Standard Terms and Conditions
Effective Date: May 8, 2026
1. SOFTWARE LICENSES
The Software is resold by HRS pursuant to the original licensor’s (“OEM”) end user license agreement (“EULA”), together with the technical product and installation guides relating to the Software provided by the original licensor (“Documentation”). The EULA will be made available to Customer for review and acceptance upon download or initial login and registration. Customer agrees that the Software is licensed by the OEM (and not by HRS) pursuant to the terms of the EULA, which is entered into directly between Customer and the OEM.
2. SERVICES
HRS will provide the Services described in the Order Document and, where applicable, a statement of work executed by the parties describing the Services to be performed (“SOW”). In the event of a conflict between the SOW and this Agreement, the SOW will control.
A. Implementation.
To the extent described in an Order Document, implementation Services consist of the professional services performed by HRS (or its authorized third party agents) to deploy, configure, and integrate the Equipment and/or Software, as described in an SOW.
B. Support.
To the extent described in an Order Document, HRS will provide support Services which include the provision of ongoing technical assistance for the Software and/or Equipment following implementation through telephone and/or email support during designated support hours, troubleshooting of technical issues, maintenance updates, firmware updates and remote diagnostics.
C. Training.
To the extent described in an Order Document, training Services include access to online, on demand training courses.
D. Other Professional Services.
To the extent described in an Order Document or SOW, Customer may purchase additional Services.
E. Professional Services Warranty.
HRS warrants that it will perform the Services in a professional and workmanlike manner consistent with generally accepted industry standards and practices for similar services.
F. Ownership of Professional Services Deliverables.
Upon full payment, Customer shall own all right, title, and interest in work product created specifically for Customer under this Agreement.
3. EQUIPMENT
To the extent Customer enters into an Order Document with HRS for the purchase of Equipment, this Section 3 applies.
A. Delivery; Risk of Loss.
HRS will deliver the Equipment to Customer following the execution of the Order Document for the Equipment and the payment in full of the Fees for the Equipment.
B. Installation.
HRS will install the Equipment as a Service if Customer purchases implementation Services and, in such case, pursuant to a SOW.
C. Repair and Maintenance.
(i) HRS will provide remedial maintenance which is required to keep the Equipment in its standard operating condition during the Warranty Period, unless otherwise stated in this Agreement.
(ii) HRS may provide basic installation site information, which includes providing information and consultation regarding the physical implementation of the Equipment (location, air conditioning, power, electricity usage, etc.).
(iii) Installation and any remedial and preventive maintenance will be performed by HRS or its authorized designee during normal business hours.
D. Limited Equipment Warranty.
HRS warrants that:
(i) for the period beginning 30 days after delivery (F.O.B. HRS’s origination location) and for one year thereafter; and
(ii) the period beginning upon installation and for one year thereafter, whichever is sooner (“Warranty Period”), the Equipment will perform in accordance with the documentation provided by HRS.
The foregoing Limited Warranty does not apply to:
(i) Customer’s failure to maintain the Equipment in accordance with the applicable documentation;
(ii) Customer’s improper use, abnormal use, or violation of this Agreement;
(iii) servicing of the Equipment by anyone other than HRS or its authorized service providers;
(iv) the use of non-integrated, unapproved or non-licensed software, hardware or other materials;
(v) negligence or intentional acts or omissions; or
(vi) improper conditions where the Equipment is located.
4. MATERIALS
In order to create 3D parts or components, the Equipment requires input materials (“Materials”).
5. TERM OF CERTAIN SERVICES; FEES
The term for subscription Software and the fees for Software, the Services, Materials and the Equipment (“Fees”) are described in this Section 5 and in the applicable Order Documents.
A. Software License Term; License Fees; Support and Maintenance Fees; Reinstallation.
(i) Software License Term.
(ii) Software License Fees.
(iii) Software Support and Maintenance Fees.
(iv) Software Reinstallation.
B. Professional Services Fees.
(i) Implementation Fees.
(ii) Training Fees.
(iii) Equipment Fees.
(iv) Taxes.
(v) Failure to Make Payments; Late Payments.
6. EXPORT CONTROL RESTRICTIONS
Customer acknowledges that HRS may employ individuals both in and outside of the United States.
7. RESTRICTIONS
Customer shall not:
(a) use the Software, Materials or the Equipment in any manner that violates applicable law;
(b) sell, resell, rent, license, sublicense, distribute, or otherwise make available the Software to any third party;
(c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Software;
(d) remove any proprietary notices from any materials;
(e) manufacture weapons, ammunition, or military equipment of any kind;
(f) create counterfeit products or replicate copyrighted, trademarked, or patented items without authorization;
(g) produce items for illegal activities;
(h) create items that violate export control laws;
(i) manufacture medical devices without proper approval; or
(j) produce items intended to harm persons or property.
8. LIMITATIONS
EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT, HRS MAKES NO WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE.
9. CONFIDENTIAL INFORMATION
A party may disclose or make available confidential or proprietary information.
10. LIMITATIONS OF LIABILITY
IN NO EVENT WILL HRS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY FOR CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES.
11. TERM AND TERMINATION
A. Term.
The initial term of this Agreement begins on the Effective Date and will continue in effect for one (1) year.
B. Termination.
HRS may terminate this Agreement if:
(i) Customer fails to pay any amount when due; or
(ii) Customer breaches any obligations under Section 7.
Either party may terminate this Agreement if:
(i) the breach is incapable of cure; or
(ii) the breach remains uncured thirty (30) days after notice.
C. Effect of Expiration or Termination.
Upon expiration or termination:
(i) all licenses granted to the Software shall terminate; and
(ii) all Fees shall become immediately due and payable.
12. INDEMNIFICATION
Customer will defend, indemnify and hold HRS harmless from any claims, demands, losses, damages, costs and expenses arising from Customer’s breach of this Agreement.
13. MISCELLANEOUS
This Agreement constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement.
14. GOVERNING LAW; SUBMISSION TO JURISDICTION; EQUITABLE RELIEF
This Agreement is governed by and construed in accordance with the internal laws of the State of California.
15. EQUITABLE RELIEF
Each Party acknowledges and agrees that a breach or threatened breach may cause irreparable harm for which monetary damages would not be an adequate remedy.
