Welcome to Material Harbor. These Terms and Conditions (these “Terms”) constitute a binding agreement between you (referred to as “you,” “your,” or “User”) and Material Harbor, LLC (referred to as “Material Harbor,” “we,” “us,” or “our”). These Terms govern your access to and use of our website (the “Website”), our online marketplace services and platform (collectively, the “Services”), and any related features, content, or offers provided by Material Harbor.
BY ACCESSING OR USING THE WEBSITE OR SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTOOD, AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO ANY PART OF THESE TERMS, YOU MUST NOT ACCESS OR USE THE WEBSITE OR SERVICES.
1. Eligibility and Account Registration.
You must be at least eighteen (18) years old and legally capable of entering into a binding contract to use our Services. By registering an account on Material Harbor, you represent and warrant that you meet these eligibility requirements. You further agree to:
(a) Maintain only one user account (“Account”) and ensure that all information you provide in registering and maintaining your Account is truthful, accurate, and complete.
(b) Not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity.
(c) Keep your login credentials (username and password) secure and confidential at all times.
(d) Notify us immediately at admin@materialharbor.com of any unauthorized access to or use of your Account or any other breach of security.
You are solely responsible for all activities that occur under your Account, whether or not you authorized them. Material Harbor will not be liable for any loss or damage arising from your failure to adequately safeguard your Account and password.
2. Use of Services and User Obligations.
Material Harbor provides an online platform that facilitates connections between buyers of raw materials or manufactured parts (“Buyers”) and suppliers or manufacturers (“Sellers”). We act solely as an intermediary: Material Harbor does not own, take possession of, sell, or control any of the goods or services that Users list, offer, or discuss through the Services. Buyers and Sellers are responsible for negotiating the terms of their transactions (such as product specifications, pricing, shipping, and payment) and for fulfilling their own contractual obligations to each other. Material Harbor is not a party to any sales contract between Users.
All transactions and interactions between Users are conducted solely at your own risk and discretion. You are solely responsible for conducting any due diligence you deem necessary before committing to a transaction or sharing information with another User. Material Harbor does not guarantee that any Buyer or Seller will complete a transaction or fulfill their promises. You agree that you will use the Services in a manner consistent with all applicable laws and regulations and that you will not use the Services to misrepresent your capabilities, offerings, or intentions or to engage in any fraudulent, misleading, or deceptive activities.
If you represent or claim compliance with any industry standards, certifications, or specifications (including but not limited to AS9100, ISO 9001, or similar standards), you represent and warrant that such compliance is current, valid, and accurately described. You are solely responsible for maintaining and verifying your compliance, and for providing truthful and accurate information regarding any certifications or standards you claim. Material Harbor does not verify, audit, or guarantee any User’s compliance with such standards and disclaims any responsibility for doing so. Any misrepresentation or false statement regarding compliance may subject you to legal liability, including indemnification obligations to Material Harbor for any damages, penalties, regulatory actions, or third-party claims arising from such misrepresentation. Material Harbor reserves the right, but not the obligation, to request proof of compliance at any time, and to suspend or terminate your access to the Services for any failure to provide such proof or for any suspected false representations.
3. Subscription Services and Fees.
Certain features of our Services (for example, access to a supplier and manufacturer directory or other premium tools) may only be available to Users who purchase a paid subscription (“Paid Subscription”). If you sign up for a Paid Subscription, you agree to the following:
(a) You will pay all applicable subscription fees in accordance with the pricing and payment terms presented to you for your selected subscription plan. Payment must be made by the valid payment method you provide.
(b) You authorize Material Harbor to automatically charge your provided payment method on a recurring basis (e.g. monthly or annually, depending on your plan) until you cancel. This includes all applicable fees and taxes due for the subscription.
(c) You agree to provide current, complete, and accurate billing information, and to promptly update your payment method (e.g. if your credit card number changes or expiration date passes) so that we can process payments for the subscription.
Subscriptions will automatically renew at the end of each subscription term for an additional term of the same length, unless you cancel your Paid Subscription before the renewal date. You acknowledge that all fees are non-refundable to the fullest extent permitted by law, unless otherwise stated in writing by Material Harbor. If you cancel a subscription, you will continue to have access to the Paid Subscription features until the end of your then-current subscription term, but you will not receive a refund for any remaining period of that term.
Material Harbor reserves the right to suspend or terminate your access to any Paid Subscription features if any subscription fee payment is overdue or if you otherwise breach these Terms. You are responsible for all charges incurred under your Account.
Material Harbor reserves the right to modify its pricing, subscription fees, service fees, and any other charges associated with the Services at any time, in its sole discretion. Any price changes will become effective upon notice to you, which may be provided by posting the updated pricing on the Website, by email, or through your account. Unless otherwise specified, changes to subscription fees will apply beginning with the next billing cycle following the date of the change. If you do not agree to a price change, your sole remedy is to cancel your Paid Subscription or cease using the affected Services before the new fees take effect. Continued use of the Services after the effective date of a fee change constitutes your acceptance of the modified pricing.
4. User Representations and Warranties.
By using our Website or Services, you make the following representations and warranties to Material Harbor, each of which you agree to uphold at all times while using the Services:
(a) All information and data you provide to Material Harbor (whether during Account registration, in your profile, in communications, or in content you post) is and will remain truthful, accurate, current, and complete.
(b) You have, and will maintain, all necessary rights, licenses, consents, and permissions to use and share any data, materials, or content that you provide or upload to the Services. Your provision of any such content to Material Harbor and our use of it as permitted by these Terms will not violate any law or infringe any rights of any third party.
(c) You will comply with all applicable federal, state, and local laws and regulations in connection with your access to and use of the Website and Services. This includes, without limitation, laws governing contracts and commercial transactions, export control and trade regulations, intellectual property laws, data privacy and protection laws, and any relevant industry-specific regulations.
(d) You will not use the Website or Services for any unlawful, fraudulent, harmful, or malicious purposes, or in any manner that violates these Terms. You will not use the Services to engage in any misleading or deceptive practices, to stalk or harass others, to send spam or unsolicited messages, or to collect information on others without their consent.
(e) You will not upload, transmit, distribute, or introduce any viruses, worms, malware, ransomware, Trojan horses, harmful code, or any other malicious or technologically harmful material into or via the Services.
(f) You will not scrape, crawl, spider, or use any automated means to access or collect data from the Website or Services without Material Harbor’s express written permission. You also agree not to attempt to gain unauthorized access to any portion of the Services or any systems or networks connected to the Services, such as by hacking, password mining, or any other illegitimate method.
(g) You will not upload, post, or share any content through the Services that infringes or misappropriates the patent, copyright, trademark, trade secret, moral rights, or other intellectual property or proprietary rights of any third party.
(h) You will not attempt to circumvent or disable any security features, access controls, or technological safeguards used by Material Harbor or its affiliates to protect the Website and Services.
Material Harbor relies on your commitments to maintain the integrity and legality of the platform. If you breach any of the above representations or warranties, we may suspend or terminate your Account and take any other appropriate measures as described in these Terms.
5. Compliance with Material Harbor Policies.
In addition to these Terms, Material Harbor may publish and update from time-to-time additional policies, guidelines, rules, or standards regarding the use of the Services (for example, community standards, content guidelines, acceptable use policies, fee schedules, or other requirements). When such policies are communicated to you or made available on our Website, you agree to review them and comply with them. You must adhere to all Material Harbor policies, specifications, and guidelines that are applicable to the Services, as updated from time to time. All such policies are incorporated into these Terms by reference. If you do not agree with any updated policy or guideline, your sole remedy is to stop using the Services.
6. Intellectual Property.
All content and materials provided through the Website and Services by Material Harbor – including but not limited to text, graphics, logos, button icons, images, audio clips, videos, software, and technology – are the property of Material Harbor or its licensors and are protected by intellectual property laws (collectively, “Material Harbor IP”). All trademarks, service marks, and logos displayed on the Services that are owned by Material Harbor or its partners may not be used without our prior written permission. Except for the limited usage rights expressly granted to you in these Terms, you are not granted any license or rights in or to any Material Harbor IP. Material Harbor and its licensors retain all right, title, and interest in and to the Material Harbor IP and the Services.
Subject to your compliance with these Terms, Material Harbor grants you a limited, revocable, non-exclusive, non-transferable license to access and use the Website and Services for your personal or internal business purposes, consistent with the intended functionality of the platform. This license is for the sole purpose of enabling you to use and enjoy the Services as provided by Material Harbor, in the manner permitted by these Terms. You may not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, or transmit any Material Harbor IP, except as expressly allowed by Material Harbor or by law. All rights not expressly granted to you in these Terms are reserved by Material Harbor and its licensors. If you violate these Terms, this license will automatically terminate and you must stop using the Services and any Material Harbor IP.
7. User Content and DMCA Policy.
7.1 Your Content and License to Material Harbor.
Material Harbor allows Users to post, upload, share, or transmit content through the Services, such as company information, product listings, images, specifications, messages, feedback, or other materials (“User Content”). You retain all ownership rights in the User Content that you create or provide. Except for the licenses you grant below, Material Harbor does not claim any ownership rights in your User Content.
However, by submitting or posting User Content on or through our Services, you hereby grant Material Harbor a non-exclusive, worldwide, royalty-free, fully-paid, sublicensable, and transferable license to use, host, store, reproduce, modify, adapt, translate, create derivative works from, distribute, publicly perform, and publicly display your User Content (in whole or in part) for the purpose of operating, improving, marketing, and providing the Services. This means, for example, that we have your permission to display your content to other users (e.g. showing your listings and profile), to crop or reformat images you upload so that they fit our site design, to use excerpts of your content in promotional materials for Material Harbor, and to make backup copies of your content on our servers. We will not sell your User Content to third parties or use it outside the scope of providing and promoting our Services without your consent.
This license to your User Content continues until you remove or delete the content from the Services. If you delete User Content, we will use reasonable efforts to remove it from our active Website, but you acknowledge that cached copies, backups, or references to your content may not be immediately removed. To the extent that we have made any public postings or advertisements that include your User Content (for example, a screenshot of the site featuring your listing), those materials may continue to exist. The license you grant to us is therefore perpetual and irrevocable with respect to any such retained or cached content, but will fully terminate (subject to caching/backup limitations) within a reasonable time after you remove your content from the Services.
7.2 Your Responsibilities for User Content.
You are solely responsible for all User Content that you choose to share or make available via the Services. You represent and warrant that you have all necessary rights and permissions to upload or share your User Content and to grant the license to Material Harbor described above, and that none of your User Content will infringe, misappropriate, or violate the rights of any third party (including intellectual property rights, privacy rights, or publicity rights) or any law or regulation. You further agree that your User Content will not contain any offensive, defamatory, obscene, or illegal material, and will not violate the User Representations and Warranties set forth in Section 4 of these Terms (for example, your content will not contain malware, will not be intentionally misleading or fraudulent, etc.).
Material Harbor is not responsible or liable for any User Content, including its accuracy, completeness, or legality. We do not systematically monitor or pre-screen User Content, and we make no endorsements, representations, or guarantees regarding any User Content provided by Users. All opinions, advice, statements, or other information expressed or included in User Content are solely those of the respective User(s) and not of Material Harbor.
Nonetheless, Material Harbor reserves the right (but does not assume the obligation) to review, monitor, remove, or disable access to any User Content at our sole discretion, at any time and for any reason, without notice. This may occur, for example, if we believe in good faith that any User Content violates these Terms, is objectionable, or is otherwise unlawful. Material Harbor may also terminate or suspend the account of any User who posts unlawful content or who violates these Terms, as provided in Section 15 (Termination).
7.3 Feedback.
If you choose to provide suggestions, ideas, feedback, or recommendations to us regarding the Services (“Feedback”), you hereby grant Material Harbor an unrestricted, perpetual, irrevocable, sublicensable, transferable, worldwide, royalty-free license to use, copy, modify, and incorporate such Feedback into the Services or otherwise use it for any business purpose. Material Harbor is not obligated to compensate you for any Feedback that you provide, and you have no obligation to provide Feedback.
7.4 Copyright Infringement and DMCA Takedown Policy.
Material Harbor respects the intellectual property rights of others and expects Users to do the same. If you believe in good faith that any content on our Website or Services (including any User Content) infringes your copyright or other intellectual property rights, you or your agent may send us a notice requesting that the content be removed or access to it be blocked. The notice must be a written communication that includes the following (as required by 17 U.S.C. § 512(c)(3) of the Digital Millennium Copyright Act (DMCA)):
(a) Identification of the copyrighted work or other intellectual property that you claim has been infringed. If multiple works are involved, you may provide a representative list.
(b) Identification of the content on our Services that you claim is infringing, with enough detail so that we can locate it (such as a direct URL or the name of the listing or profile where it appears).
(c) A statement that you have a good-faith belief that the disputed use is not authorized by the intellectual property owner, its agent, or the law.
(d) A statement, under penalty of perjury, that the information in your notice is accurate and that you are the owner of the intellectual property or authorized to act on the owner’s behalf.
(e) Your name, mailing address, telephone number, and email address, so that we can contact you if needed.
(f) A physical or electronic signature of the person authorized to act on behalf of the owner of the right that is allegedly infringed.
Please send DMCA notices to Material Harbor’s designated copyright agent at:
Email: admin@materialharbor.com
Subject Line: DMCA Notice – ATTN: Legal/DMCA Agent
Upon receipt of a valid DMCA notice, Material Harbor will expeditiously investigate the claim and, if appropriate, remove or disable access to the allegedly infringing content. We will also take reasonable steps to notify the User who posted the content that it has been removed or disabled, along with a brief description of the notice and information about how to submit a counter-notification.
If you receive a notice that your content has been removed due to a DMCA complaint and you believe that the complaint is mistaken or that you have the right to post the content, you may provide Material Harbor’s designated agent with a written counter-notification pursuant to 17 U.S.C. § 512(g)(3). To be effective, a counter-notification should include all required information by the DMCA (including a statement under penalty of perjury of your good faith belief that the content was removed by mistake or misidentification, and your consent to the jurisdiction of the Federal District Court for your judicial district). Upon receiving a valid counter-notification, we will forward it to the original complainant. If the original complainant does not file a court action seeking an injunction against the content provider within 10 business days after receiving the counter-notice, we will restore the removed content.
Material Harbor will terminate the Accounts of Users who are determined to be repeat infringers in appropriate circumstances. We also reserve the right to terminate or suspend any User’s Account, without notice, if the User’s activity infringes the intellectual property rights of others, regardless of whether there is repeat infringement.
Any person who knowingly materially misrepresents that content is infringing (or was removed by mistake) may be liable for damages, including costs and attorneys’ fees. If you are not sure whether the material infringes your intellectual property, you may wish to seek legal advice before filing a notice.
8. Privacy Policy.
Your use of the Website and Services is also subject to our Privacy Policy. Material Harbor’s Privacy Policy describes how we collect, use, store, and disclose your personal information when you use our Services. The Privacy Policy is available on our Website (typically at a link such as “Privacy Policy”) and is incorporated by reference into these Terms. By using the Services, you consent to the collection and use of your information as outlined in the Privacy Policy. If you do not agree to the practices described in the Privacy Policy, you should not use the Services.
Please review the Privacy Policy carefully. If you have questions about how Material Harbor handles user data, you can contact us at the email address provided in the Contact Information section of these Terms.
9. Third-Party Content and Services.
The Services may include or facilitate access to third-party content, websites, and services that are not owned or controlled by Material Harbor. For example, Users (third-party Buyers or Sellers) may provide content or links to external websites, and we may offer integrations or links to payment processors, shipping providers, or other third-party platforms to assist in transactions. Material Harbor is not responsible for any third-party websites, services, or content that you access or use in connection with the Services.
The Website may contain links to third-party websites or resources for your convenience (for example, a Seller’s own website or an article about a product). Material Harbor does not endorse, verify, or control these external sites and resources. Any information, products, or services accessed on a third-party website are not governed by these Terms or our Privacy Policy, and Material Harbor makes no representations or warranties regarding them. If you follow a link to any third-party website or engage with any third-party service, you do so entirely at your own risk, and you understand that your use of any third-party site is subject to that third party’s own terms and policies. Material Harbor will not be liable for any damages or losses caused or alleged to be caused by or in connection with your use of or reliance on any content, advertising, products, services, or other materials available on or through any third-party sites or resources.
All transactions or dealings that you conduct through Material Harbor’s platform are solely between you and the other User or third party. Material Harbor does not guarantee or warranty any goods or services offered by third parties (including those offered by Sellers on our marketplace). We have no control over and do not guarantee the quality, safety, legality, authenticity, or availability of any items or services advertised or sold by Users, the truth or accuracy of any listings, descriptions, or User Content, the ability of Sellers to sell items or perform services, or the ability of Buyers to pay for them. Material Harbor does not screen or endorse Users or their offerings, and any dealings you have with other Users are done at your own discretion and risk.
Material Harbor is not involved in and does not assume any responsibility for the contracts or agreements between Buyers and Sellers. We do not act as an agent for either party, and we do not mediate, arbitrate, or otherwise get involved in disputes between Users (except that we may provide the dispute resolution mechanism outlined in Section 13, if applicable, or other customer service at our discretion). You agree that Material Harbor shall not be liable for any loss or damage of any kind arising from or related to any dealings or transactions between Users or between a User and any third party.
If a dispute arises between you and another User or any third party (such as a payment provider or a shipping carrier), you release Material Harbor (and our officers, directors, agents, subsidiaries, joint ventures, employees, and affiliates) from any and all claims, demands, and damages of every kind and nature, known and unknown, arising out of or in any way connected with such dispute. While we may, at our own discretion, try to help Users resolve disputes, Material Harbor has no obligation to become involved in any dispute between Users or between a User and any third party.
10. Disclaimer of Warranties.
THE WEBSITE AND SERVICES (INCLUDING ALL CONTENT, FUNCTIONS, AND INFORMATION MADE AVAILABLE ON OR ACCESSED THROUGH THE SERVICES) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MATERIAL HARBOR MAKES NO WARRANTY OR REPRESENTATION OF ANY KIND, EXPRESS OR IMPLIED, ABOUT THE SERVICES. TO THE FULLEST EXTENT PERMITTED BY LAW, MATERIAL HARBOR DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT.
WITHOUT LIMITING THE FOREGOING, MATERIAL HARBOR DOES NOT WARRANT OR GUARANTEE THAT: (a) THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR SECURE; (b) ANY DEFECTS OR ERRORS IN THE SERVICES WILL BE CORRECTED; (c) THE SERVICES OR THE SERVERS THAT MAKE THEM AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (d) THE RESULTS OF USING THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS. MATERIAL HARBOR MAKES NO GUARANTEES AS TO THE AVAILABILITY, UPTIME, OR RELIABILITY OF THE SERVICES, OR THAT THE SERVICES WILL BE ERROR-FREE.
All information or content (including User Content) presented on or through the Services is made available solely for general information purposes. MATERIAL HARBOR DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE ACCURACY, COMPLETENESS, TIMELINESS, OR USEFULNESS OF ANY INFORMATION OR CONTENT PROVIDED THROUGH THE SERVICES. You acknowledge that any reliance on such information is at your own risk.
Specifically, with respect to marketplace transactions and third parties, MATERIAL HARBOR MAKES NO WARRANTY THAT ANY GOODS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED FROM SELLERS OR OTHER THIRD PARTIES THROUGH THE SERVICES WILL MEET YOUR EXPECTATIONS OR BE OF ANY PARTICULAR QUALITY OR SUITABILITY. Any warranty or assurance for products or services offered by a Seller will be provided solely by that Seller, if at all, under the terms you agree to with the Seller. Material Harbor disclaims responsibility for any conduct, actions, or omissions of any User or third party using the Services. You assume all risk for any transactions you engage in with other Users or third parties.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE DISCLAIMERS MAY NOT APPLY TO YOU. IN SUCH CASES, ANY WARRANTIES REQUIRED BY LAW ARE LIMITED IN DURATION TO THE MINIMUM PERIOD PERMITTED BY LAW.
11. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MATERIAL HARBOR (OR ITS OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, AGENTS, AFFILIATES, OR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES OF ANY KIND, OR FOR ANY LOSS OF PROFITS, REVENUE, BUSINESS, GOODWILL, DATA, OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATED TO THE USE OF (OR INABILITY TO USE) THE WEBSITE OR SERVICES, OR ANY CONDUCT OR CONTENT OF ANY USER OR THIRD PARTY ON THE SERVICES, EVEN IF MATERIAL HARBOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. This limitation of liability applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other legal theory.
IN ADDITION, AND TO THE FULLEST EXTENT PERMITTED BY LAW, MATERIAL HARBOR’S TOTAL CUMULATIVE LIABILITY TO YOU FOR ALL CLAIMS RELATING TO OR ARISING UNDER THESE TERMS OR THE SERVICES WILL NOT EXCEED THE TOTAL AMOUNT (IF ANY) THAT YOU HAVE PAID TO MATERIAL HARBOR FOR THE SERVICES IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. If you have not paid any fees to Material Harbor in the 12 months prior to the claim, Material Harbor’s total liability for your claim shall not exceed a sum of US $100.00.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. IN SUCH JURISDICTIONS, OUR LIABILITY IS LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. You acknowledge and agree that the disclaimers and limitations of liability in these Terms are material bargained-for bases of this agreement and that Material Harbor has relied upon these disclaimers and limitations in providing the Services to you.
12. Indemnification.
You agree to indemnify, defend, and hold harmless Material Harbor and its owners, officers, directors, members, shareholders, employees, affiliates, contractors, agents, licensors, and business partners (collectively, the “Indemnified Parties”) from and against any and all claims, demands, lawsuits, proceedings, liabilities, damages, judgments, losses, costs, and expenses (including reasonable attorneys’ fees and court costs) that arise out of or relate to:
(a) Any use or misuse of the Website or Services by you or anyone using your Account, including any content you submit, post, or share and any interactions with other Users.
(b) Your breach or violation of any provision of these Terms, any Material Harbor policy, or any applicable law or regulation.
(c) Any breach of your representations or warranties set forth in these Terms, or any inaccuracies in the information you provide to Material Harbor.
(d) Any claim that any information, User Content, or other material provided by you (or by someone using your Account) infringes, misappropriates, or violates the intellectual property rights, privacy rights, or other rights of any third party.
Material Harbor reserves the right, at your expense, to assume the exclusive defense and control of any matter subject to indemnification by you, and you agree to cooperate fully with Material Harbor in asserting any available defenses and in all aspects of such defense. You may not settle or compromise any claim against any Indemnified Party without Material Harbor’s prior written consent, unless such settlement completely and unconditionally releases all Indemnified Parties from all liability and does not contain any admission of wrongdoing or liability.
This indemnification obligation will survive the termination or expiration of your Account or these Terms, and it applies even if your use of the Services is ultimately deemed unauthorized by you or a third party.
13. Dispute Resolution and Governing Law.
13.1 Governing Law.
These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or your use of the Services shall be governed by and construed in accordance with the laws of the state of Georgia, United States of America, without regard to its conflict of laws principles. However, the U.S. Federal Arbitration Act (9 U.S.C. §§ 1-16) will govern the interpretation and enforcement of the Arbitration Agreement in Section 13.2, as described below. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sales or transactions through the Services. Although these Terms are currently governed by the laws of the state of Georgia, if Material Harbor changes the state in which its principal place of business is located and registered, the laws of the then-current state of Material Harbor’s location and registration shall apply without regard to its conflict of laws principles.
13.2 Arbitration Agreement.
Except for the specific exceptions described in Section 13.3 (Exceptions) below, you and Material Harbor agree that all disputes, claims, or controversies arising out of or relating to these Terms or the use of the Services (collectively, “Disputes”) shall be resolved exclusively through final and binding arbitration on an individual basis, rather than in court. This includes disputes arising out of or relating to the interpretation or validity of this Arbitration Agreement, the arbitrability of any issue, or the respective rights and obligations of you and Material Harbor.
You acknowledge that by agreeing to arbitration, you and Material Harbor are each waiving the right to a trial by jury and the right to participate in a class action or similar proceeding. (See Section 13.4 below for the class action waiver.)
The arbitration shall be administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or, if you are an individual using the Services primarily for personal or household use, the AAA’s Consumer Arbitration Rules, if applicable). The arbitrator shall be a single neutral arbitrator mutually agreed upon by the parties or, if the parties cannot agree, appointed by the AAA in accordance with its rules. The arbitration shall be conducted in the English language.
Unless you and Material Harbor agree otherwise, any arbitration hearing will be conducted in Chatham County, state of Georgia, United States of America or if Material Harbor changes the state in which its principal place of business is located and registered, in the county and state of its then-current principal place of business. If your claim is for $10,000.00 or less, you may choose whether the arbitration will be conducted solely on the basis of documents submitted to the arbitrator, through a telephonic or video appearance, or by an in-person hearing as established by the AAA rules. If your claim exceeds $10,000.00 the right to a hearing will be determined by the AAA rules. The arbitrator will have the authority to award any relief that a court of competent jurisdiction could award under law, subject to the limitations and exclusions of liability and damages contained in these Terms. The arbitrator’s award shall be binding and final, and judgment on the award may be entered in any court of competent jurisdiction. The arbitrator shall provide a reasoned written decision if requested by either party.
The arbitration proceedings, including any rulings, decisions, or awards by the arbitrator, shall be kept confidential by the parties, except to the extent that disclosure is necessary to enforce the arbitrator’s decision or as otherwise required by law.
13.3 Exceptions to Arbitration (Small Claims and Injunctive Relief).
Despite the above agreement to arbitrate, you or Material Harbor may choose to pursue a claim in a small claims court (or an equivalent court of limited jurisdiction for small disputes) if the claim qualifies for such court and so long as the matter remains in that court and advances only on an individual (non-class, non-representative) basis.
In addition, either party may seek injunctive or other equitable relief in a court of competent jurisdiction for claims related to intellectual property rights (for example, allegations of misuse or infringement of intellectual property, including trademarks, trade dress, copyrights, or patents) or claims involving unauthorized access to or misuse of the Services (for example, a request for an injunction to stop hacking or data theft). Seeking any such provisional remedies in court shall not be deemed a waiver of the right to arbitrate for any other claims.
13.4 Waiver of Class Actions and Jury Trial.
You and Material Harbor agree that all Disputes will be resolved on an individual basis and that any claims brought under these Terms or in connection with the Services must be brought in your or Material Harbor’s individual capacity and not as a plaintiff or class member in any purported class, collective, consolidated, or representative proceeding. The arbitrator shall not consolidate or join the claims of multiple parties and shall not have authority to hear or arbitrate any class, collective, or representative action.
By agreeing to these Terms, you and Material Harbor each waive the right to a trial by jury and the right to participate in a class action, class arbitration, or any other representative proceeding for any Dispute, to the fullest extent permitted by law.
13.5 Arbitration Fees and Costs.
Payment of all filing, administration, and arbitrator fees will be governed by the AAA’s rules. We will pay for arbitration fees (excluding your own attorneys’ fees) for claims totaling less than $5,000.00 unless the arbitrator finds your claims to be frivolous. For claims exceeding $5,000.00, the arbitration fees shall be allocated as determined by the AAA rules or as determined by the arbitrator, subject to any limitations under applicable law.
Each party shall bear its own attorneys’ fees and costs (including expert witness fees and costs) unless an applicable law or the AAA rules provide otherwise. However, if the arbitrator determines that one party prevailed on a claim that allows the award of attorneys’ fees, the arbitrator may award reasonable attorneys’ fees to the prevailing party, in accordance with applicable law.
13.6 Opt-Out Right.
Material Harbor does not foresee any automatic opt-out, but if you are a new user of the Services, you have the right to opt out of the arbitration agreement in this Section 13 within 30 days of first accepting these Terms. To opt out, you must send a written notification to Material Harbor at admin@materialharbor.com with the subject line “Arbitration Opt-Out” and include in the body of the email your full name and a clear statement that you want to opt out of the arbitration agreement. If you opt out of arbitration, the other parts of these Terms (including the governing law and venue provisions below) will still apply to you. Opting out of this arbitration agreement will not affect any other terms or your ability to use the Services. (If you have been using the Services before this Arbitration Agreement took effect and had a previous opportunity to opt out, continuing to use the Services indicates that you did not opt out and thus you agree to this Arbitration Agreement).
13.7 Venue for Litigation.
Except for small claims actions and requests for injunctive relief as allowed in Section 13.3, in the event that the arbitration agreement in this Section is found not to apply to you or your claim, or if you opt out of arbitration pursuant to Section 13.6, you and Material Harbor agree that any judicial action or proceeding (other than small claims cases) arising out of or related to these Terms or your use of the Services shall be brought exclusively in the state or federal courts located in Chatham County, state of Georgia, United States of America, or if Material Harbor changes the state in which its principal place of business is located and registered, in the county and state of its then-current principal place of business. Both you and Material Harbor consent to the exclusive personal jurisdiction and venue of such courts for the purpose of litigating any such dispute. You also agree to waive any objections based on improper venue or forum non conveniens, and you agree not to argue that the chosen courts are inconvenient for you.
13.8 Time Limit to Bring Claims.
To the extent permitted by law, any Dispute must be filed within one (1) year in an appropriate forum (whether in arbitration or in court, as applicable) after the claim arose; if a claim or cause of action is not filed within one year, it will be permanently barred. This Section 13.8 does not apply to claims by Material Harbor for unpaid fees or indemnification.
14. Force Majeure.
Material Harbor shall not be liable for any delay or failure in performance of any part of the Services (including hosting of the Website or any transaction facilitation) to the extent that such delay or failure is caused by circumstances beyond Material Harbor’s reasonable control. This includes, without limitation, acts of God, earthquakes, fires, floods, lightning, wind, drought, natural disasters, epidemics or pandemics, acts of terrorism, explosions, wars, civil disturbances or riots, strikes or other labor disputes, acts or decrees of governmental authorities, national or regional emergencies, supply or material shortages, power or internet outages, or failure of telecommunications or data networks (each a “Force Majeure Event”).
If a Force Majeure Event occurs that affects Material Harbor’s performance of its obligations under these Terms, our obligations will be suspended for the duration of the event. Material Harbor will make reasonable efforts to mitigate the effects of the Force Majeure Event and resume full performance of its obligations as soon as practicable. The timelines for Material Harbor’s performance will be extended for the period of the delay or inability to perform due to the Force Majeure Event.
Nothing in this clause excuses or suspends your obligation to pay any fees for Services already provided or to perform any other obligations you owe under these Terms. However, depending on the circumstances, we may work with you to find a fair resolution (for example, by extending subscription periods if service is interrupted by a Force Majeure Event).
15. Termination.
Material Harbor reserves the right to suspend or terminate your Account or your access to all or any part of the Services at any time, with or without prior notice, and with or without cause. This means that we may disable your Account or access to our Services if, for example, we believe that you have violated these Terms, if your activities expose us or other Users to legal risk, if your Account has been inactive for an extended period, or for any other reason at our sole discretion. We will attempt to notify you of any such termination or suspension, via the email address associated with your Account or by displaying a notice the next time you attempt to access your Account.
You have the right to stop using the Services at any time. You may terminate your Account by providing written notice to us (for example, by emailing us at admin@materialharbor.com with a request to delete your Account). Account termination requests may take a reasonable period to process. Please note that simply uninstalling a mobile application or ceasing to visit the Website will not terminate your Account; you must notify Material Harbor to formally terminate your Account.
Upon any termination of your Account, whether by you or by us, your right to use the Services will immediately cease. Termination of your Account may involve deletion of your profile information and User Content from our live databases. Material Harbor will not have any liability whatsoever to you for any suspension or termination of your access to the Services, including for deletion of your data. However, certain obligations and rights under these Terms will continue even after your Account is terminated.
The following provisions shall survive termination of these Terms and/or your Account: any obligation you have to pay for Services (including subscription fees) already provided (or that have been incurred prior to termination), any provisions regarding ownership or use of intellectual property (Sections 6 and 7), any obligations of indemnification (Section 12), disclaimers or limitations of liability (Sections 10 and 11), the dispute resolution and arbitration agreement (Section 13) – to the extent applicable – and any other provisions which by their nature are intended to survive termination (including the Miscellaneous provisions in Section 17). Termination of your Account or access to the Services does not relieve you of any liability or obligation incurred prior to termination, nor preclude Material Harbor from pursuing any rights or remedies it may have against you.
Please note that terminating your Account will not automatically result in the deletion of information that you have posted publicly (for example, if you participated in any public forums or reviews, those contributions might remain visible unless removed by us). We reserve the right to handle any post-termination data in accordance with our Privacy Policy and applicable laws.
16. Changes to Terms.
Material Harbor reserves the right to modify or update these Terms at any time in its sole discretion. If we make any material changes to these Terms, we will post the revised Terms on the Website and update the “Last Updated” date at the top. In some cases, we may also notify you of a change via the email associated with your Account or by other means. Any modifications to these Terms will be effective immediately upon posting (or as of the effective date otherwise indicated).
It is your responsibility to review these Terms periodically for updates. If you continue to use the Website or Services after any revised Terms have been posted, you will be deemed to have accepted the changes. If you do not agree to a new or revised term, you must stop using the Services and close your Account.
For clarity, no unilateral amendment will retroactively change agreed dispute resolution provisions for then-pending disputes, unless the parties expressly agree otherwise. Except for changes made by Material Harbor as described here, no other modification or amendment to these Terms will be binding on us unless in writing and signed by an authorized Material Harbor representative.
17. Miscellaneous.
These Terms (together with any documents or policies expressly incorporated by reference, including our Privacy Policy and any applicable program terms for optional Services or features) constitute the entire agreement between you and Material Harbor with respect to the subject matter hereof, and supersede any and all prior or contemporaneous understandings or agreements (whether oral or written) relating to the same subject matter. You acknowledge that you have not relied on any representation, promise, or statement not expressly set forth in these Terms.
If any provision of these Terms is held to be invalid, illegal, or unenforceable for any reason by a court or arbitrator of competent jurisdiction, then that provision shall be deemed severed from these Terms and shall not affect the validity or enforceability of the remaining provisions. The parties agree that the court or arbitrator should endeavor to give effect to the parties’ intentions as reflected in the invalid or unenforceable provision, to the maximum extent permitted by law, and the other provisions of these Terms shall remain in full force and effect.
No failure or delay by Material Harbor in exercising any right, power, or remedy under these Terms shall operate as a waiver of that right, power, or remedy. Similarly, Material Harbor’s election to not assert a right or insist on strict performance in one instance does not mean it waives the right to do so in another instance. Any waiver of any provision of these Terms will be effective only if in writing and signed by Material Harbor.
You may not assign or transfer these Terms or any of your rights or obligations hereunder, whether by operation of law or otherwise, without Material Harbor’s prior written consent. Any attempt by you to assign these Terms without consent will be null and void. Material Harbor may freely assign or transfer these Terms (in whole or in part), or delegate any obligations hereunder, without notice or consent. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties and their respective permitted successors and assigns.
You and Material Harbor are independent contractors, and nothing in these Terms is intended to create any partnership, joint venture, agency, employment, or fiduciary relationship between you and us. You do not have any authority of any kind to bind Material Harbor in any respect whatsoever, and vice versa. Each party is responsible for its own obligations under these Terms.
Except as expressly provided in these Terms, there are no third-party beneficiaries to these Terms. These Terms are for the benefit of you and Material Harbor (and our respective successors and assigns, where permitted) only, and not for any other person or entity. No other person or entity shall have any rights to enforce any term of these Terms. (For clarity, Material Harbor’s affiliates and the Indemnified Parties may enforce the provisions pertaining to them, as applicable.)
You agree to comply with all export and import control laws, and all other applicable laws and regulations, applicable to your use of the Services. You shall not use the Services if you are located in a jurisdiction where the provision of the Services is prohibited by law (including, for example, if you are located in a country embargoed by the U.S. government or are on a sanctions list). You represent and warrant that you are not located in, under the control of, or a national or resident of any such prohibited country or on any such prohibited party list.
The section titles and headings in these Terms are for convenience only and have no legal or contractual effect. “Including” means “including without limitation.” Words in the singular include the plural and vice versa. Any version of these Terms in a language other than English is provided for convenience only. In the event of any inconsistency or conflict between the English version and any non-English version of these Terms, the English-language version shall prevail and control.
Under California Civil Code Section 1789.3, users of the Services from California are entitled to the following specific consumer rights notice: the name of the provider of the Services is Material Harbor, LLC. If you have a question or complaint regarding the Services, please contact us by writing to admin@materialharbor.com. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs at 400 R Street, Sacramento, CA 95814, or by phone at (916) 445-1254 or (800) 952-5210.
If you are a U.S. government end user, our Services are provided as “Commercial Items” as defined in 48 C.F.R. §2.101, and use of the Services by the Government constitutes acknowledgment of our proprietary rights in the Services and the Material Harbor IP.
18. Contact Information.
If you have any questions, concerns, feedback, or comments regarding these Terms or the Services, please contact us at:
Material Harbor, LLC
Email: admin@materialharbor.com
We will do our best to respond to your inquiry in a timely manner. Your correspondence with us (including any emails) is subject to these Terms and our Privacy Policy.
Thank you for reading these Terms and for using Material Harbor. We value your business and your compliance with these Terms helps us maintain a trusted and safe marketplace for all users. By using our Website and Services, you acknowledge that you have read these Terms, understand them, and agree to be bound by them. If you do not agree, please refrain from using the platform.