and our affiliates, distributors, dealers, agents and our and our employees harmless from and against all liabilities, costs, damages and expenses (including reasonable attorneys fees) arising from or relating to any claims that result from breach of these Terms and Service, your 3D designs, any content that you post and your products.


Disclaimer / Limitation of Liability

These Terms of Service set out the full extent of our obligations and liabilities in respect of the Service. SAVE AS SET OUT BELOW, THERE ARE NO WARRANTIES, CONDITIONS OR OTHER TERMS THAT ARE BINDING ON US REGARDING THE SUPPLY OF SERVICE EXCEPT AS EXPRESSLY STATED IN THESE TERMS OF SERVICE. ANY WARRANTY, CONDITION OR OTHER TERM ARISING OUT OF OR IN CONNECTION WITH THE SERVICE WHICH MIGHT OTHERWISE BE IMPLIED INTO OR INCORPORATED INTO THESE TERMS OF SERVICE BY STATUTE, COMMON LAW, LAWS APPLICABLE IN THE COUNTRY WHERE YOU ARE LOCATED (INCLUDING WITHOUT LIMITATION ANY IMPLIED TERM AS TO QUALITY, FITNESS FOR PURPOSE, REASONABLE CARE AND SKILL) ARE HEREBY EXPRESSLY EXCLUDED.

Nothing in these Terms of Service shall limit or exclude our liability (i) for death or personal injury caused by our gross negligence or (ii) for fraud or (iii) any breach of the obligations implied by applicable compulsory national laws as to title or (iv) any liability which cannot be excluded by law.

WE WILL NOT BE LIABLE UNDER THESE TERMS OF SERVICE FOR ANY LOSS OF INCOME, LOSS OF PROFITS, LOSS OF CONTRACTS, LOSS OF DATA OR FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND HOWSOEVER ARISING AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE. OUR MAXIMUM AGGREGATE LIABILITY UNDER THESE TERMS OF SERVICE WHETHER IN TORT (INCLUDING NEGLIGENCE) OR OTHERWISE SHALL IN NO CIRCUMSTANCES EXCEED THE FEE RECEIVED FROM YOU BY US FOR THE USE OF THE SERVICES.


Applicable Law

These Terms of Service shall be governed by the laws of New York, USA without regard to the conflicts of law principles thereof that would apply the law of any jurisdiction other than New York, USA. Any and all disputes arising from these Terms of Service, including disputes relating to the validity thereof, and any disputes related to the use of the Service, shall be brought in the federal and state courts located New York County, New York, USA. The United Nations Convention on the International Sale of Goods shall not apply to the Shapeways Services or Website or relating to the models ordered and delivered.

SHOULD YOU EXPERIENCE ANY PROBLEMS, PLEASE CONTACT US AND WE WILL DO OUR BEST TO FIX IT AS SOON AS POSSIBLE. SINCE WE ALWAYS WANT TO FURTHER IMPROVE OUR SERVICES, WE WELCOME ALL FEEDBACK. SHAPEWAYS MAY CONTACT YOU TO ASK YOU ABOUT YOUR EXPERIENCES.

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