The following are terms and conditions of a legal agreement between you and ZPROTO Manufacturing Solutions Private Limited and its affiliates (collectively, “ZPROTO”, “we”, “us” or “our”). These terms and conditions govern your use of ZPROTO, (“ZPROTO Website” or “Website”), any mobile applications (“Applications”), and the Services, features, and content we offer. By using the Services, you acknowledge you have read, understood and agree to be bound by these Terms and Conditions and to comply with all applicable laws and regulations. You also certify that any file uploaded to the ZPROTO Website is not objectionable by law. If you do not agree with these Terms and Conditions, you should not use the Website, Applications, or Services.

Services

ZPROTO provides different services through the Website. One of our Services enables you to upload a Computer Aided Design (“CAD”) or image file of your ZPROTO Manufacturing Unlimited product to our Website and view its rendered version. If you want to turn your uploaded design into reality, you can place an order with us and we will manufacture it for you according to your selected specifications and ship it to your preferred location. We will charge you a fee for the service and the material used to manufacture your design

2. Account Terms

You represent and warrant that you are at least 18 years of age to use this Service. If you are under 18 years of age, you may use ZPROTO only with involvement of a parent or guardian. 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 Account on ZPROTO Website (“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. You shall have the ability to delete your Account through a request made to one of our employees or affiliates.

3. Ordering

• Placing an order: To order the product you designed, you will need to upload the design file (CAD or image) on the Website through your Account. Then you can select the material, the process, and the quantity. You must provide delivery details and complete payment.
• Unacceptable orders, cancellation of orders by us: ZPROTO may cancel your order due to technical reasons, infeasibility, infringement, or delivery destination issues.
• Prices: After uploading your design, we provide the price. If a pricing error occurs, we may cancel the order.
• Payment and price: The order price includes service fees, material costs, shipping, and GST but excludes import duties or taxes. Payment methods include credit card, debit card, or bank transfer.
• Acceptance: After accepting your order, we send an order confirmation email. If we cannot accept your order, we will notify you by email.
• Order Tracking: You can track your order status through the Website or via email notifications.
• Shipping: Orders are shipped to your provided address. Delivery time depends on location. Title and risk transfer upon shipment.
• Cancellation of your order, return of products: Due to the personalized nature of our Services, you cannot cancel your order after acknowledgment.

4. Warranty; Disclaimer

ZPROTO warrants only that the product manufactured by us will substantially meet the features of the indicated product within the limitations of the fabrication technology. You maintain sole legal responsibility for the design specifications and performance of the product that is the subject of this transaction. ZPROTO does not give any warranty about the products themselves and does not guarantee that the product will be fit for any particular purposes. Please inspect the product upon receipt immediately. If the product 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 7 days after receipt of the product. Such warranty claim can be made only within 7 days after receipt of the product by you. Do not return the product unless we require you to do so. We will confirm whether you are entitled to a replacement or refund. Transportation costs in respect of a faulty product will be borne by us. If we do not receive any notice within the provided 7 days we will assume the product 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 the products) 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 the products) contained in or accessed through the Services. 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, NONINFRINGEMENT, 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. 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 product.

5. Use of the ZPROTO Website

Copyright and all other proprietary rights in the content of the Website and the Services (including but not limited to software, audio, video, text and photographs and excluding all User Generated Content) rests with ZPROTO or its licensors. All rights in the content not expressly granted herein are reserved. Except as otherwise provided, the content published on this Website may be reproduced or distributed in unmodified form for personal, non-commercial use only, provided that it is attributed to ZPROTO. Any other use of the content, including without limitation distribution, reproduction, modification, display or transmission without the prior written consent of ZPROTO is unlicensed by ZPROTO. 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. All copyright and other proprietary notices shall be retained on all reproductions. This Website may provide links to other websites that are not under the control of ZPROTO. ZPROTO shall not be responsible in any way for the content of such other websites. ZPROTO provides such links only as a convenience to you, and the inclusion of any link to any such websites does not imply endorsement by ZPROTO of the content of such websites. Since the ZPROTO Service is a web based service, it might be subject to temporary downtime. From time to time we also update our Website, which will result in the Website not being available for a certain period of time. We will endeavor to ensure that the Website operates reliably and consistently, but we do not warrant that the Website will operate uninterrupted without any faults. We do not guarantee that any content will be made available on the Website or through the Services. We reserve the right to, but do not have any obligation to, (i) remove, edit or modify any content (including without limitation any products) in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such content or if we are concerned that you may have violated these Terms and ZPROTO Manufacturing Unlimited Conditions), or for no reason at all and (ii) to remove or block any content (including without limitation any products) from the Services. We are not responsible for any losses suffered by you as a result of any interruption of the Website, or by the suspension of your access to the Website.

6. User Generated Content

The term User Generated Content when used in this Terms and Conditions shall mean any content uploaded to the Website by you, including but not limited to all uploaded product designs, pictures of products, comments on the Website, specifications provided in your order for a product, as well as the fabricated product 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. ZPROTO 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. Opinions expressed in the User Generated Content are not necessarily the opinion of ZPROTO. By submitting User Generated Content through the Services or Website, you hereby do and shall grant us a worldwide, non-exclusive, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Generated Content in connection with the Website, the Services and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Website, the Applications or the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds). You also hereby do and shall grant each user of the Website, the Applications, or the Services a non-exclusive license to access your User Generated Content through the Website, the Applications or the Services, and share your User Generated Content on blogs and social media, provided such sharing prominently links back to the product page on the ZPROTO site and is not done on a site that competes directly or indirectly with ZPROTO Services. For clarity, the foregoing license grants to us and our users does not affect your other ownership or license rights in your User Generated Content, including the right to grant additional licenses to your User Generated Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights.

Intellectual Property Rights of Designs

You, as a designer, retain all your intellectual property rights in your products, including without limitation any and all derivative works like 3D renders. By uploading your products to the Website, 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 product design to the Website, you grant ZPROTO a non-exclusive, royalty free, worldwide, transferable, and sublicensable right and license to use your product design for the manufacturing of your product in order to fulfill your order.

8. Consent to Use of Personal Data

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

9. Third Party Services

The Website may permit you to link to other websites, services or resources on the Internet, and other websites, services or resources may contain links to the Website. When you access third party resources on the Internet, you do so at your own risk. These other resources are not under our control, and you acknowledge that we are not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply our endorsement or any association between us and their operators. You further acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such content, goods or services available on or through any such website or resource.

10. Payments and Billing.

Certain Services of ours may be subject to payments now or in the future (“Paid Services”). Please note that any payment terms presented to you in the process of using or signing up for a Paid Service are deemed part of these Terms and Conditions. We use a third-party payment processor (“Payment Processor”) to bill you through a payment account linked to your Account on the Services (“Billing Account”) for use of the Paid Services. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms and Conditions. We are not responsible for error by the Payment Processor. By choosing to use Paid Services, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms and you authorize us, through the Payment Processor, to charge your chosen payment provider (your “Payment Method”). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that it makes even if it has already requested or received payment. The terms of your payment will be based on your Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BILLING ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BILLING ACCOUNT CURRENT, COMPLETE AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE), AND YOU MUST PROMPTLY NOTIFY US OR OUR PAYMENT PROCESSOR IF YOUR PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF YOU BECOME AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF YOUR USER NAME OR PASSWORD. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY USE OF PAID SERVICES UNDER YOUR BILLING ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SERVICES AS SET FORTH ABOVE. If the amount to be charged to your Billing Account varies from the amount you preauthorized (other than due to the imposition or change in the amount of sales taxes), you have the right to receive, and we shall provide, notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. Any agreement you have with your payment provider will govern your use of your Payment Method. You agree that we may accumulate charges incurred and submit them as one or more aggregate charges during or at the end of each billing cycle. Any free trial or other promotion that provides access to a Paid Service must be used within the specified time of the trial.

11. Indemnification

You shall defend, indemnify, and hold harmless us, our affiliates 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 Services, content, or otherwise from your User Generated Content, violation of these Terms and Conditions, or infringement by you, or any third party using your Account or identity in the Services, 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 OR THE LIKES (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES

13. Applicable Law

These terms and conditions shall be governed by and construed in accordance with the Indian Laws. Any claim, dispute or difference relating to or arising out of the Terms and Conditions shall be referred to the arbitration, of a sole arbitrator. The arbitration shall be subject to the Arbitration and Conciliation Act, 1996 as may be amended from time to time. The seat and venue of arbitration shall be Mumbai. The proceedings shall be undertaken in English. The arbitration award shall be final and binding on the parties.

14. Miscellaneous

• Force Majeure: In no event shall ZPROTO be responsible or liable for any failure or delay in performance due to forces beyond its control, including strikes, work stoppages, accidents, acts of war or terrorism, civil or military disturbances, natural catastrophes, acts of God, and interruptions or malfunctions of utilities, communications, or computer services. ZPROTO shall use reasonable efforts to resume performance as soon as practicable.
• Assignment: These Terms and Conditions are personal to you and are not assignable, transferable, or sublicensable without our prior written consent. We may assign, transfer, or delegate our rights and obligations without consent.
• Agency: No agency, partnership, joint venture, or employment relationship is created by these Terms and Conditions, and neither party has authority to bind the other.
• Notices: Unless otherwise specified, all notices must be in writing and will be deemed given when received via personal delivery, certified or registered mail, electronic confirmation of receipt via facsimile or email, or next-day delivery service. Electronic notices should be sent to [email protected].
• No Waiver: Failure to enforce any part of these Terms and Conditions does not constitute a waiver of the right to enforce that or any other provision in the future. Waivers must be in writing and provided by an authorized representative.
• Headings: Section and paragraph headings are for convenience only and do not affect interpretation.
• Feedback: We welcome all comments, suggestions, and feedback. You grant us a worldwide, royalty-free, irrevocable, perpetual license to use and incorporate any feedback into our Services.

15.Contact Information

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

16. 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. Should you experience any problems, please contact us and we will do our best to fix it as soon as possible. ZPROTO may contact you to ask you about your experiences.