Last updated on 12/June/2024

Keep Making Limited

Company no. 15578423

MULTIBOARD LICENCE


Please read the following important terms and conditions before using, downloading, copying or modifying any Multiboard 3D design files or any other material (including but not limited to designs, drawings, documentation and manuals or downloadable files) which are owned or licensed by Keep Making (Designs) and check that they contain everything you want and nothing that you are not willing to agree to.

HOW THESE TERMS WORK

These terms and conditions (Terms) apply if you are using, downloading, copying, modifying (Using, Use) the Designs. These Terms apply in addition to, and should be read together with, the terms of Thangs.com, available here: https://thangs.com/terms-and-conditions (Thangs Terms).

To the extent of any inconsistency between the Thangs Terms and these Terms, these Terms shall prevail.

In these Terms, capitalised words and phrases have the meanings given to them where they are followed by bolded brackets, or as set out in the Definitions table at the end of these Terms.

By Using a Design, you agree to be bound by these Terms which form a binding contractual agreement between you the person acquiring a Subscription or Design, or the company you represent and are acquiring the Subscription or Design on behalf of (‘you’ or ‘your’) and us, Keep Making Limited (Keep Making, we, us, our).

  1. ELIGIBILITY

  1. By accepting these Terms, you represent and warrant that you have the legal capacity and authority to enter into a binding contract with us.
  2. Please do not Use the Designs if you are under the age of 18 years old and do not have your parent or guardian’s consent, if you are under 16 or if you have previously been suspended or prohibited from using the Software.
  3. If you are Using the Designs not as an individual but on behalf of your company, your employer, an organisation, government or other legal entity (Represented Entity), then “you” or “your” means the Represented Entity and you are binding the Represented Entity to this agreement. If you are accepting this agreement and using our Designs on behalf of a Represented Entity, you represent and warrant that you are authorised to do so.

  1. SUBSCRIPTIONS

  1. SUBSCRIPTIONS AND ACCOUNTS

  1. To Use our Downloads, you may be required to sign up for an account with Thangs.com (Account) and pay for a subscription (Subscription).
  2. We offer different tiers of Subscriptions (Subscription Tiers) as set out on the Thangs platform here https://thangs.com/designer/Keep%20Making (Platform).
  3. We reserve the right to offer Designs on an exclusive basis to certain Subscription Tiers, or allow certain Subscription Tiers early access to our Designs, as set out on the Platform.
  4. You may only Use the Designs as a consumer for personal use unless otherwise agreed by us in writing.  
  5. If you are Using the Designs in the course of business or to derive income of any kind including without limitation to sell any Designed Works, you must have a Multipartner subscription.
  6. Your Use of the Designs is subject to the licence granted to your Subscription Tier, as set out in clause 3.

  1. DISCLAIMER

  1. You acknowledge and agree that:
  1. any information provided to you as part of or in connection with the Designs is general in nature, may not be suitable for your circumstances and does not constitute financial, legal or any other kind of professional advice;
  2. we make no warranties as to the suitability of the Designs or any Designed Works for your use, and you are solely responsible for the material and production of Designed Works. Any weight limits or suggestions for materials and production are general and not professional advice, and you should use care when installing and using any Designed Works; and
  3. it is your responsibility to comply with applicable laws relevant to your Use of the Designs (including but not limited to your business, including industrial relations Laws and privacy laws).

  1. DESIGNS

  1. We may from time to time, in our absolute discretion, release enhancements to the Designs, meaning an upgraded, improved, modified or new versions of the Designs (Enhancements). Any Enhancements to the Designs will not limit or otherwise affect these Terms.
  2. We may change any features of the Designs at any time.

  1. SERVICE LIMITATIONS

  1. The Designs are made available to you strictly on an ‘as is’ basis. Without limitation we do not guarantee that:
  1. the Designs will be free from errors or defects;
  2. the Designs will be accessible at all times; or
  3. any information provided with the Designs is accurate or true.
  1. To the maximum extent permitted by applicable law, all express or implied representations and warranties (whether relating to fitness for purpose or performance, or otherwise) not expressly stated in this agreement are excluded.

  1. INTELLECTUAL PROPERTY LICENSE

  1. DEFINITIONS

  1. In these Terms:
  1. “Commercial Subscription” means the Multi Partner membership plan on the Platform;
  2. “Designed Works” means any physical product produced or derived from a Design;
  3. “Intellectual Property Rights” means any and all present and future intellectual and industrial property rights throughout the world (whether registered or unregistered), including copyright, trade marks, designs, patents, moral rights, semiconductor and circuit layout rights, trade, business, company and domain names, and other proprietary rights, trade secrets, know-how, technical data, confidential information and the right to have information kept confidential, or any rights to registration of such rights (including renewal), whether created before or after the date of this agreement; and
  4. “Remixed Design” means a derivative, modified, adapted or enhanced version of the Designs.

  1. DESIGN LICENSE

  1. We grant you a revocable, worldwide, royalty-free, non-transferrable (and non-sublicensable, except as contemplated by clause 3.3) license to use the Intellectual Property in the Designs for:
  1. your personal Use only, including making Designed Works for your personal use; and
  2. If you hold a Commercial Subscription, commercial purposes subject to clause 3.2(b).
  1. Commercial Subscription holders are permitted under this license to use the Intellectual Property in the Designs, including without limitation the Designs themselves:
  1. Solely for the purpose of making Designed Works which may be sold on a commercial basis subject to clause 3.2(b)(ii), and not to license or sublicense any part of the Designs; and
  2. the Designed Works may be sold up to a maximum of $50,000 USD per annum in total sales for the Designed Works (Sales Cap).         
  1. You must not exceed the Sales Cap under your Commercial Subscription without our prior consent. You will exceed the Sales Cap if you earn or generate revenue from the sale of Designed Works in a 12 month period (cumulative) which exceeds the Sales Cap. If you exceed the Sales Cap you must obtain an additional commercial license, subject to our agreement. Please contact us at Hello@keep-making.com to discuss commercial license options.  If you do not obtain an additional commercial license, you must cease production and sales of the Designed Works.
  2. If you cease to hold a Commercial Subscription, you must cease all sales of any Designed Works.
  3. If you breach any terms or conditions of your license set out in this clause 3, you acknowledge and agree:
  1. That Keep Making may terminate your subscription and the license granted to you under these Terms; and
  2. You indemnify us for any loss, damage, claim, expense or cost we suffer or incur as a result of your breach.
  1. For the avoidance of doubt, nothing in these terms gives you any rights in respect of Remixed Designs. Remixed Designs are the product of both Keep Making and third party Intellectual Property Rights, and therefore you must obtain the consent of both before you can use the Remixed Designs.

  1. REMIXED DESIGNS

  1. Under this licence you may adapt and modify the Designs to create Remixed Designs provided:
  1. The Remixed Designs must be a substantial change from the original Designs;
  2. You must not share, publish, distribute, sell, loan, or make available to the public or any individual or entity the original Designs;
  3. To the extent that the Designs form part of the Remixed Designs, they may only be licensed or sublicensed as part of the Remixed Designs subject to the same conditions under which the original Designs are licensed under these Terms, and we encourage you to adopt the same license terms in respect of the Remixed Designs as a whole;
  4. The Remixed Designs must not infringe any Intellectual Property Rights, including copyright, trademarks, business names, patents, Confidential Information or any other similar proprietary rights, whether registered or unregistered, anywhere in the world;
  5. The Remixed Designs must not breach or infringe any laws or regulations including being created for the purpose of any illegal purpose;
  6. The Remixed Designs must not contain any viruses or other harmful code, or otherwise compromise the security or integrity of any network or system; and
  7. You and the Remixed Designs comply at all times with clause 4.
  1. You grant to Keep Making a non-exclusive, royalty free, non-transferable, sub-licensable, worldwide and irrevocable licence to use, including without limitation adapt, modify and enhance the Remixed Designs.
  2. You:
  1. Warrant that Keep Making’s use of the Remixed Designs as contemplated by this agreement will not infringe any third-party Intellectual Property Rights; and
  2. indemnify Keep Making from and against all losses, claims, expenses, damages and liabilities (including any taxes, fees or costs) which arise out of such infringement.
  1. We reserve the right to terminate the right to create Remixed Designs under this license in our sole discretion, including without limitation if we believe you to be misusing the license.

  1. CANCELLATION OF YOUR LICENCE

  1. We reserve the right to terminate your license granted under these Terms without notice to you if you have breached any part of these Terms.

  1. YOUR OBLIGATIONS

  1. You must comply with these Terms at all times. You acknowledge and agree that we will have no liability in respect of any damage, loss or expense which arises in connection with your breach of these Terms, and you indemnify us in respect of any such damage, loss or expense.
  2. You must not, and must not encourage or permit any employee, agent, officer or contractor (Personnel) or any third party to, without our prior written approval:
  1. use the Designs for any purpose other than for the purpose for which it was designed, including you must not use the Designs in a manner that is illegal or fraudulent or facilitates illegal or fraudulent activity;
  2. make copies of the Designs;
  3. adapt, modify or tamper in any way with the Designs, other than as permitted under these Terms;
  4. remove or alter any copyright, trade mark or other notice on or forming part of the Designs;
  5. act in any way that may harm our reputation or that of associated or interested parties or do anything at all contrary to the interests of us or the Designs;
  6. use the Designs in a way which infringes the Intellectual Property Rights of any third party;
  7. create derivative works from or translate the Designs, other than as permitted under these Terms;
  8. publish or otherwise communicate the Designs to the public, including by making it available online or sharing it with third parties;
  9. intimidate, harass, impersonate, stalk, threaten, bully or endanger any other User or distribute unsolicited commercial content, junk mail, spam, bulk content or harassment in connection with the Designs; or
  10. sell, loan, transfer, sub-licence, hire or otherwise dispose of the Designs (or any Designed Works or Remixed Designs) to any third party, except as permitted under these Terms.
  1. If you become aware of misuse of the Designs by any person, any errors in the material of the Designs or any difficulty in accessing or using your Subscription or the Designs, please contact us immediately by email to Hello@Keep-Making.com
  2. all displays or publications of any Designed Works or Remixed Designs must bear an accreditation and/or a copyright notice of the source of the Designs, including Keep Making’s name and link to the Platform;
  3. You agree:
  1. to comply with each of your obligations in these Terms;
  2. that information given to you through the Subscription or Designs, by us or another User, is general in nature and we take no responsibility for anything caused by any actions you take in reliance on that information; and
  3. that we may cancel your, or any User’s, Account at any time if we consider, in our absolute discretion, that you or they are in breach of, or are likely to breach, this clause.

  1. LIABILITY AND INDEMNITY

  1. (Liability) To the maximum extent permitted by applicable law, Keep Making limits all liability in aggregate of all claims to you (and any third parties who encounter the Designs or Designed Works through your business) for loss or damage of any kind, however arising whether in contract, tort, statute, equity, indemnity or otherwise, arising from or relating in any way to this agreement or any goods or services provided by Keep Making to £100.
  2. (Indemnity) You indemnify Keep Making and its employees, contractors and agents in respect of all liability for any claim(s) by any person (including any third party who encounter the Designs or Designed Works through your business) arising from your, or your employee’s, client’s, contractor’s or agent’s:
  1. breach of any third party intellectual property rights; 
  2. breach of these Terms; 
  3. negligent, wilful, fraudulent or criminal act or omission; or 
  4. use of the Designs.
  1. (Consequential loss) To the maximum extent permitted by law, under no circumstances will Keep Making be liable for any incidental, special or consequential loss or damages, or damages for loss of data, business or business opportunity, goodwill, anticipated savings, profits or revenue arising under or in connection with this agreement or any goods or services provided by Keep Making.
  2. (Unfair Contract Terms) To the extent that the provisions of any applicable law shall impose restrictions on the extent to which liability can be excluded under these including, for the avoidance of doubt, the provisions of sections 3, 6 and 11 of the Unfair Contract Terms Act 1977 in the UK (and its equivalent in any other jurisdiction) relating to the requirement of reasonableness, the exclusions set out in this clause shall be limited in accordance with such restrictions. However, any exclusions of liability that are not affected by such restrictions shall remain in full force and effect.
  3. Nothing in this agreement shall exclude or limit a party’s liability for fraud or intentional unlawful conduct by a party, or death or personal injury resulting from a party’s negligence.

  1. GENERAL

  1. GOVERNING LAW AND JURISDICTION

  1. These Terms are governed by the law applying in England and Wales. Each party irrevocably submits to the exclusive jurisdiction of the courts of England and Wales and courts of appeal from them in respect of any proceedings arising out of or in connection with this agreement. Each party irrevocably waives any objection to the venue of any legal process on the basis that the process has been brought in an inconvenient forum.

  1. THIRD PARTY RIGHTS

  1. These Terms do not give rise to any rights under the Contracts (Rights of Third Parties) Act 1999 to enforce any term of these Terms.

  1. WAIVER

  1. No party to this agreement may rely on the words or conduct of any other party as a waiver of any right unless the waiver is in writing and signed by the party granting the waiver.

  1. FURTHER ACTS AND DOCUMENTS

  1. Each party must promptly do all further acts and execute and deliver all further documents required by law or reasonably requested by another party to give effect to this agreement.

  1. ASSIGNMENT

  1. You can’t assign, novate or otherwise transfer your rights or obligations under this agreement without the Keep Making’s prior consent.