1.1.1 API License . Mixed Dimensions grants to you a non-exclusive, royalty-free, paid-up, worldwide license to use the API for your internal use, including, but not limited to, making the functionality of the API available to your end users and customers (“Customers”) as required for Customers to Repair 3D models. You agree not to disassemble, decompile, or reverse engineer the API nor permit any third party to do so, except to the extent such restrictions are prohibited by law. Your rights in the API will be limited to those expressly granted in this Agreement. Mixed Dimensions reserves all rights and licenses in and to the API not expressly granted to you under this Agreement.
1.1.2 API Changes. The API and its features are subject to change at any time without notice.
3.1.1 Developer Payment. When a subscription is purchased via your App or website, Developer shall earn a commission of ten percent (10%) of monies received for your Customer’s first month subscription. This commission shall be reduced based on any third-party administration fees (e.g. banking, PayPal, etc.) incurred by Mixed Dimensions while processing the Developer’s payment. The commission rate of ten percent (10%) is valid for a period of six (6) months from the date of the Agreement and such rate may be evaluated every 6 (six) months of the Term. Mixed Dimensions will accrue the commissions and transfer it to the Developer within thirty (30) days of the end of each Mixed Dimensions fiscal quarter.
If your credit card is denied for payment on any transaction, Mixed Dimensions shall notify you and if payment is not resolved within two (2) business days then Mixed Dimensions shall have the right to terminate this Agreement and your and your Customer’s access to the Repair Services.
You are responsible for all fraud and chargebacks tied to your use of the API.
Mixed Dimensions does not warrant that the use of the Repair Service will be uninterrupted or error free and therefore disclaims all responsibility and liability for the availability, timeliness, security or reliability of the Service.
THIS SERVICE IS OFFERED “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY.
You shall indemnify, defend and hold harmless Mixed Dimensions, all Mixed Dimensions Affiliates, and their respective officers, directors, agents, employees and assigns, from and against any and all third party claims, demands, liability, suits, judgments, losses, or expenses of any nature whatsoever (including attorneys’ fees) arising directly or indirectly from or out of: (i) any third party claim based on the allegation that the Products manufactured by you or your Customers in compliance with your Designs or your Customer’s Designs, specifications, or models, may or have caused death or personal injuries or real property damage, unless the claim is related to a defect directly and solely resulting from the Repair to the Design; (ii) any breach of Developer’s representations or warranties or confidentiality obligations set forth herein; (iii) any breach of the terms and conditions of this Agreement; (iv) any claim that arises from the use of a stolen or misappropriated credit card to us to pay for API transactions; and (v) any third party claim, action, or proceeding alleging infringement or misappropriation of any Intellectual Property Rights in connection with the Designs or models submitted by you or your Customers to Mixed Dimensions for Repair. The provisions of this Section shall survive the expiration or early termination of this Agreement.
EXCEPT FOR LIABILITY ARISING PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY OBLIGATIONS, IN NO EVENT WILL EITHER PARTY, ITS AFFILIATES OR THEIR RESPECTIVE DIRECTORS, OFFICERS OR EMPLOYEES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER THEORY OR LIABILITY, WHETHER OR NOT THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF SUCH DAMAGES ARE FORESEEABLE.
EXCEPT FOR LIABILITY ARISING PURSUANT TO A PARTY’S INDEMNIFICATION OBLIGATIONS OR A BREACH OF CONFIDENTIALITY OBLIGATIONS, EACH PARTY’S LIABILITY TO THE OTHER IN CONNECTION WITH THIS AGREEMENT, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER THEORY OF LIABILITY, SHALL NOT IN THE AGGREGATE EXCEED THE TOTAL AMOUNT PAID OR PAYABLE UNDER THIS AGREEMENT.
The terms and conditions of this Agreement and the Services shall be governed by the laws of California, USA without regard to the conflicts of law principles thereof that would apply the law of any jurisdiction other than California, USA. Any and all disputes arising from this Agreement, including disputes relating to the validity thereof, and any disputes related to the use of the API and or the Repair Service, shall be brought in the federal and state courts located in San Francisco, California, USA.
The relationship between the parties is that of an independent contractor and each party is solely responsible for all of its taxes, withholdings, and other similar statutory obligations. The parties do not have any authority to act on behalf of or to enter into any contract, incur any liability or make any representation on behalf of the other party. Nothing contained in this Agreement shall be construed to create a partnership, joint venture, franchise, or agency relationship between the parties.
This Agreement is not transferable or assignable by you, whether in whole or in part, voluntarily or otherwise by operation of law without the prior written consent of Mixed Dimensions. If such consent is granted this Agreement, it shall be transferred and assigned to the permitted third party and such permitted third party shall assume all obligations and liabilities herein. Any attempted assignment in violation of this Section will be null and void and of no force or effect. Subject to the foregoing, this Agreement will bind and inure to the benefit of each party’s permitted successors and assigns.
Mixed Dimensions and other Mixed Dimensions graphics and logos are registered trademarks, trademarks, or trade dress of Mixed Dimensions in the U.S. and/or other countries (the “Mixed Dimensions Trademarks”). Subject to full compliance with these Terms, including the Mixed Dimensions branding and attribution guidelines, Mixed Dimensions hereby grants you a limited, personal, non-sublicensable, non-transferable, nonexclusive, revocable license to use the Mixed Dimensions Trademarks as part of your API-based application and to market and promote the integration of the MakePrintable API into your Application and its services (e.g. in flyers, brochures, websites, blogs and mailings) only if you in no way imply that your Application is endorsed or certified by Mixed Dimensions.
You shall not use or alter any text, logos, trademarks, or Mixed Dimensions signature colors in such a way which may suggest endorsement by Mixed Dimensions.
Any use of the Mixed Dimensions Trademarks must be used in its entirety, as provided and must not be altered or used in a misleading way.
You shall not use a mark which is confusingly similar to Mixed Dimensions Trademarks.You must place or display the following prominently on your Application:
Without limiting the foregoing, Mixed Dimensions will have the right to do quality assurance inspections of the Application and withhold the right to use the Mixed Dimensions Trademarks if the quality if not satisfactory to Mixed Dimensions in its sole discretion.
Mixed Dimensions reserves the right at any time in its sole discretion to terminate these terms and your access to the API, with or without notice. Upon termination, your access to the API and Website shall cease. Rights and obligations under this Agreement, as well as any rights or obligations under any rights or obligations under any of the agreements or policies incorporated herein by reference, which either by their nature should survive or which by their terms expressly survive, will remain in full effect after any termination or expiration of the applicable document.
No remedy herein conferred is intended to be exclusive of any other remedy, and each and every such remedy shall be cumulative and shall be in addition to and without prejudice to every other remedy given hereunder or now or hereafter existing at law or in equity or by statute or otherwise. You agree that any breach of the Terms and Conditions will result in irreparable harm to Mixed Dimensions or its affiliates for which damages would be an inadequate remedy and, therefore, in addition to its rights and remedies otherwise available at law, Mixed Dimensions or its affiliates will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs or is threatened. You wave any requirement for the posting of a bond or other security if Mixed Dimensions or its affiliates seek such an injunction.
If any provision of this Agreement is held to be illegal, invalid or unenforceable by a court of competent jurisdiction, such provision shall be construed so as to be enforceable to the maximum extent permissible by law, and the remaining provisions hereof shall remain in full force and effect.
Waivers, to be binding, must be made by writing, referring to this Agreement and signed by both Parties. No waiver of the terms of this Agreement or failure by either Party to exercise any option, right or privilege on any occasion or through a course of dealing shall be construed to be a waiver of future enforcement of the same or any other provision.
The section headings used in this Agreement are provided solely for reference and the convenience of the parties, form no part of this Agreement and shall not affect its interpretation.
This Agreement and the exhibits attached hereto constitute the entire agreement of the Parties as to the subject matter covered herein and supersede all prior oral or written agreements, proposals, understandings, representations, conditions and promises relating thereto. Additionally, unless otherwise specified in this Agreement, the Parties shall not be subject to any form terms and conditions including, but not limited to, any click-through terms, shrink-wrap agreements, or other terms that may be included in any other documents (e.g., invoices). This Agreement may not be modified or amended except by a written instrument referring to this Agreement and signed on behalf of both parties.