Legal - Developer Program Payment Terms

EFFECTIVE DATE: APRIL 18, 2016

All payment transactions through an Application must take place through the payment transaction tool provided by MakerBot (“Payment Transaction Tool”). We have created the Payment Transaction Tool in order to facilitate the transaction whereby Developers charge fees for the services they offer through an Application (each charge a “Transaction”). Capitalized terms used but not defined herein have the meanings ascribed to them in the MakerBot API License Agreement, the MakerBot Terms of Use and the Dispute Policy, which are all incorporated by reference in these “Developer Program Payment Terms”.

a. Payment Transaction Tool

The Payment Transaction Tool is enabled via third-party payment processor providers. You will be required to set up a payment account (“Payment Account”) and enter bank or credit card information in order to facilitate Transactions. All Payment Accounts are held and expressed in United States Dollars; if your Transaction was in a different currency, proceeds from the Transaction will be converted at the time of the Transaction according to the terms of the third-party payment processor provider. You acknowledge and agree that MakerBot shall not be deemed liable or responsible for the acts or omissions of such third-party payment processor providers.

b. Developer Service Fee and Pricing

Price-setting in Application is governed by the following rules:

i. Whenever a Transaction is completed, applicable fees will be associated and assessed to that Transaction, at the time of Transaction will be first deducted from the funds received for such Transaction. MakerBot will then credit the proceeds from that sale, less MakerBot’s service fee (“Service Fee”) as specified on the MakerBot developer portal, and which may change from time to time, to your Payment Account.

ii. Your pricing through the Application must be consistent with your pricing outside of the Application.

c. Taxes

i. Transaction Taxes.It is your sole responsibility to determine what, if any, taxes apply to your Transactions based on the applicable taxes in your location, and it is your sole responsibility to collect, report and remit the correct tax to the appropriate tax authority. MakerBot is not responsible for determining whether taxes apply to your Transactions, or for collecting, reporting or remitting any taxes arising from any Transaction with or by you and a User. You may be asked to provide MakerBot with a valid Tax Identification Number for tax reporting purposes. An IRS Form 1099 may be issued in your name for the value of your Transactions made. Notwithstanding anything else in the API License Agreement and these Developer Program Payment Terms, you shall be, and will remain, registered for sales, use and other similar tax collection purposes in all states and localities in which you are required to be so registered in connection with your Application, and shall be responsible for paying any and all sales, use or any other taxes related to your Application and/or your goods and services.

ii. Withholding Taxes and Tax Levy. MakerBot may be required by tax authorities to withhold taxes on your behalf. MakerBot reserves the right to deduct any such taxes from amounts due to you and to remit them to the appropriate tax authority. MakerBot may also be required to report the withholding tax payments to the tax authorities. In the event MakerBot receives written notice of a validly issued state or federal tax levy relating to past-due taxes owed by you, MakerBot may, in accordance with applicable law, deduct any such amounts owed by MakerBot to you.

d. Payment Transaction Tool General Guidelines

i. All Transactions must take place through the Application.

ii. You must only use the Payment Transaction Tool expressly authorized by MakerBot.

iii. Your Application shall not make a non-authorized third party payment tool available to your Users.

iv. You must not incentivize Users to transact outside of the Ecosystem.

v. You may not conduct a Transaction for which the promotion or execution is unauthorized or prohibited by MakerBot.

vi. Except as a method of purchasing within your Application in accordance with these Payment Terms or with our prior written authorization, you may not sell, trade, or exchange electronic value with any third party, nor may you enable or allow others to do so, in connection with the Developer Program.

vii. You will not use or disclose any User’s payment information obtained from us for any purpose other than to complete the Transaction for which the payment information was obtained.

viii. You may offer supplemental terms and conditions in conjunction with your sales; however they may not conflict with any applicable MakerBot policy or agreement.

ix. You may not engage in a Transaction with a minor. You agree that any Transaction with a minor may be voidable by applicable law and subject to a refund from your Payment Account.

e. Developer Fees

i. You can charge any fee (“Fee”) you deem appropriate for your services, so long as that Fee is above a minimum of $1 USD. MakerBot reserves the right to require a Developer to change Fees that MakerBot deems prohibitive or improper for goods and services offered through the Developer Program.

ii. Your Fees must be expressly communicated to the User in writing prior to purchase. You shall not cause a User to incur any Fee that was not presented to the User prior to purchase.

iii. If we provide refunds or other compensation to a User, or incur any additional other fees or costs to a third party, as a result of either:

(i) the User’s Transaction with you or

(ii) any claims made by third parties arising from your products or services,

(iii) fraudulent use of the Payment Transaction Tool arising from your products or services (including, but not limited to, instituting unfounded bank chargebacks), or

(iv) any other misuse of the Payment Transaction Tool arising from your products or services then you agree that we may recover from you such funds or other compensation directly from your Payment Account.

f. 30-Day Escrow Period

Every Transaction will be subject to a 30-day escrow period, which begins on the day of the Transaction (“Escrow Period”). After the Escrow Period, the balance in a Payment Account will be released by MakerBot on the first of every month (“Payout”). During the Escrow Period, Fees are withheld from Payout. Except to the extent there is an open Dispute (as defined below) on the Payout in the Payment Account or an open investigation by MakerBot on any of the Transactions within the Payout, after the Escrow Period has elapsed, Payout will be released to the Developer.

g. Tips

A Tip is the payment amount that Designers or Users request and deem appropriate for the usage or download of their Design or User Content and are referred to as “Tips”. If a Transaction is associated with a Tip, any transaction fee applied to the Tip will be deducted from the Developer’s Payout.

h. Disputes

During the Escrow Period, a User can open a dispute case by requesting a refund for any product or service (“Dispute”). All Disputes will be resolved in accordance with the Dispute Policy.

i. Payout Rules

i. Payouts will only be made on balances that have completed the Escrow Period. A Payout can only be made if your current banking information and any other information needed to make the payment on record, including, if required, identification and tax and business formation documentation, has been properly entered through the Payment Transaction Tool.

ii. Payouts will be redeemed only in United States Dollars.

iii. We may delay a Payout related to any investigation we are conducting.

iv. We may permanently withhold a Payout or portion thereof that we believe was earned due to any breach of any MakerBot Policy, or that was transferred based on fraudulent or illegal Transactions, or that was alleged by an Application User to have been transferred without his or her consent, or that resulted in returned, undelivered, rejected, or defective goods or services or Transactions.

v. As further described in Section (c) of these Developer Program Payment Terms, it is your responsibility to remit all duties, taxes (including without limitation sales tax and VAT), and other fees that apply to your Transactions, including the Payout. MakerBot complies with tax and legal informational reporting requirements in various jurisdictions and may be required to deduct sales tax or VAT from the proceeds of a Transaction.

vi. If we are unable to make a Payout because valid payment information or, where required, valid identification information, was not provided to us, we may terminate your ability to use the Payment Transaction Tool in accordance with applicable law.

j. Other Terms

i. Payment Error by MakerBot. If MakerBot makes a Payout to you in error, you are liable for the full amount of that Payout. You agree to reverse the payment associated with that Payout or to permit MakerBot to reverse the payment. You must provide written notification of any disputed Payout within thirty (30) days of receipt of the associated payment. Failure to do so constitutes a waiver by you of any claim relating to the Payout.

ii. API Cost. The APIs are currently provided for free, but MakerBot reserves the right to charge for the APIs in the future.

iii. No Liability. We will not be liable to you for any damages for loss of prospective profits or otherwise, or for any unanticipated expenses you incur in connection with your use of Payment Transaction Tool. MakerBot does not offer banking services. You will not earn interest on your Payment Account. Payment Accounts are not insured by any entity or insurance scheme, whether governmental or private.