PROTOTYPE HUBS LTD.
“Account” means a registered User Account on the Site.
“Customer” means a Member who requests or purchases manufacturing services or products via the Site or Services.
“Customer Fees” means the fees that Prototype Hubs charges a Customer for the use of the Site and Services, which are calculated as a percentage of the applicable Manufacturing Partner Price.
“Content” means text, graphics, images, music, software, audio, video, information, or other materials.
“Manufacturing Partner” means a Member who offers or sells manufacturing services or products via the Site or Services.
“Manufacturing Partner Fees” means the fees that Prototype Hubs charges a Manufacturing Partner for the use of the Site and Services, which are calculated as a percentage of the applicable Manufacturing Partner Price.
“Manufacturing Partner Price” means the calculated price using the Manufacturing Partner’s Account pricing information and the Customer’s uploaded Content.
“Member” means a person who completes Prototype Hubs’ Account registration process, including Customers and Manufacturing Partners.
“Member Content” means any Content that a Member posts, uploads, publishes, submits or transmits, or otherwise makes available through the Site or Services.
“Order Price” means the amount(s) that are due and payable by a Customer in exchange for the Manufacturing Partner’s provision of the requested manufacturing services or products.
“Order Request” means a request for manufacturing services or products uploaded by a Customer to the Site or Services.
“Order Response” means an offer to provide manufacturing services or products uploaded by a Manufacturing Partner to the Site or Services in response to an Order Request.
“Prototype Hubs Content” means all Content that Prototype Hubs makes available through the Site, or Services, including any Content licensed from a third party, but excluding Member Content.
“Service Fees” means the Customer Fees and the Manufacturing Partner Fees, collectively.
“Shipping Fees” means the related fees for shipping that are due and payable by the Customer.
“Shipping Price” means the amount(s) that are due and payable by a Customer in exchange for the Manufacturing Partner’s provision to ship the requested manufacturing services or products to the Customer.
“Site Content” means Member Content and Prototype Hubs Content, collectively.
“Tax” or “Taxes” mean any sales taxes, goods and services taxes (GST/HST/VAT) that Prototype Hubs, Manufacturing Partners or both may be required by law to collect and remit to governmental agencies, and other similar municipal, provincial, and/or federal taxes.
“Total Fees” means the Order Price and the Customer Fees, collectively.
“User” means a person who completes Prototype Hubs’ Account registration process, including Customers and Manufacturing Partners.
You understand that aspects of this Site and the Services may not be available in all jurisdictions and that you are responsible for ensuring that it is lawful for you to use this Site and receive the Services where these activities occur.
Furthermore, if you reside in a jurisdiction where it is forbidden by law to participate in the activities offered by this Site or the Services, you may not enter into this agreement or use this Site or the Services. By using this Site you are explicitly representing that you have verified that your use of this Site and the Services is allowed in your own jurisdiction.
Your Account (as defined below) may be disabled or deleted without warning if we believe that you are underage or your use of this Site or the Services is not allowed (among other reasons set out below).
4. HOW THE SITE AND SERVICES WORK
The Site and Services can be used to facilitate the posting of Order Requests on the Site or Services by Customers and the submission of Order Responses by Manufacturing Partners.
You understand and agree that Prototype Hubs is not a party to any agreements entered into between Customers and Manufacturing Partners. Prototype Hubs does not offer or provide manufacturing services or products. Unless explicitly specified otherwise on the Site or Services, Prototype Hubs’ responsibilities are limited to: (i) facilitating the availability of the Site and Services; and (ii) serving as the limited payment collection agent of each Manufacturing Partner for the purpose of accepting payments from Customers on behalf of the Manufacturing Partner. Prototype Hubs has no control over the conduct of Customers, Manufacturing Partners, Members, or other Users of the Site or Services. Accordingly, any Order Requests, Order Responses, and Orders are made at the Customer’s and Manufacturing Partner’s own risk. Prototype Hubs disclaims any and all liability with respect to manufacturing services and products purchased or provided via the Site or Services.
Prototype Hubs does not endorse any Member. Although Prototype Hubs may, in its sole discretion, undertake additional checks and processes designed to help verify or check the identities or backgrounds of any Member, we do not make any representations about, confirm, or endorse any Member or the Member’s purported identity, background, or qualifications. We strongly recommend that you always exercise due diligence and care when deciding whether to purchase or provide manufacturing services or products from another Member, or to have any other interaction with another Member.
In order to access and use certain of the Services available on this Site, you may need to sign up for, open, and maintain an Account. Only Users who have registered for an Account may buy or sell products and services through the Site. Further details specific to Customer Accounts are provided in Section 6.
During the registration process, we may collect information from you, including your name, address, email address, phone number, credit card or other payment information, username, and password. Your information may be used by us in connection with the Services or your use of the Site:
to verify your eligibility to create and to maintain your Account;
to ensure that your Account is unique;
to enable us to provide certain security and privacy safeguards;
to deal with security, debugging and technical support issues;
for billing and payment-related issues;
to protect ourselves and others, including other Users, from abuse;
to conduct a criminal or other background check in relation to you; and
to comply with applicable laws.
You must not choose a username that infringes the rights of any third party, impersonates any Prototype Hubs employee, other User, celebrity, or any famous person or entity, which is deliberately confusing or which is offensive, racist, obscene, hurtful, unlawful, or otherwise inappropriate. You agree that you will not use misspellings or alternative spellings or take any other actions for the purpose of circumventing the foregoing restrictions. You understand and agree that, in addition to the foregoing restrictions, we reserve the right to change, remove, alter, or delete any username at any time and for any reason in our sole discretion.
You are entirely responsible for maintaining the confidentiality of your username and password and for any and all activities (including purchases, sales, and charges, as applicable) that are conducted through your Account. You cannot sell or transfer your Account to any other person, or permit anyone else to use it. You agree to notify us immediately of any unauthorized use, theft, or misappropriation of your Account, username, or password. We will not be liable for any loss that you incur as a result of someone else using your Account, username, or password, either with or without your knowledge.
6. Customer ACCOUNTS
If you wish to purchase manufacturing services or products through the Site or Services, you will need to register for a Customer Account. Registering for a Customer Account is free.
Once you have registered for a Customer Account you can submit Order Requests to Manufacturing Partners through the Site or Services. By submitting an Order Request through the Site or Services, Customers understand and agree that such Order Request will be available for download, viewing, and response by Manufacturing Partners. A Manufacturing Partner’s ability to use and disclose Order Requests, other than for the purposes of offering to provide and providing the requested services or products, is restricted.
Orders, fees, and payments are covered in further detail in Section 7.
Subject to the Customer paying the Total Order Price of an Order, Manufacturing Partners grant and assign to Customers all rights in the delivered work. Ownership of work is covered in further detail in Section 16.
7. ORDERS, FEES, AND PAYMENTS
Once the Customer has submitted an Order Request, the status of the Order will change to “Partner Review”. The Customer is able to cancel an Order during the “Partner Review” and “Payment Required” states before payment is made. If the Customer wishes to cancel an Order after payment has been made, they must contact [email protected] for assistance. If a cancellation request is granted by Prototype Hubs, there may be a cancellation fee associated with the cancelled order.
The Manufacturing Partner is able to decline an Order Request only during the “Partner Review” state. Once the Order Request has been accepted, the Manufacturing Partner is obligated to fulfill the Order. If the Order is not “Shipped” within 60 days the Customer may receive a refund and the Manufacturing Partner may be charged a fee associated with the refund. The Manufacturing Partner’s Account may also be temporarily suspended or disabled and an investigation may take place.
An Order is considered “Complete” on the earlier of: (i) 21 days from the time an Order has been “Shipped” or “Ready for Pick Up” from the Manufacturing Partner; or (ii) when the Customer acknowledges they have received the Order and changes the status of the Order to “Completed” on their Customer dashboard.
All Order Price and Manufacturing Partner Price estimates and quotations provided by a Manufacturing Partner, or by Prototype Hubs, on behalf of a Manufacturing Partner, are subject to change. Customers must pay Prototype Hubs (via Stripe) the Order Price for an Order before the Manufacturing Partner will begin working on the Order. Funds are held by Prototype Hubs, through Stripe, its third-party payment platform, until the Order is “Completed”. The Manufacturing Partner Price and Shipping Price (less Manufacturing Partner Fees, Shipping Fees, and any Taxes in respect of the Manufacturing Partner Fees) will be released to the Manufacturing Partner on the earlier of: (i) 21 days from the time an Order has been “Shipped” or “Ready for Pick Up” from the Manufacturing Partner; or (ii) when the Customer acknowledges they have received the Order and changes the status of the Order to “Completed” on their Customer dashboard.
Customers are not permitted to offer and Manufacturing Partners are not permitted to accept payments for Orders outside of the Site. Prototype Hubs uses Stripe, a third-party payment platform, to perform all payment services on Prototype Hubs, including processing, collecting, holding, and transferring payments for Orders. As a condition of Prototype Hubs enabling payment processing services through Stripe, you agree to provide Prototype Hubs accurate and complete information about you, including payment information, and you authorize Prototype Hubs to use it and disclose it to Stripe or other payment gateway providers for the purpose of processing the payments you authorize through the Site. Under no circumstances will we be responsible: (i) for any charges that Stripe or your credit card issuer may apply to you as a result of our processing your Order; (ii) if Stripe or your card issuer refuses or fails to authorize payment by you; or (iii) for any delays or non-delivery of the Order (or payment for such Order, in the case of Manufacturing Partners) arising from any validation checks that may be carried out regarding your payment or identification.
If Orders will be physically delivered to the Customer, the Manufacturing Partner is responsible for all shipping arrangements. Shipping costs will be added to each Order and paid for by the Customer, which such costs shall include any Shipping Fees required to be paid by Prototype Hubs to Stripe. Prototype Hubs is not responsible, and will not be liable for any damages resulting from shipping arrangements, including the delivery, timing, or condition of work product and Orders shipped.
Customers and Manufacturing Partners may be subject to direct or indirect Taxes depending on their residency or location. Customers and Manufacturing Partners acknowledge that they are responsible for complying with all applicable tax requirements, including any obligation to deduct, withhold, or remit Taxes.
8. SERVICE FEES
In consideration for the use of the Site and Services, Prototype Hubs charges split Service Fees between Customers and Manufacturing Partners. Where applicable, Taxes may also be charged in respect of the Customer Fees. Customer Fees are included in the Order Price; the final Customer seen price on the Site includes all Customer Fees, Shipping Fees, and Total Fees.
As of July 21, 2020:
Customer Fees: 6% Manufacturing Partner Price service fee and a 2.5% transaction fee for a total of 8.5% of the total Order Price;
Prototype Hubs may update its Customer Fees, Shipping Fees, and/or Service Fees at any time with or without warning.
9. DISPUTE RESOLUTION
If the work product or Order delivered by a Manufacturing Partner on the Site is not satisfactory to a Customer or if any other issues arise between a Customer and Manufacturing Partner, Customer and Manufacturing Partners are encouraged to attempt to resolve the issue directly. If they cannot resolve the issue, Customers can request assistance from Prototype Hubs in accordance with the provisions outlined below.
If 21 days or less have elapsed from the time an Order has been “Shipped” or “Ready for Pick Up” from the Manufacturing Partner on the Site, the Customer may open a dispute through their Customer dashboard by completing and submitting a dispute form. Once Prototype Hubs has received the filed dispute form, a manual investigation will begin. Prototype Hubs may request pictures, messages, attachments, transactions, and any other relevant materials between the Customer and Manufacturing Partner. In some cases, we may ask the Customer to ship the parts that are in dispute for review directly to Prototype Hubs. We will also contact the Manufacturing Partner. Prototype Hubs reserves the right to temporarily suspend the Accounts of a Manufacturing Partner or a Customer in some dispute cases. It may take up to 30 days for Prototype Hubs to conduct the manual investigation. Following the investigation, Prototype Hubs will decide the course of action to be taken to resolve the dispute.
If more than 21 days has elapsed from the time an Order has been “Shipped” or “Ready for Pick Up” from the Manufacturing Partner, the Order is deemed as “Completed” and it is not possible for the Customer to open a dispute.
If both the Customer and Manufacturing Partner are dissatisfied with the resolution of the dispute as decided by Prototype Hubs, they may elect to finally resolve the dispute through binding arbitration conducted by an established alternative dispute resolution (“ADR”) provider, as mutually agreed upon by the parties. The arbitration shall be conducted in accordance with the following rules: (a) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
Any questions regarding disputes may be sent to [email protected].
10. GENERAL CODE OF CONDUCT
Prototype Hubs may, without notice, suspend your, or any other party’s, access to this Site or the Services by deactivating any Account, password(s), or links to the Internet if we reasonably suspect that you, or any other parties, are obtaining unauthorized access to our other systems or information or are using otherwise valid User identifications or passwords in any unauthorized manner. These suspensions will be for such periods of time as Prototype Hubs may reasonably determine is necessary to permit the thorough investigation and mitigation of such suspended activity.
While using this Site or the Services you agree to comply with all applicable laws, rules, and regulations, including without limitation any laws governing the transmission of commercial electronic messages or similar. We reserve the right, in our sole discretion, to take any actions we deem necessary and appropriate to preserve the integrity of this Site and the Services.
You agree not to use the Site or Services for anything that:
is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person, including other Users;
is bigoted, hateful, or racially or otherwise offensive;
is violent, vulgar, obscene, pornographic or otherwise sexually explicit, or otherwise harms or can reasonably be expected to harm any person or entity;
is misleading, untruthful, or inaccurate;
is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including without limitation anything that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and/or drug abuse, harassment, theft, or conspiracy to commit any criminal activity;
infringes or violates any right of a third party including: (i) copyright, patent, trademark, trade secret, or other proprietary or contractual rights; (ii) rights of privacy (specifically, you must not distribute another person’s personal information of any kind without their express permission), personality, or publicity; or (iii) any confidentiality obligation;
In addition, you agree NOT to:
use the Site or Services to resell any products or services purchased on the Site or Services;
interfere with the security of, or otherwise abuse the Site, the Services or any system resources, services or networks connected to or accessible through this Site or the Services;
attempt, nor permit any third party to, enter restricted areas of Prototype Hubs’ computer systems or perform functions that you are not authorized to perform;
use our Site, Services, or Site Content in connection with the distribution of unsolicited commercial email (i.e. “spam”) or advertisements;
submit any Order Request with false or misleading information;
use the Site, Services, or Site Content to find a Manufacturing Partner and then complete an Order for manufacturing services or products independent of the Site or Services, in order to circumvent the obligation to pay any Service Fees related to Prototype Hubs’ provision of the Services or for any other reasons.
11. AVAILABILITY; ACCESS TO THE INTERNET
We reserve the right to interrupt or suspend this Site or the Services, or any part thereof, with or without prior notice for any reason. You are solely responsible for obtaining and maintaining all Internet, computer hardware and other equipment needed to access and use this Site and the Services and for all charges and fees related thereto.
12. CHANGES TO SITE AND CONTENT
13. LINKED WEBSITES
This Site or the Services may provide links to third-party websites for your convenience only. The inclusion of these links does not imply that Prototype Hubs monitors or endorses these websites, or the content, products, or services on or available from such websites. Prototype Hubs is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or the reliance upon any information, content, goods, or services available on or through any third-party websites or linked resources.
14. INTERNET SOFTWARE OR COMPUTER VIRUSES
Prototype Hubs is not responsible or liable for any software, computer viruses, or other destructive, harmful, or disruptive files or programs that may infect or otherwise impact your use of your computer equipment or other property on account of your access to, use of, or browsing on this Site or the Services or other content from this Site. Prototype Hubs suggests that you take prudent action to protect yourself, such as installing appropriate anti-virus or other protective software.
15. INTELLECTUAL PROPERTY
This Site, Services and Site Content are owned and operated by Prototype Hubs and may be protected by intellectual property laws, including laws relating to copyrights, trade-marks, trade-names, Internet domain names, notice and notice rights, and other similar rights under the laws of Canada and other countries. Certain words, phrases, names, titles, icons, graphics, designs, or logos used on the Site or Services may constitute trademarks, service marks, or trade names of Prototype Hubs or other entities. You acknowledge and agree that the Site, Services and Site Content, including all associated intellectual property rights, are the exclusive property of Prototype Hubs and its licensors. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site, Services, or Site Content.
16. OWNERSHIP OF WORK PRODUCT
Subject to a Customer paying the Order Price for an Order, the work product, including all associated intellectual property rights in the work product, becomes the exclusive property of the Customer upon delivery by the Manufacturing Partner, and the Manufacturing Partner hereby assigns all of its legal and beneficial rights, title and interest, including all associated intellectual property rights, in the same to the Customer. The Manufacturing Partner hereby waives any and all moral rights or similar rights to the delivered work, and will cause its employees, consultants, and contractors, if applicable to waive the same.
Manufacturing Partners represent and warrant to Customers that: (i) they either are the sole and exclusive owner of all the delivered work or have all rights, licenses, consents, and releases that are necessary to transfer all rights, title, and interest in the delivered work to the Customer; and (ii) to the knowledge of the Manufacturing Partner, the delivered work will not 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.
This Site (including, without limitation, the information published on the Site), the Services and any products or services obtained through the Site or Services are provided on an “as is”, “where is” and “with all faults” basis, without representation, warranty, or condition of any kind, either express or implied, including, but not limited to the implied representations, warranties, or conditions of merchantability, or fitness for a particular purpose. Prototype Hubs does not represent or warrant that this Site, the Services, or any products or services obtained through the Site will meet your requirements or that their use will be uninterrupted, secure, or error-free. For the avoidance of doubt, Prototype Hubs makes no representations or warranties regarding (i) the quality of any products or services offered on this Site or through the Services, or (ii) the conduct of Users and Members of the Site or Services. Notwithstanding Prototype Hubs’ appointment as the limited payment collection agent of Manufacturing Partners for the purpose of accepting payments from Customers on behalf of Manufacturing Partners, Prototype Hubs explicitly disclaims all liability for any act or omission of any User, Member, or third party.
18. LIMITATION OF LIABILITY
Prototype Hubs does not manufacture any products or accessories available for sale on the Site or Services, nor does it provide any warranty with respect to any products or services provided by Manufacturing Partners. As between you and Prototype Hubs, you assume all responsibility, risk and liability for use of this Site and the Services, including without limitation any products or services purchased through the Site or Services. In particular, as between you and Prototype Hubs, you assume all liability and risk for any injury whatsoever, including loss of life or loss of bodily function, sustained by you in connection with the usage of the Site and the Services, including without limitation the use of any products or services purchased through the Site or Services. You agree to indemnify and hold harmless Prototype Hubs from any claim related to the foregoing.
By using the Site or Services, you agree that any legal remedy or liability that you seek to obtain for actions or omissions of other Users, Members, or other third parties will be limited to a claim against the particular User(s), Member(s), or other third parties who caused you harm. You agree not to attempt to impose liability on or seek any legal remedy from Prototype Hubs with respect to such actions or omissions.
Some jurisdictions do not allow for the limitation or exclusion of liability for incidental or consequential damages, so the above limitation or exclusion may not apply to you.
You agree to release, defend, indemnify, and hold Prototype Hubs and its affiliates and subsidiaries, and their respective officers, directors, employees, and agents, harmless from and against any claims, liabilities, damages, losses, and expenses, including, without limitation, reasonable legal and accounting fees, arising out of or in any way connected with:
your access to or use of the Site, Services, or Site Content;
your Member Content;
your (i) interaction with any User or Member, (ii) Order Request, or (iii) Order Response; and
the purchase or provision of products or services by you, including but not limited to any injuries, losses, or damages (compensatory, direct, incidental, consequential, or otherwise) of any kind arising in connection with or as a result of the purchase, provision or use of products or services.
20. TERM AND TERMINATION
You acknowledge and agree that access to this Site and the Services may not be available from time to time, maybe amended, revised, replaced, suspended, or terminated in whole or in part at any time and without notice, and that Prototype Hubs shall not, in any event, be responsible to you in any way should you be unable to access this Site and the Service at any time or from time to time.
Prototype Hubs Ltd.
PO BOX 5305
Lacombe, Alberta, Canada
22. YOUR COMMENTS
Feel free to email your comments, suggestions, and feedback (“Comments“) to Prototype Hubs at [email protected]. However, the Internet is not a fully secure medium and any communication may be lost, intercepted or altered. Prototype Hubs is not liable for any damages related to communications to or from this Site or the Services. You agree with respect to any Comments provided by you to us, via e-mail or otherwise, that: (i) Prototype Hubs has no obligation concerning such Comments; (ii) such Comments are non-confidential; (iii) Prototype Hubs may use, disclose, distribute or copy such Comments and use any ideas, concepts or know-how contained in such Comments for any purpose and without restriction or obligation to you (or any third party); and (iv) such Comments are truthful, do not violate the legal rights of others, and are not the property of others.