Partner Terms and Conditions
Partner Terms and Conditions
PARTNER MANUFACTURING SERVICES AGREEMENT
LAST UPDATED: June 1, 2022
This Manufacturing Services Agreement (the “Agreement”) is made and entered into between elimold, Inc.
(“elimold”) and you (“You” and “Your”), as of the date that You accept this Agreement as provided in this
preamble. PLEASE READ THIS AGREEMENT CAREFULLY. BY ACCESSING OR USING elimold’S WEBSITE (THE
“WEBSITE”), CLICKING ON THE “I ACCEPT” BUTTON, OR COMPLETING THE REGISTRATION PROCESS YOU
REPRESENT THAT (1) YOU HAVE READ, UNDERSTOOD AND AGREED TO BE BOUND BY THIS AGREEMENT, (2) YOU
ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH elimold, AND (3) YOU HAVE THE AUTHORITY TO
ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE
USER, AND TO BIND THAT COMPANY TO THIS AGREEMENT. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR
LEGAL ENTITY, AS APPLICABLE, IDENTIFIED AS THE USER WHEN YOU REGISTERED ON THE WEBSITE. IF YOU DO
NOT AGREE TO BE BOUND BY THIS AGREEMENT, YOU MAY NOT PARTICIPATE IN elimold’S PARTNER
MANUFACTURING PROGRAM AS DESCRIBED BELOW. elimold’s General Terms and Conditions available at
https://elimold.com/general-terms-and-conditions/ (“General Terms”) are incorporated herein by reference. In the event of any conflict
between the terms of this Agreement and the General Terms, the terms of this Agreementshallsupersede and
control to the extent of any such conflict.
Please note that elimold may modify these terms and conditions at any time, and such modificationsshall be
effective immediately upon posting of the modified version on the Website for orders placed after such
modifications have been posted. elimold will also update the “Last Updated” date at the top of this Agreement.
If elimold makes any material changes, and You have registered with elimold to create an Account (as
defined below), elimold may also send You an email to the last email address You provided pursuant to this
Agreement. Any changes to this Agreement will be effective immediately for new participants in the Program (as
defined below) and will be effective thirty (30) days after posting or providing notice of such changes on the
Website for existing users (whichever is earlier). elimold may require You to provide consent to the updated
Agreement in a specified manner before further use of the Website and/or participation in the Program is
permitted. If You do not agree to any change(s) after receiving a notice of such change(s), You shall stop using the
Website and/or participating in the Program. Otherwise, Your continued use of the Website and/or
participation in the Program shall be deemed Your conclusive acceptance of the modified terms and
- VENDOR MANUFACTURING PROGRAM. elimoldhosts and maintains an online platform available at the
Website that enables elimold’s customers to upload their three-dimensional (3D) models for their
manufacturing projects (each, a “Manufacturing Project”). In order to offer its customers greater efficiencies
and the best pricing and quality of manufacturing services, elimold maintains a partner manufacturing program
consisting of a network of third- party manufacturers capable of performing manufacturing services on
elimold’s behalf (the “Program”). As a participant in the Program, You will have the right to receive work orders
from elimold, from time to time, for the manufacture of certain Manufacturing Projects (each, a “Work
Order”). Each Work Order will identify: (a) shipping terms; (b) delivery location; (c) delivery date(s); (d) the
parts, assemblies and items to be delivered (each, a “Part”); (e) the 3D model and other written and
specifications related to the Part that have been agreed to by the Customer (as defined below) and elimold
(the “Specifications”); and (f) compensation to be paid to You. If You indicate Your willingness to accept and elimold.com
are awarded with the Work Order, You will be deemed a “Partner” for the purposes herein and will perform
the work specified in theWorkOrderin accordancewith the terms herein, including Section 3.
- PROGRAM REGISTRATION. In order to participate in the Program, You may be required to register for an
account on the Website (“Account”). In registering for the Program, You agree to (1) provide true, accurate,
current and complete information about Yourself and Your manufacturing capabilities as prompted by the
Websites’registration form (the “Registration Data”); and (2) maintain and promptly update the Registration
Data to keep it true, accurate, current and complete. You are responsible for all activities that occur under Your
Account. You may not share Your Account or password with anyone, and You agree to (x) notify elimold
immediately of any unauthorized use of Your password or any other breach of security; and (y) exit from Your
Account at the end of each session. If You provide any information that is untrue, inaccurate, not current or
incomplete, or elimold has reasonable grounds to suspect that such information is untrue, inaccurate, not
current or incomplete, elimold has the right to suspend or terminate Your Account and refuse any and all
current or future use of the Website and Program (or any portion thereof).
- MANUFACTURE OF PARTS
3.1 Manufacture and Delivery. Partner agrees to perform the work specified in the Work Order pursuant
to the terms therein and this Agreement, including manufacturing, testing, calibrating, inspecting, handling,
identifying and otherwise producing the Part(s) in accordance with the Specifications and for the price(s)
provided by Partner in its quote for the manufacture and delivery of such Part(s). The Partner agrees to the
use of statistical techniques for product acceptance and comply with related instructions for acceptance by
elimold. If tolerances are not specified in the Work Order, then Partner agrees to manufacture Part(s) to the
elimold manufacturing standards which are available at
(“Manufacturing Standards”) (which are incorporated herein by reference).
You represent, warrant and covenant that: (i) You have a suitable quality management system in place (refer to
Partner Guide); (ii) use measures to prevent foreign object damage; (iii) ensure that you and any approved
subcontractors do not, use any illegal or counterfeit parts, processes, products, materials, goods or supplies in
connection with the manufacture of any Parts; and (iv) You will ensure that Your personnel are aware of their
contribution to Part conformity, product safety and that such personnel are at all times working in a manner
that is safe and ethical; (v) You will notify elimold of any changes in processes, products or services,
subcontractor or location; (vi) You will immediately notify elimold in writing in the event of any non-compliance
with the terms ofthe WorkOrder and/orthese Terms and Conditions
Except with respect to finishing processes (e.g., painting, plating, etc.), Partner shall not subcontract or delegate
any of its obligations hereunder without the prior written consent of elimold. You are solely responsible for
any subcontractors, service providers, suppliers, licensors and/or manufacturers (collectively, “Subcontractors”)
you engage to manufacture, calibrate, test and otherwise produce any Part, and will indemnity elimold for any
damages, liabilities, losses, judgments, penalties, settlements, costs and expenses, incurred by elimold or its
customers as a result of any acts or omissions of such Subcontractors. If required by elimold or the applicable
customer, you willsolely use those Subcontractors designated by elimold and/orthe applicable customer. You
will ensure that all Subcontractors comply with these Terms and Conditions (flow-down), and will immediately
notify elimold of violation of such terms and conditions by a Subcontractor.
All Parts shall be delivered FCA (Incoterms 2010) to the destination designated in the Work Order, or other place
of shipment as specified by elimold, and will be packaged in an adequate manner to protect and preserve the
Part. All shipment of Parts shall be with an elimold approved carrier and with adequate liability and
replacement insurance coverage. Unless otherwise stated in the Work Order, all customs, duties, costs, taxes,
insurance premiums, and other expenses relating to such transportation and delivery shall be at Partner’s
expense. Title to the Partsfurnished by Partnershall vestin elimold orthe customer who submitted the Work
Order (the “Customer”), as applicable, when Parts are inspected and accepted by elimold or the Customer,elimold.com
as applicable, pursuant to this Agreement.
3.2 Testing and Acceptance of Parts. The Parts made in accordance with this Agreement are subject to an
acceptance test by elimold and/or the applicable Customer (such party performing the testing, the
“Examiner”) before acceptance. The Examiner may, in its sole discretion, reject any portion of any shipment of
Part which is not conforming with the Specifications. In order to reject a shipment or Part, the Examiner must
give notice to its intent to reject the shipment within twenty (20) business days of the Examiner’s receipt of the
shipment. After notice of intent to reject is given, elimold will cooperate with Partner in determining whether
rejection is necessary or justified. If no such notice of intent to reject is timely received, the Examiner shall be
deemed to have accepted such Part (“Accepted”). In the event a Part or shipment is properly rejected in
accordance with the terms herein, Partner agrees to promptly, on receipt of notice of rejection, use best
efforts to provide replacement Parts, at Partner’s sole cost and expense. The testing and examination process
shall resume as set forth above, with the Examiner having an additional twenty business day testing period. If
the Examiner determines that the Parts, as revised, still do not comply with the Specifications, the Examiner may
either (a) afford Partner the opportunity to repeat the correction and modification as set forth above at no
additional cost or charge to the elimold or the applicable Customer, (b) elimold may itself correct the Part(s)
(or engage a third party to do so) and may deduct the costs and reasonable expenses associated with such
correction from the fees owed to Partner; or (c) cancel the Work Order without payment of any fees, costs or
You will maintain, for a period required by applicable law, or if no such period is applicable, for a period of at
least five (5) years after the manufacture of a Part in accordance with applicable Quality Standard(s), complete
and accurate books and records related to the manufacture, inspection, validity of inspection equipment, test,
rework, repair, identification, traceability, and subcontract for the product or service supporting your
compliance with such Quality Standard(s), including books and records related to any retention periods and
disposition requirements related thereto. Upon request, you will permit elimold, the applicable customer, and
regulatory authorities to inspect such books and records, as well as the areas of your facilities applicable to the
manufacture such Parts, to confirm your compliance with these Terms and Conditions during normal business
3.3 Compliance with Laws. Partner shall comply, at its sole cost and expense, with all applicable statutes,
regulations, rules, ordinances, codes and standards (collectively, “Laws”) governing the manufacture, assembly,
transportation, import, export, or sale of Parts. Without limiting the foregoing, in the U.S., this includes all
applicable commerce, transportation, environmental, occupational safety, securities, and employment and
labor Laws. Partner is hereby on notice that data provided by elimold or elimold customers may be subject
to the International Traffic in Arms Regulations (“ITAR”) or the U.S. Export Administration Regulations (“EAR”).
Partner agrees that neither it nor any of its personnel will export or re-export any ITAR- or EAR-controlled data or
items without obtaining any required U.S. Government authorization. Partner further agrees that elimold and
elimold’s customers’ data shall only be accessible by
U.S. citizens and permanent residents and that it shall not release, export, or reexport such data to anyone
other than U.S. citizens or permanent residents unless specifically authorized by the elimold in writing. Partner
shall maintain appropriate procedures to: (1) detect (a) the unauthorized access to or release of data to non
U.S. citizens or permanent residents, and (b) the export or transfer of data from, or storage of data outside of,
the U.S., and (2) obtain and maintain any registration, license, agreement, or other authorization required under
the ITAR or EAR. Partner shall promptly notify elimold of any actual or suspected violation, and elimold may
immediately suspend Partner in the event of a violation. Partner shall secure binding obligations from any
independent contractors or other parties who have access to elimold or elimold’s customers’ data or
otherwise are performing services or activities in connection with this Agreement to comply with the terms of
3.4 Contact with Customers. Partner acknowledges and agrees that Customer satisfaction is extremely
important to elimold, and that in order to ensure such satisfaction, elimold requires that all communications
that take place with respect to any Customer’s Work Order, must take place on or via the Website. As such,
Partner covenants and agreesthat all contact and communications with a Customerrelated in any way to any
Work Order, shall be conducted exclusively via the Website. Partner further acknowledges that elimold may
monitor such contact and communications at any time without notice forthe purpose of providing the Website
and related services.
- elimold WORKCENTER. If you use a free trial or beta version of elimold WorkCenter, a software tool
that allows Partners to manage and track work in process, you agree and understand that your access and
use of elimold WorkCenter is contingent upon your status as a Partner in good standing that continues to
quote and process order requests for on demand manufacturing via www.elimold.com. Should you cease
to be Partner, elimold may, in its sole discretion, begin charging you a fee for your continued use of
elimold WorkCenter or disable your access to elimold WorkCenter. elimold may offer upgrades or
enhancements to the elimold WorkCenter software which may incur fees should you choose to upgrade
your free trial or beta version of elimold WorkCenter. Finally, elimold may choose to end its free trial or
beta version of elimold WorkCenter at any time by providing notice to then-current users of elimold
elimold may access and use the data entered into the software in order to configure, provide, and
maintain the elimold WorkCenter service, and otherwise as necessary to comply with its obligations under
these terms. elimold may collect and use data generated by (or on behalf of) the elimold WorkCenter
service for its business purposes (including without limitation to report on the aggregate response rate and
other aggregate measures of the elimold WorkCenter performance), so long as such data is presented in
aggregated and de-identified form.
- FEES AND PAYMENTS
5.1 Fees and Payment. Subject to the terms herein, elimold will pay Partner, as its sole compensation
hereunder for the performance hereunder, including the manufacture and delivery of the Parts, the fees set
forth in the applicable Work Order within thirty (30) days after the Part(s) have been Accepted. Partner will be
responsible for all costs and expenses associated with any Manufacturing Project, including the manufacture
of the Part(s).
5.2 Taxes. All applicable taxes, including, but not limited to, sales/use taxes and other charges, such as duties,
customs, tariffs, imposts and government-imposed surcharges, shall be the responsibility of Partner, and Partner
shallremit allsuch taxes and/or chargesto the appropriate tax authority.
5.3 No Expectation of Work Orders. YOU ACKNOWLEDGE AND AGREE THAT YOU HAVE NOT RECEIVED
ANY ASSURANCE THAT YOU WILL OBTAIN ANY PARTICULAR NUMBER OF WORK ORDERS OR AMOUNTS AS A
RESULT OF THIS AGREEMENT OR YOUR PARTICIPATION IN THE PROGRAM. elimold WILL INCUR NO LIABILITY
WHATSOEVER FOR ANY DAMAGES, LOSSES OR EXPENSES OF ANY KIND SUFFERED OR INCURRED BY YOU
ARISING FROM OR INCIDENT TO YOUR PARTICIPATION IN THE PROGRAM, OR ANY TERMINATION OF THIS
AGREEMENT BY elimold, WHETHER elimold IS AWARE OF SUCH DAMAGES, LOSSES OR EXPENSES.
- INTELLECTUAL PROPERTY
6.1 elimold Ownership. As between elimold and You, elimold’s pricing algorithms, processes and
mechanisms, the Website, and all content therein (collectively, the “elimold Properties”) and all worldwide
intellectual property rights in each of the foregoing, are the exclusive property of elimold and its licensors. All
rights in and to elimold Properties not expressly granted to You in this Agreement are reserved by elimold and
its licensors. Except as expressly set forth herein, no express or implied license or right of any kind is granted to
You regarding elimold Properties or any part thereof, including any right to obtain possession of any sourceelimold.com
code, data or othertechnical materialrelated to the Software.
6.2 3D Models. The 3D models, drawings, and specifications provided within the Work Order are the
exclusive property of elimold or the Customer of elimold. Partner is hereby granted a non-exclusive, non
transferable, non-sublicensable, limited license to use, the 3D models, drawings, and specifications and any other
that is provided for the sole purpose of performing its obligations hereunder. Partner agrees that within 18
months upon the completion of its obligations for any Work Order, or upon request from elimold, it will return
or destroy the 3D models, drawings, and specifications for such Work Order. Partner further understands and
agrees that the 3D models, drawings, and specifications and other information provided are the confidential and
proprietary information of elimold or the applicable Customer, and will not disclose the such models or
information to any third party, without the prior written consent of elimold or the applicable Customer;
provided, that, Partner may disclose such models and information to its employees who have a need to know
and who are bound by confidentiality obligations no less restrictive than those contained herein.
6.3 Partner Information. To the extent You upload any information, content, data or other materials to the
elimold Partner, You hereby grants elimold a perpetual, irrevocable, royalty- free, fully paid-up, non-exclusive
license to reproduce and use such information, content, data and materials for the purpose of providing the
elimold Properties to You, other Partners and our Customers; provided that, elimold may use such
information, content, data and materials on an aggregated and anonymized basis to provide, improve and
market the elimold Properties.
6.4 Trade Secrets. You acknowledge and agree that elimold’s pricing and matching algorithms, processes
and mechanisms, along with elimold’s geometry parsing engine are the trade secrets of elimold. Accordingly,
You shall not, and shall not encourage or assist any third party in, reverse engineering any of such algorithms,
processes, mechanisms, or engines, and that elimold will suffer irreparable harm in the event of any breach by
You of the foregoing. In the event you breach or attempt to breach this Section, Your right to participate in the
Program will immediately cease, and elimold will take any action it deems necessary or appropriate to protect
its rights and interests.
- WARRANTIES AND DISCLAIMERS
7.1 By Partner. Partner represents and warrants that (a) Partner has the authority to enter into this
Agreement personally (if Partner is a natural person), or on behalf of the entity entering into this Agreement,
and to bind that entity; (b) title to the Partsshipped orsold to elimold or the applicable Customer pursuant to
this Agreement will pass to elimold or the Customer, as applicable, free and clear of all liens, charges,
encumbrances, restrictions or other third party rights; (c) Parts shipped under Work Orders pursuant to this
Agreement will be manufactured from new and unused components; (d) the Parts will comply with the
Specifications and be free from defects in material and workmanship at the time of delivery to elimold or the
Customer, as applicable; (e) Partner will comply laws, rules, regulations and industry standards applicable to its
manufacture and delivery of Part(s) to which Partner is bound; and (f) Partner, its affiliates, and their financial
institution(s) are not subject to sanctions or otherwise designated on any list of prohibited or restricted parties or
owned or controlled by such a party, including but not limited to the lists maintained by the United Nations
Security Council, the US Government (e.g., the US Department of Treasury’s Specially Designated Nationals list
and Foreign Sanctions Evaders list and the US Department of Commerce’s Entity List), the European Union or its
member states, or any other applicable government authority.
7.2 Disclaimer. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, WEBSITE IS PROVIDED “AS
IS,” AND elimold MAKES NO (AND HEREBY DISCLAIMS ALL) OTHER WARRANTIES, REPRESENTATIONS, OR
CONDITIONS, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT
LIMITATION, ANY IMPLIED WARRANTIES OF SATISFACTORY QUALITY, COURSE OF DEALING, TRADE USAGE OR
PRACTICE, MERCHANTABILITY, TITLE, NONINFRINGEMENT, OR FITNESS FOR A PARTICULAR PURPOSE, WITH
RESPECT TO THE USE, MISUSE, OR INABILITY TO USE THE WEBSITE (IN WHOLE OR IN PART) OR ANY OTHERelimold.com
PARTS OR SERVICES PROVIDED TO YOU BY elimold. elimold DOES NOT WARRANT THAT ALL ERRORS CAN
BE CORRECTED, OR THAT OPERATION OF THE WEBSITE SHALL BE UNINTERRUPTED, SECURE, OR ERROR-FREE.
SOME STATES AND JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR
CONDITIONS OR LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE
LIMITATIONS MAY NOT APPLY TO YOU.
- INDEMNIFICATION. You will indemnify, defend, and hold harmless elimold, its parents, subsidiaries,
affiliates, officers, employees, agents, partners and licensors (collectively, the “elimold Parties”) against any
and all costs, expenses (including reasonable attorneys’ fees), losses, damages, claims, liabilities, demands,
penalties, forfeitures, suits and judgments, which the elimold Parties may hereafter incur, become responsible
for or pay, as a result of (a) Your breach or other violation of this Agreement, including without limitation, of the
Manufacturing Standards; (b) Your negligent or willful acts, errors or omissions; or (c) any death or bodily injury to
any person, destruction or damage to any property, contamination of or adverse effects on the environment
and any cleanup costs in connection therewith. elimold reserves the right, at its own cost, to assume the
exclusive defense and control of any matter otherwise subject to indemnification by You, in which event You
will fully cooperate with elimold in asserting any available defenses. You agree that the provisions in this section
will survive any termination of Your Account, this Agreement or Your accessto the elimold Properties.
- LIMITATION OF LIABILITY
9.1 Disclaimer of Certain Damages. THE PARTIES UNDERSTAND AND AGREE THAT IN NO EVENT SHALL
elimold BE LIABLE FOR ANY LOSS OF PROFITS, REVENUE OR DATA, INDIRECT, INCIDENTAL, SPECIAL,
EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE elimold
PROPERTIES, OR DAMAGES OR COSTS DUE TO LOSS OF PRODUCTION OR USE, BUSINESS INTERRUPTION,
PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR PERSONAL OR PROPERTY DAMAGE OR EMOTIONAL
DISTRESS, WHETHER OR NOT elimold HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ARISING
OUT OF OR IN CONNECTION WITH THIS AGREEMENT.
9.2 Cap on Liability. EXCLUDING YOUR INDEMNIFICATION OBLIGATIONS, UNDER NO CIRCUMSTANCES
WILL THE elimold PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT RECEIVED BY THE elimold
AS A RESULT OF YOUR USE OF THE elimold PROPERTIES IN THE TWELVE-MONTH PERIOD IMMEDIATELY
PRECEDING THE EVENT(S) GIVING RISE TO LIABILITY HEREUNDER.
9.3 Basis of the Bargain. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL
ELEMENTSOF THE BASISOF THE BARGAINBETWEENelimold AND YOU.
- TERMS AND TERMINATION
10.1 Term. This Agreement commence on the date when You accept it (as described in the preamble above)
and remain in full force and effect while You use the elimold Properties, unless terminated earlier in
accordance with this Agreement.
10.2 Termination of Agreement by You. If You want to terminate the Agreement, You may do so by (a)
notifying elimold at any time and (b) closing Your Account. Your notice should be sent, in writing, to elimold’s
10.3 Termination of Agreement by elimold. elimold has the right to, immediately and without notice,
suspend or terminate this Agreement or Your use or participation in the Website, Program and any services
provided thereunder at any time (with or without cause), including if You have materially breached any
provision of this Agreement, or if elimold is required to do so by law (e.g., where the provision of the Website,
or the Program is, or becomes, unlawful). You agree that all terminations for cause shall be made in elimold’s
sole discretion and that elimold shall not be liable to You or any third party for any termination of Your Account.
In the event elimold determines, in its sole discretion, that You have breached any portion of this Agreement,elimold.com
elimold reserves the right to: (i) warn you via email (to any email address you have provided to elimold) that
you have violated this Agreement; (ii) delete Your Content provided by You or Your agent(s) to the Website; (iii)
notify and/or send Your Content to and/or fully cooperate with the proper law enforcement authorities for
further action; and/or(iv) pursue any other action which elimold deemsto be appropriate.
10.4 Effect of Termination. Termination of this Agreement includes deletion of Your password and all related
information, files and content associated with or inside Your Account (or any part thereof). Upon termination
of this Agreement, Your right to use the Website and participate in the Program will automatically terminate
immediately. All provisions of this Agreement which by their nature should survive, shall survive termination of
this Agreement, including without limitation, ownership provisions, warranty disclaimers, and limitation of
- INSURANCE. Without limiting or qualifying Your liabilities, obligations or indemnities otherwise assumed by
You pursuant to this Agreement, You shall maintain appropriate insurance policies, at Your sole cost and
expense, in amounts adequate to cover Your obligations and responsibilities under this Agreement. elimold will
be named as an additional insured on all such policies and will receive 30 days written notice prior to the
termination, reduction or modification of coverage with respect to any such insurance policy. Upon elimold’s
request, You will promptly furnish to elimold written evidence of Your insurance coverage.
- GENERAL PROVISIONS
12.1 Electronic Communications. The communications between You and elimold use electronic means,
whether You visit the elimold Properties or send elimold e-mails, or whether elimold posts notices on the
elimold Properties or communicates with You via e- mail. For contractual purposes, You (1) consent to receive
communications from elimold in an electronic form; and (2) agree that all terms and conditions, agreements,
notices, disclosures, and other communications that elimold provides to You electronically satisfy any legal
requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect
12.2 Assignment. This Agreement, and Your rights and obligations hereunder, may not be assigned,
subcontracted, delegated or otherwise transferred by You without elimold’s prior written consent, and any
attempted assignment, subcontract, delegation, or transfer in violation ofthe foregoing will be null and void.
12.3 Force Majeure. Neither party shall be liable for any delay or failure to perform resulting from causes
outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of
civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy,
labor or materials.
12.4 Questions, Complaints, Claims. If You have any questions, complaints or claims with respect to the
elimold Properties, please contact us at: in[email protected]. We will do our best to address Your concerns. If
You feel that Your concerns have been addressed incompletely, we invite You to let us know for further
12.5 Limitations Period. YOU AND elimold AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR
RELATED TO THIS AGREEMENT, THE elimold PROPERTIES OR THE CONTENT MUST COMMENCE WITHIN ONE
(1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY
12.6 Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Please read this Section (“Arbitration
Agreement”) carefully. It is part of Your contract with elimold and affects Your rights. It contains procedures
for MANDATORY BINDING ARBITRATIONAND A CLASS ACTION WAIVER.
(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other
equitable relief as set forth below) in connection with this Agreement or the use of any product or service elimold.com
provided by elimold that cannot be resolved informally or in small claims court shall be resolved by binding
arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement
applies to You and elimold, and to any subsidiaries, affiliates, agents, employees, predecessors in interest,
successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods
provided under this Agreement.
(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the
party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of
the claim or dispute, and the requested relief. A Notice to elimold should be sent to [email protected]. After
the Notice is received, You and elimold will attempt to resolve the claim or dispute informally. If You and
elimold do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin
an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the
arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is
(c) Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an
established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this
section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The
rules of the ADR Provider shall govern all aspects of this arbitration, including but not limited to the method of
initiating and/or demanding arbitration, except to the extent such rules are in conflict with this Agreement. The
AAA Commercial Arbitration Rules governing the arbitration are available online at www.adr.org or by calling
the AAA at 1-800-778-7879. The arbitration shall be conducted by one to three neutral arbitrators, at the
discretion of elimold. Any claims or disputes where the total amount of the award sought is less than Ten
Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at
the option of the party seeking relief. For claims or disputes where the total amount ofthe award sought is Ten
Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration
Rules. Any hearing will be held in Wilmington, Delaware, unless the parties agree otherwise. Any judgment on
the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall
bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an
equalshare ofthe fees and costs ofthe ADR Provider.
(d) Additional Rules for Non-appearance Based Arbitration: If non-appearance arbitration is elected, the
arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific
manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal
appearance by the parties or witnesses unless otherwise mutually agreed by the parties.
(e) Time Limits. If You or elimold pursue arbitration, the arbitration action must be initiated and/or
demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline
imposed underthe AAA Rulesforthe pertinent claim.
(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any,
of You and elimold, and the dispute will not be consolidated with any other matters or joined with any other
cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim.
The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or
relief available to an individual under applicable law, the AAA Rules, and this Agreement. The arbitrator shall
issue a written award and statement of decision describing the essential findings and conclusions on which the
award is based, including the calculation of any damages awarded. The arbitrator has the same authority to
award relief on an individual basisthat a judge in a court of law would have. The award of the arbitratorisfinal
and binding upon You and elimold.
(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO
GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes elimold.com
shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more
limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a
court. In the event any litigation should arise between You and elimold in any state orfederal courtin a suitto
vacate or enforce an arbitration award or otherwise, YOU AND elimold WAIVE ALL RIGHTS TO A JURY TRIAL,
instead electing thatthe dispute be resolved by a judge.
(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS
ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS
BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED
JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If, however, this waiver of class
or consolidated actions is deemed invalid or unenforceable with respect to a particular claim or dispute, then
notwithstanding anything to the contrary in this Arbitration Agreement or Agreement, neither You or elimold
is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a
court assetforth in Section 11.6(n).
(i) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or
unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect
and shall be severed and the remainder of the Agreement shall continue in full force and effect.
(j) Right to Waive. Any or all of the rights and limitations set forth in this Agreement may be waived by the
party against whom the claim is asserted. Such waiver shall not waive or effect any other portion of this
(k) Survival of Agreement. This Arbitration Agreement will survive the termination of Your relationship with
(l) Small Claims Court. Notwithstanding the foregoing, either You or elimold may bring an individual action
in small claims court.
(m) Emergency Equitable Relief. Notwithstanding the foregoing, either partymay seek emergency equitable
relief before a state or federal court in order to maintain the status quo pending arbitration. A request for
interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration
(n) Courts. In any circumstances where the foregoing Agreement permits the parties to litigate in court, the
parties hereby agree to submit to the personal jurisdiction of the courts located within Montgomery County,
Maryland forsuch purpose.
12.7 Governing Law. This Agreement and any action related thereto will be governed and interpreted by
and under the laws of the State of Maryland, consistent with the Federal Arbitration Act, without giving effect
to any principles that provide for the application of the law of another jurisdiction. The United Nations
Convention on Contractsforthe International Sale of Goods does not apply to this Agreement.
11.6 Independent Contractor. Yourrelationship to elimold underthis Agreement isthat of an independent
contractor. Nothing in this Agreement is intended or should be construed to create a partnership, joint
venture, or employer-employee relationship between elimold and You. You agree to take no position with
respect to or on any tax return or application for benefits, or in any proceeding directly or indirectly involving
elimold that is inconsistent with You being an independent contractor (and not an employee) of elimold. You
are not an agent of elimold and are not authorized and must not represent to any third party that You are
authorized,tomake any commitment or otherwise act on behalf of elimold.
12.8 Notice. Where elimold requires that You provide an e-mail address, You are responsible for providing
elimold with Your most current e-mail address. In the event that the last e-mail address You provided toelimold.com
elimold is not valid, or for any reason is not capable of delivering to You any notices required/ permitted by this
Agreement, elimold’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice.
You may give notice to elimold at the following address: [email protected]. Such notice shall be deemed given
when received by elimold by letter delivered by nationally recognized overnight delivery service or first-class
postage prepaidmail atthe above address.
12.9 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be
deemed a waiver of any other provision or ofsuch provision on any other occasion.
12.10 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable,
the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will
be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.
12.11 Entire Agreement. This Agreement are the final, complete and exclusive agreement of the parties with
respectto the subjectmatter hereof and supersedes and merges all prior discussions between the parties with
respect to such subject matter. Unless otherwise specifically agreed to by the parties, in the event of any
conflict between the terms of this Agreement, the Manufacturing Standards, the General Terms, or any Work
Order, the order of precedence is as follows: (i) the Manufacturing Standards; (ii) this Agreement; (iii) the
General Terms; and (iv) the Work Order. Unless otherwise specifically agreed, the parties acknowledge that the
pre-printed provisions on the reverse side of any quotation, order, acknowledgement or invoice will be deemed
deleted and of no effect whatsoever.