Terms and Conditions Ultimaker Essentials

These terms and conditions (Terms and Conditions) were last updated on 26 October, 2020.

Welcome to Ultimaker Essentials! Ultimaker (Ultimaker or we) is very excited about the enterprise grade solution that Ultimaker Essentials will provide. These Terms and Conditions apply to your use of Ultimaker Essentials. If you are located in the United States, these Terms and Conditions are between you and Ultimaker USA, Inc. If you are located anywhere else in the world, these Terms and Conditions are between you and Ultimaker B.V. In these Terms and Conditions “Ultimaker” will mean the respective entity that applies to you. This applies regardless of which Ultimaker entity owns or operates the (respective part of) Ultimaker Essentials. Please read these Terms and Conditions before starting with Ultimaker Essentials. These Terms and Conditions include Ultimaker’s privacy policy (as can be found on Ultimaker’s website). In our privacy policy we describe how we collect and process your personal data. We also note that access to the platform is granted through your account with account.ultimaker.com (Your Ultimaker Account) in respect of which separate terms of use apply. In addition, content on the Ultimaker 3D Printing Academy is made available to you as part of Ultimaker Essentials for which separate terms of use apply. In the event of any discrepancy between specific terms and conditions and these Terms and Conditions, these Terms and Conditions shall prevail.

You means the entity you represent in accepting these Terms and Conditions, or if that does not apply, you individually. If you are accepting these Terms and Conditions on behalf of a legal entity, you represent and warrant that you have the authority to bind such entity and its affiliates to these Terms and Conditions and that you have read and agree to these Terms and Conditions. If you do not have such authority, do not click “I agree”. If you use an email address of your employer or another entity, you will be deemed to represent such party and by clicking “I agree” you will bind such party to these Terms and Conditions. These Terms and Conditions do not have to be signed in order to be binding. By using Ultimaker Essentials or by clicking or checking a box indicating your acceptance of these Terms and Conditions, you accept and agree that you are bound by these Terms and Conditions. If you do not agree to these Terms and Conditions and the other terms referred to above, you may not use Ultimaker Essentials.

If you have accepted these Terms and Conditions as an administrator for your employer or other entity, you may deploy Ultimaker Essentials within your organization or as per your selection, your organisational unit, subject to these Terms and Conditions. You will ensure that all other users within your organization or, as applicable, your organisational unit will comply with these Terms and Conditions.

Ultimaker reserves the right to change these Terms and Conditions without prior written notice at any time. You will be asked to agree to such new terms. By continuing to access Ultimaker Essentials after such a change has been implemented or by clicking or checking a box indicating your acceptance of or agreement with such changes, you accept and agree to such changes. If you do not accept the new Terms and Conditions, you may no longer use Ultimaker Essentials.

1. Ultimaker Essentials

a. General: Ultimaker Essentials is Ultimaker’s first enterprise grade software solution. Ultimaker will further develop, optimize and fine-tune features of Ultimaker Essentials. You agree that your purchase of Ultimaker Essentials is not contingent on the delivery of any future developed functionalities or features.

Ultimaker shall (i) make Ultimaker Essentials available to you in accordance with these Terms and Conditions, (ii) provide the support in accordance with the applicable service & learning levels (as further described below) and (iii) use commercially reasonable efforts to make Ultimaker Essentials available 24 hours a day and 7 days a week, except for planned downtime and any unavailability beyond the reasonable control of Ultimaker. In case of planned downtime, Ultimaker shall – where reasonably possible – provide you with advance notice.

You are not allowed to exploit Ultimaker Essentials in any way on your own behalf, regardless whether this is for a commercial or non-commercial purpose. In addition, you are not allowed to transfer, sub-license, share or use Ultimaker Essentials in any other way than as provided for in these Terms and Conditions, unless you have obtained our prior written consent.

b. Cura License: Ultimaker Cura Enterprise is part of Ultimaker Essentials, which is based on Ultimaker Cura which is released under the terms of LGPL3 or higher. These license terms form an integral part of these Terms and Conditions and by accepting these Terms and Conditions, you also accept and agree to such license terms.

c. Support: Ultimaker Essentials has different service & learning levels. The applicable service & learning level as chosen by you is set out in the activation message sent by Ultimaker (the Activation Message). The different service & learning levels are further described here (the Service and Learning Level Policy). Ultimaker will provide support in accordance with the Service and Learning Level Policy. Support will only be provided in English. All questions that are not related to Ultimaker Essentials will go through Ultimaker’s regular channel network.

No differentiation between service and learning levels can be made within the same organisation, even if Ultimaker Essentials is set up in your respective organisation per organisational unit.

d. User management: Ultimaker Essentials can be used within your entire organisation but it is also possible to set up Ultimaker Essentials per organisational unit, to be determined and monitored by you. The person of your organisation listed in the Activation Message will be considered the “administrator”. You can change the administrator role or appoint additional administrators after you have accepted these Terms and Conditions. Administrators have important roles in respect of the user management of Ultimaker Essentials, including but not limited to granting new persons access to the organisation or organisational unit and restricting or deleting access. Administrators also have the possibility to grant access to external parties to the Ultimaker Essentials environment of your organisation or organisational unit. The administrator(s) is(are) fully responsible for all such user management and to maintain and update this in a proper way. Ultimaker does not accept any liability in this respect.

e. Marketplace: As part of Ultimaker Essentials, you have access to verified plug-ins in the Ultimaker Marketplace. Any third-party product made available on the Ultimaker Marketplace is not governed by these Terms and Conditions. Any use by you of such plug in and/or third-party product is between you and the applicable provider of the plug in/product, regardless of whether Ultimaker has verified the security of such plug ins. Further information regarding this verification can be found through the Ultimaker support desk.

f. Learning plan: As part of Ultimaker Essentials, you are granted access to the Ultimaker 3D Printing Academy. The number of users and the number of courses that are available to you, depend on the service & learning level you have selected (as described above).
Ultimaker hereby grants you a non-exclusive, non-transferable and limited license to access and view the learning plan and the content reflected therein, solely for personal and educational purposes and in accordance with the terms and restrictions set out herein and the terms and conditions applicable to the Ultimaker 3D Printing Academy.
Using the learning plan in operating your Ultimaker printer is at your sole risk and responsibility. In the event that you notice a discrepancy between the functionality of the Ultimaker printer you use and the functionality of the Ultimaker printer as set out in the learning plan, please let us know through [email protected]

2. Fees and Payment

You have purchased Ultimaker Essentials through an Ultimaker channel partner (the Reseller). You will pay the applicable amount to the Reseller, as agreed between you and the Reseller. If we do not receive the amount due by the Reseller to us, we may suspend or terminate your access to Ultimaker Essentials. The amount paid or payable by Reseller to us for your use of Ultimaker Essentials shall be deemed the amount that is paid to calculate the liability cap as provided for in these Terms and Conditions.

You are responsible for payment of any taxes, levies, duties or other governmental assessments in respect of the purchase of Ultimaker Essentials.

Your order details will be as stated in the Activation Message, which is based on the order as placed by us by the Reseller on your behalf. Reseller is responsible for the accuracy of any order placed with us. Resellers are not authorized to change these Terms and Conditions and we are not bound by any obligation to you other than as set out herein.
If you are entitled to a refund under these Terms and Conditions, we will refund such amount to the Reseller and the Reseller will be solely responsible for refunding the appropriate amounts to you, unless specified otherwise by us.

3. Duration and termination

a. Duration: Ultimaker Essentials is purchased by you as subscription for a one year period, as indicated in the Activation Message. These Terms and Conditions are applicable as of the moment of acceptance hereof until expiry or termination of the subscription. Subscriptions will be automatically renewed for additional periods equal to the period as set out on in the Activation Message at the then applicable price, unless you cancel your subscription through the Ultimaker support desk at least 30 calendar days prior to the end date of the subscription. After the first subscription period, you may terminate your subscription at any time subject to a one-month notice period effective as per the end of the month.

b. Termination: Either party may terminate these Terms and Conditions in the event of a material breach of these Terms and Conditions by the other party. In the event you terminate these Terms and Conditions as a result of a material breach by Ultimaker, Ultimaker shall refund you the pro rata amount of the fees for the remainder of the term.
Upon termination, you will no longer have access to Ultimaker Essentials, including but not limited to the link to download the latest version of Ultimaker Cura Enterprise, Ultimaker Digital Factory, support documentation and support ticketing system of Ultimaker Essentials. You are solely responsible for retrieving any data you may have stored in Ultimaker Digital Factory prior to termination. Ultimaker will not retain any such data after termination nor will Ultimaker be able to retrieve such data for you after termination. For the avoidance of doubt, your Ultimaker Account remains available.

Ultimaker has discretion in enforcing these Terms and Conditions. We may terminate or suspend your use of Ultimaker Essentials at any time, with or without notice for any violation of these Terms and Conditions, for unexpected technical reasons or if we suspect that you engage in illegal activities, provided that Ultimaker will use commercially reasonable efforts to inform you and give you the opportunity to remedy the violation. You agree that Ultimaker is not liable to you or any third party for blocking your access to the Ultimaker Essentials.

4. Free trial

Ultimaker may offer a free trial of Ultimaker Essentials for a period of 1 (one) month after registration. During the free trial period, you are entitled to terminate your use of Ultimaker Essentials at any time through the Ultimaker support desk. After expiry of the free trial period, except in the event of timely cancellation, you will automatically subscribe for Ultimaker Essentials for a one year period and you will receive an invoice through your reseller. Additional trial terms and conditions may be applicable, which will be notified to you when registering. Any such additional terms and conditions are incorporated into this Agreement by reference and are applicable to your use of Ultimaker Essentials during the free trial period. If you do not subscribe for Ultimaker Essentials, you are solely responsible for retrieving any data prior to end of your free trial period in accordance with clause 3b. All terms and conditions as set out herein apply to your use of Ultimaker Essentials during the free trial period. You will review the available information in respect of functions and features of Ultimaker Essentials prior to making a purchase.

5. Account

When registering for Ultimaker Essentials, you agree that you will (i) provide true, accurate, current and complete information as prompted by the registration form and (ii) maintain and promptly update such information when applicable to ensure that such information is always true, accurate, current and complete. As part of Ultimaker Essentials, access to the Ultimaker 3D Printing Academy is offered, depending on your support level package. This clause also applies to the use of Your Ultimaker Account within the Ultimaker 3D Printing Academy environment.

You are fully responsible for Your Ultimaker Account and any and all activities associated with Your Ultimaker Account when using Ultimaker Essentials, including but not limited to any harm or damage (to us or anyone else) caused by a person who used Your Ultimaker Account without authorization. Keep your password safe and confidential and take appropriate measures to safeguard Your Ultimaker Account.

You may not share Your Ultimaker Account login details with any other person or let any other person use your login details to access Ultimaker Essentials. In the event you know or suspect that any other person is using Your Ultimaker Account, you must notify us immediately through [email protected] We may request some information from you to confirm that you are the owner of Your Ultimaker Account.

6. Acceptable use

When using Ultimaker Essentials, you will not: (i) defame, abuse, harass, stalk, threaten or otherwise violate or infringe the legal rights (such as rights of privacy, publicity and intellectual property) of others or Ultimaker; (ii) publish, ship, distribute or disseminate any harmful, inappropriate, profane, vulgar, infringing, obscene, false, fraudulent, tortious, indecent, unlawful, immoral or otherwise objectionable material or information (including any unsolicited commercial communications); (iii) publish, ship, distribute or disseminate material or information that encourages conduct that constitutes a criminal offense; (iv) misrepresent or in any other way falsely identify your identity or affiliation, including through impersonation or altering any technical information in communications using the Ultimaker Essentials; (v) knowingly transmit or upload any material through Ultimaker Essentials containing viruses, Trojan horses, worms, time bombs, cancelbots or any other programs with the intent or effect of damaging, destroying, disrupting or otherwise impairing Ultimaker’s or any other person’s or entity’s network, computer system or other equipment; (vi) interfere with or disrupt Ultimaker Essentials, networks or servers connected to Ultimaker’s systems or violate the regulations, policies or procedures of such networks or servers, including unlawful or unauthorized altering of any of the information submitted through Ultimaker Essentials, (vii) attempt to gain unauthorized access to Ultimaker Essentials, other computer systems or networks using the same software applications as Ultimaker through any means; (viii) copy, modify or create derivative works or improvements of Ultimaker Essentials and underlying software; (ix) except as allowed under the license terms of Ultimaker Cura as referred to in clause 1b, reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source of Ultimaker Essentials or underlying software in whole or in part; (x) bypass or breach any security device or protection used by Ultimaker Essentials or use Ultimaker Essentials other than through the use of then valid access credentials; (xi) use Ultimaker Essentials for purposes of competitive analysis of Ultimaker Essentials or the underlying software, the development, provision or use of a competing software service or product or any other purposes that is to Ultimaker’s detriment or commercial disadvantage; or (xiii) interfere with another party’s use of Ultimaker Essentials or underlying software. Ultimaker reserves the right to monitor and audit your use of Ultimaker Essentials to ensure compliance with these Terms and Conditions.

You will also not use Ultimaker Essentials from countries that are sanctioned by either the European Union and/or the United States nor act in any way in breach of sanction laws and regulations when using Ultimaker Essentials. You will comply with all applicable laws and regulations when using Ultimaker Essentials and you will not submit sensitive personal information during such use.

We may remove or edit inappropriate content or activity identified by or reported to us or suspend or terminate your access to Ultimaker Essentials in the event of your non-compliance with these Terms and Conditions.

7. Intellectual property rights

All rights, title and interest in Ultimaker Essentials, including but not limited to the available content and current and future applications are and will remain the exclusive property of Ultimaker. Ultimaker Essentials is protected by copyright and trademark laws. You are not allowed to use the trademark “Ultimaker” or Ultimaker distinctive features for any purpose.

8. Security and privacy

Ultimaker has implemented numerous measures to safeguard the security of Ultimaker Essentials, Your Ultimaker Account and related information. However, we cannot guarantee that unauthorized third parties will not be able to defeat such measures and therefore we do not give any warranty or guarantee to you in this respect. For more information, reference is made to the security statement on ultimaker.com.

Ultimaker collects certain data about you and the usage of Ultimaker Essentials within your organisation. We collect and use all such data in accordance with the Ultimaker privacy policy, which you acknowledge. In addition, we use analytics techniques to understand how Ultimaker Essentials is used and how we can enhance and improve our services. The Ultimaker privacy policy also contains further information in this respect.

9. Feedback

We may ask you to provide feedback to Ultimaker regarding Ultimaker Essentials and your experience in using it. If you decide to provide feedback, such feedback collected during this period will only be used in anonymous form. By providing us with your feedback, you agree that Ultimaker may use your feedback, without restriction and without compensation due, for any purpose and to the extent required, you hereby grant a worldwide, royalty-free, non-exclusive, perpetual and irrevocable license to Ultimaker to use, copy, modify or otherwise exploit such feedback.

10. No Warranty

To the maximum extent permitted by law, Ultimaker Essentials is provided “as is”, without any warranties of any kind, whether express, implied or statutory, including but not limited to warranties of title, quality, non-infringement or merchantability. We do not warrant that your use of Ultimaker Essentials is error-free or uninterrupted or that we will preserve or maintain your data without loss. No advice or information provided to you by Ultimaker shall create any warranty. We also make no representations or warranties about the suitability or fitness of Ultimaker Essentials for your purposes.

11. Limitation of Liability

To the fullest extent permitted by law, in no event shall Ultimaker or any of its affiliates be liable to you for any indirect, consequential, special or incidental damages of any kind, including but not limited to loss of profits, loss of use, lost data, failure of security mechanisms or interruption of business, incurred as a result of your use of Ultimaker essentials, regardless of the form of action, whether in contract, tort or otherwise, even if informed of the possibility of such damages in advance. This limitation of liability does not apply in case the damages are caused by wilful misconduct or gross negligence of Ultimaker or its managerial staff.

In no event shall the aggregate liability of Ultimaker or any of its affiliates under these Terms and Conditions exceed the amount you paid for your subscription in the twelve months preceding the circumstances that give rise to your claim, regardless whether an action is in contract or tort or otherwise, even if informed of the possibility of such damages in advance.

12. Indemnification

You will hold Ultimaker and its affiliates and their respective officers, directors and employees harmless from any claim, proceeding, action or suit as a result of (i) your use of Ultimaker Essentials and (ii) your violation of these Terms and Conditions or of any rights of a third party. You shall indemnify Ultimaker for all losses, damages, liabilities, all reasonable expenses and costs (including but not limited to attorneys’ fees) incurred by Ultimaker in any such claim, action, suit or proceeding.

13. Miscellaneous

In case part of these Terms and Conditions should be or become void or non-binding, the remaining part shall be binding. Ultimaker shall replace the void or non-binding part by provisions that are valid and binding and of which the consequences, given the contents and intention of these Terms and Conditions, approximate the consequences of the void or non-binding parts to the extent possible.

Even if we do not exercise our rights immediately or fail to exercise a right in one case, it doesn’t mean we waive any of our rights under these Terms and Conditions and we may decide to enforce them in the future.

The following sections shall survive the termination of these Terms and Conditions: section 7 (Intellectual property rights); section 10 (No Warranty), 11 (Limitation of liability), 12 (Indemnification) and 13 (Miscellaneous).

Any notice or other communication to be given hereunder will be in writing and given by registered mail or email (by us to the email associated with Your Ultimaker Account or by you through support.ultimaker.com).

You may not assign or transfer these Terms and Conditions (or the rights and licenses granted hereunder). We may assign these Terms and Conditions (or the rights and licenses granted hereunder) to any third party without restriction. Nothing in these Terms and Conditions confers any right rights for any third party. These Terms and Conditions are exclusively governed by either (i) Dutch law if these Terms and Conditions are between you and Ultimaker B.V. or (ii) the laws of the Commonwealth of Massachusetts if these Terms and Conditions are between you and Ultimaker USA, Inc.. Conflict of law principles and the Vienna Convention on the International Sale of Goods do not apply. Any dispute that may arise in connection with these Terms and Conditions, including any disputes with respect to its existence and validity, and/or your use of Ultimaker Essentials shall be submitted exclusively to the jurisdiction of (i) the court of Amsterdam, the Netherlands if these Terms and Conditions are between you and Ultimaker B.V. or (ii) the competent courts of the Commonwealth of Massachusetts, if these Terms and Conditions are between you and Ultimaker USA, Inc.