Terms of Service

Effective Date: Jul 8, 2025

Welcome to Materialize, hosted at shop.trymaterialize.com ("Materialize," "Harper AI, Inc.," "we," "us," or "our"). Please read these Terms of Service ("Terms," "Terms of Service," or "Agreement") carefully before accessing, browsing, or using the Materialize website, services, or products (together, the "Services").

By accessing, browsing, or using the Services, you (“you,” "user," "buyer," or "manufacturer") acknowledge that you have read, understand, and agree to be bound by these Terms and by our Privacy Policy, Shipping Policy, Returns & Refunds Policy, and any other guidelines posted on our site. If you do not agree with these Terms in their entirety, you must not use our Services.

1. Acceptance and Modification of Terms

By creating an account or using our Services, you confirm that you accept these Terms and agree to comply with them. We reserve the right to update or modify these Terms at any time. Notice of material changes may be provided via email or prominently on the website. Continued use of the Services after any modification constitutes your acceptance of the revised Terms.

2. Eligibility

You must be at least 18 years old or the legal age of majority in your jurisdiction, and have the legal capacity to enter into binding contracts, to use our Services. By using our Services, you represent and warrant that you meet these requirements.

3. Account Registration and Security

To access certain features of the Services, you may need to create an account. You agree to provide accurate, current, and complete information and to promptly update it if it changes. You are responsible for maintaining the confidentiality of your account credentials and for any activity under your account. If you believe your account has been compromised, notify us immediately at support@trymaterialize.com.

Materialize is not liable for any loss or damage resulting from your failure to safeguard your account credentials.

4. Materialize’s Role: Marketplace Facilitator

Materialize acts as a platform that facilitates transactions between buyers and independently verified, legal US-based manufacturers ("Manufacturers"). Except where explicitly stated otherwise, Materialize is the seller of record for products listed on the site. The primary sales contract is formed directly between the buyer Materialize.

Materialize:

• Coordinates transactions and processes payments
• Purchases shipping labels and manages logistics, coordinating direct seller-to-buyer shipping
• Sets and enforces platform standards and policies

Except for rare cases where specified (e.g., certain returns processed by Materialize HQ), Materialize does not warehouse products sold.

5. Product Listings and Information

Manufacturers are solely responsible for ensuring that their listings, including descriptions, pricing, images, condition, and representations of QMS certifications, are accurate, complete, lawful, and not misleading. Materialize may review, remove, or edit listings at its discretion and may request additional verification.

• Certified QMS: QMS certifications (e.g., ISO 9001) listed are provided by the Manufacturer and displayed for buyer information.
• Excess Inventory: "Certified Excess" typically refers to surplus, overstock, or end-of-line new/unused products. Item listings will disclose any condition issues, including minor cosmetic imperfections.

6. Placing Orders and Contract Formation

Placing an order via Materialize constitutes an offer to purchase products from the listed Manufacturer under these Terms. Orders are accepted when confirmed by Materialize via email or platform notification. Manufacturers are contractually obligated to fulfill confirmed orders, subject to availability and verification.

7. Payment Terms

All payments must be made using accepted payment methods as specified at checkout. Prices are in US Dollars unless otherwise indicated and may include sales tax as required by applicable law. You authorize Materialize and its payment processor to process transactions using the payment method you provide.

Your payment obligation is binding once your order is confirmed. Orders may be canceled or refunded as specified in the Returns & Refunds Policy.

8. Intellectual Property

All site content, including logos, text, graphics, design, software, and trademarks (“Content”), is the property of Materialize, its licensors, or Manufacturers, and is protected by law. You may use the Content only for personal, non-commercial purposes related to purchasing from Materialize.

You may not reproduce, distribute, modify, display, or create derivative works from the Content without written permission. User-provided content (such as reviews or feedback) may be used by Materialize in accordance with our Privacy Policy.

9. Prohibited Conduct

You agree not to:

• Engage in fraud, misrepresentation, illegal activity, or attempt to circumvent platform controls
• Submit false or misleading information
• Infringe upon third-party intellectual property or proprietary rights
• Use bots, crawlers, or any automated means without prior written consent
• Harass, threaten, abuse, or otherwise harm other users, Materialize staff, or Manufacturers
• Attempt to disrupt or interfere with platform functionality or security

Materialize reserves the right to suspend or terminate accounts for violation of these Terms or any policy, and to pursue legal action if warranted.

10. Shipping and Delivery

Materialize facilitates shipment of products directly from Manufacturers to buyers, as outlined in the Shipping Policy.

For orders of $750 or more (including item price, shipping, and tax), signature confirmation will be required upon delivery to provide added protection to all parties.

Buyers are responsible for providing accurate shipping information. Materialize is not liable for losses arising from inaccurate or incomplete delivery instructions.

11. Returns and Refunds

Returns and refunds are governed by the Returns & Refunds Policy. Generally, returns are accepted only if:

• Products are incorrect due to listing errors, or
• Products arrive broken, non-functional, or materially different from the listing.

Returns must be requested within 30 days of delivery and must follow the process detailed in the Returns & Refunds Policy. Return shipping labels for eligible returns are provided by Materialize; ineligible returns may be refused.

For returns of $750 or more, signature confirmation is required, and insurance may be recommended or required.

12. Disclaimers & Limitation of Liability

A. Disclaimer of Warranties All Services and products are provided “as-is” and “as-available.” Except as expressly stated, Materialize disclaims all warranties, express or implied, including but not limited to merchantability, fitness for a particular purpose, title, or non-infringement.

Materialize does not warrant that (i) the Services will be uninterrupted or error-free, (ii) any defects will be corrected, or (iii) the products or information will meet your requirements.

B. Limitation of Liability To the maximum extent permitted by law, Materialize and its affiliates, officers, directors, employees, and agents are not liable for any indirect, incidental, special, consequential, or punitive damages, or loss of profits, data, or goodwill, arising from or related to these Terms, the use of the Services, or products purchased.

In no event shall Materialize’s total liability exceed the greater of (i) $100; or (ii) the amount paid by you to Materialize within the six (6) months preceding the event giving rise to liability.

Materialize is not responsible for the acts, omissions, or representations of independent Manufacturers.

Some jurisdictions do not allow certain limitations of liability; in such jurisdictions, liability is limited to the fullest extent permitted by law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Materialize, its affiliates, directors, employees, and agents from and against all losses, liabilities, claims, damages, costs, or expenses (including reasonable attorney fees) arising out of or related to your (a) violation of these Terms or (b) misuse of the Services or products, or (c) infringement of third-party rights.

14. Governing Law and Dispute Resolution

These Terms are governed by and construed in accordance with the laws of the State of California, without regard to its conflict of law principles.

Mandatory Arbitration: Any dispute, claim, or controversy arising out of, relating to, or connected in any way with these Terms or your use of the Services not informally resolved by contacting support@trymaterialize.com shall be finally resolved through binding arbitration administered by American Arbitration Association in accordance with its applicable rules. Arbitration shall take place in California, unless otherwise agreed. You waive any right to a jury trial or to participate in class actions.

Notwithstanding the foregoing, you and Materialize may pursue claims in small claims court for qualifying matters.

15. Term, Termination, and Survival

These Terms remain in effect so long as you use the Services. Materialize may, at its discretion, suspend or terminate your access or your account at any time for any breach of these Terms, suspected fraud, abuse, or at the request of authorities. Upon termination, all rights granted to you herein cease immediately.

Sections addressing limitation of liability, disclaimers, indemnity, dispute resolution, governing law, and any other terms which by their nature should survive, shall survive termination.

16. Changes to the Terms

Materialize may update these Terms from time to time. Major changes will be communicated to users via email or posted on the website. Continued use of the Services after changes become effective constitutes your acceptance of the revised Terms.

17. Contact and Notices

For support, questions, or notices under these Terms, contact Materialize at:

• Email: support@trymaterialize.com
• Mail: Materialize – 1288 McAllister St, San Francisco, CA 94115

You acknowledge that you have read and understood these Terms of Service and agree to be bound by them.