RedEye™ Customer Agreement

This Agreement sets forth the terms and conditions on which rapid prototyping services and quotations for such services (Services) are made available via this website.

REDEYE is a business unit of Stratasys, Inc. with a regional facility hosted by RapidPro in Victoria, Australia. All transactions placed and services provided by the REDEYE/RAPID PRO Australasia Web site are the sole responsibility of RapidPro.

1.  RAPID PROTOTYPING SERVICES.

1.1  REDEYE QUOTATIONS.  From time to time the Customer may request price quotations (REDEYE Quotes) from REDEYE/RAPID PRO for the production of a rapid prototype model (a Model) and/or provision of other Services by completing the REDEYE Quote form on this website. The REDEYE Quote requires the Customer to submit all of its desired specifications (Specifications) for the Model to REDEYE/RAPIDPRO, using 128-bit encryption, or alternatively to allow REDEYE/RAPID PRO to measure the size of the Specifications data file on the Customers computer by accepting the REDEYE/RAPID PRO Browser plug-in. REDEYE/RAPID PRO will provide all quotes promptly after receipt of the Customers request, unless manual quoting is required based on the attributes of the request and/or model(s). Each REDEYE Quote is only valid for 30 days from the time the quote is saved. However, REDEYE/RAPID PRO reserves the right to adjust any REDEYE Quote if the Customer makes changes to the applicable Specifications.

1.2  ORDERS.  Once the Customer has obtained a REDEYE Quote, the Customer may accept the REDEYE Quote from REDEYE/RAPID PRO and may submit an online order (an Order) requesting REDEYE/RAPID PRO to produce the Model(s) quoted. The total fees for each Order shall include the applicable amount specified in the REDEYE Quote for the Model(s), plus all applicable taxes and all shipping charges (collectively, the Fees). To submit an Order, the Customer must either pay the Fees in advance online by providing REDEYE/RAPID PRO with valid credit card account information, or by issuing a non-cancelable purchase order to RAPID PRO by fax +61 3 5973 6001. A hard copy of the PO is required before an Order can be shipped from our facilities. Once an electronic Order confirmation has been delivered to the Customer, the Order is binding on both parties, and may not be cancelled except by agreement. REDEYE/RAPID PRO reserves the right to accept or reject any Order for any reason.

1.3  RAPIDPRO Policy.  Except in the case where a special scheme of payment has been expressly agreed, all invoices are due 14 days after the date of invoice.

Late payment (payment beyond 45 days) will be subject to an account keeping charge of 1,5 % for each elapsed and/or started month. Minimum charge is $50 (AUD).

RAPIDPRO remains the sole owner of the products until their entire payment is received, transport and taxes included.

Separate parts of a quote can be invoiced separately.

RAPIDPRO reserves the right to refrain from execution of further components of a quote, or of a following quote, or to terminate a delivery, as long as the outstanding issued invoices remain unpaid.

All Payments are to be in Australian dollars. The exchange rate to be based on the day of transaction.

1.4  DELIVERY STANDARD.  REDEYE/RAPID PRO will use commercially reasonable efforts to provide all Models to the Customer in accordance with this Agreement and within the timeframe provided by the Project Coordinator shortly after time of Order. Average delivery is 2 to 5 business days based on current workload and REDEYE Quote description.

2.  CUSTOMER SATISFACTION.  If any Model does not meet the Specifications, and the Customer notifies REDEYE/RAPID PRO within one business day of receipt, the Customer may return the Model (at the Customers own expense) within five business days of receipt and receive replacement Model, or a full refund of the Model Fees (exclusive of applicable taxes and shipping charges). Failure to return a Model in this manner shall constitute acceptance of the Model by the Customer.

3.  OWNERSHIP OF INTELLECTUAL PROPERTY.

3.1  CUSTOMER OWNERSHIP.  The entire right, title and interest, including all copyright, patent, trade secret, mask work and trademark rights (Intellectual Property), in and pertaining to any Specifications and the applicable Model shall be owned solely by the Customer.

3.2  REDEYE RIGHTS.  3.2 Notwithstanding Section 3.1, REDEYE/RAPID PRO shall retain all right, title and interest, including all Intellectual Property, in the website and in the underlying software, technology, methodologies and know-how used by REDEYE/RAPID PRO in performing its Services and producing Models.

4.  LIMITED WARRANTIES.

4.1  NATURE OF PROTOTYPE MODELS.  Customer acknowledges and agrees that all Models are intended to be used for initial design analysis only, and that no warranties exist or are offered as to materials, strength, tolerances or other Model characteristics. All Models are delivered and accepted in AS IS condition, and REDEYE/RAPID PRO HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR ANY REDEYE/RAPID PRO MODELS OR SERVICES. Customer also acknowledges and agrees that in no event will REDEYE/RAPID PRO be liable for any damages of any nature under any circumstances, including REDEYE/RAPID PROs alleged negligence, and that the aggregate liability for any claim(s) awarded by any court of competent jurisdiction will in no event exceed the limitations identified in Section 5 below. Customer further agrees that these disclaimers, exclusions and limitations of liability are a material and essential condition of this Agreement, and that the Website and Services would not be made available, or would be made available on materially different terms in the absence of these conditions.

4.2  CUSTOMER WARRANTIES.  The Customer hereby warrants that (a) it has the right to provide the Specifications to REDEYE/RAPID PRO; (b) the use of the Specifications and such other materials provided by the Customer to produce a Model will not violate or infringe any intellectual property or other legal rights of any third party; and (c) any software or Model files delivered by the Customer to REDEYE/RAPID PRO will be free of any viruses, time bombs and other harmful programming routines.

5.  LIABILITY.

5.1  LIMITATION OF LIABILITY.  REDEYE/RAPID PRO HEREBY DISCLAIMS AND EXCLUDES ALL LIABILITY FOR ANY PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT AND/OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, ARISING IN CONNECTION WITH THIS AGREEMENT AND ITS SUBJECT MATTER, WHETHER SUCH DAMAGES ARISE BY CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.

5.2  LIMITATION OF AGGREGATE DAMAGES.  REDEYE/RAPID PROs AGGREGATE LIABILITY FOR ANY DAMAGES SUFFERED OR INCURRED IN CONNECTION WITH THIS AGREEMENT AND ITS SUBJECT MATTER, WHETHER ARISING BY CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER FOR THE APPLICABLE PART ALLEGED TO HAVE CAUSED SUCH DAMAGE.

5.3  INDEMNITY.  The Customer shall indemnify, defend and hold harmless REDEYE/RAPID PRO and its directors, officers, employees and agents from all losses, liabilities, damages and expenses (including reasonable attorneys fees and costs) that they may suffer as a result of any claims, demands, actions or other proceedings made or instituted by any third party against any of them and arising out of: (i) any claim that any Specifications, Models or any other materials provided to REDEYE/RAPID PRO in connection with an Order violate or infringe the intellectual property or other legal rights of any third party; or (ii) any use of a Model by the Customer or its employees, agents or contractors.

6.  ACCESS AND INTERFERENCE.  The Customer shall use its e-mail address and a password to log on to the REDEYE/RAPID PRO website. The Customer must not disclose its password to third parties. The Customer is responsible for all access to and use of the REDEYE/RAPID PRO website using its e-mail address and password. If an employee, agent or any person uses the Customers e-mail address and password to access the REDEYE/RAPID PRO website, the Customer will be deemed to have authorized any access, use or misuse of the REDEYE/RAPID PRO website (including without limitation all orders placed) by such employees or agents or any other person using the Customers e-mail address and password. The Customer will not use any robot, spider, other automatic device or manual process to monitor or copy REDEYE/RAPID PRO s web pages or the content contained herein without the express written permission of REDEYE/RAPID PRO. The Customer will not interfere or attempt to interfere with the proper working of the REDEYE/RAPID PRO site or any activities conducted on the REDEYE/RAPID PRO site. The Customer will not take any action that imposes an unreasonable or disproportionately large load on REDEYE/RAPID PRO s infrastructure. The Customer will not copy, reproduce, alter, modify, create derivative works of, or reverse engineer the REDEYE/RAPID PRO website or publicly display any content from the REDEYE/RAPID PRO website without the prior express written consent of REDEYE/RAPID PRO.

7.  TERMINATION.  Either the Customer or REDEYE/RAPID PRO may terminate this Agreement at any time upon written notice to the other party, but all Orders previously submitted and confirmed shall remain binding upon the parties. Sections 3-6 shall survive the termination of this Agreement.

8.  MISCELLANEOUS PROVISIONS.

8.1  GOVERNING LAW.  Australian law governs all agreements to which these conditions are entirely or partially applicable. In case of dispute, only the competent courts of the judicial area of the registered office of RAPID PRO have exclusive jurisdiction.

8.2  FORCE MAJEURE.  Except for the courtesy discount to be offered to any Customer under Section 1.3, neither party shall be liable for a breach of its obligations hereunder to the extent that such breach is caused by factors outside its reasonable ability to foresee and avoid (provided that such party makes diligent good faith efforts to remedy the breach as soon as possible), including without limitation war, acts of God, terrorism, natural disaster, or third party communications or encryption failure, and which continue for any 60 day period.

8.3  ENTIRE AGREEMENT.  This Agreement and any accompanying Orders embody the entire agreement and understanding between the parties regarding the subject matter hereof, and supersede any prior understanding and agreements between and among them respecting the subject matter hereof. REDEYE/RAPID PRO may at any time change or modify the terms of this Agreement by publishing such additional or replacement terms on the website at least five business days prior to implementation. If the Customer does not agree with any change or modification, the Customer may terminate this Agreement on notice to REDEYE/RAPID PRO.

8.4  INDEPENDENT CONTRACTORS.  The parties hereto are independent contractors and are not, and shall not represent themselves as, principal and agent, partners or joint venturers. No party shall attempt to act, or represent itself as having the power, to bind another party or create any obligation on behalf of another party. Each party shall be solely responsible for the employment, direction and control of its employees and their acts.

8.5  SEVERABILITY.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. The parties agree that (a) the provisions of this Agreement shall be severable in the event that any of the provisions hereof are for any reason whatsoever invalid, void or otherwise unenforceable, (b) such invalid, void or otherwise unenforceable provisions shall be automatically replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (c) the remaining provisions shall remain enforceable to the fullest extent permitted by law.

8.6  ASSIGNMENT.  The Customer shall not assign the rights and obligations under this Agreement without the written consent of REDEYE/RAPID PRO. Any assignment in breach of this provision shall be void ab initio.