Terms of Use – Software

Thanks for using AON3D’S Cloud Service! These AON3D Cloud Service Terms (“Terms”) describe your rights and responsibilities as a customer of AON3D’s cloud service (“Cloud Service”). These Terms are between you and Made in Canada Inc. d/b/a AON3D (“AON3D”, “We” “Our” or “Us”). “You” means the entity you represent in accepting these Terms or, if that does not apply, you individually. If you are accepting on behalf of your employer or another entity, you represent and warrant that: (i) you have full legal authority to bind your employer or such entity to these Terms; (ii) you have read and understand these Terms; and (iii) you agree to these Terms on behalf of the party that you represent. If you don’t have the legal authority to bind your employer or the applicable entity please do not click “I agree” (or similar button or checkbox) that is presented to you.  PLEASE NOTE THAT IF YOU SIGN UP FOR A CLOUD SERVICE USING AN EMAIL ADDRESS FROM YOUR EMPLOYER OR ANOTHER ENTITY, THEN (A) YOU WILL BE DEEMED TO REPRESENT SUCH PARTY, (B) YOUR CLICK TO ACCEPT WILL BIND YOUR EMPLOYER OR THAT ENTITY TO THESE TERMS, AND (C) THE WORD “YOU” IN THESE TERMS WILL REFER TO YOUR EMPLOYER OR THAT ENTITY.  

THESE TERMS ARE EFFECTIVE AS OF THE DATE YOU FIRST CLICK “I AGREE” (OR SIMILAR BUTTON OR CHECKBOX) OR USE OR ACCESS THE CLOUD SERVICE, WHICHEVER IS EARLIER (THE “EFFECTIVE DATE”). THESE TERMS DO NOT HAVE TO BE SIGNED IN ORDER TO BE BINDING. YOU INDICATE YOUR ASSENT TO THESE TERMS BY CLICKING “I AGREE” (OR SIMILAR BUTTON OR CHECKBOX) AT THE TIME YOU REGISTER FOR A CLOUD SERVICE, CREATE A CLOUD SERVICE ACCOUNT, OR PLACE AN ORDER. YOU EXPRESSLY AGREE THAT THESE TERMS OVERRIDE ANY TERMS OR CONDITIONS WHICH YOU HAVE PREVIOUSLY PROVIDED TO US IN THE FORM OF A PURCHASE ORDER OR OTHER COMMUNICATION. FOR CLARITY, ANY PURCHASE ORDER PROVIDED TO AON3D WILL BE USED FOR ADMINISTRATIVE PURPOSES ONLY, SUCH AS TO DETERMINE THE LENGTH OF A PAID SUBSCRIPTION AND PAYMENT OF FEES. ALL LEGAL TERMS AND CONDITIONS PRINTED ON A PURCHASE ORDER ARE SPECIFICALLY REJECTED. IF YOU DO NOT ACCEPT ALL THE TERMS AND CONDITIONS HEREIN OR ARE NOT AN AUTHORIZED AGENT FOR THE ORGANIZATION ENTERING INTO THESE TERMS, DO NOT CREATE AN ACCOUNT OR OTHERWISE USE THE CLOUD SERVICE. 

1. Definitions. 

1. “AON3D Resources” means the Cloud Service, the Materials, the Firmware, and the Products. 

2. “Authorized User” means (i) if You are an organization, Your employees that You have authorized to use the Cloud Service; and (ii) if You are an individual using the Cloud Service on Your own behalf, You. 

3. “Feedback” means comments, questions, ideas, suggestions, techniques, know-how, or other feedback relating to the AON3D Resources, including but not limited to the Cloud Service. 

4. “Firmware” means any pre-installed software embedded on any Product, as may be updated from time-to-time.  

5. “Materials” means materials that are used to print items with the Products, including, but not limited to, any and all filaments or powders, plastics, composites and carbon fiber filament fabrication materials that are made available by AON3D, as well as other consumables that are provided by AON3d for use with the Products. 

6. “Products” means AON3D printers, excluding the Firmware that is installed on the Products. 

7. “Website” means www.aon3d.com or any website owned or controlled by AON3D. 

2. Applicability. These terms cover AON3D’s Cloud Service. You will be subject to other terms of sale or additional terms and conditions for products or services other than the AON3D cloud service. If these Terms are considered an offer, Our acceptance is expressly limited to Your agreement to these Terms in full. Any offer made on Our Website is void where prohibited by law. You represent that You are at least the age of majority in Your state or province of residence. Children under the age of 18 may not accept these Terms, use Our Website, or use the Cloud Service. When using AON3D Resources other than the Cloud Service, You will be subject to additional terms and conditions.  

3. Resellers. If fees are associated with the Cloud Service, You may agree upon them separately with an authorized AON3D reseller, or You may pay AON3D directly, as further specified in these Terms, but in either case Your access to the Cloud Service is conditioned upon Your payment of any applicable fees. Regardless of the arrangements made for applicable fees, these Terms shall apply to Your use of the Cloud Service. No Reseller is permitted to modify or supplement these Terms. 

4. Subscription Access to Cloud Service; Renewals; Payment Terms.  

1. Access to the Cloud Service (or certain features or modules within the Cloud Service) may be provided to you for a periodic or transaction-based subscription (“Subscription Plan”). The term for any Subscription Plan (“Subscription Term”) is as stated in the applicable order, in the applicable online portal, or as noted in the account information that is available via Your Cloud Service account (“Order”). Except as otherwise specified in Your Order, unless either party cancels Your Subscription Plan prior to expiration of the current Subscription Term, your subscription will automatically renew for another Subscription Term of a period equal to your initial Subscription Term. You will provide any notice of non-renewal through the means We designate, which may include account settings in the Cloud Service or contacting Our support team. Cancelling your Subscription Plan in accordance with these instructions means that you will not be charged for the next billing cycle, but you will not receive any refunds or credits for amounts that have already been charged. All renewals are subject to the applicable Cloud Service continuing to be offered and will be charged at the then-current rates. 

2. You will pay all fees in accordance with each Order, by the due dates and in the currency specified in the Order. If the Order does not contain payment terms, then you will pay such Fees (i) within thirty days from the date on the invoice, (ii) in U.S. Dollars, and (iii) the Fees are non-refundable. AON3D’s Fees are set for the duration of each Subscription Plan. AON3D reserves the right to increase Fees for each additional Subscription Plan, or to impose Fees on features or modules of the Cloud Service that were previously provided at no charge. All past due amounts will bear a late payment charge, until paid, at the rate of 1.5% per month or the maximum amount permitted by law, whichever is less. If any charge owing by You under this or any other agreement for the AON3D Resources is thirty days or more overdue, AON3D may, without limiting its other rights and remedies, accelerate Your unpaid fee obligations under such agreements so that all such obligations become immediately due and payable, and suspend Your use of the Cloud Service until such amounts are paid in full, provided that AON3D will notify You at least ten days in advance of any such suspension. All amounts payable by You to AON3D are exclusive of any sales, value added, use, goods and services, excise, or property taxes or other taxes or duties, however designated (“Taxes”). You shall be solely responsible for payment of any Taxes, except for those taxes based on the income of AON3D. You will not withhold any Taxes from any amounts due to AON3D. 

3. Access to a Cloud Service that is provided to You free of charge will continue until terminated by AON3D, in its sole discretion. Such termination to a free of charge Cloud Service may occur without any prior notice and You acknowledge and agree that AON3D is not liable to You or any third-party for such termination.  

4. You may add users, increase storage limits, or otherwise increase your use of the Cloud Service by placing a new Order or modifying an existing Order. Unless otherwise specified in the applicable Order, We will charge you for any increased use at our then-current rates, prorated for the remainder of the then-current Subscription Term. 

5. Authorized User Accounts. 

1. To access and use the Cloud Service, each Authorized User must create an account for the Cloud Service via the AON3D Website. As an Authorized User, You represent and warrant that all information You submit as part of the account registration process is complete and accurate, and that you will maintain and update your account information as necessary to keep it current, accurate, and complete.  

2. Authorized Users that are part of an organization-customer of AON3D each acknowledge and agree that such organization is entitled to: (a) manage its Authorized Users’ accounts, reset their passwords, and suspend or cancel their accounts; (b) view its Authorized Users’ usage and profile data, including how and when their accounts are used; and (c) read or store any Content that is uploaded to the Cloud Service or that is generated using the AON3D Resources.  

3. You are responsible for ensuring the security and confidentiality of your username and password (“Credentials”) and, if you are an entity, you are responsible for all of your Authorized Users. AON3D will not independently verify the identity of any individual using Your Credentials and You are responsible for all activities that occur under Your Credentials. You will keep Your Credentials confidential and not authorize any third party to access or use the AON3D Resources. You must immediately notify AON3D if you become aware of any unauthorized use, suspected unauthorized use, or any other security breach concerning the Cloud Service. AON3D may disable your account, refuse future use of the Cloud Service to you, and take other commercially reasonable steps to enforce these Terms and protect the integrity of the Cloud Service if you violate these Terms, and/or if Your account is used by someone else. AON3D is not liable for any loss or damage arising from Your failure to comply with the foregoing requirements. 

6. Access and Use. The Cloud Service may only be used with the Products and the Materials, and in accordance with the applicable Terms of Sale and other instructions and documentation provided to You by AON3D (“AON3D Documentation”). Subject to these Terms and AON3D Documentation, AON3D grants You a limited, royalty-free, revocable, non-exclusive, non-sublicensable, non-transferable license to, solely in connection with Your use of the Products, access and use the: (i) Firmware in its installed state; (ii) AON3D Documentation; and (iii) the Cloud Service, in each case for Your own personal purposes (if You are an individual) or for Your internal business purposes (if You are an entity) during the term of these Terms. If You are an entity, You may permit the Cloud Service to be accessed and used by Your Authorized Users, provided that: (i) all such access and use is solely for Your internal business purposes; (ii) You remain responsible and liable for all acts and omissions of such Authorized Users; and (iii) You require Your Authorized Users to review and agree to these Terms before they access and use the Cloud Service. You will not grant access to the Cloud Service to any third party other than Authorized Users. No rights or licenses not expressly granted to You in these Terms shall arise by implication, estoppel or otherwise. 

7. Content and Authorized User Data. 

1. You are solely responsible for Your Content. Your Content is yours and you maintain sole ownership of Your Content. For purposes of these Terms, Your “Content” means: (a) any files, designs, models, data sets, meshes, geometries, images, documents or similar material that You upload to the AON3D Resources; (b) any specific tangible output generated from the AON3D Resources that is based on the items listed in subpart (a) of this section; and (c) with regard to any Products that may include a laser or a camera, any images, usage data, or other data produced by such laser or camera. Your Content does not include AON3D Resources.  

2. You represent and warrant that you have the right to submit and use Your Content and that Your Content does not violate or infringe on the intellectual property rights of any third-party or violate any applicable laws, rules, or regulations. Under no circumstances will AON3D be liable in any way for any (i) of Your Content that is transmitted or viewed while using the Cloud Service, (ii) errors or omissions in Your Content, or (iii) any loss or damage of any kind incurred as a result of the use of, access to, or denial of access to Your Content. You are solely responsible for backing up Your Content to Your own computer or other device. You acknowledge that AON3D is not responsible or liable in any way for Your Content and has no duty to monitor or screen Your Content. AON3D reserves the right to, at any time, pre-screen, refuse and/or remove Your Content, without prior notice, if in AON3D’s sole discretion, Your Content is found to be inappropriate, or if it fails to comply with these Terms and/or applicable law. AON3D may restrict access to the Cloud Service from certain geographic locations. In addition, AON3D reserves the right to: (i) impose limits on the types of Content You can store through the Cloud Service, such as unsupported file types, and (ii) set storage limits for the Cloud Service. 

3. Subject to these Terms, You grant a fully paid-up, royalty-free, worldwide, non-exclusive, non-sublicensable (except to AON3D’s third-party contractors or service providers), non-transferable (except as set forth in “Assignment” below) right and license to copy, display, modify and otherwise use Your Content: (i) in connection with ensuring the operation of the AON3D Resources; (ii) internally in connection with performing quality assurance or improving the AON3D Resources; and (iii) to provide You with any technical support. You agree that AON3D may use information about Your access to and use of the AON3D Resources for any lawful purpose without any restrictions or payment obligations and that such information shall not be considered Your Content. 

4. You acknowledge and agree that it is necessary for Us to collect, process and use the personal data that You provide to us when You create a Cloud Service account or place an Order with Us, or otherwise contact Us. This personal data is required for us to perform our obligations under these Terms, to process and ship orders, communicate with You regarding orders and other AON3D Resources that we believe You may be interested in, perform administrative tasks, fulfill our legal and regulatory responsibilities, and to provide You with services, including the Cloud Service. Visit Our Privacy Policy for more information regarding Your data and data rights. 

8. Confidentiality. 

1. Each party agrees to regard and preserve as confidential all non-public information provided by the other party relating to the business, systems, operations, strategic plans, clients, pricing (including, but not limited to, the pricing terms herein), methods, processes, financial data, programs, and/or products of the other party in any form, that are designated as “confidential,” or is by its nature reasonably recognizable as potentially confidential and/or proprietary or is disclosed in a manner that it may be reasonably inferred to be confidential and/or proprietary at the time of disclosure (“Confidential Information”). For Clarity, Your Confidential Information includes Your Content and AON3D’s Confidential Information includes the AON3D Resources and related product plans and technical information. Confidential Information shall not include any information that: (a) is already rightfully known to a party at the time it is obtained from the other party, free from any obligation to keep such information confidential; (b) is or becomes publicly known or available through no wrongful act of a party; (c) is rightfully received from a third party without restriction and without breach of these Terms; (d) is independently developed by a party without the use of any proprietary, non-public information provided by the other party under these Terms; or (v) constitutes Feedback. 

2. Both parties agree (a) to take reasonable steps to protect the other party’s Confidential Information, and these steps must be at least as protective as those the receiving party takes to protect its own Confidential Information, and no less than a reasonable standard of care; (b) to limit access to Confidential Information of the disclosing party to those of the receiving party’s and its affiliates’ employees, contractors and professional advisers (e.g. lawyers, accountants, etc.) who need such access for purposes consistent with these Terms and who are subject to written nondisclosure and nonuse obligations (or, in the case of professional advisers, ethical obligations) with the receiving party that are no less stringent than those set forth herein; (c) to notify the disclosing party promptly upon discovery of any unauthorized use or disclosure of Confidential Information; and (d) in the event of any unauthorized disclosure by a receiving party, to cooperate with the disclosing party to help regain control of the Confidential Information and prevent further unauthorized use or disclosure of it. Either party may disclose Confidential Information where required by law, regulation, or court order, provided that the party subject to such law, regulation or court order shall, where permitted, notify the other party of any such use or requirement prior to disclosure in order to afford such other party an opportunity to seek a protective order to prevent or limit disclosure of the information to third parties. 

9. Intellectual Property Rights. 

1. The Cloud Service is made available on a limited access basis, and no ownership right is conveyed to You, irrespective of the use of terms such as “purchase” or “sale.” AON3D and its respective licensors or suppliers own all right, title, and interest in and to the AON3D Resources (including the Cloud Service), and all related technology and intellectual property rights. You are not granted any licenses or other intellectual property rights except as expressly set forth in these Terms. You will not do, or cause to be done, any act that in any way contests, impairs or that intends to contest or impair any portion of AON3D’s right, title or interest in and to the AON3D Resources or any related technology or intellectual property rights. You will not delete or in any manner alter the copyright, trademark, or other proprietary rights notices or markings that appear on the AON3D Resources as delivered to You. 

2. From time to time, You may choose to submit Feedback to us. We may in connection with any of our products or services freely use, copy, disclose, license, distribute and exploit any Feedback in any manner without any obligation, royalty or restriction based on intellectual property rights or otherwise. No Feedback will be considered your Confidential Information, and nothing in these Terms limits our right to independently use, develop, evaluate, or market products or services, whether incorporating Feedback or otherwise. AON3D may freely, without any obligation to You, incorporate into the AON3D Resources any code, service, product, technology, enhancement, documentation or other development incorporating or derived from any Feedback.  

3. The AON3D Resources (including the Cloud Service) may include third-party software components subject to additional terms and conditions set forth in a separate license agreement. Such separate license agreement shall control and govern as to any such third-party component to the extent necessary to resolve any conflict with these Terms.   

4. If the AON3D Resources become, or in AON3D’s reasonable opinion is likely to become, the subject of a third-party infringement or misappropriation claim, or if use of the AON3D Resources are permanently enjoined for any reason, AON3D, at its option and expense, may: (i) replace or modify the applicable AON3D Resources so as to make it non-infringing so long as the modified AON3D Resources perform materially the same functions in a non-infringing manner; (ii) procure the right for You to continue to use the applicable AON3D Resources as contemplated herein; (iii) substitute an equivalent for the applicable AON3D Resources; or (iv) if options (i)-(iii) are not reasonably practicable, terminate these Terms and refund any pre-paid Fees. 

10. Acceptable Use Policy. The AON3D Resources are intended to enable You to engage in additive manufacturing of three-dimensional objects for Your personal purposes (if You are an individual) or for Your internal business purposes (if You are an entity), in all cases, in accordance with these Terms. You represent, warrant and covenant that: 

1. You will not use the AON3D Resources to develop, collect, upload, transmit, display, or distribute any Content: (i) that violates any third-party’s right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, sexually explicit, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual, or promotes illegal activities; (iii) that contributes to the creation or distribution of medical devices, weapons, munitions, or any component thereof unless You are in compliance with every applicable law and regulation relating to such activity; (iv) that is harmful to minors in any way; (v) to engage in fraudulent activity (including impersonating another person or entity, submitting misleading or false declarations concerning Your affiliation with a person or entity, or using a proxy, anonymizing server, false or manipulated headers, identifiers, or addresses in any way for the purpose of concealing the origin of any data sent via the AON3D Resources); (vi) to perpetrate a hoax or engage in phishing schemes, dry or other similar falsification or manipulation of data; or (vii) that is otherwise objectionable or in violation of any law, regulation, or obligations or restrictions imposed by any third party. 

2. You will not: (i) modify, alter, tamper with, repair, translate, transmit, adapt, arrange, or create derivative works based on the AON3D Resources, except as expressly permitted herein; (ii) decompile, disassemble, disassociate, decrypt, extract, reverse compile or otherwise reverse engineer the AON3D Resources or any component thereof, or otherwise attempt to decipher the source code, algorithms, methods, structure, interfaces, protocols, messaging or techniques used or embodied in the AON3D Resources or any component thereof, except and only to the extent required by applicable law; (iii) distribute, rent, loan, lease, sell, resell, sublicense, convey, publicly display, publicly perform, exploit or otherwise make the AON3D Resources available for use by others in any time-sharing, service bureau or similar arrangement; (iv) remove, alter, or obscure any copyright, trademark, confidentiality or other proprietary notices, labels or marks from, on or pertaining to the AON3D Resources; or (v) use the AON3D Resources for any benchmarking or competitive purposes or attempt to create products or services that are similar to the AON3D Resources. 

3. You will not use the AON3D Resources to: (i) upload, transmit, or distribute any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) utilize any equipment, device, software, or other means to (or designed to) circumvent or remove any form of technical protection used by AON3D in connection with the AON3D Resources; (iii) interfere with or disrupt the AON3D Resources or servers or networks used by AON3D to provide the AON3D Resources; (iv) use the AON3D Resources to perform any stress, vulnerability, penetration, availability, or performance testing on, or otherwise attempt to access in a manner not expressly permitted by AON3D, any network, system, server, or computer hosting the AON3D Resources; or (v) attempt to gain unauthorized access to the AON3D Resources, other computer systems or networks connected to or used together with the AON3D Resources, through password mining or other means. 

4. You will not use the AON3D Resources: (i) unless You are in compliance with all applicable laws, regulations, and licensing requirements in connection with any military operations or the operation of nuclear facilities, aircraft navigation, communication systems, medical devices, air traffic control devices, real time control systems or other situations in which the failure of the AON3D Resources could lead to death, personal injury, or physical property or environmental damage; (ii) unless You are in compliance with all applicable laws, regulations, and licensing requirements, to experiment with ordnance or collect, upload, transmit, display, print, extrude, deposit or distribute any of Your Content that contributes to the creation or modification of any firearm slide, lower, upper, upper receiver, lower receiver, barrel, bolt, or any other firearm or ordnance component, in whole or in part, that is capable of containing pressures in excess of 500 PSI; or (iii) in any manner or for any purpose other than for the Intended Use and as expressly permitted by these Terms and any Documentation. 

5. AON3D has the right (but not the obligation) to monitor and audit Your (and the Authorized Users’) usage of the AON3D Resources to verify compliance with these Terms, and to investigate and/or take appropriate action against You in AON3D’s sole and absolute discretion if AON3D reasonably believes that You will violate, have violated or where You appear to violate any applicable law or regulation, the Acceptable Use Policy or any other provision of these Terms. Such action may include removing or modifying Content, terminating or suspending Your account (and any related individual Authorized User accounts), and/or reporting You to law enforcement or regulatory authorities even if AON3D is not legally obligated to do so. You agree that the information provided to law enforcement or regulatory authorities (including your name, contact information, and the nature of your use of the AON3D Resources shall not be considered Confidential Information (as defined below) under these Terms. Any use of or access to the AON3D Resources other than in accordance with these Terms is unauthorized. 

11. Indemnification. You shall indemnify, defend, and hold harmless AON3D and its officers, directors, employees, contractors, licensors, suppliers, agents, affiliates, successors, and assigns from and against any and all  losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys’ fees, incurred by AON3D resulting from any third-party claim, suit, action, or proceeding arising from or relating to: (i) Your Content infringing or misappropriating such third party’s intellectual property rights; (ii) Your (including any of your Authorized Users’) use of the AON3D Resources in breach of these Terms; or (iii) an item that You produced using the AON3D Resources.   

12. Disclaimers; Limitation of Liability. 

1. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON LIABILITY. IN SUCH JURISDICTIONS, THE LIABILITY OF AON3D AND ITS SUPPLIERS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IF ANY PORTION OF THIS SECTION IS HELD TO BE INVALID, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTION. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE CLOUD SERVICE IS PROVIDED ON AN “AS IS” BASIS AND NEITHER AON3D NOR ITS SUPPLIERS MAKE ANY WARRANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED (INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, TITLE, OR WARRANTIES OTHERWISE IMPLIED BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE). WITHOUT LIMITING THE FOREGOING, AON3D DOES NOT WARRANT: (A) THAT THE CLOUD SERVICE WILL BE UNINTERRUPTED, TIMELY, ERROR-FREE, SECURE, ACCURATE, RELIABLE, OR COMPLETE, WHETHER OR NOT UNDER SUBSCRIPTION OR SUPPORT BY AON3D OR ANY THIRD PARTY; OR (B) THAT THE AON3D RESOURCES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. 

2. IN NO EVENT SHALL AON3D OR OUR AFFILIATES, MANUFACTURERS, SUPPLIERS OR LICENSORS BE LIABLE FOR DIRECT DAMAGES OR OTHER LOSSES OR LIABILITIES DIRECTLY RELATING TO THE PRODUCT(S) OR OTHERWISE ARISING OUT OF OR RELATED TO THESE TERMS, IF AND TO THE EXTENT SUCH DIRECT DAMAGES OR LOSSES EXCEED THE ACTUAL AMOUNT PAID TO AON3D DURING THE TWELVE MONTHS PRECEDING THE EVENT THAT GAVE RISE TO THE CLAIM FOR THE SPECIFIC AON3D RESOURCES THAT DIRECTLY GAVE RISE TO THE DAMAGES OR OTHER LOSSES OR LIABILITIES CLAIMED, WHETHER BASED IN CONTRACT, EXPRESS OR IMPLIED WARRANTY, TORT, PRODUCT OR OTHER STRICT LIABILITY, TRADE PRACTICES, OR OTHERWISE, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION SHALL NOT APPLY TO CLAIMS RELATING TO YOUR BREACH OF THE ACCEPTABLE USE POLICY. 

3. IN NO EVENT SHALL AON3D OR OUR AFFILIATES, MANUFACTURERS, SUPPLIERS OR LICENSORS (AS THIRD PARTY BENEFICIARIES) BE LIABLE FOR ANY LOSS OF REVENUE, LOSS OF ACTUAL OR ANTICIPATED PROFITS, LOSS OF CONTRACTS, LOSS OF THE USE OF MONEY, LOSS OF ANTICIPATED SAVINGS, LOSS OF BUSINESS, LOSS OF OPPORTUNITY, LOSS OF GOOD WILL, LOSS OF REPUTATION, LOSS OF, DAMAGE TO OR CORRUPTION OF DATA; PERSONAL INJURY; PROPERTY DAMAGES; OR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, RELIANCE, EXEMPLARY, PUNITIVE, OR OTHER SIMILAR DAMAGES OF ANY KIND, WHETHER FORESEEABLE OR UNFORESEEABLE, EVEN IF IT IS MADE AWARE OF THE POSSIBILITY OF SUCH DAMAGES, AND WHETHER BASED IN CONTRACT, EXPRESS OR IMPLIED WARRANTY, TORT, PRODUCT OR OTHER STRICT LIABILITY, TRADE PRACTICES, OR OTHERWISE, AND REGARDLESS OF WHETHER ANY REMEDY SET FORTH HEREIN FAILS OF ITS ESSENTIAL PURPOSE. 

4. The AON3D Resources consist of commercial professional tools intended to be used by trained professionals only. The AON3D Resources are intended only to assist You with Your design, analysis, simulation, estimation, testing and/or other activities and is not a substitute for Your own independent design, analysis, simulation, estimation, testing, and/or other activities, including those with respect to product stress, safety and utility. Due to the large variety of potential applications for the AON3D Resources, the AON3D Resources have not been tested in all situations under which it may be used. AON3D WILL NOT BE LIABLE IN ANY MANNER WHATSOEVER FOR THE RESULTS OBTAINED THROUGH USE OF THE AON3D RESOURCES OR FOR USE OR SALE OF ITEMS THAT ARE MANUFACTURED WITH AON3D PRODUCTS OR MATERIALS. 

5. Any action against AON3D or our affiliates, manufacturers, suppliers, or licensors that relates to these Terms must be brought within twelve months after the cause(s) of action accrue(s). 

13. Support and Maintenance. Unless specified in an Order, the AON3D Documentation, or otherwise in a written agreement between You and AON3D, AON3D has no obligation to provide You with any support or maintenance in connection with the Cloud Service.  

14.  Term; Termination. 

1. Term. The term of these Terms commences on the Effective Date (defined above) and continues until all subscriptions hereunder have expired or have been terminated. 

2. Termination. A party may terminate these Terms for cause: (i) upon thirty days written notice to the other party of a material breach if such breach remains uncured at the expiration of such period; or (ii) if the other party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors. If these Terms are terminated by AON3D for cause as described in this Section 14, You will pay any unpaid Fees covering the remainder of the Subscription Plan to the extent permitted by applicable law. In no event will termination relieve You of Your obligation to pay any Fees payable to AON3D for the period prior to the effective date of termination. 

15. Changes. AON3D reserves the right, at any time and from time-to-time, to update, revise, supplement or otherwise modify these Terms and to impose new or additional rules, policies, terms or conditions on Your use of the AON3D Resources. AON3D will communicate changes to these Terms through reasonable means, which may include: (i) posting the new version of the Terms on a Website; (ii) issuing a notice via the Cloud Service; and/or (iii) sending an email to the email address associated with Your account. If a modification to these Terms will have a material adverse effect on You and You do not agree to the modification, You may terminate these Terms by notifying AON3D of the same by email to: help@aon3d.com within thirty days of AON3D’s notice of the modification. If You so notify AON3D, Your use and access to the Cloud Service will remain governed by the Terms in effect immediately before the change (except to the extent modifications were made to comply with applicable law) for sixty days after Your receipt of the modification, at which time these Terms will terminate and You will no longer be authorized to use the Cloud Service. Your continued use of the Cloud Service after AON3D provides notice of a change to these Terms constitutes Your acceptance of any and all such changes. 

16. Errors, Inaccuracies, Omissions. There may be information on our Website or documentation that contains typographical errors, inaccuracies or omissions that may relate to Cloud Service descriptions, pricing, promotions, offers, or availability. We reserve the right, at any time and with or without prior notice (including after You have submitted Your order) to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders. Notwithstanding the foregoing, We undertake no obligation to update, amend or clarify information on our Website or in such documentation, including without limitation, pricing information, except as required by law. We are not responsible if information made available on our Website is not accurate, complete or current. The material on our Websites is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the content on our Website is at Your own risk. 

17. United States Government Use. AON3D sells commercial-item goods and services, as defined by the Federal Acquisition Regulation (“FAR”). Each of the software components that constitute the Cloud Service and AON3D Documentation is a “commercial product” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Cloud Service and AON3D Documentation as are granted to all other end users, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government customers and their contractors. 

18. Export Control. The Cloud Service utilizes software and technology that may be subject to US export control laws, including the US Export Administration Act and its associated regulations, as well as export controls administered by Canada and other countries. You shall not, directly or indirectly, export, re-export, or release the Cloud Service or the software or technology included in the Cloud Service to, or make the Cloud Service or the software or technology included in the Cloud Service accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, regulation, or rule. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making the Cloud Service or the software or technology included in the Cloud Service available outside the US and Canada. You represent and warrant that You: (i) are not located within a nation or region that is subject to comprehensive U.S. trade sanctions or restrictions; (ii) are not identified on any U.S. government restricted party lists (including, without limitation, the U.S. Treasury Department’s List of Specially Designated Nationals and Other Blocked Persons, the U.S. Department of Commerce’s Denied Party List, Entity List and Unverified List and the U.S. Department of State’s proliferation-related lists), or owned or controlled by any such person; (iii) will not, unless otherwise authorized under the Export Control Laws, use the AON3D Resources for any restricted end use, including, without limitation, design, analysis, simulation, estimation, testing, or other activities related to nuclear, chemical/biological weapons, rocket systems or unmanned air vehicles applications; and (iv) will not upload Content that is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You further agree that You will not use the AON3D Resources to disclose, transfer, download, export or re-export, directly or indirectly, Content, third party materials or any other content or material to any country, entity or other party that is ineligible to receive such items under the Export Control Laws or under other laws or regulations. 

19. Choice of Law; Jury Trial Waiver. If you are domiciled outside of the Province of Quebec, Canada (a) these Terms will be governed by and construed in accordance with the applicable laws of the State of New York, USA, without regard to any choice of law principles, and (b) each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms must be brought solely in a State or Federal court in New York, New York, USA, and each party irrevocably submits to the sole and exclusive personal jurisdiction of those courts. If you are domiciled in the Province of Quebec, Canada (y) these Terms will be governed by and construed in accordance with the laws of the Province of Quebec, Canada and the laws of Canada applicable to contracts between Quebec residents and to be performed in Quebec without regard to any choice of law principles, and (z) each party irrevocably agrees that any legal action, suit or proceeding arising out of or related to these Terms must be brought solely in the Courts of the District of Montreal, Province of Québec, and each party irrevocably submits to the sole and exclusive personal jurisdiction of those courts. Each Party agrees to irrevocably waive its right to a trial by jury as to all disputes relating to or arising from this Agreement.  

20. Miscellaneous. 

1. These Terms and any additional terms included in the AON3D Documentation constitute the entire agreement and understanding between You and Us regarding Your access to and use of the Cloud Service. These Terms supersede any prior or contemporaneous agreements, communications and proposals, whether oral or written, between You and us (including, but not limited to, any prior versions of these Terms). For clarity, We object to and reject any additional or different terms proposed by You, including those contained in Your purchase order or other ordering documents, acceptance or website, even if such terms were provided to Us prior to Your acceptance of these Terms. No Resellers of AON3D has any authority to vary any of the terms and conditions set forth herein. 

2. AON3D may send You information about the Cloud Service, any information we are required to provide You by law, and certain other additional information. AON3D may provide this information to You by email at the address You provided when You placed an order with us, or such other email address used by You in conjunction with a Cloud Services account. Notices emailed to You will be deemed given and received when the email is sent. You may provide legal notices to AON3D via email to help@aon3d.com, with a duplicate copy sent via national or international overnight courier service to the following address: Made in 3D Canada Inc. Attn: CEO 9494 Boulevard St. Laurent Suite 600 Montreal, QC H2N 1P4. Any such notice, in either case, must specifically reference that it is a notice given under these Terms. 

3. If any provision of these Terms is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other provision.   

4. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms operates or may be construed as a waiver. No single or partial exercise of any right, remedy, power, or privilege under these Terms precludes any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Unless expressly stated to be exclusive, the remedies provided in these Terms are not exclusive. 

5. Any provision that should survive termination of these Terms to fulfill its essential purpose, will survive, including but not limited to the sections addressing Intellectual Property Rights (Section 9), Confidentiality (Section 8), Indemnification (Section 11), Disclaimers/Limitation of Liability (Section 12), and Miscellaneous (Section 20).  

6. Neither party will be liable for any delayed or failed performance of its obligations under these Terms due to causes beyond its reasonable control, including, but not limited to, natural disasters, pandemics epidemics, violence such as war, terrorist acts, and civil unrest, government authority, strike or labor disputes, fires or other loss of facilities, and other similar occurrences as long as such party is diligently attempting to limit the impacts of such causes on its performance. 

7. We and You agree that no joint venture, partnership, employment, or agency relationship exists between us as a result of these Terms and that We are acting as an independent contractor in performing any services for You. Neither party will have the authority to obligate or bind the other in any manner, and no provision of these Terms gives rise or is intended to give rise to any rights of any kind to any third parties. Neither party will represent to the contrary, either expressly, implicitly or otherwise. 

8. You will not assign or transfer Your rights and obligations under these Terms, including any assignment or transfer by operation of law or otherwise, without our express prior written consent. We may freely assign these Terms, including without limitation to our successor in a merger, acquisition or other change of control, including without limitation the sale of all or substantially all of its assets, stock or business to which these Terms relate. 

9. These Terms are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing in these Terms are intended to confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever. 

10. No failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms operates or may be construed as a waiver. No single or partial exercise of any right, remedy, power, or privilege under these Terms preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. Unless expressly stated to be exclusive, the remedies provided in these Terms are not exclusive. 

Questions about the Terms of Service should be sent to us at info@aon3d.com.