Markforged Product Terms and Conditions

Last Revised: August 18, 2022

1. HOW THESE TERMS APPLY TO YOU

These Product Terms and Conditions (the “Terms”) apply to the purchase and use of any Markforged new Products and Materials, if purchased directly from Markforged or via a Markforged authorized reseller. Markforged cannot control, and therefore is not responsible for, the transactional activities of Our resellers.

Please read these Terms carefully before purchasing or using Markforged Products or Materials. By making such a purchase, You agree to be bound by these Terms. If You do not agree to all the terms and conditions of these Terms, then You may not purchase or use Our Products or Materials. To the extent that these Terms conflict with any order form, transactional document, purchase order or purchasing terms and conditions presented by You to Us or to a reseller, these Terms will take precedence.

Any offer made on a Website is void where prohibited by law. If these Terms are considered an offer, Our acceptance is expressly limited to your agreement to these Terms in full. If You are purchasing or using Our Products or Materials on behalf of an organization, You represent and warrant that You have the authority to bind the organization on whose behalf You are making the purchase and such entity will be subject to all terms and conditions of these Terms. Further, You represent that You are at least the age of majority in your state or province of residence. Children under the age of 18 may not accept these terms, use Our Websites, or purchase Our Products or Materials.

These Terms do not cover any other type of Markforged technology, including Markforged’s Cloud Service, Offline Software, Markforged University, or Professional Services, each of which is subject to its own terms and conditions (the “Additional Terms”). You must accept the Additional Terms prior to access or use of that Markforged technology. You acknowledge and agree that Our Products can be used only in conjunction with Our proprietary software and Our Materials.

If You have any questions about these Terms, please write to us at legal@markforged.com.

2. DEFINITIONS

These Terms use certain words and phrases in a specific manner. These words or phrases have been capitalized, and each is bolded where the definition is first provided. Some definitions are provided in close proximity to the initial use of the word or phrase, and for convenience, some are defined in this Section.

For purposes of these Terms, “You” and “Your” refer to the person or organization that is purchasing or using one or more Products.

“Markforged'', “We”, “Us” and “Our” refers to Markforged, Inc.

“Cloud Service” means a software-as-a-service platform made available by Markforged for use with the Product(s) via a Website.

“Off-line Software” means a software platform made available by Markforged for use with the Product(s) via install on Your own device.

“Firmware” means any pre-installed software embedded on a Product, as updated from time-to-time.

“Materials” means materials that are used to print items with the Products, including, but not limited to, any and all filaments or powders, plastics, composites and carbon fiber filament fabrication materials that are made available by Markforged, as well as other consumables that are provided by Markforged for use with the Products.

“Products” means Markforged 3D printers, excluding the Firmware that is installed on the Products.

The “Websites” include any website that is owned or controlled by Markforged including but not limited to www.markforged.com, Eiger,io, and any online store hosted by Markforged.

3. CHANGES

Markforged reserves the right, at any time and from time-to-time, to update, revise, supplement or otherwise modify these Terms (including the Additional Terms) and to impose new or additional rules, policies, terms or conditions. Your purchase is subject to these Terms as they appear on the date that you place an order. No Markforged reseller is authorized to make any modification, extension, or addition to these Terms.

4. PURCHASE TERMS

The following two subsections apply only if You purchase Products or Materials directly from Markforged. Our authorized resellers set their own prices at will, and We are not responsible for their pricing or invoicing practices.

Prices. The prices listed on Our Websites are subject to change at any time with or without notice at Our sole discretion and We reserve the right to correct any pricing errors. Prices posted to Our Websites or listed on an order form do not include shipping, tax, duties or tariffs, unless specifically stated otherwise. You will be charged separately for such amounts and are responsible for paying such amounts. All amounts are payable in U.S. Dollars and are nonrefundable, except as specifically provided in these Terms.

Payment. Terms of payment are within Our sole discretion and, unless otherwise agreed to by us, payment details must be received prior to Our acceptance of an order. We may allow You to make purchases using credit or debit cards. When You provide your card information, We may obtain a preapproval from the card company for the amount of your order, which may result in a corresponding block on your available credit while pre-approval remains in place. We will bill your card when Your order is processed.

The following three subsections apply to all purchases, both directly from Markforged and from an authorized reseller:

Orders. Once We receive your order, We will provide You or your reseller with an email order confirmation. An order confirmation, however, does not signify Our acceptance of an order, nor does it constitute confirmation of Our offer to sell. We reserve the right at any time after receiving Your order to accept, decline or cancel your order for any reason. We may, in Our sole discretion, limit or cancel quantities purchased per order. These restrictions may include orders placed by or under the same customer account, the same credit card, and/or orders that use the same billing and/or shipping address. In the event that We modify or cancel an order, We will attempt to notify You by contacting You via the email and/or billing address/phone number provided at the time the order was made. We reserve the right to limit or prohibit orders that, in Our sole judgment, appear to be placed by unauthorized dealers, resellers or distributors. If We cancel an order for which We have already received your payment, We will refund You the amount paid.

Shipping and Delivery. We will ship your order upon availability. We do not guarantee that We will have the quantity of the Products or Materials that You order immediately available, and availability may be delayed. We reserve the right to change quantities available for purchase at any time, even after You place and We accept an order. If We learn that We cannot fulfill an order, We will cancel your order and refund the price You paid in full. Unless You make other arrangements with us, We use common carriers for shipping. We have no control over these common carriers and are in no way liable or responsible for the acts or omissions of these common carriers, including but not limited to late deliveries.

Descriptions, Availability. All descriptions of Our Products and Materials are subject to change at any time, with or without notice, at Our sole discretion. We reserve the right to modify or discontinue any of Our Products or Materials at any time, with or without notice in Our sole discretion. The information provided on Our Websites with respect to Products or Materials may be out of date, and We make no commitment to update this information.

5. RESTRICTIONS ON USE AND LEGAL COMPLIANCE

Illegal Activities. You agree that You will not use the Products or Materials in a manner that violates any law or regulation. For clarity and not in limitation, You further agree that You will not directly or indirectly use, or encourage, assist, permit or direct any third-party to use, the Products or Materials for the development, production, sale, or distribution of unmanned aircraft, medical devices, firearms, weaponry, or munitions, or any component thereof, except where You have obtained and maintained as current all required licenses and permissions, and where You are in full compliance with all applicable laws. At Markforged’s request, You shall produce licenses and permissions certifying compliance with any laws or regulations as may be applicable to the purchase or use of Products or Materials, in each case in form and substance satisfactory to Markforged. Markforged has no liability whatsoever with respect to items manufactured with the Products or Materials.

Notification to Authorities. You agree that Markforged may provide any information to any law enforcement or other governmental agency regarding Your purchase or use of Products or Materials (including, without limitation, information relating to Your identity and the nature of the Products or Materials purchased or used by You), and, notwithstanding any provision herein to the contrary, such information shall not be confidential under these Terms. Such information may be provided by Markforged to any law enforcement or other governmental agency even if Markforged is not legally obligated to do so.

Further Restrictions on Use. You agree that You will not, directly or indirectly, nor will you encourage, assist, permit or direct any third-party to: (i) modify, tamper with, repair, translate, adapt, arrange, or create derivative works that are based on the Products, Materials or the Firmware or any component thereof; (ii) decompile, disassemble or otherwise reverse engineer the Products, Materials, or Firmware or any component thereof, or determine or attempt to modify, translate, determine, discover, or recreate any designs, source code, algorithms, methods, structure, interfaces, protocols, messaging or techniques used or embodied in the Products, Materials, or Firmware or any component thereof; (iii) remove, alter, or obscure any copyright, trademark, patent, confidentiality or other proprietary notice, label, or mark from, on or pertaining to the Products; (iv) use the Products or Materials in a manner that is in violation of any obligation or restriction imposed by any third party; (v) make or permit use of any trademark, trade name, service mark or other commercial symbol of Markforged without Our prior written consent; (vi) use the Products or Materials for benchmarking or competitive analysis; and/or (vii) take or permit any other action which could reasonably be expected to impair Markforged’s rights, or damage the image or reputation of quality inherent in the Products, the Materials, or in Markforged’s business, reputation, intellectual property or other valuable assets or rights.

6. EXPORT

You acknowledge and agree that Your use of the Products and Materials may be subject to United States and other applicable country export control and trade sanctions laws, rules, and regulations, including without limitation the regulations promulgated by the United States Department of Commerce and the United States Department of the Treasury (the “Export Control Laws”). You shall be solely responsible for complying with the Export Control Laws as regards Your purchase and use of the Products and Materials, and You are responsible for monitoring and complying with modifications to the Export Control Laws. You represent and warrant that: (i) You are not a citizen of, or located within, a nation or region that is subject to United States trade sanctions or restrictions; (ii) You are not identified on any United States government restricted party lists (including, without limitation, the United States Treasury Department's List of Specially Designated Nationals and Other Blocked Persons, the United States Department of Commerce’s Denied Party List, Entity List and Unverified List and the United States Department of State’s proliferation-related lists), or owned or controlled by any such person; (iii) You will not, unless otherwise authorized under the Export Control Laws, use the Products or Materials for any restricted end use, including, without limitation, design, analysis, simulation, estimation, testing, or other activities related to nuclear, chemical/biological weapons, rocket systems or unmanned air vehicles applications; and (iv) that anything You create with or use in connection with the Products is subject to any restriction on disclosure, transfer, download, export or re-export under the Export Control Laws. You agree that You will not use the Product(s) to disclose, transfer, download, export or re-export, directly or indirectly, the content You use or create in connection with the Products, third party materials or any other content or material to any country, entity or other party that is ineligible to receive such items under the Export Control Laws or under other applicable laws or regulations.

7. EXCLUSIVE LIMITED WARRANTY

No Markforged reseller is authorized to make any modification, extension, or addition to this Exclusive Limited Warranty or any other provision of these Terms.

Applicability. Please review the “Documentation” before requesting warranty service. If the Product does not function properly after You have consulted the Documentation, You may contact Us. However, if You have a reseller, We may refer You to that reseller for assistance. You must assist us in diagnosing issues with your Product and follow Our warranty processes and procedures. We may restrict service to the fifty states of the United States of America and the District of Columbia.

Exclusive Limited Warranty. Consistent with the Documentation, except as provided in the Exclusions section below, We warrant Markforged’s Products against workmanship defects for the time periods set forth below, provided that the Product was subject only to normal use (each, a “Warranty Period”). If a valid claim is received within the Warranty Period, at Our sole option and to the extent permitted by law We may provide any of the following:

90 Day Warranty. For a period of ninety days from the date of shipment to the original purchaser, We may, at Our option: (i) repair a hardware defect at no charge, using new or refurbished replacement components; or (ii) provide You with new or refurbished user-installable replacement components to enable You to repair the Product; or (iii) exchange the Product with a Product that is new or reconditioned or that has been manufactured from new or serviceable used components and is at least functionally equivalent to the original Product; or (iv) refund the purchase price of the Product. If We elect to repair a Product after this Warranty Period has expired but while the components warranty below is still in effect, We will do so for the applicable labor charge.

12 Month Warranty. For a period of twelve months from the date of shipment to the original purchaser, We will supply You with new or refurbished replacement Product components in exchange for components determined by Markforged to be defective. A replacement component, including a user-installable component that has been installed in accordance with instructions provided by Us, assumes the remaining warranty of the original Product or ninety days from the date of replacement or repair (or the date on which We shipped user-installable replacement components to You), whichever provides longer coverage. Components provided by us in fulfillment of the Exclusive Limited Warranty must be used only in the Product for which You have claimed warranty service.

Refunds and Exchanges. When a Product or Product component is exchanged under the Exclusive Limited Warranty, any replacement item becomes Your property, and the replaced item becomes Our property. You agree to follow Our instructions, including, if required, arranging the return of the original item to Us in a timely manner. If We do not receive the original item in a timely manner, We reserve the right to: (i) block the original Product or any Product associated with an exchanged component from accessing the Cloud Service; and/or (ii) decline any and all future orders from You until the component is returned; and/or (iii) engage a collections agency for assistance. When a refund is given, the item for which the refund is provided must first be returned to Us before We will issue the refund, and the item becomes Our property upon receipt.

Shipping. You are responsible for all shipping costs associated with returning a defective Product or component to us. If We determine that a Product or component is eligible for warranty coverage, We will ship the item back to Your at Our expense. If We determine that the item is not eligible for the warranty, We will return it to You at Your sole cost and expense and may require You to pay such costs prior to shipping.

Effect on Stored Information. You acknowledge and agree that any information stored on a Product that is repaired or replaced will be deleted, and the storage media will be reformatted in the course of warranty service. Your Product will be returned to You configured as originally purchased, subject to applicable updates.

Warranty Limitations. Availability and response times may vary. Service options are subject to change at any time. In accordance with applicable law, We may require that You furnish proof of purchase details and/or comply with registration requirements before receiving warranty service.

DISCLAIMER. TO THE MAXIMUM EXTENT PERMITTED BY LAW, THIS LIMITED WARRANTY IS EXCLUSIVE AND IN LIEU OF ALL OTHER WARRANTIES, CONDITIONS, TERMS, UNDERTAKINGS, OBLIGATIONS, AND REPRESENTATIONS, WHETHER ORAL OR WRITTEN, STATUTORY, EXPRESS OR IMPLIED AND MARKFORGED EXPRESSLY DISCLAIMS AND EXCLUDES ANY AND ALL STATUTORY AND IMPLIED WARRANTIES, CONDITIONS OF ANY KIND, TERMS, UNDERTAKINGS, OBLIGATIONS, AND REPRESENTATIONS RELATED TO OR ARISING IN ANY WAY OUT OF THESE TERMS AND YOUR PURCHASE OR USE OF THE PRODUCTS, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT OF TITLE, OR WARRANTIES OTHERWISE IMPLIED BY STATUTE OR FROM A COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, MARKFORGED DOES NOT WARRANT THAT THE PRODUCT(S) OR ANY ITEMS PRODUCED BY THE PRODUCTS WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. NO WARRANTIES, WHETHER EXPRESS OR IMPLIED, WILL APPLY AFTER THE EXPIRATION OF THE LIMITED WARRANTY PERIOD. EXCEPT FOR THE EXPRESS REMEDIES SET FORTH IN THIS SECTION, NEITHER MARKFORGED NOR ITS SUPPLIERS WILL BE LIABLE FOR ANY DAMAGES (WHETHER DIRECT, INDIRECT, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY) IN CONNECTION WITH THESE TERMS.

Exclusions. The foregoing exclusive limited warranty applies only to hardware Products that are: (i) manufactured by or for Markforged that bear a “Markforged” trademark, trade name, or logo; and (ii) used only with Markforged proprietary software and Materials. Further, the foregoing limited warranty does not apply to: (i) damage caused by use with materials, products or software not developed by Markforged; (ii) damage caused by Your negligence or abuse, a catastrophe, a power failure, unusual stress, or by Your failure to follow Our instructions relating to the Product’s use; (iii) damage caused by operating the Product outside the permitted or intended uses described in the Documentation; (iv) damage caused by service (including upgrades and expansions) performed by anyone who is not an authorized representative of Markforged; (v) a Product or Product component that has been modified to alter functionality or capability without Our prior written permission; (vi) consumable parts, unless damage has occurred due to a defect in workmanship; (vii) cosmetic damage, including but not limited to scratches and dents; or (viii) if a Markforged serial number has been removed or altered. This warranty does not apply to the Cloud Service or the Offline Software, regardless of whether they are provided free-of-charge or for a fee, and even if they are packaged or sold together with a Product. This warranty also does not apply to Firmware, whether installed by Markforged or a third-party acting on Markforged’s behalf, third-party hardware, or to any third-party software or firmware.

THE FOREGOING LIMITATIONS OF LIABILITY SHALL APPLY, EVEN IF MARKFORGED AND/OR ITS SUPPLIERS HAVE BEEN ADVISED, OR ARE OTHERWISE AWARE, OF THE POSSIBILITY OF DAMAGES IN EXCESS OF SUCH LIMITATIONS. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF IMPLIED WARRANTIES OR LIMITATIONS ON LIABILITY, SO THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION MAY NOT APPLY. IN SUCH CASES, THE LIABILITY OF MARKFORGED AND ITS SUPPLIERS SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. IF ANY PORTION OF THESE SECTIONS IS HELD TO BE INVALID, THE INVALIDITY OF SUCH PORTION SHALL NOT AFFECT THE VALIDITY OF THE REMAINING PORTIONS OF THE APPLICABLE SECTIONS.

8. 30 DAY RETURN AND EXCHANGE POLICY

You may return Products and Materials purchased directly from Markforged only during the thirty days following the date on which they were shipped by Markforged to You, and only in accordance with the following conditions:

Return Authorization. You must contact us by emailing support@markforged.com and request that We verify the eligibility of the item for return. If the item is eligible, We will provide You with a “Return to Manufacturer” or “RMA” number. The RMA number and a copy of the original order information must be packaged with the item. We do not accept returned items for which an RMA has not been issued. If You have a reseller, We may refer You to that reseller for assistance.

Condition. Materials and consumables are not eligible for return unless they are unused, undamaged, and in the original packaging. Returns of consumables will not be accepted if packaging is opened. Products must be in the same condition in which they were received, undamaged, and repacked in the original packaging.

Shipping. You must pack the item to prevent damage in transit and insure the package for its value. You are responsible for damage or loss in transit. We recommend You use a shipping service that allows You to track the package. You are responsible for paying all shipping and insurance costs for the return shipment, including, if applicable, taxes, duties, tariffs, or similar charges. If You are seeking an exchange, You will also be responsible for all costs of shipping the new item to You and for any difference in price plus any taxes, duties, tariffs or similar charges. Our facilities are located in the USA. You should make yourself familiar with Your region’s customs policies and shipping providers.

Refund or Exchange. We will send You an email to notify You that We have received your returned item and whether Your request for refund or exchange has been approved. If a refund is approved, a credit will be applied to Your credit card or original method of payment. We may charge a fee for missing or used accessories. For non-defective items, We charge a restocking fee equal to 10% of the original purchase price. This fee will be deducted from Your refund, or if You have requested an exchange, You must pay the restocking fee before We will ship the replacement item. If an exchange is approved, We will ship the new item to You, after your payment of any applicable restocking and shipping fees and any difference in price plus any taxes, duties, tariffs or similar charges. When a Product or Product component is exchanged, any replacement item becomes Your property, and the replaced item becomes Our property. You agree to follow Our instructions, including, if required, arranging for the return of the original item to us in a timely manner. If We do not receive the original item in a timely manner, We reserve the right to: (i) block the original Product or any Product associated with an exchanged component from accessing the Cloud Service; and/or (ii) decline any and all future orders from You until the item is returned; and/or (iii) engage a collections agency for assistance. When a refund is given, the item for which the refund is provided must first be returned to Us before We will issue the refund, and the item becomes Our property upon receipt.

9. YOUR ACCOUNT INFORMATION

Your Account Information. When placing an order, You agree to provide current, complete and accurate purchase and account information. You agree to promptly update your account and other information, including Your mailing address, phone number, email address, and credit card numbers and expiration dates, so that We can complete your transaction(s) and contact You as needed.

Use of Your Data. You acknowledge and agree that it is necessary for Markforged to collect, process and use the personal data that Yor provide to us when You place an order for Services. This personal data is required for us to perform Our obligations under these Terms, to process and ship orders, communicate with Your regarding orders and other Markforged products that We believe You may be interested in, perform administrative tasks, fulfill Our legal and regulatory responsibilities, and to provide You with service. Your personal data is hosted in the United States. You can learn more about Our Privacy Policy and exercise Your rights regarding Your personal data here.

LIMITATION OF LIABILITY

TO THE MAXIMUM EXTENT PERMITTED BY LAW, MARKFORGED IS NOT RESPONSIBLE FOR DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES RESULTING FROM ANY BREACH OF WARRANTY, TORT, PERSONAL INJURY, PROPERTY DAMAGE, ANY OTHER REASON OR CONDITION, OR UNDER ANY OTHER LEGAL THEORY, INCLUDING BUT NOT LIMITED TO LOSS OF USE; LOSS OF REVENUE; LOSS OF ACTUAL OR ANTICIPATED PROFITS (INCLUDING LOSS OF PROFITS ON CONTRACTS); LOSS OF THE USE OF MONEY; LOSS OF ANTICIPATED SAVINGS; LOSS OF BUSINESS; LOSS OF OPPORTUNITY; LOSS OF GOODWILL; LOSS OF REPUTATION; LOSS OF, DAMAGE TO OR CORRUPTION OF DATA; REPLACEMENT OF EQUIPMENT OR PROPERTY; COSTS TO PROCURE SUBSTITUTE GOODS; COSTS OF RECOVERING, PROGRAMMING, OR REPRODUCING ANY PROGRAM OR DATA STORED OR USED WITH MARKFORGED PRODUCTS; ANY FAILURE TO MAINTAIN THE CONFIDENTIALITY OF DATA STORED ON THE PRODUCT; AND/OR DAMAGES OR LOSSES RESULTING FROM THE SALE OR USE OF ITEMS THAT ARE MANUFACTURED WITH MARKFORGED PRODUCTS OR MATERIALS.

INDEMNIFICATION

You agree to indemnify, defend and hold harmless Markforged and its affiliates and their respective officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, and employees, from and against any suits, claims, investigations, demands, allegations, actions, losses, damages, expenses, costs, settlement amounts, and any and all other liabilities, including without limitation reasonable attorney fees and costs, arising out of or related to: (i) Your breach of these Terms, (ii) any item produced by You using a Product; (iii) Your violation of any laws, rules, regulations or guidelines (including without limitation export control laws); or (iv) Your violation, misappropriation or infringement of the rights of a third-party.

THIRD-PARTIES

Tools. We may provide You with access to third-party tools which We neither monitor nor have any control over. You acknowledge and agree that We provide access to such tools “as is” and “as available” without any warranties, representations or conditions of any kind and without any endorsement. We shall have no liability whatsoever arising from or relating to Your use of third-party tools. Any use by You of optional tools offered through a Website is entirely at your own risk and discretion and You should ensure that You are familiar with and approve of the terms on which tools are provided by the relevant third-party provider(s).

Links. Third-party links on Our Websites may direct You to third-party websites that are not affiliated with Markforged. We are not responsible for examining or evaluating the content or accuracy of third-party websites, and We do not warrant and will not have any liability or responsibility for any third-party content or websites, or for any other content, products, or services of third-parties.

Websites. We are not liable for any harm or damages related to the transaction for purchase of Our Products or Materials, or any other transactions made via any third-party websites, including the protection or processing of any personal or sensitive data that You may provide to third-parties. We assume no liability for the acts or omissions of any third-party common carriers engaged for shipping, whether engaged by Us or by You. Complaints, claims, concerns, or questions regarding third-party products and/or third-party transactions should be directed to the third-party.

INTELLECTUAL PROPERTY

Protections. Our Products and Materials are protected by United States and international intellectual property rights protections, including without limitation trade secret, patent and copyright laws. All rights not expressly granted herein are reserved. You gain no interest in or right to any Markforged intellectual property via these Terms or via Your use or purchase of Products or Materials. You acknowledge and agree that Markforged and its licensors own all right, title, and interest in and to all intellectual property that relates to the Products and Materials and their use.

Feedback. You may from time to time, make known to us suggestions, enhancement requests, techniques, know-how, comments, feedback or other input with respect to Our Products or Materials (collectively, “Feedback”) and You hereby grant to us a royalty-free, worldwide, irrevocable, fully paid up, perpetual license to use, disclose, distribute, publicly display and perform, reproduce, license and sublicense, create derivative works, make and have made, and otherwise exploit any Feedback without restriction or obligation of any kind, on account of confidential information, intellectual property rights or otherwise. We may incorporate into Our Products or Materials any service, product, technology, enhancement, documentation or other development incorporating or derived from any Feedback.

Unlocking License. You hereby grant to Markforged and to authorized users of Markforged Products a fully paid-up, royalty-free, worldwide, non-exclusive, irrevocable, transferable right and license in, under, and to any patents and copyrights enforceable in any country, issued to, obtained by, developed by or acquired by You that incorporate, are derived from and/or improve upon the intellectual property of Markforged; are developed using Markforged’s Cloud Service, Offline Software, Products or Materials; and are applicable to Markforged Products, Materials, or software or use.

Your Marks. You agree that Markforged may make nominative use of mark(s) and/or logos owned by You on a Website and/or printed embodiments identifying You as a customer, and that the fact of Your purchase of a Product is not confidential. Markforged will disclaim any endorsement or sponsorship by such nominative use of Your mark(s) and/or logo(s), and will not use such mark(s) and/or logos in any way that is prejudicial to Your interests or to the protection of Your mark(s) or logos. Markforged acknowledges that Your mark(s), logos and all goodwill associated with them are Your exclusive property, and undertakes to cease to use them upon Your request.

ERRORS, INACCURACIES, AND OMISSIONS

Occasionally there may be information on Our Websites or in Our Product documentation that contains typographical errors, inaccuracies or omissions that may relate to Product descriptions, pricing, promotions, offers, shipping charges, transit times or availability. We reserve the right, at any time and with or without prior notice (including after You have submitted your order), to correct any errors, inaccuracies or omissions, and to change or update information or cancel orders. Notwithstanding the foregoing, We undertake no obligation to update, amend or clarify information on Our Websites or in Our Product documentation, including without limitation, pricing information, except as required by law. We are not responsible if information made available on Our Websites is not accurate, complete or current. The material on Our Websites is provided for general information only and should not be relied upon or used as the sole basis for making decisions without consulting primary, more accurate, more complete or more timely sources of information. Any reliance on the content on Our Websites is at your own risk.

MISCELLANEOUS TERMS

Entire Agreement. These Terms and the documents referenced herein constitute the entire agreement and understanding between You and Us regarding your purchase and use of Products. These Terms supersede any prior or contemporaneous agreements, communications and proposals, whether oral or written, between You and Us (including, but not limited to, any prior versions of these Terms). We object to and reject any additional or different terms proposed by You, including those contained in Your purchase order or other ordering documents, acceptance, or website. Our failure to object to any provisions of any subsequent document, communication, or act of Yours shall not be deemed a waiver of any of the terms hereof. Your decision to purchase a Product or Materials is not contingent on the delivery of any future functionality or features of the Product or Materials nor dependent on any oral or written public comments made by us (including without limitation on Our Websites) regarding future functionality or features. Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party. No employee or agent (including resellers) of Markforged has any authority to vary any of the terms and conditions set forth herein.

Notices. Markforged may send You information about the Products, any information We are required to provide You by law, and certain other additional information. Markforged may provide required information to You by email at the address You provided when You placed an order with us, or such other email address used by You in conjunction with a Markforged account. Notices emailed to You will be deemed given and received when the email is sent. You must provide legal notices to Markforged via email to legal@Markforged.com, with a duplicate copy sent via registered mail, return receipt requested, to the following address: Markforged, Inc. Attn: Legal, 60 Tower Road, Waltham, MA, 02451, USA. Any such notice, in either case, must specifically reference that it is a notice given under these Terms.

Headings and Language. The section headings used in these Terms are for convenience only and will not be given substantive effect. The words “includes'' or “including” mean “including but not limited to” or “include but are not limited to.” The English language version of these Terms is legally binding in case of any inconsistencies between the English version and any translations. The parties confirm that it is their wish that these Terms, as well as other documents relating hereto, including notices, have been and will be written in the English language only.

Basis Of the Bargain. You agree that the releases, waivers, exclusive limited warranty and limitations of liability in these Terms are a fundamental basis of the bargain between You and Markforged, and are a material part of the consideration received by Markforged for entering into these Terms with You and providing You with the Products, and that Markforged would not have entered into these Terms or provided Your with the Products in the absence of such releases, waivers, exclusive limited warranty and limitations of liability. You and Markforged agree that the disclaimers and limitations of liability set forth herein are reasonable in light of the fees paid for the Products or Materials.

Waiver. Our failure to exercise or enforce any right or provision of these Terms shall not constitute Our waiver of such right or provision.

Force Majeure. Neither party shall be responsible or have any liability for any delay or failure to perform to the extent due to unforeseen circumstances beyond its reasonable control, including, without limitation, acts of God, earthquake, fire, flood, embargoes, strikes, pandemic, lockouts or other labor disturbances, civil unrest, failure, unavailability or delay of suppliers or licensors, riots, terrorism or terrorist acts, war, failure or interruption of the Internet or third party Internet connection(s) or infrastructure, power failures, acts of civil or military authorities, and severe weather. The affected party will give the other party prompt written notice (when possible) of the failure to perform and use its reasonable efforts to limit the resulting delay in its performance.

Relationship of the Parties. We and You agree that no joint venture, partnership, employment, or agency relationship exists between us as a result of these Terms and that We are acting as an independent contractor only. ​​Neither party will have the authority to obligate or bind the other in any manner, and no provision of these Terms gives rise or is intended to give rise to any rights of any kind to any third parties. Neither party will represent to the contrary, either expressly, implicitly or otherwise.

Severability. If any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision so that the terms shall remain in full force and effect, and the remainder of these Terms shall continue in full force and effect.

Assignment. You will not assign or transfer your rights and obligations under these Terms, including any assignment or transfer by operation of law or otherwise, without Our express prior written consent. We may freely assign these Terms, including without limitation to a successor in a merger, acquisition or other change of control, including without limitation the sale of all or substantially all of Our assets, stock or business to which these Terms relate.

No Third Party Beneficiaries. These Terms shall not be interpreted or construed to confer any rights or remedies on any third parties.

Governing Law. These Terms shall be governed by the laws of the Commonwealth of Massachusetts, without regard to the conflict of laws provisions thereof. In no event shall either the United Nations Convention on Contracts for the International Sale of Goods or any adopted version of the Uniform Computer Information Transactions Act apply to or govern these Terms.