1. Scope of Services. TD Kinstruct shall provide 3D printing services as described on the attached Invoice, Statement of Work or as otherwise agreed in writing by the parties.
2. Fees and Payment Terms. Fees for services and reimbursement for costs shall be billed in accordance with the attached invoice. Invoices are due upon receipt. Past due accounts may result in suspension of services. The Client is responsible for all collection costs, including reasonable attorney fees, if collection is required. Changes in the scope of services will be charged separately, with all additional charges explained prior to commencement. In the event that TD Kinstruct fails to deliver the prints as specified, customer will be refunded 100% in full.
3. Intellectual Property Rights.
a. Client Materials. All intellectual property rights in designs, models, or files provided by the Client remain the property of the Client, unless otherwise agreed in writing. The Client represents and warrants that they have all necessary rights and licenses to use and reproduce such materials. The Client is responsible for ensuring that their use of the Services does not infringe upon any third-party intellectual property rights.
b. Service Provider Materials. Any intellectual property created by TD Kinstruct in the course of providing services shall be considered the property of TD Kinstruct, unless otherwise specified in a separate agreement.
c. License for Use. The Client grants TD Kinstruct a non-exclusive, royalty-free license to use, reproduce, and display the Clients materials solely for the purpose of providing the agreed services.
4. Social Media and Promotional Use. The Client must have all necessary rights and licenses to use and reproduce any materials provided for social media promotions. Unless otherwise agreed in writing, TD Kinstruct may use images or representations of the completed 3D printed work for its own marketing and social media purposes, provided that any confidential or proprietary information of the Client is not disclosed. The Client may request in writing that certain materials not be used for promotional purposes.
5. Confidentiality. Both parties agree to maintain the confidentiality of any proprietary or confidential information disclosed during the course of the engagement, except as required by law. Confidentiality obligations are further detailed in the operating agreement and are not superseded by this Agreement.
6. Indemnification. The Client agrees to indemnify and hold harmless TD Kinstruct, its members, managers, and employees from any claims, damages, or liabilities arising out of the Clients use of the services, including but not limited to intellectual property infringement or violation of applicable laws.
7. Limitation of Liability. In no event will TD Kinstruct be liable to Client or any other party, under any circumstances, for any special, consequential, indirect or punitive damages such as loss of capital, loss of use, substitute performance, loss of production, loss of profits, loss of business opportunity, labor costs, damages to Client’s customers, or any other claims for damages, even if such losses or damages are reasonably foreseeable. TD Kinstruct’s liability is limited to the price of the goods upon which a claim is based.
8. Warranties and Representations. The Client represents and warrants that all materials provided do not infringe upon any third-party intellectual property rights and that they have all necessary rights and licenses for such use.
9. Governing Law & Dispute Resolution. This Agreement shall be governed by and construed in accordance with the laws of the State of North Carolina. Any disputes arising under this Agreement shall be resolved through good faith negotiations. If unresolved, disputes may be submitted to mediation or arbitration in Mecklenburg County, North Carolina.