MFG Terms and Conditions
Last updated: March 13, 2023
The following are terms and conditions of a legal agreement between you and Shapeways, Holdings, Inc. and its affiliates, partners and vendors (collectively, “Shapeways”, “we”, “us” or “our”). These terms and conditions (collectively with Shapeways’ Privacy Statement , Independent Controller Data Processing Addendum, and Content Policy, the “Terms and Conditions”) govern your use of the MFG platform, (the “MFG Platform” or “MFG”), and the services, features, and content we offer (together with MFG and the Applications, “MFG Services” or “Services”). Any new features or tools which are added to the current Services shall also be subject to the Terms and Conditions.
By using the Services, you acknowledge you have read, understood, agree and are authorized to be bound by these Terms and Conditions and to comply with all applicable laws and regulations. You also certify that any content uploaded to MFG does not violate any federal law or regulation including those pertaining to firearms, or applicable standards maintained by ISO, ASTM, ASME, or other similarly situated body. If you do not agree with these Terms and Conditions, you should not use MFG, Applications, or Services.
1. MFG Services
The MFG Services are made up of different services provided through the MFG Platform. MFG provides an online marketplace connecting buyers of custom parts to manufacturers.
2. Account Terms
You represent and warrant that you are at least 18 years of age to use these Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms and Conditions are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms and Conditions or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.
To use some Services, you must register for an MFG account on the Services (an “Account”). You must provide current, accurate identification, contact, and other information that may be required as part of the Account registration process and/or continued use of the Service, and you must keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are responsible for maintaining the confidentiality of your Service password and Account, and are solely responsible for all activities that occur on your Account. You must notify us immediately of any change in your eligibility to use the Services, breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. 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 anyone at any time for any reason. We further reserve the right to modify the Services (or any part thereof) with or without notice (unless otherwise required by applicable law). You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.
3. Paid Membership Subscription Agreements (Only)
Services under a Paid Membership Subscription are available to corporations, other business entities and individuals that have accepted these Terms and Conditions by completing and signing their membership Subscription Order Form, either on paper or electronic form. These individuals and entities known as “Paid Suppliers” or “Paid Members” represent that they are legally permitted in their jurisdiction to enter into agreements for the purchase of the services offered by the MFG website and that they are also legally able to offer goods and services in accordance with those that they may quote on via the MFG marketplace.
A Paid Membership Subscription is only for the designated user. Shapeways reserves all rights as to the granting of a Paid Membership Subscription. Prior to utilizing the MFG website, Paid Members are required to complete their profiles with accurate and current information.
The Subscription Term, Listing Tier, Billing Frequency, Billing Rate and other membership information is noted on your Subscription Order Form. In addition, access to Requests for Quotes (“RFQ”) are limited to those regions and capabilities subscribed on the Subscription Order Form.
Paid Membership Subscription fees are non-refundable and provided that full payment has been made for the Subscription Term selected, service may be cancelled by notifying an account representative in writing or by emailing firstname.lastname@example.org at least 30 days prior to the Subscription End Date. Paid Membership Subscription fees are considered delinquent if those fees are not received on the date of your scheduled payment date. In this instance, Shapeways reserves the right to suspend your service and to bill the balance of your remaining membership obligation. Additionally, Shapeways is entitled to recover any sums expended in connection with the collection of delinquent amounts, including reasonable attorney’s fees. Service may be restored once the complete membership obligation has been paid. The Subscription End Date will not be extended to cover any time your service was suspended. You authorize Shapeways to store your payment method(s) and to automatically charge your payment method(s) until you cancel. If the authorized payment method(s) expires prior to the payment of all obligated installments, you agree to provide a new form of payment prior to the expiration date.
Following the Subscription End Date, and unless service is cancelled, your Paid Membership Subscription will auto renew to a new subscription at the same price and terms as your original subscription or be switched to a monthly auto renewal membership (“Monthly Membership Auto Renewal”).
Under Monthly Membership Auto Renewal, you will be charged monthly, prorated at your original subscription price and term. Customers on a Monthly Membership Auto Renewal can cancel their Membership Auto Renewal subscription at any time by contacting Shapeways or, if available, by following the steps set forth on the MFG website for auto renewal membership. Keep in mind if you cancel your subscription, your subscription will not automatically renew. However, your MFG service will continue for the remaining days in your existing (already paid for) subscription term. No further payments will be made once you cancel your Membership Auto Renewal.
From time to time, Shapeways contracts with third party vendors to provide “value-added” benefits to its Paid Members that choose to participate in such a program. Paid Members that choose to participate in such benefit programs must (i) accept the terms and conditions of the vendor providing the benefits and (ii) remain a Paid Member of MFG to receive the benefits.
4. Buyers and Suppliers
Buyers including Engineers, Sourcing Professionals and all others registering as buyers and sourcing on MFG (“Buyers”) represent that they are the owners of the intellectual property placed on the MFG website for sourcing or that they have the full authority to do so, including to place drawings on the website which are then disseminated to the supplier community. Shapeways does not guarantee that quotes will be received by Buyers sourcing RFQs.
Suppliers and all others registering as suppliers and providing quotes on MFG (“Suppliers”) further represent that they will respect the intellectual property of the Buyers, including abiding by the confidentiality agreements and non-disclosure agreements specified by Buyers.
Buyers and Suppliers are responsible for performing their own due diligence on one another prior to soliciting quotes or providing quotes or awarding work and transacting business. This due diligence may take forms not provided by the MFG website.
Shapeways is not directly involved in or otherwise a party to any transactions that may take place between Buyers and Suppliers. Shapeways has no control over the accuracy, quality, capacity, safety, legality or any other aspect of any transaction or proposed transaction, including but not limited to the Buyer’s request for quotes or purchase orders, the Supplier’s quotes or any claims made by Suppliers about the products or services they offer,the ability of Suppliers to manufacture or fulfill the items, the Supplier’s invoicing accuracy or capabilities, or the ability of Buyer to pay for the items. Shapeways does not conduct background checks regarding any users of the Site and our verification process for Suppliers is limited. Shapeways is not a broker or agent for any users of the Services, whether they be Buyers or Suppliers. Shapeways makes no representations, warranties or guarantees regarding any content or information provided by the Suppliers. We encourage you to communicate directly with potential transaction partners through the tools available through the MFG Platform. All transactions between Buyers and Suppliers are made at each party’s own risk.
Point of Sale and Transaction Options: Shapeways offers Supplier’s the option of utilizing Shapeways’ transaction platform to accept payment.
5. User Content, Your License to Us and Rules for User Content.
By submitting communications, photos, data, information, reviews/opinions or any other content (“User Content”) to Shapeways, you are (i) authorizing us to use such User Content (including, where applicable, your name, image and likeness) and (ii) granting us a limited, non-exclusive, royalty-free, sublicensable, irrevocable right and license to copy, use, distribute, reproduce, modify, display, perform, create derivative works from, store and otherwise use such User Content, in any media known now or in the future. You represent and warrant that you have sufficient rights in the User Content to make this grant. You understand and agree that User Content submitted through the website is not confidential or proprietary.
Shapeways does not endorse the accuracy or reliability of any User Commentary, and User Commentary does not reflect the views of Shapeways. Shapeways ACCEPTS NO LIABILITY WHATSOEVER FOR USER CONTENT OR USER COMMENTARY.
Please note that we do not seek any unsolicited ideas or improvements for the Services and that any unsolicited ideas or improvements you submit are deemed User Content and licensed to us as set forth herein. In addition, Shapeways retains all of the rights held by members of the general public with regard to your unsolicited ideas and improvements. Shapeways’ receipt of your unsolicited ideas and improvements is not an admission by us of their novelty, priority, or originality, and it does not restrict Shapeways’ right to contest existing or future intellectual property rights relating to your unsolicited ideas and improvements in any way.
Termination of your membership does not entitle you to a refund of any pre-paid fees and does not relieve you of any ongoing financial obligations due under any Paid Membership Subscription or to fulfill contractual obligations to other members of MFG.
7. Use of Downloadable Software
Any software that may be downloaded from this website is licensed subject to the terms of the applicable license agreements. Except for rights granted pursuant to such license agreements, Shapeways and its licensors reserve all intellectual property rights, title and interest in such software.
8. Use of the Website
Copyright and all other proprietary rights in the content of Shapeways and the Services (including but not limited to software, audio, video, text and photographs) rests with Shapeways or its licensors. All rights in the content not expressly granted herein are reserved. Any other use of the content, including without limitation distribution, reproduction, modification, display or transmission without the prior written consent of Shapeways is prohibited. 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.
Since the MFG Platform is a web based service, it might be subject to temporary downtime. From time to time we also update the Platform, which will result in the Platform not being available for a certain period of time. We will endeavor to ensure that the Platform operates reliably and consistently, but we do not warrant that the Platform will operate uninterrupted without any faults. We do not guarantee that any content will be made available on the MFG Platform or through the Services. We are not responsible for any losses suffered by you as a result of any interruption of the MFG Platform, or by the suspension of your access to the MFG Platform.
9. Consent to Use of Personal Data
By using our Services you agree that Shapeways may collect and use personal data about you. Such information collected through the Services shall only be used in accordance with the Shapeways Privacy Statement.
You shall defend, indemnify, and hold harmless us, our affiliates, vendors, and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the MFG Platform, content, or otherwise from your User Content, violation of these Terms and Conditions, infringement by you, or any third party using your Account or identity on the MFG Platform, of any intellectual property or other right, claim or action, including but not limited to personal injury or property damage of any person or entity, or any dispute or issue between you and any third party, including, but not limited to your end customer or any financial institution with respect to services provided by you. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.
Should a dispute arise between you and any other user or users of the MFG Platform, or an outside party, you release Shapeways from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Shapeways encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable and appropriate.
Shapeways, for the benefit of users, may elect to assist users resolve disputes, however, Shapeways does so in its sole and exclusive discretion, and Shapeways undertakes no formal obligation to resolve disputes between users or between users and outside parties. To the extent that Shapeways attempts to resolve such disputes, Shapeways does so in good faith and based solely on its policies. Shapeways will not make judgments regarding legal issues or claims.
11. No Warranty
SHAPEWAYS PROVIDES THE SITE “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION, EXPRESS, IMPLIED OR STATUTORY. YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE IS AT YOUR SOLE RISK AND THAT SHAPEWAYS DOES NOT REPRESENT OR WARRANT TO YOU THAT: (i) YOUR USE OF THE SITE WILL MEET YOUR REQUIREMENTS; (ii) YOUR USE OF THE SITE WILL BE UNINTERRUPTED, TIMELY, SECURE OR FREE FROM ERROR; (iii) ANY INFORMATION OBTAINED BY YOU AS A RESULT OF YOUR USE OF THE SITE WILL BE ACCURATE OR RELIABLE; AND (iv) THAT DEFECTS IN THE OPERATION OR FUNCTIONALITY OF ANY SOFTWARE PROVIDED TO YOU AS A PART OF THE SITE WILL BE CORRECTED. SHAPEWAYS SPECIFICALLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM SHAPEWAYS SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.
12. Limitation of Liability
IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR SUPPLIERS, BE LIABLE UNDER ANY CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOSS OF INCOME, LOSS OF PROFITS, LOSS OF CONTRACTS, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND (HOWSOEVER ARISING) , (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE PAID MEMBERSHIP FEE DURING THE TWELVE MONTH PERIOD PRECEDING THE EVENT.
YOU AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE TERMS AND CONDITIONS, THE PLATFORM OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED. SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU. YOU MAY ALSO HAVE OTHER RIGHTS THAT VARY FROM STATE TO STATE.
13. Applicable Law
These Terms and Conditions and the use of Services 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. You agree that any and all disputes arising from or relating to the subject matter of these Terms and Conditions, including disputes relating to the validity thereof, and any disputes related to the use of the Services, shall be governed by the exclusive jurisdiction and venue of the federal and state courts located New York County, New York, USA.
14. Entire Agreement
(a) Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.
(b) Assignment. These Terms and Conditions are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.
(c) Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and Conditions and neither party has any authority of any kind to bind the other in any respect.
(d) Notices. Unless otherwise specified in these Term and Conditions, all notices under these Terms and Conditions will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to email@example.com.
(e) No Waiver. Our failure to enforce any part of these Terms and Conditions shall not constitute a waiver of our right to later enforce that or any other part of these Terms and Conditions. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms and Conditions to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.
(f) Headings. The section and paragraph headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.
(g) Feedback. Since we always want to further improve our Services, we welcome all comments, suggestions, recommendations and feedback (collectively, the “Feedback”). You hereby grant to us a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Services.
16. Contact Information
If you have any questions regarding these Terms and Conditions or the Services, you can contact us by sending an email.
17. Changes to These Terms
We reserve the right to change these Terms and Conditions from time to time and will post any revisions on our Website and may also provide notice to you through the service or via email. Therefore we encourage you to check the Website often to read the latest version. All transactions are subject to the Terms and Conditions in effect at the time of the transaction.