OTTO Terms and Conditions – Otto: 3D Printing Software

Last updated: [10/15/2021].

The following are terms and conditions of a legal agreement between you and Shapeways, Holdings, Inc. and its affiliates, partners and vendors (collectively, “Shapeways”, “we”, “us” or “our”). These terms and conditions (collectively with Shapeways’ Privacy Statement , Independent Controller Data Processing Addendum, and Content Policy, the “Terms and Conditions”) govern your use of the Otto platform, specifically www.[company].ottosoftware.com (the “Otto Platform” or “Otto”), any mobile applications (the “Applications”),and the services, features, and content we offer (together with Otto and the Applications, “Otto Services” or “Services”). Any new features or tools which are added to the current Services shall also be subject to the Terms and Conditions.

By using the Services, you acknowledge you have read, understood, agree and are authorized to be bound by these Terms and Conditions and to comply with all applicable laws and regulations. You also certify that any 3D file (“3D Model”) uploaded to Otto does not violate any federal law or regulation including those pertaining to firearms, or applicable standards maintained by ISO, ASTM, ASME, or other similarly situated body. If you do not agree with these Terms and Conditions, you should not use Otto, Applications, or Services.

1. Otto Services

The Otto Services are made up of different services provided through the Otto Platform. One of our Services enables you or your customer (the “End User”) to upload a 3D file to Otto and view it in 3D.

If you want to turn your 3D Model into reality, you can place an order through Otto and we or one of your designated vendors will manufacture it for you at your direction. If Shapeways is your manufacturer, we manufacture the 3D Model for you (i.e., print it with 3D printing technology) in your requested material and ship it to you for a service and material charge.

2. Account Terms

You represent and warrant that you are at least 18 years of age to use these Services. We may, in our sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. You are solely responsible for ensuring that these Terms and Conditions are in compliance with all laws, rules and regulations applicable to you and the right to access the Services is revoked where these Terms and Conditions or use of the Services is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation. Further, the Services are offered only for your use, and not for the use or benefit of any third party.

To use some Services, you must register for an Otto account on the Services (an “Account”). You must provide current, accurate identification, contact, and other information that may be required as part of the Account registration process and/or continued use of the Service, and you must keep your Account information updated. You shall not: (i) select or use as a username a name of another person with the intent to impersonate that person; (ii) use as a username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use, as a username, a name that is otherwise offensive, vulgar or obscene. You are responsible for maintaining the confidentiality of your Service password and Account, and are solely responsible for all activities that occur on your Account. You must notify us immediately of any change in your eligibility to use the Services, breach of security or unauthorized use of your Account. You should never publish, distribute or post login information for your Account. We will not be liable for any loss or damage from your failure to maintain the security of your Account and password. We reserve the right to refuse service to or terminate service of anyone at any time without notice for any reason. We further reserve the right to modify or discontinue the Services (or any part thereof) with or without notice (unless otherwise required by applicable law). You shall have the ability to delete your Account, either directly or through a request made to one of our employees or affiliates.

3. Otto Platform Legal Requirements

Privacy Requirements

In order to use the the Otto platform, you agree to (a) comply with your obligations under any and all applicable privacy laws, and (b) implement a privacy policy complying with the following, without limitation:

Providing a conspicuous link to your privacy policy on its homepage that clearly includes the word “privacy”;
Including, at minimum, the following contents:
- A list of categories of personal information you collect;
- A description of your purpose(s) and use(s) of collected personal information;
- A list of categories of third parties with whom retailer may share collected personal information, including sharing with fulfillment partners. For the avoidance of doubt, your privacy policy must name Shapeways as a fulfillment partner and sub-processor that you share personal information with;
- A description of the process by which the End User can exercise his or her rights with respect to collected personal information, as provided by applicable privacy laws;
- A description of the process by which the operator notifies the End User of material changes to the privacy policy;
- The effective date of the privacy policy; and
- Any other information required to be disclosed under applicable laws or regulations.

If Shapeways is your manufacturer:

The Otto Model IQ page, which allows the End User to upload 3D files and place orders for 3D models, will contain links to Otto’s standard Terms and Conditions, Privacy Statement, and Content Policy. By uploading a 3D file, your End User acknowledges that they have read and agreed to the Terms and Conditions, Privacy Statement and Content Policy.

If your current company website already contains Terms and Conditions which apply to visitors to the website, we recommend adding the following language to your existing Terms and Conditions:

“Users of the Otto platform will be subject to Otto’s standard Terms and Conditions, Privacy Statement, and Content Policy.”

3. Ordering

If Shapeways is your manufacturer:

(a) Placing an order. To order your 3D Model, you upload the 3D Model to Otto. Then you can select the quantity and material for the 3D Model you wish to order. As the next step, we ask you to provide us with information we need for the delivery of the 3D Model. Finally, you will be prompted for information required to initiate the payment. Depending on the payment method you select you may be redirected to a third party payment provider website. Please be informed that the language to be used during the whole ordering process is English.

(b) Unacceptable orders, cancellation of orders by us. There are technical or other reasons why Otto may not accept or may cancel your order during the entire ordering process, even after our acceptance of your order. Such reasons can be, but are not limited to, the unfeasibility of the model, an infringing feature of your 3D Model (see our Content Policy), or the destination of the delivery you indicated in your order. In case we cancel your partial or entire order, we will contact you via email and, except in cases of fraud or other violations of our policies, issue you a full refund for the cancelled item(s).

(c) Prices. The prices displayed on the Website are only indications and are valid only for the moment that they are displayed. Shapeways reserves the right to change its prices on the website at any time without prior notice to you. Such change however will have no effect on orders completed before the posting of a new price on the Website. We do our best to prevent errors in the pricing. However, should an error occur, we are not bound by our offer and may cancel the order. In the event of an error, any monies paid related to that order will be refunded to you.

(d) Payment and price. The amount indicated on the ordering page includes the fee for the service (such as printing and packing the model) and the price for the materials used to produce the 3D Model. The price quoted on the ordering page also includes shipping costs, sales tax (if applicable) but excludes any import duty or taxes (if applicable). If payment is in a currency that is different from the denominated currency of the payment method (which is probably the case if the bank or credit card account is not denominated in U.S. Dollars or Euros), the payment company (such as the credit or bank card issuer) or third-party payment processor may apply a currency conversion rate or fees to your payment. Please contact your provider for information about these fees. These fees are not controlled by or known to Shapeways.

You can initiate your payment for your order via credit card, PayPal.com, or bank transfer. If you choose to pay using PayPal you will be directed to the PayPal.com website. In case you choose to pay by bank transfer you will receive the payment instructions via email from Shapeways after confirmation of your order. If you have a separate credit agreement with Shapeways, payment will be remitted pursuant to the terms of that credit agreement.

Shapeways shall not be responsible in any way for the payment process done via the PayPal.com website. Please familiarize yourself with PayPal’s terms of use.

For orders paid for via credit card or PayPal, Shapeways will begin production after authorizing and holding payment. For orders paid for via bank transfer, Shapeways will begin production after the funds arrive. In the event that the selected payment method fails for any reason, Shapeways reserves the right to process the payment again or require you to provide an alternative method of payment.

(e) Acceptance After accepting your order we will send you an order confirmation by e-mail to the address associated with your Otto Account. The order confirmation will be effective as of the date on which the order confirmation is sent to you. If we cannot accept your order, we will contact you by email. You should verify the details in the confirmation email. If there are errors you should contact us as soon as possible by sending an email to customer service.

(f) Order Tracking Through the Website or – if you choose so – via e-mail notifications, you can track the status of your order e.g. accepted order, produced, dispatched, delivered etc.

(g) Shipping Your order will be delivered to your shipping address. We deliver to multiple countries. You can only select those countries as your shipping address during the ordering process. We will use our commercially reasonable efforts to ship the 3D Model to the shipping address within the delivery time indicated in our confirmation email; nevertheless, depending on your shipping address it may take longer time. Any shipping and delivery dates given by us are only best estimates and we are not liable for any damage or cost caused by delay in shipping or delivery. Title and risk of loss is transferred to you upon transfer of the goods to the shipment carrier (FOB Shipping Point, EX Works).

(h) Cancellation of your order, return of 3D Models. Due to the personalized nature of our Services (i.e. the 3D Print is manufactured by us based on your specifications and we print it for you on demand), you cannot cancel your order once it is placed. Orders are fulfilled using the model file version that existed at the time of purchase.

(i) Content Policy violations. If we determine that your model violates our Content Policy prior to printing, we will refuse to print the model and issue a refund. If we determine that your model violates our Content Policy after it has been printed, we will not ship the model and may not issue you a full refund.

If you or a third party vendor will be manufacturing the 3D models, the ordering and fulfillment procedure will depend on your internal processes or those set up with the vendor, respectively.

4. Warranty; Disclaimer.

If Shapeways is the manufacturer:

Shapeways warrants only that the model manufactured by us will substantially meet the features of the indicated 3D Model within the limitations of the 3D printing technology. If you upload your own 3D Model to the Website, you maintain sole legal responsibility for the design specifications and performance of the 3D Model. Shapeways does not give any warranty about the 3D Models themselves and does not guarantee that the 3D Model will be fit for any particular purposes. Please inspect the 3D Model upon receipt immediately. If the 3D Model is faulty when you received it and you believe you are entitled to a replacement in accordance with the warranty above, please contact us within 10 days after receipt of the 3D Model. Such warranty claim can be made only within 10 days after receipt of the model by you. Do not return the 3D Model unless we require you to do so. We reserve the right to condition any replacement or refund on the return of the 3D Model. We will confirm whether you are entitled to a replacement or refund. We reserve the right to condition your receipt of a replacement or refund on you providing us with photographs that we deem necessary to evaluate your claim. A model will be ineligible for replacement or refund if the model has been altered or post-processed in any way by you. Transportation costs in respect of a faulty product will be borne by us. If we do not receive any notice within the provided 10 days, we will assume the 3D Model meets your specifications and performance requirements.

We have no special relationship with or fiduciary duty to you. You acknowledge that we have no duty to take any action regarding: (a) which users gain access to the Services; (b) what content you access via the Services; or (c) how you may interpret or use the content.

You release us from all liability for you having acquired or not acquired content through the Services. We make no representations concerning any content (including without limitation 3D Models) contained in or accessed through the Services, and we will not be responsible or liable for the accuracy, copyright compliance, or legality of material or content (including without limitation 3D Models) contained in or accessed through the Services.

THE 3D MODELS MANUFACTURED BY SHAPEWAYS, AS WELL AS THE SERVICES AND CONTENT, ARE PROVIDED “AS IS”, “AS AVAILABLE” AND WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED BY ANY COURSE OF PERFORMANCE OR USAGE OF TRADE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED. WE, AND OUR DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, PARTNERS AND CONTENT PROVIDERS DO NOT WARRANT THAT: (I) THE SERVICES WILL BE SECURE OR AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (II) ANY DEFECTS OR ERRORS WILL BE CORRECTED; (III) ANY CONTENT OR SOFTWARE AVAILABLE AT OR THROUGH THE SERVICES IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (IV) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. YOUR USE OF THE SERVICES IS SOLELY AT YOUR OWN RISK. SOME STATES DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES, SO THE FOREGOING LIMITATIONS MAY NOT APPLY TO YOU.

Without limiting the generality of the foregoing, we assume no responsibility or liability for the selection of materials. You maintain sole legal responsibility for the selection of materials that fit the requirements of your specifications and performance of the 3D Model.

5. Use of the Website

Copyright and all other proprietary rights in the content of Otto and the Services (including but not limited to software, audio, video, text and photographs) rests with Shapeways or its licensors. All rights in the content not expressly granted herein are reserved. Any other use of the content, including without limitation distribution, reproduction, modification, display or transmission without the prior written consent of Shapeways is prohibited. You also agree that you will not use any robot, spider, other automated device, or manual process to monitor or copy any content from the Service. Our rights include rights to (i) the Service developed and provided by us; and (ii) all software associated with the Service.

Since the Otto Platform is a web based service, it might be subject to temporary downtime. From time to time we also update the Platform, which will result in the Platform not being available for a certain period of time. We will endeavor to ensure that the Platform operates reliably and consistently, but we do not warrant that the Platform will operate uninterrupted without any faults. We do not guarantee that any content will be made available on the Otto Platform or through the Services. We are not responsible for any losses suffered by you as a result of any interruption of the Otto Platform, or by the suspension of your access to the Otto Platform.

6. User Generated Content

The term “User Generated Content” when used in this Terms and Conditions shall mean any content uploaded to the Website, the Application, the Platform, or the Services by you, including but not limited to all uploaded 3D Models, pictures of 3D Models, as well as the printed 3D Model we create for you based on your User Generated Content. All User Generated Content should not be or contain abusive, harassing, threatening, defamatory, obscene, fraudulent, deceptive, misleading, offensive, pornographic, illegal or unlawful information or be likely to infringe or infringing on any intellectual property rights. Intellectual property rights means copyright, patent, registered design, design right, trademark, trade secret or any other proprietary or industrial right.

Shapeways has no obligation to review the User Generated Content and can in no way be held responsible for the content of the User Generated Content.

7. Intellectual Property Rights of 3D Designs

If Shapeways is the manufacturer:

You, as a designer, retain all your intellectual property rights in your 3D Models, including without limitation any and all derivative works like 3D renders. Except for the rights and licenses with respect to your 3D Models specified below, Shapeways shall not use, modify or display your 3D Models or derivatives thereof. By uploading your 3D Models to the Services, you represent and warrant that it is your original creation and not copied from any third party and/or entity. You further represent and warrant that you have all rights to grant the below licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.

By uploading your 3D Model to the Services, you grant Shapeways a non-exclusive, royalty free, worldwide, transferable, and sublicensable right and license (i) to use your 3D Model for the manufacturing of your 3D Model in order to fulfill your order; (ii) to generate and display 3D renders of your 3D Model; and (iii) to use the 3D Model as necessary for the operation and maintenance of Shapeways Services including without limitation for the internal testing and educational purposes of Shapeways and Shapeways’s manufacturing partners.

By removing your 3D Model from the Services, you terminate all licenses granted to Shapeways and its users to such 3D Model under these Terms and Conditions; provided that Shapeways is entitled to use your 3D Model to fulfill orders of your 3D Model that were placed before the removal and may continue to use the model for internal testing and educational purposes.

8. Consent to Use of Personal Data

By using our Services you agree that Shapeways may collect and use personal data about you. Such information collected through the Services shall only be used in accordance with the Shapeways Privacy Statement.

9. Payment of Fees

Shapeways may charge fees for use of the Otto Platform and reserves the right to modify the fees at any time. You will be notified at least 30 days in advance of any fee additions or modifications.

When you or an End User places an order, Shapeways collects their payment, which includes fees for our manufacturing service, materials, shipping and any applicable taxes, plus the mark-up you have designated. Shapeways will deposit your mark-up into your designated account within fifteen (15) days from the end of the month in which payment was received. If an order is refunded for any reason, your mark-up for that order will not be paid. If the mark-up on a refunded order has already been deposited into your account, Shapeways reserves the right to subtract the amount of said mark-up from any future mark-up payments.

If a credit agreement has been approved for you or an End User, payment is not due until the agreed upon net term. You will receive the mark-up within fifteen (15) days from the end of the month in which payment was received.

YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR DEPOSIT ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR DEPOSIT ACCOUNT CURRENT, COMPLETE AND ACCURATE OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE ON YOUR ACCOUNT SETTING PAGE.

10. Termination

You may cancel the Service at any time by contacting [email protected]. Upon termination of the Services by either party for any reason: i) Shapeways will cease providing you with the Services and you will no longer be able to access your Account; ii) the Otto platform will be taken offline, and iii) you will receive the mark-up owed for any orders place prior to termination as provided in Section 10.

12. Indemnification

You shall defend, indemnify, and hold harmless us, our affiliates, vendors, and each of our and their respective employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to your use or misuse of, or access to, the Otto Platform, content, or otherwise from your User Generated Content, 3D Models, violation of these Terms and Conditions, or infringement by you, or any third party using your Account or identity on the Otto Platform, of any intellectual property or other right, claim or action, including but not limited to personal injury or property damage of any person or entity. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with us in asserting any available defenses.

12. Limitation of Liability

IN NO EVENT SHALL WE, NOR OUR DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, OR SUPPLIERS, BE LIABLE UNDER ANY CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICES (I) FOR ANY LOSS OF INCOME, LOSS OF PROFITS, LOSS OF CONTRACTS, LOSS OF DATA, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR FOR ANY INDIRECT, INCIDENTAL, EXEMPLARY, SPECIAL, PUNITIVE, COMPENSATORY OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND (HOWSOEVER ARISING) , (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) THE GREATER OF (A) THE FEE RECEIVED FROM YOU BY SHAPEWAYS FOR THE USE OF THE SERVICES DURING THE IMMEDIATELY PRECEDING THREE (3) MONTHS PERIOD OR (B) $250.00.

13. Applicable Law

These Terms and Conditions and the use of Services shall be governed by the laws of New York, USA without regard to the conflicts of law principles thereof that would apply the law of any jurisdiction other than New York, USA. You agree that any and all disputes arising from or relating to the subject matter of these Terms and Conditions, including disputes relating to the validity thereof, and any disputes related to the use of the Services, shall be governed by the exclusive jurisdiction and venue of the federal and state courts located New York County, New York, USA.

14. Entire Agreement

The terms in these Otto Terms and Conditions, the Shapeways Privacy Policy, the Shapeways Content Policy, and, if applicable, the Shapeways Shop Terms of Service and/or Shapeways API Terms, as well as any applicable terms, conditions, policies, requirements or limitations contained in the Services constitute the exclusive and complete agreement between Shapeways and you. Shapeways will not be bound by, and specifically rejects, any term, condition, obligation, or other provision which is different from or in addition to the provisions of these Terms and Conditions or which may be in any order, receipt, acceptance, confirmation, correspondence or other document.

15. Miscellaneous

(a) Force Majeure. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation.

(b) Assignment. These Terms and Conditions are personal to you, and are not assignable, transferable or sublicensable by you except with our prior written consent. We may assign, transfer or delegate any of our rights and obligations hereunder without consent.

(c) Agency. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and Conditions and neither party has any authority of any kind to bind the other in any respect.

(d) Notices. Unless otherwise specified in these Term and Conditions, all notices under these Terms and Conditions will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service. Electronic notices should be sent to [email protected].

(e) No Waiver. Our failure to enforce any part of these Terms and Conditions shall not constitute a waiver of our right to later enforce that or any other part of these Terms and Conditions. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms and Conditions to be binding, we must provide you with written notice of such waiver through one of our authorized representatives.

(f) Headings. The section and paragraph headings in these Terms and Conditions are for convenience only and shall not affect their interpretation.

(g) Feedback. Since we always want to further improve our Services, we welcome all comments, suggestions, recommendations and feedback (collectively, the “Feedback”). You hereby grant to us a world-wide, royalty free, irrevocable, perpetual license to use and otherwise incorporate any Feedback in connection with the Services.

16.Contact Information

If you have any questions regarding these Terms and Conditions or the Services, you can contact us by sending an email.

17. Changes to These Terms

We reserve the right to change these Terms and Conditions from time to time and will post any revisions on our Website and may also provide notice to you through the service or via email. Therefore we encourage you to check the Website often to read the latest version. All transactions are subject to the Terms and Conditions in effect at the time of the transaction.