terms and conditions

Read This: These Terms and Conditions (“Agreement” or “Terms”) is made by and between Swope Design Solutions, LLC (“SDS”, “Company”, “we”, “us” or “our”), a California limited liability company and you, the user (“you”, “your”, “User” or “Client”).

This Agreement contains the complete terms and conditions that govern the use of the Company’s website(s) (“Website” or “Websites” or “Site”). BY CLICKING THE “I AGREE” BUTTON OR BY ACCESSING, VISITING, BROWSING, USING, OR ATTEMPTING TO INTERACT WITH OR USE ANY PART OF THIS WEBSITE, OR OTHER COMPANY SOFTWARE, SERVICES, WEBSITES, MOBILE APPLICATIONS OR CONTENT (COLLECTIVELY THE “SERVICES”), YOU AGREE THAT YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THIS AGREEMENT.

IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE ANY PART OF THIS WEBSITE. COMPANY RESERVES THE RIGHT, WITH OR WITHOUT NOTICE, TO MAKE CHANGES TO THIS AGREEMENT AT COMPANY’S SOLE DISCRETION. CONTINUED USE OF ANY PART OF THIS WEBSITE OR THE SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES.

THE MOST CURRENT VERSION OF THIS AGREEMENT, WHICH SUPERCEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY GOING TO [link to updated Agreement] You are hereby put on notice that you are obligated to periodically review this document to make yourself aware of any changes hereto and any continued use of the Site shall constitute your acceptance thereof.
Access to This Site. To access this Site, Site resources, links or other content you may be required to register and create an account. In order to create an account, you must complete the registration process by providing us with complete and accurate information as prompted by the registration form, including contact information, a username, and password and you will be required to verify your account. You shall ensure to maintain confidentiality of your username and password. You shall protect your password and take full responsibility for your own, and third party, activities that occur under your account. You agree to notify us immediately of any unauthorized use of your account or any other breach of security. You agree that if any information provided by you is inaccurate, untrue or incomplete, we reserve the right to terminate your access to the Services.
Quote Request. Before you can purchase the services offered on the Site you must request a quote through the Site (“Quote Request”). Your Quote Request must include a description of your product with detailed specifications, designs, drawings, data or plans (“Project Documents”). You will be required to upload the Project Documents through the Site. Acceptable file types are: SOLIDWORKS Part (.sldprt), IGES (.igs, .iges), Parasolid (.x_t), STEP (.step, .stp), or Mesh Files (.stl). File size should not exceed 10mb per file. You hereby attest that the Project Documents uploaded by You are accurate and complete and do not violate any applicable law or regulation or infringe any person’s intellectual property rights. Quote Requests will be reviewed within one (1) business day. You may be contacted by telephone or email for additional information. By submitting a Quote Request you hereby consent to receive such communication.
Quote. We reserve the right to accept or reject a Quote Request in our sole discretion. If your Quote Request is accepted you will receive a Quote which will include: (a) a description of the services including the scope, project details, project deliverables, and any assumptions based upon the information contained in the Project Documents, and (b) the Fee to provide such services. The Quote will automatically expire after thirty (30) days.
Online Quote Purchases. When accepting a Quote on our Site, you are effectively offering to purchase the services that are described in the Quote (“Quote Purchase”). We reserve the right to accept or reject any Quote Purchase in our sole discretion. We will only accept or reject a Quote Purchase in its entirety. Should we elect to accept your Quote Purchase, you will receive a confirming email at the email address that you provided when you created your account with the Site. Notwithstanding, we reserve the right to cancel any Quote Purchase once accepted by us (as evidenced by a confirming email) at any time in our sole discretion. Additionally, you have the option of cancelling your Quote Purchase (in its entirety only) at any time prior to our having sent to you the confirming email referenced herein.
Payment Terms. All applicable prices are set forth alongside the services offered on the Site. They may differ from the prices offered elsewhere (online or offline) by us for the same or similar services. Such prices are subject to change at any time by us in our sole discretion. You will be responsible for the prices stated at the time of your transaction, as well as any: (i) sales, use, excise, and related taxes; and (ii) shipping and handling charges. Payment may only be made with a valid credit, debit card, or use of a bona-fide electronic payment provider (i.e., PayPal). By using any such card or payment provider, you are hereby representing and warranting your full right and authority to make such purchase in the manner elected without violating any applicable law, rule, or regulation.
Third Party Payment Processor. We use third-party service providers for payment processing services. By submitting payment or purchasing services on the site you agree to be bound by such third-party’s Privacy Policy and Terms of Service and hereby authorize us to share any information and payment instructions you provide to the minimum extent required to complete your transaction.
Applicable Use of the Site. You may use this Site only for purposes expressly permitted by this Agreement. As a condition of your use of SDS’s Services, you warrant to SDS that you will not use the Services for any purpose that is unlawful, immoral, or otherwise prohibited by these terms, conditions, and notices.
No Unlawful Access. You agree that you will not use SDS’s Site in any manner that could in any way disable, overburden, damage, or impair the Site or otherwise interfere with any other party’s use and enjoyment of the Site. You further agree that you will not obtain, or attempt to obtain, any materials, content, or information by any means not expressly made available or provided for through the authorized use of the Site.
Intended Audience. YOU MUST BE AT LEAST 18 YEARS OF AGE TO ACCESS AND USE THIS WEBSITE. IF YOU ARE UNDER 18 YEARS OF AGE, DO NOT USE THIS SERVICE FOR ANY PURPOSE.
Hyperlinking. This Site may be hyperlinked to and by other Sites which are not maintained by, or related to, SDS. Hyperlinks to such Sites are provided as a service to Users and are not sponsored by, endorsed or otherwise affiliated with this Site or SDS. SDS has not reviewed any or all of such Sites and is not responsible for the content of any linking Sites, and any links made directly from a SDS Site to another web page should be accessed at the User’s own risk. SDS makes no representations or warranties about the content, completeness, quality or accuracy of any such website, and as such, shall not be liable in connection with any loss, damage, cost or injury associated with any access thereto via this Site.
Right to Terminate Access. SDS reserves the right to monitor use of this Site to determine compliance with these Terms, SDS reserves the right to terminate your access at any time without notice for any reason whatsoever.
Disclosure Under Law. SDS reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process, or governmental request.
Personally Identifiable Information. In an effort to preserve your privacy, SDS agrees that it will treat any personally identifying information that you submit through this Site in accordance with the terms outlined in its Privacy Policy as well as in conformance with all applicable laws, rules, and regulations.
Trademarks and Copyrights. Trademarks, service marks, logos, trade names, and copyrighted works (hereinafter, “Intellectual Property”) appearing on this Site are the property of SDS or the party that provided the Intellectual Property to SDS. SDS and any party that provides Intellectual Property to SDS retain all rights with respect to any of their respective Intellectual Property appearing in this Site and do not transfer at any time to user and/or any other third party.
Security. Any passwords used for this Site are for individual use only. You will be responsible for the security of your password(s) at all times. From time to time, SDS may require that you change your password. You are prohibited from using any services or facilities provided in connection with this Site to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password crackers, rootkits, Trojan horses, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, SDS reserves the right to release your account details to the system administrators of other Sites and/or the authorities in order to assist them in resolving security incidents. SDS reserves the right to investigate suspected violations of these Terms. SDS reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing SDS to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate these Terms.
Modification of Project Scope. The Quote is based on SDS’ current understanding of the project and according to the assumptions listed and the plan outlined. Changes to the timing and scope of work may reduce or expand design costs. Any significant changes to the Quote will be communicated to you in writing setting forth reasonable detail for the requested change along with time and cost necessary.
Timing. SDS shall not be responsible for delays due to causes beyond its reasonable control. Stated schedule and timeline is in workdays (Monday through Friday) after receipt of Purchase Order, customer files, and customer supplied materials, if applicable.
Expenses. If provided in the Quote, expenses for the services or materials procured from outside SDS have been estimated on a best faith basis. Actual expense costs may vary and may result in expenses beyond those estimated in the Quote. Such services can include, but are not limited to, the use of rapid prototyping processes (SLA, SLS, FDM), circuit board fabrication, fabricated molds, purchased components and materials for prototypes, and specific test equipment.

All expenses incurred will be charged an additional 5% of the total cost of the expense.
Ownership: Only upon timely and full payment, will you acquire ownership of all design and prototype work product developed by SDS, including all copyright, patent, trademark, and other rights (“Client Work Product”). If you fail to make full payment under this Agreement, SDS retains ownership of the Client Work Product. You hereby grant to SDS a security interest in the Client Work Product to secure your obligations under this Agreement and you authorize SDS to file financing statements and take any other action SDS believes necessary to effectuate or perfect that security interest. The Client Work Product does not include: (a) any original work that has been developed by SDS or that is independently developed by SDS for SDS or others prior to or during this Agreement (“SDS Work Product”), even if that work is used or delivered by SDS in performance of this Agreement; (b) any work that is subject to third-party license agreements; (c) information in the public domain; or (d) generic ideas, concepts, know-how and techniques within the design industry generally. SDS Work Product and all copyrights and other rights attached to it shall be and always remain property of SDS. SDS will grant to you a non-exclusive, non-transferable license to use SDS Work Product solely as part of the Client Work Product.
Project Materials: Molds, tooling, and any residual items (the “Project Materials”) from the project will be discarded after two years of inactivity.

Requests for the return of Project Materials or to store them at SDS beyond the two-year period must be received in writing prior to the end of the second year. Costs associated with the return of the Project Materials will be billed to you. Storage of materials at SDS beyond the two-year period will incur a monthly storage fee.

SDS reserves the right in its sole discretion to discard molds or tooling that show considerable wear.
Intellectual Property: The Quote does not reflect any fees or expenses related to intellectual property rights, such as conducting searches of intellectual property records or making a determination of patentability. SDS makes no representations or warranties that relate in any way to intellectual property rights, including whether design services or prototypes provided by SDS allow you to claim intellectual property rights of your own or whether the services may infringe on the intellectual property rights of others. You agree to indemnify, hold harmless, and defend SDS and any employee or agent thereof from any costs, claims, damages, or expenses arising from all claims of intellectual property infringement arising from the products or services provided hereunder. Your obligation to indemnify shall survive the expiration or termination of this Agreement.
Product Liability: Every consulting project necessarily involves individualized professional judgments, the results of which cannot be guaranteed. You are solely responsible to verify any recommendation and test the designs and any prototypes SDS provides. You are solely responsible to ensure that any resulting products are tested, manufactured, packaged, labeled (including adequate warnings and user manuals), sold, and used in a safe and careful manner and in compliance with all applicable laws, regulations, and appropriate industry standards. Unless otherwise specifically stated in this Agreement, you are solely responsible for obtaining any applicable or necessary approvals, licenses or permits. You assume all responsibility for any information and/or specifications you provide to SDS and agree that, unless specifically stated in this Agreement, SDS may rely on such information and/or specifications without independent verification.
Indemnification: You agree to indemnify, hold harmless and defend SDS against any loss or expense (including reasonable attorney fees) arising out of a demand or claim made against SDS by You or by one or more “Persons” because of illness, injury, property damage, loss of use of any products, loss of profits, loss of business income, and all other damages of whatever kind or nature, actual or alleged that arises out of, results from or is associated with the designs, services, prototypes and incidental goods furnished or to be furnished to you by SDS. “Persons” include, but are not limited to, your employees, invitees and agents, lessees and purchasers of your goods or services, and any and all third persons,. including partnerships, associations, corporations, and governmental entities.

In the event of subsequent third-party legal proceedings related to this project and requiring support from SDS, you agree to pay for reasonable SDS attorney fees and reimburse SDS at current billing rates for time spent on the matter.
Delivery Terms: Shipment of all Client Work Product including but not limited to parts and prototypes shall be Ex Works (EXW), Incoterms 2020 from SDS’ production facility located in San Francisco, California, or such other location as SDS notifies Client in writing.
Promotional Representations: SDS may list your name and logo on marketing materials. After the product is available for purchase, or permission has been obtained from you, SDS may include photographic or artistic representations of non-confidential aspects of the product/service in its marketing materials.

You and your personnel included in correspondence relating to this project agree to receive occasional communications from SDS including but not limited to company updates, news, and announcements.
Warranty: Exclusion of Implied or Other Warranties. SDS is committed to your satisfaction and will, in good faith, endeavor to work with you to remedy issues or concerns related to SDS’ product design services. However, all design services and any prototypes SDS provides are provided “as is.” SDS does not warrant in any form the results or achievements of the Services or Products provided or the resulting work product and deliverables. SDS warrants that that the Services will be performed by qualified personnel in a professional and workmanlike manner in accordance with generally accepted industry standards and practices. SDS shall comply with all statutes, ordinances, regulations and laws of all international, federal, state, county, municipal or local governments applicable to performing the Services hereunder. THE WARRANTY SET FORTH IN THIS SECTION 26 IS EXCLUSIVE AND IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE SERVICES, WORK PRODUCT OR DELIVERABLES PROVIDED UNDER THIS AGREEMENT, OR AS TO THE RESULTS WHICH MAY BE OBTAINED THEREFROM. SDS DISCLAIMS ALL IMPLIED WARRANTIES INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR AGAINST INFRINGEMENT. YOUR EXCLUSIVE REMEDY FOR BREACH OF THIS WARRANTY IS REPERFORMANCE OF THE SERVICES, OR IF REPERFORMANCE IS NOT POSSIBLE OR CONFORMING, REFUND OF ANY AMOUNTS PAID UNDER THIS AGREEMENT FOR SUCH NON-CONFORMING SERVICES.
Limitation of Liability: IN NO EVENT SHALL SDS BE LIABLE UNDER THIS AGREEMENT TO YOU FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, STATUTORY, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS, LOSS OF USE, LOSS OF TIME, INCONVENIENCE, LOST BUSINESS OPPORTUNITIES, DAMAGE TO GOOD WILL OR REPUTATION, AND COSTS OF COVER, REGARDLESS OF WHETHER SUCH LIABILITY IS BASED ON BREACH OF CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, AND EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES COULD HAVE BEEN REASONABLY FORESEEN. SDS’ ENTIRE AGGREGATE LIABILITY FOR ANY CLAIMS RELATING TO THE SERVICES OR THIS AGREEMENT SHALL NOT EXCEED THE FEES PAID OR PAYABLE BY YOU TO SDS UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENTS GIVING RISE TO SUCH LIABILITY. THIS SECTION SHALL SURVIVE THE TERMINATION OR EXPIRATION OF THE AGREEMENT.

NO ACTION SHALL BE BROUGHT FOR ANY CLAIM RELATING TO OR ARISING OUT OF THIS AGREEMENT MORE THAN ONE (1) YEAR AFTER THE ACCRUAL OF SUCH CAUSE OF ACTION, EXCEPT FOR MONEY DUE ON AN OPEN ACCOUNT.
Jurisdiction and Venue: This Agreement shall be governed by and construed in accordance with the laws of the State of California without regard to its conflict of laws principles. The parties hereby agree that any action arising out of this Agreement will be brought solely in any state or federal court located in San Francisco, California. Both parties hereby submit to the exclusive jurisdiction and venue of any such court.
19. Non-Solicitation: Liquidated Damages:
Non-Solicitation: Liquidated Damages: For as long as SDS is providing Services to you under this Agreement, and for a period of one (1) year thereafter, neither party shall, without the other party’s prior written consent, directly or indirectly solicit for employment, offer employment to, employ, or engage as a consultant or advisor to the other party, nor shall any parent, subsidiary or associated company of the other party, nor shall any staffing agency engaged by the other party. Each party acknowledges that it would be difficult to ascertain the losses and replacement costs sustained by a breach of this non-solicitation provision and, that in the event of a breach by a party (the “Soliciting Party”), the party employing the employee (the “Employing Party”) may require the Soliciting Party to pay the Employing Party, as liquidated damages, an amount equal to fifty percent (50%) of employee’s first year annualized cash compensation while employed by Soliciting Party. Each Soliciting Party acknowledges and agrees that the amount of these liquidated damages is reasonable. Payment of these liquidated damages shall be made prior to the employee’s final day of employment with the Employing Party. Either party shall not be precluded from hiring any such employee who has been terminated by its employer prior to commencement of employment discussions between the hiring party and such employee.
Entire Agreement: This Agreement contains the sole and exclusive understanding of the parties and supersedes all prior written and/or oral agreements between the parties. This agreement can only be modified by a Project Scope Alteration signed by both parties.
Purchase Orders: No Conflicting Terms. You agree that the terms of this Agreement shall prevail over any conflicting terms and conditions in any Purchase Order or any other instrument or document provided by you to SDS. Any additional or different terms or conditions in any Purchase Order, or other instrument or response from you shall be deemed objected to by SDS without the need of any further or additional notice of objection, and such additional or different terms shall be of no effect or in any way binding upon SDS.
Assignment: You may not assign, delegate or otherwise transfer this Agreement or its obligations hereunder, in whole or in part, without the prior written consent of SDS, with such consent not to be unreasonably withheld or delayed. Any purported assignment or delegation in violation of this section shall be null and void. No permitted assignment or delegation will relieve you of your obligations under this Agreement, and as such, you shall remain primarily liable in connection therewith. SDS shall be entitled to assign or otherwise transfer this Agreement, in whole or in part, without your prior consent.
Notices: SDS may provide notices hereunder to you by: (i) email; (ii) regular mail; or (iii) posting them on the Site. You shall be responsible for ensuring that you have provided us with your current email and mailing addresses. You can contact us at any time by any of the following means: (i) email, at: sales@swopedesignsolutions.com or (ii) personal delivery, overnight courier, or registered or certified mail to: 150 Hooper St Unit 101, San Francisco, CA 94107]
Waiver: No waiver of any term or right in this Agreement shall be effective unless in writing, signed by an authorized representative of the waiving party. The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver or modification of such provision, or impairment of its right to enforce such provision or any other provision of this Agreement thereafter.
Survival: Following the termination of this Agreement, any provision set forth herein which, by its very nature, is intended to survive any expiration or termination hereof, shall so survive, including without limitation, the provisions respecting ownership of work product, confidentiality, indemnification, limitation of liability, non-solicitation, accrued payment obligations, and governing law and venue.
Headings; Construction: The headings/captions appearing in this Agreement have been inserted for the purposes of convenience and ready reference, and do not purport to and shall not be deemed to define, limit or extend the scope or intent of the provisions to which they appertain.
Termination. We reserve the right at any time and from time to time to modify or discontinue, temporarily or permanently, the website or any goods or services provided by the website (or any part thereof) with or without notice.
Force Majeure. SDS shall not be held responsible for delays or non-performance caused by activities or factors beyond its reasonable control, including without limitation, war, pandemics, governmental shutdowns, weather, strikes, floods, lockouts, fires, acts of God, terrorism, and/or delivery, vendor, supplier, or other third party delays, non-performance, or failures of any kind.
Partial Invalidity. In the event that any part or portion of this Agreement is deemed to be invalid, illegal, or unenforceable, the remaining provisions shall continue in full force and effect.