Terms of Use


THIS IS A LEGAL AGREEMENT BETWEEN YOU (“YOU”) AND 3D MATTER, INC. (“3D MATTER”). 3D MATTER IS WILLING TO MAKE AVAILABLE AND LICENSE THE OPTIMATTER DATA LIBRARY AND OPTIMIZATION TOOL (THE “PRODUCT”) TO YOU ONLY UPON THE CONDITION THAT YOU ACCEPT ALL OF THE TERMS CONTAINED IN THIS SUBSCRIPTION LICENSE AGREEMENT (THE "AGREEMENT"). PLEASE READ THIS AGREEMENT CAREFULLY BEFORE CLICKING ON THE “I AGREE” BUTTON, AS CLICKING ON THIS BUTTON WILL INDICATE YOUR ASSENT TO IT. IF YOU DO NOT AGREE TO THE BELOW TERMS AND CONDITIONS, THEN CLICK ON THE “I DO NOT AGREE” BUTTON. IF YOU DO NOT AGREE TO THE BELOW TERMS AND CONDITIONS, 3D MATTER IS UNWILLING TO LICENSE THE PRODUCT TO YOU.

  1. Subject to the following terms and conditions, 3D Matter grants to you a nonexclusive, nontransferable limited license to access and use the Product solely for your internal business purposes and subject to the limitations in this Agreement. You may use the Product solely to evaluate performance characteristics of certain materials for the purpose of optimizing 3-D printing using such materials.
  2. In order to gain access to the Product, you must open up an account with 3D Matter. You represent that all information you provide during the account registration process and at any time thereafter (“Registration Information”) will be true, accurate, complete, and current and that you will promptly update your Registration Information as necessary such that it is, at all times, true, accurate, complete, and current. 3D Matter may use all Registration Information, subject to 3D Matter compliance with the 3D Matter Privacy Policy that can be found at [insert link]. This Agreement incorporate the terms and conditions set forth in the Privacy Policy. You are consenting to have your personal data used by 3D Matter as set forth in the Privacy Policy. You alone are responsible for maintaining the security of your Registration Information and for all uses of the Product accessed via your account. You are responsible for maintaining access to the email address associated with your account. You hereby represent and warrant that you are the age of majority and have all legal rights to open up an account and agree to the terms of this Agreement.
  3. For use of the Product (except in connection with a Free Trial, as described below), you are required to pay a monthly subscription fee that may change from time to time subject only to your right to terminate your subscription in accordance with the terms herein. You will be provided with not less than sixty (60) days notice by email of any increase in your monthly subscription rate. Your continuation of your monthly subscription will be deemed an acceptance of any price increase. Fees vary by the applicable subscription that you have purchased. Current fee schedules are available on the 3D Matter web site (www.optimatter.com). You are responsible for payment of all applicable monthly subscription fees incurred by your account. At this time, 3D Matter does not collect a sales and or use tax for providing you access to the Products, but it may do so in the future. If any tax is to be paid to state or local governments by your purchase of the Product, it is your responsibility to report and make such tax payments in compliance with all applicable laws. In the event that 3D Matter collects any taxes on the sale and or use of Products, such taxes will be itemized separately on your invoice and/or receipt. You agree that 3D Matter may charge all monthly subscription fees to the payment method (e.g., credit card, PayPal account, debit card, etc.) you have provided in your Registration Information. All monthly subscription fees are due in advance and will be billed to your payment method in advance. It is your responsibility to notify 3D Matter if your payment method has changed by making the appropriate changes to your account settings. If you do not provide a valid payment method, or if your designated payment method is determined by 3D Matter to be inactive for any reason, 3D Matter may immediately discontinue providing the Product to you. You agree not to cause your credit or debit card company to reverse or “chargeback” any monthly subscription fees charged in accordance with this Agreement; and in the event you do so, 3D Matter may terminate your use of the Product, and you agree to reimburse 3D Matter for any costs incurred in responding to such chargeback, including, without limitation, 3D Matter’s actual costs paid to the credit or debit card company, including chargeback fees, and the value of the time 3D Matter employees spend on the matter as determined in 3D Matter’s discretion in good faith. All monthly subscription fees paid are nonrefundable except in the event of a billing error. In order to be considered a “billing error” you must provide a cancellation confirmation email to [insert applicable link]. The cancellation confirmation email must show that you canceled your subscription before the period for which you were incorrectly billed. Free Trials will not be billed a monthly subscription fee, but access to the Product will be limited as set forth in the program description for the “Free Trial.” If you are receiving a Free Trial, you may update your subscription to a paid subscription at any time by purchasing the appropriate subscription via the web site.
  4. Your subscription is on a month to month basis and is contingent upon receipt in advance of the applicable monthly subscription fee. You may terminate your subscription and this Agreement at the end of any monthly subscription period by cancelling your subscription pursuant to cancellation feature located in your account. No refunds will be provided in connection with a termination of your subscription. 3D Matter may cancel your account and terminate your subscription at any time if, in our sole discretion, you have breached the terms of this Agreement or your representations, warranties, and covenants in this Agreement. Any provisions of this 27633.1-911222 v1 1.
    Agreement that by their nature should continue after termination of your subscription and this Agreement will continue to apply even after the expiration or termination of this Agreement, including without limitation, Sections 2, 4, 5, 6, 7, 8, 9 10, 11, 12 and 13.
  5. You may not sublicense, rent, distribute, lease or otherwise assign your rights in the Product. You may not change, alter or modify the Product, translate, port, reverse assemble, reverse compile, disassemble, or in any way reverse engineer the Product. You may not create derivative works of the Product. This license does not grant you any right to bug fixes, enhancements, service patches, updates or new releases, but if such are made available to you by 3D Matter, then any such bug fixes, enhancements, service patches, updates or new releases shall become part of the Product and shall be governed by the terms of this Agreement. You may not use the Product, except as specified in this Agreement, and you may not remove any proprietary notices on the Product. 3D Matter reserve all rights not expressly granted to you in this Agreement. You acknowledge and agree that the Product includes 3D Matter proprietary data related to 3D printing materials (the “Licensed Data”). The only manner in which you are permitted to view Licensed Data is through the ordinary course of using the Product as intended. You shall not use any data mining, harvesting or extraction tool to extract Licensed Data from the Product. You shall not: (1) publish, copy, distribute or sell the Licensed Data in whole or in part or any information derived from the Licensed Data, (2) merge the Licensed Data or any portion thereof or data contained therein or derived therefrom into any separate file, database or listing compiled by you or any third party, use Licensed Data to collect data similar to Licensed Data, use the Licensed Data or any data contained therein or derived therefrom to create a new database, or (3) disseminate, distribute, publish, rent, share or otherwise make the Licensed Data to any other person, organization or entity whether or not affiliated with you. Notwithstanding the foregoing, if you have licensed the right to use the OptiMatter API, you may use the API to make calls to the Licensed Data database and retrieve the Licensed Data for your internal analysis. You may not copy, distribute, or transfer the API to any third party.
  6. You may not transfer the Product to another entity or person. Any breach of the terms and conditions herein shall immediately terminate your rights and license under this Agreement. You hereby certify and agree that the Product will not be shipped, transferred, or re-exported, directly or indirectly, into any country prohibited by the United States Export Administration Act and the regulations thereunder, and the Product will not be used for any purpose prohibited by the same.
  7. You may not erase, delete or modify any copyright, trademark or other proprietary notices included on the Product. You agree that if you infringe 3D Matter’ intellectual property rights or exceed the scope of permitted use of this license, 3D Matter will be irreparably injured and may terminate this Agreement and obtain a court order to enjoin you from further use of the Product and the Licensed Data.
  8. This license is not a sale. Title, ownership rights, and intellectual property rights in and to the Product shall remain in 3D Matter. You agree to abide by the copyright laws and all other applicable laws of the United States and international treaties. You acknowledge that the Product remains a confidential trade secret of 3D Matter. Failure to comply with the above restrictions will result in automatic termination of this Agreement and will make available to 3D Matter other legal remedies.
  9. Although 3D Matter has no obligation to provide upgrades to the Product, 3D Matter may from time to time provide upgrades. Any upgrades to the Product shall be deemed to become part of the Product and shall be subject to the terms and conditions of this Agreement.
  10. THE PRODUCT IS PROVIDED “AS-IS” WITHOUT ANY WARRANTIES, EXPRESS OR IMPLIED AND 3D MATTER EXPRESSLY EXCLUDES ANY OTHER WARRANTY OR CONDITION, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES AND CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. 3D MATTER DOES NOT WARRANT, GUARANTEE, OR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR THE RESULTS OF THE USE, OF THE PRODUCT IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, CURRENTNESS, OR OTHERWISE. THE ENTIRE RISK AS TO THE RESULTS AND PERFORMANCE OF THE PRODUCT IS ASSUMED BY YOU. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY 3D MATTER SHALL CREATE A WARRANTY OR CONDITION OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE.
  11. TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL 3D MATTER BE LIABLE FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY CLAIMS FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST INFORMATION OR OTHER DAMAGES ARISING OUT OF THE USE OR INABILITY TO USE THE PRODUCT. IN NO EVENT SHALL 3D MATTER HAVE ANY LIABILITY FOR ANY DATA STORED OR PROCESSED WITH THIS PRODUCT, INCLUDING THE COST OF RECOVERING ANY LOST DATA. IN ALL EVENTS, 3D MATTER’ SOLE OBLIGATION OR LIABILITY UNDER THIS AGREEMENT IN THE AGGREGATE IS A REFUND OF THE MOST RECENT MONTHLY SUBSCRIPTION FEE PAID FOR THE PRODUCT. THE PARTIES AGREE THAT THESE LIMITATIONS ARE AN ESSENTIAL PART OF THE AGREEMENT AND THAT 3D MATTER WOULD NOT ENTER INTO THE AGREEMENT WTIHOUT THESE LIMITATIONS. THIS LIMITATION OF LIABILITY CLAUSE WILL SURVIVE FAILURE OF ITS ESSENTIAL PURPOSE. 27633.1-911222 v1 2
  12. This Agreement shall be governed by and construed in accordance with the laws of the State of New York, without regard to the choice of law provisions thereof. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement. Any dispute or claim arising out of, or in connection with, this Agreement shall be finally settled by binding arbitration in New York, New York, in accordance with the then-current rules and procedures of the American Arbitration Association by one (1) arbitrator appointed by the American Arbitration Association. The arbitrator shall apply the law of the State of New York, without reference to rules of conflict of law or statutory rules of arbitration, to the merits of any dispute or claim. Judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. The parties agree that, any provision of applicable law notwithstanding, they will not request, and the arbitrator shall have no authority to award, punitive or exemplary damages against any party. In the event that any arbitration, action or proceeding is brought in connection with this Agreement, the prevailing party shall be entitled to recover its costs and reasonable attorneys' fees. In the event that the above arbitration provision is held invalid or unenforceable, any dispute with respect to this Agreement shall be brought and heard either in the New York state courts located in New York, New York or the federal district court, located in New York, New York. In such event, the parties to this Agreement each consent to the in personam jurisdiction and venue of such courts. The parties agree that service of process upon them in any such action may be made if delivered in person, by courier service, by telegram, by telefacsimile or by first class mail, and shall be deemed effectively given upon receipt.
  13. This Agreement sets forth the entire agreement between you and 3D Matter pertaining to the licensing of the Product and supersedes in its entirety any and all written or oral agreements previously existing between the parties with respect to such subject matter. If any provision of this Agreement is held invalid or unenforceable, such provision shall be revised to the extent necessary to cure the invalidity or unenforceability, and the remainder of this Agreement shall continue in full force and effect. In the event of any conflict between any provision of this Agreement and any applicable law, the provision or provisions of this Agreement affected shall be modified to remove such conflict and permit compliance with such law and as so modified this Agreement shall continue in full force and effect. This Agreement may not be assigned without the consent of 3D Matter.