RedEye™ Customer Agreement

This Agreement sets forth the terms and conditions on which digital manufacturing services, rapid prototyping services and/or quotations for such services (Services) are made available via this website. The Services available through this website are provided by REDEYE ON DEMAND, a division of Stratasys, Inc. (REDEYE)

1.  DIGITAL MANUFACTURING, RAPID PROTOTYPING AND FINISHING SERVICES..

1.1  REDEYE QUOTATIONS.  From time to time the Customer may request price quotations (REDEYE Quotes) from REDEYE for the production of; end use parts, a rapid prototype part (Parts) and/or provision of other Services by completing the REDEYE Quote form on this website. The REDEYE Quote requires the Customer to submit all of its desired specifications (Specifications) for the Part to REDEYE, using 128-bit encryption, or alternatively to allow REDEYE to measure the size of the Specifications data file on the Customers computer by accepting the REDEYE Browser plug-in. REDEYE will provide all quotes promptly after receipt of the Customers request, unless manual quoting is required based on the attributes of the request and/or part(s). Each REDEYE Quote is only valid for 30 days from the time the quote is saved. However, REDEYE reserves the right to adjust any quote if the Customer makes changes to the applicable Quantity, Materials or Specifications.

1.2  ORDERS.  Once the Customer has obtained a REDEYE Quote, the Customer may accept the quote from REDEYE and may submit an online order (an Order) requesting REDEYE to produce the Part(s) quoted. The total fees for each Order shall include the applicable amount specified in the REDEYE Quote for the Part(s), plus all applicable taxes and all shipping charges (collectively, the Fees). To submit an Order, the Customer must either pay the Fees in advance online by providing REDEYE with valid credit card account information, or by issuing a noncancelable purchase order to REDEYE by fax (952) 906-2765, or e-mail. A hard copy of the PO is required before an Order can be shipped from our facilities. Once an electronic Order confirmation has been delivered to the Customer, the Order is binding on both parties, and may not be cancelled/changed except by agreement. REDEYE reserves the right to accept or reject any Order for any reason.

1.2.1  CANCELLATION/CHANGE ORDERS.  Customer refunds for cancelled/changed orders based on the following:

• 75% credit on Product & Tax, 100% credit on Shipping for Orders cancelled/changed after order placement and before build start.

• 25% credit on Product & Tax, 100% credit on Shipping for Orders cancelled/changed after start of build and before part finishing.

• 0% credit on Product & Tax, 100% credit on Shipping for Orders cancelled/changed after start of finishing and before shipping.

• 0% credit on Product, Tax & Shipping for Orders cancelled/changed after shipping.

Orders can only be cancelled/changed by REDEYE personnel. Please contact your account manager by telephone at: 1.866.882.6934 or International at 1.952.906.2725, or via email at godigital@redeyeondemand.com if you need to make changes to your order.

1.3  DELIVERY STANDARD.  REDEYE will use commercially reasonable efforts to provide all Parts to the Customer in accordance with this Agreement and within the timeframe provided by REDEYE shortly after time of Order. Average delivery is 3 to 5 business days based on the REDEYE Quote Specifications. Shorter lead-times may be available for smaller projects. Lead times will be longer for orders containing large quantities and/or large parts. Partial shipments allowed and may require additional charges. Please call 1.866.882.6934 for more information.

1.3.1  TRANSPORTATION: Shipments are F.O.B. shipping point. Any damage to product during transportation is the responsibility of the carrier and customer. Customer is responsible for submitting claims to the carrier for damages.

2.  CUSTOMER SATISFACTION.  If any Part does not meet the Specifications, and the Customer notifies REDEYE within two business days of receipt, the Customer may return the Part(at the Customers own expense) within five business days of receipt and receive a replacement Part, or a full refund of the Part Fees (exclusive of applicable taxes and shipping charges). Failure to return a Part in this manner shall constitute acceptance of the Part by the Customer.

2.1 Best Price Guarantee* REDEYE guarantees you're getting the best price on all digital manufactured parts using Stratasys FDM technology. If you should find a better price for the same part(s) just send us your quote and we'll match it. If you find a better price within 24 hours of placing your order, REDEYE will refund the difference plus an additional 5% to show our gratitude. REDEYE standard order terms apply:

• Cancellation policy

• Best Price Guarantee applies to Original quote and materials only

• Parts must be of same build quality, slice thickness, orientation and materials

• Standard manufacturing lead times apply

• Orders must be placed within 24 hours of the original quote

• Orders must meet the REDEYE minimum order level currently posted on the redeyeondemand.com website - $150 as of June 1st, 2009

* REDEYE reserves the right to refuse or reject any quote, order or design file that does not comply with the offer rules and regulations stated above.

Offer exclusions:

• REDEYE Finishing Services and Premium Services - including but not limited to: sanding, finishing, painting, plating services or Ready Part

• Shipping and Handling

• Stratasys Systems Owners, Customers and Authorized Resellers

• Prototyping Technologies other than Stratasys FDM technology - including but not limited to: stereolithography, selective laser sintering, jetting, etc

3.  OWNERSHIP OF INTELLECTUAL PROPERTY.

3.1  CUSTOMER OWNERSHIP.  The entire right, title and interest, including all copyright, patent, trade secret, mask work and trademark rights (Intellectual Property), in and pertaining to any Specifications and the applicable Part shall be owned solely by the Customer.

3.2  REDEYE RIGHTS.  Notwithstanding Section 3.1, REDEYE shall retain all right, title and interest, including all Intellectual Property, in the website and in the underlying software, technology, methodologies and know-how used by REDEYE in performing its Services and producing Parts.

4.  LIMITED WARRANTIES.

4.1  NATURE OF PROTOTYPE MODELS.  Customer acknowledges and agrees that all Parts are intended to be used for initial design analysis only, and that no warranties exist or are offered as to materials, strength, tolerances or other Part characteristics. All Parts are delivered and accepted in AS IS condition, and REDEYE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE FOR ANY REDEYE PARTS OR SERVICES. Customer also acknowledges and agrees that in no event will REDEYE be liable for any damages of any nature under any circumstances, including REDEYE’s alleged negligence, and that the aggregate liability for any claim(s) awarded by any court of competent jurisdiction will in no event exceed the limitations identified in Section 5 below. Customer further agrees that these disclaimers, exclusions and limitations of liability are a material and essential condition of this Agreement, and that the Website and Services would not be made available, or would be made available on materially different terms in the absence of these conditions.

4.2  CUSTOMER WARRANTIES.  The Customer hereby warrants that (a) it has the right to provide the Specifications to REDEYE; (b) the use of the Specifications and such other materials provided by the Customer to produce a Part will not violate or infringe any intellectual property or other legal rights of any third party; and (c) any software or Part files delivered by the Customer to REDEYE will be free of any viruses, time bombs and other harmful programming routines.

5.  LIABILITY.

5.1  LIMITATION OF LIABILITY.  REDEYE HEREBY DISCLAIMS AND EXCLUDES ALL LIABILITY FOR ANY PUNITIVE, EXEMPLARY, INCIDENTAL, INDIRECT AND/OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION LOST PROFITS, ARISING IN CONNECTION WITH THIS AGREEMENT AND ITS SUBJECT MATTER, WHETHER SUCH DAMAGES ARISE BY CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE.

5.2  LIMITATION OF AGGREGATE DAMAGES.  REDEYE’S AGGREGATE LIABILITY FOR ANY DAMAGES SUFFERED OR INCURRED IN CONNECTION WITH THIS AGREEMENT AND ITS SUBJECT MATTER, WHETHER ARISING BY CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, SHALL NOT EXCEED THE FEES PAID BY THE CUSTOMER FOR THE APPLICABLE PART ALLEGED TO HAVE CAUSED SUCH DAMAGE.

5.3  INDEMNITY.  The Customer shall indemnify, defend and hold harmless REDEYE and its directors, officers, employees and agents from all losses, liabilities, damages and expenses (including reasonable attorneys fees and costs) that they may suffer as a result of any claims, demands, actions or other proceedings made or instituted by any third party against any of them and arising out of: (i) any claim that any Specifications, Parts or any other materials provided to REDEYE in connection with an Order violate or infringe the intellectual property or other legal rights of any third party; or (ii) any use of a Part by the Customer or its employees, agents or contractors.

6.  ACCESS AND INTERFERENCE.  The Customer shall use their e-mail address and a secure password to log on to the REDEYE website. The Customer must not disclose their password to third parties. The Customer is responsible for all access to and use of the REDEYE website using their e-mail address and password. If an employee, agent or any person uses the Customers e-mail address and password to access the REDEYE website, the Customer will be deemed to have authorized any access, use or misuse of the REDEYE website (including without limitation all orders placed) by such employees or agents or any other person using the Customers e-mail address and password. The Customer will not use any robot, spider, other automatic device or manual process to monitor or copy REDEYE’s web pages or the content contained herein without the express written permission of REDEYE. The Customer will not interfere or attempt to interfere with the proper working of the REDEYE site or any activities conducted on the REDEYE site. The Customer will not take any action that imposes an unreasonable or disproportionately large load on REDEYE’s infrastructure. The Customer will not copy, reproduce, alter, modify, create derivative works of, or reverse engineer the REDEYE website or publicly display any content from the REDEYE website without the prior express written consent of REDEYE.

7.  TERMINATION.  Either the Customer or REDEYE may terminate this Agreement at any time upon written notice to the other party, but all Orders previously submitted and confirmed shall remain binding upon the parties. Sections 3 thru 6 shall survive the termination of this Agreement.

8.  MISCELLANEOUS PROVISIONS.

8.1  GOVERNING LAW.  This Agreement and all Orders shall be governed by and construed in accordance with the internal laws of the State of Minnesota, applicable to contracts to be accepted and performed wholly within Minnesota. By placing any Order, Customer irrevocably consents to the jurisdiction of the applicable federal or state courts located in Hennepin County, Minnesota, and agrees that such courts shall be the exclusive forums for the resolution of any disputes hereunder.

8.2  FORCE MAJEURE.  Except for the courtesy discount to be offered to any Customer under Section 1.3(this has changed), neither party shall be liable for a breach of its obligations hereunder to the extent that such breach is caused by factors outside its reasonable ability to foresee and avoid (provided that such party makes diligent good faith efforts to remedy the breach as soon as possible), including without limitation war, acts of God, terrorism, natural disaster, or third party communications or encryption failure, and which continue for any 60 day period.

8.3  ENTIRE AGREEMENT.  This Agreement and any accompanying Orders embody the entire agreement and understanding between the parties regarding the subject matter hereof, and supersede any prior understanding and agreements between and among them respecting the subject matter hereof. REDEYE may at any time change or modify the terms of this Agreement by publishing such additional or replacement terms on the website at least five business days prior to implementation. If the Customer does not agree with any change or modification, the Customer may terminate this Agreement on notice to REDEYE.

8.4  INDEPENDENT CONTRACTORS.  The parties hereto are independent contractors and are not, and shall not represent themselves as, principal and agent, partners or joint venturers. No party shall attempt to act, or represent itself as having the power, to bind another party or create any obligation on behalf of another party. Each party shall be solely responsible for the employment, direction and control of its employees and their acts.

8.5  SEVERABILITY.  Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law. The parties agree that (a) the provisions of this Agreement shall be severable in the event that any of the provisions hereof are for any reason whatsoever invalid, void or otherwise unenforceable, (b) such invalid, void or otherwise unenforceable provisions shall be automatically replaced by other provisions which are as similar as possible in terms to such invalid, void or otherwise unenforceable provisions but are valid and enforceable, and (c) the remaining provisions shall remain enforceable to the fullest extent permitted by law.

8.6  ASSIGNMENT.  The Customer shall not assign the rights and obligations under this Agreement without the written consent of REDEYE. Any assignment in breach of this provision shall be void ab initio.