OVERVIEW

Last Revised: February 3, 2016.

Voxel8, Inc. (“Voxel8,” “we” or “us”) provides products and services, including, but not limited to our websites that link to these Terms and Conditions, including www.voxel8.co (the “Websites”), the Voxel8 Platform (as defined below) (collectively, the “Service”), and Voxel8's 3D Electronics Printer (the “Voxel8 Printer”).

If you use the Service on behalf of a company, organization, or other entity, then (a) “you” or “your” includes you and that entity, and (b) you represent and warrant that you are authorized to grant all permissions and licenses provided in the Terms and Conditions, make any purchases you make through the Service, and that you agree to the Terms and Conditions on that entity’s behalf.

If you have any questions about these Terms and Conditions, please write to us by email at hello@voxel8.co.

BY CLICKING ACCEPT OR USING THE SERVICE, YOU AGREE TO ALL OF THESE TERMS AND CONDITIONS AS WELL AS THOSE ADDITIONAL TERMS AND CONDITIONS AND POLICIES REFERENCED HEREIN AND/OR MADE AVAILABLE BY VOXEL8; IF YOU DO NOT AGREE TO ALL OF THESE TERMS AND CONDITIONS, YOU MUST NOT [CLICK ACCEPT OR] USE THE SERVICE AND YOU MAY NOT PURCHASE ANY PRODUCTS (INCLUDING WITHOUT LIMITATION, VOXEL8 PRINTERS) THROUGH THE SERVICE.

If these Terms and Conditions are considered an offer, our acceptance is expressly limited to your agreement to these Terms and Conditions.  These Terms and Conditions will expressly supersede any ordering documents, purchase orders, or other ordering or purchasing terms or conditions presented to us by you.

1        Changes

We reserve the right to modify these Terms and Conditions at our sole discretion. Any such modifications will be effective immediately upon posting. The date of the latest revision will always appear at the top of the page. You should periodically check this page to review the current Terms and Conditions.

Voxel8 has the right to change, modify, update, add to, discontinue or retire the Service and any aspect or feature thereof, including but not limited to, hours of availability, hardware and equipment requirements, data storage limits, software updates, and support. Voxel8 may provide notice of material changes to the Service by posting a description of such changes on the Websites.

2         Eligibility

You must be at least 18 years old to use the Service. By agreeing to these Terms and Conditions, you represent that you are at least 18 years old.

3        Technical Requirements

Use of the Service and certain functionality of the Voxel8 Printer may require a compatible computer and Internet access. Your ability to use the Service and Voxel8 Printers may be affected by performance of these items. You acknowledge and agree that all such system requirements, which may be changed from time to time, are your responsibility. Without limiting the foregoing, you must obtain and maintain, and pay all charges, taxes and other costs and fees related to, Internet access, telephone, computer, and other equipment, and any communications or other charges incurred by you to access and use the Service.  Further, you agree to always use the most recent version of the Service made available by Voxel8.

4        Registration

To use certain functionality of the Service and Voxel8 Printersyou must register for an account and submit account information including a name, email address, and password.You agree to provide and maintain accurate and complete registration information about yourself. 

You are responsible for maintaining the confidentiality of your user name and password, and are fully responsible for any and all activities that occur under your account. You agree to (a) immediately notify Voxel8 of any unauthorized use of your password or account or any other breach of security, and (b) ensure that you exit from your account at the end of each session when accessing the Service. Voxel8 will not be responsible or liable for any loss or damage arising from failure to comply with these obligations.

5        License To You

Voxel8 hereby grants to you, subject these Terms and Conditions, a personal, nonexclusive, nontransferable, revocable license, without the right to sublicense, to access and use the documentation, software and other technology supplied by Voxel8 to enable you to use the Voxel8 Printer and receive or access certain functionality of both the Service (the “Voxel8 Platform”) solely in conjunction with using the Service and/or Voxel8 Printers.

You acknowledge and agree that (i) all right, title and interest in and to the Service, including the Voxel8 Platform therein, and all patents, copyrights, trade secrets, trademarks, trade names, service marks, slogans, logos, other trade-identifying symbols and other proprietary rights embodied therein or associated therewith or embodied within or associated with the Voxel8 Printer, (the “Proprietary Materials”) are and shall remain with Voxel8 or its third party licensors; (ii) no right or interest in the Service or Proprietary Materials is conveyed other than the limited licenses granted herein; (iii) the Service and Proprietary Materials are protected by copyright and other intellectual property laws; and (iv) the Service and Proprietary Materials embody valuable confidential and trade secret information of Voxel8 or its licensors, the development of which required the expenditure of considerable time and money.

You agree to protect the Service and the Proprietary Materials from unauthorized access or use, and you agree that you will not use the Service or Proprietary Materials except as expressly permitted herein. Except as specifically permitted herein, you agree that you will not directly or indirectly: (a) distribute, sell, transfer, rent, lease, sublicense or otherwise exploit the Service or Proprietary Materials, any updates, or any part thereof in any unauthorized manner; or (b) copy, adapt, create derivative works of, translate, localize, port, decompile, decode, reverse engineer, reverse assemble, otherwise attempt to learn or discover any source code, or otherwise modify the Service or Proprietary Materials, any updates, or any part thereof in any form or manner by any means. You understand and agree that you are not permitted to: (i) remove or alter any copyright or other proprietary rights notices on or used in the Service or Proprietary Materials(ii) use any data mining, robots, scraping or similar data gathering or extraction methods on or through the Serviceor Proprietary Materials(iii) use any means to discover the trade secrets in the Service or Proprietary Materials; (iv) bypass, delete or disable any copy protection mechanisms or any security mechanisms or (v) otherwise circumvent any functionality that controls access to or otherwise protects the Service or Proprietary Materials. Any attempt to do any of the foregoing is a violation of the rights of Voxel8 and its subsidiaries, affiliates and licensors. If you breach these restrictions, you may be subject to prosecution and damages.

The “Voxel8” name and logo are trademarks and service marks of Voxel8 (collectively the “Voxel8 Marks”). Other company, product, and service names and logos used and displayed via the Service (collectively the “Third Party Marks”) may be trademarks or service marks of their respective owners who may or may not endorse or be affiliated with or connected to Voxel8. Nothing in these Terms and Conditions or the Service should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any of the Voxel8 Marks or Third Party Marks displayed on the Service, without the owner’s prior written permission in each instance. All goodwill generated from the use of theVoxel8 Marks or Third Party Marks will inure to the exclusive benefit of the owner.

Downtime

You acknowledge that your access to and use of the Service may be suspended for the duration of any scheduled or unscheduled downtime or unavailability of any portion or all of the Service for any reason, including as a result of power outages, system failures or other interruptions, or any other acts, omissions or failures on the part of Voxel8.

The terms of the license granted in this Section 5 will govern any software upgrades provided by Voxel8 that replace and/or supplement the original Voxel8 Platform, unless such upgrade is accompanied by a separate license in which case the terms of that license will govern.

6        Third Party Software, Tools and Websites

Certain third party software and components may be provided or made available by Voxel8 or third parties in connection with your use of the Service, including without limitation the Autodesk Project Wire software.  Your use of the Autodesk Project Wire software is governed by a separate license agreement
located at http://www.autodesk.com/company/legal-notices-trademarks.

Additionally, third party links on our Websites or accessible through the Service may also direct you to third party websites that are not affiliated with us. We are not responsible for examining or evaluating the content or accuracy and we do not warrant and will not have any liability or responsibility for any third party websites, or for any other materials, products, or services of third parties.

You agree that Voxel8 will not be responsible or liable for third party products (including without limitation third party software or websites), the acts or omissions of third parties, or any loss or damage occurred as a result of the use of any of the above.

You should make whatever investigation you feel necessary or appropriate before proceeding with any use of such third party software, websites or other third party products.  Complaints, claims, concerns, or questions regarding third party products should be directed to the third party.

7        Feedback

You acknowledge and agree that any and all (i) questions, comments, suggestions, ideas, feedback or other information about the Service provided by you to Voxel8 (collectively “Feedback”), and (ii) improvements, updates, modifications or enhancements, whether made, created or developed by Voxel8 or otherwise relating to the Service (collectively “Revisions”) are and will remain the property of Voxel8. You acknowledge and expressly agree that any contribution of Feedback or Revisions does not and will not give or grantyou any right, title or interest in the Service or in any such Feedback or Revision. All Feedback and Revisions become the sole and exclusive property of Voxel8 and Voxel8 shall be entitled to the unrestricted use and dissemination of Feedback and Revisions for any purpose, commercial or otherwise, without acknowledgment or compensation to youYouhereby assign to Voxel8 any and all right, title and interest (including, but not limited to, any patent, copyright, trade secret, trademark, show-how, know-how, moral rights and any and all other intellectual property rights) that you may have in and to any and all Feedback and Revisions. At Voxel8’s request, you will execute any document, registration or filing required to give effect to the foregoing assignment.

8        Your Obligations

You are solely responsible for your use of and activity in relation to the ServiceYour permission to use the Service is conditioned upon the following use and conduct restrictions.You agree that you will not under any circumstances use the Service to:

  1. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;
  2. violate any terms which may be applicable for any particular area of the Service; or intentionally or unintentionally violate any applicable local, state, national or international law, or any regulations having the force of law;
  3. use the Service in any unlawful manner or in any manner that could damage, disable, overburden, or impair the Service or interfere with any other party's use and enjoyment of the Service; or
  4. obtain or attempt to access or otherwise obtain any materials or information through any means not intentionally made available or provided for through the Service.

The Service is operated from within the United States. You agree to comply with all local, state, federal, and national laws, statutes, ordinances, and regulations that apply to youruse of the Service.

You warrant that you are the owner or legal custodian of, or otherwise have the right to provide to Voxel8, all programs, data, information and other content transmitted via the Platform and hosted through the Service, (“Data”) and have the full authority to transmit and store the Data through the Service. You hereby grant Voxel8 a nonexclusive, transferable, irrevocable license, with the right to sublicense, to access, store and use the Data that you transit via the Service for the purposes of providing, improving and monitoring the use of, the Service.  You acknowledge that you bear sole responsibility for adequate security, protection and backup of your Data on your equipment. You understand that the Service may store and backup files that are no longer usable due to corruption from viruses, software malfunctions and other causes, which might result in you restoring files that are no longer usable. Without limiting the generality of the foregoing, Voxel8 will have no liability to you for any unauthorized access to, or use, alteration, corruption, deletion, destruction or loss of any of your Data. You hereby grant Voxel8 a perpetual, irrevocable, non-exclusive, worldwide right to use your Data for the purposes of improving and creating new Voxel8 products and services.

You hereby grant Voxel8 a limited, non-exclusive, worldwide right and license to use your name, company name, trademarks and logos, on our Websites and in our sales and marketing materials.

9  Purchases of Voxel8 Printers

Voxel8 offers on the Service the ability to purchase a Voxel8 Printer and any other product from us (“Products”).  When you purchase a Product, it is an agreement between Voxel8 and yourself, and may not be altered, supplemented or amended by any other document unless the new document is signed by both Voxel8 and you.  The software and documentation accompanying or made available to you through your purchase or use of the Voxel8 Printer or any other Products, in read only memory, on any other media or in any other form, are licensed, not sold, to you as part of the Voxel8 Platform subject and pursuant to Section 5 of these Terms and Conditions.

Product Descriptions. All descriptions of our Products are subject to change at any time, with or without notice, in our sole discretion. Further, we reserve the right to modify or discontinue any of our Products any time, with or without notice in our sole discretion. The information provided online with respect to products may be out of date, and we make no commitment to update the information provided online with respect to products and services. 

Your Account Information. When placing an order, you agree to provide current, complete and accurate purchase and account information. You agree to promptly update your account and other information, including your email address so that we can complete your transactions and contact you as needed.

Shipping. Product title passes to you when the product is shipped. You have 15 days to notify us of any missing, wrong, or damaged products of Voxel8 cannot be held responsible for these issues.  

Prices.  Our prices are subject to change at any time with or without notice at our sole discretion and we reserve the right to correct any pricing errors that may inadvertently occur. Further, our prices do not include shipping; value added, sales or use taxes; duties; tariffs; or other similar taxes or charges.  You will be charged separately for such amounts and will be responsible for paying such amounts.  You agree to indemnify and hold Voxel8 harmless from and against any liabilities, interest, penalties or fees assessed against Voxel8 arising from your failure to pay any such amounts. Unless otherwise set forth herein, all amounts are payable in U.S. dollars and are nonrefundable.

Acceptance and Fulfillment. All orders are subject to acceptance by Voxel8. After you place an order, you will receive an email from Voxel8 confirming that Voxel8 has received it. Voxel8 reserves the right to restrict the quantities of your order or not to accept your order for any or no reason. In the event that we make a change to or cancel an order, we will attempt to notify you by contacting the e-mail and/or billing address/phone number provided at the time the order was made. If we cancel an order for which we have already received your payment, we will refund to you the amount paid. We are currently accepting pre-orders for our Developer’s Kit and expect to begin shipping this Product sometime in the second quarter of 2016.

Resale. Purchases of our Products are intended for end users only, and are not authorized for resale.

Export; Compliance with Law. Our Products, including without limitation Voxel Printers, are subject U.S. and foreign export control laws and regulations and must be purchased, sold, exported, re-exported, transferred and used in compliance with such export laws and regulations. Any offer for any Product is void where prohibited by law. You may not use or otherwise export or re-export the Products except in accordance with applicable export laws.  In particular, but not in limitation, you may not export or re-export the Products into any U.S. embargoed countries or to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.  You represent that you are not located in any country or on any list where the sale of any Product to you would violate applicable law.  You also agree that you will not use the Products for any purposes prohibited by applicable law.

Return Policy

You may return to us any item that you purchased from us in accordance with the following terms:

30 Days. You can return items to us within 30 days of the date they were shipped to you.  After 30 days, we do not accept returns. You may only return Products purchased directly from us. 

Condition. The item being returned must be unused, undamaged, complete with all parts and accessories, in the same condition you received it, and in its original packaging. Returns of consumables will not be accepted if packaging is opened.

Return to Manufacturer Authorization (RMA). Before returning an item, contact us at [support@voxel8.co] to explain the reason for the return, the details of your original order, and whether you want a refund or an exchange. As appropriate, we will issue you an RMA number, which you need to include in the package for the returned item, along with a copy of the original order information. We do not accept returned items for which an RMA has not been issued.

Shipping. You must pack the item to prevent damage in transit and insure the package for its value, as you will be responsible for damage or loss in transit. We recommend you use a shipping service that allows you to track the package. You are responsible for paying all shipping and insurance costs for the return shipment and you shall assume all risk of loss or damage to the Product while in transit to us. If you are seeking an exchange, you will also be responsible for all costs of shipping the new item to you and for any difference in price plus any taxes, duties, tariffs or similar charges. The RMA number must be included along with your returned Product.

Restocking Fee. For non-defective items, we charge a restocking fee equal to 10% of the original purchase price of each item returned. This fee will be deducted from your refund, or if you have requested an exchange, you will need to pay the fee to us before we will ship the replacement item.

Refund. If a refund is approved, a credit will automatically be applied to your credit card or original method of payment. This refund amount may take some time to show in your records, so before contacting us, please check with your credit card company, bank, or other payment service.

Exchange. If an exchange is approved, we will ship the new item to you, after your payment of any applicable restocking and shipping fees and any difference in price plus any taxes, duties, tariffs or similar charges.

Exclusive Limited Warranty; Exclusions; Disclaimer

Applicability.   Please access and review the online help resources referred to in the documentation accompanying the affected hardware Product before requesting warrantyservice. If the Product is still not functioning properly after making use of these resources, please contact us at support@voxel8.coYou must assist us in diagnosing issues withyour Product and follow our warranty processes and procedures.

We may restrict service to the fifty states of the United States of America and the District of Columbia, and provide warranty service (i) by sending you prepaid way bills (and ifyou no longer have the original packaging, we may send you packaging material) to enable you to ship the Product to our repair service location for service, or (ii) by sending you anew or refurbished customer-installable replacement Products or parts to enable you to service or exchange your own Product (“DIY Service”).

Exclusive Limited Warranty.  We warrant Voxel8 Products against defects in materials and workmanship under normal use in accordance with the Products’ documentation for the time periods set forth below and as set forth below (each, a “Warranty Period”). If a defect arises and a valid claim is received within the Warranty Period, at our sole option and to the extent permitted by law we will do the following:

Labor: For a period of ninety days from the date of shipment to the original purchaser (“Labor Warranty”), we will, at our option, either (1) repair the defect at no charge, using new or refurbished replacement parts, (2) provide you with new or refurbished user-installable replacement parts to enable you to repair the hardware defect as DIY Service(3)exchange the Product with a Product that is new or reconditioned by us or that has been manufactured from new or serviceable used parts and is at least functionally equivalent to the original Product, or (4) refund the purchase price of the Product. If we elect to repair or replace the Product after this Labor Warranty has expired but while the Parts Warrantybelow is still in effect, we will do so for an applicable labor charge.

Parts: For a period of one year from the date of shipment to the original purchaser (“Parts Warranty”), we will supply you with new or refurbished parts replacement parts in exchange for parts determined by Voxel8 to be defective.

A replacement Product or part, including a user-installable part that has been installed in accordance with instructions provided by us, assumes the remaining warranty of the original Product or ninety (90) days from the date of replacement or repair (or, in the case of user-installable replacement parts, the date on which we shipped the user-installable replacement parts), whichever provides longer coverage for you. Parts provided by us in fulfillment of our warranty obligation must be used in Products for which warranty serviceis claimed.

When a Product or part is exchanged, any replacement item becomes your property and the replaced item becomes our property, and you agree to follow our instructions, including, if required, arranging the return of original Product or part to us in a timely manner. When a refund is given, the Product for which the refund is provided must first be returned to us before we will issue the refund and the Product becomes our property on our receipt of the Product. In the event of DIY Service requiring the return of the original Product or part, we may require a credit card authorization as security for the retail price of the replacement Product or part and applicable shipping costs. If you follow instructions, we will cancel the credit card authorization, so you will not be charged for the Product or part and shipping costs. If you fail to return the replaced Product or part as instructed, we will charge the credit card for the authorized amount.

Service options, parts availability, and response times may vary. Service options are subject to change at any time. In accordance with applicable law, we may require that youfurnish proof of purchase details and/or comply with registration requirements before receiving warranty service.

You are responsible for all shipping costs associated with returning a defective Product or part to us; provided, however, that if we determine that the Product or part is eligible for warranty coverage, we will pay the shipping costs associated with shipping the repaired or replacement Product or part to you. If we determine the Product or part is not eligible for the warranty, we will return the Product or part to you at your sole cost and expense and may require you to pay such costs prior to shipping the Product or part.

The foregoing limited warranty is an express, exclusive limited warranty and your sole remedy for any defect in a Voxel8 Product. For the avoidance of doubt, any software provided by Voxel8 or included in a Voxel8 Product and any third party Product is provided “as is” and without any warranty.

No Voxel8 reseller, distributor, agent, or employee is authorized to make any modification, extension, or addition to the exclusive limited warranty set forth herein.

Exclusions.  The foregoing limited warranty applies only to Products manufactured by or for Voxel8 and which are purchased directly from Voxel8.  Further, the foregoing limited warranty does not apply: (a) to damage caused by use with materials, Products or software not developed by Voxel8(b) to damage caused by accident, abuse, misuse, flood, fire, earthquake, or other external causes or by failure to follow instructions relating to the Product’s use; (c) to damage caused by operating the Product outside the permitted or intended uses described in the Product’s documentation; (d) to damage caused by service (including upgrades and expansions) performed by anyone who is not an authorized representative of Voxel8(e) to a Product or part that has been modified to alter functionality or capability without our prior written permission(f) to consumable parts, unless damage has occurred due to a defect in materials or workmanship; (g) to cosmetic damage, including but not limited to scratches, dents; or (h) if any Voxel8 serial number has been removed or defaced.

10     Disclaimer

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EXCEPT FOR THE EXCLUSIVE LIMITED WARRANTY FOR PRODUCTS SET FORTH ABOVE IN SECTION 9, THE EXCLUSIVE LIMITED WARRANTY SET FORTH IN THIS SECTION IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS, OBLIGATIONS, AND REPRESENTATIONS, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS OR IMPLIED AND VOXEL8 EXPRESSLY DISCLAIMS AND EXCLUDES ANY AND ALL STATUTORY AND IMPLIED WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS, OBLIGATIONS, AND REPRESENTATIONS RELATED TO OR ARISING IN ANY WAY OUT OF THESE TERMS AND CONDITIONS AND YOUR USE OF THE SERVICE (INCLUDING WITHOUT LIMITATION THE PLATFORM) OR PURCHASE OF PRODUCTS OR SERVICES, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, WILL APPLY AFTER THE EXPIRATION OF THE LIMITED WARRANTY PERIOD. Some states, provinces and jurisdictions do not allow the exclusion or limitation on the duration of implied warranties or conditions, so these limitations or exclusions may not apply to you.  The express limited warranty gives you specific legal rights, and you may also have other rights that vary by state, province or jurisdiction.

You hereby acknowledge and agree that this disclaimer of warranties is a fundamental part of the agreement between you and Voxel8 contained in these Terms and Conditions and that Voxel8 would not agree to enter these Terms and Conditions or allow you access or use the Service without such disclaimers.

11     Indemnification

You agree to indemnify and hold Voxel8 and its directors, officers, employees, agents, licensors, attorneys, independent contractors, providers, subsidiaries and affiliates (the “Voxel8 Entities”) harmless from any and all losses, damages, rights, claims, proceedings, actions of any kind and injury (including death, libel, slander, defamation, invasion of any rights of privacy, publicity or personality), penalties, fines, costs, expenses (including reasonable attorneys’ fees) (each, a “Claim”) made by any third party arising out of or in connection with your use of the Service or Products, any breach by you or any user of your account of these Terms and Conditions, or any violation by you of any rights of any third party.

12     Limitation of Liability

UNDER NO CIRCUMSTANCES WILL VOXEL8 OR THE VOXEL8 ENTITIES BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY DAMAGES, OR DAMAGES FOR LOSS OF PROFITS INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF VOXEL8 HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, ARISING FROM OR RELATED TO THESE TERMS AND CONDITIONS OR USE OF THE SERVICE.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS SET FORTH ABOVE MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICE OR WITH THESE TERMS AND CONDITIONS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICE.

13     Term and Termination

These Terms and Conditions shall commence at the earlier of (a) when you begin using the Service, or (b) when you purchase Voxel8 Printer or other Product from us, and shall continue until terminated in accordance with this section. You may terminate your account upon one day prior notice by emailing us at hello@voxel8.co and ceasing all use of theService.

You agree that Voxel8, in its sole discretion, may immediately suspend or terminate your account (or any part thereof) or use of the Service for any reason, including, without limitation, if Voxel8 is prohibited by an order of a court or other governmental agency from providing the Service, for lack of use or if Voxel8 believes that you have violated or acted inconsistently with the letter or spirit of these Terms and Conditions. Any suspected fraudulent, abusive or illegal activity may be referred to appropriate law enforcement authorities. You agree that any termination of your access to the Service may be effected without prior notice, and acknowledge and agree that Voxel8 may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Service. Further, you agree that Voxel8 shall not be liable to you or any third party for any termination of your access to the Service.

Upon termination, all licenses granted to you hereunder and all of your rights to use the Service shall immediately terminate. All sections which by their nature should survive the expiration or termination of these Terms and Conditions shall continue in full force and effect notwithstanding the expiration or termination of these Terms and Conditions.

14 Errors, Inaccuracies and Omissions

Occasionally there may be information on our Websites or in our product documentation that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right, at any time and with or without prior notice (including afteryou have submitted your order), to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders if any information is inaccurate. Further, ourWebsites may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only.

Notwithstanding the foregoing, we undertake no obligation to update, amend or clarify information on our Websites or in our product documentation, including without limitation, pricing information, except as required by law. We are not responsible if information made available on our Websites is not accurate, complete or current. The material on ourWebsites are 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 material on our Websites is at your own risk.

15 Miscellaneous Terms

Entire Agreement. These Terms and Conditions and the documents referenced herein constitute the entire agreement and understanding between you and us and govern yourpurchases of products and/or services from us, superseding 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 the Terms and Conditions).  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. Our failure to object elsewhere to any provisions of any subsequent document, communication, or act of you shall not be deemed a waiver of any of the terms hereof. Our obligations hereunder are neither contingent on the delivery of any future functionality or features of the products or services nor dependent on any oral or written public comments made by us (including without limitation on our Websites) regarding future functionality or features of any product or service.  Any ambiguities in the interpretation of these Terms and Conditions shall not be construed against the drafting party.  No employee or agent of Voxel8 has any authority to vary any of the terms and conditions set forth herein. The headings used in this agreement are included for convenience only and will not limit or otherwise affect these Terms and Conditions.

Waiver. The failure of us to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision.

Applicable Law. These Terms and Conditions shall be governed by the laws of the Commonwealth of Massachusetts without regard to its conflict of laws provisions. You and we irrevocably consent to the exclusive jurisdiction and venue of the federal and state courts sitting in Boston, Massachusetts for all disputes arising from or related to the subject matter of these Terms and Conditions.

Force Majeure. We are not responsible for events beyond our reasonable control, including without limitation any delays in product availability, unavailability of anticipated usual means of supplies, Internet or telecommunications interruptions or outages, governmental restriction, labor disturbances, or requirement of any government or legal body or any representative of any such government or legal body, any law, order, regulation, ordinance, shipping or delivery, or any delays in performing services or responding to or resolving warranty claims.

Actions Permitted.  Except for actions for nonpayment or breach of a party’s proprietary rights, no action, regardless of form, arising out of or relating to the Agreement may be brought by either party more than one year after the cause of action has accrued.

Relationship of the Parties.  We and you agree that no joint venture, partnership, employment, or agency relationship exists between us as a result of these Terms and Conditions and that we are acting as an independent contractor in performing any services for you.

Severability. These Terms and Conditions apply to the maximum extent permitted by relevant law. If a court holds that we cannot enforce a part of these Terms and Conditions as written, you and we will replace those terms with similar terms to the extent enforceable under the relevant law, but the rest of these Terms will remain in effect. This is the entire contract between you and us regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Service.

Assignment. You will not assign or transfer your rights and obligations under these Terms and Conditions, including any assignment or transfer by operation of law or otherwise, without our express prior written consent.  We may freely assign these Terms and Conditions, 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 and Conditions relate.

No Third Party Beneficiaries. Except with respect to indemnification under Section 11, these Terms and Conditions shall not be interpreted or construed to confer any rights or remedies on any third parties.

Waiver. The failure of you or Voxel8 to insist upon or enforce strict performance of any of the provisions of these Terms and Conditions or to exercise any rights or remedies under these Terms will not be construed as a waiver or relinquishment to any extent of your right or Voxel8’s right to assert or rely upon any such provision, right or remedy in that or any other instance; rather, the same will remain in full force and effect.

Government Use. The Service (including without limitation the Voxel8 Platform) is a “commercial item” 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.  Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4, all U.S. Government end users acquire the Service with only those rights set forth in this Agreement.

Privacy.  For information regarding collection and use of your Data and other information, review our Privacy Policy located at http://www.voxel8.co/privacy-policy/.

16     Questions

Please contact us at hello@voxel8.co to report any violations of the Terms and Conditions or to pose any questions regarding these Terms and Conditions or the Service.