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Terms & Conditions

Last Updated: 1/10/2025​

1.1    Intellectual Property

 

All intellectual property belonging to each of the parties at the Effective Date, will remain the exclusive property of that party. All intellectual property developed by either party in performance of its obligations under this Agreement [shall remain the sole property of the party that developed it], [however the developing party hereby grants the other party a non-exclusive global, royalty-free license in perpetuity to use the intellectual property without the right to sublicense, manufacture, modify, or copy it], [shall inure to the sole benefit of Buyer]. You further agree that you will not directly or indirectly reverse engineer, decompile, or disassemble Deliverables, including software and firmware included in Deliverables, except as may be expressly permitted in this Agreement or in the case of open-source software and the applicable open source license.

Unless agreed in writing, the sale of the Deliverables will not confer on You any license, express or implied, under any patents, trademarks, trade names, or other proprietary rights owned or controlled by We Build Machines, and the parties acknowledge that all the rights not expressly granted herein are reserved to Us.  You will not, without Our prior written consent, use any trademark or trade name of We Build Machines in connection with any of the Deliverables, other than with respect to the resale of the Deliverables.

If software is provided by Us under this Agreement either on a stand-alone basis or as object code and/or firmware contained in a hardware Deliverable, You agree that (i) such software is licensed on the terms contained herein and not sold. Any access to hosted services (e.g., SaaS services) provided under this Agreement is provided on the terms and conditions available in such hosted service.

Notwithstanding anything herein to the contrary, You grant Us the perpetual, royalty free right to identify You as one of Our customers, and include Your name, logo, and subject to contractual obligations of confidentiality, images of equipment and deliverables produced by Us for You in promotional materials including on the internet and social media. 

1.2    Confidentiality

 

All non-public, confidential, or proprietary information of We Build Machines, including but not limited to trade secrets, intellectual property, business information, specifications, samples, patterns, designs, plans, drawings, documents, data, business operations, customer lists, pricing, discounts, and rebates, that are disclosed to You, in any form or media, whether identified as “confidential,” or as should be reasonably understood to be confidential based on the nature of the information and the context under which it was disclosed, is strictly confidential and may not be disclosed to any person without Our written consent. If We request, You will return all confidential documents and other materials received from Us. We will be entitled to injunctive relief for any violation of this Section, without having to post bond or establish the insufficiency of a remedy at law. This Section does not apply to information that You can show was: (a) in the public domain, through no fault of Yours, at or subsequent to the time such confidential information was disclosed to You by Us; (b) rightfully known by You free of any obligation of confidence at the time of disclosure to Us by You; or (c) rightfully obtained by You from a third party where the disclosure of which does not constitute a violation of an obligation by such third party to Us, each as evidenced by written records.

1.3    Delivery, Risk Loss, Inspection

 

Unless stated otherwise, You agree to take delivery of Deliverables at Our facilities in Richmond, CA within fifteen (15) days of notice that they are ready.  The risk of loss transfers to You when the items are loaded onto Your carrier at Our facilities. Whether or not You collect the Deliverables within these fifteen (15) days, Final Acceptance will be understood to take place and final payment will be invoiced thirty (30) days later. Also, Deliverables not collected within those fifteen (15) days will incur a storage charge of $50 per pallet space per month or part of a month.

You agree to inspect the Deliverables within fifteen (15) days following delivery. If You do not notify Us of any nonconformity, including a detailed explanation, within that time, the items will be deemed accepted. 

If You do notify us of a nonconformity during that time, We will, at Our choice, either: (i) replace the nonconforming items with conforming items, or (ii) credit or refund the purchase price for the nonconforming items, along with any reasonable shipping and handling expenses incurred by You.

You are responsible for complying with, and assuring Us of your compliance with, applicable US and foreign laws including all relevant export and sanctions laws.

You acknowledge and agree that the remedies in this Section are Your only remedies and Our only responsibility regarding nonconforming items.

 

 

1.4    Limited Warranty

 

For 12 months from the date of delivery (“Warranty Period”), We Build Machines warrants that at the time of delivery the system will have been constructed of good materials and free of defects in design and manufacture. If such a defect is identified during the Warranty Period, We will, at our choice, repair, replace, or refund the original cost of any part of the system that is found to have been defective.

This warranty does not cover consumables, normal wear and tear, or any damage or deterioration occurring after delivery. The warranty also does not cover any damage, deterioration, or malfunction resulting from or associated with parts or materials supplied by You to We Build Machines.

This Limited Warranty is expressly conditioned on Your having paid the full purchase price, Your giving Us written notice of the defect, including a reasonable description, within ten (10) days of the time when You discover or should have discovered the defect, and You returning the equipment to Our facilities. 

1.5    Limitation of Liability

 

We Build Machines is committed to the safety and protection of users of machinery delivered to our customers.  As due diligence, We Build Machines will involve You in design reviews and address safety cases in which You will have sufficient input so that the final product both satisfies requirements and can be operated safely.  It is assumed that You have superior knowledge of the purpose and manner of use of this equipment, and the skill level and training of the operators, and are in the best position to anticipate how this equipment will be used or misused. Therefore, You agree to make all decisions regarding safety features of the equipment and to, indemnify, defend and hold We Build Machines and Our officers, directors, agents, and employees, harmless from and against any and all claims, losses, damages, costs, and expenses suffered or incurred arising in any way from: (i) any acts or omissions by You or your representative, relating to the design, Your purchase, handling, transportation, export, re-export, re-transfer, import, possession, use, demonstration, marketing, sale, disposition, distribution or maintenance of Deliverables; (ii) the improper use or disclosure of Our intellectual property, including trademarks, patents, copyrights and proprietary marketing and business systems information; (iii) any intentional misconduct or negligent act or omission by You, Your employees, or Your agents; (iv) any contractual obligation assumed by You toward a third-party; (v) any misuse or modification of Deliverables by You or Your employees or agents; or (vi) Your failure to comply with any law applicable to these terms and conditions or the performance of Your obligations hereunder.

 

1.6    Exclusion of Damages

 

We Build Machines makes no other representations or warranties of any kind with respect to the Deliverables and services. We disclaim all other warranties, like implied warranties of merchantability, satisfactory quality, fitness for a particular purpose, title, or non-infringement, and any warranty related to any course of performance, course of dealing, or usage of trade.

We Build Machines will not be liable, regardless of the legal basis for the claim, for any special, incidental, indirect, consequential, liquidated, or punitive damages or for any damages for lost business, use, revenue or profits, or lost data or other losses arising from viruses, ransomware, cyber attacks, or failures or interruptions to network systems, arising out of this contract or the use or misuse of the Deliverables, even if We are aware of the possibility of such damages. And in no event will We Build Machines total liability under this Agreement be more than the total amount of money paid by You to Us under this Agreement.

1.7    Force Majeure

 

We Build Machines shall not be liable nor in breach of Our obligations if Our performance is delayed or hindered due to causes beyond our reasonable control, including, but not limited to, acts of God, fires, floods, or other natural disasters, terrorism, armed conflict, public health risks, insurrection, civil disturbances, acts or omissions of Buyer or Buyer’s suppliers or agents, any act by any governmental authority, accidents, labor disputes, the unavailability or shortage(s) of labor, energy, materials, production facilities, transportation, failures or interruptions to network.

1.8    Governing Law

 

All claims, disputes, and controversies arising out of or relating this Agreement, (“Dispute”), shall be resolved through arbitration administered by JAMS with a single arbitrator agreed to by the Parties and in accordance with the Comprehensive Arbitration Rules and Procedures of JAMS (“Rules”), as modified by the rules and procedures set forth below. The award rendered by the arbitrator(s) shall be final and binding on the Parties, except that either Party may appeal an award with respect to a Dispute where the total value exceeds $1,000,000 (one million US dollars) as set forth below. The site of the arbitration shall be San Francisco, California. The arbitration shall be governed by the Federal Arbitration Act, 9 U.S.C. §§ 1-16, and judgment upon the award rendered by the Arbitrator may be entered by any court of competent jurisdiction. The costs of the arbitration shall be borne equally by the Parties.

This Agreement shall be governed by and interpreted in accordance with the laws of the State of California, without regard to its conflict of law rules.  The United Nations convention on contracts for the international sale of goods does not apply to these terms or the documents related hereto and is hereby expressly disclaimed by We Build Machines and Buyer.

1.9    Payment

 

All amounts are due without set off on invoice. Any unpaid amounts will accrue interest at the lesser of one and one-half percent (1.5%) per month and the maximum rate permitted by applicable law, plus Our reasonable costs of collection. We may suspend delivery of any Deliverable or services if You fail to pay any amounts by the applicable due date and the failure continues for five (5) days. We must be notified of any invoice disputes within twenty-one (21) days of the date of invoice, in which case We will work together with You in good faith to resolve the disputes within 21 days of the dispute notice.

1.10  Change Orders

 

Costs are based on project requirements as communicated at the time of drafting the quote or proposal.  As scope diverges from that which is agreed upon, change orders may be necessitated.  Should this situation arise, a change order indicating effects on cost and schedule will be drafted and submitted to You for approval. 

1.11  Termination and Cancellation

 

If You decide to terminate a project prior to completion, and without cause, We Build Machines requires written notice of project cancellation.  In that event, You shall pay a cancellation penalty to We Build Machines, which shall be calculated as the upcoming payment milestone which has not been invoiced previously.

You and We Build Machines acknowledge that the cancellation penalty is a reasonable estimate of the damages that We Build Machines would incur as a result of the cancellation. You agree to pay the cancellation fee immediately after notice of project cancellation.

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