CUSTOMER TERMS OF SERVICE

LAST UPDATE OF THIS TERMS OF SERVICE - [02/03/2021]

Welcome to Precisto! This Customer Service Terms of Services (the “Terms”) is made and entered into between Precisto Inc. (“Precisto”) and you (“You” and “Your”), as of the date You accept this Agreement as provided in this preamble and governs your access to and use of Precisto website, Precisto.ca (the "Site") and the products and services that are offered by Precisto, including accessing and ordering of Precisto's manufacturing services ("Services").

PLEASE READ THIS TERMS CAREFULLY AS IT CONSTITUTE A LEGALLY ENFORCEABLE AGREEMENT BY AND BETWEEN YOU AND PRECISTO. BY ACCESSING OR USING PRECISTO WEBSITE (the “WEBSITE” and “Site”), COMPLETING THE REGISTRATION PROCESS YOU REPRESENT THAT 1) YOU HAVE READ, UNDERSTOOD AND AGREED ENTER INTO THIS AGREEMENT 2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH PRECISTO, AND 3) YOU HAVE THE AUTHORITY TO ENTER INTO THIS AGREEMENT PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS USER, AND TO BIND YOUR COMPANY TO THIS AGREEMENT. IF YOU DO NOT AGREE TO BE BOUND BY THIS TERMS, YOU MAY NOT USE THE SITE OR OBTAIN SERVICES FROM PRECISTO.

1. Changes and Updates to the Agreement
The terms of Servuce are subject to occasional revision. If Precisto makes any substantial changes, Precisto may send you an email to the last email address you provided to Precisto (if any). Precisto will also update the “Last Updated” date at the top of this Agreement. The modifications shall be effective immediately upon posting of the modified version on the Site for the new users and it will be effective thirty (30) calendar days after posting or providing notice of such changes on the Site for existing users (whichever is earlier). Precisto may require you to provide consent to the updated Terms in a specified manner before further use of the Site and/or Services is permitted. If you do not agree to any changes after receiving a notice of such changes, you shall stop using the Site. Otherwise, your continued use of the Site and/or Services shall be deemed your conclusive acceptance of the modified Terms.

2. Account Registration
As a recipient to the Services, you may require to be registered for an account on the Website (“Account”) to use certain features of the Site. During the registration process, You agree to 1) provide true, accurate and complete information about Yourself as prompted by the Websites’ registration form (the “Registration Data”) 2) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. Your registration is not transferable to another entity or person and You are responsible for all activities that occur under Your Account. You agree to immediately notify us of any unauthorized use, or suspected unauthorized use of Your Account or any other breach of security. Precisto reserves the right to cancel your account and your right of access to the Website if Precisto determines Your use is fraudulent, is suspected of being fraudulent or is for an unlawful or illegal purpose or otherwise contravenes any applicable law or regulation.

3. Ordering Process
3.1. Request for Quote and Acceptance​
Once you have registered, if you wish us to accept an Order for us to manufacture a product based on your Specifications (as defined below) (collectively, the "Product"), you must: 
a) Request for Quote through the Site. ​
b) Upload your CAD model in an acceptable format.
c) Provide a description of your products and detailed product specifications.
d) Provide the desired quantity of Products to be produced with preferred delivery date.
If Precisto accepts your Request for Quote, we will provide a Quote to the email address you have provided us before and it will also be accessible through your Account on the Site. Each quote includes an estimate of the Fees to manufacture Product(s) according to the Specifications provided by you along with the proposed delivery date, the shipping terms, and taxes. No contract to manufacture any Part exists until Precisto acknowledges your acceptance of its Quote by a confirmatory email or other appropriate means of communication, as determined by Precisto in its sole discretion.
3.2. Specifications​
Upon acceptance of Precisto's Quote, Precisto will, subject to the terms herein, manufacture, or have manufactured, the Part(s) in accordance with the Specifications related to the Part(s) and to the tolerances as set forth in the Quote (except if located in the Notes section). You are solely responsible for ensuring that the Specifications in the Quote and other information you submit in your order is accurate and complete before paying for it. YOU MAY NOT AMEND OR MODIFY THE SPECIFICATIONS after YOU HAVE PLACED YOUR ORDER.
3.3. Cancellations​
SINCE EACH ORDER IS CUSTOM MANUFACTURED, YOU MAY NOT CANCEL AN ORDER ONCE IT HAS BEEN PLACED. In case of termination, Precisto does not issue any refunds after you have accepted the Quote. Precisto may, at any time and upon written notice to you, cancel and/or modify a Work Order after it has been issued due to a) a defective file which contains the Specifications, b) the Product is not manufacturable, as determined by Precisto, c) that there are no Manufacturing Partners available to fulfill your Order, or d) other reasonable reasons, as determined by Precisto. In such case, Precisto will reimburse you all monies paid for such Part, if any.
3.4 Subcontracting & Manufacturing Partners
You acknowledge and agree that Precisto will either manufacture, or subcontract any order you place to have the Products manufactured. As such, you acknowledge and agree that Precisto may share your Specifications with our Partners in order to process and manufacture your Products. You will not have any obligation to pay any Partner directly.
3.4 Prohibited Products
You strongly acknowledge and agree that you will not violate any applicable laws, contract, intellectual property or other third party right or commit a tort, and you are solely responsible for your conduct while using our Site and Services. Precisto maintains the right to cancel any order that is deemed illegal or designed to harm human beings, or which Precisto otherwise deems inappropriate in its sole discretion. As such, Precisto prohibits the use of its Services to manufacture Parts designed for use or integration into firearms for such Parts that require any fedral, state or local licenses to manufacture. 

4. Delivery and Acceptance
4.1 Delivery​
Upon completion, all Products shall be delivered Ex-Works (Incoterms 2010) to the destination specified in the Quote, and will be packaged in an adequate manner to protect and preserve the Product. Unless otherwise stated in Quote, Precisto shall not be liable for any costs, expenses or damages incurred as a result of any Force Majeure, including any delay caused by the shipper or any other cause beyond Precisto's reasonable control. Additional fees may apply for any alternate shipping methods and/or shipping insurance.
4.2 Acceptance and Returns​
If any of the Products delivered do not conform to the given Specification, Precisto perform the Services again or replace or repair the non-conforming Deliverables in order to bring them into full conformity with the Specification at our sole cost and expense, provided a) You return the non-conforming Part(s) to Precsito within seven (7) business days of your notice of non-conformance, and b) Precisto reasonable confirms such non-conformity. No request and/or returns will be accepted by Precisto unless you have notified Precisto within seven (7) business days following the delivery of the Part (the "Warranty Period"). If you fail to contact Precisto within the Warranty Period, Precisto shall have no further obligations with respect to such Part and ALL SALES WILL BE DEEMED FINAL AND SUCH PARTS MAY NOT BE RETURNED TO PRECISTO.

5. Pricing, Payment Terms and Taxes
5.1 Payment​
You agrees to pay Precisto in accordance with the payment terms on the invoice received by You for the Products and/or Services provided to you. Unless otherwise expressly agreed in advance by Precisto, all invoices are due thirty (30) days after the date of invoice. Precisto reserves the right to require payment in advance for certain orders. A valid credit/debit card or PayPal account is required to make payment. By Providing Precisto with your credit card number and associated payment method, You hereby a) represent and warrant that you are authorized to use and have Fees charged to the credit/debit card number you provide and, b) agree that Precisto may charge the credit/debit card  immediately for all fees and charges due and payable to Precisto. You agree to immediately notify Precisto of any change in your billing address or the credit card used for payment hereunder. You must resolve any problem we encounter in order to proceed with your order. All invoices not paid in fully within thirty (30) day period shall bear interest at the rate of 1.5% per month or the highest permitted by law, whichever is lower, from the date such amount is due until finally paid. Precisto reserves right to change the structure and amount of its fees at any time either by posting on website or by email delivery to you. 
5.2 Taxes and Costs​
You acknowledge that all costs, taxes, duties, tariffs and charges related to fulfilling any Order shall paid by you, unless otherwise agreed to Precisto in writing, including value added taxes, duties, tariffs or other governmental or regulatory charges in any country from the performance of the Services, except for taxes related to Precisto's net income.

6. Intellectual Property Rights, Limited Purpose License and Ownership
Subject to the terms herein, Precisto grants you a limited, revocable, non-exclusive license to use the Site for your personal or internal business purposes. You acknowledge that Precisto’s pricing algorithms, methods, processes, report formats, the Site and all content therein and all worldwide Intellectual Property Rights (as defined below) in each of the foregoing, are the exclusive property of Precisto and its licensors. You agree not to, except as expressly authorized and only to the extent established by applicable statutory law, attempt (or permit others) to decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or discover any underlying ideas and concepts, algorithms, data structures, methods, processes by any means. 

By uploading, providing or submitting any information to the Site, you grant Precisto a non-exclusive, perpetual, royalty free, fully paid-up, sub licensable (to our Manufacturing Partner), right and license to reproduce, publicly perform, publicly display, and use your Content for the purposes of creating your order, and to provide you any other Services you request. You warrant and represent that you own or otherwise control all the rights to any information you submit to Precisto through the Site and/or by email. You are solely responsible for your Content that you upload to the Website. You further warrant and represent that you are the owner and/or you have obtained the rights necessary to grant Precisto granted herein use without any violation of any intellectual property rights, or payment by Precisto of any amounts to any third party. If Precisto, in its sole commercial discretion, determines that the Specifications you submit to the Site infringes upon the intellectual rights of any third party or breach any contract or legal duty to any other parties or violate any applicable law, Precisto reserves the right to either not manufacture the Part(s) based on your Specifications.

7. Disclaimer of Warranties
EXCEPT AS EXPRESSLY OTHERWISE PROVIDED HEREIN, THE PARTS PROVIDED BY PRECISTO PURSUANT TO AN ORDER SUBMITTED ON THE SITE AS WELL AS THE SITE AND SERVICES, AND ALL INFORMATION AND CONTENT THEREIN, ARE PROVIDED ON AN "AS IS" BASIS, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES THAT THE PROVIDED PARTS OR THE USE OF THE SITE OR SERVICES ARE FREE OF DEFECTS, MERCHATABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. PRECISTO EXPRESSLY DISCLAIM ANY AND ALL WARANTIES, REPRESENTATIONS, OR CONDITIONS OF ANY KIND, WHETHER WRITTEN, ORAL, EXPRESS, IMPLIED OR STATUTORY, FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, ECONOMIC, LOST PROFIT OR EXEMPLARY DAMAGES THAT MAY BE INCURRED BY YOU OR OTHERS IN CONNECTION WITH THE SITE, THE SERVICES, ANY PARTS PROVIDED BY PRECISTO.

8. Indemnification By You
You agree to and does hereby defend, indemnify and hold harmless Precisto and their Affiliates, successors, assigns, directors, officers, agents and employees (“Precisto Indemnitees”) from and against any and all liabilities, demands, losses, damages, costs, expenses, fines, amounts paid in settlements or judgments, and all other reasonable expenses and costs incident thereto, including reasonable attorneys’ fees (collectively referred to as “Damages”) arising out of or resulting from: a) Any breach by you of any undertaking, warranty, representation or agreement contained herein, b) You or your Representative’s wrongful act or omission, negligence or willful misconduct, including but not limited to failure to comply with the Requirements; c) You or your Representative’s infringement, misappropriation or violation of any Intellectual Property Rights of a third party (except to the extent caused by your strict compliance with the Specifications).  Part of your indemnity obligation will be to compensate Precisto for any incidental or consequential losses, and refund to Precisto the amount paid for such infringing Products. Precisto reserves the right, at Your expense, to assume the exclusive defense and control of any matter for which You are required to indemnify us, and You agree to cooperate with our defense of these claims. You agree not to settle any matter without our prior written consent. We will use reasonable efforts to notify You of any such claim, action or proceeding upon becoming aware of it.

9. Terms and Termination
The term of this Agreement, unless sooner terminated in accordance with this Agreement, shall remain in full force and effect from the date when You accept it (as described in the preamble above).
9.1 Termination by You
The Agreement may be terminated by You at any time by notifying Precisto and closing any outstanding account for the Services that you use. The termination notice should be sent, in writing, to Precisto’s address set forth below.

9.2 Termination by Precisto
Precisto has right to, immediately and without notice, suspend or terminate this Agreement, without any liability to Precisto or any third party, if: a) You fail to perform any provision of this Terms, and such failure continues uncured for a period of thirty (30) days after the date of notice to You from Precisto or the company identifying the breach; b) any insolvency, bankruptcy, assignment for the benefit of creditors, appointment of a trustee or receiver or similar event with respect to You has occurred; c) any governmental prohibition or required by law (e.g., where the provision of the Site, or the service is, or becomes, unlawful); or (v) if any violation of an applicable law, rule or regulation by You has occurred. If this Agreement is terminated for cause, then You shall not receive any further compensation and any rights to then unpaid compensation shall immediately revert back to Precisto.

9.3 Effect of Termination
Notwithstanding any termination of this Agreement includes deletion of password and all related information, files and content associated with or inside Your Account. All provisions of this Agreement which by their nature should survive, shall survive termination, including without limitation, warranty disclaimers, indemnification.

10. General Provisions
Assignment: You shall not assign any rights of this Agreement or any Deliverables provided under this Agreement, and no assignment shall be binding without the prior written consent of Precisto. Any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

Independent Contractors: This Agreement does not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between Precisto and You. You agree that Your relationship to Precisto is that of an independent contactor.

Severability: If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision will be deemed null and void, and the remaining provisions of this Agreement will remain in effect.

Force Majeure:  Neither Party shall be liable for any failure to perform under this Agreement when such failure is due to causes beyond that Party’s reasonable control, including, but not limited to, acts of state or governmental authorities, acts of terrorism, natural catastrophe, fire, storm, flood, earthquakes, accident, and prolonged shortage of energy.

Electronic Communication: The communications between you and Precisto use electronic means, whether you visit the Site or send Precisto e-mails, or whether Precisto posts notices on the Precisto website or communicates with you via e-mail. For contractual purposes, you (a) consent to receive communications from Precisto in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Precisto provides to you electronically satisfy any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect your statutory rights.

Entire Agreement: This Agreement contains the entire agreement between the Parties and supersedes any previous understanding, commitments or agreements, oral or written.
11. Contact Us
if you have any questions about these Terms, please contact us at: sales@precisto.ca