Material Exchange

Sourcing Hub Terms and Conditions

Issued on: February 6, 2025 | Last modified: February 6, 2025

1. INTRODUCTION

Please read the Terms and Conditions (Terms) carefully before using the Material Exchange Sourcing Hub powered by AI Frank (SH).

The Sourcing Hub is a digital platform and ecosystem connecting Brands and Suppliers for efficient sourcing, negotiation, and collaboration.

The SH is a business-to-business platform with a focus on the fashion industry. It serves as a unified space for suppliers, sales executives, sourcing experts, fashion brands and manufacturers to streamline their sourcing activities. The SH offers a comprehensive set of features that enable users to automate their sourcing processes through AI Frank, exchange their data and communicate.

The SH encompasses various services designed to cater to the needs of its users. These services include, but are not limited to, sourcing services, scanning services, sample ordering, and other. Collectively, any such service or services provided by ME are referred to as the Services in these Terms.

Material Exchange Ventures AB (ME) with its principal place of business at c/o Convendum Birger Jarlsgatan 57A Box 16391 Stockholm, Sweden owns and operates SH. ME has subsidiaries in different countries.

Each time you use or access the SH you signify your assent to these Terms. These Terms represent the standard form contract entered between ME and each person interacting with the SH (User). If you do not agree to all these Terms, you may not use the SH. Your usage of certain products or/and services may require you to agree to additional Terms and Conditions or enter into separate agreements with us or applicable partners, suppliers or other users. If you are accepting these terms and using SH on behalf of a company, organization, government, or other legal entity, you represent and warrant that you are authorized to do so. The user guarantees that the person who accepts the Terms on behalf of the user is authorized to accept these Terms. Otherwise, in the case of fraudulent treatment with the SH Account, ME may claim adequate indemnification from the user. SH is only available to users who act in execution of their commercial or independent business activity.

The Terms are effective as of the “Last Modified” date above. ME may change these Terms at any time, with or without notice to you, by posting an updated version to the SH (all legal documents, including these Terms are stored on our website www.material-exchange.com/legal and links are available at the SH) and by posting notification on changes. It is your responsibility to check this Terms periodically for changes. If any modification to the Terms is unacceptable to you, you must immediately stop accessing or using the SH. YOUR CONTINUED ACCESS OR USE OF THE SH FOLLOWING ANY MODIFICATION TO THE TERMS SHALL BE CONCLUSIVELY DEEMED AS ACCEPTANCE OF SUCH MODIFICATION(S). ME may terminate these Terms and your access to all or any part of SH at any time and for any reason without prior notice or liability and in ME’s sole discretion.

The terms below govern your use of the SH and items provided or offered thereon. If you order or request additional services, additional terms apply to the purchase and to the use of those services. Terms and conditions deviating from these Terms and conditions shall only apply if these are confirmed by ME or its subsidiary or affiliate in writing.

Age Restrictions: You must be at least the age of majority in the country where you live when using SH.

2. KEY DEFINITIONS

For the sake of transparency and clarity of these Terms, some of the key definitions are mentioned within this whereas others definitions are mentioned through the Terms. In these Terms, words in the singular include the plural and vice versa.

Capitalized terms not otherwise defined in these Terms will have the following meaning:

Booking means Bulk Order placed by Brand and confirmed by Supplier.

Brand is a professional representing the buying side with a strong inclination towards sourcing materials, components, garments, or products.

Bulk Inquiry is an action performed by a Brand to confirm or negotiate the price and quantity of one or more Products, facilitating a bulk order.

Bulk Order refers to a substantial purchase order placed by a Brand for a specific Product or range of products. These orders are for commercial use and are of significant scale, distinguishing them from smaller sample requests.

Certificates are uploaded files, indicating that the associated Products has undergone a qualification test or evaluation and meets specific criteria outlined in contracts, regulations, or specifications. It’s important to note that ME (the platform) cannot verify the accuracy of the statements made in certificates. It is the responsibility of each User to verify the validity of any certificates presented by other Users.

Digital Scanning Services provide accurate physical appearance and measurements of materials before they are created and uploaded to the SH.

Frank AI is an AI-driven sourcing module operating within the Sourcing Hub platform, providing automated matching, streamlined collaboration, and data-driven insights for Brands and Suppliers.

Product refers to digital materials, components or garments that are uploaded/created by users.

Sample Request is an action performed by a Brand to request a sample from Suppliers. This feature also assists users in managing and tracking the status of requested samples.

Services are different services provided on the SH designed to cater to the needs of its Users. These services include, but are not limited to, sourcing services, digital scanning services, sample request,

Sourcing Hub (SH) is a B2B digital platform and ecosystem connecting Brands and Suppliers for efficient sourcing, negotiation, and collaboration.

Supplier is a business that offering its Products for sale.

Transaction data refers to the information captured within the SH during User transactions. This data may include, but is not limited to, details about the other User involved in the transaction, estimated delivery dates, materials involved, material prices, order quantities, estimated shipping dates, shipping information, contract numbers, contract dates, contract prices, unit prices, estimated commission amounts, payment details, order references, warehouse/storage data, and any relevant notes associated with the transaction.

User refers to any individual or entity who uses or accesses the Services, including both Brands and Suppliers.

Content means any information, text, graphics, logos, images, or other material uploaded, downloaded, or appearing on the Services.

3. DATA PROTECTION

The SH may request personal data from you – which of some are mandatory in order to use the SH while other you are free to deny. Please review our Data Protection Notice, which governs the processing of personal data on the SH, and to which Users acknowledge to be informed in order to use the SH. ME’s Data Protection Notice describes the measures taken by ME to ensure that your data is secure.

4. REGISTRATION

Registration on the SH is by invite only.

Users are directly invited via email within the backoffice system managed by the ME team. Once a User receives an invitation to register on the SH, they follow a series of steps to complete the registration process within the platform. For registration for the user account on the SH it is necessary to provide certain information like first name, last name, company name, password, company/business e-mail address, and phone number.

Registration on the Sourcing Hub (SH) is fully managed by the Material Exchange (ME) team. A centralized invitation link is prepared and emailed to the User. By following the link, the User will be prompted to review and accept the Terms and Conditions and set their user and password before their account is activated.

User must be legally competent to enter into contracts to be registered. You may not have a screen name that is vulgar, attempts to impersonate another person or violates the rights of others, including the intellectual property rights of any person or entity. ME also may reject any screen name that ME determines at its discretion is unacceptable for use on the SH. The information you provide during registration must be accurate and complete, and you agree not to register under the name of another person or otherwise impersonate any other person, including any user, moderator, public figure, or ME employee. You must provide accurate information of your company/organization. If, after investigation, ME has reasonable grounds to suspect that your information is untrue, inaccurate, not current, or incomplete, ME may suspend or terminate your account and prohibit your future use of the SH. ME explicitly disclaims liability for any and all losses and damages arising from your failure to comply with this section by giving false, untrue or inaccurate information regarding your identity, company/organization or any relevant information for using SH. ME is not responsible and cannot be held liable for checking the information provided by User during the registration process. You may not transfer or dispose your account(s) to any other company, organization, individual or anyone else or to other company users without our prior written permission. It is absolutely forbidden to give access (give User account) to other company employees without our prior written permission. You may never use another’s account without permission. It is your sole responsibility to (i) control the dissemination and use of passwords or any other access tools or credentials; (ii) authorize, monitor, and control access to and use of your company account and password; (iii) immediately notify ME of any unauthorized use of your password or account or any other breach of security; and (iii) promptly inform your company of any need to deactivate a password. You grant ME and all other persons or entities involved in the operation of the SH the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of the SH. The ME cannot and does not assume any responsibility or liability for any information you submit, or your or third parties’ use or misuse of information transmitted or received using the SH, ME tools and you must notify ME immediately of any breach of security or unauthorized use of your User account. Although ME will not be liable for your losses caused by any unauthorized use of your account, you may be liable for the losses of your company or others due to such unauthorized use. ME will not be liable for any loss or damage arising from your failure to comply with this Section.

All logins are individualised and may only be used by the respective authorised User. The User is also responsible for the confidentiality of subaccounts (e.g. its employees’ log-ins) and shall instruct its personnel accordingly.

5. SOURCING/BULK INQUIRY AND ORDER

In the Sourcing Hub, Brands can utilize an AI-powered system to find required materials or fabrics and communicate directly with Suppliers. Through the SH, Brands may request, confirm, or negotiate the price and quantity of one or more Products from a designated Supplier in connection with a Bulk Order inquiry. While the SH facilitates this initial sourcing and negotiation step, the monetary transaction itself cannot be completed fully within the SH.

We encourage Brands and Suppliers to use the SH as their primary communication channel, as it provides a tailored, streamlined solution for both parties. If preferred, Users may also conduct parts of their negotiation and communication outside of the SH.

ME shall not be held responsible for any contractual relationship or damage occurred between the Users regarding Bulk Inquiry, ordering and delivery of the Bulk Order. ME shall not be held liable especially regarding applicable consumer protection rights which may arise from Bulk Inquiry/Bulk Order. ME acts only in the capacity of provider of to legal persons and shall not be deemed to provide to natural persons which can be treated by any applicable laws as consumers.

6. OTHER SERVICES

a. DIGITAL SCANNING SERVICE

The Digital Scanning Service is provided by the digitalisation team of ME based on the separate agreement between the parties. Upon agreement between the parties the User can send its Products to one of ME’s scanning hubs or partner alliances. The User is responsible for the shipment, customs (if applicable), fees and any other related costs. The digital content will be delivered/uploaded through the SH.

For further details and inquiries about the scanning services, please reach out to scanning@material-exchange.com.

b. SAMPLE REQUEST

While using the SH, Users have the option to request physical samples of Products. These samples can be distributed to Users either by ME or directly by the Supplier. It’s important to note that all costs associated with shipping the samples are the responsibility of the shipper, whether it is ME or the Supplier.

ME shall not be held accountable for any contractual relationships or damages that may occur between the User and Supplier regarding the ordering and delivery of the physical samples, specifically if the Supplier is responsible for shipping the samples. Additionally, ME shall not be held liable for any potential consumer protection rights that may arise from ordering samples. ME’s role is solely as a provider of services to legal entities and should not be treated as a provider to natural persons, as governed by applicable laws.

7. LICENSE AND ACCESS

Subject to your compliance with these Terms and your payment of any applicable fees based on the connectedagreement, ME hereby grants to User, limited, non-exclusive non-transferable, non-sublicensable license to access the SH, during the duration of these Terms, to access and use the SH. Upon termination of these Terms, the rights granted hereunder will automatically terminate, and the User may not continue to use the SH.

ME will make reasonable efforts to ensure that the SH is available twenty-four hours a day, seven days a week. However, there will be circumstances when they will be interrupted for maintenance, upgrades and emergency repairs or due to failure of telecommunications links and equipment. Every reasonable step will be taken by ME to minimize such disruption where it is within ME’s reasonable control. ME retains the right to create limits on use and storage with respect to the SH in its sole discretion at any time with or without notice. Users also certifies that she/he is legally permitted/authorized by the legal entity she/he represents to use the SH. Users shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to and use the SH, including, without limitation, modems, hardware, software, and long distance or local telephone service. Users shall be responsible for ensuring that such equipment or ancillary services are compatible with the SH.

ME is committed to making the SH accessible to people with disabilities, as required by applicable law. If you desire to receive information on the SH in a different format that is more accessible to you, please contact ME and ME will make all reasonable efforts to accommodate your request.

8. IN-APP NOTIFICATIONS

In-app notifications may include: banners, pop ups and product tours notifying about new changes or updates. Notification bell indicates the activity done in the system by Suppliers and Brands.

9. SUPPORT

Support is available for the Users via e-mail at support@material-exchange.com There are 3 levels of support:

a) Level I support means to help for the User with simple problems, such as password reset or general “how to” questions. Level I support requests may be responded to within 12 hours.

b) Level II support means to help with more complex problems than for Level I support, such as issues dealing with advanced features of the SH. Level II support requests may be responded to within (2) business days hours and may involve secure access to the User’s account in ME’s hosted environment.

c) Level III support means issues, questions, and requests involving possible product bugs or failures. Level III support requests can be responded to within two (2) business days and may involve secure access to User’s account in ME’s hosted environment.

Any additional or dedicated support resources may be provided and will be subject to negotiation under a separate statement of work.

10. TERMINATION

You’re free to terminate use of the SH at any time by contacting us at support@material-exchange.com. Please refer to our Data Protection Notice, to understand how we treat information you provide to us after you have stopped using the SH and how you are able to delete your personal data (and account).

ME is also free to terminate (or suspend access to) your use of the or your account for any reason in our discretion, including your breach of these Terms. ME has the sole right to decide whether you are in violation of any of the restrictions set forth in these Terms.

Account termination may result in destruction of any Content associated with your account, so keep that in mind before you decide to terminate your account. We will use reasonable efforts to provide you with notice of our termination of your access to the SH, where, in ME sole discretion, failure to do so would materially prejudice you. You agree that ME will not be liable to you or any third-party as a result of its termination of your right to use or otherwise access the SH.

Provisions that, by their nature, should survive termination of these Terms shall survive termination. By way of example, all of the following will survive termination: any obligation you have to pay us or indemnify us, any limitations on our liability, releases, disclaimers of warranties, any terms regarding ownership or intellectual property rights, choices of law and judicial forum, and terms regarding disputes between us.

11. ACCESS AND MONITORING

ME and its subcontractors may access User’s account and Content as necessary to identify or resolve technical problems or respond to complaints about the SH or as may be required by law. ME shall also have the right, but not the obligation, to monitor the SH to determine User’s compliance with the Terms. Without limiting the foregoing and with two (2) days prior notice, ME shall have the right to remove any material submitted to the SH that ME finds to be in violation of the provisions of these Terms.

12. CONTENT - SUBMISSIONS

User submitted material (whether submitted through registration, participation, public sharing, posting, uploading, linking, downloading and transferring, commenting, chatting) may include, but is not limited to description of materials, company information, profile pictures and photographs, banners, files, documents, scanned materials, videos or other content provided by Users and third parties, scanned material, graphics, art, software, code, data, text, video, scripts, codes, photos, audio, opinions, descriptions, messages, files, documents, designs, models, images, audio-visual works, musical compositions, sound recordings, your specific output generated by , postings, your and/or other persons’ names, likenesses, voices, screen names, profiles, actions, appearances, performance and/or other biographical information, Supplier Content or other materials on SH. The User maintains ownership of and responsibility for the Content while using the SH. ME does not claim ownership of any Content that you or other User’s post, upload, submit or otherwise provide to the SH.

You are solely responsible for establishing the appropriate level of permissions (Visibility) to your Content.

In terms of SH rights, permissions and licenses contained herein, you represent and warrant that you either own or have all the necessary intellectual property rights in the Content and that your Content is non-infringing on the patent, copyright, trademark or other intellectual property rights of others. Do not post, upload, submit or otherwise provide Content to SH that is protected by the intellectual property rights of others, unless you own or have the necessary rights or licenses to do so. YOU, AND NOT ME, ARE LIABLE FOR ANY DAMAGES AND PENALTIES RESULTING FROM INFRINGEMENT OF COPYRIGHTS, PROPRIETARY RIGHTS, OR ANY OTHER HARM ARISING FROM SUCH SUBMITTING, POSTING, OR PROVIDING OF CONTENT.

ME reserves the right to remove any Content from the SH, suspend or terminate User’s right to use the SH in case of a breach of these Terms or pursue any other remedy or relief available to the ME and/or the SH under law, for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if ME is concerned that user may have breached the immediately preceding sentence).

The User, in the capacity of Supplier, will upload materials (whether submitted through registration, participation, public sharing, posting, uploading, linking, downloading and transferring, blogging, commenting, chatting, and/or bulletin board and forum participation) which may include, but is not limited to description of materials, company information, profile pictures and photographs, banners, files, documents, scanned materials, videos or other content provided by Users and third parties, graphics, art, software, code, data, text, video, scripts, codes, photos, audio, opinions, descriptions, messages, files, documents, designs, models, images, audio-visual works, musical compositions, sound recordings, postings, persons’ names, likenesses, voices, screen names, profiles, actions, appearances, performance and/or other biographical information or other materials on SH (Supplier Content). Supplier Content may include Exclusive Content. The User in the capacity of Supplier is solely responsible to establish the appropriate level of permissions (visibility) and configuration to protect Exclusive Content. The User in the capacity of Supplier must follow the Supplier Manual which includes instructions for preparing and uploading materials (images and attributes) into the SH and organizing materials inside of collections. If you, as a Supplier, share public Content or Exclusive Content, then you grant to other Users the license to view, download, modify and to use the Content for their own purposes.

You represent and warrant that you either own or have all the necessary intellectual property rights in the Content and that your Content is non-infringing on the patent, copyright, trademark or other intellectual property rights of others. Do not post, upload, submit or otherwise provide Content to SH that is protected by the intellectual property rights of others, unless you own or have the necessary rights or licenses to do so.

Any information or Content publicly posted or privately transmitted through the SH is the sole responsibility of the person from whom such Content originated, and you access all such information and Content at your own risk, and ME is not liable for any errors or omissions in that information or Content or for any damages or loss you might suffer in connection with it. We cannot control and have no duty to take any action regarding how you may interpret and use the Content or what actions you may take as a result of having been exposed to the Content, and you hereby release us from all liability for you having acquired or not acquired Content through the. We can’t guarantee the identity of any Users with whom you interact in using the and are not responsible for which Users gain access to the SH.

13. TRANSACTION DATA

User transaction data captured via SH may include, but is not limited to other User in transaction, (estimate) delivery date, material, price of material, order quantity, (estimate) shipping date, shipping data, contract number, date of contract, contract price, unit price, (estimate) commission amount, payment details, order reference, warehouse (storage) data, any relevant note etc. The User maintains ownership of the Transaction Data.

14. ME'S AND USER'S RIGHTS TO USER CONTENT AND TRANSACTION DATA

ME and Users may use other User (i) Content submitted to SH and (ii) Transaction data captured via SH:

If you do post or submit User Content, and unless we indicate otherwise, you grant ME a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub licensable right to use, analise, reproduce, modify, adapt, publish, translate, create derivative works from, distribute, and display such user content throughout the world in any media. You grant ME and sub licensees the right to use the name that you submit in connection with such User Content, if they choose.

You agree that such User Content license includes the right for ME to provide, promote, and improve the SH, including but not limited to resolving disputes amongst users, and to make the User Content submitted to or through the Website and/or SH available to other companies, organizations or individuals who partner with MEV for the syndication, broadcast, distribution or publication of such User Content on other media and services, subject to our Terms and Conditions for such content use.

You grant ME a nonexclusive, royalty-free, perpetual, irrevocable, and fully sub licensable right to use, analyse, reproduce, translate, create derivative works from and distribute, Transaction data for the purpose of improving the service, SH and entire experience (track delays, missing information, problems in communication etc.).

Such additional uses by ME, or other companies, organizations or individuals who partner with MEV, may be made with no compensation paid to you with respect to the User Content that you submit, post, transmit or otherwise make available through the MEV services.

ME and Users may modify or adapt your User Content in order to transmit, display or distribute it over computer networks and in various media and/or make changes to your User Content as are necessary to conform and adapt that content to any requirements or limitations of any networks, devices, services or media.

ME reserves the right at all times (but will not have an obligation) to remove or refuse to distribute any User Content through the ME services, to suspend or terminate users, and to reclaim accounts.

ME also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to:
i) satisfy any applicable law, regulation, legal process or governmental request;
ii) enforce the Terms, including investigation of potential violations hereof;
iii) detect, prevent, or otherwise address fraud, security or technical issues;
iv) respond to user support requests;
v) improve the SH and transactions on it;
vi) protect the rights, property or safety of ME, its users and the public.

15. OPERATION - FILE UPLOADING/DOWNLOADING

ME will make reasonable efforts to keep the server operational at all times, but ME does not guarantee that the server will be available for use at any particular time. There may be service interruptions due to hardware or software failures, periodic maintenance procedures, or other factors. Where service interruptions can be anticipated, ME will make reasonable efforts to post warnings on the SH. You are responsible to keep your content protected.

16. FILE UPLOADING

By uploading Content to the SH, you warrant that you are not uploading viruses, worms, Trojan horses or other malicious, illegal, or unlawful code which is designed to interrupt, destroy, or limit the functionality of any software or hardware.

You may upload any file type to SH to participate in particular discussion areas. You may not use SH to upload copyrighted material for which you are not the copyright owner or which you do not have appropriate permissions to reproduce. You also should not upload Content that do not clearly relate to the ongoing discussions in SH. You are responsible for securing permissions to post any copyrighted material.

17. FILE DOWNLOADING

ME is not responsible for the contents of any files present on SH (except for ME’s Digital scanning services and file postings by ME). ME has not formally tested these files and therefore cannot make any representations regarding their quality, safety or suitability. In particular, ME will not support the use of any particular file downloaded from SH. All files downloaded from SH are used entirely at the risk of those Users. In particular, ME does not certify that any executable (EXE) file present in SH is safe to run on any computer system. There are inherent dangers in the use of any software found on the Internet, and ME cautions you to make sure that you completely understand the risk before retrieving any software on the Internet. Users should take standard precautions when downloading and using any files from SH, including checking files for the presence of any viruses.

18. INTERACTIONS BETWEEN DIFFERENT SUBJECTS ON THE SH

The SH is open to all points of view on the intended business-related topics, and ME is committed to maintaining a comfortable environment for all visitors. ME encourages participation as exchanges of information, perspectives and ideas provide important benefits to all participants. As a participant you must interact with other Users respectfully, as you would in any public or professional arena. If you disagree with the statements of another User, it is acceptable to engage in polite, mature debate. Name-calling, personal attacks, harassment, and other aggressive postings or behavior are not permitted.

Your interactions with organizations and/or individuals found on or through the SH, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that ME shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings.

If there is a dispute between participants on this SH, or between Users and any third party, you agree that ME is under no obligation to become involved. In the event that you have a dispute with one or more other Users, you release ME, its directors, officers, employees, contractors, advisors, agents, and successors from loss, expenses, claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes.

ME has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party services or by any third party that you interact with through the SH. In addition, ME will not and cannot monitor, verify, censor or edit the content of any third-party site or service. We encourage you to be aware when you leave the SH and to read the terms and conditions and privacy policy of each third-party website or service that you visit or utilize. By using the SH, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

19. DISCLAIMER OF WARRANTY

YOU EXPRESSLY AGREE THAT YOUR ACCESS OR USE OF SH IS AT YOUR SOLE RISK. NEITHER ME, ITS EMPLOYEES, AFFILIATES, AGENTS, LICENSEES, LICENSORS, NOR THE LIKE WARRANT THAT SH WILL BE UNINTERRUPTED OR ERROR FREE. NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE ACCESS OR USE OF SH, OR AS TO THE QUALITY, ACCURACY, OR RELIABILITY OF ANY CONTENT OR OTHER MATERIAL PROVIDED THROUGH SH. SH IS PROVIDED ON AN “AS IS,” “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OTHER THAN THOSE WARRANTIES WHICH ARE IMPLIED BY AND INCAPABLE OF EXCLUSION, RESTRICTION, OR MODIFICATION UNDER THE LAWS APPLICABLE TO THIS AGREEMENT. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ME, ITS EMPLOYEES, AGENTS, LICENSEES, LICENSORS, OR THE LIKE SHALL CREATE A WARRANTY; NOR SHALL YOU RELY ON ANY SUCH INFORMATION OR ADVICE.

20. LIMITATION OF LIABILITY AND INDEMNITY

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ME, ITS REPRESENTATIVES AND ANYONE ELSE INVOLVED IN CREATING, PRODUCING, OR DISTRIBUTING SH, SHALL NOT BE LIABLE FOR ANY DIRECT OR INDIRECT, DAMAGES (INCLUDING DAMAGES: THAT RESULT FROM RELIANCE BY YOU ON ANY CONTENT OR OTHER MATERIAL OBTAINED ON SH, MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF CONTENT, FILES OR E-MAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE; OR (ii) RELATING TO LOSS OF BUSINESS, TELECOMMUNICATION FAILURES, LOSS, CORRUPTION, SECURITY, THEFT OF DATA, LOSS OF PROFITS OR INVESTMENT, ACCOUNTING POSITIONS TAKEN BY YOU, OR THE LIKE; WHETHER OR DUE TO ACTS OF GOD, COMMUNICATIONS FAILURE, DESTRUCTION OR UNAUTHORIZED ACCESS TO ME’S RECORDS, PROGRAMS, OR SERVICES, or OTHERWISE), WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, PRODUCT LIABILITY OR OTHERWISE, EVEN IF ME HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THIS AGREEMENT. THESE LIMITATIONS MAKE IT POSSIBLE FOR ME TO PROVIDE SH TO YOU. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, SERVICES, OR OTHER MATERIAL AVAILABLE THROUGH SH.

You agree to defend, indemnify, and hold harmless ME, its officers, directors, employees, affiliates, agents, licensees, licensors, or the like from any losses, damages, liabilities, claims and expenses (including, without limitation, settlement costs and any legal or other fees and expenses for investigating or defending any actions or threatened actions), related to any claim arising out of any breach by you of this Terms or arising in connection with your placement, posting, submission, or transmission of any Content on or to the SH. You shall use your best efforts to cooperate with us in the defence of any such claim.

ME, at its own expense, will defend any action brought against the User based on a claim that the SH infringe a third-party patent, copyright or trademark and, at its option, will settle any such action or will pay any final judgment awarded against the User, provided that:

a) ME shall be notified promptly in writing by the User of any notice of any such claim;
b) ME shall have the sole control of the defence of any action on such claim and all negotiations for its settlement or compromise and shall bear the costs of the same; and
c) the User shall cooperate fully at ME’s expense with ME in the defense, settlement or compromise of such claim. If a claim described in this section occurs or, in ME’s opinion, may occur, ME may terminate the ME Services and grant the User a credit equal to the unused, prepaid subscription fees paid for the applicable terminated portion of the SH.

This section states ME’s sole and exclusive liability, and ME’s sole remedy, for any and all claims relating to infringement of any intellectual property rights.

21. OWNERSHIP AND CONFIDENTIALITY

Ownership of the SH, any related documentation, copies, modifications and derivatives of the foregoing or documentation (in whole or in part), and all related copyright, patent, trade secret and other proprietary rights, are and will remain the exclusive property of ME.

Frank AI Intellectual Property: We own all rights, title, and interest in and to the Services, including any software, algorithms, designs, trademarks, or other intellectual property rights.

ME hereby reserves all rights in and to the SH not expressly granted in these Terms. Nothing in these Terms shall limit in any way ME’s right to develop, use, license, create derivative works of, or otherwise exploit the SH or to permit third parties to do so.

The User shall not and shall not attempt to:
a) modify, reverse engineer, translate, disassemble, or decompile the SH, or cause or permit others to do so or derive its algorithms from its use;
b) create derivative works of the SH;
c) authorize or permit a third party to access the SH using User’s issued logins or passwords. All non-public information regarding the SH and its performance, including any analyses and benchmarking that the User may perform, shall be deemed the confidential information of ME and User shall not disclose to any third party or use for any purpose other than exercising its rights hereunder;
d) access the SH in order to:
e) build a competitive product or service; or
f) copy any ideas, features, functions, or graphics of the SH; and
g) remove any title, trademark, copyright, and/or restricted rights notices or labels from the SH.

Violation of any provision of this section shall be the basis for immediate termination of these Terms and your account by ME.

The terms of this section shall survive the termination of these Terms.

22. APPLICABLE LAW AND JURISDICTION

SH is operated and administered from Sweden. By accepting this Terms, you agree that the substantive laws of the Sweden (conflict of law’s provisions excluded) shall apply to all matters arising or in connection with your use of the SH. Any dispute, controversy or claim (“Dispute”) arising out of or relating to this Agreement, including the formation, interpretation, breach or termination thereof, shall first be faithfully negotiated by the Parties to settle it amicably.

In the event no resolution or settlement can be achieved as set forth in Section within 30 days of notice of the Dispute, such Dispute shall be finally settled by arbitration administered by the SCC Arbitration Institute (the “SCC”). The Rules for Expedited Arbitrations shall apply, unless the SCC in its discretion determines, taking into account the complexity of the case, the amount in dispute and other circumstances, that the Arbitration Rules shall apply. In the latter case, the SCC shall also decide whether the Arbitral Tribunal shall be composed of one (1) or three (3) arbitrators. The seat of arbitration shall be Stockholm. The language to be used in the arbitral proceedings shall be English. The Parties undertake and agree that all arbitral proceedings conducted with reference to this arbitration section will be kept strictly confidential. This confidentiality undertaking shall cover all information disclosed in the course of such arbitral proceedings, as well as any decision or award that is made or declared during the proceedings. Information covered by this confidentiality undertaking may not, in any form, be disclosed to a third party without the written consent of the other party.

23. MISCELLANEOUS

This Terms supersedes all prior written or oral agreements and understandings between you and ME concerning SH, and the subject matter herein. In the event any provision of this Terms is found to be legally unenforceable, such unenforceability shall not prevent enforcement of any and all other provisions of the Terms. The waiver or failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of that right in any other circumstances or a waiver of any further rights.

24. USE OF THE SH

In your use of the SH, you agree to act responsibly in a manner demonstrating the exercise of good judgment and in compliance with these Terms. For example and without limitation, you agree not to (i) use the SH for any purpose in violation of local, state, national, or international laws; (ii) insert your own or a third party’s advertising, branding, or other promotional content into any of the Content or use, redistribute, republish, copy, or exploit the Content in any way or for any further commercial or promotional purposes; (iii) infringe or violate the rights of any third party, including without limitation, intellectual property, privacy, publicity, or contractual rights; (iv) engage in spidering, “screen scraping,” “database scraping,” harvesting of e-mail addresses, wireless addresses, or other contact or personal information, or any other automatic means of obtaining lists of users or other information from or through the SH or the services offered on or through the SH, including without limitation any information residing on any server or database connected to the SH; (v) interfere with, interrupt, damage, disable, overburden, or impair the SH, the Content, or the services made available on or through the SH, including, without limitation, through the use of viruses, cancelbots, Trojan horses, harmful code, ping floods, denial of service attacks, packet or IP spoofing, forged routing, or electronic mail address information or similar methods or technology; (vi) attempt to gain unauthorized access to any portion of the SH or other computer systems through the SH; (vii) misrepresent your relationship with, or impersonate, any other person or entity; (viii) link any other service or website to the SH; or (ix) assist any third party in doing any of the foregoing.

You further agree that you shall not attempt (or encourage or support anyone else’s attempt) to circumvent, reverse engineer, decrypt, or otherwise alter or interfere with the SH, or any Content thereof, or make any unauthorized use thereof. You agree that you shall not use the SH in any manner that could damage, disable, overburden, or impair the SH or interfere with any other party’s use and enjoyment of the SH. You shall not obtain or attempt to obtain any materials or information through any means not intentionally made publicly available or provided for through the SH.

With respect to your use of the SH, you acknowledge and agree we may monitor and retain all communications by you and that we may disclose information we have about you to comply with applicable laws and regulations, or should we investigate your use or any complaint about your use, including without limitation any legal action related to such use. You also agree that any violation by you of these Terms will constitute an unlawful and unfair business practice, and will cause irreparable harm to ME, for which monetary damages would be inadequate, and you consent to ME obtaining any injunctive or equitable relief that ME deems necessary or appropriate in such circumstances.

These remedies are in addition to any other remedies ME may have at law. Further, if we do take any legal action against you as a result of your violation of these Terms, you agree ME will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to ME.

The following Content and conduct are not allowed in SH and are cause for account suspension or termination without explanation or prior notice:

  • You agree not to engage in, promote, or advocate any illegal activity or fraudulent schemes of any kind – including, but not limited to, money laundering, tax evasion, securities fraud, and pyramid or multi-level marketing schemes – through your postings or other use of SH.
  • Do not submit Content that you know is false, inaccurate, libellous, or otherwise misleading in any way, and do not mislead ME or others regarding the origin of posted Content.
  • Do not submit Content that contains any computer viruses, worms, or other potentially damaging computer programs or files
  • You must not intentionally impersonate or misrepresent your business or qualifications.
  • Do not post or transmit Content you do not have the right to post or transmit under law (such as copyright, trade secret or securities) or due to your personal contractual or fiduciary relationships.
  • Do not post Content that violates any applicable law or regulation, including, without limitation, the rules and regulations of the national or other securities exchanges, (especially and including the rule against making false or misleading statements to manipulate the price of any security).
  • You may not use SH in any manner that could damage, disable, overburden, or impair ME servers or networks, or interfere with any other user’s use and enjoyment of SH.
  • You may not attempt to gain unauthorized access to any services, screen names, computer systems or networks, through hacking, password mining or any other means. Indecent, profane, sexually explicit, obscene, or pornographic material of any kind – including masked profanity where symbols, initials, intentional misspellings, or other characters are used to suggest profane language – is prohibited. Threats, personal attacks, abusive, defamatory, derogatory, or inflammatory language, or stalking or harassment of any individual, entity or organization is prohibited.
  • Discriminatory or hateful speech of any kind regarding age, gender, race, religion, nationality, sexual orientation, or disability is prohibited.
  • You agree not to engage in any spamming or excessive posting, or submit Content that is disruptive, off topic, deliberately intended to have a negative impact on the Community or its users, or otherwise interfere with the ability of others to enjoy or comfortably use the Community.

Common Courtesy, Complaints and Etiquette

  • Do not post any personal data or identifying information about another person, including addresses, email addresses, contact information, or phone numbers, and use care in posting your personal or identifying information.
  • Maintain courtesy and follow good posting etiquette. Posting with ALL CAPS, HTML tags, or excessive typographic symbols may result in your post being removed.
  • SH should not be used to report a ME service issue. To get help with an issue, please visit our Technical Support site at www.material-exchange.com. Any posts complaining about an individual ME service issue are subject to removal.
  • Do not engage in disruptive, antisocial or destructive acts, including “flaming,” “flooding,” “spamming,” “griefing” and “trolling,” as those terms are commonly understood.

The SH is solely B2B marketplace platform, providing strictly to businesses and is not intended in any way to provide to natural persons which may be treated under the applicable laws as consumers even though ME cannot prevent them from viewing areas of the SH that are made public or prevent them to register on the SH. ME reserves the right to refuse service, terminate your account or your access to the SH, and/or cancel orders in its sole discretion, including, without limitation, if the ME believes that User conduct violates applicable law or is harmful to the interests of the ME.

25. SOLICITATIONS AND PROMOTIONS AND OTHER COMMERCIAL USE

You agree not to post, or otherwise make available in SH, any Content or Third party SH, with the intent of harming the flow of information and/or participation in a SH that is competitive with or which otherwise benefits competitors of ME, including but not limited to promoting competing sites that provide message boards, forums, chats, blogs, etc.

Posting unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, or pyramid or multi-level marketing schemes, or using automated means, including spiders, robots, crawlers, data-mining tools, or other means to download data from SH is prohibited.

Do not employ any type of bots for the use of scrolling, showing multiple screens, or other activities that might disrupt online communication.

Do not use SH to send identical and irrelevant submissions to many different discussion groups, mailing lists or communities. You agree to not obtain email address of SH members with the intent to contact members of this community directly to promote your business or services without express consent and approval of the members you are contacting.

26. COPYRIGHT AND INTELLECTUAL PROPERTY VIOLATIONS

Infringement on any party’s copyright, patent, trademark, trade secret, intellectual property or other proprietary rights, or right of publicity or privacy is prohibited and is the sole responsibility of the User.

By submitting any Content to SH, you warrant and represent that you are the copyright owner of the Content or that the copyright owner of the Content has granted you permission to use such Content consistent with the manner and purpose of your use.

Using SH to distribute unauthorized copies of copyrighted material, including photos, artwork, text, recordings, designs, computer programs, or derivative works of such programs is prohibited and subject to removal.

These Terms constitute the entire agreement between you and the ME with respect to the use of the SH, and Content. Thank you for your cooperation. Questions or comments regarding the SH should be submitted to support@material-exchange.com.

NOTICE ON USE OF AI

As you may have noticed, ME offers you possibility to communicate with advanced artificial intelligence (AI) system through „Frank AI“ who is our prototype of a chatbot developed by ME and its partners in order to help you navigate your needs and desires related to products and services offered on SH.

The results and answers you get through use of AI are all based on the content of the SH, but might not be perfect. ME does not make any warranty as to the results that may be obtained from the use of AI or the accuracy of any other information obtained through AI. You understand and agree that any content or output obtained through the use of AI is provided “as-is” and obtained at your sole risk. Some results could be confusing and do not always represent our views. Please do not use AI as a source for fashion and sustainability advice and check with an experienced professional if there is information you disagree with or have questions about. We are continuing to refine this prototype to improve the quality of results, but please be cognizant of the questions you are asking in order to avoid inappropriate use.

The AI feature – LLM is provided by third-parties providers.

You can enjoy every advantage of use of AI on SH without providing us any personal data, so please refrain from doing so.

AI-Driven Sourcing: Frank AI uses artificial intelligence and machine learning to provide sourcing recommendations, facilitate communication between Brands and Suppliers, and streamline the procurement process.