Service Agreement and General Terms of Sale

This agreement (“Agreement”) applies to any use of the Dynamism Manufacturing On Demand (DMOD) service (“Service”) by a customer (“Client, Customer, you, your”) from Dynamism, Inc, having its place of business at 207 E Ohio Street, Suite 200, Chicago IL 60611 (“Dynamism, DMOD, Company, we, our, and us”).

1. General
   1. By placing an order (“Order”) with DMOD you agree to accept and are bound by the Agreement on behalf of yourself or the entity you represent. You further represent and warrant that you have the right and authority to enter into a binding agreement on behalf of yourself or the entity you represent.
   2. No alteration of this Agreement, including conditions preprinted or referred to within an Order, will bind Dynamism, unless explicitly accepted by us in writing. All such nonbinding terms are hereby rejected by both parties. Dynamism’s failure to object to provisions contained in any Order or fulfillment of an Order shall not be construed as a waiver of this Agreement, nor an acceptance of any such provisions.
   3. This Agreement may be modified from time to time and at our sole discretion. The current version of the Agreement can be found posted at [https://www.dynamism.com/dmod-terms-and-conditions.html] and any change or update will be effective immediately upon being posted. Should you not want to agree with any condition or term in the Agreement your only recourse shall be to discontinue use of the Service. Such discontinuation shall not relieve you of any existing obligations with respect to Payment or Confidential Data.
2. Service and Orders
   1. You are responsible for ensuring that all information provided in an Order is complete and accurate. You agree that any changes made to an order after submission may result in additional charges and a revised delivery timetable.
   2. Once accepted, an Order constitutes a binding commitment by you to purchase the parts describe therein to which this Agreement applies.
   3. Dynamism can reject any order at its sole discretion. Orders are deemed accepted once fulfilled by Dynamism, or when acceptance is explicitly confirmed in writing by Dynamism.
   4. Once production of an Order begins, the Order cannot be cancelled or modified.
   5. If an order includes specific tolerances, it is your responsibility to provide a technical drawing with the relevant specifications, and to ensure this is indicated in the quotation and reflected correctly in the order.
   6. Dynamism will not be responsible for incorrectly designed parts or parts produced based on incorrectly provided CAD data.
   7. Dynamism rejects all responsibility for material selection and material suitability for your part. Unless specifically agreed to in writing, Dynamism is not responsible for fit or assembly of parts.
3. Subcontracting
   1. Certain manufacturing processes are performed for the Service by Azoth3D LLC (“Azoth3D”) as a fully authorized subcontractor for Dynamism. Confidential Data will be shared only as is required for the Service and Azoth3D shall be held to the same standards as Dynamism, and in no case less than a reasonable standard, in protecting Confidential Data.
   2. Dynamism will receive and inspect all parts produced by Azoth3D prior to fulfilling an Order for which Azoth3D manufactured parts on behalf of Dynamism.
4. Payment and Fees
   1. Unless approved in writing, payment is due in full in advance of Order fulfillment.
   2. All payments will be processed by Dynamism Incorporated.
   3. If credit terms are established, Dynamism reserves the right to limit the amount and age of credit allowed, and to suspend delivery of any pending parts when those limits are exceeded.
   4. Fees do not include taxes and similar assessments. We will pass along to you the cost of all applicable sales and excise (and other similar) taxes, duties and charges of any kind imposed by a governmental authority on amounts payable under this Agreement, other than taxes imposed on our income. If you are exempt from such taxes, you must provide us with a true, up-to-date and complete copy of your direct pay permit or exemption certificate.
   5. If special packaging or shipping instructions are agreed to be us, you shall be liable for any additional charges incurred by Dynamism as a consequence thereof, as indicated by Dynamism.

5. Delivery and Inspection
   1. Shipments are sent via commercial carrier at a service level and price established by Dynamism in advance of Order acceptance.
   2. Dynamism will make reasonable efforts to ship an Order within the agreed-upon time frame, but you agree that all shipping or delivery dates are estimates only. Dynamism accepts no liability for delays in delivery or shipment and/or any damage or loss experienced as a result of such delays. Failure to meet a shipping or delivery date does not constitute a breach of this Agreement.
   3. You agree to inspect all parts immediately upon delivery and to notify Dynamism within seven days should any part be found to be missing, damaged, or nonconforming. Failure to so notify Dynamism within seven days shall render an Order accepted by you and non-refundable.
   4. Parts that are established by Dynamism, at our sole discretion, to be damaged or otherwise nonconforming must be returned to Dynamism within ten business days from the date of your first notification to Dynamism of the nonconformity. Parts returned after this period will not be processed or refunded.
   5. Parts that have been modified or altered in any way without the explicit advance written consent of Dynamism are deemed accepted and non-refundable.
6. Ownership and Intellectual Property
   1. As between you and us, you retain exclusive ownership interest in all your property and any other proprietary material or content that you supply us when using the Service.
   2. You grant Dynamism a nonexclusive, royalty-free license to use, reproduce, modify, adapt and prepare derivative works of your property or other proprietary information provided by you to Dynamism solely for the purpose of providing Services or for incorporation into any parts produced under this Agreement.
   3. Any intermediate derivative or adapted works created by Dynamism in the course of fulfilling an Order (including but not limited to sliced files, g-code, support placemements, and updates to Your CAD files) remain the sole property of Dynamism.
   4. Upon delivery of each part as described in the Order, subject to the full satisfaction of all payment obligations, you shall own all right, title and interest of all such parts.
7. Confidentiality
   1. During the Term and thereafter, each receiving party (each, a “Recipient”) will hold in strict confidence any proprietary or confidential information (collectively, “Confidential Data”) of the other party (the “Discloser”) and will not disclose Discloser’s Confidential Data to any third party (other than Azoth3D as permitted in Section 3a above) nor use the Discloser’s Confidential Data for any purpose except for carrying out its obligations or exercising its rights under this Agreement.
   2. These restrictions will not restrict the use or disclosure of information disclosed by one party to the other that (i) is or becomes publicly known other than as a result of any act or omission by the Recipient, (ii) is lawfully received by the Recipient from a third party not in a confidential relationship with the Discloser, or (iii) was already rightfully known by the Recipient prior to receipt thereof from the Discloser. Recipient may disclose Discloser’s Confidential Information to the extent it is legally compelled to do so pursuant to applicable law or the valid order of a court or governmental agency, provided that Recipient must first give the Discloser reasonable prior written notice to permit the Discloser to challenge or limit such required disclosure.
8. Representations
   
   1. You represent and warrant that you have the full right and authority to provide us with all data (including 3D CAD data and drawings), documentation, drawings and specifications, all data you provide is accurate and truthful, and you are authorized to grant the license referred to in Section 6.
   2. You represent that you understand that Dynamism does not accept Export Controlled Data (including without limitation data controlled under ITAR or subject to EAR beyond EAR99) and that any data you provide is not subject to any type of export control.
   3. You represent that you will use all parts manufactured by Dynamism for you in strict accordance with all applicable laws and requirements.
   4. You represent that your provided data contains no weapons of any kind and in the broadest definition, including replicas, toys, components, or accessories that contribute to the functioning of the weapon.
   5. You represent that you understand that Parts created by DMOD, including Parts created using biocompatible materials, are not intended or suitable for any therapeutic or medical use in or upon any human being.
   6. You represent that your data does not violate any intellectual property rights of any kind.
   7. You represent that you are aware that uploading of data (including CAD data and drawings) to manufacture firearms may be punishable by law. Dynamism has a (statutory) obligation to report data and/or Orders that it considers reasonably suspicious.
   8. We reserve the right to review any data you provide and to investigate and/or take action if in our sole discretion we determine that this data was provided counter to these Representations.
   9. We represent that each part we manufacture for the Service shall conform in all material respects to the specifications you provide us when placing an Order. If you provide written notice of a breach of this warranty in section 8i within seven days of the part being delivered, we will review such part and, to the extent that we verify that a breach has occurred, we will promptly manufacture and deliver an updated part that conforms to the warranty in this section. The remedy set forth in section 8i will be your sole and exclusive remedy, and our only and entire obligation and liability.
9. Force Majeure
   1. Dynamism shall not be responsible for any delay or failure in delivery under any Order due to events beyond its reasonable control or acts or omissions or any other occurrence commonly known as force majeure, including but not limited to war, riots, acts of terrorism, acts of God, pandemics, nature disasters, embargoes, strikes, or other concerted acts of workers, casualties or accidents.
10. Disclaimer of Warranties and Limitation of Liability
    1. Except for the express limited warranties provided in section 8g, any part is provided on an “as-is” basis and to the extent permitted by applicable law, Dynamism expressly disclaims any and all warranties and conditions, including without limitation warranties or representations, guarantees, fitness for a particular purpose, accuracy, or non-infringement. If statutory warranties are required by law, all such warranties are limited to within ninety days from the date of delivery.
    2. You hereby release and forever discharge Dynamism (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the parts and/or your Order.
    3. In the event that mandatory law does not allow any of the exclusions or limitations of liability or any of the disclaimers of warranties mentioned in this Agreement, such exclusions, limitations or disclaimers shall be limited to the maximum extent permitted by applicable law.
    4. No advice or information, whether oral or written, obtained from Dynamism, through the website or any representative will create any warranty not expressly made herein.
    5. To the maximum extent permitted by law, Dynamism does not accept liability for any loss of revenue, loss of profits, loss of business or other economic loss resulting from any use of the Service.
    6. To the maximum extent permitted by law, Dynamism will not be liable to you or any third party for any claims, actions, injury, personal injury or death, lost profits, lost data, lost income, loss or damage to property, costs of procurement or substitute products or any direct or indirect, compensatory, consequential, exemplary, incidental, special or punitive damages under any legal theory or form of action (including but not limited to contract, negligence, strict liability in tort or warranty of any kind) arising out of or related to parts, Orders, delivery, or otherwise relating this Agreement, even if advised of the possibility of such damage, or for any claim by any third party.
    7. In no event will we or any of our licensors, service providers or suppliers be liable under or in connection with this Agreement or its subject matter, under any legal or equitable theory, including breach of contract, tort (including negligence), strict liability and otherwise, exceed the aggregate amount paid to us under the order under which the liability arose. The existence of more than one claim will not enlarge this limit. The foregoing limitation applies notwithstanding the failure of any agreed or other remedy of its essential purpose.
11. Miscellaneous
    1. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it most closely matches the original provision and is valid and enforceable to the maximum extent permitted by law. The remaining provisions shall be enforced.
    2. Orders and this Agreement, including your rights and obligations therein, may not be assigned, subcontracted, delegated, or otherwise transferred by You without our prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.
    3. All provisions within this Agreement which by their nature are intended, whether express or implied, to survive the termination or the expiration of an Order, including but not limited to your payment obligations shall survive.
    4. The relationship between the parties is that of independent, contracting parties. Nothing contained in this Agreement will be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party will have authority to contract for or bind the other party in any manner whatsoever.
    5. This Agreement, together with an accepted order, constitute the entire agreement between you and us relating to the subject matter herein and supersedes all previous agreements, arrangements and undertakings between the parties with respect to the subject matter (including but not limited to provisions in your order that are rejected).