End User Licensing Agreement
THIS END USER AGREEMENT ("AGREEMENT") IS ENTERED INTO BETWEEN PROTOS LABS PTE. LTD., A COMPANY INCORPORATED IN SINGAPORE WITH REGISTERED OFFICE AT 75 AYER RAJAH CRESCENT, #02-06, SINGAPORE 139953 ("PROTOS LABS") AND YOU ("CUSTOMER”). BY EXECUTING AN ORDER OR OTHERWISE ACCESSING OR USING THE NEXUS PLATFORM (THE "PLATFORM"), CUSTOMER AGREES TO THE TERMS OF THIS AGREEMENT.
Protos Labs reserves the right to update or modify this Agreement at any time. Material changes will be communicated via email or prominently posted on the Protos Labs website (www.protoslabs.io). Continued use of the Platform constitutes acceptance of these changes.
1. GRANT OF LICENSE
1.1 Subject to the terms and conditions of this Agreement and the applicable Order signed by both parties (the "Order"), Protos Labs grants Customer a limited, non-exclusive, nontransferable, revocable Managed Service Provider (MSP) license to use the Platform to deliver managed services to its own end clients ("End Clients") during the Term.
1.2. "Platform" includes Protos Labs’ proprietary software, documentation, updates, upgrades, and related materials provided under this Agreement.
2. RESTRICTIONS
Customer shall not: (i) Modify, create derivative works from, reverse engineer, decompile, or otherwise attempt to access the source code of the Platform; (ii) License, sublicense, sell, resell, rent, lease, transfer, distribute, or otherwise commercially exploit or make the Platform available to any third party other than permitted End Clients; (iii) Exceed usage limits specified in the Order; (iv) Remove any copyright, trademark, or proprietary notices from the Platform; (v) Use the Platform to violate laws or infringe upon the rights of third parties; (vi) Allow unauthorized third-party access or use; (vii) Conduct benchmarking or competitive analysis of the Platform without Protos Labs’ written consent.
3. FEES AND PAYMENT
While basic use of the Platform is free, certain features, services, or content may require payment ("Paid Services"). By accessing or using any Paid Services, Customer agrees to pay fees according to the pricing and payment terms specified in the Order. All fees shall be paid in SGD unless otherwise specified, within thirty (30) days of the invoice date. Fees are exclusive of applicable taxes, duties, or similar governmental charges, which shall be the Customer’s responsibility. Late payments incur interest at 1.5% per month or the highest rate allowed by law, whichever is lower.
4. CONFIDENTIALITY
"Confidential Information" includes the Platform, documentation, Order details, and any proprietary data disclosed by Protos Labs. Customer agrees to use Confidential Information solely for purposes under this Agreement and to protect it using reasonable care, disclosing it only to employees with a need to know and subject to confidentiality obligations.
5. INTELLECTUAL PROPERTY
All intellectual property rights in the Platform and documentation remain exclusively with Protos Labs. Customer receives no ownership rights. Feedback provided by Customer becomes the property of Protos Labs for unrestricted use.
6. NO WARRANTIES
The Platform is provided “as is,” with all faults, and Protos Labs makes no express or implied representations or warranties, of any kind related to the Platform or the materials contained on the Platform. Additionally, nothing contained on the Platform shall be construed as providing consult or advice to you.
7. LIMITATION OF LIABILITY
In no event shall Protos Labs, nor any of its officers, directors and employees, be liable to you for anything arising out of or in any way connected with your use of the Platform, whether such liability is under contract, tort or otherwise, and Protos Labs, including its officers, directors and employees shall not be liable for any indirect, consequential or special liability arising out of or in any way related to your use of the Platform.
8. INDEMNIFICATION
Customer agrees to indemnify, defend, and hold harmless Protos Labs from and against claims, liabilities, losses, damages, and costs (including reasonable legal fees) arising from Customer’s misuse of the Platform or breach of this Agreement.
9. TERM AND TERMINATION
The term of this Agreement is specified in the Order ("Term"). Protos Labs may terminate immediately for breach by Customer. Upon termination, Customer’s license rights cease immediately, and Customer must destroy or return all copies of the Platform and Confidential Information.
10. PRIVACY
Protos Labs’ privacy practices are governed by its Privacy Policy available at www.protoslabs.io/privacy-policy, incorporated herein by reference.
11. GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of Singapore. The parties submit to the exclusive jurisdiction of the courts of Singapore. This Agreement, together with the Pricing and Licensing Schedule, constitutes the complete and exclusive agreement between the parties and supersedes all prior understandings and agreements, whether oral or written.
IN WITNESS WHEREOF, the parties have executed this Agreement through their duly authorized representatives.
Effective Date: 20/5/2025
Last Updated: 20/5/2025
