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All customer communications are treated as confidential. No customer documents files or emails will be disclosed to any party outside of AVID Rapid Prototyping Services without the written consent of the customer. Below is our detailed customer agreement which AVID Rapid Prototyping Services follows.
Once electronic confirmation of the Order has been received by Avid Rapid Prototyping, the order is binding. Due to the complex nature of prototypes Avid Rapid Prototyping reserves the right to reject any Order for any reason.
Prototypes are meant only as a geometric representation of a design and are not meant for functional testing. All orders are guaranteed to be free of manufacturing defects. Orders May be canceled only if the job has not been started by Avid Rapid Prototyping. Avid Rapid Prototyping should be notified as soon as possible in the event of a desired order cancellation. Best attempts are made to produce prototypes within the estimated ship date but because of the nature of custom part design occasionally the manufacture can take longer.
If Avid Rapid Prototyping is unable to meet Customer’s reasonable satisfaction and the Customer notifies Avid Rapid Prototyping within two business days of receiving such Prototype, the Customer may return the Prototype at his/her own expense and receive a full refund of the Fees for that Prototype (exclusive of taxes and charges). Failure to return a Prototype during such two business day period shall be deemed acceptance of the Prototype by the Customer.
The entire right, title and interest, including all copyright, patent, trade secret, mask work and trademark rights (“Intellectual Property”), in and pertaining to any Specifications and the applicable Prototype shall be owned solely by the Customer. Avid Rapid Prototyping hereby assigns and agrees to assign to the Customer all Intellectual Property created in the production of a Prototype.
Avid Rapid Prototyping acknowledges and agrees that any Specifications and documentation and communications pertaining thereto may contain valuable proprietary information, ideas, and expressions of the Customer (“Confidential Information”). Accordingly, Avid Rapid Prototyping shall use no less than a reasonable degree of care (and require that its employees, if any, use such care) to keep such Confidential Information confidential, and shall not use or disclose such Confidential Information except as required to perform the Services. The foregoing obligations of confidentiality shall not apply to information in Avid Rapid Prototyping ’s possession before disclosure by the Customer, information independently disclosed to or developed by any Service Bureau, information that is generally publicly available, nor to any disclosure of information required by law or court order.
The Customer acknowledges the following limitations of the Prototypes: (a) each Prototype is not a precise replica, but only a geometric representation that is not exact in terms of material composition and surface quality; (b) each Prototype is for visual purposes only and is not intended for functional testing, tooling or fixturing, or any actual use; and (c) any uses that the Customer makes of a Prototype are entirely the Customer’s responsibility.
The Customer hereby warrants that (a) it has the right to provide the Specifications to Avid Rapid Prototyping; (b) Avid Rapid Prototyping’s use of the Specifications and such other materials provided by the Customer to produce a Prototype will not violate or infringe any Intellectual Property of any third party; and (c) any software delivered by the Customer to Avid Rapid Prototyping, will be free of any viruses, time bombs and other harmful computer programs.
The Customer shall indemnify, defend and hold harmless Avid Rapid Prototyping and their directors, officers, employees and agents(if any) from all losses, liabilities, damages and expenses (including reasonable attorneys’ fees and costs) that they may suffer as a result of any claims, demands, actions or other proceedings made or instituted by any third party against any of them and arising out of: (i) any claim that any Specifications, Prototypes or any other materials provided to Avid Rapid Prototyping in connection with an Order infringe the Intellectual Property of any third party; or (ii) any use of a Prototype by the Customer or its employees, agents or contractors.
Neither the Customer, Avid Rapid Prototyping, to the extent that such breach is caused by factors outside its reasonable ability to foresee and avoid (provided that such party makes diligent good faith efforts to remedy the breach as soon as possible), including without limitation war, acts of God, terrorism, natural disaster, or third party communications or encryption failure.
This Agreement and any accompanying Orders embody the entire understanding between the parties and supersede any prior understanding and agreements between and among them respecting the subject matter hereof. Avid Rapid Prototyping may at any time change or modify the terms of this Agreement by providing the Customer with 30 days written notice of such change or modification. If the Customer does not agree with any change or modification, the Customer may terminate this Agreement on notice to Avid Rapid Prototyping.
The parties hereto are independent contractors and are not, and shall not represent themselves as, principal and agent, partners or joint venturers. No party shall attempt to act, or represent itself as having the power, to bind another party or create any obligation on behalf of another party. Each party shall be solely responsible for the employment, direction and control of its employees and their acts.
Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. The parties agree that (a) the provisions of this Agreement shall be severable in the event that any of the provisions hereof are for any reason whatsoever invalid, void or otherwise unenforceable, (b) such invalid, void or otherwise unenforceable provisions shall be automatically replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (c) the remaining provisions shall remain enforceable to the fullest extent permitted by law.
The Customer shall not assign the rights and obligations under this Agreement without the written consent of Avid Rapid Prototyping. Any assignment in breach of this provision shall be void.
Avid Rapid Prototyping Services
2737 Dee Peppers Drive
Knoxville, TN 37931
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