Terms and conditions

Website terms and conditions

All terms are subject to revision or replacement at any time.
Your use of this website indicates your acceptance of the following terms and conditions of use.

Agreement to terms of use

These terms & conditions of use (terms of use) apply to makemyproto’s web sites located at www.makemyproto.com, these site is owned and operated by divide by zero technologies and its licensors. By using these sites, you acknowledge that you have read and agree to all terms of use. If you do not agree, do not use this site. We also reserve the right to terminate your access and use of the site for conduct that violates these terms of use, divide by zero technologies’ other rights, or is otherwise illegal, harmful or inappropriate.

Copyrights and trademarks

The copyrights/trademarks in all material provided on these sites belong to divide by zero technologies. Except as authorized below, none of this material may be reproduced, copied, distributed, republished, downloaded, displayed, posted or transmitted in any form without divide by zero technologies’ prior written consent.

Content

These sites are only for your personal use. You may not distribute exchange, modify, sell, or transmit anything you copy from these sites, including but not limited to any text, images, audio, and video, for any business, commercial, or public purpose. As long as you comply with the terms of these terms of use, divide by zero technologies grants you a non-exclusive, non-transferable, limited right to enter, display, and use these sites. You agree not to alter, interrupt or attempt to alter or interrupt the operation of these sites in any way.

Links to other sites

Links on these sites to any third party web sites are provided solely as a convenience to you. If you use these links, you will leave these sites. Divide by zero technologies has not reviewed these third-party sites and does not control and is not responsible for any linked sites or their content. Thus, divide by zero technologies does not endorse or make any representations about them, or any information, software or other products or materials found there, or any results that may be obtained from using them. If you decide to access any of the third party web sites linked to this site, you do so entirely at your own risk.

Modifications

Product or services pricing, availability and any other information or feature, as well as these terms of use, are subject to change without notice. Divide by zero technologies also reserves the right to revoke any stated offer and to correct any errors, inaccuracies or omissions, or to change the terms of use at any time.

Privacy policy

Divide by zero technologies' privacy policy applies to the use of these sites, and its terms are made a part of these terms of use by this reference. Our privacy policy governs the use of personal information provided by you while using this site.

Limitations of liability

All content and use of this site are provided on an "as is" basis, and divide by zero technologies makes no warranty of any kind, and hereby disclaims all such warranties, including, but not limited to any implied warranties of merchantability, fitness for a particular purpose, title or no infringement.

In no event will divide by zero technologies, its suppliers, or other third parties mentioned on these sites be liable for any damages whatsoever (including, without limitation, those resulting from lost profits, lost data or business interruption) arising out of the use, inability to use, or the results of use of these sites, any websites linked to these sites, or the materials or information or services contained at any or all such sites, whether based on warranty, contract, tort or any other legal theory and whether or not divide by zero technologies has been advised of the possibility of such damages. If your use of the materials, information or services from this site results in the need for servicing, repair or correction of equipment or data, you assume all costs thereof. Applicable law may not allow the exclusion or limitation of incidental or consequential damages, so these limitations or exclusions may not apply to you.




Submissions

Any communication or material, other than your personal information submitted to these sites by electronic mail or otherwise (and which will be subject to divide by zero technologies' then-current privacy policy), is the exclusive property of divide by zero technologies and is considered to be non-confidential and non-proprietary. Such a communication may include, without limitation, questions, comments, suggestions and ideas. Divide by zero technologies shall be free to use them for any purposes whatsoever without restriction or compensation.

Questions

Please direct any questions regarding these terms of use to:

Divide by zero technologies ltd.
Office no3 &4 ,building 3,sector 3,mbp ,mahape, navi mumbai, 400710

By using this website, you consent and agree to the terms of this privacy policy, which is incorporated by reference into divide by zero technologies’s terms of use for this website.

Divide by zero technologies will not sell any of the names, addresses, email addresses or other personal information in our databases. Divide by zero technologies collects and will use such personal information provided by you through any “contact us” or other inquiry made by you, by email, product or service order, registration and/or attendance at any divide by zero technologies event, or requested through trade publications, trade shows, and direct contact with divide by zero technologies and/or its network of independent resellers, sales agents or any customer service personnel.

In general, you can browse this website without providing any personal information. We do use cookies and certain software tools to optimize your website access and use, as well as to collect and analyze session information in order to analyze website traffic, and to better understand the needs of our customers and other visitors.


Why we collect personal information

Divide by zero technologies collects and uses your information to engage in and process transactions with you; to fulfill your requests for information, literature and/or samples; to give you current market and product information; to provide you with convenient access to our products; and to provide you with excellent service. In addition, we use your information to keep you up to date on the latest product announcements, special offers, and other information we believe would benefit you, and to customize future communications to actual or anticipated user preferences.

Divide by zero technologies also uses personal information for data analysis or similar marketing purposes in an attempt to tailor divide by zero technologies communications to your needs. To the extent we use third parties to do so, such personal information will be disclosed in confidence, and with the express understanding that the use by any such third party is to advise and assist divide by zero technologies with analyses and marketing efforts.

How we collect information

We collect information about you from direct contacts from you, including requests for product information through trade publication advertising and/or press releases, requests for information from the contact form and email links on our website, and trade shows, conferences and other industry or divide by zero technologies events. As part of information requests or the product/service fulfilment process, divide by zero technologies may forward your personal information to divide by zero technologies product representatives, when you browse our website, you are able to do so anonymously. Generally, we do not automate the collection of personal information when you browse—not even your email address. Your browser, however, does automatically tell us the type of computer and operating system you are using.

In some of our emails to you, we use a click–through url. When you click one of these urls, you pass through our web server before arriving at the website that is your destination. We track click–through to help us determine your interest in particular products, services or topics; to customize future communications; to measure the effectiveness of our customer communications; and to improve the design, navigability and usefulness of this website.




How we protect your personal information

When you order a product from our website, we give you the option to use industry-standard secure sockets layer (ssl) encryption on all web pages where personal information is required. To make purchases, you must use an ssl–enabled browser such as internet explorer. This protects the confidentiality of your personal and credit card information while it is transmitted over the internet.

What you can do

With any electronic correspondence we send, you will always have the ability to unsubscribe from future emails. If you feel you have received a traditional mailing by mistake or if you no longer want to receive printed and mailed information from us, scan and email the cover letter to www.makemyproto.com and we will remove you from the database.

Exceptions and disclaimers

In addition to any other disclosure or use expressly identified or contemplated under this privacy policy, divide by zero technologies reserves the express rights, without notice to or consent by you, to use or disclose your personal information to protect our property rights; to enforce our terms of use; or to cooperate with any regulatory, law enforcement or other governmental inquiries.

Divide by zero technologies does not:

  • Guarantee the privacy or security of any website or other electronic communication or any information transmitted electronically to or from divide by zero technologies. Although we take reasonable actions and steps to minimize unauthorized access or use of this website or any electronic communications with divide by zero technologies, you retain the general, inherent risks associated with all site use and electronic communications;

  • Make any assurances regarding your personal information if you use any site banner, hyperlink or other means to access any unaffiliated third party web site. All such access and use shall be solely governed by any privacy policy or other terms of use of such website(s).


Updates

Divide by zero technologies reserves the right to change this privacy policy or any of its other terms of use at any time and without prior notice, so please review it often. All future updates to this privacy policy will be effective immediately or posting to this website, and your access and use confirms your consent and agreement to the divide by zero technologies privacy policy and other terms of use.

Violations

You agree to notify divide by zero technologies promptly and in writing if you believe that we have violated this privacy policy or any other terms of use.

Divide by zero technologies collects, uses, and discloses information in the ordinary course of its business, for among other purposes, to: (a) communicate with customers, prospects, partners, and others; (b) provide product support or other services and/or support; (c) fulfil and track orders; (d) assess performance and making assessments about future purchases; (e) track payments and collection of funds; (f) optimize and deliver direct marketing communications and other information regarding divide by zero technologies products or services; and (g) provide automated registration opportunities to participate in divide by zero technologies sponsored training and other events.

Divide by zero technologies may also retain and disclose personal information in confidence to its affiliates, subsidiaries, business partners, and service providers for the purposes listed above, and with reasonable agreements or other assurances that the recipient(s) will take appropriate protective steps to ensure that your personal information is appropriately preserved and used in compliance with this policy.

- see more at: http://www.makemyproto.com

Terms and conditions of sale

Please read the following terms carefully, as purchasing, licensing and/or using the related products, services indicates agreement with, and acceptance, of these terms.

These are the current terms and conditions of sale ("terms") of divide by zero technologies ltd. And/or its affiliates (collectively, “divide by zero technologies”), which apply to any sale of divide by zero technologies products you, on behalf of yourself as an individual, your employer, or another entity which has not previously accepted these terms (you and such entities, collectively, "customer"), represent and warrant that customer has authority to accept, and has read, understood and agreed to, these terms. Notwithstanding anything herein to the contrary, any download, acceptance or use by customer of any divide by zero technologies products, software, and/or services shall constitute an irrevocable acceptance of these terms. If customer does not agree to be bound by these terms, then customer shall promptly return products, delete or return licensed software and not use any related services.

1. Sale and purchase; license.

1.1. Products. Divide by zero technologies agrees to sell to customer, and customer agrees to purchase, the system(s) ("system"), system parts ("parts"), proprietary resins and thermoplastics and/or other consumables (collectively, "consumables"), and/or other ancillary products (collectively, the "products") and/or services (as defined in section 1.2 (services) below) that are set forth in any purchase order or any other divide by zero technologies-approved written purchase agreement tendered to divide by zero technologies (each a "purchase order"), any and all of which shall be governed by these terms, notwithstanding any conflicting or additional provisions in any such purchase order or other customer communication. No purported waiver or other modification of these terms will be effective unless, and only to the extent, specified by an express waiver or modification signed by an executive officer of divide by zero technologies. All other proposed modifications or waivers (whether whole or partial) of these terms are hereby objected to and rejected in all respects.

1.2. Services. From time to time, divide by zero technologies agrees to offer and provide services related to the products ("services") that are identified in a purchase order, and customer agrees that such services are offered and provided at all times subject to, and in accordance with, these terms. Notwithstanding the printing service, may be offered under, and made subject to, additional terms or conditions in a separate agreement (the "services agreement"), which, on full execution, shall control and govern to the extent necessary to resolve any conflict with these terms.

1.3. Restrictions on use. Customer agrees that it shall not directly or indirectly: (i) modify, enhance, adapt, translate, make improvements to, create derivative works based upon, disassemble, decompile, reverse engineer, reduce to any human or machine perceivable form, or circumvent any technological measure that controls access to or permits derivation of the source code of, the software or any part thereof; (ii) reverse engineer the products, any part thereof, or any composition made using the products; (iii) rent, lease, sell, transfer, assign, or sublicense the rights granted hereunder, except in connection with the rental, lease, sale or transfer of the entire system; (iv) complete copy thereof for archival and/or back-up purposes, or as otherwise expressly authorized by divide by zero technologies in writing; (v) change, distort, or delete any patent, copyright or other proprietary notices which appear in writing on or in a product;

(vi) make or permit use of any trademark, trade name, service mark or other commercial symbol of divide by zero technologies without its prior written consent; (vii) operate or make use of the products in any way violative of applicable laws and regulations; and/or (viii) take or permit any other action which could impair divide by zero technologies' rights, or damage the image or reputation of quality inherent in the products, divide by zero technologies' business, reputation, intellectual property (defined below) or other valuable assets or rights. In the event customer rents, leases, sells or otherwise transfers the products to a third party, customer agrees that it will require such third party to be bound by sections 1.2 (documentation), 1.4 (restrictions on use), and 8 (proprietary rights) hereof as a condition of such rental, lease, sale or other transfer.

2. Payment and taxes.

2.1. Cancellation rights and procedures. Customer may cancel or modify a pending purchase order only by giving written notice thereof to divide by zero technologies within 24 hours after submission of the purchase order to divide by zero technologies. Thereafter, customer may not cancel or change any purchase order without divide by zero technologies' prior written consent.

2.2. Payments and credit. Customer shall pay for prototyping as and within the time frames or on or before the date(s) specified in the purchase order, and is not entitled to and shall not suspend payments, set off or otherwise deduct from any amounts invoiced by divide by zero technologies. No rights to purchase products on credit are conferred herein, and any extension, modification or withdrawal of credit and credit terms are reserved solely to divide by zero technologies in its discretion. Except as otherwise agreed in the purchase order, all payments are due.

2.3. Remedies. In the event customer is in default in the payment of any sum invoiced by divide by zero technologies, then, without prejudice to divide by zero technologies' other rights and remedies: (a) all outstanding sums shall immediately become due and payable to divide by zero technologies, notwithstanding any credit terms previously granted by divide by zero technologies to the customer; (b) divide by zero technologies may delay or suspend delivery of products, software and/or services hereunder, or cancel any existing, pending or new orders and/or agreements with the customer; (c) divide by zero technologies may retain any amount already paid to it by customer; and (d) divide by zero technologies may recover its reasonable attorney's fees and other expenses incurred in enforcing its rights and remedies hereunder. Any amounts not paid by customer when due shall bear interest at the rate of one and one-half percent (1.5%) per month or the highest legal rate of interest (whichever is lower).

2.4. Taxes. All prices are exclusive of, and customer shall pay, all applicable sales, use and other taxes or duties imposed, or otherwise due, on the sale, purchase or license of the software and/or services, except for those taxes imposed upon divide by zero technologies' net income. 3. Title, delivery and risk of loss.

3.1. Transfer terms. Delivery is made available ex works (incoterms 2010) at divide by zero technologies' designated facility, unless agreed otherwise by the parties in the respective order, with respect to shipping costs, risk of loss and title transfer, except that regardless of the delivery method title transfer shall ever occur for any . Notwithstanding delivery and the passage of risk and whether or not credit is extended for any product purchase, the following shall apply:

3.1.1. If the applicable law (as determined according to section 16 (jurisdiction) below) so permits, property in and title to products shall remain with divide by zero technologies, and shall not pass to customer, until divide by zero technologies has received payment of the full price and license fees (if applicable) for (a) all products, software and/or services that are the subject of these terms, and (b) all other goods and/or services supplied by divide by zero technologies to customer under any contract whatsoever. Payment of the full price and license fees shall include without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between divide by zero technologies and customer. Moreover, customer shall keep the products identified as retained until such retention lapses.

3.1.2. If the applicable law does not permit the arrangement described in section 3.1.1 above, divide by zero technologies hereby reserves in the products (as well as all proceeds resulting from any sale thereof), and customer grants and agrees that the products shall remain fully subject to, a first priority purchase money security interest, until divide by zero technologies has received payment of the full price and license fees (if applicable) for all the items listed in paragraphs (a) and (b) of section 3.1.1. Payment of the full price shall include without limitation, the amount of any interest or other sum payable under the terms of this and all other contracts between divide by zero technologies and customer. Moreover, customer hereby covenants that (i) no hindrance to its granting of the above security interest exists in any of its third party contracts; or (ii) in the event such a hindrance does exist, customer shall assist divide by zero technologies in exercising, and shall take all actions necessary to protect and maintain such security interest.

3.2. Delivery. Divide by zero technologies will attempt to cooperate with customer's requested delivery dates or other related delivery requests, but cannot and does not warrant quoted shipment or delivery dates or time frames, and may fulfill ordered items by partial and incremental shipments, in its sole discretion.

Customer acknowledges and agrees that all costs and obligations associated with shipment and delivery of products shall be borne solely by customer; that any insurance desired therefore shall be customer's sole obligation and expense; and that in no event shall divide by zero technologies be liable for any direct or indirect damage or loss that the customer may incur resulting from any delivery failure or delay. Customer will notify divide by zero technologies in writing within ten (10) calendar days following the date of delivery of any alleged product defect or other purchase order discrepancies, and the products and licensed software shall be deemed to be accepted in the quantity specified on the bill of lading or commercial invoice and in good condition, and such acceptance will operate as a bar to claims against divide by zero technologies, if no such notice is received.

.

. Product warranty

1. Limited warranty and warranty period. Solely during the then-current standard limited divide by zero technologies warranty period applicable to the system, software, parts, consumables, and services, which periods (if any) are expressly identified in exhibit a hereto, the product literature, the purchase order, the services agreement and/or, in the case of consumables, on the label attached thereto (each such period, as applicable, the "warranty period") (in the event there is any discrepancy between warranty period stated on exhibit a hereto and on any other document, exhibit a shall prevail over any other document, unless expressly otherwise agreed by divide by zero technologies in writing)., divide by zero technologies warrants as follows: (a) the system (excluding the software), parts and/or consumable shall be free from defects in materials and workmanship; (b) the software shall perform substantially in accordance with its published documentation, and (c) the services shall be performed in a professional and workmanlike manner.

2. Limited warranty remedies. In respect of a valid warranty claim under section 1 (limited warranty and warranty period) above, divide by zero technologies, as its sole obligation and as customer's sole remedy hereunder shall (a) in the case of the system (excluding software), a part, or consumable, either repair or replace, at divide by zero technologies' sole option, any such system, part or consumable with a new or refurbished conforming system, part or consumable, as determined by divide by zero technologies in its sole discretion, provided that (i) divide by zero technologies, in its discretion, shall be entitled to re-acquire (at no cost to divide by zero technologies except as expressly provided in clause .divide by zero technologies will be entitled to invoice the customer for any such items not returned within this time period;

3. Exclusion of warranties. Divide by zero technologies' limited warranty obligations hereunder shall terminate and shall not apply in any case where any alleged product failure or other breach of warranty was necessitated or caused in whole or in part by: (i) catastrophe, fault or negligence of the customer; (ii) operation or use of the products in violation of applicable laws or regulations; (iii) improper or unauthorized use including, without limitation, use prior to receipt of a coi (where applicable); (iv) use of any third party resins, printing heads or parts, other than those that have been pre-tested and pre-authorized by divide by zero technologies in writing; (v) installation, modification or repair other than by divide by zero technologies or its authorized technical representatives; (vi) removal of the products from the original installation site, unless otherwise expressly authorized by divide by zero technologies in writing; (vii) unusual stress; (viii) power failure; (ix) deviation from divide by zero technologies' recommended maintenance procedures; or (x) failure to maintain the prescribed environmental or other conditions at the installation site or any other failure to comply with applicable product instructions and/or documentation.

6.4. Warranty disclaimer. The warranties set forth in this section 6 (product warranty) are exclusive and in lieu of all other warranties, express, implied or statutory (including but not limited to any implied warranty of merchantability, fitness for a particular purpose, title or non-infringement). Divide by zero technologies disclaims that the operation of software will be uninterrupted or error free, or that the functions therein will meet or satisfy the customer (or user's) requirements or intended use. The remedies provided in section 6.2 (limited warranty remedies) shall be customer's sole and exclusive remedy for any failure of divide by zero technologies to conform with such limited warranty, and customer shall have no claim, except as aforesaid, against divide by zero technologies or any other manufacturer, supplier or licensor of the products, software or related services, whether based in contract, tort, product or other strict liability, trade practices, or otherwise. Repair or replacement or refund (as elected by divide by zero technologies) in the manner provided above shall constitute fulfilment of all liabilities of divide by zero technologies with respect to its limited warranty, as well as for any claims based on or relating to the quality and performance of the products. Customer is solely responsible in all cases for selection of the product(s), software and services to achieve customer's intended results or for customer's particular applications.

6.5. Use of non-certified parts and consumables. Customer acknowledges that use of parts and/or consumables not manufactured or certified by divide by zero technologies may result in damage to products. In the event divide by zero technologies reasonably determines that damage to a product has been caused by the use of non-divide by zero technologies-manufactured or non-divide by zero technologies-certified parts and/or consumables, divide by zero technologies reserves the right to: (1) void customer's warranty rights, (2) terminate customer's post-warranty support and maintenance contract; and/or (3) offer to diagnose and repair the product or its components at divide by zero technologies' then current maintenance restoration rates. Use of non-divide by zero technologies-manufactured or non-divide by zero technologies-certified parts and/or consumables may also disqualify customer from receiving discounts on divide by zero technologies support and maintenance services, parts and consumables.

6.6. Product discontinuation. Divide by zero technologies shall provide: (i) reasonable inventories of parts for broken or defective systems for the greater of (a) a six (6) month period after the date divide by zero technologies discontinues the sale and supply of such systems ("discontinuance date(s)"); or (b) such period as is otherwise required by applicable laws and regulations; and (ii) support and maintenance services for discontinued systems and software.

7. Limitation of liability. To the fullest extent permitted by law:

7.1. Limitation of direct damages. Notwithstanding anything herein to the contrary, including without limitation divide by zero technologies' indemnification liability under section 10 (indemnity), in no event shall divide by zero technologies, or its affiliates, manufacturers, suppliers or licensors (as third party beneficiaries) be liable for direct damages or other losses or liabilities directly relating to the products, software or services or otherwise arising out of, related to, or in any way connected with the same installation or other use of products or the provision of services, if and to the extent such direct damages or losses exceed the actual amount paid by customer for the specific product(s) or related services that directly gave rise to the damages or other losses or liabilities claimed (provided that for any services, the amount shall be limited to the amount paid for said services during the twelve (12) months prior to bringing the claim), regardless of the form of action, whether based in contract, express or implied warranty, tort, product or other strict liability, trade practices, or otherwise, and regardless of whether any remedy set forth herein fails of its essential purpose.

7.2. Exclusion of certain damages. Notwithstanding anything herein to the contrary, in no event shall divide by zero technologies or its affiliates, manufacturers, suppliers or licensors (as third party beneficiaries) be liable for any loss of revenue, loss of actual or anticipated profits, loss of contracts, loss of the use of money, loss of anticipated savings, loss of business, loss of opportunity, loss of good will, loss of reputation, loss of, damage to or corruption of data; or any indirect, special, incidental, consequential, reliance, exemplary, punitive, or other similar damages of any kind, whether foreseeable or unforeseeable, even if it is made aware of the possibility of such damages, and whether based in contract, express or implied warranty, tort, product or other strict liability, trade practices, or otherwise, and regardless of whether any remedy set forth herein fails of its essential purpose.

7.3. Limitation of actions. Any action against divide by zero technologies relating to any alleged breach of warranty or any other alleged product failure must be brought within twelve (12) months after the cause(s) of action accrue(s).

7.4 Exclusion of liability for third parties products. Divide by zero technologies is only liable for the products manufactured by itself and only to the extent pursuant to these terms. For avoidance of doubt, to the extent permitted by law, any non-divide by zero technologies manufactured products (“third-party products”) even if such third party products are sold by divide by zero technologies to customer, are provided “as is” with no warranties whatsoever, other than those warranties expressly provided to divide by zero technologies by the provider of the applicable third party product, to the extent that these can be provided by divide by zero technologies. In no event shall divide by zero technologies be liable for any direct, indirect or consequential damage or loss that the customer may incur resulting from purchasing, installation and/or use of third-party products.

7.5 exclusion of liability for recommendations of third parties' products. As far as divide by zero technologies mentions or recommends any third party product, such mentioning or recommendation shall be understood as the mentioning or recommendation of an example of a group of products; it does not and shall not constitute an advertisement in favor of such product, nor does divide by zero technologies act as the distributor of such product. Customer shall remain fully responsible whether or not and to what extent it wants to acquire and use such product. In case customer acquires any such third party product, customer shall enter into all necessary agreements and use the third party product in compliance with all applicable terms. Divide by zero technologies shall not be liable for any damage caused by any such third party product or by the use of such third party product.

8. Proprietary rights.

8.1. Customer acknowledges that divide by zero technologies is the sole owner of all intellectual property and trade secrets that relate to the products and the use thereof. No right or license in intellectual property is granted to customer by implication, estoppel or otherwise, unless, and only to the extent, expressly set forth herein or in other written documentation provided by divide by zero technologies. Except as required by law or as expressly set forth in other written documentation provided by divide by zero technologiesas used herein, "intellectual property" shall mean any and all divide by zero technologies copyrights, patents, trademarks, trade names, logos, software, documentation, technical and manufacturing techniques, concepts, methods, designs, specifications and other proprietary information relating to the products.


8.2. Customer hereby grants to divide by zero technologies a fully paid-up, royalty-free, worldwide, non-exclusive, irrevocable, transferable right and license in, under, and to any patents and copyrights enforceable in any country, issued to, obtained by, developed by or acquired by customer that are directed to 3d printing equipment, the use or functionality of 3d printing equipment, and/or compositions used or created during the functioning of 3d printing ,that is developed using the products and that incorporates, is derived from and/or improves upon the intellectual property and/or trade secrets of divide by zero technologies. Such license shall also extend to divide by zero technologies' customers, licensors and other authorized users of divide by zero technologies products in connection with their use of divide by zero technologies products.

9. Confidentiality.

Customer agrees to hold all confidential or proprietary information (including, without limitation, technology, software, ideas, know-how, processes, specifications, technical data, configurations, algorithms and trade secrets) which is disclosed by divide by zero technologies (collectively, "confidential information") in strictest confidence, and agrees not to use any confidential information for any purpose outside the purchase, sale and use of products, and not to disclose the confidential information to any third party, except to those employees of customer who are bound by written restrictions at least as protective of divide by zero technologies' confidential information as those provided herein, and who must be given access to the confidential information solely to use the products in accordance with these terms. Upon execution of a non-disclosure agreement satisfactory to divide by zero technologies, its confidential information may also be disclosed to customer's consultants who have been retained to perform services in connection with the products, provided that customer shall remain liable for any breach of such agreement, or damage or loss incurred as a result of such breach, by any such consultants.

10. Indemnity.

10.1. Subject to the restrictions identified below, divide by zero technologies shall assume responsibility for any suit or proceeding brought against customer which is based on a third party claim that an unaltered product or any part thereof, furnished pursuant to these terms infringes upon the third party's registered copyright, trademark or patent; provided, however, that divide by zero technologies shall: (i) be given immediate notice in writing of the assertion of any such claim and of the threat or institution of any such suit or proceeding; (ii) have sole authority to investigate, defend and/or settle the claim, suit or proceeding; and (iii) be given any such assistance as required for the investigation, preparation, defense and settlement of the claim, suit or proceeding, subject to reimbursement by divide by zero technologies of customer's reasonable out-of-pocket expenses. Without derogating from the foregoing obligation, if divide by zero technologies believes that any product (including its software) may infringe, then divide by zero technologies, at its election, may: (a) substitute or modify such product which is alleged or determined to infringe so that it becomes non-infringing, while providing substantially similar performance; (b) obtain license rights for the continued use of the product by customer (at no additional cost to customer); and/or (c) refund to customer the purchase price paid for the infringing product, less a depreciation allowance of twenty percent (20%) per year from the date of delivery. This section 10.1, states customer's entire remedy, and divide by zero technologies' entire liability subject to the limitations on liability set out in section 7.1 (limitation of direct damages), for any such infringement or claim thereof, and shall control over any other conflicting or inconsistent provision in these terms. Without the prior written consent of divide by zero technologies, customer shall not incur any cost or expense in connection with such claim, suit or proceeding or make any admission, or enter into any agreement, in connection therewith. Divide by zero technologies shall have no liability or obligation under this section 10.1 for any infringement or claim thereof to the extent it is based upon: (a) production, sale or use of prototypes, outputs, or other results of the products; (b) any method of using a product, other than methods inherent in, and necessary for, the operation of, the product as supplied; (c) the use of any product with any consumables, supplies, equipment, device or software not manufactured or supplied and certified by divide by zero technologies; (d) the use of any product which has been modified by customer or any third party without obtaining divide by zero technologies' prior written authorization; (e) the result of divide by zero technologies' compliance with any of customer's requested designs or specifications; (f) circumstances giving rise to one or more warranty exclusions; and/or (g) customer's continued use of any product after receipt of notice of infringement (collectively, "exclusions").

10.2. Customer shall defend, indemnify, and hold harmless divide by zero technologies and its affiliates, and their employees, officers, and directors, against any claim, suit or proceeding arising out of or relating to any exclusions; provided that customer shall not settle any claim or enter into any agreement that affects divide by zero technologies' rights or interests without divide by zero technologies' prior written consent; and that if customer does not diligently defend against such claim, suit, or proceeding, divide by zero technologies shall be entitled to obtain its own legal counsel to direct the defense thereof at customer's sole cost and expense.

11. Insurance.

Customer will obtain and maintain adequate liability insurance on the products against loss or damage from any external causes, with divide by zero technologies named as an additional insured under all such policies.

12. Notices.

All notices and communications between the parties shall be in writing and addressed and sent by: (i) email where delivery is verifiable by automated receipt; (ii) facsimile, where delivery is verifiable by automated delivery receipt; or (iii) by national or international overnight courier service where delivery receipt is provided to the addresses set forth in the purchase order, or to such other replacement addresses as may be provided from time to time by each party by written notice given in accordance with this section 14. Any notice to divide by zero technologies shall be to the attention of ceo or other authorized contact identified in the applicable purchase order acknowledgment. Notice shall be deemed to have been duly received by a party as of the date such notice was delivered in accordance with any of the methods prescribed herein.

13. Entire agreement

These terms: (i) constitute the entire agreement and understanding between the parties regarding the terms of each product sale, and supersede all prior and contemporaneous representations, promises, statements, agreements and understandings, written or oral, regarding the subject matter hereof; and (ii) may only be modified and/or waived by a written agreement executed by both parties. Notwithstanding the foregoing, these terms may be modified by divide by zero technologies from time to time and in its discretion, by delivery of replacement terms to customer, and by posting such then-current terms at http://www.makemyproto.com

Inconvenient forum or other objections there to notwithstanding the foregoing, customer also hereby consents to the jurisdiction of any court(s) of competent jurisdiction in which divide by zero technologies seeks equitable or injunctive relief for the breach of any of these terms and in all cases waives any applicable right to a jury trial. Customer shall be liable for all costs incurred by divide by zero technologies in connection with the collection of any past due amounts owed by customer..

14. General.

The parties hereto are independent contractors and nothing herein shall be construed as creating a partnership or granting the right to bind the other. Customer may not assign or transfer these terms or the rights granted hereunder, except with divide by zero technologies' prior written consent. Subject to the foregoing, customer's rights or obligations under these terms shall be binding upon and inure to the benefit of each party's respective permitted successors and assigns. Designated third-party beneficiaries may also enforce the terms relating to their rights. Divide by zero technologies reserves the rights to terminate and revoke these terms and terminate its relationship with customer at any time following customer's breach of any of these terms, and such termination shall be effective immediately upon written notice thereof to customer. Upon termination for any reason, customer shall immediately cease use of any software not embedded within the systems, delete or destroy all copies in its possession, including that which may have been provided to contractors or consultants, and execute and deliver to divide by zero technologies a certification evidencing same. The unenforceability of any provision of these terms adjudged by any court of competent jurisdiction shall in no way affect the enforceability of any other provision hereof, which shall remain in full force and effect. Any failure by either party to exercise any right or remedy under the terms does not constitute a waiver, or signify acceptance, of the event giving rise to such right or remedy. Any waiver or other alleged modification or amendment by divide by zero technologies of any provision of these terms must be in writing and signed by an authorized officer of divide by zero technologies to be valid. Provisions which by their nature should survive termination of the parties' business relationship and any agreements between or among them, including, but not limited to, sections 1.4 (restrictions on use), 2 (payment and taxes), 3.1 (transfer terms), 6.3 (exclusion of warranties), 6.4 (warranty disclaimer), 7 (limitation of liability), 8 (proprietary rights), 9 (confidentiality), and 12 (export compliance) through 17 (general) shall so survive indefinitely. To the extent that these terms are accepted electronically, customer hereby waives any applicable rights to require an original (non-electronic) signature or delivery or retention of non-electronic records, to the extent not prohibited under applicable law. Additionally, divide by zero technologies may request modifications to customer’s purchase orders as it relates to shipping terms, risk of loss and/or payment terms without affecting or negating the enforceability of the remaining provisions set forth herein.

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