Terms of Service

Clear terms, fair results for all.

Overview

Thank you for your interest in becoming a Buyer on Solidshape! Throughout these Buyer Terms of Service (“Buyer Terms”), the terms “Solidshape,” “us,” and/or “we” refer to Solidshape Technologies Inc. The terms “Site” and “Solidshape Platform” each refer to the Solidshape website(s) and corresponding mobile applications, collectively. The terms “you” and/or “your” refer to you as a user of Solidshape as a Buyer. These Buyer Terms, along with our Privacy Policy, govern your use of the Site and Solidshape Platform, including your purchase of Products as a Buyer through the Solidshape Platform. You hereby acknowledge and agree to the terms set forth below. Throughout these Buyer Terms, the word “include” or “including” means “including, but not limited to”.

Except for changes by us as described here, no other amendment or modification of these Buyer Terms will be effective unless in writing and signed by both you and us.

Key Definitions

“Buyer” means anyone who visits the Solidshape Platform, including without limitation anyone who purchases any Product through the Solidshape Platform.
“Content” means text, graphics, images, music, software, audio, video, information or other materials.
“Date of Delivery” means either (i) the date on which an order is fully picked up by or on behalf of a Buyer or (ii) in cases in which Solidshape arranges the delivery, the date on which the shipping provider has marked the order as delivered.
“Product” is any product or good available on the Site.
“Brand” means a brand that offers to sell and/or sells its goods or products to Buyers through the Solidshape Platform.

Account Registration – Buyer Account

Buyer Account. account registration is not mandatory for customers who simply wish to make a purchase. These customers have the option to place an order as a guest, without the need to create an account. This allows for a quick and easy checkout process without the added step of registration.

However, account registration is required for trade professionals who would like to receive trade discounts. These discounts are typically only available to registered trade professionals, and are not accessible to guest customers. By creating an account, trade professionals can access these discounts and enjoy more favorable pricing on their purchases. Additionally, registered trade professionals may have access to other benefits such as special promotions, exclusive offers and account-level order tracking.

Product and Content Compliance

You acknowledge and agree that Solidshape is not required to determine whether the Products or any Content related thereto: (i) abide by Solidshape’s Product Guidelines and/or are not prohibited under Solidshape’s Product Guidelines; (ii) comply with all laws, rules and regulations, including but not limited to, safety, labeling, testing, warning, import/export, and/or other consumer protection law requirements; (iii) do not infringe upon the intellectual property, publicity or other rights of others; (iv) do not contain false, inaccurate or misleading information; (iv) are allowed to be sold from the Brand’s jurisdiction and/or into your jurisdiction. You agree to conduct the necessary due diligence for compliance and suitability of Brands and their Products. You hereby release Solidshape from any liability with respect thereto, and agree to indemnify, defend and hold Solidshape harmless for any claims as set forth in the Indemnity section below.

Orders

Right to Refuse. You acknowledge and agree that Solidshape may refuse to complete your purchase for any reason.
Inventory. You acknowledge and agree that Solidshape does not guarantee inventory or that there will be enough Product to sell to you.
No Circumvention. You acknowledge and agree that you will place all orders for a Brand’s Product through the Solidshape Platform for any Brand that you are first introduced to through the Site. You further agree to not, and to not cause others to, transact offline or outside of the Solidshape Platform in any manner, or to otherwise circumvent Solidshape’s process in order to transact orders with Brands who were introduced to you through the Solidshape Platform. Solidshape reserves the right to deactivate, suspend, or terminate your account if you fail to abide by these terms.

Payment

Payment Methods. To make a purchase, you must link an approved payment method (e.g., credit card) to your Buyer Account. By submitting payment details in conjunction with registering for a Buyer Account and/or purchasing Products, you agree to pay for the Products purchased, and any applicable taxes and shipping and other fees that may accrue, and you authorize Solidshape and/or its affiliates to charge the payment method with the information you have supplied to Solidshape, and/or to credit that payment method to make any adjustments if necessary. Solidshape reserves the right to correct any errors in pricing. We will charge your default payment method on file in your Buyer Account. If it fails, we reserve the right to charge any other payment method you have included in your Buyer Account.
Payment Processors. Solidshape uses third-party service providers (each, “Payment Processor”) for payment processing, fraud alerts. You acknowledge and agree that Solidshape may share information about you with those payment processors in order to complete the transaction. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these terms. Currently, we use Shopify Payments as our Payment Processor. You can access Stripe’s Terms of Service at https://www.shopify.com/legal/terms-payments-us and their Privacy Policy at https://www.shopify.com/legal/privacy. We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to purchase Products through the Site, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any such Products in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment method. You agree to make payment using that selected payment method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment.
Payment Timetable. When you place an order, we will hold funds to cover the order. If the order is a pick-up order, we will charge your payment method within 24 hours of the order being accepted by Solidshape. If the order will be shipped, we will charge your payment method within 24 hours of you accepting the quote for materials & shipping.
Failure to Make Payment. You acknowledge and agree that if for any reason a payment is not made in a timely manner, Solidshape may, at its option and without notice to you, demand immediate payment of all outstanding invoices, cancel or suspend orders, offset monies that may be owed to you, assess late payment penalties at the highest rate allowed by law and/or temporarily suspend or permanently terminate your Buyer Account. Solidshape reserves the right to turn your account over to a collection agency or seek any other legal or equitable remedies available to collect any outstanding debt.
Current Information Required. YOU MUST PROVIDE CURRENT, COMPLETE AND ACCURATE INFORMATION FOR YOUR BUYER ACCOUNT. YOU MUST PROMPTLY UPDATE ALL INFORMATION TO KEEP YOUR BUYER 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. CHANGES TO SUCH INFORMATION CAN BE MADE IN YOUR BUYER ACCOUNT. IF YOU FAIL TO PROVIDE ANY OF THE FOREGOING INFORMATION, YOU AGREE THAT WE MAY CONTINUE CHARGING YOU FOR ANY PURCHASES UNDER YOUR BUYER ACCOUNT UNLESS YOU HAVE TERMINATED YOUR PAID SUBSCRIPTIONS AS SET FORTH ABOVE.

Pick-up & Shipping

Shipping Information. When opting to ship, you agree to provide a valid, physical address to receive your order and to indicate whether or not you will need a liftgate to unload your materials. Solidshape is responsible for delivering your order (including without limitation any liftgate).
Shipping Costs. As a customer, you are responsible for and agree to pay for all shipping costs displayed on your invoice. Solidshape offers flat-rate shipping, a fixed shipping cost regardless of the order size. However, please note that the flat rate shipping rate and our shipping policy are subject to change in the future. In general, shipping costs will vary depending on several variables, including the weight and dimensions of the Products being shipped and where the Products are being shipped from. These variables can affect the shipping cost and will be reflected in the shipping cost displayed on your invoice. We will make every effort to ensure that the Products are shipped promptly. However, Solidshape is not responsible for any delays caused by unforeseen circumstances or by the carrier. Shipping times may vary depending on the recipient’s location and may be subject to change. If you require expedited shipping, please contact us to discuss options and additional costs.
Pick-up and Delivery Availability. When your order is ready to be picked up or delivered, you agree to make yourself reasonably available to accept the order. This means you should be able to accept the order within 5 business days from when the order becomes available to be accepted and respond in a timely manner to all communications from relevant parties (e.g., Solidshape or carrier) to coordinate the transfer of Products. If you do not pick up or accept delivery of your order within 5 business days from when the order is available to be accepted, we reserve the right to charge you an additional fee for each day the order is not picked up/accepted and impose other penalties on your account such as canceling your order and suspending or terminating your account. For clarity, Solidshape is not responsible for or involved in the delivery or picking up of any Products purchased on the Solidshape Platform.
Lead & Delivery Times. Typically, materials are shipped within 2 business days of the order being placed. However, delays are possible if the material is not in stock or it needs to be transferred from another remote warehouse. In such cases, we will inform the customer of the expected lead time and provide regular updates on the status of their order. Delivery times vary depending on the recipient’s location. Delivery times are only estimates, and actual delivery times may differ. Solidshape is not responsible for delays due to reasons beyond our control, such as weather conditions, natural disasters, or carrier delays. Customers can track their orders through the shipping carrier’s website or by contacting us. Customers are responsible for providing correct shipping information and making arrangements to receive the order at the time of delivery. If the package is returned to us due to an incorrect address or failure to receive the package, additional shipping charges may apply.

Returns & Risk-Free Guarantee

Buyers must comply with the Solidshape Returns Policy and Solidshape Risk-Free Guarantee in order to benefit from the policy and guarantee, respectively, including by noting any damage or missing items before signing a Proof of Delivery (if applicable) and filing claims and returning items within the timeframes outlined in these policies. You agree that if you do not file a claim or return items within the timeframes outlined, the Product shall be deemed delivered and satisfactory.

As part of the returns and/or claims process, a Solidshape may charge a restocking fee. We reserve the right to update our Returns Policy and/or our Risk-Free Guarantee from time to time so it is best to confirm the latest policy and guarantee terms before placing an order.

Solidshape reserves the right to accept or reject any claims filed by a Buyer in its sole discretion, including in the event Solidshape suspects any fraudulent activity. Solidshape’s decision whether to accept a claim shall be final.

Privacy and Data Protection

By agreeing to these Buyer Terms, you additionally agree to our Privacy Policy which applies to all personal data collected by or on behalf of Solidshape as part of our registration and verification process as well as personal data collected by or on behalf of Solidshape during your use of the Solidshape Platform, such as email address, phone number and payment details.

User Submissions and Licenses

User Submissions

Anything you post, upload, share, store, or otherwise provide through the Site is your “User Submission”. Some User Submissions may be viewable by other users. You are solely responsible for all User Submissions you contribute to the Site. You represent that all User Submissions submitted by you are accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations.

You agree that you will not post, upload, share, store, or otherwise provide through the Site any User Submissions that: (i) infringe any third party’s copyrights or other rights (e.g., trademark, privacy rights, etc.); (ii) contain sexually explicit content or pornography; (iii) contain hateful, defamatory, or discriminatory content or incite hatred against any individual or group; (iv) exploit minors; (v) depict unlawful acts or extreme violence; (vi) depict animal cruelty or extreme violence towards animals; (vii) promote fraudulent schemes, multi-level marketing (MLM) schemes, get rich quick schemes, online gaming and gambling, cash gifting, work from home businesses, or any other dubious money-making ventures; or (viii) that violate any law.

Licenses

In order to display your User Submissions on the Site, and to allow other users to enjoy them (where applicable), you grant us certain rights in those User Submissions (see below for more information). Please note that all of the following licenses are subject to our Privacy Policy to the extent they relate to User Submissions that are also your personally-identifiable information.

By submitting User Submissions through the Site, you hereby do and shall grant Solidshape a worldwide, non-exclusive, perpetual, royalty-free, fully paid, sublicensable and transferable license to use, edit, modify, truncate, aggregate, reproduce, distribute, prepare derivative works of, display, perform, and otherwise fully exploit the User Submissions in connection with the Site and our (and our successors’ and assigns’) businesses, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites and feeds), and including after your termination of your account or the Site. You also hereby do and shall grant each user of the Site a non-exclusive, perpetual license to access your User Submissions through the Site, and to use, edit, modify, reproduce, distribute, prepare derivative works of, display and perform such User Submissions, including after your termination of your account or the Site. For clarity, the foregoing license grants to us and our users do not affect your other ownership or license rights in your User Submissions, including the right to grant additional licenses to your User Submissions, 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, trademarks, contract rights, or any other intellectual property or proprietary rights.

Finally, you understand and agree that Solidshape, in performing the required technical steps to provide the Site to our users (including you), may need to make changes to your User Submissions to conform and adapt those User Submissions to the technical requirements of connection networks, devices, services, or media, and the foregoing licenses include the rights to do so.

Manufacturers’ Warranties

Any Product purchased through the Site may be covered by a warranty from the applicable manufacturer. For clarity, the Products are subject to the applicable manufacturer’s terms and conditions. The terms and conditions may change from time to time, and it is your sole responsibility to review such terms and conditions periodically. Solidshape shall have no warranty obligations with respect to the Products. You may also have other legal rights that vary by state, province, or jurisdiction. For a full description of your legal rights you should refer to the laws applicable in your jurisdiction and you may wish to contact a relevant consumer advisory service.

Solidshape Warranty Disclaimer

Solidshape and its licensors, suppliers, partners, parent, subsidiaries or affiliated entities, and each of their respective officers, directors, members, employees, consultants, contract employees, representatives and agents, and each of their respective successors and assigns (Solidshape and all such parties together, the “Solidshape Parties”) make no representations or warranties concerning the Site, including without limitation regarding any Content contained in or accessed through the Site, and the Solidshape Parties will not be responsible or liable for the accuracy, copyright compliance, legality, or decency of material contained in or accessed through the Site or any claims, actions, suits procedures, costs, expenses, damages or liabilities arising out of use of, or in any way related to your participation in, the Site. The Solidshape Parties make no representations or warranties regarding suggestions or recommendations of services or products offered or purchased through or in connection with the Site including, without limitation, any services or products. THE SITE AND SOLIDSHAPE CONTENT ARE PROVIDED BY SOLIDSHAPE (AND ITS LICENSORS AND SUPPLIERS) ON AN “AS-IS” BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR THAT USE OF THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE. SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

Limitation of Liability

TO THE FULLEST EXTENT ALLOWED BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, TORT, CONTRACT, STRICT LIABILITY, OR OTHERWISE) SHALL ANY OF THE SOLIDSHAPE PARTIES BE LIABLE TO YOU OR TO ANY OTHER PERSON FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF DATA, LOSS OF GOODWILL, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, (B) ANY SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY, (C) ANY AMOUNT, IN THE AGGREGATE, IN EXCESS OF THE GREATER OF (I) ONE-HUNDRED ($100) DOLLARS OR (II) THE AMOUNTS PAID AND/OR PAYABLE BY YOU TO SOLIDSHAPE IN CONNECTION WITH THE SITE IN THE TWELVE (12) MONTH PERIOD PRECEDING THIS APPLICABLE CLAIM OR (D) ANY MATTER BEYOND OUR REASONABLE CONTROL. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL OR CERTAIN OTHER DAMAGES, SO THE ABOVE LIMITATION AND EXCLUSIONS MAY NOT APPLY TO YOU.

Indemnity

You agree to defend, indemnify, and hold the Solidshape Parties harmless from and against any and all claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable legal and accounting fees) made by any third party due to, arising out of or in any way related to any claims relating to your violation of these Buyer Terms and/or any law or the rights of a third party, and/or your use of or participation on the Site or Solidshape Platform.

Prohibited Uses

Solidshape will have the right to investigate and prosecute violations of these Buyer Terms to the fullest extent permitted by law. Solidshape may involve and cooperate with law enforcement authorities in prosecuting users who violate these Buyer Terms. You acknowledge and agree that Solidshape has no obligation to monitor your access to or use of the Solidshape Platform or Content, or to review or edit any Content, but has the right to do so for the purpose of (a) operating the Solidshape Platform, (b) ensuring your compliance with these Buyer Terms, (c) investigating a complaint or (d) complying with applicable law or the order or requirement of a court, administrative agency or other governmental body. Solidshape reserves the right, at any time and without prior notice, to remove or disable access to any Content that Solidshape, in its sole discretion, considers to be in violation of these Buyer Terms or otherwise harmful to the Solidshape Platform. Solidshape reserves the right to cooperate fully with law enforcement, and to involve and share information with law enforcement, governmental agencies or other oversight bodies if Solidshape suspects illegal activity may be taking place.

Copyright Infringement Reporting Policy

In accordance with the DMCA, we’ve adopted the following policy toward copyright infringement. We reserve the right to (1) block access to or remove material that we believe in good faith to be copyrighted material that has been illegally copied and distributed by any of our advertisers, affiliates, content providers, members or users and (2) remove and discontinue service to repeat offenders.

Procedure for Reporting Copyright Infringements. If you believe that material or content residing on or accessible through the Site infringes your copyright (or the copyright of someone whom you are authorized to act on behalf of), please send a notice of copyright infringement containing the following information to Solidshape’s Designated Agent to Receive Notification of Claimed Infringement (our “Designated Agent,” whose contact details are listed below):

(a) A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;

(b) Identification of works or materials being infringed;

(c) Identification of the material that is claimed to be infringing including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that Solidshape is capable of finding and verifying its existence;

(d) Contact information about the notifier including address, telephone number and, if available, email address;

(e) A statement that the notifier has a good faith belief that the material identified in (1)(c) is not authorized by the copyright owner, its agent, or the law; and

(f) A statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.

Once Proper Bona Fide Infringement Notification is Received by the Designated Agent. Upon receipt of a proper notice of copyright infringement, we reserve the right to:

(a) Remove or disable access to the infringing material;

(b) Notify the content provider who is accused of infringement that we have removed or disabled access to the applicable material; and

Procedure to Supply a Counter-Notice to the Designated Agent. If the content provider believes that the material that was removed (or to which access was disabled) is not infringing, or the content provider believes that it has the right to post and use such material from the copyright owner, the copyright owner’s agent, or, pursuant to the law, the content provider may send us a counter-notice containing the following information to the Designated Agent:

(a) A physical or electronic signature of the content provider;

(b) Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or disabled;

(c) A statement that the content provider has a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material; and

(d) Content provider’s name, address, telephone number, and, if available, email address, and a statement that such person or entity consents to the jurisdiction of the Federal Court for the judicial district in which the content provider’s address is located, or, if the content provider’s address is located outside the United States, for any judicial district in which Solidshape is located, and that such person or entity will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by the Designated Agent, Solidshape may, in its discretion, send a copy of the counter-notice to the original complaining party informing that person that Solidshape may replace the removed material or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider accused of committing infringement, the removed material may be replaced or access to it restored in 10 to 14 business days or more after receipt of the counter-notice, at Solidshape’s discretion.

Please contact Solidshape’s Designated Agent at the following address:

Solidshape Technologies Inc.

Attn: DMCA Designated Agent

1207 N East St, Ste 201, Anaheim, CA 92805

Assignment

You may not assign, delegate or transfer these Buyer Terms or your rights or obligations hereunder, or your Solidshape Platform account, in any way (by operation of law or otherwise) without Solidshape’s prior written consent. We may transfer, assign, or delegate these Buyer Terms and our rights and obligations without consent.

Choice of Law

These Terms are governed by and will be construed under the Federal Arbitration Act, applicable federal law, and the laws of the State of California, without regard to the conflicts of laws provisions thereof.

Arbitration Agreement

Please read the following ARBITRATION AGREEMENT carefully because it requires you to arbitrate certain disputes and claims with Solidshape and limits the manner in which you can seek relief from Solidshape. Both you and Solidshape acknowledge and agree that for the purposes of any dispute arising out of or relating to the subject matter of these Buyer Terms, Solidshape’s officers, directors, employees and independent contractors (“Personnel”) are third-party beneficiaries of these Buyer Terms, and that upon your acceptance of these Buyer Terms, Personnel will have the right (and will be deemed to have accepted the right) to enforce these Buyer Terms against you as the third-party beneficiary hereof.

(a) Arbitration Rules; Applicability of Arbitration Agreement. The parties shall use their best efforts to settle any dispute, claim, question, or disagreement arising out of or relating to the subject matter of these Buyer Terms directly through good-faith negotiations, which shall be a precondition to either party initiating arbitration. If such negotiations do not resolve the dispute, it shall be finally settled by binding arbitration in Santa Clara County, California. The arbitration will proceed in the English language, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (the “Rules”) then in effect, by one commercial arbitrator with substantial experience in resolving intellectual property and commercial contract disputes. The arbitrator shall be selected from the appropriate list of JAMS arbitrators in accordance with such Rules. Judgment upon the award rendered by such arbitrator may be entered in any court of competent jurisdiction.

(b) Costs of Arbitration. The Rules will govern payment of all arbitration fees. The prevailing party will be entitled to receive from the non-prevailing party all costs, damages and expenses, including reasonable attorneys’ fees, incurred by the prevailing party in connection with that action or proceeding, whether or not the controversy is reduced to judgment or award. The prevailing party will be that party who may be fairly said by the arbitrator(s) to have prevailed on the major disputed issues.

(c) Small Claims Court; Infringement. Either you or Solidshape may assert claims, if they qualify, in small claims court in Santa Clara County, California or any United States county where you live or work. Furthermore, notwithstanding the foregoing obligation to arbitrate disputes, each party shall have the right to pursue injunctive or other equitable relief at any time, from any court of competent jurisdiction, to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights.

(d) Waiver of Jury Trial. YOU AND SOLIDSHAPE WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR JURY. You and Solidshape are instead choosing to have claims and disputes resolved by arbitration. 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 any litigation between you and Solidshape over whether to vacate or enforce an arbitration award, YOU AND SOLIDSHAPE WAIVE ALL RIGHTS TO A JURY TRIAL, and elect instead to have the dispute be resolved by a judge.

(e) 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. 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, neither you nor Solidshape is entitled to arbitration; instead all claims and disputes will be resolved in a court as set forth in “(g)” below.

(f) Opt-out. You have the right to opt out of the provisions of this Section by sending written notice of your decision to opt out to the following address: 125 University Ave Ste 180, Palo Alto, CA 94301 postmarked within thirty (30) days of first accepting these Buyer Terms. You must include (i) your name and residence address, (ii) the email address and/or telephone number associated with your account, and (iii) a clear statement that you want to opt out of these Buyer Terms’ arbitration agreement.

(g) Exclusive Venue. If you send the opt-out notice in (f), and/or in any circumstances where the foregoing arbitration agreement permits either you or Solidshape to litigate any dispute arising out of or relating to the subject matter of these Buyer Terms in court, then the foregoing arbitration agreement will not apply to either party, and both you and Solidshape agree that any judicial proceeding (other than small claims actions) will be brought in the state or federal courts located in, respectively, Santa Clara County, California, or the federal district in which that county falls.

(h) If the prohibition against class actions and other claims brought on behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration Agreement section will be null and void. This arbitration agreement will survive the termination of your relationship with Solidshape.

Termination

If you breach any of these Buyer Terms, Solidshape will have the right to temporarily suspend or permanently terminate your Buyer Account and these Buyer Terms in its sole discretion and without prior notice to you. Solidshape reserves the right to revoke your access to and use of the Site at any time, with or without cause. In the event Solidshape terminates these Buyer Terms and your Buyer Account due to your breach, you will remain liable for all amounts due hereunder.

You may terminate your relationship with Solidshape at any time by contacting Solidshape’s support team at [email protected] or as otherwise indicated in your Buyer Account portal. Solidshape will close your Buyer Account once there has been an accounting of all monies due and owing.

Miscellaneous

You will be responsible for paying, withholding, filing, and reporting all taxes, duties, and other governmental assessments associated with your activity in connection with the Site, provided that Solidshape may, in its sole discretion, do any of the foregoing on your behalf or for itself as it sees fit. The failure of either you or us to exercise, in any way, any right herein shall not be deemed a waiver of any further rights hereunder. If any provision of these Buyer Terms are found to be unenforceable or invalid, that provision will be limited or eliminated, to the minimum extent necessary, so that these Buyer Terms shall otherwise remain in full force and effect and enforceable. You and Solidshape agree that these Buyer Terms are the complete and exclusive statement of the mutual understanding between you and Solidshape, and that these Buyer Terms supersede and cancel all previous written and oral agreements, communications and other understandings relating to the subject matter of these Buyer Terms. You hereby acknowledge and agree that you are not an employee, agent, partner, or joint venture of Solidshape, and you do not have any authority of any kind to bind Solidshape in any respect whatsoever.

Except as expressly set forth in the section above regarding the arbitration agreement, you and Solidshape agree there are no third-party beneficiaries intended under these Buyer Terms.