3D PRINT MODEL USER LICENSE AGREEMENT

This 3D Print Model User License Agreement (“Agreement”) governs access to and use of the 3D model file and related digital assets (collectively, the “Model”).

Mayfly Group Holdings, LLC (“Mayfly”) is the sole and exclusive owner of all right, title, and interest in and to the Model and all intellectual property embodied therein, including without limitation all copyrights and any issued or pending design patents.

Ross Automatics, LLC (“Licensor”) is an authorized licensee of Mayfly and is granted the right to sublicense limited rights to end users under the terms set forth herein.

By clicking “I Agree” and downloading the Model, the end user (“Licensee”) agrees to be bound by this Agreement. 

1. Ownership of Intellectual Property

All intellectual property rights in and to the Model, including the 3D file, digital assets, printed embodiments, and any patented or patent-pending designs embodied therein, are and shall remain exclusively owned by Mayfly.

Nothing in this Agreement transfers any ownership rights to Licensee or to Licensor. The Model is licensed, not sold.

Mayfly is an intended third-party beneficiary of this Agreement and retains the independent right to enforce its intellectual property rights and the terms of this Agreement directly against Licensee.

The Model and printed embodiments may be protected by one or more issued or pending design patents owned by Mayfly. Except for the limited contractual sublicense expressly granted in Section 3, no rights under any issued or pending patent are granted or implied.

2. Definitions

The following capitalized terms when used in this Agreement shall have the meanings set forth below:

1. “Commercial Use” means any manufacture, sale, offering for sale, advertising, distribution, licensing, marketing, or other exploitation of the Model or any printed embodiment for monetary compensation, business advantage, or commercial benefit.
2. “Non-Commercial Use” means use solely for Licensee’s personal, private, non-business purposes, with no direct or indirect commercial intent or benefit.

3. Grant of Limited License

Subject to Licensee’s full compliance with this Agreement, Licensor grants Licensee a limited, non-exclusive, non-transferable, revocable sublicense to:
(i) download the Model; and
(ii) 3D print physical embodiments of the Model,
solely for Non-Commercial Use.

The rights granted herein are expressly conditioned upon compliance with this Agreement. Any use of the Model or printed embodiments outside the scope of this limited license constitutes a material breach of this Agreement and an infringement of Mayfly’s intellectual property rights.

This license shall automatically terminate upon any breach of this Agreement.

All rights not expressly granted are reserved by Mayfly.

4. Restrictions on Use

a. No Commercial Use

Licensee may not engage in any Commercial Use of the Model or any printed embodiment.

Commercial rights, if any, are separately licensed by Mayfly and are not granted under this Agreement.

b. No Distribution of Digital Files

Licensee may not upload, share, sublicense, transmit, publish, distribute, display, or otherwise make available the Model or any derivative digital file to any third party, whether for compensation or free of charge.

Licensee may not circumvent technological measures or remove proprietary notices embedded in the Model.

The Model may not be: (i) uploaded to any marketplace, repository, or file-sharing platform; (ii) included in any digital bundle or product; or (iii) made accessible to other users through any third-party 3D printing service.

c. No Sale or Distribution of Printed Pawls or Components

Licensee may not sell, offer for sale, advertise, distribute, gift, transfer, barter, or otherwise provide any 3D-printed pawls or other functional components derived from the Model to any third party.

Printed pawls and components are authorized solely for Licensee’s personal use.

Any manufacture, distribution, or transfer of replacement pawls or functional components to any third party for compensation or other value is strictly prohibited and constitutes: (i) material breach of this Agreement; (ii) copyright infringement; and (iii) patent infringement, where applicable.

d. Modifications

Licensee may modify the Model solely for Non-Commercial Use. Modified versions may not be distributed or commercially exploited.

e. No Assignment

Licensee may not assign, transfer, delegate, or sublicense this Agreement or any rights granted herein, whether voluntarily, by operation of law, or otherwise, without the prior written consent of Licensor. Any attempted assignment in violation of this provision shall be void.

5. Disclaimer of Warranties 

THE MODEL IS PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, OR NON-INFRINGEMENT.

Licensee assumes all risk associated with downloading, printing, fabricating, and using any printed embodiment.

6. Limitation of Liability

To the maximum extent permitted by law, neither Mayfly nor Licensor shall be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages arising out of or relating to this Agreement or use of the Model.

To the extent liability cannot be excluded, total aggregate liability shall not exceed the amount paid by Licensee for the Model.

7. Indemnification

Licensee agrees to indemnify, defend, and hold harmless Mayfly and Licensor from and against any claims, damages, liabilities, losses, and expenses (including reasonable attorneys’ fees) arising out of: (i) Licensee’s breach of this Agreement; (ii) any Commercial Use of the Model or printed embodiments; (iii) sale or distribution of printed pawls or components; or (iv) injury or damage resulting from Licensee’s printing or use of the Model.

8. Equitable Relief

Licensee acknowledges that a breach of Sections 3 or 4 would cause irreparable harm to Mayfly and Licensor for which monetary damages would be inadequate.

Mayfly and Licensor shall be entitled to immediate injunctive relief without bond, in addition to all other available remedies.

9. Termination

This license automatically terminates upon any breach of this Agreement.

Upon termination, Licensee must destroy all digital copies of the Model and cease all use of printed embodiments.

Sections 1, 4-14, and any provision which by its nature should survive shall survive termination.

10. Modifications to Agreement

Licensor may modify this Agreement from time to time. Modifications apply prospectively only and shall not affect Models downloaded prior to the effective date of the modification.

Continued use after notice of material changes constitutes acceptance of the revised terms.

11. Governing Law and Venue

This Agreement shall be governed by the laws of the State of Colorado, without regard to conflict-of-laws principles.

Any action arising out of or relating to this Agreement shall be brought exclusively in the state or federal courts located in Colorado. Licensee consents to personal jurisdiction and venue in such courts.

12. Waiver of Jury Trial

TO THE MAXIMUM EXTENT PERMITTED BY LAW, EACH PARTY WAIVES ANY RIGHT TO A TRIAL BY JURY IN ANY ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT.

13. Attorneys’ Fees

In any action arising out of or relating to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees and costs.

14. No Waiver

No failure or delay by Mayfly or Licensor in enforcing any provision of this Agreement shall constitute a waiver of that or any other provision. Any waiver must be in writing and signed by the party granting the waiver.

15. Entire Agreement

This Agreement constitutes the entire agreement between the parties with respect to the Model and supersedes all prior or contemporaneous understandings.