Marketplace Terms and Conditions

Issued on: March 2, 2021 | Last modified: February 7, 2022

INTRODUCTION

Please read the Terms and Conditions (Terms) carefully before using the Material Exchange Marketplace (MP).

The MP is a b2b SaaS platform that allows suppliers to build and create their digital product or/and service catalogue, and present them to engaged customers either publicly, and/or within their own private community that they control access to and which provides customers access to search for Materials of the suppliers. Customers can use the MP to discover new suppliers, request to join supplier communities, and request material samples.

Material Exchange Ventures AB (ME) with its principal place of business at Material Exchange Ventures AB; Birger Jarlsgatan 57A, Box 16391, 103 27 STOCKHOLM Stockholm, Sweden owns and operates MP. Each time you use or access the MP you signify your assent to these Terms. These Terms represent the standard form contract entered between ME and each person interacting with the MP (User). If you do not agree to all of these Terms, you may not use the MP. Your use 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 MP 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 MP Account, ME may claim adequate indemnification from the User.

The Terms are effective as of the “Last Updated” date above. MEV may change these Terms at any time, with or without notice to you, by posting an updated version to the MP. If you continue using MP after any such changes, it will mean you accepted any new or changed Terms. MEV may terminate these Terms and your access to all or any part of MP at any time and for any reason without prior notice or liability and in MEV’s sole discretion.

The terms below govern your use of the MP 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 (such as using Material Exchange Library Platform as provided below in these Terms).

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

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.

Customers are individuals – representatives or employees of the buy-side who wish to search, view Materials and order physical samples and connect with the Suppliers. Customers can be registered or unregistered. Unregistered Customers can enjoy restricted set of the MP functionality and Materials visibility until they become registered.

Suppliers are businesses that wish to promote their Materials to Customers and connect with them.

Suppliers and Customers are all together named as the Users.

Materials are the products that a Supplier produces or otherwise makes available to be used for making apparel or footwear. There are many different types of materials, including textiles, leathers and hides, synthetic materials, chemicals, and components such as buttons and zippers, just to name few.

Visuals are uploaded image files, 3D assets, and links to videos, that can be attached to one or more Materials. Customers can preview the Visuals that are attached to Materials.

Documents are uploaded files (like PDFs and Word Documents). Documents are attached to one or more Materials or Collections. Customers can view the documents that are attached to Materials and Collections. Documents that the supplier has marked as being a “certificate” are automatically displayed within the Supplier’s profile.

Collections are used by suppliers to organize arbitrary groups of Materials. Suppliers can also attach documents to Collections. Customer users can view the Collections that Suppliers have made visible to them.

Folders are created by Customer users and are used to collect and group lists of Materials and Collections that they have found in the platform. Folders can only be viewed by the same customer user that created the folder.

Content means description of materials, company information, profile pictures and photographs, banners, files, logos, documents, scanned materials, visuals, videos or other content provided by Users and third parties.

Material Sample Request means that the Customer can via MP order from the Suppliers physical samples of the digital material.

Supplier Story allows Suppliers within the platform to convey information about their company and what it offers in a structured and compelling “presentation” format, viewable directly within the MP. The Supplier Story is publicly viewable, and can therefore only contain information and references to other system objects that have public visibility.

Visuals and documents are types of Attachments that suppliers can associate with their Materials, Collections, and company profile.

PRIVACY

We collect certain information on you, subject to our Privacy Notice:

The MP may request personal data from you – which of some are mandatory in order to use the MP while other you are free to deny. Please review our Privacy Notice, which governs the use of personal data on the MP, and to which Users acknowledge to be informed in order to use the MP. ME’s Privacy Notice describes the measures taken by ME to ensure that your data is secure. In addition to this Privacy Notice, which describes what information we collect about you and how we use it and share it, the MP Platform Policy governs technologies used on the MP.

ELECTRONIC COMMUNICATIONS

By providing us your email, you may receive emails from us:

When you access the MP or send e-mails to us, you are communicating with us electronically. You consent to receive communications from us electronically. We will communicate with you by e-mail or by posting notices on the MP or through any other communication tool. You may opt-out of some communications from us by editing your email preferences.

KEY FUNCTIONALITIES OF THE MP

The MP is a B2B SaaS marketplace platform that connects Suppliers, with Customers, allowing them to conduct business more efficiently.

ME Marketplace users fall into main categories:

🏭 Suppliers

🛒 Customers

SUPPLIER SIDE

Suppliers can:

a) create, list, organize, and present their Materials and seasons including:

images, media, documents and 3D assets
attach test reports and sustainability certifications;

b) create/modify/delete Collection;

c) invite and add/remove Customers to a private community where exclusive Materials can be accessed;

d) receive vi Story and share Supplier Story through various channels;

e) create users, set attributes and access rights;

f) have insight into most important metrics, activities and information related to activity on the MP.

Suppliers can configure where their Materials are presented to Customers. Suppliers decide which (if any) of their Materials in the MP are viewable publicly or viewable only to specific Customers who the Supplier has explicitly granted access to.

VISIBILITY: MARKETPLACE	VISIBILITY: SUPPLIER COMMUNITY
Materials/Collections can be made visible publicly for all MP Customers, whether logged in or not. Suppliers may only decide to make a subset of their Materials visible in the MP.	Materials/Collections can be made visible exclusively to a Supplier’s community members. Community members are approved Customers that the Supplier has explicitly granted access to.

Materials and Collections settings are configurable by the Suppliers.

CUSTOMER SIDE

Customers can:

a) discover new Suppliers, view Materials/Collections and organize them in folders;

b) request Material samples from Suppliers;

c) request access to join exclusive Supplier communities to view exclusive Materials/Collections;

d) have insight into most important metrics, activities and information related to activity on the MP.

MATERIAL EXCHANGE LIBRARY PLATFORM (LP)

The Users are allowed to use Material Exchange Library Platform simultaneously with the MP. The LP is a wholly separate “legacy” software solution (outside the MP) and is still used by Suppliers and Customers.

In order to use the LP you need to accept the LP Terms & Conditions here.

LICENSE AND ACCESS

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

ME will make reasonable efforts to ensure that the MP 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 MP in its sole discretion at any time with or without notice. Users certifies to the ME that she/he is at least 16 years of age. Users also certifies that she/he is legally permitted/authorized by the legal entity she/he represents to use the MP. Users shall be responsible for obtaining and maintaining any equipment or ancillary services needed to connect to and use the MP, 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 MP.

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

MODIFICATION

ME may modify the terms of this Terms at any time and in any manner. 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 MP. YOUR CONTINUED ACCESS OR USE OF THE MP FOLLOWING ANY MODIFICATION TO THE TERMS SHALL BE CONCLUSIVELY DEEMED AS ACCEPTANCE OF SUCH MODIFICATION(S). This Terms together constitute the entire and only agreement and understanding between ME and you with respect to the use of the MP. At its sole discretion and without prior notice or liability to you, ME may discontinue or alter any aspect of the MP.

REGISTRATION

The procedure for registering is consisted of following steps:

Go to the MP;
Sign up;
Fill form;
Choose account type (for Suppliers);
Choose subscription purchase form (for Suppliers);
Choose payment method and pay(for Suppliers);
Go to the MP;
Complete company profile (for Suppliers) or individual profile (for Customers).

While making User account on the MP it is necessary to provide certain information (i) for Suppliers such as company name, email address, preferred name, password etc. or (ii) for Customers such as first and last name, preferred name, organization name, work email, job function etc.

Please select your User ID carefully, as the User ID is not changeable. You must be legally competent to enter into contracts. 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 MP. 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/organisation. 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 MP. 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/organisation or any relevant information for using MP. 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 MP the right to transmit, monitor, retrieve, store, and use your information in connection with the operation of the MP. 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 MP, 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.

SUBSCRIPTION

Suppliers

1.) In the process of registering Supplier account you need to choose Subscription package (annual subscription).

After choosing Subscription package, you should choose one of the payment methods including: wire transfer, credit/Debit Card, e-payment, WePay, AliPay etc. ME shall send you an email when the payment method is confirmed and the account is verified. For more information regarding our payment policy, please check section Online Payments. After creating User account, it is necessary to validate the User account by reentering password which will be followed by email notification with verification link sent to registered email address.

Customers

Customers can register on the MP and use the MP free of charge.

Suppliers who hold a current subscription to the MP can also use the LP if desired at no additional charge until a future date when the LP will be sunsetted. Suppliers will be given much advance notice before the LP is sunsetted.

USER RESPONSIBILITIES

You agree to access and use the MP only for lawful purposes, and you agree not to interfere with another User’s access, use, or enjoyment of the MP. ME encourages mature and polite debate. Derogatory and/or offensive content of any kind is not appropriate discourse. You are prohibited from posting, transmitting, or otherwise providing to ME (including links to such content) any unlawful, harmful, threatening, abusive, harassing, defamatory, vulgar, obscene, indecent, profane, hateful, and/or racially, ethnically, or otherwise objectionable material of any kind whatsoever including, but not limited to, any material which encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable local, state, national, or international law.

ME is not a publisher and cannot and does not guarantee or provide any warranty regarding the accuracy, quality, completeness, or usefulness of any Content. Under no circumstances can or will ME be liable for any loss or damage caused by reliance on Content or other material obtained through the MP. It is your responsibility to evaluate the accuracy, completeness, or usefulness of any opinion, judgment, advice, statement, service, offer, or other Content available through the MP. Any opinions, judgments, advice, statements, services, offers or other Content expressed or made available on MP are provided AS IS without warranty of any kind, and your use of that Content and information or your use of MP shall not create any obligation or remedy in contract or tort whatsoever including any obligation.

ME is constantly improving its information, products and services. Consequently, ME cannot and does not guarantee the accuracy or completeness of the information, including prices, specifications, availability, and services, on the MP. Prices are subject to change at any time prior to filling your order.

CUSTOMER SUPPORT

Customer Support is available for the Users via e-mail at support@material-exchange.com There are 3 levels of Customer 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 MP. 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 customer support resources may be provided and will be subject to negotiation under a separate statement of work.

ONLINE PAYMENTS

Using the MP for Customers is free. Suppliers are obliged to pay subscription for using the MP in accordance with our subscription purchase forms. If you in the capacity of a Customer are using a free version of the MP, we will notify you via email in case that the MP you are using stop being free and if you wish to continue using such services, you must pay all applicable fees. Any and all such charges, fees or costs are your sole responsibility.

Suppliers are obliged to pay for using in accordance with our Subscription package using different options such as: wire transfer, credit/debit Card, e-payment or payment processor such as WePay, AliPay etc. We use a third-party payment processor (Payment Processor) to bill you through a payment account linked to your account (Billing Account). The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor in addition to these Terms. Currently, we using Stripe, 2Pay and PayPal. You can access Terms of Service at Stripe Payments Company Licenses | Stripe and Legal Agreements for PayPal Services – PayPal . We are not responsible for any error by, or other acts or omissions of, the Payment Processor. By choosing to use the MP, you agree to pay us, through the Payment Processor, all charges at the prices then in effect for any use of such Paid Services in accordance with the applicable payment terms, and you authorize us, through the Payment Processor, to charge your chosen payment provider (Payment Method). You agree to make payment using that selected Payment Method. We reserve the right to correct any errors or mistakes that the Payment Processor makes even if it has already requested or received payment. For clarity, the foregoing only applies to our billing procedures with respect to your use of the Paid Services as ME’s User.

The terms of your payment will be based on your chosen Payment Method and may be determined by agreements between you and the financial institution, credit card issuer or other provider of your chosen Payment Method. If we, through the Payment Processor, do not receive payment from you, you agree to pay all amounts due on your Billing Account upon demand.

All above mentioned terms regarding Suppliers obligation to pay for including Payment Method, Billing Account, Payment Processor etc. shall apply in the future in case of introducing of Paid Services. ME reserves the right to introduce Paid Services in any time or to make currently free for Customers payable to any category of Users at its own will.

Some of the Paid Services in the future may consist of an initial period, for which there is a one-time charge, followed by recurring period charges as agreed to by you. By choosing a recurring payment plan, you acknowledge that such Services have an initial and recurring payment feature and you accept responsibility for all recurring charges prior to cancellation. WE MAY SUBMIT PERIODIC CHARGES (E.G., MONTHLY, QUARTALY, ANNUALY) WITHOUT FURTHER AUTHORIZATION FROM YOU, UNTIL YOU PROVIDE PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY US) THAT YOU HAVE TERMINATED THIS AUTHORIZATION OR WISH TO CHANGE YOUR PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE WE REASONABLY COULD ACT.

Auto-Renewal for Paid Services.

Any Paid Services you have signed up for will be automatically extended for successive renewal periods of the same duration as the subscription term originally selected, at the then-current non-promotional rate. To change or resign your Paid Services at any time, please send email to support@material-exchange. If you terminate a Paid Service, you may use your subscription purchase form until the end of your then-current term, and your subscription will not be renewed after your then-current term expires. However, you will not be eligible for a prorated refund of any portion of the subscription fee paid for the then-current subscription period. IF YOU DO NOT WANT TO CONTINUE TO BE CHARGED ON A RECURRING BASIS, YOU MUST CANCEL THE APPLICABLE PAID SERVICE THROUGH THE THIRD-PARTY PAYMENT PROCESSOR OR TERMINATE YOUR MATERIAL EXCHANGE ACCOUNT BEFORE THE END OF THE RECURRING TERM. PAID SERVICES CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND EXCEPT AS EXPRESSLY PROVIDED IN THESE TERMS, MATERIAL EXCHANGE WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID.

REAFFIRMATION OF AUTHORIZATION

Your non-termination or continued use of a Paid Service reaffirms that we are authorized to charge your Payment Method for that Paid Service. We may submit those charges for payment and you will be responsible for such charges. This does not waive our right to seek payment directly from you. Your charges may be payable in advance, in arrears, per usage, or as otherwise described when you initially selected to use the Paid Service.

TERMINATION

You’re free to terminate use of the MP at any time by contacting us at support@material-exchange.com. Please refer to our Privacy Notice, to understand how we treat information you provide to us after you have stopped using the MP.

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 , 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 MP.

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.

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 MP or as may be required by law. ME shall also have the right, but not the obligation, to monitor the MP 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 MP that ME finds to be in violation of the provisions of these Terms.

CONTENT – SUBMISSIONS

User submitted material (whether submitted through registration, participation, public sharing, posting, uploading, linking, downloading and transferring, blogging, commenting, chatting, and/or bulletin board and forum participation) 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 MP (Content). The User maintain ownership of and responsibility for the Content while using the MP. ME does not claim ownership of any Content that you or other Users post, upload, submit or otherwise provide to the MP.

MP enables Suppliers to specify the category of your membership at which access to and usability of their Content is permitted to other Users. You are solely responsible for establishing the appropriate level of permissions (Visibility) to your Content.

In terms of MP 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 MP 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 MP, suspend or terminate User’s right to use the MP in case of a breach of these Terms or pursue any other remedy or relief available to the ME and/or the MP under equity or 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 MP (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 (accessible on the MP) which includes instructions for preparing and uploading materials (images and attributes) into the MP and organizing materials inside of collections (public and brand exclusive level). 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 MP 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 MP 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 .

You are responsible for all Content you contribute, in any manner, to the MP , and you represent and warrant you have all rights necessary to do so, in the manner in which you contribute it.

ME’S AND USER’S RIGHTS TO USER CONTENT

ME and Users may use other User Content submitted to MP:

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 MP, including but not limited to resolving disputes amongst users, and to make the User Content submitted to or through the Website and/or MP 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.

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

protect the rights, property or safety of ME, its users and the public.

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 MP. You are responsible to keep your content protected.

FILE UPLOADING

By uploading Content to the MP, 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 MP to participate in particular discussion areas. You may not use MP 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 materials that do not clearly relate to the ongoing discussions in MP. You are responsible for securing permissions to post any copyrighted material.

FILE DOWNLOADING

ME is not responsible for the contents of any files present on MP, except for 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 MP. All files downloaded from MP are used entirely at the risk of those Users. In particular, ME does not certify that any executable (EXE) file present in MP 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 MP, including checking files for the presence of any viruses.

PHYSICAL SAMPLE ORDERING

Customer while using OPM can interact with the Supplier in order to order a Physical sample of material from Supplier . Supplier is allowed to firstly present the eventual costs of the sample to the Customer. All negotiations as well as ordering and physical delivery of the sample shall be done outside of the MP. ME shall not be held responsible for any contractual relationship or damage occurred between Customer and Supplier regarding ordering and delivery of the Physical sample. ME shall not be held liable especially regarding applicable consumer protection rights which may arise from ordering samples between Customers and Suppliers. 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.

INTERACTIONS BETWEEN DIFFERENT SUBJECTS ON THE MP

The MP 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 MP, 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 MP, 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 and/or .

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 MP. 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 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 MP, you release and hold us harmless from any and all liability arising from your use of any third-party website or service.

DISCLAIMER OF WARRANTY

YOU EXPRESSLY AGREE THAT YOUR ACCESS OR USE OF MP IS AT YOUR SOLE RISK. NEITHER ME, ITS EMPLOYEES, AFFILIATES, AGENTS, LICENSEES, LICENSORS, NOR THE LIKE WARRANT THAT MP 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 MP, OR AS TO THE QUALITY, ACCURACY, OR RELIABILITY OF ANY CONTENT OR OTHER MATERIAL PROVIDED THROUGH MP. MP 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.

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 MP, SHALL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES: THAT RESULT FROM RELIANCE BY YOU ON ANY CONTENT OR OTHER MATERIAL OBTAINED ON MP, 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 MPTO YOU. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT, MERCHANDISE, SERVICES, OR OTHER MATERIAL AVAILABLE THROUGH MP.

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 MP. You shall use your best efforts to cooperate with us in the defense of any such claim.

ME, at its own expense, will defend any action brought against the User based on a claim that the MP 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 defense 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 MP.

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.

OWNERSHIP AND CONFIDENTIALITY

Ownership of the MP, 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.

ME hereby reserves all rights in and to the MP 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 MP 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 MP, or cause or permit others to do so or derive its algorithms from its use;

b) created derivative works of the MP;

c) authorize or permit a third party to access the MP using User’s issued logins or passwords. All non-public information regarding the MP 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 MP in order to:

I) build a competitive product or service; or

II) copy any ideas, features, functions, or graphics of the MP; and

e) remove any title, trademark, copyright, and/or restricted rights notices or labels from the MP.

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

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

APPLICABLE LAW AND JURISDICTION

The MP is operated and administered from Sweden. By accepting this Terms you agree that the substantive laws of the Sweden (conflict of laws provisions excluded) shall apply to all matters arising or in connection with your use of the MP. All disputes arising under, out of, or in any way connected with your use of the MP shall be litigated exclusively in the courts of the Stockholm, Sweden.

MISCELLANEOUS

This Terms supersedes all prior written or oral agreements and understandings between you and ME concerning MP, 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.

USE OF THE MP

In your use of the MP, 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 MP 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 MP or the services offered on or through the MP, including without limitation any information residing on any server or database connected to the MP; (v) interfere with, interrupt, damage, disable, overburden, or impair the MP, the Content, or the services made available on or through the MP, 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 MP or other computer systems through the MP; (vii) misrepresent your relationship with, or impersonate, any other person or entity; (viii) link any other service or website to the MP; 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 MP, or any Content thereof, or make any unauthorized use thereof. You agree that you shall not use the MP in any manner that could damage, disable, overburden, or impair the MP or interfere with any other party’s use and enjoyment of the MP. 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 MP.

With respect to your use of the MP, 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 or in equity. 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 MP 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 MP. You also agree not to post links to other MPs that engage in such activities.

Do not submit Content that you know is false, inaccurate, libelous, 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 material 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 material 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 MP 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 MP.
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 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.
MP should not be used to report a ME customer 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 customer 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 MP 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 MP that are made public or prevent them to register on the MP. ME reserves the right to refuse service, terminate your account or your access to the MP , 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.

SOLICITATIONS AND PROMOTIONS AND OTHER COMMERCIAL USE

You agree not to post, or otherwise make available in MP, any Content or Third party MP, with the intent of harming the flow of information and/or participation in a MP 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 MP 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 MP to send identical and irrelevant submissions to many different discussion groups, mailing lists or communities. You agree to not obtain email address of MP 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.

In the process of registration or in certain cases while using the MP you will be provided with an option to give us consent to use the company name, brand and/or logo of a company you are working with for the marketing purposes of the MP. If you provide us with the consent to use the company name, brand, and/or logo of a company you are working with we are authorized to post these information on the MP for the marketing purposes. It is assumed that you authorized to provide with any such consent.

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 MP, 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 MP 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.

APPENDIX NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT IN ACCORDANCE WITH THE DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA)

ME will respond to allegations of copyright violations in accordance with the Digital Millennium Copyright Act (DMCA). The DMCA provides procedures for copyright owners to notify an online service provider concerning alleged copyright infringement. When a valid DMCA Notification is received, ME will respond by taking down the offending Content. ME will then take reasonable steps to contact the party that originally posted the removed Content so that a Counter Notification may be filed. If ME receives a valid Counter Notification, ME will provide the original complaining person, with a copy of the Counter Notification and (ii) replace the removed material or cease disabling access to the material within ten (10) to fourteen (14) business days unless ME receives notice from the original complaining person that an action has been filed seeking a court order to restrain the alleged infringer from engaging in the infringing activity.

For a Notification to be valid it must include the following information:

A physical or electronic signature (i.e., /s/NAME) of a person authorized to act on behalf of the owner of the copyright that is allegedly infringed.
Identification of the copyrighted work claimed to have been infringed.
Identification of the material that is claimed to be infringing and information reasonably sufficient to permit ME to locate the material.
Information reasonably sufficient to permit ME to contact you, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner.
A statement that the information in the notification is accurate, and under penalty of perjury, that you are the copyright owner or that you are authorized to act on behalf of the owner of the copyright that is allegedly infringed.
For a Counter-Notification to be valid it must include the following information:
A physical or electronic signature (i.e., /s/NAME) of the alleged infringing person.
Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled.
A statement under penalty of perjury that the alleged infringing person has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled.
The alleged infringing person name, address, and telephone number, and a statement consenting to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the alleged infringing person’s address is outside of the United States, for any judicial district in which ME may be found, and that the alleged infringing person will accept service of process from the person who provided notification or their agent.
DMCA Notifications and Counter-Notifications should be directed to ME DMCA Copyright at the address set forth below: Material Exchange Ventures AB; Östermalmsgatan 87d, 114 59 Stockholm, Sweden.

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