Terms of Service

1. Definitions & Scope

1.1 Definitions

• "Account" means your individual or company account created on the Platform, including your login credentials and profile information.
• "Content" means any data, text, images, supply chain maps, configurations, or materials you upload, create, or submit to the Platform.
• "Data" means all information available through the Platform, including our curated industrial databases, supply chain intelligence, material specifications, company information, and contact records (collectively, the "Database").
• "API" means the Application Programming Interfaces that provide programmatic access to the Platform's services and data.
• "Confidential Information" means non-public information marked as confidential or that you reasonably should understand is confidential (e.g., API keys, account credentials, proprietary maps).
• "Intellectual Property Rights" means all patents, trademarks, copyrights, trade secrets, and other proprietary rights.
• "User" means you, any person who accesses the Platform on your behalf, or any organization you represent.

1.2 Scope of Platform

The Platform provides the following core services:

• Database Access: Browse and search 100+ curated industrial databases covering raw materials, manufacturers, suppliers, recycling facilities, and supply chain intelligence across multiple industries.
• Supply Chain Mapping: Visualize, model, and analyze supply chains using interactive maps and data visualization tools.
• AI & Automation: Leverage artificial intelligence for semantic search, predictive analytics, supply chain forecasting, and automated workflows.
• Vector Database & API Access: Optional, made-to-order programmatic access to vector embeddings, geospatial data, and REST APIs, only when expressly scoped in a signed agreement.
• Collaboration & Reporting: Create reports, share insights, and collaborate with authorized team members according to your workspace configuration.

2. Account & Registration

2.1 Eligibility

To create an account, you must be at least 18 years old (or the applicable age of majority in your jurisdiction) and have the authority to enter into this Agreement on behalf of yourself or the organization you represent. If you are registering on behalf of a company or organization, you represent that you have authority to bind that entity.

2.2 Account Creation

To register, you must provide:

• Your full name
• A valid work email address
• A secure password
• Your company and job title
• Industry classification

You agree that all information you provide is accurate, complete, and current. You are responsible for maintaining the confidentiality of your account credentials and password. You agree to notify us immediately of any unauthorized access to your account.

2.3 Account Responsibility

You are responsible for all activities that occur under your account, whether authorized by you or not. You agree to keep your password confidential and to log out of your account when using shared computers. We are not liable for any unauthorized access to your account resulting from your failure to protect your credentials.

2.4 Account Restrictions

You may not:

• Share your account credentials with others
• Use another person's account without authorization
• Create multiple accounts to circumvent usage limits, permissions, or contracted restrictions
• Use fake or misleading information to register

3. Service Description & Availability

3.1 Service Features

The Platform provides access to industrial supply chain data, AI-powered analytics, and collaboration tools. The scope, features, users, data sets, support commitments, and usage rights available to you are defined by the applicable order form, statement of work, service agreement, or other written agreement between you and Material Transition.

• Core platform access: Database search, supplier intelligence, mapping, and account features configured for your approved workspace.
• Custom data services: Data enrichment, workflow configuration, integrations, analysis, and reporting services when included in a signed scope of work.
• Made-to-order API access: API endpoints, credentials, rate limits, support, and data delivery methods only when separately scoped and charged under a written agreement.

3.2 Data Accuracy Disclaimer

While we curate our databases carefully, we do not warrant the accuracy, completeness, or timeliness of all data. Industrial data changes frequently, and some information may be outdated or incomplete. You should independently verify critical information (supplier certifications, contact details, regulatory compliance) before making business decisions.

3.3 Service Availability & Uptime

• Standard access: We use commercially reasonable efforts to keep the Platform available. Maintenance windows and unscheduled downtime may occur.
• Contracted SLA access: Uptime commitments, support response times, service credits, and escalation paths apply only when expressly stated in your signed service agreement.

3.4 Planned Maintenance

We may conduct scheduled maintenance with advance notice (typically 48 hours). Maintenance windows will be communicated via email or in-app notifications. During maintenance, the Platform may be unavailable.

3.5 Service Modifications

We reserve the right to modify, suspend, or discontinue features. Where a material change affects a contracted service, any notice, transition assistance, credits, or remedies will be governed by the applicable written agreement.

4. Commercial Terms & Billing

4.1 Contracted Commercial Terms

Material Transition is offered primarily as an enterprise platform. Pricing, fees, usage allowances, implementation services, renewal terms, and included features are not fixed by these public Terms and are always subject to a signed order form, statement of work, service agreement, or other written agreement between the parties. If these Terms conflict with a signed agreement, the signed agreement controls for the conflicting commercial term.

4.2 Billing & Payment

Unless a signed agreement states otherwise, fees are invoiced according to the applicable order form or service agreement. You agree to provide accurate billing, tax, and procurement information and to pay undisputed invoices when due. Where a payment processor is used, sensitive payment information is handled by that provider, and we do not store full payment card data.

4.3 Failed Payments

If amounts remain unpaid after the due date, we may suspend or limit access after reasonable notice unless the overdue amount is the subject of a good-faith written dispute. Late fees, interest, collection costs, reinstatement conditions, and suspension procedures are governed by the applicable agreement and invoice terms.

4.4 Taxes & Fees

You are responsible for all applicable sales taxes, VAT, GST, or other taxes unless you provide a valid tax-exempt certification. We will invoice you for taxes as required by law. For European customers, we will collect VAT; provide your company's VAT ID to qualify for reverse charge.

4.5 Credits & Refunds

Credits, refunds, service credits, and other fee remedies are available only as expressly stated in the applicable signed agreement or required by law. Unless a signed agreement states otherwise, fees for contracted access, implementation work, custom data services, and made-to-order API work are non-cancelable and non-refundable once the work has started or access has been provisioned.

4.6 Cancellation

Cancellation, non-renewal, termination convenience rights, and any required notice period are governed by the applicable written agreement. If no separate agreement applies, you may request account closure in writing, but closure does not waive accrued fees or payment obligations for services already provided.

4.7 Auto-Renewal

Renewal terms apply only if stated in a signed agreement. Where automatic renewal applies, renewal notice, cancellation mechanics, and renewal pricing will follow the applicable agreement and mandatory law.

5. API Terms & Usage

5.1 API Access & Authentication

API access is made to order, not included by default, and subject to a separate written scope and separate fees. If API access is approved, you will be issued credentials (API key, client ID, etc.) that are unique to your account. You agree to:

• Keep API credentials confidential and secure
• Not share credentials with unauthorized third parties
• Use credentials only for accessing your own account and authorized integrations
• Regenerate credentials immediately if compromised

5.2 Rate Limiting & Usage Quotas

API quotas, endpoints, data fields, latency expectations, support levels, and usage-based charges are defined in the applicable API order form or statement of work. Requests that exceed contracted limits may be throttled, rejected with a 429 (Too Many Requests) status code, suspended, or charged as specified in the applicable agreement. We reserve the right to rate-limit abusive, unsafe, or unauthorized requests without notice.

5.3 API Usage Restrictions

You may not use the API to:

• Circumvent the web application, contracted usage limits, or agreed commercial terms
• Scrape or bulk-download the entire database
• Resell data without permission
• Build competing services using our data
• Make requests that impose unreasonable load on our infrastructure
• Access other users' data or accounts

5.4 Webhooks & Real-Time Data

If you configure webhooks for real-time data updates, you agree that webhook delivery may experience delays. We do not guarantee delivery of every webhook event. Critical workflows should implement polling as a fallback.

5.5 API Deprecation

We may deprecate API endpoints with reasonable written notice unless a signed API agreement specifies a different notice period. Customers will be notified of deprecation timelines and migration paths where practical. Continued use of deprecated endpoints beyond the sunset date may result in service termination.

5.6 API Support & SLAs

API support, uptime commitments, incident response, deprecation timelines beyond these Terms, and engineering assistance are available only as stated in the applicable API scope, order form, or service agreement.

6. Acceptable Use Policy

6.1 Prohibited Activities

You agree not to use the Platform to:

• Illegal Activities: Violate any local, state, national, or international law; engage in fraud, money laundering, or sanctions evasion.
• Harassment & Abuse: Harass, threaten, intimidate, or impersonate any person; send unsolicited commercial communications.
• Malware & Attacks: Introduce malware, viruses, or harmful code; conduct SQL injection, XSS, DDoS, or other cyberattacks.
• Data Breach: Attempt to access or modify other users' data, accounts, or systems without authorization.
• Intellectual Property Infringement: Violate patent, trademark, copyright, or trade secret rights.
• Platform Abuse: Reverse-engineer the Platform, bypass security controls, or attempt to access restricted areas.
• Misinformation: Post false, misleading, or defamatory content intended to harm individuals or organizations.
• Spam & Phishing: Send phishing emails, spam, or use the Platform to distribute malicious links.

6.2 Content Responsibility

You are solely responsible for Content you upload or create. You warrant that your Content does not violate third-party rights and is not illegal, defamatory, or harmful. You grant Material Transition a non-exclusive license to store, process, and display your Content for operational purposes.

6.3 Monitoring & Enforcement

We monitor Platform usage for violations. We may suspend or terminate accounts without notice if we detect abuse, illegal activity, or security threats. Law enforcement and regulatory requests may be honored without user notification.

7. Data License & Restrictions

7.1 License Grant

Subject to your paid agreement and compliance with these Terms, we grant you a limited, non-exclusive, non-transferable license to access and use the Data for your legitimate internal business purposes. This license is personal to the contracted account or organization and may not be shared with other users, affiliates, customers, or organizations unless expressly permitted in writing.

7.2 Data Usage Restrictions

You may not:

• Resell, redistribute, or sublicense the Data
• Use the Data to build competing supply chain databases or services
• Publicly disclose the Data without our permission
• Combine Data from our Platform with competitor databases for redistribution
• Use Data for mass marketing, spam, or harassment campaigns
• Export the entire database for offline storage or backup (unless explicitly permitted)

7.3 Permitted Uses

You may use the Data for legitimate internal business purposes, including supplier research, supply chain optimization, sustainability tracking, product development, and internal business intelligence. You may share Data only with authorized employees, contractors, and advisors who are bound by confidentiality obligations and need access to perform their duties for the contracted account.

7.4 Data Exports & Downloads

Data exports, download volumes, file formats, delivery cadence, API delivery, and downstream use rights are governed by your written agreement. Unless expressly permitted in writing, you may not bulk export, mirror, cache, or reconstruct the Database.

7.5 Data Accuracy & Liability

Although we curate our databases, we do not warrant the accuracy, completeness, or suitability of the Data for any specific purpose. You should independently verify critical information (certifications, contact details, regulatory status) before making business decisions. We are not liable for errors, omissions, or outdated information in the Data.

7.6 Third-Party Data & Attribution

Our Database includes data from public sources, industry databases, and third-party providers. Where data is sourced from specific organizations, we make reasonable efforts to attribute sources. Some data is subject to additional license restrictions; you are responsible for complying with those terms.

8. Intellectual Property Rights

8.1 Company IP

All intellectual property in the Platform, including software, code, design, documentation, database structure, algorithms, and supply chain maps created by us, are owned by Material Transition. This includes:

• Our curated Database and its compilation
• Vector embeddings and semantic search algorithms
• UI/UX design and front-end code
• Proprietary supply chain forecasting models
• Any improvements or modifications we make

You are granted only the limited license described in Section 7 and may not reverse-engineer, decompile, or attempt to extract our algorithms, models, or proprietary logic.

8.2 User-Generated Content

You retain ownership of Content you create (supply chain maps, notes, configurations). By uploading Content, you grant Material Transition a worldwide, royalty-free license to store, process, and display your Content. We will not use your Content for purposes other than providing the Platform services without explicit consent.

8.3 Feedback & Suggestions

Any feedback, suggestions, or feature requests you provide may be used by us without compensation or attribution. You grant us a perpetual, royalty-free license to implement such feedback.

8.4 Third-Party IP

The Platform includes third-party libraries (SvelteKit, PostgreSQL, Leaflet, etc.) subject to their respective open-source licenses. Our use complies with applicable licenses; see our attribution documentation for details.

8.5 Trademark Usage

You may not use the "Material Transition" name, logo, or branding without prior written permission. This includes creating derivative works or implying endorsement by Material Transition.

9. Limitation of Liability

9.1 Exclusion of Consequential Damages

IN NO EVENT SHALL MATERIAL TRANSITION BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING LOSS OF PROFITS, REVENUE, DATA, OR BUSINESS OPPORTUNITIES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9.2 Cap on Liability

YOUR EXCLUSIVE REMEDY FOR ANY DISPUTE SHALL BE LIMITED TO THE FEES PAID TO MATERIAL TRANSITION UNDER THE APPLICABLE AGREEMENT FOR THE AFFECTED SERVICE IN THE 12 MONTHS PRECEDING THE CLAIM, OR $100, WHICHEVER IS GREATER.

This cap applies to all claims (contract, tort, negligence, strict liability, etc.) unless prohibited by law.

9.3 Exceptions to Limitation

The limitations above do not apply to:

• Your indemnification obligations
• Violations of confidentiality obligations
• Either party's gross negligence or willful misconduct
• Intellectual property infringement
• Rights that cannot be waived under applicable law

9.4 Mitigation

You agree to mitigate any damages, including by promptly reporting security issues, removing infringing content, and attempting resolution before pursuing legal action.

10. Disclaimers & Warranties

10.1 Platform AS-IS Disclaimer

THE PLATFORM AND ALL DATA ARE PROVIDED "AS-IS" AND "AS-AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT.

We do not warrant that the Platform will be uninterrupted, secure, or error-free.

10.2 Data Accuracy Disclaimer

WE DO NOT WARRANT THE ACCURACY, COMPLETENESS, CURRENCY, OR SUITABILITY OF THE DATA FOR ANY SPECIFIC PURPOSE. Industrial data changes rapidly, and our Data may be outdated or incomplete. You are solely responsible for independently verifying critical information before making business decisions.

10.3 Third-Party Content Disclaimer

We are not responsible for third-party content, links, or external websites referenced in or linked from the Platform. Your interaction with third parties is at your own risk.

10.4 Security Disclaimer

While we implement security measures, no system is 100% secure. You acknowledge the risks of internet-based data storage and transmission. We are not liable for unauthorized access resulting from your failure to protect your credentials or use of unsecured networks.

10.5 Limited Warranty for Enterprise Customers

Customers with documented SLAs receive only the limited warranties regarding uptime and support response times expressly specified in their signed service agreement. All other warranties are excluded.

11. Indemnification

11.1 Your Indemnification Obligation

YOU AGREE TO DEFEND, INDEMNIFY, AND HOLD HARMLESS MATERIAL TRANSITION AND OUR OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS FROM ANY CLAIMS, DAMAGES, COSTS, OR LOSSES ARISING FROM:

• Your use of the Platform in violation of these Terms
• Your violation of any law or third-party rights
• Content you upload or create that infringes IP rights or is unlawful
• Your negligence or willful misconduct
• Disputes with third parties regarding your use of Data

11.2 Defense & Settlement

We will notify you of any indemnifiable claim and cooperate in your defense. We reserve the right to control the defense if the claim involves our intellectual property. You may not settle any claim without our prior written consent.

11.3 Material Transition's Indemnification

We will indemnify you for third-party claims that the Platform or Data (excluding your use) infringes U.S. patent, trademark, or copyright rights, subject to the limits in Section 9.

12. Termination & Suspension

12.1 Termination by You

You may request account termination in writing. Termination rights, effective dates, wind-down obligations, and any fee consequences are governed by the applicable written agreement. Termination does not relieve you of amounts accrued before the effective termination date.

12.2 Termination by Us

We may terminate or suspend your account immediately, without notice, if you:

• Violate these Terms or our Acceptable Use Policy
• Engage in illegal activity or fraud
• Pose a security threat to the Platform
• Harass other users or employees
• Fail to pay undisputed invoices after the due date or any applicable contractual cure period
• Are subject to sanctions or export controls

12.3 Suspension vs. Termination

Suspension means temporary restriction of access. Termination means permanent deletion of your account and data. We may suspend before termination to allow for remediation. For serious violations or repeated breaches, we may proceed directly to termination.

12.4 Effect of Termination

Upon termination:

• Your access to the Platform immediately ceases
• Your Content is archived for 90 days then deleted
• No credits or refunds are issued except as required by law or expressly stated in a signed agreement
• Your indemnification obligations survive termination
• Enterprise contracts may specify longer data retention

12.5 Data Export Before Termination

Upon request, we may provide a data export in a standard format on a commercially reasonable timeline, subject to your data usage rights, confidentiality obligations, payment status, and any limits in the applicable agreement. We will delete or retain your data after termination according to our Privacy Policy, legal obligations, backup practices, and any signed agreement.

13. Governing Law & Dispute Resolution

13.1 Governing Law

These Terms are governed by the laws of the State of Delaware, United States, without regard to conflicts of law principles. All disputes arising from these Terms shall be interpreted under Delaware law.

13.2 Jurisdiction & Venue

You and Material Transition consent to exclusive jurisdiction and venue in the federal and state courts located in Delaware. You waive any objection to jurisdiction or venue and agree not to plead or claim lack of jurisdiction or venue.

13.3 Mandatory Arbitration

EXCEPT FOR INTELLECTUAL PROPERTY DISPUTES AND INJUNCTIVE RELIEF, ALL DISPUTES SHALL BE RESOLVED BY BINDING ARBITRATION in accordance with the American Arbitration Association (AAA) Commercial Arbitration Rules.

• Arbitration will be conducted remotely (unless parties agree otherwise)
• Each party bears its own legal costs; arbitration fees are split equally
• The arbitrator may award any relief that would be available in court
• Judgment on the arbitration award may be entered in any court of competent jurisdiction

13.4 Informal Resolution

Before pursuing formal disputes, we encourage you to contact us at support@altlaboratories.com to attempt informal resolution. Good-faith negotiation for 30 days may be required before arbitration.

13.5 Class Action Waiver

YOU AGREE NOT TO BRING CLAIMS ON A CLASS ACTION OR COLLECTIVE BASIS. DISPUTES SHALL BE RESOLVED ON AN INDIVIDUAL BASIS ONLY.

13.6 Exceptions

Notwithstanding the above, either party may seek injunctive relief in court to prevent unauthorized access, IP infringement, or breach of confidentiality. You may also pursue claims in small claims court if the claim is within that court's jurisdiction.

13.7 Attorneys' Fees

The prevailing party in any dispute may recover reasonable attorneys' fees and costs. This provision does not apply to arbitration unless the arbitrator awards such fees.

13.8 Equitable Relief

You acknowledge that violation of our IP or confidentiality rights may cause irreparable harm for which monetary damages are inadequate. We may seek injunctive relief without posting bond.

14. Contact Information

Legal & Support Inquiries

For questions about these Terms, disputes, or legal notices, please contact:

Effective Date

These Terms of Service are effective as of December 20, 2025.

Severability

If any provision of these Terms is found invalid or unenforceable, that provision shall be modified to the minimum extent necessary to make it enforceable, or if not possible, severed. The remaining Terms shall remain in effect.

Waiver

No waiver of any provision is effective unless in writing and signed by an authorized representative of both parties. A waiver of one breach does not constitute waiver of other breaches.

Entire Agreement

These Terms, along with our Privacy Policy, applicable order forms, statements of work, and service agreements, constitute the entire agreement between you and Material Transition and supersede all prior understandings.