Customer Service Agreement

Last updated: Nov 11, 2022

THIS AGREEMENT INCLUDES A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS AND REQUIRES BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.

The “Customer Service Agreement” (the “Agreement”) is deemed as that is made by and between you (“you” or “your” or “Customer”) and SogaWorks by clicking the “Sign Up” button on the registration webpage of SogaWorks website(the “Site”), finishing the registration procedures, and obtaining SogaWorks account and password. Please read the Agreement carefully. By accessing or using the Site, including making an inquiry, placing an order, clicking on the “I Accept” button, and/or completing the registration process, you represent that.

(1) You have read, understand, and agree to be bound by the Agreement, and would like to use the Site for SogaWorks manufacturing services (“Services”);

(2) You are of legal age to form a binding contract with SogaWorks, and

(3) You are entitled to enter into the Agreement personally or on behalf of the entity you represent. If you do not agree to be bound by the Agreement, you may not access or use the Site or the Services.

SogaWorks uses Your information as described in the Privacy Policy. We fully conform to the regulation of users’ privacy protection. You represent and warrant to us that any data, information, records, and files that You load, transmit to, or enter into the Website will only contain Personal Information, as defined in the Privacy Policy, for which You have provided all necessary notices and disclosures, obtained all applicable third party consents and permissions and otherwise have all authority, in each case as required by applicable laws, to enable us to make available the Services. Please see SogaWorks’ Privacy Policy for information details. SogaWorks’ Privacy Policy is incorporated herein by reference and is a part of the Agreement.

I. SogaWorks Services

1.1Responsibilities When Using the Services. By using the Services, You agree to:

• Comply with all applicable laws and regulations, including, but not limited to, all intellectual property, data, privacy any export control laws including the Export Compliance obligations outlined in Section 17 Below;
• Upload and disseminate only content or information that You own all required rights to under the law, are authorized to disseminate (and are not subject to any confidentiality obligations), and do so only consistent with applicable law and as permitted by any agreements to which You are bound;
• Use reasonable efforts to prevent unauthorized access to or use of the Services;
• Monitor and control all activity conducted through Your Account in connection with the Services; and
• Promptly notify Sogaworks if You become aware or reasonably suspect any illegal or unauthorized activity or a security breach involving Your Account, including any loss, theft, or unauthorized disclosure or use of Your Account.

If Sogaworks has reason to believe that You have failed to comply with the above, Sogaworks may without notice suspend or terminate Your access to the Services and refuse any and all current or future use of the Services (or any portion thereof).

1.2 As a cloud-based platform for processing and manufacturing demands, SogaWorks enables customers to upload their design drawings (demands) for their manufacturing projects. SogaWorks maintains a vendor manufacturing program consisting of a network of third-party processing plants (each, a “Supplier”) capable of meeting your processing demands. By using exclusive pricing algorithms and intelligent matching algorithms, SogaWorks dispatches each order to the most suitable supplier to jointly offer premium processing services for you.

II. Registration

2.1You are required to register for an account (“Account”) to use our Services on the Site. By creating an Account, you agree to

(1) provide true, accurate, current, and complete information about you as prompted in the Site and

(2) maintain and promptly update your Account Information to keep it true, accurate, current, and complete.

2.2 You are responsible for all activities that occur under your account. You shall not share your account or password with anyone, and you agree to

(1) notify SogaWorks immediately of any suspected or confirmed unauthorized use of your password or any other breach of security; and

(2) exit from your account at the end of each session. If you provide any information that is untrue, inaccurate, not current, or incomplete, or SogaWorks has reasonable grounds to suspect that such information is untrue, inaccurate, not current, or incomplete, SogaWorks has the right to suspend or terminate your account and refuse any and all current or future use of the website and service (or any portion thereof).

III. Ordering Process

3.1Inquiry. Before we can accept an order, you must submit a request for a quote by uploading your 3D models and design drawings. You are able to specify detailed product specifications(“Specifications”) such as materials, quantity, surface treatment, and any other special instructions that may affect price, lead times, regulatory matters, and delivery. Our AI quoting will return the price right away for you to review. When a manual quote is required, you will be notified by email when the inquiry is priced by our engineer. You may check your quotation(the “Quote”) via the SogaWorks website too. The quotation is valid for 30 days until any change occurs.

3.2Order confirmation. No part will be produced until SogaWorks acknowledges your acceptance. Once you accept the Quote by placing an order, you are solely responsible for the accuracy and completeness of specifications in the Quote. SogaWorks will, subject to the terms herein, manufacture, or have manufactured the parts following the Specifications. If you need to amend the drawing or relevant information after the order has been placed, you can contact your sales manager, and we will do our best to work with your amendment. You are responsible for the expenses incurred if the processing service for the order has occurred. Since each order is custom manufactured, you may not cancel an order once it has been placed.

3.3SogaWorks cancellation. SogaWorks may, at any time during the quotation, ordering, and manufacturing process, revoke and/or cancel any quote/order, mostly due to technical or other reasons (such as a concern about intellectual property ownership of the design or the legality of the part) to do so. In such a case, SogaWorks will reimburse you all monies paid for such part (if any).

3.4Subcontracting. You acknowledge and agree that SogaWorks may subcontract or otherwise delegate any order to one of its suppliers. As such, you acknowledge and agree that SogaWorks may share your specifications with our suppliers to process and manufacture your order. You will not have any obligation to pay any supplier directly.

3.5 Compliance with legal requirements. You shall guarantee that your design drawings or proposed parts comply with legal requirements. SogaWorks may refuse your processing demand if any breach of legal requirements is found, and SogaWorks will not be responsible for any damages or losses resulting from such breach.

IV. Pricing and Payment

4.1Pricing. Unless otherwise specified, the price quoted with respect to the manufacture of any particular part includes the cost for the services rendered by SogaWorks, and the manufacturing of the part but excludes freight charges and duties, and you are liable for such freight and duty charges.

4.2Payment. Unless otherwise specified, your order will not be processed until you confirm the order and pay for it. You may pay for it online via various ways, including the online payment systems, and corporate account service.

4.3 Suspension of services. SogaWorks reserves the right to suspend the process (including the manufacture and shipment of the part) in the event you fail to pay all outstanding amounts when due, and SogaWorks retains full legal title to the parts until receiving full payment for your order. SogaWorks reserves the right to refrain from additional orders or additional components of an existing order, as long as the outstanding invoices remain unpaid.

V. Order Delays and Returns

5.1Order delays. Unless otherwise specified, SogaWorks informs you of any delay of the order resulting from the drawings during the processing two work days ahead. SogaWorks is not liable for the damages or losses resulting from such delay.

5.2 Warranty period and problems of parts. Please inspect the part carefully after you receive your parts. Please give feedback to SogaWorks in case any inconsistency with your drawings is discovered. SogaWorks will repair or reprocess the inconsistent part for free and be responsible for the freight charges provided (1) you return the inconsistent part to SogaWorks within seven (7) business days of your notice of inconsistency, and (2) SogaWorks reasonably confirms such inconsistency. In case you fail to contact SogaWorks within the warranty period, SogaWorks shall have no further obligations with respect to such section, and all sales will be deemed final, and such part may not be returned to SogaWorks.

VI. Export Compliance

You are hereby on notice that the Export Administration Regulations (“EAR”) (15 CFR. § 730 et seq.) and the International Traffic in Arms Regulations (“ITAR”) (22 CFR § 120-130) impose restrictions on the export of certain technology or technical data listed on the Commerce Control List (“CCL”) or U.S. Munitions List (“USML”). Any data uploaded to the SogaWorks Platform (e.g., Inquiry, Requests for Quote, Specifications) may be accessed by certain non-U.S. parties, including non-U.S. Manufacturing Partners. You agree not to upload to the SogaWorks Platform any technology or technical data that is listed or otherwise controlled on the CCL or USML. By uploading technology or technical data to the SogaWorks Platform you represent and warrant that the uploaded data is not listed or otherwise controlled on the CCL or USML. SogaWorks expressly reserves the right to suspend your access to the SogaWorks Platform in the event of a suspected or actual violation of this Section. You shall promptly notify SogaWorks of any actual or suspected violation of this Section.

VII. Intellectual Property

7.1SogaWorks’ intellectual properties include but are not limited to the database, website design, text contents and charts, software, pictures, videos, music, sounds, and the combination of the above-mentioned, software compilation, and relevant source codes and software (including mini Apps and scripts). SogaWorks has the ownership of the intellectual property rights.

7.2 No part of the above-mentioned materials or contents may be copied, amended, copied, transmitted, or used for any commercial purpose.

7.3 SogaWorks has ownership of all the rights contained in “SogaWorks” and its website (including the business reputation and trademark).

7.4 By agreeing to the Agreement, you voluntarily transfer the copyright of the information in any form you publish on the Site, including but not limited to the rights of reproduction, distribution, rental, exhibition, performance, show, broadcasting, information network communication, film making, adaptation, translation, compilation, and other transferable rights owned by the copyright holder, to SogaWorks. SogaWorks shall have the right to individually file a lawsuit against any subject and obtain the compensation in full. The validity applies to any contents published by you on SogaWorks protected by copyright laws no matter whether such contents are formed before or after the Agreement is signed.

7.5 You shall not illegally use or dispose of the intellectual property rights of SogaWorks or any other party when using the services rendered by SogaWorks.

7.6 You consent to SogaWorks use of your name and logo (and, if applicable, your company’s name and logo) on the Site and our publicly-available printed materials, identifying you (and, if applicable, your company) as a user of the Services. Accordingly, you hereby grant to SogaWorks a non-exclusive, royalty-free, fully paid, irrevocable, worldwide, perpetual license to use, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, publicly perform, and display your name, logo, trademarks, and service marks in all media formats and channels now known or later developed without compensation to you to the extent necessary or convenient for us to exercise the rights granted herein.

VIII. Alteration and Termination

8.1Alterations. SogaWorks shall have the right to alter the Agreement of any service term and operation rule published on the SogaWorks platform and SogaWorks will publish relevant announcements as per specified procedures and ways. It will be deemed that you agree to such alterations if you keep using the services rendered by SogaWorks. You are entitled to terminate your account and stop using the services if you do not agree to the alterations.

8.2 Termination

(a) SogaWorks has the right to suspend or terminate your account and Services if SogaWorks becomes aware of any possible violations by You of this Agreement. In the event SogaWorks determines, in its sole discretion, that You have breached any portion of this Agreement, SogaWorks reserves the right to:

(1) warn You via email that You have violated this Agreement;

(2) delete Content provided by You or Your agent(s) to the Website;

(3) notify and/or send Your Content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or

(4) pursue any other action that SogaWorks deems to be appropriate.

(b) Upon termination of the Agreement, you shall not ask SogaWorks to keep providing any services or fulfilling any other obligations, including but not limited to asking SogaWorks to maintain or disclose any information in the original account for you or transmit any unread or unsent information to you or any third party.

(c)The termination does not affect the observant party’s right to investigate the default party’s liabilities for breach of agreement.

IX. Breach of Agreement

9.1 SogaWorks or you may break the Agreement by violating it, and the defaulting party shall assume the liabilities for breach of the agreement.

9.2 SogaWorks shall have the right to ask you to compensate for the losses of SogaWorks or any supplier arising from any untrue, incomplete, or inaccurate information provided by you.

9.3 In case you violate laws, regulations, or the Agreement and engage in any illegal activities on the SogaWorks website or by using the services, SogaWorks shall have the right to immediately terminate the services, suspend or terminate your account, and ask for compensation hereof.

9.4 In case you interfere with the operation of SogaWorks or the use of other users by using technical measures, SogaWorks shall have the right to immediately suspend or terminate your account.

X. Miscellaneous

10.1 Electronic Communications. The communications between You and SogaWorks use electronic means, whether You visit the Site or send SogaWorks e-mails, or whether SogaWorks posts notices on the Website or communicates with You via e-mail. For contractual purposes, You (1) consent to receive communications from SogaWorks in an electronic form; and (2) agree that all terms and conditions, agreements, notices, disclosures, and other communications that SogaWorks 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.

10.2 Linked Sites. The Website may provide links or access to third-party content, websites, or services. SogaWorks does not endorse any third-party content, websites, services, or systems, or guarantee their quality, accuracy, reliability, completeness, currency, timeliness, noninfringement, merchantability, or fitness for any purpose. Third-party content, websites, services, or systems are not under SogaWorks’s control, and if You choose to access any such content, websites, or services, or to access the Website from such systems, You do so entirely at Your own risk. You acknowledge that You may be required to accept terms of use applicable to third-party content, websites, services, or systems and agree to accept and comply with any such terms of use. The Website may integrate with social networking services. You understand that SogaWorks does not control such services and is not liable for how they operate. While we may provide You with the ability to use such services in connection with the Website, SogaWorks is doing so as an accommodation and, like You, is relying upon those services to operate properly and fairly.

10.3 Assignment. This Agreement, and Your rights and obligations hereunder, may not be assigned, subcontracted, delegated, or otherwise transferred by You without SogaWorks’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void.

10.4 Force Majeure. Neither party shall be liable for any delay or failure to perform (excluding payment obligations) resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, pandemics, government-ordered shutdowns, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

10.5 Questions, Complaints, Claims. If You have any questions, complaints, or claims concerning the Website or Services, please contact us at: info@sogaworks.com. We will do our best to address Your concerns. If You feel that Your concerns have been addressed incompletely, we invite You to let us know for further investigation.

10.6 Limitations Period. YOU AND SogaWorks AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS AGREEMENT, THE WEBSITE OR THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

10.7 Arbitration Agreement; Class Waiver; Waiver of Trial by Jury. Please read this Section (“Arbitration Agreement”) carefully. It is part of Your contract with SogaWorks and affects Your rights. It contains procedures for MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.

(a) Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with this Agreement or the use of any product or service provided by SogaWorks that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This Arbitration Agreement applies to You and SogaWorks, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under this Agreement.

(b) Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to SogaWorks should be sent to: info@sogaworks.com. After the Notice is received, You and SogaWorks will attempt to resolve the claim or dispute informally. If You and SogaWorks do not resolve the claim or dispute within 30 days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.

(c) Arbitration Rules. The arbitration shall be initiated through the Shenzhen Court of International Arbitration (“SCIA”) which offers arbitration as outlined in this section. The rules of SHIAC (“SHIAC Rules”) shall govern all aspects of this arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules conflict with this Agreement. The SHIAC Rules governing the arbitration are available online at http://www.scia.com.cn/en/index/rulelist.html The arbitration shall be conducted by one to three, neutral arbitrators, at the discretion of SogaWorks. Any hearing will be held in Shanghai unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Each party shall bear its costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the SHIAC.

(d) Additional Rules for Non-appearance Based Arbitration: If non-appearance arbitration is elected, the arbitration shall be conducted by telephone, online, and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties.

(e) Time Limits. If You or SogaWorks pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the SCIA Rules for the pertinent claim.

(f) Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of You and SogaWorks, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages and to grant any non-monetary remedy or relief available to an individual under applicable law, the SCIA Rules, and this Agreement. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon You and SogaWorks.

(g) Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient, and less costly than rules applicable in court and are subject to very limited review by a court. In the event, that any litigation should arise between You and SogaWorks in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND SogaWorks WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.

(h) Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE BUYER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER BUYER OR USER. If, however, this waiver of class or consolidated actions is deemed invalid or unenforceable concerning a particular claim or dispute, then notwithstanding anything to the contrary in this Arbitration Agreement or Agreement, neither You nor SogaWorks is entitled to arbitration of such claim or dispute. Instead, all such claims and disputes will then be resolved in a court as outlined in Section

(I) Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.

(j) Right to Waive. Any or all of the rights and limitations outlined in this Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Agreement.

(k) Survival of Agreement. This Arbitration Agreement will survive the termination of Your relationship with SogaWorks.

(l) Small Claims Court. Notwithstanding the foregoing, either You or SogaWorks may bring an individual action in small claims court.

(m) Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.

(n) Courts. In any circumstances where the foregoing Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within Shenzhen Intermediate People’s Court, Guangdong for such purpose.

10.8 Governing Law. This Agreement and any action related thereto will be governed and interpreted by and under the laws of the State of Maryland, consistent with the Federal Arbitration Act, without giving effect to any principles that provide for the application of the law of another jurisdiction. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.

10.9 Independent Contractor. Your relationship to SogaWorks under this Agreement is that of an independent contractor. Nothing in this Agreement is intended or should be construed to create a partnership, joint venture, or employer-employee relationship between SogaWorks and You. You agree to take no position concerning or on any tax return or application for benefits, or in any proceeding directly or indirectly involving SogaWorks that is inconsistent with You being an independent contractor (and not an employee) of SogaWorks. You are not an agent of SogaWorks and are not authorized, and must not represent to any third party that You are authorized, to make any commitment or otherwise act on behalf of SogaWorks.

10.10 Notice. Where SogaWorks requires that You provide an e-mail address, You are responsible for providing SogaWorks with Your most current e-mail address. If the last e-mail address You provided to SogaWorks is not valid, or for any reason is not capable of delivering to You any notices required permitted by this Agreement, SogaWorks’s dispatch of the e-mail containing such notice will nonetheless constitute effective notice

10.11 Waiver. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion.

10.12 Severability. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will remain enforceable, and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law.

10.13 Entire Agreement. This Agreement is the final, complete, and exclusive agreement of the parties concerning the subject matter hereof and supersedes and merges all prior discussions between the parties concerning such subject matter. Unless otherwise specifically agreed to by the parties, in the event of any conflict between the terms of this Agreement, the General Terms, or any order for Parts, the order of precedence is as follows:

(a) Manufacturing Standards;

(b) this Agreement;

(c) the General Terms; and

(d) the order for Parts. Unless otherwise specifically agreed in writing by the parties, the parties acknowledge that the preprinted provisions on the reverse side of any quotation, order, acknowledgment, or invoice will be deemed deleted and of no effect whatsoever.