Registered User Service Agreement
Last updated: July 17, 2021
The “Registered User Service Agreement” (the “Agreement”) is deemed as that it is made by and between you and Sogaworks by clicking the “Register” button on the registration webpage of Sogaworks website, finishing the registration procedures, and obtaining Sogaworks account and password. Please read the Agreement carefully. By accessing or using the website, including making an enquiry, 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; (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 website or the services.
I. Sogaworks Services
As a cloud-based platform for processing and manufacturing demands, Sogaworks enables users with processing demands to upload their design drawings (demands). Sogaworks maintains a vendor manufacturing program consisting of a network of third-party processing plants (each, a “Supplier”) capable of meeting users’ processing demands. By using exclusive pricing algorithms and intelligent matching algorithms, Sogaworks dispatches each order to the most suitable Supplier so as to jointly offer premium processing services for each of our users.
2.1Registration qualification. You hereby make a commitment that: When the registration is performed, you are a natural person, legal person, or organization with full capacity for civil conduct and the capacities applicable to corresponding civil conducts. In case you represent any other natural person, legal person, or organization, you need to represent and warrant that you have been duly authorized and are entitled to make the above legal subject be bound by the Agreement.
2.2Registration. In order to user certain services, you may be required to register for an account. In registering for the services, you agree to (1) provide true, accurate, current and complete information about you as prompted in the website account details section; and (2) maintain and promptly update your registration data to keep it true, accurate, current and complete.
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
3.13.1 Inquiry. To finish an inquiry, you need to upload your design drawing immediately, select the materials, quantity, and surface treatment from the part list, and make notes of relevant information. After the inquiry is finished, you may check your quotation via the Sogaworks website or the mini App in WeChat. The quotation describes the price of each part, total price, taxes and dues, and other information in detail. Please read it carefully. You can view the order and estimated cost (production, delivery, and other taxes when applicable) provided by Sogaworks before finalizing the order (the “Quote”). No part will be produced until Sogaworks acknowledges your acceptance of its Quote by a confirmatory email, the website, or other appropriate means of communication, as determined by Sogaworks in its sole discretion. Since each order is custom manufactured, you may not cancel an order once it has been placed.
3.2Drawing specifications. Once you accept Sogaworks’ Quote by placing an order, it means that you agree with the Quote, especially the descriptions regarding drawing information in the notes. You are solely responsible for ensuring that the specifications in the Quote and other information you submit in the order is accurate and complete before paying for it. If you need to amend the drawing or relevant information after the order has been placed, you need to contact your exclusive pre-sale engineer immediately and we will do our best to cooperate with your amendment. You are responsible for the expenses incurred if the processing service for the order has occurred.
3.3Sogaworks cancellations. Sogaworks may, at any time during the quotation, ordering and the manufacturing process, revoke and/or cancel any Quote/order, if there are 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 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 you place for a part to one of Sogaworks’ Suppliers. As such, you acknowledge and agree that Sogaworks may share your specifications with our Suppliers in order to process and manufacture your order. You will not have any obligation to pay any Supplier directly.
3.5Compliance 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, the manufacturing of the part but excludes freight charges, and you are liable for such freight 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. You shall fulfill the Agreement accordingly in case any payment period is specified herein. You shall pay liquidated damages as per 0.5% of the overdue amount on a daily basis in case the payment of such amount is deferred. You may choose an enclosed or individual invoice. Please make a correct choice on the Sogaworks website as per your requirements or inform your exclusive pre-sale engineer.
4.3Suspension of services. Sogaworks reserves the right to suspend performance hereunder (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 parts until it has received full payment with respect to such parts and payment on any other parts that you have ordered. Sogaworks reserves the right to refrain from manufacturing additional orders, or additional components of an existing order, as long as the outstanding issued invoices remain unpaid.
V. Order Delays and Problems of Parts
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.
55.2Warranty period and problems of parts. Please inspect the part carefully after you receive it. 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. Intellectual Property
6.1Sogaworks’ all 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.
6.2No part of the above-mentioned materials or contents may be copied, amended, copied, transmitted, or used for any commercial purpose.
6.3Sogaworks has the ownership of all the rights contained in “Sogaworks” and Sogaworks’ website (including the business reputation and trademark).
6.4By agreeing to the Agreement, you voluntarily transfer the copyright of the information in any form you publish on Sogaworks website, including but not limited to the rights of reproduction, distribution, rental, exhibition, performance, show, broadcasting, information network communication, filmmaking, 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 compensations in full. The Agreement is a written one subject to Article 25 of the Copyright Law of the People’s Republic of China. The validity is applicable to any contents published by you on Sogaworks protected by copyright laws no matter such contents are formed before or after the Agreement is signed.
6.5You shall not illegally use or dispose the intellectual property rights of Sogaworks or any other party when using the services rendered by Sogaworks.
6.6You shall not publish any information published on the Sogaworks website or authorize such information to any other website (or media) in any form.
VII. Alteration and Termination
7.1Alterations. 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 announcement as per specified procedures and ways. It will be deemed as you agree to such alterations if you keep using the services rendered by Sogaworks. You are entitled to cancel your Sogaworks account and stop using the services if you do not agree to the alterations.
aSogaworks shall have the right to cancel your Sogaworks account as per the Agreement, and the Agreement shall be terminated since the account is cancelled.
bSogaworks shall have the right to terminate all the services, and the Agreement shall be terminated since the services are terminated as per legal procedures and ways.
cUpon 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.
dThe termination does not affect the observant party’s right to investigate the default party’s liabilities for breach of agreement.
VIII. Breach of Agreement
8.1Sogaworks or you may break the Agreement by violating it, and the default party shall assume the liabilities for breach of agreement.
8.2Sogaworks shall have the right to ask you compensate for the losses of Sogaworks or any Supplier arising from any untrue, incomplete, or inaccurate information provided by you.
8.3In 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, cancel your account, and ask for compensations hereof.
8.4In 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 cancel your account and ask for compensations hereof.
IX. Dispute Settlement
Both parties shall settle any dispute arising from the Agreement through friendly negotiation. In case such negotiation fails, either party shall have the right to file a lawsuit at the People’s Court with jurisdiction over Sogaworks.
The Agreement goes into effect when you click the “Register” button on the registration webpage of Sogaworks website, finish the registration procedures, and obtain Sogaworks account and password. It is binding upon both you and Sogaworks.