This document will outline the general terms and conditions for doing business with CADimensions, Inc., and will apply to any proposal and agreement and/or purchase order relating to all software, hardware, and services sold by CADimensions, Inc. to a customer.

(a) The initial term (the “Initial Term”) of this agreement shall be for one year from the Effective Date and thereafter shall automatically be renewed for successive one-year terms. Upon 60 days prior written notice either party may terminate this Agreement effective at the end of a term.

1. Terms and Payment

(a) Payment for purchased software, software license, annual subscription contracts, support services, software implementation service or additional services not included with the software products will be billed in Net 30/day terms with approved credit application unless otherwise specified on the proposal/quote.  All purchases will require a signed purchase order or signed proposal/quote and will be binding.

(b) All sales are final from the moment software order is placed and/or goods/services are delivered to Customer.

(c) In the event that the Customer fails to make any payment when due, CADimensions, Inc. may suspend service or support contracts hereunder. In the event the customer fails to make any such payment within 10 days after demand from CADimensions, Inc., CADimensions, Inc. may terminate this Agreement and pursue all available remedies. No delay or failure of CADimensions, Inc. to exercise any right or remedy under this Agreement operates as a waiver thereof.

(d) CADimensions, Inc. reserves the right to increase the service charges to be in effect during any term after the Initial Term by giving written notice to the Customer at least 60 days prior to the commencement of such term.

(e) Software Reinstallation Fees and Late Renewals will be honored based on appropriate reinstallation fees imposed by the manufacturer

(f) Right to Use Licenses such as all 3DExprience Products will be automatically renewed unless the Customer provides CADimensions, Inc. with written notice of their desire to cancel their subscription at least 30 days prior to renewal date.  If written notice is not received Customer will be required to purchase additional term of service.

(g) Classroom/Online Training purchased via credit card through the CADimensions online store will be charged at time of purchase. Classroom/Online Training purchased via purchase order will be billed in full on the first day of training. All custom training that is specific to one customer and/or created by CADimensions, Inc. will be billed 50% at time of order and 50% on the first day training begins.

(h) CADimensions, Inc. will bill 50% of the total amount upon receiving the order. The remaining amount will be billed on the Project End Date as agreed upon with the Customer in the Statement of Work. If a service is quoted as an hourly fee, then 50% will be billed at time of order and the remaining amount upon project completion. Only service hours rendered will be billed.

(i) 3D Printing services will be billed in full at time of shipment.  For projects that require multiple shipments spread out over time multiple billing will occur with each shipment.

2. CADimensions, Inc. Responsibilities

(a) CADimensions, Inc. shall provide customer with software download instructions for proper installation.  All hardware and software sales are final and cannot be returned unless special circumstances are approved by manufacturer.  CADimensions, Inc. will make a best effort to assist customer in understanding the installation process.  We will not install the program or provide technical installation support over the phone.  If additional installation and implementation services are required a separate Statement of Work will be created for support services for an additional charge.  If on-site support is required, an additional On-site Service charge will include travel costs to and from the Installation Address unless otherwise specified.

3. Customer Responsibilities

 (a) Customer will make best effort to have trained/knowledgeable personnel/staff available to assist with any technical software issues, if the need arises, to assist CADimensions, Inc. technical team personnel in diagnosing a software and/or hardware issue over the telephone or on site if required.

4. Service Availability

(a) CADimensions, Inc. shall provide telephone support service from 8am to 5pm EST daily during a normal work week Monday through Friday, except during statutory holidays.   Additional support service times are available, for an additional charge, with predetermined arrangements and an authorized Statement of Work.

(b) CADimensions, Inc. shall use its best effort to respond to any technical support request from the Customer within 8 working hours based on time of day and support contract requirements.

5. Limitation on Liability

(a) Neither the Customer nor CADimensions, Inc. or CADimensions, Inc.’s subcontractors shall be liable for failure to perform hereunder for causes beyond their control including, without limitation, acts of God, strikes, fires, natural disasters, or unavailability of manufacturers support personnel.

(b) In no event shall CADimensions, Inc. or its Sub-Contractor(s) be liable to the Owner or any Third Party for any loss or injury to earnings, profits or goodwill and the Owner agrees that no claim shall be made against CADimensions, Inc. or it Sub-Contractor(s) for special, indirect consequential damages whatsoever or however caused, or for damages arising from or relating to the loss of use of tangible property. CADimensions, Inc.’s entire liability in Contract, tort, negligence or otherwise for technical support service.

6. General

(a) This agreement supersedes all prior agreements and understandings relating to the purchased software and/or hardware and cannot be modified except in writing signed by an authorized representative of CADimensions, Inc. and the Customer. Customer’s purchase order, change order and SOW documents are subject to these Terms and Conditions.  Customer’s order documents shall be referenced for billing purposes only.

(b) Neither party may assign this agreement; provided, however, that CADimensions, Inc. may sub-contract some or all of the services to be provided by it hereunder.

(c) In addition to any other rights of termination hereunder, CADimensions, Inc. shall have the right to terminate this agreement if any breach by the Customer of any of the provisions hereof is not remedied within 10 days after written notice thereof has been given by CADimensions, Inc.; or on 90 days notice in the event that CADimensions, Inc., in its sole discretion, deems the customers software equipment to have become unserviceable by reason of age, wear, abuse, environment, or any other cause.

(d) CADimensions, Inc. shall keep confidential all data and information relating to the Customer’s business which comes into the possession of CADimensions, Inc. as a result of the performance of its duties hereunder, except such data or information which is or enters into the public domain without fault on the part of CADimensions, Inc., or was already known to CADimensions, Inc.. CADimensions, Inc. further agrees to take reasonable steps to ensure that its employees, agents and sub-contractors respect the confidentiality of such data and information.

(f) This agreement shall be governed by and construed in accordance with the laws of the State of New York, Pennsylvania, Massachusetts, Connecticut, Vermont, New Hampshire, Maine, Rhode Island and New Jersey.