Material Technologies, LLC d/b/a Material Bank, a Delaware limited liability company (“MB”, “we”, “us”, or “our”) operates a technology and logistics platform via MB’s website materialbank.com, its mobile app, and other websites, apps and other portals, devices and systems provided or operated by MB to provide access to its site, including all content accessible on or through its site (“Platform”) that allows material specifiers to quickly perform complex searches across many manufacturers and to request samples of materials of interest and receive other services from MB (“Service”). As used herein, “Manufacturer” refers to a manufacturer or supplier of a material sample visible on the Platform. “Visitor”, “you” or “your” refers to a user of the Platform, whether or not the user has registered. “User” refers to a user of the Platform that has registered.
YOU WILL NOT TRY TO DOWNLOAD ANY CONTENT FROM THE PLATFORM IN THE AGGREGATE OR OTHERWISE SCRAPE THE PLATFORM FOR ANY CONTENT THAT IS ON IT OR TRY TO CREATE A LINK OR OTHERWISE LINK OVER FROM YOUR WEBSITE OR WEB PAGE TO THE PLATFORM WITHOUT THE PRIOR WRITTEN CONSENT OF MB.
THE PLATFORM AND THE SERVICE IS NOT DIRECTED TO, AND IS NOT INTENDED TO BE USED BY, PERSONS AND ENTITIES OPERATING OUTSIDE OF THE UNITED STATES (THE “TERRITORY”), INCLUDING, WITHOUT LIMITATION, THOSE PERSONS OR ENTITIES IN, OR LOCATED WITHIN, THE EUROPEAN UNION (“EU”). MB’S GRANT OF ACCESS IS PREMISED ON THE UNDERSTANDING THAT THE VISITOR AND USER IS NOT OPERATING OUTSIDE THE TERRITORY, INCLUDING, WITHOUT LIMITATION, OPERATING WITHIN THE EU.
MORE SPECIFICALLY WITH RESPECT TO THE EU, YOU ACKNOWLEDGE THAT MB (I) IS NOT LOCATED IN ANY COUNTRY IN THE EU NOR IS IT COLLECTING DATA FROM ANY EU CITIZEN IN ANY COUNTRY IN THE EU, (II) IS NOT INTENDING TO MARKET AND SELL TO EU CITIZENS IN ANY COUNTRY IN THE EU, AND (III) IS NOT TRYING TO MONITOR THE ACTIVITY OF ANY EU CITIZENS IN ANY COUNTRY IN THE EU.
BY ACCESSING THE PLATFORM, AND BY APPLYING FOR REGISTRATION, YOU SPECIFICALLY WARRANT THAT YOU ARE NOT OPERATING OUTSIDE OF THE TERRITORY, INCLUDING, WITHOUT LIMITATION, OPERATING IN, OR LOCATED WITHIN, THE EU. IF YOU ARE OPERATING OUTSIDE OF THE TERRITORY, INCLUDING, WITHOUT LIMITATION, OPERATING IN, OR LOCATED WITHIN, THE EU, THEN YOU SHOULD NOT USE THE PLATFORM OR THE SERVICE. FURTHER, IF YOU LEARN THAT YOU ARE OPERATING OUTSIDE OF THE TERRITORY, INCLUDING, WITHOUT LIMITATION, OPERATING WITHIN THE EU, YOU ARE REQUIRED TO NOTIFY MB AND CEASE USING THE SERVICE AND THE PLATFORM.
The Platform and the Service is operated by MB.
2. Purpose of the Platform.
MB is an online Platform with an intended purpose of material discovery, education, research, and sourcing, and for no other purpose. The Platform allows Visitors to learn about the Platform in order to decide whether they wish to register as a User and allows registered Users to use the Service offered on the Platform (i.e. perform complex searches across many manufacturers and to request samples of materials of interest and receive other services as made available from MB). Using the Platform, registered Users may request samples of materials of interest and engage with materials of interest in a variety of ways.
To access the Platform, you must be 18 years of age or older. In this respect, you represent and warrant that you are 18 years of age or older, and that your use of the Platform shall not violate any applicable law or regulation.
MB uses reasonable efforts to make the Platform available 24 hours a day and seven days a week; however, there will be instances when the Platform and therefore, the Service, where applicable, will be interrupted for maintenance, upgrades or emergency repairs and due to other reasons that are beyond the control of MB, including without limitation failure of telecommunications lines, links and equipment. Although MB will make every reasonable effort to minimize such issues where it is within our reasonable control to do so, there may be instances where such a disruption might occur. In this respect, you agree that MB will not in any way be liable or responsible to you for any such modification, suspension, or disruption of the Platform or, where applicable, the Service.
You agree that you shall not (i) interfere or disrupt (or attempt to interfere or disrupt) the Platform or, where applicable, the Service, or servers or networks hosting or connected to the Platform or, where applicable, the Service, or to disobey any requirements, procedures, policies or regulations of networks connected to this Platform or, where applicable, the Service; (ii) provide any information to MB that is false or misleading, or results in a false or fraudulent reservation, that attempts to hide your identity, or that you do not have a right to disclose; (iii) attempt to resell the Platform or, where applicable, the Service or any portion of the same; (iv) create a link, or otherwise link over from your website or web page, to the Platform; or (v) try to download any content from the Platform in the aggregate or otherwise scrape the Platform for content.
5. Visitor Registration.
We reserve the right to decline a registration request from any Visitor in our sole discretion for any reason.
7. Proprietary Rights in MB Content on the Platform.
As between you and MB, MB and its suppliers, including, without limitation, its Manufacturers and licensors, own and retain all proprietary rights in the Platform and the Service. The Platform contains copyrighted material, trademarks, and other proprietary content and information of MB and its Manufacturers and licensors (such materials and content includes, but is not limited to, the design, layout, artwork, and other elements of the Platform and any text, audio, video, logo, information, data, software, documentation, services, downloads, or any other similar materials contained on the Platform (“MB Content”) and is protected by copyright and other intellectual property laws, international treaties and other intellectual property rights.
You may view the MB Content on the Platform as it is made available to You and, where expressly permitted, download it for your own personal and informational use, provided that: (i) you do not modify the MB Content, (ii) you retain all copyright and propriety notices originally contained in the MB Content on any copies; and (iii) you otherwise comply with any restrictions or use requirements with respect to the MB Content. You understand that, among other things, you shall not try to download any MB Content from the Platform in the aggregate or otherwise scrape the Platform for MB Content.
You may encounter MB Content on the Platform that you may find objectionable. You acknowledge and agree that the views expressed on the Platform do not necessarily reflect the views of MB, and MB does not support or endorse any content or materials. Further, no information presented on the Platform is intended to be construed as, or a substitute for, professional advice.
8. Limited Use by Visitors and/or Users.
The Platform is solely for the internal use of Visitors, and once registered, Users, in the User-only Areas of the Platform, and may not be used in connection with any other commercial endeavors, except those that MB specifically and expressly endorsed or approved in writing. Illegal and/or unauthorized use of the Platform, including, but not limited to, collecting usernames and/or email addresses of Users by electronic or other means for the purpose of sending unsolicited email, or unauthorized framing of or linking to the Platform, is prohibited and will be investigated. MB will take appropriate legal action for any illegal or unauthorized use of the Platform.
9. Third-Party Links.
This Platform may from time to time provide links that will take you to other third-party websites, including, without limitation, websites owned and operated by participating Manufacturers. Any such links are provided solely as a convenience to Visitors or Users. MB has no control over these websites or their content, and does not assume any responsibility or liability for these websites or their content. MB does not endorse or make any representations about these websites, or any information, materials, or products found on such websites. If you access any of the third-party websites linked on the Platform, you do so at your own risk, and you agree that MB shall not be liable for any loss or damage that you may suffer by using any of these other websites or engaging any of the opportunities offered by participating Manufacturers.
10. Third-Party Materials on the Platform.
The Platform may contain certain third-party materials. Any such materials are provided solely as a convenience to our Visitors and Users. MB has not tested or evaluated these materials, and does not endorse or make any representations about these materials. If you use any of these third-party materials, or any third-party products or services referenced in these materials, you do so at your own risk. In no event shall MB be liable for any loss, claim, damages, or costs that may arise in connection with your use of these third-party materials.
11. Inaccurate Material on the Platform.
A POSSIBILITY EXISTS THAT THE PLATFORM OR ANY MB CONTENT COULD INCLUDE INACCURACIES OR ERRORS, AND THAT UNAUTHORIZED ADDITIONS, DELETIONS, AND ALTERATIONS COULD BE MADE TO THE PLATFORM OR ANY MB CONTENT BY UNAUTHORIZED THIRD-PARTIES. ALTHOUGH MB ATTEMPTS TO ENSURE THE INTEGRITY OF THE PLATFORM AND ANY MB CONTENT ON IT, IT MAKES NO GUARANTEES WHATSOEVER AS TO THE COMPLETENESS, CORRECTNESS, OR ACCURACY OF THE PLATFORM OR ANY OF THE MB CONTENT ON THE PLATFORM. IN THE EVENT THAT SUCH AN INACCURACY ARISES, PLEASE INFORM US SO THAT IT MAY BE CORRECTED.
The Platform may post certain User comments containing information in the form of opinions that, unless otherwise stated therein, should not be construed as official expressions of MB. MB does not warrant, either expressly or by implication, the factual accuracy of the comments posted, nor does it adopt any statement as its own, or warrant any opinions offered. Although MB believes all statements made to be reliable and accurate based upon representations made by the authors themselves, MB cannot guarantee that such statements are reliable and accurate and MB accepts no fault or liability for any error or omission with respect to the same.
The Platform may from time to time post articles containing information in the form of news and/or opinions that, unless otherwise stated therein, should not be construed as specific advice or instruction from MB or official expressions of MB. MB does not warrant, either expressly or by implication, the factual accuracy of the articles posted, nor does it adopt any statement as its own, or warrant any news or opinions offered by the author of said articles. Although MB believes all statements made in the articles to be reliable and accurate based upon representations made by the authors themselves, MB cannot guarantee that such statements are reliable and accurate and MB accepts no fault or liability for any error or omission with respect to such articles.
14. Unauthorized Use of the Platform.
You may not: (i) upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any information, data, text, music, sound, photographs, graphics, video, messages or other materials, that is unlawful, harmful, threatening, embarrassing, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, contains explicit or graphic descriptions or accounts of sexual acts, invasive of another's privacy, or hateful; (ii) "Stalk" another Visitor or User; (iii) upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any content or materials that victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability; (iv) impersonate any person or entity, including, but not limited to, a MB official, or falsely state or otherwise misrepresent your affiliation with a person or entity; (v) upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any materials that you do not have a right to transmit under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements); (vi) upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “Spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; (vii) upload, post, publish, e-mail, reproduce, distribute or otherwise transmit any material that contains software viruses, Trojan horses, worms, time bombs, cancelbots, or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or any other similarly destructive activity, or surreptitiously intercept or expropriate any system, data or personal information; (viii) act in a manner that negatively affects other users' ability to engage and use any aspect of the Material Bank Properties; (ix) intentionally or unintentionally violate any applicable local, state, national or international law; and/or (x) harvest, collect or store information about the users of the Material Bank Properties posted by others or use such information for any purpose inconsistent with the purpose contemplated hereunder.
16. Website for Specified Territory Only; International Use Limited.
MB makes no representation that the Platform or, where applicable, the Service or any aspect thereof will be available or appropriate for use in locations outside of the Territory. Those who choose to access the Platform or, where applicable, the Service from locations outside the Territory do so at their own risk and are responsible for compliance with local laws and regulations.
MB Visitors and Users are responsible for compliance with all United States export laws and regulations when such Visitor or User exports any products, services, content or materials provided through the Platform or, where applicable, the Service.
17. Copyright Policy.
If you believe that MB has acted in violation of your copyright rights, please contact us pursuant to the terms of our “Copyright Policy,” the terms of which are incorporated into, and considered part of, these Website Terms.
18. Governing Law and Jurisdiction.
19. Class Action Waiver.
You and MB agree that any proceedings to resolve or litigate any dispute, whether through a court of law or arbitration, shall be solely conducted on an individual basis. You agree that you will not seek to have any dispute heard as a class action, representative action, collective action, private attorney general action, or similar action.
20. Jury Trial Waiver.
YOU ARE GIVING UP YOUR RIGHT TO HAVE A JURY. YOU ARE GIVING UP YOUR RIGHT TO SERVE AS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHER REPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS ACTION, IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE, AND YOU MUST FILE ANY CLAIM WITHIN ONE (1) YEAR AFTER SUCH CLAIM AROSE, OR IT IS FOREVER BARRED.
21. Platform Warranty Disclaimer.
THIS PLATFORM IS PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. TO THE FULLEST EXTENT PERMITTED BY LAW, MB DISCLAIMS ANY WARRANTIES FOR THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE PLATFORM. WE DO NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE PLATFORM WILL BE UNINTERRUPTED OR ERROR FREE, OR THAT THE PLATFORM OR THE SERVERS THAT SUPPORT IT WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS, AND WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY MB CONTENT.
22. Platform Use Limitation of Liability.
TO THE FULLEST EXTENT ALLOWED BY LAW, WE SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, WHETHER ARISING IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT, OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT, AND STRICT LIABILITY IN TORT)), INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS OR LOST PROFITS IN CONNECTION WITH OR ENSUING FROM, OR ARISING OUT OF, (I) THE USE OR INABILITY TO USE THE PORTION OF THE PLATFORM OFFERED OUTSIDE OF THE SERVICE, (II) ANY TRANSACTIONS CONDUCTED THROUGH OR FACILITATED BY THE PLATFORM OFFERED OUTSIDE OF THE SERVICE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE PLATFORM OFFERED OUTSIDE OF THE SERVICE, (IV) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA OUTSIDE OF THE SERVICE, OR (V) ANY OTHER MATTER RELATED TO THE PLATFORM OR INFORMATION PROVIDED THROUGH THE PLATFORM OUTSIDE OF THE SERVICE, EVEN IF MB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR ANY LIMITED REMEDY. BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS DO NOT APPLY TO YOU. IN THIS RESPECT, THE MAXIMUM LIABILITY FOR DAMAGES OF MB FOR ANY CLAIM ARISING FROM YOUR USE OF THE PLATFORM OUTSIDE OF THE SERVICE SHALL BE LIMITED TO ONE HUNDRED DOLLARS ($100.00).
1. Eligibility, Registration and Use Restriction.
MB is designed and reserved for members of the architectural and design community, and is limited to members of architectural and design firms and to Manufacturers’ representatives. Additionally, MB is intended only for Users with a United States address or IP address located in the United States. Registration in the Service is void where prohibited.
By applying for a registration account with MB on the Platform (a “Registration Account”), you represent and warrant that all registration information you submit to us upon registration and at all other times is truthful, accurate, current and complete, and you agree to keep this information accurate and up to date at all times. In particular, you must keep your e-mail address up to date because e-mail is the primary means in which we will communicate with you about your Registration Account and your sample orders.
To register as a User of the Service, you must be 18 years of age or older. In this respect, you represent and warrant that you are 18 years of age or older, and that your use of the Platform and Service shall not violate any applicable law or regulation. If we learn that you are misrepresenting your age, your profile may be deleted without warning.
FURTHER, IF YOU ARE A MANUFACTURER, YOU ACKNOWLEDGE THAT, WHILE YOU MAY BE PERMITTED TO USE THE SITE, TO ORDER YOUR OWN SAMPLES WITHIN THE TERRITORY, THIS SERVICE AND THE PLATFORM IS INTENDED ONLY FOR REQUESTS FOR YOUR OWN SAMPLES AND YOU EXPRESSLY AGREE THAT YOU WILL NOT USE THE SERVICE IN ORDER TO OBTAIN SAMPLES FROM ONE OF YOUR COMPETITORS.
2. Registration Acceptance and Limitation.
You acknowledge that, once you have registered, MB shall have the right to decide, based upon the information that you provide to it, whether or not you will be accepted as a User of the Service. Acceptance may occur immediately or may take several days depending upon whether you are a commercial or residential designer, the time it takes for MB to review your registration information and other factors. You further acknowledge that you are not guaranteed to be accepted as a User for the Service and your registration application may be rejected by MB in its sole discretion.
3. Password and Registration Account.
When you complete a registration application, you may be asked to provide a password. If MB accepts you as a User of the Service, your password will be needed in order for you to gain access to your Registration Account. Because you will be responsible for all of the activities that occur with respect to your Registration Account, we ask that you keep your password confidential. Your registration is solely for your commercial use, and you shall not authorize others to use your Registration Account, including your profile or email address. YOU ARE SOLELY RESPONSIBLE FOR ALL SAMPLE CONTENT PUBLISHED OR DISPLAYED THROUGH YOUR REGISTRATION ACCOUNT, INCLUDING ANY E-MAIL MESSAGES, AND FOR YOUR INTERACTIONS WITH MB. YOU ARE ALSO SOLELY RESPONSIBLE FOR ANY SAMPLES ORDERED THROUGH YOUR REGISTRATION ACCOUNT. You must notify MB immediately of any unauthorized use of your password, or if you know or believe your password is no longer confidential. We reserve the right to require you to alter your password if we believe that your password is no longer secure.
In this respect, you shall not disclose your password to any third-party, or permit any third-party to access your Registration Account. You may not sell or otherwise transfer your profile for your Registration Account.
You may not use the account, username, or password of any other User at any time or attempt to impersonate (i) a Visitor to the Platform, (ii) another User of the Platform, or (iii) any person who is attempting to become a User.
If MB terminates your Registration Account, such termination will be effective if MB sends notice to you at the email address you provide during registration for your Registration Account, or other email address as you may subsequently provide to MB.
6. Submitted Materials
In operating the Platform, MB neither solicits nor desires to receive any confidential or proprietary materials from you through any means. In this respect, MB will not treat any information or materials submitted or sent to it as confidential or secret.
By making available any of your pre-existing or independently created content or materials submitted to MB on or through this MB Site (“Submitted Materials”), you hereby grant MB a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sublicense, use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, access, view, and otherwise exploit such Submitted Materials on, through, or by means of the Platform. MB does not claim any ownerships rights in any such Submitted Materials, and nothing in these Service Terms will be deemed to restrict any rights that you may have to use and exploit such Submitted Materials. You acknowledge and agree that you are solely responsible for all Submitted Materials that you create and make available through the Site. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Submitted Materials that you make available through the Site or have you all rights, licenses, consents, and releases that are necessary to grant to MB the rights in such Submitted Materials, as contemplated under these Service Terms; and (ii) neither the Submitted Materials nor your posting, publication, submission, or transmittal of the Submitted Materials or MB’s use of the Submitted Materials (in whole or in part) on, through, or by means of the Platform will infringe, misappropriate, or violate a third-party’s patent, copyright, trademark, trade secret, moral rights, or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation. Moreover, you agree to indemnify MB for any violation of the Service Terms in accordance with the Indemnity provisions below. In addition, you agree that MB may review or monitor such Submitted Materials, and may remove or alter any Submitted Materials that you submit in its sole discretion at any time for any reason.
7. Proprietary Rights in Content on the Platform and in the Service.
You may view the Content on the Platform as it is made available to You and, where expressly permitted, download it or, if you are registered and accepted as a User, post it on your Sample Board, for your own internal use, provided that: (i) you do not modify the Content, (ii) you retain all copyright and propriety notices originally contained in the Content on any copies; and (iii) you otherwise comply with any restrictions or use requirements with respect to the Content. You understand that, among other things, you shall not try to download any Content from the Platform in the aggregate or otherwise scrape the Platform for Content.
You may encounter Content on the Platform that you may find objectionable. You acknowledge and agree that the views expressed on the Platform do not necessarily reflect the views of MB, and MB does not support or endorse any content or materials, that are posted to the Sample Board by you or another User. Further, no information presented on the Platform is intended to be construed as, or a substitute for, professional advice.
If you register and are accepted as a User, MB provides a Service to supply Manufacturers’ Samples to Users, and permit Users to gather, assign, post, and/or “pin” Sample Content to a User’s virtual Sample Board. You agree that all right, title and interest in and to any arrangements and/or designs of the Samples that you develop, design or create on the Sample Board shall be owned by MB. To the extent that you might possess any copyright and/or other proprietary interest in any such arrangements or designs, you hereby assign all such right, title and interest in and to the same to MB without charge, and in consideration for the same, MB grants to you a non-exclusive, worldwide, non-transferable and non-assignable, non-sublicenseable, royalty-free license to use the arrangements and/or designs that you have developed, designed and/or created for the purposes of [exploration and discovery for use on architectural or interior/commercial design related projects with the intent to seek materials for professional product evaluation. Other than through your Sample Board or use of the Samples to show customers in your business, you may not use, or attempt to use, MB to collect and re-distribute material Samples or similar material in any way. In addition, you may not use MB to collect material Samples or similar material items for any purpose other than exploration and discovery for use on architectural or interior/commercial design related projects with the intent to seek materials for professional product evaluation. The use of the Platform also prohibits you from collecting material Samples or similar material items through MB for the benefit of another entity, unless that entity is directly associated with you in a professional architectural or interior/commercial design related manner.
8. No MB Responsibility for Sample Content
Any User who accesses the Site understand and acknowledge that MB solely manages, and does not own or operate, the Sample Content on its Platform or the Samples offered through its Platform. MB acts as an intermediary between Users and Manufacturers, and serves as an agent to supply Sample Content and Samples to Users on behalf of Manufacturers. Both Users and Manufacturers agree that MB is not a party to any contracts created by and between a User and a Manufacturer. MB is merely a website and service that helps connect Users and Manufacturers.
MB MAY PROVIDE SUPPLIERS OF SAMPLE CONTENT AND SAMPLES AND OTHER MATERIAL ITEMS WITH A REFERRAL SOURCE FOR LEAD GENERATION, NETWORKING, AND/OR OTHER PROFESSIONAL PURPOSES, WHEN YOU REQUEST OR ACCESS SAMPLE CONTENT OR SAMPLES OR MATERIAL CREATED OR PROVIDED BY THAT MANUFACTURER. MB DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND WITH RESPECT TO ANY MANUFACTURER OR PRODUCT/MATERIAL THAT RECEIVES YOU AS A REFERRAL SOURCE AND TAKES ACTION UPON THAT DATA. YOUR INTERACTION WITH ANY MANUFACTURER THAT ORIGINATED THROUGH MB IS AT YOUR OWN RISK AND INDEPENDENT FROM THE SERVICE PROVIDED TO YOU BY THE PLATFORM.
To provide Users with a forum in which to identify and locate Manufacturers, MB cannot and does not involve itself in the agreements between Users and those Manufacturers. In addition, MB does not screen any Manufacturers, and the fact that any professional appears on the Platform does not imply an endorsement of them/him/her. Accordingly, MB cannot ensure the success, quality, or specifications that may be provided or states by such Manufacturer. You, and not MB, are solely responsible for assessing the integrity, honesty and trustworthiness or all Manufacturers and professionals with whom you may communicate.
ALL INFORMATION REGARDING THE SAMPLE CONTENT AND SAMPLES LISTED ON THE PLATFORM IS BASED ON INFORMATION PROVIDED TO USER BY THE MANUFACTURER. IN THIS RESPECT, MB CANNOT GUARANTEE THAT THE INFORMATION IS ACCURATE, AND DOES NOT ENDORSE ANY SAMPLE CONTENT OR SAMPLES LISTED, AND IS NOT RESPONSIBLE FOR ANY ERRORS OR OMISSIONS. YOU ACKNOWLEDGE AND AGREE THAT, IF YOU REGISTER FOR THE SERVICE, IT IS YOUR RESPONSIBILITY TO REVIEW SEPARATELY ANY MANUFACTURERS, AND SPECIFIC TERMS AND CONDITIONS, AND TO REQUEST ADDITIONAL INFORMATION FROM, AND PERFORM YOUR OWN DUE DILIGENCE ON, THE PARTICIPATING MANUFACTURERS AND THE SAMPLE CONTENT AND SAMPLES MADE AVAILABLE BY THEM ON THE PLATFORM, BEFORE MAKING A FINAL DECISION TO ORDER ANY SAMPLES PROVIDED BY MB FROM THE MANUFACTURERS. YOU ALSO AGREE THAT WE ARE NOT LIABLE FOR AND CANNOT ACCEPT ANY LIABILITY IN CONJUNCTION WITH ANY CONTRACT CREATED BETWEEN YOU AND A THIRD PARTY FOR ANY PURPOSE. WE DO NOT TRANSFER LEGAL OWNERSHIP, TITLE, OR RIGHT TO ANY COMPANIES OR LISTINGS THROUGH OUR PLATFORM OR SERVICE.
9. No MB responsibility for Librarian Feature of the Platform
If you decide to use the “Ask a Librarian” feature of the Platform, you acknowledge that this feature is intended only as an aid to you and that you should not rely upon it in any final decisions that you make with regard to Sample Content or any Samples or any designs that you create for your business. You acknowledge and agree that you use such feature at your own risk and that MB shall not be responsible for any of the suggestions that are provided to you through the feature.
10. Service Fees.
MB does not normally charge any processing fees for its services, However, if this changes over time (i.e. if MB makes available the opportunity for a User to pay a fee for expedited shipping or for a User, for a User to receive “Ask a Librarian” services for a fee, or any other service for a fee), all such fees will be non-refundable.
MB reserves the right to change or alter any fee that it charges Users at any time while processing any relevant order provided that, if MB makes any changes to the applicable fee, MB shall notify the affected parties by email, and ask for confirmation of payment of the new fee before it provides the applicable services. By placing a an order for a fee-based service, the User authorizes MB or a designated third-party payment processor to collect and charge amounts to the credit card on file in accordance with these Service Terms.
11. Sample Order Terms.
Once a User submits an inquiry or places a sample order through MB.com, MB may contact the User to discuss the details of the sample order and to send the User new or additional offers on sample orders.
MB will strive for next business day shipping so that you receive the sample order within twenty-four hours of the date that the sample order was made so long as the sample order was submitted by the cutoff time for shipping; however, due to the size and/or weight of the item, or your location, this option may not always be available.
MB’s fulfilment of sample orders depends upon carriers such as FedEx, and there may be instances in which disruption of air, rail or roads or disruption for other reasons that are beyond the control of MB may occur. Finally, a particular material may become out of stock without notice.
If you place a sample order and the sample is not delivered to you by a carrier such as Fedex or does not get to you for whatever other reason, you shall not hold MB responsible.
12. All Orders Non-Refundable.
AFTER A USER HAS PLACED AN ORDER THROUGH PLATFORM FOR A FEE-BASED SERVICE, THE APPLICABLE FEE BECOMES NON-REFUNDABLE.
13. Communications Policy
MB, at its sole discretion, shares your contact information and your project information, including your telephone number, with its Manufacturers when you have requested Samples from such manufacturers so that they may provide you with related information, follow-up on your interest in their products, and provide relevant promotions. MB disclaims all responsibility for any representations, warranties, or offers made by such Manufacturers, and such referrals for more information do not constitute an endorsement of any products offered by such Manufacturers. Nor is MB responsible for the information policies or practices of such Manufacturers.
If you have provided us with a telephone number, then you authorize MB (or any Manufacturer who is providing you with product information at your request) to call and/or send SMS text messages using an automatic telephone dialing system or pre-recorded message to that telephone number to provide information and services related to material suppliers’ properties or any purpose of following-up on sample requests, encouraging the purchase of specific products or services, or for providing other promotional information. If you do not want to receive calls or SMS text messages from MB you can unsubscribe by sending an email to email@example.com with the subject line “STOP,” or responding to a text with “STOP”. You understand and agree that you are not required to provide your consent to receiving phone calls or SMS text messages as a condition of any Sample Order or other service. Receipt of certain communications (including telephone calls and SMS text messages) may be subject to service provider charges. All charges are billed by and payable to your mobile service provider.
From time to time, MB will offer promotions. We reserve the right to limit quantities offered in promotions, whether at any cost or offered at no charge, and we reserve the right to revise, suspend, or terminate an event or promotion at any time without notice (including after a sample order has been submitted and acknowledged).
We do not guarantee that all Sample Content and material Samples within the Platform will be available for promotion.
Users who take advantage of promotions offered on the Platform are subject to the terms and conditions set forth in both the specific promotion and the terms and conditions stated in these Service Terms.
Registered Users agree to release MB and its agents, advertisers, sponsors, or promotional partners, for all liability arising from and participating in any promotion located on, or accessed through, the Platform. MB is not responsible for technical, hardware, or software failures or any kind, lost or unavailable network connections, or failed, incomplete, garbled, or delayed computer transmissions that may limit any Registered User’s ability to participated in any promotion.
Each User agrees to be bound by the rules of any promotion and by the rules of fair play and consideration of fellow User. A User who violates any of the rues or guidelines for behavior published on the Platform, or the site where the promotion is conducted, is subject to immediate disqualification and revocation of their registration for the promotion. MB is under no obligation to award any prize to any User who violates a published promotion rule or guideline.
From time to time, MB may make software (e.g. apps, programs) available to you to download or use. Such software will be subject to the terms of the license agreement that accompanies it. If there is no license agreement presented to you with the software, then the following license, in addition to the other terms of these Service Terms, govern your use of such software. We grant you a personal, non-exclusive, non-transferrable, limited license to install the software on a single computer or device. The software is protected by copyright and other intellectual property laws and treaties, and is owned by use or our suppliers. You may not: (i) copy, sell, redistribute, rent, lease, or otherwise transfer the software or any of the limited rights you receive; (ii) incorporate it or any portion or it into another product; (iii) reverse engineer, decipher, decompile, or disassemble the software or otherwise attempt to derive the source code or underlying ideas or algorithms of the software or any portion of the software, including without limitation any application or widget (except where expressly permitted by law); (iv) export, transfer, and/or release the software, related technology, or any product thereof, for any proscribed end-use, or to use proscribed country, entity, or person (wherever located) without proper authorization from the U.S. and/or foreign government; (v) modify, translated, adapt, or create derivative works from the software or any portion of the software in any way or remove proprietary notices in the software. You may not authorize or assist any third party to do any of the things prohibited in this paragraph.
15. Termination and Account Cancellation.
A User may cancel his or her Registration Account at any time. Cancellation of an account does not create an obligation for MB to delete or return any content you may have created through your registered profile, including any Sample Board(s) created by you. If you wish to rescind your acceptance to these Service Terms, simply cancel your Registration Account with MB. Further, User shall continue to have any obligations that arose for it prior to MB Account cancellation or termination.
MB may, at our discretion and without liability to you, with or without cause, with or without prior notice and at any time: (a) terminate these Service Terms or your access to the Service, and (b) deactivate or cancel your MB Account. In the event MB terminates these Service Terms or your access to the Platform or deactivates or cancels your MB Account, you will remain liable for all amounts owed by you prior to such event.
16. Applicable Laws.
You must use the Service in a manner consistent with any and all applicable laws and regulations.
17. Disclaimer of Warranty.
MB IS NOT RESPONSIBLE FOR ANY INCORRECT OR INACCURATE CONTENT POSTED ON THE PLATFORM OR IN CONNECTION WITH THE SERVICE PROVIDED OR ANY OF THE SAMPLES OR OFFERS MADE BY PARTICIPATING MANUFACTURERS, WHETHER CAUSED BY ANY OF THE PARTICIPATING MANUFACTURERS, BY ANY VISITORS OF THE PLATFORM OR USERS, OR BY ANY OF THE EQUIPMENT OR PROGRAMMING ASSOCIATED WITH OR UTILIZED IN THE SERVICE OR IS OTHERWISE BY ERROR ON THE PART OF MB.
ALTHOUGH MB ATTEMPTS TO VERIFY THAT THE SAMPLES PROVIDED BY PARTICIPATING MANUFACTURERS ARE AS DESCRIBED AND HAS A POLICY OF DISCONTINUING THE ABILITY OF A PARTICIPATING MANUFACTURERS TO PROVIDE INFORMATION ABOUT SAMPLES THROUGH THE SERVICE IF WE LEARN THAT A PARTICIPATING MANUFACTURER IS NOT PROVIDING SAMPLES AS DESCRIBED IN THE SERVICE, MB IS A SERVICE INTENDED ONLY TO PROVIDE A MEANS OF CONNECTING INTERESTED USERS TO SAMPLES OFFERED BY MANUFACTURERS, AND YOU ACKNOWLEDGE AND AGREE THAT, MB IS NOT RESPONSIBLE FOR THE ACCURACY OF SAMPLE CONTENT OR THE SAFETY OR EFFICACY OF SAMPLES OR THE ULTIMATE MATERIALS OF WHICH THEY ARE A SAMPLE AND IT IS YOUR RESPONSIBILITY TO SEPARATELY REVIEW ANY SAMPLES, AND THE MANUFACTURER’S SPECIFIC TERMS AND CONDITIONS AS LISTED IN EACH MANUFACTURER-SPECIFIC AREA AND IN CONNECTION WITH THE PARTICIPATING MANUFACTURER, AND TO REQUEST ADDITIONAL INFORMATION FROM, AND PERFORM YOUR OWN DUE DILIGENCE ON, THE PARTICIPATING MANUFACTURER AND THE SAMPLES OFFERED BY THEM BEFORE MAKING A FINAL DECISION TO PLACE AN ORDER FOR ANY SUCH SAMPLES FROM MB SUPPLIED BY THE PARTICIPATING MANUFACTURERS.
MB SPECIFICALLY DISCLAIMS ALL WARRANTIES, EITHER EXPRESS OR IMPLIED, FOR THE SECURITY, RELIABILITY, TIMELINESS AND PERFORMANCE OF THIS SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OR RESPONSIBILITY AS TO, OF OR FOR: (I) YOUR USE OF THE SERVICE, INCLUDING DAMAGES RESULTING OR ARISING FROM MISTAKES, ERRORS, OMISSIONS, INTERRUPTIONS, DELETIONS, DEFECTS, DELAYS IN TRANSMISSION, ANY COMPUTER VIRUSES, INFECTIONS, WORMS, TROJAN HORSES, OR OTHER CODE THAT MANIFEST CONTAMINATING OR DESTRUCTIVE PROPERTIES, COMMUNICATION LINE FAILURES, NON-DELIVERIES OR MIS-DELIVERIES OF SAMPLES BY CARRIERS, THEFT, OR UNAUTHORIZED ACCESS OF INFORMATION OR ANY FAILURE OR PERFORMANCE OF THE PLATFORM OR SERVICE; (II) ANY DENIAL OR RESTRICTION OF YOUR ACCESS TO THE PLATFORM OR SERVICE IN ANY MANNER BY MB; OR (III) THE QUALITY, SUITABILITY, ACCURACY, FUNCTIONALITY, OR OPERATION OF THE PLATFORM OR SERVICE. WE DO NOT WARRANT THAT THE FUNCTIONS PERFORMED BY THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVICE OR THE SERVERS THAT SUPPORT IT WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS. WE DO NOT WARRANT THE ACCURACY OR COMPLETENESS OF ANY CONTENT ON THE SERVICE, INCLUDING IN PARTICULAR, ANY SAMPLES THAT ARE PROVIDED BY PARTICIPATING MANUFACTURERS, THAT THE SERVICE IS MAKING AVAILABLE TO YOU. Please note that some U.S. jurisdictions may not allow the exclusion of implied warranties, so some of the above exclusions may not apply to you.
Without limiting the foregoing, THE SERVICE, EVERYTHING ON THE PLATFORM AND ALL RELATED PRODUCTS AND SERVICES ARE PROVIDED "AS IS" WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED.
16. Limitation on Liabilities.
TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL MB OR ITS SUPPLIERS, INCLUDING, WITHOUT LIMITATION, ITS MANUFACTURERS OR ITS LICENSORS HAVE ANY LIABILITY TO ANY USER OR VISITOR FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHETHER ARISING IN CONTRACT, EQUITY, NEGLIGENCE, INTENDED CONDUCT OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND STRICT LIABILITY IN TORT)), INCLUDING, WITHOUT LIMITATION, DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, LOST PROFITS, REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS OR LOST PROFITS IN CONNECTION WITH OR ENSUING FROM (I) THE USE OR INABILITY TO USE THE PLATFORM OR SERVICE, (II) ANY TRANSACTIONS CONDUCTED THROUGH OR FACILITATED BY THE PLATFORM OR SERVICE, INCLUDING ANY SAMPLES REALIZED BY YOU THROUGH YOUR USE OF THE SERVICE; (III) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE PLATFORM OR SERVICE, (IV) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR (V) ANY OTHER MATTER RELATED TO THE PLATFORM OR SERVICE OR ANY MB CONTENT OR INFORMATION PROVIDED ON THE PLATFORM OR SERVICE, EVEN IF MB HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR ANY LIMITED REMEDY.
BECAUSE SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS DO NOT APPLY TO YOU. IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, YOU HEREBY WAIVE ANY PROVISION IN LAW, REGULATION, OR CODE SIMILAR REQUIRING SUCH RELEASE. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THESE SERVICE TERMS, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” USERS HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR PROVISION IN ANOTHER JURISDICTION. YOUR ABILITY TO USE THE MB SERVICE IS CONTINGENT ON YOUR AGREEMENT WITH THIS AND ALL OTHER SECTIONS OF THESE SERVICE TERMS.
NOTWITHSTANDING ANYTHING ELSE SET FORTH HEREIN, THE MAXIMUM LIABILITY OF MB FOR DAMAGES FROM ANY CLAIM ARISING FROM YOUR USE OF THE PLATFORM OR SERVICE SHALL BE LIMITED TO THE GREATER OF: (I) ONE HUNDRED DOLLARS ($100.00), AND (II) THE AMOUNT IN FEES THAT YOU HAVE PAID TO MB FOR ANY SAMPLES.
You understand and agree that you are personally responsible for your behavior in connection with the Service. You agree to indemnify, defend and hold MB, its subsidiaries, affiliates, officers, agents, and other partners and employees and any suppliers, including, without limitation, any Manufacturers and third-party information or content licensors to the Service, harmless from any loss, liability, claims, demands, damages and costs (including, but not limited to direct, incidental, consequential, exemplary and indirect damages), and reasonable attorneys’ fees, made by any third party due to or arising out of (i) use or misuse of the Platform or the Service by you or any other person using your Registration Account; (ii) any violation or breach of these Service Terms; or (iii) any violation of any of the rights of any other third-party.
18. Entire Agreement; Order of Precedence; Waiver; Severability.
Unless otherwise specified herein, the Service Terms constitute the entire agreement between you, a User, and MB with respect to the Service and supersedes all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and MB with regard to the Service.
MB's failure to enforce any right or provision in the Service Terms shall not constitute a waiver of such right or provision. If any part of the Service Terms is held invalid or unenforceable, that portion shall be deemed to be substituted with a valid, enforceable provision which most closely reflects the original intent of the parties, and the remaining portions shall remain in full force and effect.
If you have any comments or questions about the Service, please contact us at:
Mr. Peter Fain
3651 NW 8th Ave.
Boca Raton, Florida 33421
With a copy to:
101 Park Ave., 4th Floor
New York, NY 10178
The section titles in the Service Terms are for convenience only and have no legal or contractual effect. Please contact us with any questions regarding the Service Terms.
It is the policy of MB to respect the intellectual property of others and thus to respond to effective notices of alleged infringement of copyright material where the copyright material is available at, or from, a system or network controlled or operated by or for MB.
If you are alleging that copyrighted material may have been or is being infringed (hereinafter, you are a “complaining party”), then you may notify MB pursuant to the U.S. Online Copyright Infringement Liability Limitation Act of the US Digital Millennium Copyright Act, 17 USC 512(c), by sending notice to the following Agent, who has been designated by MB to receive notifications of alleged copyright infringement:
Mr. Peter Fain
3651 NW 8th Ave.
Boca Raton, Florida 33431
Each notification of infringement must include the following:
1. a description of the allegedly infringed work in which copyright is claimed;
2. a description of the allegedly infringing material and information reasonably sufficient to permit MB to locate the material;
3. information sufficient for MB to contact you, including your name, address, telephone number, and/or email address;
4. 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, by its agent, or the law;
5. a statement by you, made under penalty of perjury, that the above provided information is accurate and that you have the authority to enforce the copyrights that are claimed to be infringed; and
6. a physical or electronic signature of the copyright owner or a person authorized to act on such owner’s behalf.
In response to each notification of infringement containing the information specified under the heading “Notification” above, MB or its Agent shall:
1. promptly remove or disable access to the material that is deemed infringing;
2. promptly provide written notification to the alleged infringer; and
3. take reasonable steps promptly to notify the alleged infringer that it has removed or disabled access to the material.
III. Counter Notification
Such alleged infringer may serve a Counter Notification on the designated Agent. Each Counter Notification must include the following:
1. identification of the material that has been removed or to which access has been disabled;
2. a statement, made under penalty of perjury, that the alleged infringer has a good-faith belief that the material was removed or disabled through mistake or misidentification;
3. the alleged infringer’s contact information, including name, address, telephone number, and a statement that the alleged infringer consents to the jurisdiction of the Federal District Court for the judicial district in which such address is located, or if the alleged infringer’s address is outside of the United States, for any judicial district in which MB may be found, and that the alleged infringer will accept service of process from the complaining party who provided notification pursuant to the heading “Notification” above or an agent or such person.
4. a physical or electronic signature of the alleged infringer or a person authorized to act on the alleged infringer’s behalf.
IV. Response to Counter Notification
In response to each Counter Notification containing the information specified under the heading “Counter Notification” above, MB or its Agent shall:
1. promptly provide the complaining party with a copy of the Counter Notification;
2. inform the complaining party that it intends to replace the removed material or cease disabling access to it within ten (10) business days;
3. replace the removed material or cease disabling access to the material within fourteen (14) business days following receipt of the Counter Notification, provided that MB’s or its Agent has not received notice from the complaining party that an action has been filed seeking a court order to restrain subscriber from engaging in infringing activity relating to the material on MB’s system or network.
NOTICE: Any person who knowingly materially misrepresents that material is infringing, or that it was removed or blocked through mistake or misidentification, is liable for any resulting damages (including costs and attorneys’ fees) incurred by the alleged infringer, the copyright owner or its licensee, or the service provider, under Title 17, United States Code, Section 512(f).