- Komacut is an On-Demand Manufacturing Platform with sales in multiple countries. By uploading your files, you expressly acknowledge and agree that any uploaded material shall be fully compliant with our Komacut Platform Terms of Service (www.komacut.com).
- In particular, without limiting the said terms, you warrant and represent that any data, information, drawing or material you are uploading in no way is related to:
- products, parts or components that are illegal, fraudulent, harmful, or that violate any applicable law
- weapons, ammunition, explosives or any other military scope or purpose
- products, parts or components that are export restricted or prohibited by any sanctions, export controls, import regulations or trade embargoes
- products, parts or components that violate or infringe any intellectual property rights (such as, trademarks, patents, utility models, design, trade secrets, know-how, etc.)
KOMACUT PLATFORM TERMS OF SERVICE
Last update: March 31st, 2021
These terms of service (hereinafter referred to as the “ToS”) constitute a legal and binding agreement between Guangzhou Komaspec Mechanical and Electrical Products Manufacturing Co. Ltd., with registered office at Clifford (Huashan) Industrial City, No. 288, A1 Ju Huashi Boulevard, Huashan Town, Huadu District, Guangzhou, China 510880 , including its subsidiaries, affiliates and contractors acting on its behalf (hereinafter collectively referred to as “Komacut”, “Us”, “We”, or “Our”) and any person or entity and its heirs, agents, successors and assigns (hereinafter singularly and collectively referred to as “You” or “Your”) that accesses and uses the Komacut online platform operated at www.komacut.com.
IMPORTANT NOTICE: Your continued use of, and access to, Our Platform constitutes Your expressed acceptance of, and agreement to be bound, by these ToS, as in force from time to time. Therefore, You understand and acknowledge that by accessing or using the PlatformYou agree to be bound by the terms of these ToS. If You do not accept such terms in their entirety, You must not access or use the Platform. If You agree to these ToS on behalf of an entity, or in connection with providing or receiving services on behalf of an entity, You represent and warrant that You have the authority to bind that entity to these ToS. In such an event, “You” and “Your” will refer and apply to that entity or agency.
SECT. 1 – DEFINITIONS
- The following capitalized terms shall have the meanings set forth below, provided that the singular includes the plural and vice-versa, and any gender shall include the other genders:
- “Authorized Users” means, singularly and collectively, Your employees authorized to access and use the Services with Your account’s login information.
- “Data” means any data, information, text, picture, drawing, technical specification, content or material transmitted or conveyed through the Platform and/or the Services.
- “Effective Date” means any of the following moments, whichever occurs first: (i) Your express acceptance of these ToS; (ii) Your registration of an account on the Platform; (iv) Your acceptance of any valid communication with Us or any of Our authorised representative that refers to these ToS.
- “Intellectual Property Rights” means all intellectual property and other similar proprietary rights in any jurisdiction, whether owned or held for use under license, whether registered or unregistered, including such rights in and to trademarks, patents, utility models, design registrations, inventions, discoveries, trade secrets, business, technical and know-how information, as well as claims, causes of action and defences relating to the enforcement of any of the foregoing. In each case above, “Intellectual Property Rights” include also any registrations of, applications to register, and renewals and extensions of, any of the foregoing with or by any governmental authority in any jurisdiction.
- “Law” means, collectively and indistinctly, any applicable local, state, national, and international law, statute, rule, ordinance or regulation.
- “Party” means either You or Us, while “Parties” means, collectively, both You and Us.
- “Platform” means the online platform www.komacut.com made available to You at the purpose of purchasing sheet metal products according to Your technical drawings and in compliance with these ToS and the Komacut General Conditions of Sale (available at www.komacut.com). To such purpose, “Platform” includes also any and all related software, documentation (including, without limitation, standard product documentation, user and technical documentation, further documents that describe the standard functionalities thereof, etc.), tool, application, application programming interface (API), development libraries, user interfaces, component, user interface, appearance (including, without limitation, images, designs, fonts, etc.), code (including, without limitation, assemblers, applets, compilers, source code, source code listings, object code, plug-in, etc.), as well as any fixes, patches, updates or upgrades to such items.
- “Services” means, collectively and indistinctly, the services (including, without limitation, SaaS, internet-based service, etc.) made available to You via the Platform. To such purpose, “Services” include also any software or Data to which is provided access to You as part of the Services.
SECT. 2 – OVERVIEW
- Our Services are provided via the Platform, in order to allow You to: (i) upload Your 3D drawings to the Platform; (ii) obtain Our quote with detailed cost information; (iii) obtain Our manufacturability feedback on Your design as You customize and build Your products using different parts, materials, and surface finishing from Our catalog; (iv) place Your order online and get real-time information regarding such order.
- Rights granted. Subject to these ToS, You are granted a limited, non-assignable, non-sublicensable, non-transferable and non-exclusive license to access and use the Services. We expressly reserve any and all rights not expressly granted to You in these ToS.
SECT. 3 – ACCOUNT REGISTRATION, ACCESS AND PURCHASE
- Account registration. When You register to the Platform, You will be assigned a username and a password for an account, of which You are entirely responsible for safeguarding and maintaining the confidentiality thereof. You acknowledge and accept that We will assume that any person accessing and using the Services with Your username and password, either is You or is authorized to act for You.
- Authorized Users. You may authorize Authorized Users to access the Services with Your credentials, provided that such access shall be for Your sole benefit and in full compliance with these ToS. To such purpose, You shall: (i) be responsible for Your Authorized Users’ compliance with these ToS as well as for all activities that occur under Your usernames, passwords or accounts or as a result of any Authorized Users’ access to the Services; (ii) identify and authenticate all the Authorized Users, approve their access to the Services, control against unauthorized access by the same Authorized Users, and maintain the confidentiality of usernames, passwords and any other account information.
- Product purchase. Subject to these ToS, any order placed through the Platform or the Services shall be regulated by the Komacut General Conditions of Sale (available at ______________), which is deemed as included and incorporated herein by reference.
SECT. 4 – YOUR RESPONSIBILITIES
- General responsibilities. You are entirely responsible for the use of the Services and, to such purpose, You shall not use, encourage, promote, facilitate, instruct (or induce others to do the foregoing on) the Services for any activity that violates any applicable Law, or for any other illegal, fraudulent, harmful, or offensive purpose, or to transmit, store, display, distribute or otherwise make available any Data that is illegal, harmful, offensive, libelous, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, inappropriate or that would encourage or constitute a criminal or civil liability under any Law.
- Export regulations. You shall further comply with all applicable Law with regards to economic sanctions, export controls, import regulations and trade embargoes, including those of the European Union and United States (and, specifically, the Export Administration Regulations - EAR). To such purpose, You expressly acknowledge that You are not a person targeted by any of the said sanction nor You are otherwise owned or controlled by or acting on behalf of any person targeted by such sanctions.
- Account security. You undertake not to share the account password to any third party or let anyone else access the Services (exception made for Authorized Users), or do anything else that might jeopardize the security thereof. You agree to make every reasonable effort to prevent unauthorized third parties from accessing the Services and agree to notify Us immediately of any unauthorized use thereof.
- Data lawfulness. You undertake to have all the interest and and title (including, without limitation, any related Intellectual Property Right) in and to the Data that You may transmit, store, display, distribute or otherwise make available through the Platform or the Services, and that You are the sole responsible for the accuracy, quality, integrity, legality, reliability, and appropriateness thereof. Without limiting the foregoing, You warrant and represent that such Data is fully compliant with any applicable Law. In no way whatsoever We will be responsible for any of such Data.
- Examples of prohibited uses of the Platform/Services. According to the provisions above, examples of prohibited uses of the Platform/Services include, without limitation: (i) creating, uploading and/or modifying any Data, or take any action using the Platform or the Services, that is illegal, fraudulent, harmful, or violates any applicable Law; (ii) creating, uploading and/or modifying any Data related to weapons, ammunition, explosives or to any military product, part, component or purpose; (iii) creating, uploading and/or modifying any Data related to export restricted product, part, component or purpose; (iv) creating, uploading and/or modifying any Data, or take any action using the Platform or the Services, that violates any Komacut’s right or any third party’s (including, without limitations, privacy, Intellectual Property Rights, etc.); (v) uploading viruses or malicious codes, or take any other action using the Platform or the Services that could in any way compromise any functionality thereof; (vi) accessing any account belonging to someone else or sharing Your account password with any third party; (vii) facilitating or encouraging any violations of these ToS.
- Backup. As We don’t provide any backup or restoration service, unless provided in the related Subscription Plan, You are encouraged to archive Your Data regularly and frequently. Therefore, You shall bear full risk of loss and damage of Your Data; We disclaim any liability in such respect.
- Indemnification. You shall indemnify and hold Us harmless from and against all damages, losses, and expenses of any kind (including reasonable legal fees and costs) arising by any claim made by any third party (including, without limitation, any agency, public and private entities, etc.) against Us in connection with any of Your: (i) violation or breach of any term of these ToS; (ii) violation of any applicable Law, whether or not referenced herein; (iii) violation of any rights of any third party; (iv) use or misuse of the Platform or the Services. In addition, You expressly agree and acknowledge that any violation of Your obligations pursuant to these ToS may cause Us irreparable harm and damage, which may not be recovered at law. Therefore, You agree that Our remedies for breach of these ToS may be in equity by way of injunctive relief, as well and any other relief available, whether in Law or in equity.
SECT. 5 – AVAILABILITY, UPDATES AND SUPPORT
- We will use commercially reasonable efforts to ensure the availability of the Platform and the Services for Our customers. Regardless, You acknowledge and agree that We have no control or liability over the availability of the Services on a continuous or uninterrupted basis, so that from time to time the same may be inaccessible or inoperable, including, without limitation, for: (i) equipment malfunctions, periodic maintenance procedures or repairs; (ii) force majeure or any other cause beyond Our reasonable control or that are not reasonably foreseeable (including, without limitation, threat to security, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures); (iii) limitations due to Your particular device or hardware; (iv) unavailability, deficiency or incompatibility of any third-party software or services provider; (v) Your violation of any relevant provision of these ToS.
- Updates. We, in Our sole discretion, reserve the right to add additional tools, utilities, improvements, third party applications, features or functions, or to provide programming fixes, updates and upgrades, to the Platform and the Services in order to improve and enhance the features and performance thereof. In case We provide any of such updates and fixes, these ToS shall automatically apply thereto, unless We provide other terms along with such updates.
- Technical support. Technical support will be provided by Us 9 am to 5 pm CST (China Standard Time) Monday to Friday, Chinese holidays excluded. We may use a variety of methods (e.g., in-product, internet, chat, e-mail, remote control and phone and online meetings) to provide technical support and customer service in connection with the Platform and the Services. Support may be temporarily limited, interrupted or curtailed due to maintenance, repair, modifications, upgrades or relocation. In any case, the support service shall be considered as part of the Services for all the purposes of these ToS.
SECT. 6 – TERM AND TERMINATION
- Term. Access to the Platform and to the Services are provided to You as of the Effective Date until Your request to unregister Your account.
- Termination. In case of Your breach of any term herein provided is not cured within 10 (ten) days after Our initial notice thereof, We are entitled to terminate these ToS and prevent any access to Your account.
- No access after termination. Upon the termination, for any reason whatsoever, of these ToS, You no longer have rights to access or use the Platform or the Services and, if applicable, We will delete or otherwise make inaccessible Your account and any Data in the Platform, if any.
- Obligations surviving termination. Provisions that survive termination or expiration of these ToS are those relating to limitation of liability, indemnification, payment, Intellectual Property Rights and others which by their nature are intended to survive.
SECT. 7 – INTELLECTUAL PROPERTY RIGHTS
- Komacut’s Intellectual Property Rights. Notwithstanding any different provision herein, Komacut holds and retains any and all titles and interests in and to the Platform and the Services, as well as in and to any Intellectual Property Rights associated therewith. Therefore, nothing in these ToS will be interpreted as a transfer, in whole or in part, of rights in the Platform or the Services to You, the Authorized Users or any other third party.
- Your Intellectual Property Rights. Notwithstanding any different provision herein, You hold and retain any and all titles and interests in and to the Data that You upload on the Platform. To such purpose, You expressly grant Us a limited and sub-licensable license to perform any operation or set of operations (including, without limitation, use, modify, collect, record, organise, structure, store, adapt, alter, retrieve, consult, use, disclose, combine, reproduce, erase, destroy, etc.) on the Data that You provide Us in any way (by upload or other mean) via the Platform or the Services, as far as necessary for the purposes of providing You the Services and execute Your purchasing orders.
- Your feedback and suggestions. We may freely use Your feedback, suggestions, or ideas in any way, including in future modifications of the Services or of any other related product, service, advertising or marketing material. To such purpose, You warrant Us that You hold the Intellectual Property Right in and to any of Your feedback or suggestion, and You grant Us a perpetual, worldwide, fully transferable, sub-licensable, irrevocable, fully paid-up, royalty free license to use the feedback and suggestions provided to Komacut in any way.
- Your name, trademarks or logos. You grant Us the right to mention and useYour name, trademarks or logos as reference or case-study in any Komacut’s websites, presentations, marketing activities or materials, or in proposals to be sent to prospective clients.
SECT. 8 – WARRANTY AND LIABILITY
- Limited warranty. THE PLATFORM AND THE SERVICES ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”, WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW, KOMACUT DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, AND ANY WARRANTY THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE OR TRADE PRACTICE. TO THE FULLEST EXTENT PERMITTED OR AUTHORIZED BY LAW AND WITHOUT LIMITATION OF THE FOREGOING, KOMACUT DOES NOT WARRANT THAT THE PLATFORM AND THE SERVICES WILL: MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS OR SERVICES, BE AVAILABLE OR OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR THAT THE ACCESS TO THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THESE TOS.
- Disclaimer of liability. IN NO EVENT KOMACUT SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, COMPUTER FAILURE OR MALFUNCTION, LOSS OF DATA OR PROFITS, BUSINESS INTERRUPTION, ETC.) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE PLATFORM OR THE SERVICES, EVEN IF KOMACUT IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, KOMACUT IS NOT LIABLE FOR THE ACTS OR OMISSIONS OF ITS CONTRACTORS, VENDORS, CLOUD PROVIDER OR OTHER SERVICE PROVIDER. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THESE TOS.
- Remedies. EXCEPT FOR CLAIMS WITH RESPECT TO FRAUD, DEATH OR PERSONAL INJURY, FOR WHICH NO LIMIT SHALL APPLY, IN NO EVENT – TO THE MAXIMUM EXTENT PERMITTED BY THE APPLICABLE LAW – KOMAKUT’S LIABILITY SHALL IN THE AGGREGATE EXCEED AN AMOUNT OF USD 100.00 (ONE HUNDRED). THE FOREGOING CONSTITUTES YOUR SOLE REMEDIES AVAILABLE TO YOU WITH RESPECT TO ANY OF OUR LIABILITY UNDER THESE TOS.
- Mandatory legal provisions. Some jurisdictions do not allow certain limitations of warranty or liability, therefore some or all of the limitations above provided may not apply to You. In such case, the limitations provided herein shall be applicable to the fullest and maximum extent permitted by the applicable Law.
SECT. 9 – MISCELLANEOUS
- No implied waiver. Any tolerance or silence by Us, even if on a continuous and reiterated basis, in relation to any breach or default by You of any provision of these ToS shall not be considered as a consent to such breaches and defaults and shall not affect the validity of the clause breached nor shall be construed as a waiver to any of the rights pertaining to Us pursuant to these ToS and/or the applicable Law.
- Governing law and exclusive jurisdiction. These ToS are governed by the substantive and procedural Laws of the People’s Republic of China. Any dispute arising out of, or relating to, these ToS shall be settled amicably by negotiation. In case no settlement can be reached, the case under dispute shall then be submitted to the China Guangzhou Arbitration Commission and settled by 1 (one) arbitrator appointed in accordance with the said Commission’s rules in effect at the time of applying for arbitration. The arbitral award will be final and binding upon both parties, who consents to such exclusive jurisdiction and venue and waives any objection thereto.
- Severability. Should any part of these ToS be declared illegal or unenforceable, the remaining portion will remain in full force and effects.
- Amendments. We may, in our sole discretion, amend these ToS at any time by posting a revised version thereof on Our website at [www.komacut.com]. It is Your responsibility to check our website periodically for changes. Your continued use of the Platform or the Services following changes to these ToS after the effective date of a revised version thereof constitutes Your expressed acceptance of, and agreement to be bound by, these ToS as in force from time to time.