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Jiga Terms and Conditions

Terms of Service

Last updated: December 2023 

 

The following are Terms of Service (“Terms“) which serve as a legal agreement between you and the relevant Jiga entity, as set out below (“Jiga“, “us“, “our“, or “we“) for the use of its platform (“Platform“) through which its customers (“Customers“) can upload 3D models and have products manufactured based on the models uploaded. Through the Platform, Jiga also engages manufacturers (“Manufacturers“) to assist in provision of manufacturing services (“Manufacturing Services“) and production of products for Customers. Jiga’s Privacy Notice, available at https://jiga.io/privacy-notice-manufacturers/ (“Privacy Notice“) describes Jiga’s collection, processing and transfer of any Personal Data (as such term is defined in the Privacy Notice). “You” means an individual accepting these Terms on behalf of a Manufacturer. 

 

Please read these Terms carefully. By clicking on the button marked “I agree” you signify your assent to these Terms on behalf of the Manufacturer. Changes may be made to these Terms from time to time and continued use by the Manufacturer of the Platform following any changes to these Terms signifies its assent to the amended Terms. If you or the Manufacturer do not agree to any of these Terms, please do not click the button marked “I agree” and do not use the Platform.

 

  • Provision of Manufacturing Services

 

  • During the Term (as defined below) and subject to the terms and conditions hereof, the Manufacturer agrees to provide certain Manufacturing Services and deliverables to Jiga or Customers as may be detailed and agreed within the Platform (“Deliverables“). The details of Deliverables to be provided, such as specifications, quantities, performance timelines, milestones, fees to be paid, payment schedules, and other service-specific terms shall be as agreed within the Platform.
  • Manufacturer may use third-party subcontractors to provide the Manufacturing Services, subject to Jiga’s or the Customer’s, as applicable, prior written approval and provided that Manufacturer remains fully liable for the acts and omissions of any subcontractors. 
  • Manufacturer will be responsible for obtaining, at its expense, any regulatory and government approvals necessary for the provision of the Manufacturing Services as contemplated hereunder. At Jiga’s written request, Manufacturer will provide copies of all such approvals and submissions to governmental authorities, and Jiga will have the right to use any and all information provided in connection with its own regulatory approval processes and/or commercial development.
  • Jiga shall be responsible for arranging for collection and transport of Deliverables from Manufacturer’s facilities. Manufacturer shall ensure that the Deliverables shall be ready in accordance with the time schedule agreed with Jiga and shall reasonably cooperate with the delivery means instructed by Jiga for the collection and transport of Deliverables.

 

  • Account Registration

 

    • Manufacturers will generally be required to register a dedicated account through which they and their authorized users will be able to access the Platform. However, if the Manufacturer is invited to use the Platform by a Customer, the Manufacturer may access the Platform and provide a price quote to the applicable Customer without registration.
    • Use of and access to the Platform is void where prohibited by law. By registering on behalf of the Manufacturer, you represent and warrant that (a) you are at least 18 years of age and have the ability to form a binding contract; (b) you are authorized to enter into, and bind the Manufacturer to these Terms; and (c) the Manufacturer shall comply with applicable laws, regulations, guidelines, and these Terms throughout its use of the Platform.
  • To the extent applicable, Manufacturer agrees to notify Jiga immediately of any unauthorized use of its account credentials. Manufacturer and each authorized user to whom it provides access to its account credentials is fully responsible for the security of any computer system and/or mobile device through the account is accessed and all activities within the account. To the fullest extent permitted by applicable law, Jiga will not be liable for any losses or damage arising from unauthorized use of Manufacturer’s account or password, and Manufacturer agrees to indemnify and hold Jiga harmless for any unauthorized, improper, or illegal use of its account and any charges and taxes incurred. Jiga does not police for and cannot guarantee that it will learn of or prevent, any inappropriate use of the Platform.

 

  • Termination of Account

 

  • Jiga may suspend or terminate the Manufacturer’s account at any time by providing three (3) days prior notice. In addition, upon occurrence of any of the following events, Jiga may suspend or terminate the Manufacturer’s account with immediate effect and may take any other corrective action it deems appropriate: (i) violation of the letter or spirit of these Terms, (ii) fraudulent, harassing, or abusive behavior, (iii) behavior that is illegal or harmful to Customers, third parties, or the business interests of Jiga. If the Manufacturer’s account is terminated, it may not rejoin Jiga again without express permission. Jiga may modify or discontinue the Platform for all users at any time, provided, however, that such changes will not apply to outstanding orders placed through the Platform. Upon termination of the Manufacturer’s account, it shall not have any further access to any content that may be available through its account.
  • We reserve the right to investigate suspected violations of these Terms or illegal and inappropriate behavior through the Platform. We will fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity, behavior, or content of anyone believed to have violated these Terms or to have engaged in illegal behavior in connection with the Platform. 
  • Manufacturer may request termination of its Jiga account at any time and for any reason by sending an email to [email protected]. Following such request, Jiga shall close the account as soon as reasonably practicable. Any suspension or termination of an account shall not affect Manufacturer’s obligations under these Terms (including but not limited to ownership, indemnification, any representations and warranties made hereunder, limitation of liability) which by their sense and context are intended to survive such suspension or termination and shall not affect any outstanding orders. 

 

  • Ordering Process.

 

  • Fee Quote. Through the Platform, Customers can provide certain specifications about Deliverables that they would like to have manufactured, including quantities, delivery schedules, and materials, and Manufacturer may have the opportunity to submit a fee quote for the production of the Deliverables. The Customer may, at its discretion, accept Manufacturer’s fee quote and submit an order through the Platform.

 

  • Acceptance. By accepting an order submitted by a Customer, Manufacturer agrees to produce the Deliverables in accordance with the agreed terms. Manufacturer is not permitted to cancel an order after it has accepted it.

 

  • Testing and Acceptance.

 

  • Manufacturer shall perform all testing and analysis of Deliverables to ensure that they meet the specifications and quality standards agreed. Manufacturer shall maintain records of such testing in accordance with best industry practice and agrees to provide such records to Jiga or a Customer upon request.
  • Jiga or the relevant Customer, as applicable, may examine Deliverables to ensure conformity to the requirements agreed and may reject any Deliverables due to non-conformance or defects. If Deliverables are rejected, Manufacturer will correct any non-conformance or defects, at no additional cost, within seven (7) days of receiving a notice detailing the basis for the rejection. If redelivered Deliverables are again rejected due to non-conformance or defects, the above process will be repeated as needed until conforming Deliverables are provided and accepted in accordance with Section 5.3 below. 
  • A Deliverable shall be deemed accepted it has not been rejected in writing within 30 days of its receipt by the relevant Customer or it is confirmed in writing by either Jiga or the Customer. Neither payment for, nor use or inspection of the Deliverables shall be considered acceptance. 
  • Jiga shall have the right to conduct inspections of Manufacturer’s facilities and relevant records from time to time on a reasonable basis and following advanced coordination with Manufacturer and Manufacturer shall cooperate with Jiga and shall provide Jiga with access to its premises and any relevant documents and/or information requested by Jiga.

 

  • Representations.

 

  • The Manufacturer represents and warrants that (i) the Manufacturing Services will be performed in a good and workmanlike manner, consistent with industry standards, in conformance with the requirements agreed in the Platform; (ii) the Manufacturing Services and Deliverables will not infringe upon any third party’s right and shall comply with all applicable laws, regulations, and applicable industry standards, including without limitation standards for labeling, packaging, manufacturing environment, as such applicable standards may be revised during the Term; (iii) Manufacturer has obtained or completed all necessary consents, approvals, authorizations, registrations, filings, clearances, or qualifications with any governmental authority necessary for the provision of the Manufacturing Services and/or Deliverables hereunder in the jurisdictions where the Manufacturing Services are provided; and (iv) it will conduct its export and import transactions in accordance with all applicable legal requirements, regulations, or orders governing imports, exports, re-exports, or transfers of products, services, software, or technologies, from or to the United States or any other applicable country.

 

  • The Manufacturer further represents and warrants that, for a period of two (2) years from the date of acceptance of the Deliverables (unless a different period is agreed): (a) all Deliverables provided (i) shall conform to the specifications as agreed through the Platform; (ii) shall be transferred to Jiga free and clear of all security interests, liens, or encumbrances; and (iii) shall be free from defects in workmanship or materials (including production and packaging defects); and (b) to the extent that any Background IP (as defined below) is included in the Deliverables, any licenses granted in respect thereof shall not infringe the intellectual property, privacy, publicity, or moral rights of any third party(“Warranty“). In addition, to the extent Manufacturer has obtained warranties from the original manufacturer of any components included in the Deliverables, Manufacturer passes such warranties through to Jiga and the applicable Customer and shall provide details of such warranties upon request. Any non-conforming Deliverable subject to the Warranty may be returned to Manufacturer for repair, replacement, or a refund of the original purchase price at Jiga’s discretion. Acceptance of Deliverables by Jiga or a Customer shall not be deemed to be an admission that the accepted Deliverables conform with the Warranty.

 

  • Consideration and Payment 

 

  • In consideration of the Manufacturing Services and Deliverables and subject to acceptance of Deliverables by the Customer, Jiga shall pay Manufacturer the fees as agreed per Deliverable within the Platform (“Fee“) in accordance with Jiga’s standard price list, as detailed in the Platform, subject to receipt of an undisputed invoice. Payments shall only be payable following acceptance of the Deliverable by the Customer, unless otherwise agreed between the Customer and the Manufacturer. Payment shall be made within thirty (30) days from the end of the month during which the relevant Deliverable is accepted by the Customer. The Fee shall include any VAT, taxes, and governmental charges applicable. 

 

  • Manufacturer will bear all costs relating to the Manufacturing Services provided, including, without limitation, in respect of materials, equipment, and insurance.

 

  1. Insurance. Manufacturer shall be solely responsible for obtaining and maintaining adequate insurance with a reputable insurance company professional indemnity, product liability, general liability insurance, along with any other industry standard insurance adequate to cover liabilities that may arise with respect to its activities hereunder, including with respect to property damages and bodily injury. Manufacturer’s insurance policies shall not include a recall exclusion and shall include a waiver of subrogation. Manufacturer shall include Jiga as an ‘additional insured’ on its insurance policies and shall provide confirmation of its insurance policies to Jiga upon request.

 

  1. Intellectual Property. 

 

  • Jiga IP. As between Jiga and Manufacturer, Jiga and its licensors, as the case may be, own all rights, title, and interest in and to any specifications, designs, and schematics that Jiga provides as the basis for Deliverables, as well as in and to the Platform, the overall appearance of the Platform or any text, graphics, graphics design, videos, demos, interfaces, and underlying source files therein, and all worldwide intellectual property rights thereto, trademarks, service marks, and logos contained therein, whether registered or unregistered. The relevant Customer owns all, title, and interest in and to any specifications, designs, and schematics that it provides as the basis for Deliverables. Nothing in these Terms or on the Platform should be construed as granting you or Manufacturer any right to use any trademark, service mark, logo, or trade name of Jiga or any third party. If Manufacturer provides any feedback regarding the specifications or Deliverables, Jiga or its Customer/s, as applicable, may use all such feedback without restriction and shall not be subject to any non-disclosure or non-use obligations in respect of such feedback.

 

  • License. Manufacturer hereby grants Jiga and its successors and assignees a worldwide, royalty-free, fully paid-up and non-exclusive license under any of Manufacturer’s intellectual property rights to use, copy, display, and transmit Manufacturer’s name and logo through the Platform.

 

  • Assignment.
    • Manufacturer hereby does and will irrevocably assign to Jiga any and all of Manufacturer’s rights, title, and interest in and to any and all Deliverables and all associated records, including any intellectual property rights therein and thereto and shall secure the assignment of such rights by its employees, to the extent required.

 

  • To the extent any of the right, title and interest in and to the Deliverables cannot be assigned by Manufacturer to Jiga, Manufacturer hereby grants to Jiga an exclusive, royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to use fully, practice and exploit those non-assignable rights, title and interest. To the extent any of the rights, title and interest in and to the Deliverables can neither be assigned nor licensed by Manufacturer to Jiga, Manufacturer hereby irrevocably waives and agrees never to assert the non-assignable and non-licensable rights, title and interest against Jiga, any of Jiga’s successors in interest, or any of Jiga’s Customers.

 

  • To the extent Manufacturer incorporates into the Deliverables any intellectual property, know-how, or other elements that are conceived of, created, generated, or developed by Manufacturer or any others (other than Jiga or Jiga’s Customer) outside of the context of these Terms (“Background IP“), Manufacturer hereby grants to Jiga and Jiga’s designees a royalty-free, transferable, irrevocable, worldwide, fully paid-up license (with rights to sublicense through multiple tiers of sublicensees) to use fully, practice and exploit all patent, copyright, moral right, mask work, trade secret and other intellectual property rights relating to any Background IP.

 

  • Manufacturer agrees to perform all acts that Jiga deems necessary or desirable to permit and assist Jiga, at its expense, in obtaining, perfecting and enforcing the full benefits, enjoyment, rights and title throughout the world in the Deliverables. If Jiga is unable for any reason to secure Manufacturer’s signature to any document required to file, prosecute, register or memorialize the assignment of any rights under any Deliverables as provided hereunder, Manufacturer hereby irrevocably designates and appoints Jiga and Jiga’s duly authorized officers and agents as Manufacturer’s agents and attorneys-in-fact to act for and on Manufacturer’s behalf and instead of Manufacturer to take all lawfully permitted acts to further the filing, prosecution, registration, memorialization of assignment, issuance and enforcement of rights in, to and under the Deliverables, all with the same legal force and effect as if executed by Manufacturer. The foregoing is deemed a power coupled with an interest and is irrevocable.
  • Any assignment of intellectual property rights hereunder includes all rights of paternity, integrity, disclosure and withdrawal and any other rights that may be known as or referred to as “moral rights” (collectively “Moral Rights“). To the extent such Moral Rights cannot be assigned under applicable law and to the extent the following is permitted by the laws in the various countries where Moral Rights exist, Manufacturer hereby waives such Moral Rights and consents to any action of Jiga that would violate such Moral Rights in the absence of such consent.

 

  • Use Restrictions. Manufacturer may not do or attempt to do or facilitate a third party in doing any of the following: (1) decipher, decompile, disassemble, or reverse-engineer any of the software and/or code, if and as applicable, used to provide the Platform without Jiga’s prior written authorization, including framing or mirroring any part of the Platform; (2) circumvent, disable, or otherwise interfere with security-related features of the Platform or features that prevent or restrict use or copying of any content thereto; (3) use the Platform or content thereon in connection with any commercial endeavors in any manner, except for the purposes specifically set forth in these Terms; (4) use any robot, spider, site search or retrieval application, or any other manual or automatic device or process to retrieve, index, data-mine, or in any way reproduce or circumvent the navigational structure or presentation of the Platform; (5) use or access another user’s account or password without permission; (6) use the Platform or content thereon in any manner not permitted by these Terms or applicable law. 


  • Confidential and Proprietary Information. 

 

  • Manufacturer’s use of Confidential Information (as defined in below) shall be subject to the terms of this Section. Customers may request that Manufacturer sign a separate non-disclosure agreement (“Customer NDA“) as a condition to engaging Manufacturer. Any such Customer NDA shall be between the Customer and Manufacturer exclusively and Jiga shall not be a party to, nor shall it bear any liability regarding any Customer NDA.
    •  
  • “Confidential Information” shall mean all information in any and all medium that has or may be disclosed by Jiga or its Customers to Manufacturer, including, without limitation, Models, Deliverables, the terms of orders placed, specifications or data related thereto, as well as any data, technology, source code, know-how, inventions, designs, prototypes, processes, techniques, methods, testing strategies, models, equipment, algorithms, software programs, patents, trademarks, copyrights and other intellectual property, and information relating to the same, plans, documents, information concerning research and development activities, and/or trade, industrial, and business secrets, confidential commercial information, current, planned products, licensing or sales activities, pricing, marketing and business plans, and third-party confidential information, all the above – whether written, oral, or computer generated. 
  • Manufacturer agrees to hold all Confidential Information in strict confidence and to take all steps to safeguard the Confidential Information with a high degree of care, including, without limitation, those steps it takes to protect its own Confidential Information of a similar nature. Without derogating from the generality of the foregoing, Manufacturer hereby agrees to conspicuously mark any copy of Confidential Information in its possession as confidential and proprietary and take all necessary precautions and steps to prevent anyone from obtaining access thereto. Except as expressly agreed in writing by Jiga, Manufacturer shall not (a) use, copy or reproduce the Confidential Information, except as necessary for the provision of Manufacturing Services; (b) exploit the Confidential Information for its own benefit or for the benefit of anyone other than Jiga or Customer, without the prior written consent of Jiga; (c) disclose or otherwise provide any Confidential Information to any third party without the prior written consent of Jiga; or (d) alter, reverse engineer, decompile, disassemble or otherwise modify the Confidential Information.
  • Manufacturer may disclose Jiga’s Confidential Information solely to its employees and professional advisers with a bona fide need to know such Confidential Information to provide the Manufacturing Services and only if such persons are advised of the confidential nature of the Confidential Information and are bound by a written agreement or code of professional responsibility to protect the confidentiality of such Confidential Information which is at least as stringent as the terms hereof. Manufacturer will still be held responsible for any breach by such persons.
  • Upon the expiration or termination of the Terms or upon an earlier written request, Manufacturer shall return to Jiga or the Customer, subject to Jiga or the Customer’s written instructions, destroy and certify destruction of, all Confidential Information in Manufacturer’s possession.

 

  • Disclaimers and Disclaimer of Warranty

 

  • All information and content posted on the Platform is for informational purposes only and Jiga provides no guarantees with respect thereto. Manufacturer’s use of the Platform is at its sole discretion and risk. The Platform and content thereon are provided on an AS IS and AS AVAILABLE basis without warranties of any kind. Jiga does not represent or warrant that Platform will be of good quality or useful to the Manufacturer’s needs. 
  • JIGA EXPRESSLY DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES OF ANY KIND RELATING TO THE PLATFORM OR ANY CONTENT THEREON, INCLUDING WITHOUT LIMITATION THE WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OF PROPRIETARY RIGHTS, COURSE OF DEALING OR COURSE OF PERFORMANCE. JIGA DISCLAIMS ANY IMPLIED OR STATUTORY WARRANTEIS OF ANY KIND, (I) REGARDING THE SECURITY, ACCURACY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THE PLATFORM; (II) THAT THE PLATFORM WILL BE ERROR-FREE OR THAT ANY ERRORS WILL BE CORRECTED; (III) REGARDING THE ACCURACY, QUALITY, CURRENCY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION PROVIDED ON THE PLATFORM. 
  • No advice or information, whether oral or written, obtained by Manufacturer by Jiga, shall create any warranty that is not expressly stated in these Terms. Reliance on such information is at Manufacturer’s sole risk. Some states or jurisdictions do not allow the exclusion of certain warranties. Accordingly, some of the above exclusions may not apply.

 

  • Limitation of Liability

 

  • Jiga is not responsible for any problems or technical malfunction or failure of any telephone network or lines, computer online systems or equipment, servers or providers, software, failure due to technical problems or traffic congestion on the Internet or on the Platform. Under no circumstances shall Jiga be responsible for any loss or damage, including personal injury or death and any injury or damage to any person’s property, including mobile device or computer, resulting from the conduct of any Customers or other users of the Platform, whether online or offline.  

 

  • IN NO EVENT SHALL JIGA, ITS AFFILIATES, OR THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, ASSIGNEES, OR AGENTS BE LIABLE TO YOU, MANUFACTURER OR ANY THIRD PARTY FOR ANY DAMAGES WHATSOEVER, INCLUDING WITHOUT LIMITATION INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES, ARISING OUT OF OR IN CONNECTION WITH MANUFACTURER’S USE OF THE PLATFORM, INCLUDING BUT NOT LIMITED TO THE QUALITY, ACCURACY, OR UTILITY OF THE INFORMATION PROVIDED AS PART OF OR THROUGH THE PLATFORM, WHETHER OR NOT THE DAMAGES ARE FORESEEABLE AND WHETHER OR NOT JIGA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION AND IN NO EVENT SHALL JIGA’S MAXIMUM CUMULATIVE LIABILITY TO THE MANUFACTURER EXCEED the greater of (i) US$250 or (ii) the amount payable under the relevant order form (including shipping costs).

 

  • Indemnification. Manufacturer agrees to indemnify, defend, and hold harmless Jiga and its employees, directors, officers, subcontractors and agents, against any and all claims, damages, or costs, losses, liabilities or expenses (including reasonable court costs and attorneys’ fees) that arise directly or indirectly from: (a) breach of these Terms by Manufacturer or anyone using its account (if applicable) and/or computer and/or mobile device, password (whether authorized or unauthorized); (b) breach of the Warranty; (c) any claim, loss or damage experienced from Manufacturer’s use or attempted use of (or inability to use) the Platform; (d) Manufacturer’s violation of any law or regulation or any of its obligations, representations, or warranties hereunder including but not limited to breach of any privacy and/or data protection laws and regulations to which Manufacturer is subject; (e) Manufacturer’s infringement of any right of any third party; and (f) any other matter for which Manufacturer is responsible hereunder or under applicable law. 

 

  1. Non-Circumvention. Manufacturer agrees that it will not, directly or indirectly, engage with or otherwise provide Deliverables to any Customer to whom it was introduced through the Platform off of the Platform or in any manner that would circumvent or obviate the need to use the Platform. To the extent Manufacturer engages with a Customer off of the Platform in violation of this section, or if Customer contacts the Manufacturer off of the Platform and Manufacturer fails to notify Jiga promptly following such contact (collectively, “Unauthorized Contact“), the Manufacturer shall be liable for a penalty of USD 10,000, payable to Jiga within thirty (30) days of receiving a notice from Jiga regarding the Unauthorized Contact. In the event that an Unauthorized Contact results in a revenue-bearing transaction between Manufacturer and Customer (“Unauthorized Transaction“), the Manufacturer shall also pay an additional penalty equal to 10% of the Unauthorized Transaction amount. An Unauthorized Contact may result in account termination or suspension at Jiga’s discretion.

 

  • Miscellaneous. If you are located in the US, these Terms are between you and Jiga, Inc. If you are a user from any other country, these Terms are between you and Jiga 3D Ltd. These Terms shall be governed solely by the laws of the State of Delaware, and without regard to the United Nations Convention on the International Sales of Goods and the competent courts in the State of Delaware shall have exclusive jurisdiction to hear any disputes arising hereunder. In the event that any provision of these Terms is held to be unenforceable, such provision shall be replaced with an enforceable provision which most closely achieves the effect of the original provision, and the remaining terms of these Terms shall remain in full force and effect. Nothing in these Terms creates any agency, employment, joint venture, or partnership relationship between the Manufacturer and Jiga or enables you or Manufacturer to act on behalf of Jiga. Except as may be expressly stated in these Terms, these Terms constitute the entire agreement between Jiga and Manufacturer pertaining to the subject matter hereof, and any and all other agreements existing between us and you relating thereto are hereby canceled. Jiga may assign and/or transfer its rights and obligations hereunder to any third party without prior notice. Manufacturer may not assign and/or transfer any of its rights or obligations hereunder, and any assignment in violation of the foregoing shall be void. No waiver of any breach or default hereunder shall be deemed to be a waiver of any preceding or subsequent breach or default. If we are required to provide notice hereunder, we may provide such notice to the contact details provided upon registration.

 

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