Terms and Conditions of Sales

Effective January 1, 2022

These Terms and Conditions shall apply to any proposal and agreement, order and/or purchase order relating to equipment ("Equipment"), including hardware (“Hardware”), printer consumables (“Consumables”) and accessories, or materials ("Materials") sold by Nexa3D, Inc. ("Nexa3D") to a customer ("Customer”). These terms and conditions, together with the related proposal and agreement, order, and/or purchase order to which it is attached, referenced or incorporated into shall constitute the entire agreement ("Agreement”) between the parties.

GENERAL PROVISIONS - The Agreement governs the sale by Nexa3D of Equipment, Materials and the license by Nexa3D of the associated proprietary computer programs and related information (collectively, “Software”) included with the Equipment at the time of sale and listed on the face of the Agreement to Customer. Customer has selected the Equipment, Materials and Software based only on their specifications, as set forth in the Agreement. CUSTOMER ACKNOWLEDGES THAT THE EQUIPMENT MAY CONTAIN RECYCLED CONTENT INCLUDING COMPONENTS OR MATERIALS THAT ARE USED OR RECONDITIONED TO LIKE NEW PERFORMANCE AND FUNCTIONALITY. THE EXISTENCE OF RECYCLED CONTENT MAY BE DISCLOSED AS SUCH ON THE FACE HEREOF AS WELL AS ON AN EQUIPMENT-SPECIFIC LABEL. After Customer signs the Agreement (or any Amendment to it), the Agreement will become a binding contract when and if it is executed by an officer or other authorized designee of Nexa3D.
SOFTWARE LICENSE - Customer acknowledges and agrees that the Software shall be licensed to Customer pursuant to terms and conditions contained in an End User License Agreement (EULA) appearing on a computer screen during installation of the Software (commonly referred to as a "click-through" license). Customer and Nexa3D agree that the terms and conditions of any click-through license contained in the Software are hereby incorporated by reference into the Agreement as if fully set forth herein. Customer agrees to be bound by the terms and conditions in any click-through license contained in the Software, regardless of whether the Software generating such click-through license is installed by Customer's employee or by Nexa3D or an independent contractor installing the Software for Customer's use. Nexa3D will provide a copy of such click-through license to Customer upon request.
MATERIAL USAGE - Customer acknowledges and agrees that Materials sold by Nexa3D shall not be (i) mixed, blended, or repackaged by Customer with any other materials for use or resale by Customer, or (ii) used with any alterations by Customer. Customer further agrees that if they use the Materials to create parts, absent written consent from Nexa3D, Customer will not promote, advertise, or otherwise represent that such parts are made from any brand of materials other than the Materials sold by Nexa3D. Failure to comply with these provisions shall nullify the related warranties.
APPROPRIATE USE - By agreeing to these terms, Customer represents and warrants that Customer is older than the age of majority for Customer’s local jurisdiction and shall use all products for lawful and appropriate use. Customer shall not use Nexa3D products to break any rules, regulations, or laws wherein Customer resides nor solicit others to do so. Customer shall not use Nexa3D products to infringe on copyrights or the intellectual property of others.
RESTRICTIONS ON END USE - Customer agrees that it will not use Nexa3D Equipment, Materials, or Software to manufacture firearms, as that term is defined in 27 CFR 478.11, Subpart B, without the necessary authorization from relevant U.S. government or state agencies, including but not limited to the U.S. Department of State and the U.S. Bureau of Alcohol Tobacco Firearms and Explosives, or any other applicable government agencies. Customer further agrees that it is solely responsible for the use of any Equipment, Materials, or Software sold by Nexa3D including preventing the unauthorized use of the Equipment, Materials, or Software to manufacture firearms.
EVERCARE SERVICES - Any EverCare Services detailed in this Agreement are governed by and subject to your acceptance of the EverCare Service Plan Agreement (the “EverCare Agreement”) which Nexa3D Inc. will send to the email provided in this Agreement, andwhich is hereby incorporated by reference. If you do not agree to the terms and conditions of the Services Agreement, in whole or in part, you may terminate the EverCare Services component of this Agreement immediately upon written notice to support@nexa3d.com within 30 days of receipt of the Services Agreement, and Nexa3D Inc. will refund the EverCare Services portion. If you do not terminate the EverCare component within 30 days of receipt of the Services Agreement, Nexa3D Inc. will not be obligated to refund the EverCare Services portion.
WARRANTY
1. MATERIAL WARRANTY - Nexa3D warrants to Customer that for a period of twelve (12) months from the date of purchase, all Materials sold by Nexa3D to Customer are warranted to conform with such specifications as mutually agreed upon by the parties. In the event that, within thirty (30) days of Customer's receipt of the Materials, Customer shall determine that any Materials are not in conformity with such specifications, Customer shall deliver a sample of such Materials to Nexa3D for testing. Nexa3D shall have five (5) business days to complete testing of such Materials. If the Materials do not meet the agreed upon specifications, Nexa3D shall, at its sole option, either (i) replace such Materials with corresponding Materials that meet such specifications, or (ii) return such Materials for credit or refund.
2. NXE/NXD ECOSYSTEM HARDWARE LIMITED WARRANTY - Hardware Products within the NXE/NXD ecosystem (the “NXE/NXD Hardware”), including the xWash and xCure, installed by Nexa3D or Nexa3D-authorized personnel, are warranted by Nexa3D pursuant to the following:
  
  Hardware Limited Warranty - Nexa3D warrants that Nexa3D-branded NXE/NXD Hardware and embedded Software in the Equipment will be warranted against defects in materials and workmanship for the Standard NXE/NXD Hardware Warranty Period. This warranty is the only warranty made by Nexa3D with respect to the NXE/NXD Hardware or related Equipment.
  
  Warranty period. Unless otherwise stated, the Standard NXE/NXD Hardware Warranty Period is the twelve (12) month period following the date the Certificate of Installation is issued to Customer by Nexa3D or a reseller authorized by Nexa3D (the “Reseller”) (such warranty period, the “Standard NXE/NXD Hardware Warranty Period”).
  
  Spare Parts Limited Warranty. Nexa3D Spare Parts are warranted against defects in materials and workmanship for a period of ninety (90) calendar days after the date of installation in the Equipment (the “Spare Parts Warranty Period”), as determined by the printer software activation time stamp.
  
  Remedies. Upon notice to Nexa3D of a valid warranty claim during the Standard NXE/NXD Hardware Warranty Period or the Spare Parts Warranty Period, Nexa3D will, at Nexa3D’s sole discretion, and as Nexa3D’s sole and exclusive liability, and Customer’s exclusive remedy, arising under this Hardware Limited Warranty for NXE/NXD Hardware and Spare Parts, either (i) repair the NXE/NXD Hardware with new or refurbished replacement parts, or (ii) repair or replace the Spare Parts. All parts and components removed and replaced by Nexa3D remain Nexa3D’s property.
  
  Transfer of any Hardware Limited Warranty is available only with prior written approval from Nexa3D, which shall not be unreasonably withheld.
  
  Warranty Claims Process. To obtain warranty services, Customer must contact the party from whom the NXE/NXD Hardware was originally purchased, either Reseller, who will work with Customer to identify the cause of the problem and the actions necessary to resolve it. If on-Site service is required, as determined by Reseller or Nexa3D, it will be provided by Reseller, subject to the Warranty Exclusions described below, at no cost during the Standard NXE/NXD Hardware Warranty Period.
  
  Exclusions. This Nexa3D Hardware Limited Warranty does not warrant that the operation of the NXE/NXD Hardware will be uninterrupted or error free, or that the NXE/NXD Hardware will operate in hardware and software combinations other than as expressly permitted by Nexa3D in product specifications, or that the NXE/NXD Hardware will meet Customer’s requirements.
  
  The Hardware Limited Warranty does not cover any:
  1. third party hardware unless such hardware was authorized in writing by Nexa3D pursuant to this Agreement for use with Nexa3D-branded NXE/NXD Hardware;
  2. damage caused by accident, abuse, misuse (including damage resulting from use of non-approved consumables (including but not limited to non-Nexa3D Branded Consumables and/or non Nexa3D Certified Materials) or other third party non-approved products);
  3. relocation of NXE/NXD Hardware without the use of Nexa3D approved procedures or Nexa3D authorization;
  4. loss or interruption of electric power;
  5. improper or inadequate maintenance or calibration, failure to perform user maintenance as defined in the User Guide for the NXE/NXD Hardware;
  6. failure to have a Qualified Operator operate the NXE/NXD Hardware;
  7. contamination of the Consumables due to improper handling or storage of the Consumables;
  8. modification of the NXE/NXD Hardware without the written permission of Nexa3D;
  9. NXE/NXD Hardware on which the Nexa3D serial number has been removed or defaced or for which Customer cannot provide proof of purchase and payment;
  10. taxes, tariffs, and duties associated with the importing or exporting of warranty and non-warranty parts;
  11. failure to comply with the Product Use Requirements;
  12. failure to comply with the User Guide, Site Preparation Guide and the Site Preparation and Installation Requirements or environmental conditions that do not conform to our site specifications;
  13. abuse, negligence, accident, loss or damage in transit, fire or water damage, electrical disturbances, transportation by Reseller or Customer, or other causes beyond our control;
  14. virus, infection, worm, or similar malicious code not introduced by Nexa3D; or
  15. any other unauthorized use of the NXE/NXD Hardware, including any claims made by Customers.
3. XIP ECOSYSTEM HARDWARE LIMITED WARRANTY - Hardware products within the XiP ecosystem (“XiP Hardware”), including the XiP Wash+Cure post-processing station, purchased from Nexa3D or Nexa3D-authorized personnel, are warranted by Nexa3D pursuant to the following:
  
  Hardware Limited Warranty. Nexa3D warrants that Nexa3D-branded XiP Hardware and embedded Software in the XiP Hardware will be warranted against defects in materials and workmanship for the Standard Hardware Warranty Period, and any applicable Extended Hardware Warranty Period. This warranty is the only warranty made by Nexa3D with respect to the XiP Hardware or related Equipment.
  
  Warranty period. Unless otherwise stated, the Standard XiP Hardware Warranty Period is the twelve (12) month period starting the earlier of (i) thirty (30) days after the date of purchase from Nexa3D or a Nexa3D Authorized Reseller or (ii) the installation date by the Customer or a Nexa3D Authorized Servicer (the “Standard XiP Hardware Warranty Period”). An extended warranty may be purchased within 30 days of initial sale for certain XiP Hardware that extend the warranties herein by a specific number of months after the Standard XiP Hardware Warranty Period ends (the “Extended Hardware Warranty Period”)
  
  Spare Parts Limited Warranty. Nexa3D Spare Parts are warranted against defects in materials and workmanship for the Spare Parts Warranty Period, as determined by printer software activation timestamp.
  
  Remedies. Upon notice to Nexa3D of a valid warranty claim during the Standard XiP Hardware Warranty Period or the Spare Parts Warranty Period or the Extended Warranty Period, Nexa3D will, at Nexa3D’s sole discretion, and as Nexa3D’s sole and exclusive liability, and Customer’s exclusive remedy, arising under this Hardware Limited Warranty for XiP Hardware and Spare Parts, either (i) replace the XiP Hardware with new or refurbished XiP Hardware, (ii) repair XiP Hardware with new or refurbished replacement parts, (iii) repair or replace the Spare Parts, or (iv) direct the Customer to install any Customer Replaceable Unit (CRU) or spare part to achieve the repair. All parts and components removed and replaced by Nexa3D remain Nexa3D’s property.
  
  Transfer of any Hardware Limited Warranty is available only with prior written approval from Nexa3D, which shall not be unreasonably withheld.
  
  Warranty Claims Process. To obtain warranty services Customer must contact the party from whom the XiP Hardware was originally purchased, either Nexa3D or Reseller. This party will work with the Customer to identify the cause of the problem and the actions necessary to resolve it. If on-Site service or service at a Nexa3D service depot is required, as determined by Nexa3D or Nexa3D Authorized Servicer, it will be provided by Nexa3D or Nexa3D Authorized Servicer, subject to the Warranty Exclusions described below, at no cost, including shipping, during the Standard XiP Hardware Warranty Period or Extended Hardware Warranty Period. If the Equipment is returned to a Nexa3D depot that conforms to the warranties, then Customer shall be responsible for all shipping costs associated with original purchase and with the return and re-shipment of the Equipment.
  
  Exclusions. This Nexa3D Hardware Limited Warranty does not warrant that the operation of the XiP Hardware will be uninterrupted or error-free, or that the XiP Hardware will operate in hardware and software combinations other than as expressly permitted by Nexa3D in product specifications, or that the XiP Hardware will meet the Customer’s requirements.
  
  The Hardware Limited Warranty does not cover any:
  1. third party hardware unless such hardware was authorized in writing by Nexa3D pursuant to this Agreement for use with Nexa3D-branded Hardware;
  2. damage caused by accident, abuse, misuse (including damage resulting from use of non-approved consumables (including but not limited to non-Nexa3D Branded Consumables and/or non-Nexa3D Certified Materials) or other third-party non-approved products);
  3. relocation of Hardware without the use of Nexa3D approved procedures or Nexa3D authorization;
  4. loss or interruption of electric power;
  5. improper or inadequate maintenance or calibration, failure to perform user maintenance as defined in the User Guide for the XiP Hardware;
  6. contamination of the Consumables due to improper handling or storage of the Consumables;
  7. modification of the Hardware without the written permission of Nexa3D;
  8. Hardware on which the Nexa3D serial number has been removed or defaced or for which Customer cannot provide proof of purchase and payment;
  9. taxes, tariffs, and duties associated with the importing or exporting of warranty and non-warranty parts;
  10. failure to comply with the Product Use Requirements;
  11. failure to comply with the User Guide, including Workspace Preparation and Installation Requirements or environmental conditions that do not conform to our specifications;
  12. abuse, negligence, accident, loss or damage in transit, fire or water damage, electrical disturbances, transportation by Nexa3D Authorized Reseller or Customer or other causes beyond our control;
  13. virus, infection, worm, or similar malicious code not introduced by Nexa3D; or
  14. any other unauthorized use of the XiP Hardware, including any claims made by Customers.
4. Special Provision for Customer Replaceable Units (CRU). Customer shall be solely responsible for the installation of each CRU delivered to Customer during the Standard XiP Hardware Warranty Period or Extended Hardware Warranty Period. Any and all replaced CRUs shall be returned to Nexa3D no later than ten (10) business days after the date of delivery of the new CRU to the Customer.
NEXA3D MAKES NO REPRESENTATIONS, GUARANTEES, OR WARRANTIES OF ANY KIND WITH RESPECT TO THE 3D PRINTED PARTS, WHETHER EXPRESS OR IMPLIED, INCLUDING ANY GUARANTEES, REPRESENTATION, OR WARRANTY RELATING TO THE COMPLIANCE OF THE EQUIPMENT, MATERIALS OR SOFTWARE TO PRINT A 3D PRINTED PART THAT MAY BE COVERED BY REGULATION, THE COMPLIANCE OF ANY 3D PRINTED PART WITH ANY SPECIFIC REGULATION, THEIR CONDITION, CONFORMITY TO ANY DESCRIPTION, THE EXISTENCE OF ANY LATENT OR PATENT DEFECTS IN THE 3D PRINTED PARTS OR ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. THE CUSTOMER ASSUMES THE ENTIRE RISK RELATING TO THE USE OR PERFORMANCE OF THE 3D-PRINTED PARTS. AND NEXA3D SHALL NOT BE LIABLE FOR ANY DEFECT, DEFICIENCY, OR NONCONFORMITY IN THE 3D PRINTED PARTS.

EXCEPT FOR THE WARRANTIES SET FORTH HEREIN, NEXA3D AND ITS LICENSORS AND SUPPLIERS MAKE NO WARRANTIES WHATSOEVER, WHETHER EXPRESS OR IMPLIED, OR STATUTORY, REGARDING OR RELATING TO THE HARDWARE, EQUIPMENT, MATERIALS OR SOFTWARE. NEXA3D AND ITS LICENSORS AND SUPPLIERS SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT WITH RESPECT TO THE HARDWARE, EQUIPMENT, MATERIALS ANDSOFTWARE AND WITH RESPECT TO THE USE OF ANY OF THE FOREGOING.
REFUND POLICY – Items purchased from Nexa3D and pertaining to the XiP ecosystem of desktop 3D printing products only, may be returned within thirty (30) days of their shipping date, unopened in their original shipping container (or box) for a full refund minus a ten percent (10%) restocking fee. The Customer is responsible for the cost of the return shipment, including any insurance, fees, or tariffs. Once the items are received by Nexa3D, the items will be inspected for any use or damage and then returned to inventory. Provided there has been no use or damage to the items, a refund will be issued to the original credit card or original method of payment unless otherwise requested pending any fraud investigation.
LIMITATION OF LIABILITY - Nexa3D will not be responsible to Customer for any consequential, exemplary or incidental damages (such as loss of profit or employee's time) regardless of the reason. In no event shall the liability and/or obligations of Nexa3D under the Agreement or arising out of the purchase, lease, license and/or use of the Equipment or Materials by Customer or others exceed the purchase price of the Equipment or Materials. Limitations of liability regarding the Software are contained in the click-through license contained in the Software.
INSTALLATION AND SERVICE - Nexa3D will install the Equipment or provide sufficient information for the Customer to perform installation and provide any remedial and preventive maintenance or information for the Customer to conduct preventative maintenance required to keep the Equipment in good operating condition during the warranty periods set forth in the Agreement, unless otherwise stated in the Agreement. Nexa3D may provide basic Installation Site information. Customer will be responsible for having the installation site properly prepared before the Equipment is installed. Nexa3D will consult with Customer on a time and materials basis on any additional questions or issues regarding installation site preparation.

Nexa3D shall have no liability for such consultations. In addition to the installation charge(s), if any, as specified on the face of the Agreement, Customer will arrange and pay for any special handling charges (including without limitation all costs of preparing the installation site and all storage, drayage, cranes, building modifications or other similar charges). Any installation and any remedial and preventive maintenance will be performed by Nexa3D or its authorized designee during normal business hours. Nexa3D and Customer will cooperate to satisfy any Customer security requirements and still allow full and free access to the Equipment. Customer will provide computer time for any remedial and preventive maintenance or installation at no cost to Nexa3D, and Nexa3D will accept responsibility in the event that damages are caused by the negligence of its employees or designees while they are on Customer's premises in the course of performing installation or servicing purposes.
TITLE, RISK OF LOSS, AND DELIVERY - If conditions arise which prevent compliance with shipping and delivery schedules, Nexa3D will not be liable for any damage or penalty for delay in delivery, or for failure to give notice of delay. However, Nexa3D will use all reasonable efforts to give notice of delays. Delays will not be grounds for cancellation. Delivery occurs Ex Works (Incoterms 2020) for a Nexa3D warehouse on the actual shipping date, and title and the risk of loss transfer to Customer upon shipment. Shipping, freight and/or insurance will be prepaid and invoiced unless otherwise specified on the face hereof.
TAXES - Any and all applicable taxes based on the Customer shipping address will be collected from the Customer to the extent known and possible, at the time of purchase or added to a Customer invoice unless a valid tax exempt, direct pay or reseller certificate is provided to Nexa3D prior to purchase. Any such certificate proffered after purchase will be reviewed and any paid taxes will be refunded to the Customer within fourteen (14) days to the same method of payment or other means agreed to with the Customer in writing.
PAYMENT - In exchange for Nexa3D’s obligations under this Agreement, Customer will pay Nexa3D the fees set forth in the applicable order or purchase order, or as agreed in writing by the parties. On overdue accounts, Customer shall pay interest at the rate of 1 1/2% per month (or the highest legal interest rate, if lower). The Customer shall provide Nexa3D with a copy of tax exemption certificate, direct pay certificate or resale certificate for the "Ship to" location if exemption from sales or use taxes is claimed. Customer shall not withhold payment of any amounts due and payable by reason of any set-off of any claim or dispute with Nexa3D, whether relating to Nexa3D’s breach, bankruptcy or otherwise.
RIGHT OF REFUSAL – Nexa3D reserves the right to refuse and/or limit any agreement, order, or purchase order at our sole discretion to identifiable customers by their email, unique payment credentials or company affiliation to properly manage inventory levels or take action against customers believed to be abusing their purchase privileges. Any such refusal will be communicated and writing stating cause. If a customer uses illegitimate credentials to submit an order and/or purchase order, Nexa3D reserves the right to cancel the order at any time.
IP INDEMNIFICATION - If anyone claims the Equipment or Software infringes their U.S., European Union or Japanese patent, copyright, trade secret or other proprietary right, Nexa3D will indemnify and hold Customer harmless from any damages, judgments, or settlements (including costs and reasonable attorney's fees) resulting from the claim, provided that Customer promptly notifies Nexa3D in writing of the claim, reasonably cooperates with Nexa3D at Nexa3D’s expense and allows Nexa3D sole authority to control the defense and settlement of the claim or action. If Nexa3D takes over the defense, it may select the counsel and have the sole right to defend or settle the matter. Nexa3D may substitute comparable non-infringing Equipment or Software, or modify the Equipment or Software (which still must meet the specification) to make it non-infringing, or obtain a right for the Customer to continue using the Equipment or Software (all at Nexa3D's expense), or, if the above are impractical and its continued use is enjoined, buy the Equipment or Software back from the Customer for the original purchase price less a reasonable rental value for its use at Nexa3D' lowest standard lease or rental rate for the Equipment when originally delivered to Customer. Nexa3D’s indemnification obligations in this Section does not apply to claims resulting from modifications to the Equipment or Software or use with other devices added by the Customer.
CUSTOMER INDEMNIFICATION – Customer shall indemnify Nexa3D from, and defend and hold Nexa3D harmless from and against, any losses, liabilities, claims, and causes of action suffered, incurred, or sustained by Nexa3D or to which Nexa3D becomes subject, resulting from, arising out of, or relating to any claim of loss or damage resulting from the Equipment, Materials or Software and the use thereof.
TERMINATION – In addition to any remedies that may be provided under the Agreement, Nexa3D may terminate the Agreement with immediate effect upon written notice to Customer, if Customer: (i) fails to pay any amount when due under the Agreement and such failure continues for thirty (30) days after Customer’s receipt of written notice of nonpayment; (ii) has not otherwise performed or complied with any of the terms in the Agreement, in whole or in part; or (iii) becomes insolvent, files a petition for bankruptcy or commences or has commenced against it proceedings relating to bankruptcy, receivership, reorganization or assignment for the benefit of creditors.
WAIVER – No waiver by Nexa3D of any of the provisions of the Agreement is effective unless explicitly set forth in writing and signed by Nexa3D. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from the Agreement operates, or may be construed, as a waiver thereof. No single or partial exercise of any right, remedy, power or privilege hereunder precludes any other or further exercise thereof or the exercise of any other right, remedy, power or privilege.
CONFIDENTIAL INFORMATION – All non-public, confidential or proprietary information of Nexa3D, including but not limited to specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts or rebates, disclosed by Nexa3D to Customer, whether disclosed orally or disclosed or accessed in written, electronic or other form or media, and whether or not marked, designated or otherwise identified as "confidential" in connection with the Agreement is confidential, solely for the use of performing the Agreement and may not be disclosed or copied unless authorized in advance by Nexa3D in writing. Upon Nexa3D’s request, Customer shall promptly return all documents and other materials received from Nexa3D. Nexa3D shall be entitled to injunctive relief for any violation of this Section. This Section does not apply to information that is: (a) in the public domain; (b) known to Customer at the time of disclosure; or (c) rightfully obtained by Customer on a non-confidential basis from a third party.
SECURITY INTEREST IN EQUIPMENT AND SOFTWARE - Customer grants Nexa3D a first priority security interest in all Equipment and Software delivered until payment in full for such Equipment and Software has been received by Nexa3D. Customer hereby grants Nexa3D the right to file such protective financing or similar statements to confirm and record Nexa3D' security interest in all Equipment and Software.
EXPORT COMPLIANCE - Customer shall not export, re-export or otherwise transmit, directly or indirectly, any Equipment, Materials or Software except in full compliance with all U.S. export control laws and regulations. 1 these obligations shall survive the termination of the Agreement.
FORCE MAJEURE - Neither party will be liable to the other for delays in performing any obligations under the Agreement due to circumstances beyond its reasonable control, including but not limited to revolts, insurrections, riots, wars, acts of enemies, national emergency, strikes, floods, earthquake, embargo, inability to secure materials or transportation, and acts of God, and other events beyond the reasonable control of the parties caused by nature or governmental authorities.
SEVERABILITY - If any provision of the Agreement is found to be invalid, illegal, or unenforceable, then, notwithstanding such invalidity, illegality or unenforceability, the Agreement and the remaining provisions shall continue in full force and effect. In this event the parties will agree upon a valid, binding and enforceable substitute provision which shall be as close as possible to the commercial interests of the invalid or unenforceable provision.
DISPUTE RESOLUTION - Customer and Nexa3D shall endeavor to resolve any controversy, claim or dispute arising out of or relating to the Agreement, or the performance or breach thereof, by negotiation. Any claim that is not resolved by negotiation within thirty (30) days of notification shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The hearing locale will be held in the AAA office closest to the Nexa3D corporate headquarters.
OTHER - The Agreement shall be governed by and construed in accordance with the laws of the State of New York without regard to conflicts of laws provisions thereof. Both Nexa3D and Customer will comply with all laws applicable to the Agreement. All notices given under the Agreement will be effective when received in writing. Notices to the Customer and Nexa3D will be sent to the address provided in the Agreement. Any changes, amendments or modifications to the Agreement must be in writing and must be signed by both parties.
ASSIGNMENT – Customer shall not assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of Nexa3D. Any purported assignment or delegation in violation of this Section is null and void. No assignment or delegation relieves Customer of any of its obligations under the Agreement.
RELATIONSHIP OF THE PARTIES – The relationship between the parties is that of independent contractors. Nothing contained in the Agreement shall be construed as creating any agency, partnership, joint venture or other form of joint enterprise, employment or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever.
NO THIRD-PARTY BENEFICIARIES – This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit or remedy of any nature whatsoever under or by reason of the Agreement.
COMPLETE AGREEMENT - Customer acknowledges that it has read the Agreement, understands it, and agrees to be bound by its terms and conditions. Further, Customer represents and agrees that the Agreement and the click-through licenses contained in the Software set forth the complete and exclusive statement of the Agreement including the governing terms and conditions between the parties, which shall prevail over and supersede all proposals, printed provisions on subordinate Customer documents including purchase orders, oral or written agreements, the Customer's general terms and conditions and all other communications between the parties relating to the subject matter of the Agreement.

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