Manufacturing Partner Terms of Use

PROTOTYPE HUBS LTD.
MANUFACTURING PARTNER TERMS OF USE

Please read these Terms of Use carefully as they contain important information regarding your legal rights, remedies, and obligations. These include various limitations and exclusions, and a dispute resolution clause that governs how disputes will be resolved.

Access and use of this website (the “Site“) and its related Services (the “Services“) are provided by Prototype Hubs Ltd. (“Prototype Hubs“, “we” and “us“) to you on the condition that you accept these Terms of Use. By accessing or using this Site or the Services, including creating an Account (as defined below), you agree to these Terms of UseIf you do not agree to accept and abide by these Terms of Use you must not access or use this Site or the Services. If you accept or agree to these Terms of Use on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to these Terms of Use and, in such event, “you” and “your” will refer and apply to that company or other legal entity.

These Terms of Use govern the relationship between you, the Site User and/or Member (“you“), and Prototype Hubs with respect to your use of the Site and its related Services. You agree that the agreement formed by these Terms of Use is like any written negotiated agreement signed by you, and you agree to be bound by, and fully comply with, its terms. To the extent that any provisions herein contemplate any rights of, or obligations to, another Member or User, including but not limited to Section 9 and Section 16, you agree to be bound by and fully comply with such provisions as a binding agreement entered into by you and such other Members and Users. You represent and warrant that you have all necessary right, power, and authority to enter into this agreement and to perform and otherwise discharge all of your obligations hereunder.

1. DEFINITIONS

Whenever used in these Terms of Use, the following words and terms will have the indicated meanings and grammatical variations of such words and terms will have corresponding meanings:

  • Account” means a registered User Account on the Site.

  • Client” means a Member who requests or purchases manufacturing services or products via the Site or Services.

  • Client Fees” means the fees that Prototype Hubs charges a Client 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. The Manufacturing Partner Fees will be displayed to the Manufacturing Partner when the Manufacturing Partner is asked whether to accept or reject an Order from a Client.

  • Manufacturing Partner Price” means the calculated price using the Manufacturing Partner’s Account pricing information and the Client’s uploaded Content.

  • Member” means a person who completes Prototype Hubs’ Account registration process, including Clients 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 Client 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 Client to the Site.

  • Order Response” means an offer to provide manufacturing services or products uploaded by a Manufacturing Partner to the Site 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 Client Fees and the Manufacturing Partner Fees, collectively.

  • Shipping Fees” means the related fees for shipping that are due and payable by the Client.

  • Shipping Price” means the amount(s) that are due and payable by a Client in exchange for the Manufacturing Partner’s provision to ship the requested manufacturing services or products to the Client.

  • 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 Client Fees, collectively.

  • User” means a person who completes Prototype Hubs’ Account registration process, including Clients and Manufacturing Partners.

2. JURISDICTION

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.

If you reside in a jurisdiction which restricts the use of Internet-based applications according to age, or which restricts the ability to enter into agreements such as set out in these Terms of Use according to age and you are under such a jurisdiction and under such age limit, you may not enter into this agreement or use this Site or the Services. Individuals under the age of 13 are not permitted to use the Site or Services.

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).

3. PRIVACY

Prototype Hubs is committed to respecting the privacy of the personal information of the individuals with whom we interact. We have developed a Privacy Policy (https://prototypehubs.com/legal/privacy-policy/) to describe our privacy policies and practices and how we collect, use, and disclose the personal information of those individuals who visit this Site or use the Services. Please see our Privacy Policy (https://prototypehubs.com/legal/privacy-policy/) for further details and contact information for our Privacy Officer. The Privacy Policy is a part of these Terms of Use and incorporated herein by reference.

4. HOW THE SITE AND SERVICES WORK

The Site and Services can be used to facilitate the posting of Order Requests on the Site by Clients 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 Clients and Manufacturing Partners. Prototype Hubs does not offer or provide manufacturing services or products. Unless explicitly specified otherwise on the Site, 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 Clients on behalf of the Manufacturing Partner. Prototype Hubs has no control over the conduct of Clients, Manufacturing Partners, Members, or other Users of the Site or Services. Accordingly, any Order Requests, Order Responses, and Orders are made at the Client’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.

5. ACCOUNTS

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 Manufacturing Partner Accounts are provided in Section 6.

Prior to completing the signup process for your Account, you will be required to confirm your acceptance of all of the terms and conditions of these Terms of Use. If you do not agree to these Terms of Use, you may not sign up for an Account.

During the registration process, we may collect information from you, including your name, address, email address, phone number, credit card or other payment information, bank account information solely for the use of a Manufacturing Partner payout, 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.

All of the information you provide to us or that we collect from you in connection with your use of the Site or the Services will be governed by these Terms of Use. You agree at all times to: (i) provide accurate, current, and complete information about yourself as prompted by our registration form or otherwise; and (ii) maintain and update your information (including your email address) to keep it accurate, current, and complete. You acknowledge that if any information provided by you is untrue, inaccurate, not current, or incomplete, we may suspend or terminate your Account and your ability to use this Site or the Services.

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. MANUFACTURING PARTNER ACCOUNTS

If you wish to offer manufacturing services or products through the Site, you will need to register for a Manufacturing Partner Account. When you register for a Manufacturing Partner Account, Prototype Hubs reserves the right to request additional information from you regarding your education, profession, experience, location, and other authentication or identification information. In addition to requesting such information, Prototype Hubs requires that Manufacturing Partners complete and successfully pass a test project developed by Prototype Hubs before being permitted to offer their manufacturing services through the Site. If a Manufacturing Partner does not complete or successfully pass the test project they will not be permitted to offer manufacturing services through the Site.

Registering for a Basic Manufacturing Partner Account is free. Enhanced Manufacturing Partner Accounts are available on a yearly based subscription fee for Manufacturing Partners who wish to access certain benefits or features beyond those associated with Basic Manufacturing Partner Accounts, including a higher rank in Client search results. Further details about Enhanced Manufacturing Partner Accounts can be found at https://prototypehubs.com/manufacturing-partner-account/.

Benefits of an Enhanced Manufacturing Partner Account include:

  • Higher search algorithm ranking for Client search results of Manufacturing Partners;

  • Lower Manufacturing Partner Fees as outlined in Section 8;

  • Profile photo gallery;

  • Profile approved certificates;

  • Profile banner image upload;

  • Social media and website links; and

  • Any other additional features that are continually added at Prototype Hubs discretion with or without warning.

Once you have registered for a Manufacturing Partner Account and satisfactorily completed your Account setup, profile, a test project, and have published your Account, you can download, view, and respond to Order Requests submitted by Clients. Manufacturing Partners acknowledge that their 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. Manufacturing Partners agree: (i) not to use the contents of Order Requests or any other Content provided by a Client except for the purpose of responding to an Order Request and fulfilling such Order Request if the Manufacturing Partner is selected by the Client; (ii) not to disclose the contents of Order Requests or any other Content provided by a Client to anyone, except as may be required by law or to Prototype Hubs as may be required by these Terms of Use; and (iii) without limiting the generality of (i) and (ii), not to use the contents of Order Requests or any other Content provided by a Client to compete with the Client or the Client’s business in any way.

Based on the criteria input by a Client in an Order Request, Prototype Hubs will make available for Clients a list of Manufacturing Partners that are able to respond to their Order Requests. A Client is then able to select a Manufacturing Partner to whom they wish to submit the Order Request. If a Manufacturing Partner wishes to respond to an Order Request they can do so through the Site by submitting an Order Response which includes the pricing, timing, and other terms proposed by the Manufacturing Partner. Prototype Hubs does not in any way guarantee that a Client will accept a Manufacturing Partner’s Order Response or will Order the requested products or services from the Manufacturing Partner. Any terms contained in an Order Request or Order Response which are inconsistent or conflict with or otherwise violate these Terms of Use in any way will be null and void.

Manufacturing Partners are responsible for the contents of their Order Responses. Prototype Hubs will not be responsible or liable for the contents of any Order Responses or any other Content uploaded to or transferred via the Site by Manufacturing Partners, or for any damages resulting from the same. Prototype Hubs may remove Order Responses, or delete, disable, or suspend the relevant User’s Account, if they violate these Terms of Use or are otherwise harmful to the Site or Services or other Users. In addition to the restrictions contained in the general code of conduct in Section 10, Manufacturing Partners agree that they will not knowingly manufacture or agree to manufacture functional weapons for Clients. This restriction does not prohibit Manufacturing Partners from manufacturing replicas of weapons, provided the same cannot be used, converted or modified in any way to inflict damage or harm.

After a Client submits an Order Request, a Manufacturing Partner may “Decline” an Order Request but must provide a reason for declining on the Deny Order Request form. Manufacturing Partners must not cancel an approved Order without cause. Manufacturing Partners who cancel Orders without cause may have their Accounts suspended, disabled, or deleted by Prototype Hubs.

Orders, fees, and payments are covered in further detail in Section 7.

Subject to the Client paying the Total Order Price of an Order, Manufacturing Partners grant and assign to Clients all rights in the delivered work. Ownership of work is covered in further detail in Section 16.

7. ORDERS, FEES, AND PAYMENTS

Once the Client has submitted an Order Request, the status of the Order will change to “Partner Review”. The Client is able to cancel an Order during the “Partner Review” and “Payment Required” states before payment is made. If the Client 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 Client 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 Client acknowledges they have received the Order and changes the status of the Order to “Completed” on their Client 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. Clients 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 Client acknowledges they have received the Order and changes the status of the Order to “Completed” on their Client dashboard.

Clients 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. By using this feature of the Site, you agree to be bound by the Stripe Connected Account Agreement (available at https://stripe.com/en-ca/connect-account/legal), which includes the Stripe Terms of Service. These may be updated from time to time. 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 banking or other 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.

Each Manufacturing Partner hereby appoints Prototype Hubs (via Stripe) as the Manufacturing Partner’s limited payment collection agent solely for the purpose of accepting the Order Price from Clients. Upon a Client’s payment of the Total Fees to Prototype Hubs (via Stripe), the Client’s payment obligation to a Manufacturing Partner for the Order Price is extinguished, and Prototype Hubs is responsible for remitting the Manufacturing Partner Price and Shipping Price (less the Manufacturing Partner Fees, Shipping Fees, and any Taxes in respect of the Manufacturing Partner Fees), in the manner described in these Terms of Use. In the event that Prototype Hubs does not remit any such amounts as described in these Terms of Use, the Manufacturing Partner will have recourse only against Prototype Hubs, and not against the Client.

If Orders will be physically delivered to the Client, the Manufacturing Partner is responsible for all shipping arrangements. Shipping costs will be added to each Order and paid for by the Client, 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.

Clients and Manufacturing Partners may be subject to direct or indirect Taxes depending on their residency or location. Clients 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 Clients and Manufacturing Partners. Where applicable, Taxes may also be charged in respect of the Client Fees and Manufacturing Partner Fees. Client Fees are included in the Order Price; the final Client seen price on the Site includes all Client Fees, Shipping Fees, and Total Fees. Manufacturing Partner Fees are deducted from the Manufacturing Partner Price before the balance is remitted to the Manufacturing Partner after the Order has been “Completed”, as described in these Terms of Use.

As of July 29, 2019:

  • Client Fees: 6% Manufacturing Partner Price service fee and a 2.4% transaction fee for a total of 8.4% of the total Order Price;

  • Basic Manufacturing Partner Fees: 10% Manufacturing Partner Price service fee and a 2.4% transaction fee for a total of 12.4% of the Manufacturing Partner Price; and

  • Enhanced Manufacturing Partner Fees: 6% Manufacturing Partner Price service fee and a 2.4% transaction fee for a total of 8.4% of the Manufacturing Partner Price.

Prototype Hubs may update its Client Fees, Manufacturing Partner Fees, Shipping Fees, and/or Service Fees at any time with or without warning. For more information on Basic Manufacturing Partner Fees and a detailed example, please visit https://prototypehubs.com/basic-manufacturing-partner-charges-and-fees/. For more information on Enhanced Manufacturing Partner Fees and a detailed example, please visit https://prototypehubs.com/enhanced-manufacturing-partner-charges-and-fees/.

9. DISPUTE RESOLUTION

If the work product or Order delivered by a Manufacturing Partner is not satisfactory to a Client or if any other issues arise between a Client and Manufacturing Partner, Clients and Manufacturing Partners are encouraged to attempt to resolve the issue directly. If they cannot resolve the issue, Clients 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, the Client may open a dispute through their Client 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 Client and Manufacturing Partner. In some cases, we may ask the Client 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 Client 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 Client to open a dispute.

If both the Client 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, Services, or Site Content for any commercial or other purposes that are not expressly permitted by these Terms of Use;

  • 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;

  • offer, as a Manufacturing Partner, any services or products that you do not yourself have authority (including any required license or permits) to provide or that may not be provided pursuant to the terms and conditions of any agreement with a third party;

  • submit any Order Response with false or misleading information, including price information, or submit any Order Response with a price you do not intend to honour;

  • use the Site, Services, or Site Content to find a Client or 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.

You acknowledge that Prototype Hubs may remove, delete, or edit any post, information, or Content provided by you for any reason whatsoever, including non-compliance with the foregoing. Prototype Hubs reserves the right to suspend, disable, or delete your Account, with or without warning, due to a breach of these Terms of Use.

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

Prototype Hubs may revise, supplement, or delete information, services, and/or the resources contained in this Site and the Services and reserves the right to make such changes without prior notification to past, current or prospective visitors. For the avoidance of doubt, we reserve the right at any time to change: (i) the terms and conditions of these Terms of Use; (ii) this Site or the Services, including terminating, eliminating, supplementing, modifying, adding, or discontinuing any Content or feature or data or service on or available through this Site or the Services or the hours that they are available; (iii) any fees or charges, if any, related to the use of this Site or the Services; and (iv) the equipment, hardware, or software required to use and access this Site or the Services.

Any changes we make to these Terms of Use will be effective immediately upon notice, which we may provide by any means including, without limitation, posting on this Site. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using the Site and Services. Your continued use of this Site or the Services after such notice will be deemed acceptance of such changes. Be sure to return to this Site periodically to ensure you are familiar with the most current version of these Terms of Use.

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 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.

You will not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, broadcast, or otherwise exploit the Site, Services, or Site Content, except as expressly permitted in these Terms of Use. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Prototype Hubs or its licensors, except for the licenses expressly granted in these Terms of Use.

We may, in our sole discretion, permit you to post, upload, publish, submit, or transmit Member Content. By making available any Member Content on or through the Site and Services, you hereby grant to Prototype Hubs a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to sub-license, to use, view, copy, adapt, modify, distribute, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through or by means of or to promote or market the Site and Services. Prototype Hubs does not claim any ownership rights in any such Member Content and nothing in these Terms of Use will be deemed to restrict any rights that you may have to use and exploit any such Member Content.

You acknowledge and agree that you are solely responsible for all Member Content that you make available through the Site and Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the Site and Services or you have all rights, licenses, consents, and releases that are necessary to grant to Prototype Hubs the rights in such Member Content, as contemplated under these Terms of Use; and (ii) neither the Member Content nor your posting, uploading, publication, submission, or transmittal of the Member Content or Prototype Hubs’ use of the Member Content (or any portion thereof) on, through or by means of the Site, and the Services 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.

16. OWNERSHIP OF WORK PRODUCT

Subject to a Client 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 Client 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 Client. 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 Clients 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 Client; 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.

17. DISCLAIMERS

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 Clients 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.

In no event shall Prototype Hubs, its affiliates, or any of their respective directors, officers, employees, shareholders, partners, or agents be liable for any incidental, indirect, punitive, exemplary, consequential, or other similar damages whatsoever or for any damages for loss of profits, interruption, loss of business information, or any other pecuniary loss in connection with any claim, loss, damage, action, suit, or other proceeding arising out of or in connection with these Terms of Use, your use of, reliance upon, access to, or exploitation of this Site, the Services, or Site Content, from any communications, interactions, or meetings with other Users of the Site or Services or other persons with whom you communicate or interact as a result of your use of the Site or Services, or from your listing or purchase of any products or services via the Site and Services, even if we have been advised of the possibility of such damages, and whether the action is based on warranty, contract, tort (including negligence), product liability, infringement of intellectual property rights, or otherwise.

Except for Prototype Hubs’ obligations pursuant to these Terms of Use to pay amounts to applicable Manufacturing Partners for products or services purchased by Clients, in no event will Prototype Hubs’ aggregate liability arising out of or in connection with these Terms of Use and your use of the Site and Services, (including, but not limited to, from your listing or purchase of any products or services via the Site and Services) exceed CAD $100.

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.

19. INDEMNIFICATION

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 breach of these Terms of Use;

  • 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 may, at its sole discretion, at any time and from time to time, without notice, suspend your right to use this Site and the Services and/or terminate these Terms of Use (including any of the licenses granted hereunder). Upon termination of these Terms of Use, you shall immediately cease and desist from all use of this Site and the Services.

Sections 9 – 23 will survive any termination or expiry of these Terms of Use.

21. NOTICE

If you need to contact us regarding this Site, the Services, or these Terms of Use, please e-mail us at [email protected]. You can also contact us via mail addressed to:

Prototype Hubs Ltd.
PO BOX 5305
Lacombe, Alberta, Canada
T4L 1X1

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.

23. MISCELLANEOUS

These Terms of Use are governed by and construed in accordance with the laws of the Province of Alberta, Canada, without regard to its principles of conflicts of law. Subject to the paragraph below, you agree to the exclusive personal jurisdiction of the courts located in Edmonton, Alberta, Canada in respect of all matters relating to these Terms of Use, and waive any jurisdictional, venue, or inconvenient forum objections to such courts.

Except where prohibited by applicable law, any controversy, claim, or dispute arising out of or relating to these Terms of Use, the Site, or the Services or the relationship which results from these Terms of Use, including without limitation, the performance, breach, enforcement, existence, or validity of the matters provided for in these Terms of Use or your receipt and use of the Site or Services, which cannot be amicably resolved, (collectively, a “Claim“), will be referred to and finally settled (to the exclusion of the courts) by private and confidential binding arbitration before a single arbitrator held in Edmonton, Alberta in English and in accordance with the UNCITRAL Arbitration Rules, except as such rules are modified or waived herein. Although the appointing authority shall be a Justice of the Alberta Court of Queen’s Bench, the arbitrator will be a person who is legally trained and who has experience in the information technology field in Canada and is independent of either party. Any such Claim will be arbitrated on an individual basis, and will not be consolidated in any arbitration with any claim, controversy or dispute of any other party. Except where prohibited by applicable law, you agree to: (i) waive any right you may have to commence or participate in any class action against Prototype Hubs relating to any Claim; (ii) opt-out of any class proceedings against Prototype Hubs; and (iii) waive, to the fullest extent permitted by law, any right of appeal. Notwithstanding the foregoing, Prototype Hubs reserves the right to pursue the protection of intellectual property rights and confidential information through injunctive or other equitable relief in the courts of any jurisdiction.

If any provision of these Terms of Use is found to be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms of Use and shall not affect the validity and enforceability of any remaining provisions.

These Terms of Use (which incorporate by reference our Privacy Policy) set out the entire agreement between us relating to the subject matter herein and supersede and any all prior or contemporaneous written or oral agreements between us.

These Terms of Use are not assignable, transferable or sub-licensable by you except with Prototype Hubs’ prior written consent.

The failure of Prototype Hubs to enforce any right or provision of these Terms of Use will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Prototype Hubs. Except as expressly set forth in these Terms of Use, the exercise by either party of any of its remedies under these Terms of Use will be without prejudice to its other remedies under these Terms of Use or otherwise.

Any heading, caption or section title contained in these Terms of Use is inserted only as a matter of convenience and in no way defines or explains any section or provision hereof.

These Manufacturing Partner Terms of Use were last updated on July 29, 2019.