Terms & Conditions

Last Updated: September 4th, 2018

The uFab software is a machining quotation tool that generates detailed process plans with time and cost estimates, setup plans, and provides detailed instructions for each operation by using catalogs for available tools and machines with a set of machining parameters. Sandvik Machining Solutions AB, 556692-0038 Mossvägen 10, 811 81 Sandviken, Sweden, doing business as uFab (pending registration), (“uFab”, “we”, “us” or “our”) is offering you (“Customer”, “you” or “your”) access to the uFab software (the “Services”). Your use of the Services is subject to these Terms of Service (“Terms”). These Terms are a legal agreement between you and uFab that govern your use of the Services. By using the Services, you are agreeing to these Terms. If you do not agree to these Terms, please do not click the “I Agree” box, create an account, or use any of the Services. We may, at any time, modify these Terms. If we modify these Terms, we will post our modified Terms on our website or through the Services. By continuing to use the Services, you agree that you accept all of our modifications to these Terms. If you do not agree to the new Terms, you must stop using the Services.

1. Additional Terms and Conditions

a. Our Privacy Policy is incorporated and made part of these Terms. If there is a conflict between these Terms and the Privacy Policy with respect to privacy, the Privacy Policy will control. Otherwise these Terms control. b. From time to time, uFab may make an evaluation or trial version of the Services available to the Customer at no charge. Any evaluation or trial version of Services is intended for evaluation purposes and not for production use, does not include support services, and may be subject to additional terms. uFab may discontinue evaluation or trial versions of the Services at any time in uFab’s sole discretion. uFab shall have no liability for any errors or interruptions in the availability of any evaluation or trial versions of the Services. c. You may also be subject to additional terms and conditions that may apply when you use third-party content, third-party services or third-party software.

2. Eligibility to Use the uFab Services

By accepting these Terms, you affirm that you are (a) located in the United States, (b) at least eighteen (18) years old, and (c) have full power and authority to enter into these Terms and doing so will not violate any other agreement to which you are a party.

3. Accounts

    a. Creating an Account. Use of the Services will require you to set up an account. If you decide to register, you must provide us with true, current, complete and accurate information as prompted by the registration form. You agree to maintain and promptly update your account information to keep it true, current, complete and accurate. To update your account information, please contact our customer support at: help@ufab.io
    b. Activities under Your Account. You are responsible for maintaining the confidentiality of any password(s) you use to access the Services, and you are fully responsible for all activities that occur under your password(s) and your account. You agree to notify uFab immediately of any unauthorized use of your account or any other breach of security. uFab will not be liable for any loss that you may incur as a result of someone else using your password or account. Even if you give us notice, you could be held liable for losses incurred by uFab or another party due to someone else using your account or password. You may not use anyone else's account at any time, without the permission of the account holder.
    c. Changes to the Services. You may upgrade, downgrade or cancel the subscription services and number of seats available for use at any time. The changes will take effect at the beginning of the next billing period. However, no refunds are available for any cancellations or downgrades.
    d. Integrated Services. We may offer you the opportunity to register to use the Services, or otherwise associate your uFab account with, certain third party social networking or integrated services, such as Facebook Connect, LinkedIn and Google (“Integrated Services”). By registering to use our Site through (or otherwise granting access to) an Integrated Service, you agree that we may access your Integrated Service’s account information, and you agree to any and all terms and conditions of the Integrated Service regarding your use of our Site via the Integrated Service. You agree that any Integrated Service is a Linked Site (as defined below) and you are solely responsible for your interactions with the Integrated Service as a result of accessing our Site through the Integrated Service. uFab does not control the practices of Integrated Services, and you should read the Privacy Policy and terms and conditions of any Integrated Service that you use to understand their practices.

4. Privacy

You consent to the collection, processing and storage by uFab of your personal information in accordance with the terms of uFab's Privacy Policy, which is available at https://ufab.io/privacy-policy/. You agree to comply with all applicable laws and regulations, and the terms of uFab's Privacy Policy, with respect to any personal information that you access, use and/or submit in connection with the Services.

5. Use of the Services

    1. a. Use of the Services. Subject to the terms and conditions of these Terms, uFab grants you a limited, revocable, non-exclusive, nonassignable, nonsublicensable license and right to access and use the Services in the United States through a generally available web browser, mobile device or application, view information and use the Services that we provide only for your internal business purposes, including providing services to your direct customers. Any other use of the Services is strictly prohibited. We reserve all rights not expressly granted in these Terms, including, without limitation, title, ownership, intellectual property rights, and all other rights and interest in the Services and all related items.
i. Unless we give you permission in writing, you agree not to reproduce, modify, rent, lease, loan, sell, distribute, mirror, frame, republish, download, transmit, create derivative works of or commercially exploit any materials we provide or are made available by third parties through the Services, in whole or in part, by any means. You must not modify, decompile, or reverse engineer any software uFab discloses to you, unless expressly allowed in writing (such as code provided as an educational exercise). You must not remove, alter or obscure any copyright, patent, trademark or other proprietary or restrictive notice or legend contained or included in any part of the Services, and you agree to reproduce and copy all such notices and legends on all copies of any part of the Services that you are allowed to make under these Terms, if any. Any rights not expressly granted in these Terms are reserved. ii. You may in no way use the Services to infringe or misappropriate any intellectual property rights of uFab, its users, and other third-parties.
    b. Location. At this time, the Services are only available in the United States. If you are located outside the United States, you are not allowed to use the Services.
    c. Notices. You agree that uFab may provide notice to you by posting notices or links to notices on our website or through the Services, as well as via email.
    d. Applicable Laws and this Agreement. You agree to comply with all applicable laws, ordinances and regulations and these Terms.
    e. Promotions. You agree to receive newsletters, promotional materials, and other communications and materials relating to uFab or the Services.
    f. Content. Some of the content available through the Services is owned by third parties. The materials and other content offered by third parties through the Services are provided "as is" and with all faults. We are not responsible or liable for content or materials that are prepared or provided by third parties, including our advertisers. By operating the Services, we do not represent or imply that we endorse any such materials or that we believe that such material is accurate, useful or non-harmful.
    g. Verification of Information. You grant uFab the right to independently verify any information that you provide through the Services, including information about yourself, although uFab does not routinely undertake, nor do we have any obligation to undertake, any such verification.
    h. Other Users. uFab does not control, is not responsible for and makes no representations or warranties with respect to any user of our Services or their conduct. You are solely responsible for your interaction with or reliance on any other user of our Services or their conduct. You further understand that you may be exposed to content from others that is offensive, indecent or objectionable.
    i. Changes to the Services. The uFab Services are constantly evolving and changing. As a result, the Services may change at any time and without prior notice. uFab retains the right to, among other things, add, change, update, discontinue, suspend or limit the Services at any time at uFab’s sole discretion. uFab may also terminate or suspend any account or delete any content at any time, with or without notice.
    j. Indemnification. You agree to indemnify, defend and hold harmless uFab and its affiliates, and their respective officers, employees, users, licensors and partners, from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, relating to or arising out of your access to or use of the Services (including any use by your employees or agents), your breach of these Terms or any activity related to your account (including negligent or wrongful conduct) by you or anybody using your account.

6. Your Content

    a. uFab makes no claim to ownership of any material, information, data, communications, text, graphics, links, audio, video, photos and other information (“Customer Content”) that you upload or otherwise make available through the Services. However, uFab shall be free to use any Customer Content on an unrestricted basis for purposes of providing you with the Services, and for updating and creating products and services, and you hereby grant uFab and its affiliates an irrevocable, perpetual, worldwide, transferable, royalty-free, fully paid up, nonexclusive license, with the right to grant and authorize sublicenses, to reproduce, modify, distribute, create derivative works and otherwise use such Customer Content (including in digital form) for its lawful business purposes, including modifying and updating the Services.
    b. You represent and warrant that you have all the rights necessary to allow uFab and third-party providers to use your Customer Content as set forth in this Agreement and transfer any Customer Content that you may provide to us anywhere in the world.

7. uFab Intellectual Property

    a. uFab and its affiliates and third party licensors own all right, title, and interest in and to all materials available through the Services, including but not limited to derivative works based on Customer Content, and such materials are protected by copyrights, trademarks and other intellectual property rights. All trademarks, service marks, and trade names are proprietary to uFab, or affiliated companies and/or third-party licensors.

8. Third Party Links; App Distributors

    a. Linked Sites. uFab may provide links to third-party websites or other resources (“Linked Sites”). uFab has no control over these Linked Sites, and is not responsible for the operation of any Linked Site. uFab offers these links as a convenience only, and the availability of any Linked Site is not an endorsement of the content, or any products or services available on these Linked Sites, or an endorsement of any Linked Site’s owners, or its providers. You acknowledge and agree that you access these Linked Sites at your own risk. Any interactions or business dealings with advertisers or third parties other than uFab found on or through the Services are solely between you and such advertiser or other third party. Without limiting any of the above, uFab will not be responsible or liable, directly or indirectly, for any actual or alleged damage or loss caused by or in connection with use of or reliance on any such Linked Website.
    b. App Distributors. These Terms are between you and uFab only. We use certain third parties to distribute our applications and may use third parties for other Services. These third parties, such as Apple, Inc., Amazon, Inc. and Google, Inc. (“App Distributors”) have no warranty, maintenance, support or other service obligations with regard to the Services. We, and not the App Distributers, are solely responsible for the Services. You understand and agree that the App Distributors have no obligation to provide maintenance and support services with respect to any of the Services.

9. PAYMENTS

    a. Various payment processing methods may be available for the purchase of any Services that require a fee. You agree to abide by any relevant terms and conditions or other legal agreement, whether with uFab or a third party, that governs your use of a given payment processing method.
    b. We may add or remove payment processing methods at any time, with or without notice.
    c. By using the Services and agreeing to these Terms, you also agree to be bound by any third party payment terms, and you consent and authorize us and any third party payment provider to share any information and payment instructions you provide with third party service provider(s) to the minimum extent required to complete your transactions. You are responsible for all transactions (one-time, recurring, and refunds) processed through any third party payment provider. uFab is not liable for loss or damage from errant or invalid transactions processed by any third party payment provider. This includes transactions that were not processed due to a network communication error, or any other reason. If you enter into a transaction, it is your responsibility to verify that the transaction was successfully processed. You understand and agree to not hold uFab liable for any adverse effects that actions (whether intentional or unintentional) on the part of any third party payment provider may cause to your uFab account, or your business.
    d. Your total price will include any applicable sales tax. All sales are final.
    e. All payments must be made in U.S. dollars.
    f. You are responsible for the timely payment of all products and services you purchase through your account. All fees will be billed to the credit card or payment processing account you designate through your account. You must make any changes to your payment method online.
    g. Prices for any products and services offered via the Services may change at any time, and the Services do not provide price protection or refunds even if there is a price reduction or promotional offering.

10. CODE OF CONDUCT

a. We may offer a user-accesible community through our uFab platform or website that allows you to interact with other uFab users to ask questions, or post tips, and other communications. To participate in any of our community groups, we have a few rules you need to follow. You are not allowed to: i. Post Customer Content that violates or infringes anyone's intellectual property or other rights. ii. Post Customer Content that is false, misleading, unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, obscene, pornographic, invasive of another's privacy, tortious, or contains explicit or graphic descriptions, or accounts of, sexual acts. iii. Post Customer Content that is bullying, or otherwise victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability. iv. Post Customer Content without proper attribution. Make sure that you include full links back to your original source, if applicable, and that you provide proper attribution for any Customer Content you share that is not yours. v. Pretend to be somebody else (although you may use an alias when using our Services in any manner that may identify you). vi. Solicit personal information from anyone under 18 years old. vii. Use any of our content, materials or Services for commercial purposes or insert your own or a third party's advertising, branding or other promotional content into the of the Services without our written consent. viii. Use our Services for any illegal or unlawful purposes or to further any illegal activity. ix. Transmit spam, bulk or unsolicited communications. x. Forge headers or otherwise manipulate identifiers (including URLs) in order to disguise the origin of any content transmitted through the Services. xi. Post any Customer Content that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment. xii. Harvest or collect email addresses or other contact information of other users from the Services or our website by electronic or other means. xiii. Interfere with the use of the Services by others. xiv. Circumvent, modify, attempt to circumvent or modify or encourage any other person to circumvent or modify any security technology or software that is part of the Services. xv. Attempt to frame or redistribute the Services.

11. REPRESENTATIONS AND WARRANTIES; DISCLAIMERS

a. No ITAR Restricted Documents. You represent and warrant that you will not use our Services in any way to create, upload, or otherwise use any documents restricted by the U.S. International Traffic in Arms Regulations (ITAR). b. Recommendations Only. You understand and agree that our Services are designed to provide recommendations only, and are not intended to be a substitute for your professional judgment. uFab and its licensors make no representations or warranties about the accuracy, reliability, completeness, currentness or timeliness of any quotes or other recommendations provided by the Services; or the satisfaction of any government regulations relating to the quotations, recommendations or other results produced by using our Services. c. YOUR ACCESS TO, USE OF AND RELIANCE ON THE SERVICES IS AT YOUR SOLE RISK UNLESS OTHERWISE EXPLICITLY STATED. THE SERVICES ARE PROVIDED "AS IS" "AS AVAILABLE" AND "WITH ALL FAULTS". TO THE EXTENT PERMISSIBLE BY APPLICABLE LAW, UFAB AND ITS AFFILIATES DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. d. UFAB AND ITS AFFILIATES DO NOT ENDORSE AND ARE NOT RESPONSIBLE FOR (1) THE ACCURACY OR RELIABILITY OF ANY OPINION, ADVICE, OR STATEMENT MADE THROUGH THE SERVICES BY ANY PARTY, (2) ANY CONTENT PROVIDED ON OR CAPABILITIES OR RELIABILITY OF ANY PRODUCT, OR (3) SERVICE OBTAINED FROM LINKED WEBSITES. e. Some jurisdictions do not allow disclaimer of implied warranties. In those jurisdictions, some of the disclaimer above may not apply.

12. LIMITATION OF LIABILITY

a. UFAB AND ITS AFFILIATES SHALL NOT BE LIABLE FOR ANY ACCESS TO, USE OF OR RELIANCE ON THE SERVICES BY YOU OR ANYONE ELSE, OR FOR ANY TRANSACTIONS, COMMUNICATIONS, INTERACTIONS, DISPUTES OR RELATIONS BETWEEN YOU AND ANY OTHER PERSON OR ORGANIZATION ARISING OUT OF OR RELATED TO THE SERVICES OR CONTENT ACCESSED THROUGH UFAB. b. YOUR USE OF THE SERVICES AND ANY RELATED PRODUCTS IS AT YOUR OWN RISK. NEITHER UFAB, NOR ANY OF ITS SUBSIDIARIES, AFFILIATES, OFFICERS OR DIRECTORS, NOR ANY OF ITS AGENTS OR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR ANY RELATED CONTENT OR PRODUCTS, ARE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR OTHER DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE SITE WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF ANY SUCH DAMAGES. c. UFAB’S AGGREGATE LIABILITY, AND THE AGGREGATE LIABILITY OF ITS PARTNERS AND LICENSORS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE ARISING OUT OF OR RELATING TO THE SERVICES IS LIMITED TO $1000. d. To the extent any jurisdiction does not allow the exclusion or limitation of direct, incidental or consequential damages, portions of the above limitations or exclusions may not apply.

13. Copyright Infringement

uFab will investigate claims of copyright infringement and take appropriate actions under the Digital Millennium Copyright Act, Title 17, United States Code, Section 512(c)(2) ("DMCA"). If you believe that any content on the uFab website (available at https://ufab.io/) or accessible through the Services has infringed your copyright, you may submit a written notification of claimed copyright infringement to the following Designated Agent: legal@ufab.io or uFab Attn: Legal Mossvägen 10, 811 81 Sandviken, Sweden DMCA Notification To be effective, the notification must be written and include the following (please consult your legal counsel or see Section 512(c)(3) of the DMCA to confirm these requirements):
    1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
    2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.
    3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material. Providing URLs in the body of an email is the best way to help us locate content quickly.
    4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
    5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
    6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
After removing material according to a valid DMCA notice, we will immediately notify the individual responsible for the allegedly infringing material that we have removed or disabled access to the material. If you do not comply with all of the requirements of this Copyright Policy, your DMCA notice may not be valid. Only DMCA notices should go to our Designated Agent. If you send an email or notice to our Designated Agent without a proper subject line, or for purposes other than communication about copyright claims, we may not acknowledge or respond to your communication. Any other feedback, comments, requests for technical support, and other communications should be directed to our customer service at help@ufab.io It is our policy to terminate, under appropriate circumstances, any accounts of individuals who are repeat copyright infringers, and reserves the right, in its sole discretion, to terminate any access by individuals for actual or apparent copyright infringement.

14. Termination

a. These Terms will continue until terminated. You may terminate these Terms at any time and for any reason by deactivating your account and discontinuing your use of the Services, including but not limited to removing our mobile application(s) and other materials we have provided to you from all of your devices. uFab may also terminate or suspend your account or your use of the Services at any time and for any reason with or without notice and without liability, including if we reasonably believe that you have violated these Terms, you have created any risks to uFab or we have decided to stop providing the Services. b. uFab may deactivate your account automatically and without notice if payment for the Services is not made within ten (10) days of the due date. c. If your account is terminated or you delete any Customer Content, uFab will make reasonable efforts to make such Customer Content inaccessible. However, you acknowledge and agree that any such Customer Content may be retained in caches or backups and that copies of or references to your Customer Content may persist indefinitely due to the nature of the Services and the internet.

15. Applicable Law

a. These Terms are governed by the laws of the State of [New York] without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings or litigation arising in connection with the Services will be brought solely in the federal or state courts located in [New York, New York], and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum. b. The Services may be viewed globally. However, the Services are only available to Customers in the U.S. If you are located outside the U.S., you acknowledge and agree that you are not allowed to use the Services.

16. Dispute Resolution; Arbitration

a. Dispute Resolution. If you have any dispute with us, you must first give us an opportunity to resolve the dispute by sending a written description of your claim to us at legal@ufab.io. We each agree to negotiate your claim in good faith. If we are unable to resolve the claim within 60 days after we acknowledge receipt of this claim description, you may pursue your claim in arbitration as described below. b. Binding Arbitration. We each agree that, except as provided below and to the extent permitted by law, any and all claims or disputes in any way related to or concerning these Terms or the Services, including any billing disputes, will be resolved by binding arbitration. We each also agree that these Terms affect interstate commerce so that the Federal Arbitration Act and Federal Arbitration Law apply. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow these Terms and can award the same damages and relief as a court (including attorneys' fees). i. Arbitration. Any dispute relating to these Terms or the Services, excluding any claims of infringement of intellectual property, that are not resolved by our dispute resolution process above may be resolved by binding arbitration to be held in the [New York, New York], in accordance with the rules then in effect of the American Arbitration Association. The parties will mutually agree on a single arbitrator. If the parties cannot mutually agree, the arbitrator will be appointed by the American Arbitration Association. The arbitrator may grant injunctions or other relief in such dispute or controversy. The decision of the arbitrator shall be final, conclusive and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court of competent jurisdiction. The party that does not prevail shall pay all of the costs and expenses of such arbitration, and each party shall separately pay its respective counsel fees and expenses. The arbitrator will not have the power to award damages in excess of the limitation on actual compensatory, direct damages set forth in these Terms and may not multiply actual damages or award punitive damages or any other damages that are specifically excluded under these Terms, and each party hereby irrevocably waives any claim to such damages. ii. Class Action Waiver. We each agree that any proceedings, whether in arbitration or court, will be conducted only on an individual basis and not in a class or representative action or as a member in a class, consolidated or representative action. If a court or arbitrator determines in an action between you and us that this Class Action Waiver is unenforceable, the arbitration agreement will be void as to you. iii. Jury Trial Waiver. If a claim proceeds in court rather than through arbitration, we each waive any right to a jury trial. iv. Injunctive Relief. You agree that any material breach of Section 7 of the Terms will result in irreparable harm to uFab and damages would be an inadequate remedy. Therefore, in addition to its rights and remedies otherwise available at law, uFab will be entitled to equitable relief, including both a preliminary and permanent injunction, if such a breach occurs. You waive any requirement for the posting of a bond or other security if uFab seeks such an injunction.

17. General Terms

a. You must not assign or otherwise transfer the Terms or any right granted hereunder. b. Sections 5.b, 5.c, 5.e, 5.i, 6, 7, 11, 12, 13, 14, 15 and 16 survive will remain in full effect after termination or expiration of the Terms. c. Any express waiver or failure to exercise promptly any right under the Terms will not create a continuing waiver or any expectation of non-enforcement. If any provision of the Terms is held invalid by any law or regulation of any government, or by any court or arbitrator, the parties agree that such provision will be replaced with a new provision that accomplishes the original business purpose, and the other provisions of the Terms will remain in full force and effect. d. uFab reserves the right at all times to disclose any information as uFab deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in uFab's sole discretion. e. A printed version of these Terms and of any notices given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.