PRODUCT AGREEMENT

This is a legal agreement between you (meaning you as an individual if acting on your own behalf, or the company that you represent if you are acting on behalf of such company) and Voltera Inc. (“Voltera”).  This agreement, along with Voltera’s Privacy Policy at www.voltera.io/policies/privacy-policy, applies to your purchase and use of the Voltera Product (as defined herein). This Agreement may be updated by Voltera from time to time, and it is your responsibility to ensure your use of the Product is in compliance with the current version of this Agreement. 

BY USING THE PRODUCT AND/OR BY CLICKING ON THE “I ACCEPT” LINK IF APPLICABLE, YOU ARE CONSENTING TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW.  IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS SET FORTH BELOW, YOU ARE NOT PERMITTED TO USE THE PRODUCT, AND SHOULD RETURN THE PRODUCT TO VOLTERA.

Terms and Conditions.

  1. Product Ownership and Usage.  The Voltera product is a prototyping tool for electronics, that is designed, developed and manufactured by Voltera, and consists of a printer that is designed to dispense conductive ink and solder paste onto FR4 (being a specific composite material composed of woven fiberglass cloth with an epoxy resin binder) to create circuit boards (the “Printer”), firmware included in such printer (“Firmware”), and software that runs the printer, to be installed on computers with supported operating systems (the “Software”).  The Printer, Firmware and Software are collectively referred to herein as the “Product”.  Where you have purchased the Product from Voltera, the conditions of sale under which you purchased the Product from Voltera shall apply to your purchase.  The following provisions apply to your possession and use of the Product:
    1. Title to any Product bought by you shall pass to you upon your full payment for such Product; however, notwithstanding the foregoing, title to Firmware and Software shall NOT pass to you, and you are hereby put on notice that your use of the Firmware and Software supplied to you as part of or in conjunction with the Product is governed by and subject to the software license terms as set forth herein.  Use of any third party software under this Agreement shall be governed by and subject to your agreeing to the terms of all applicable third party agreements and licenses respecting such third party software.
    2. You do not acquire any intellectual property or other proprietary rights under this Agreement, including without limitation any right, title or interest in and to patents, copyrights, trade-marks, industrial designs, confidential information, or trade secrets, whether registered or unregistered, relating to the Product or any part thereof.  Your only rights to the Product or any part thereof shall be those rights expressly licensed or granted to you under this Agreement or in a separate, mutually agreed upon, written agreement between you and Voltera.  Any rights not expressly granted under this Agreement are reserved.  
    3. Except to the extent expressly set forth herein or agreed upon in writing by you and Voltera, you shall not use the Product except for your personal use (which, in the case of a company, shall include use for your internal business functions), which shall not be for the purposes of development for commercial resale or further distribution of the Product, including without limitation by resale or sublicensing.
    4. Your use of the Product must be in accordance with the safety and usage instructions provided to you by Voltera in conjunction with the Product.  Without limiting the foregoing, you specifically acknowledge that:
      1. the Printer has a heated platform that reaches temperatures as high as 240C in normal operation, and you must therefore follow all directions for placing and removing material from such platform; and
      2. the Printer must only be used in conjunction with the types of ink and printable materials specified for use with the Printer, and you must handle such ink and materials in accordance with their safety requirements (for example, as the ink is a mildly toxic household chemical, contact with eyes and mouth should be avoided).
    5. You are responsible for the selection, implementation, and performance of any and all third party equipment and software used in connection with the Product, and for compliance with any licenses, conditions, laws, rules and/or regulations respecting the use of the Product and any equipment, services or software used in conjunction with the Products.  This includes all applicable laws, regulations and orders applicable to the export, re-export, transfer or resale of Product. You also acknowledge that Voltera will not take, and will not be required to take, any action contrary to such applicable laws.
    6. You acknowledge and agree that Voltera will exercise no control over your use of the Product, that you are solely responsible for complying with the provisions of this Agreement and all applicable laws, ordinances, codes and regulations of governmental agencies (including import and export laws and regulations), including federal, provincial, state, municipal and local governing bodies, of any country having jurisdiction over your use of the Product, and that Voltera has no liability whatsoever relating to your usage of the Product. Without limiting the foregoing, the Product is not intended for use with (whether direct or indirect), industrial, commercial, military or medical equipment, and is not intended for any use where failure or fault of the Product could directly or indirectly cause risk or damage to life or property, or in any mission-critical or time-sensitive application. Any such use is entirely at your discretion and risk, and shall void the warranty contained in this Agreement. You will be solely responsible for (and Voltera disclaims) any and all loss, liability, or damages resulting from such use, and you additionally agree to hold Voltera harmless from any claims for losses, costs, damages, or liability arising out of or in connection with your use of the Product, except to the extent solely caused by Voltera’s breach of this Agreement, gross negligence or wilful misconduct.
    7. Except as expressly provided herein, you shall not: 
      1. copy, reproduce, modify, enhance, improve, alter, reverse engineer, disassemble, deconstruct, translate, decrypt, reverse compile or convert into human readable form the Product or any part thereof;
      2. distribute, assign, license, sublicense, lease, rent, transfer, sell or otherwise provide access to the Product, in whole or in part, to any third party, unless the Product is sold in its entirety to a third party who has agreed in writing to comply with the terms of this Agreement;
      3. remove, deface, cover or otherwise obscure any proprietary rights notice or identification on the Product (including without limitation any safety or copyright notice); 
      4. copy any written or electronic materials accompanying any portion of the Product unless specifically authorized in writing to do so by Voltera; or
      5. authorize, permit or otherwise acquiesce in any other party engaging in the activities set forth in (i), (ii) (iii) or (iv) above, or attempting to do so.
  2. Product Changes.  Voltera reserves the right to make changes in the design of the Product (or any other of its products or services) without the obligation to make equivalent changes to Products that have previously been supplied to you. 
  3. Software and Firmware License.  
    1. Voltera hereby grants to you a personal, non-exclusive, non-transferable, royalty free license to use the Software in accordance with the terms of this Agreement and solely as specified in Section 1.  Except as expressly specified in this Agreement, this license does not imply any rights to future upgrades or updates to either the Software or Firmware.  However, if Voltera provides you with any upgrades or updates, such updates or upgrades shall be subject to the terms and conditions of this Agreement, and may be subject to additional payments.  Notwithstanding the foregoing, Voltera reserves the right, but has no obligation, to automatically download updates free of charge to Firmware and/or Software to maintain Product compatibility and to provide you with the latest supported version of the Firmware and/or Software.  In the event that you do not wish to obtain such automatic updates, you may notify Voltera at any time; however, discontinuance of such automatic updates may result in lack of Product support or additional charges for Product support due to your version being obsolete.  You do not have the right to obtain or use any source code for any Software.  
    2. All installation of Software shall be solely your responsibility, at your own risk, and Voltera shall have no responsibility whatsoever to support such installation process.  The warranty in this Agreement shall not apply to any issues with the software arising from such installation of the software by you or any third party on your behalf. You are solely responsible for the selection, implementation, installation, maintenance and performance of any and all equipment, software and services used for accessing and using the software, including without limitation your internal network infrastructure and Internet service provider.  You are further responsible for ensuring that all such equipment, software and services meet Voltera’s reasonable requirements, as identified in the applicable Product documentation.
    3. In addition to the obligations set forth in Section 1, you shall not:
      1. attempt to hack the Software or any communication initiated by the Software or to defeat or overcome any encryption and/or other technical protection methods implemented by Voltera with respect to the Software; 
      2. use any type of bot, spider, virus, clock, timer, counter, worm, software lock, drop dead device, packet-sniffer, Trojan-horse routing, trap door, time bomb or any other codes or instructions that are designed to monitor, distort, delete, damage or disassemble the Software or its ability to communicate with the Printer; or
      3. authorize, permit or otherwise acquiesce in any other party engaging in any of the activities set forth in (i) – (ii) above, or attempting to do so.
    4. The Software includes or utilizes certain software licensed from third parties, and is subject to the terms and conditions of such third party licenses.  The specific DLLs or other code in the Software, together with their applicable license terms, can be found at http://trac.osgeo.org/geos/ and http://savannah.nongnu.org/projects/avrdude.  Ownership of copyright and other intellectual property and proprietary rights in and to such DLLs and code are as set forth in such third party licenses.  The links to the applicable license terms are provided solely for your convenience, and Voltera disclaims any responsibility for the currency or accuracy of such links.  It is solely your responsibility to ensure that you comply with the version of the applicable third party license in effect as of the date of your use of the Software. You acknowledge that such third party license terms apply only to the specific DLLs or other code as set forth in the link set forth above; such terms and conditions do not apply to any other portions of the Software provided hereunder to you, and the terms and conditions of this Agreement shall govern all other portions of the Software and Firmware provided hereunder to you. 
    5. The Firmware consists of the Marlin 3D Printer Firmware (found at https://github.com/MarlinFirmware/Marlin), with developments to such Firmware made by Voltera.  As the Marlin 3D Printer Firmware is licensed under the GNU General Public License (found at http://www.gnu.org/licenses/), the Firmware is therefore considered a covered work under such license.  Accordingly, Voltera will provide you, upon request, with access to the source code for the Firmware, and the ability to copy such source code.  All terms and conditions of the GNU General Public License shall apply to your use of the source code of the Firmware, including the requirement to maintain the openness and free availability of such source code.  Please note that the terms of this Section 3(e) apply ONLY to the Firmware.
  4. Support.  Voltera shall not be obligated to provide any support or maintenance services for the Product unless otherwise expressly agreed upon in writing by you and Voltera. However, this provision does not relieve Voltera of its warranty obligations as expressly described in this Agreement.
  5. Warranty.  Voltera warrants that, for a period of six (6) month from the date that the Product is delivered to you by Voltera or its authorized distributor: (a) the Product will comply with Voltera’s specifications for such Product, and (b) the Product will be free from material defects in material, design and workmanship.  This warranty is valid only for the original purchaser of a new Product obtained from Voltera or its authorized distributor, and shall not survive any transfer of ownership of the Product.  The foregoing warranty shall be subject to the following provisions:
    1. You must follow Voltera’s return policy, as posted on Voltera’s website or as otherwise provided to you, and obtain a valid, written Return Materials Authorization (RMA) from Voltera as part of the warranty return process. Voltera reserves the right to refuse or return any Product sent back without an RMA.
    2. If you notify Voltera of any such material defects or non-conformance within such six (6) month period and obtain the applicable RMA, Voltera will, at its option, repair or replace the Product. If Voltera is unable to repair or replace such Product within a reasonable timeframe, Voltera will refund you the amounts paid for such defective or non-conforming Product. All shipment of such Product is at your expense, unless Voltera otherwise agrees in writing.
    3. Voltera may, at its option, use new or refurbished or used parts in good working condition to repair or replace any Product. Any replacement Product will be warranted for the remainder of the original warranty period or thirty (30) days, whichever is longer, or for such minimum time period as required by the jurisdiction in which you reside.
    4. The above warranty shall not apply to defects or non-conformities resulting from: (a) use of the Product in a manner contrary to, or not in accordance with, the documentation (including this Agreement), guidelines or instructions provided by Voltera (including use of any consumables, such as the conductive ink and solder paste, past their expiration date or shelf life, as specified in the applicable documentation), (b) any modification, maintenance or repair of the Product by anyone other than Voltera, (c) normal wear and tear, (d) external causes such as, but not limited to, power failure or electrical power surges, or (e) your breach of this Agreement. This warranty additionally does not cover Product marked as "sample" or sold "AS IS".
    5. Voltera does not warrant that the operation of the Product will be uninterrupted or error-free. Additionally, the foregoing warranty does not apply to any Software or Firmware provided to you; all Voltera Software and Firmware is provided “AS IS”, and subject only to the license terms applicable to such Software or Firmware

The warranty set forth in this section is the exclusive warranty made by Voltera to you. Voltera disclaims all other representations, warranties and conditions, whether express or implied, including but not limited to any express or implied representations, warranties or conditions of merchantability, merchantable quality, fitness for a particular purpose, durability, title, non-infringement, or any other warranty or condition arising by statute, custom or usage of trade related to the Product provided hereunder. Some jurisdictions may not allow the exclusion or limitation of implied warranties and conditions. To the extent permitted by law, any implied warranties or conditions relating to the Product to the extent that they cannot be excluded as set out above are limited to one (1) year from the date that the Product is delivered to you.

  1. Limitation on Liability.  In no event will Voltera be liable under this Agreement for any damages other than your direct damages to the extent arising from Voltera’s gross negligence or willful misconduct, and in no event shall Voltera’s aggregate liability exceed the amounts paid by you to Voltera for the Product that gave rise to the claim.  No claim may be brought against Voltera, whether in contract, tort or otherwise, more than two (2) years after the Product was delivered.  EXCEPT AS EXPRESSLY SET FORTH HEREIN, NONE OF VOLTERA AND ITS RESPECTIVE AFFILIATES OR ANY OF THESE ENTITIES’ RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES OR CONSULTANTS SHALL BE LIABLE TO YOU FOR ANY DAMAGES WHATSOEVER, BE THEY DIRECT, ECONOMIC, COMMERCIAL, SPECIAL, CONSEQUENTIAL, INCIDENTAL, EXEMPLARY OR INDIRECT DAMAGES, EVEN IF THEY HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF BUSINESS REVENUE OR EARNINGS, LOST DATA, DAMAGES CAUSED BY DELAYS, LOST PROFITS, OR A FAILURE TO REALIZE EXPECTED SAVINGS. The limitations, exclusions and disclaimers set out herein shall apply whether an action, claim or demand arises from a breach of warranty or condition, breach of contract, negligence, strict liability or any other kind of civil liability connected with this Agreement.  Some jurisdictions do not allow limitations or exclusions of certain types of damages and/or implied warranties and conditions.  The limitations, exclusions and disclaimers set forth herein shall not apply if and only if and to the extent that the laws of a competent jurisdiction require liabilities beyond and despite these limitations, exclusions and disclaimers. 
  2. Indemnification. You shall indemnify Voltera, its successors, assigns, officers, directors, employees and agents with respect to, and hold Voltera harmless from, any and all claims, judgments, damages, settlements, losses, liabilities, and expenses, including but not limited to attorney’s fees and charges, and court and arbitration costs, arising at any time during or after the term of this Agreement as a result of or in connection with your use of the Product hereunder (including without limitation: (a) a claim of infringement of any intellectual property or proprietary right arising from your combination or use of the Product with software, interfaces, or other materials that are not supplied or specifically authorized by Voltera, (b) a claim respecting any injury, death or property damage in connection with your use or misuse of the Product, (c) any third party claim arising from your unauthorized or improper use or modification of the Product, (d) any third party claim arising out of your material breach of this Agreement, and (e) any claim relating to your commission or alleged commission of any crime or other illegal or tortious acts, including any infringement of intellectual property rights, any fraudulent activities, or any deceptive impersonation). This indemnity obligation excludes any direct damages to the extent arising from the gross negligence or willful misconduct of Voltera.
  3. Feedback.  You agree to promptly and accurately report to Voltera any actual or apparent errors, problems, nonconformities or other difficulties in using the Product, along with any other information reasonably requested by Voltera to aid in resolving such errors, problems, nonconformities or other difficulties, and hereby consent to the collection, processing, transmission and disclosure of such information by Voltera for the purposes of Voltera’s internal use to improve the Product or other similar Voltera products or services.  You hereby agree that Voltera shall own all feedback, ideas, concepts, or changes to the Product developed or identified in the course of this Agreement or as the result of your use of the Product, and all associated intellectual property rights therein, to the extent that you have provided them to Voltera (collectively the “Results”), and hereby assign to Voltera all right, title and interest thereto.  The foregoing shall not be deemed to transfer any ownership of developments that you develop to be compatible with the Product, provided that such developments are independently developed by you without breaching this Agreement. 
  4. Termination.  Voltera may terminate this Agreement immediately upon notice to you if you materially breach, fail to comply with, or otherwise contravene a term or condition of this Agreement.  Additionally, Voltera may terminate this Agreement if: (a) it engages in any Product recall, whether voluntary or mandatory, or (b) it is required to do so by any law, regulation, requirement or ruling issued in any form whatsoever by any judicial or other governmental body, or (c) you fail to pay for the Product in full.  Except as otherwise specified herein, neither party shall be entitled to terminate or cancel this Agreement except with the prior written consent of the other party.  Upon termination, you shall immediately cease use of the Product, return the Product to Voltera, and destroy or delete any Voltera Software in your possession.  The obligations and disclaimers under Sections 1, 3(e), 5, 6, 7, 8, 9, 10 and 12 shall survive any termination or expiration of this Agreement.
  5. Miscellaneous.  This Agreement constitutes the entire agreement between the parties and supersedes all previous agreements relating to the subject matter hereof.  This Agreement may not be altered, amended, or modified except by a written instrument signed by the duly authorized representatives of both parties. If any one or more of the provisions of this Agreement is for any reason held to be invalid, illegal, or unenforceable in any respect, any such provision shall be severable from this Agreement.  No waiver by either party of a breach or omission by the other party under this Agreement shall be binding on the waiving party unless it is expressly made in writing and signed by the waiving party. This Agreement, and all Product requirements, shall be governed by, and construed in accordance with, the laws of the Province of Ontario. It is the express will of the parties that this Agreement and all related documents be drawn up in English.  C’est la volonté expresse des parties que la présente convention ainsi que les documents qui s’y rattachent soient rédigés en anglais.
  6. Contact.  If you have any questions or inquiries regarding this Agreement, please contact Voltera at [email protected]. Please note that e-mail communications will not necessarily be secure, so please do not include credit card information or other sensitive information in your e-mail correspondence with us.  For contractual purposes, you consent to receive communications electronically from us and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.  This condition does not affect your statutory rights related to electronic communications.
  7. Privacy.  Your personal information, if any is disclosed to Voltera, will be handled in accordance with Voltera’s Privacy Policy.  To view Voltera’s Privacy Policy, please visit the following link: [insert link].  Notwithstanding the foregoing, Voltera reserves the right at all times to disclose any information as it deems necessary to satisfy any applicable law, regulation, legal process or governmental authority.  By submitting personal information to Voltera pursuant to this Agreement, including without limitation your name, address, e-mail address and credit card or other financial information, you consent to the collection, processing, transmission and disclosure of such information by Voltera for the purposes for which such information has been requested.  You specifically agree that you are hereby providing your express consent to communications from Voltera (including e-mail communications, both marketing and informational) respecting Voltera’s products and services, including the Product.


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