Terms of Service
MANUFACTURERS MARKETPLACE USER AGREEMENT
This User Agreement (the “Agreement”) contains the terms and conditions that govern your access to and use of the services provided on the Manufacturers Marketplace (the “Marketplace”). The parties to this Agreement are you or the business you represent (collectively referred to as “User”) and the Manufacturers Marketplace, a collaborative agreement between the National Association of Manufacturers (“NAM”), i5 Services, and individual state business associations. By registering for or using the services, you (or behalf of yourself or the business you represent) agree to be bound by the terms of this Agreement.
The purpose of the Marketplace is to help U.S. manufacturers increase their revenues and improve their sourcing by doing more business with other U.S. manufacturers. The Parties agree to work together to populate, enhance, and operate the Marketplace as an online platform and directory of U.S. manufacturing companies, facilities and their capacities.
Companies eligible to participate in the Marketplace must meet at least one of the following requirements:
- Manufacture tangible goods in the United States (even if they have offices or headquarters elsewhere)
- Be an asset-based carrier in the transportation industry
- Primarily product and/or distribute energy or energy-producing fuels
- Construct homes, buildings or other infrastructure
Companies that are providers of services to the manufacturing economy, including on-premises or cloud-based software, are not eligible. Companies that have both manufacturing capability offerings as well as service offerings are eligible to participate, but may only display manufacturing capability offerings in the Marketplace.
Companies in the following sectors are eligible. In addition to traditional manufacturing, the list includes sectors that are considered to participate materially in the manufacturing supply chain as significant buyers, such as utilities and transportation.
- Aerospace & Defense
- Alcohol & Spirits
- Automotive Supplier
- Automotive, Recreational Vehicle & Motorcycle (OEM)
- Building Products, Supplies & Materials (Home Builders & Suppliers)
- Cement & Asphalt
- Consumer Products
- Electrical Equipment, Industrial Processes, Appliances & Components
- Engineering & Construction
- Environmental Waste
- Fabricated Metals
- Food & Beverage
- Heavy Industrial Equipment
- Medical Devices
- Metals and Mining
- Nuclear Suppliers
- Oil & Gas
- Plastics & Rubber
- Pulp, Paper & Forestry
- Technology (Hardware)
Companies in the following sectors are not eligible:
- Accounting, Audit, and Tax Preparation Services
- Business Brokers
- Cleaning and Janitorial Services
- Equipment Maintenance Providers
- Financial Services, including venture Capital
- Insurance Firms and Brokers
- IT Service Firms and Consultants
- Law Firms and other Legal Services
- Real Estate Firms, Brokers, and Consultants
- Software Companies and Cloud Providers
- Staffing Firms
- Transportation Brokers and Freight Forwarders
These lists of industry sectors may be amended from time to time by the Marketplace. The decision whether a company qualifies as a manufacturer rests solely with the Marketplace. The Marketplace may deny or revoke any license at any time should the User fail to meet the eligibility criteria. Any license fees already paid by a User that fails to meet eligibility requirements will be forfeited, except in cases where eligibility criteria are changed by the Marketplace Administrator in a way that excludes a previously allowed User.
- Term and Termination
The term of this Agreement is one year from the date User has registered for one or more of the Services, eligibility is confirmed by the Marketplace, and the User fee is paid. User agreements may be renewed as needed.
If the Marketplace is discontinued, User shall be entitled to a refund of the pro-rata share of any fees paid in full by that User reflecting the unrealized, remaining time benefit of any listing in the Marketplace.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
- User Licenses
To use the Marketplace, each User must register and be approved for at least one license per company location. A location includes all manufacturing facilities that belong to the same industrial group, are located on one or more contiguous properties, and are under the control of the same person (or persons under common control).
A Location License entitles all individuals within the same company access to the Marketplace nationwide. Individual employees will need to register their individual login credentials, which are linked to the company’s Location License.
Each Location License entitles Users to input and update a location profile with the data about all the capabilities, equipment, certifications and processes at that location. A Location License also entitles Users to unlimited searches for products listed in the Marketplace. A separate Location License must be obtained for a location profile with data listing capabilities, equipment, certifications and processes that are attributable to any other physical location.
- Billing and License Fees
At the end of each annual license period, you will be notified and may renew your Location License, unless the Marketplace cancels it. A valid payment method, either credit or debit card, is required to process the payment for your license, along with accurate and complete billing information including full name, address, state, zip code, telephone number, and a valid payment method information. By submitting such payment information, you authorize the Marketplace to charge all license fees incurred through your account to any such payment instruments.
Should automatic billing fail to occur for any reason, we will issue an electronic invoice indicating that you must proceed manually, within a certain deadline date, with the full payment corresponding to the billing period as indicated on the invoice.
The Marketplace, in its sole discretion and at any time, may modify the license fee, effective at the end of your then-current annual license period. We will provide you with a reasonable prior notice of any such change.
Except when required by law, paid license fees are non-refundable.
- Password Security
User is solely responsible for maintaining the security of your password. You may not disclose your password to any third party (other than third parties authorized by you to use your account in accordance with this Agreement) and are solely responsible for any use of or action taken under your password. If your password is compromised, you must immediately change your password. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
- Listing Products and Capabilities in the Marketplace
Users will provide, to the extent available, and in the format specified in the Marketplace, any of the following product and capability information for each product or capability that you offer through the Marketplace:
- General business information. User profiles should include NAICS codes (primary and secondary), SIC Codes (primary and multiple secondary), locations, square footage, employee count, gross revenue, and contact information.
- Processes. All types of manufacturing process capabilities can be specified, using a curated hierarchy, with data structures that are manufacturing-specific (for example “Forming > Shearing > Stamping > Leather vs Metal vs Progressive”). For processes that are not already included in the Marketplace, User may submit descriptions to the Marketplace Administrator for consideration for inclusion in the structured hierarchy.
- User should specify basic information about equipment and processes available at the User Location. Such information may include brand, type, model number, tolerance, size, age, throughput, and excess capacity.
- Certifications. Users may enter extensive company-level, process-level, equipment-level, or staff-level certifications from public- and private-sector certification agencies ranging from the Food & Drug Administration (FDA) and the Department of Transportation (DOT) to the International Organization for Standardization (ISO) and Six Sigma consultants, as well as self-certification regarding socioeconomic or other designations applicable to your business. For certification types that are not already included in the Marketplace, Users may submit certification categories and types to the Marketplace Administrator for consideration for inclusion in the structured hierarchy. Users may also upload image files to help substantiate certifications.
The Marketplace allows you to post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material (“Content”). You are solely responsible for maintaining accurate and complete information about the Content that you post on or through the Marketplace, including its legality, reliability, and appropriateness.
By posting Content on or through the Marketplace, you represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, and (ii) that the posting of your Content on or through the Marketplace does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity. We reserve the right to terminate the account of anyone found to be infringing on a copyright.
- Rights in Posted Materials
You retain any and all of your rights to any Content you submit, post or display on or through the Marketplace and you are responsible for protecting those rights. We take no responsibility and assume no liability for Content you or any third party posts on or through the Service. User grants to the Marketplace a royalty-free, nonexclusive, worldwide, perpetual, irrevocable right and license to use, reproduce, perform, display, distribute, adapt, modify, reformat, and create derivative works of any and all of your Content in the Marketplace. The Marketplace has the right but not the obligation to monitor and edit all Content provided by users, provided, however, that the Marketplace will not alter any of your trademarks from the form provided by you (except to resize trademarks to the extent necessary for presentation, so long as the relative proportions of such trademarks remain the same) and will comply with your removal requests as to specific uses of your trademarks.
- Solicitation Prohibited
The Marketplace is intended only to allow Users to locate other manufacturers to assist the Users in manufacturing products in the United States. It is intended to provide User opportunities to display their products and capabilities, and to search for such information provided by other Users. User is solely responsible for following up on any sales inquiries or purchasing opportunities in the Marketplace by contacting other Users directly. However, User may not use information obtained in the Marketplace to contact other Users for the purpose of making unsolicited sales or attempted sales of products or services.
- Other Prohibited Acts
User will insure that all products and capabilities comply with all applicable laws and do not contain any sexually explicit, defamatory or obscene materials. The Marketplace reserves the right from time to time to place restrictions on the nature of products or capabilities that may be displayed on the site.
Reproduction of the Marketplace in whole or in part, or in derivative works, in any media, is prohibited.
- Marketplace Responsibilities
The Marketplace shall provide the following services to help achieve the objectives of this Agreement:
- Hardware and software infrastructure over the internet, accessible to Users 24 hours a day, seven days a week, except for scheduled maintenance and required repairs, or due to causes beyond its control and which are not reasonably foreseeable.
- Basic help-desk support
- Search capabilities (quick, basic and advanced)
- Support for amendments and improvements to the process, equipment, materials and certification listings
- Security measures, to the extent possible and practicable, to maintain the integrity of the Marketplace and to prevent the unauthorized use of information and materials provided to the Marketplace.
- Communications from the Marketplace Administrator
By creating an account in the Marketplace, you agree to subscribe to newsletters, marketing or promotional materials and other information from the Marketplace. However, you may opt out of receiving any of these communications (with the exception of billing, legal, and account notifications) by following the unsubscribe link or instructions provided in any email from the Marketplace.
- Intellectual Property
Ownership of data and IP. All data or information delivered by the User is their property. The Marketplace may use data or information derived from the use of the Marketplace for quality assurance, benchmarking, and other internal purposes. The Marketplace will not release, or cause to be released, any identifiable data about a participating company to any third party without the explicit written approval of the User. The Marketplace may use anonymous, aggregated data from the Marketplace without restriction.
User may provide trademarks and logos (the “marks”) for use in the Marketplace on a non-exclusive, non-transferable royalty-free license basis. All such marks are, and shall remain, the exclusive property of the User. The marks may not be used in any way that (a) will demean their owner or the marks, or other individual trademarks and service marks of Users, or (b) might jeopardize or dilute the User’s proprietary interests in the marks or other individual trademarks and service marks. The marks shall only be used in connection with high quality services and goods, so as not to impair the prestige and reputation for quality now and heretofore associated with the User and its respective individual trademarks and service marks.
The Marketplace’s trade secrets, processes, features and functionality, procedures, code, schemas, standards, notes, memoranda, analyses, tools, utilities, software, data generated or collected by the system, experience, know-how, and the written, electronic, pictorial or other tangible memorialization of the foregoing (“Marketplace Tools”) used in performing the services under this Agreement are the proprietary, confidential property of the Marketplace and its contractors. The trademarks and trade dress of the Marketplace may not be used in connection with any product or service without the prior written consent of the Marketplace.
- Links to Other Web Sites
The Marketplace may contain links to third party web sites or services that are not owned or controlled by us. We have no control over, and assume no responsibility for, the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their web site.
You acknowledge and agree that the Marketplace shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such third party web sites or services.
We strongly advise you to read the terms and conditions and privacy policies of any third party web sites or services that you visit.
Nothing in this Agreement shall be construed to make any party the agent of another or in any way responsible for the actions of another. User agrees to protect, indemnify, defend and hold harmless the Marketplace and its officers, directors, employees, partners and contractors against any and all liability, loss and expense arising from any claim or litigation involving any charge or allegation by any third party relating to User’s activities under this Agreement. Indemnified parties will have the right, at their option, to participate, at their expense and by their counsel, in the defense of any litigation or the consideration of any such claim and the User will cause its counsel to cooperate fully with the indemnified parties and their counsel in the defense of any litigation or the consideration of any such claim.
- LIMITATION OF LIABILITY
THE MARKETPLACE PROVIDES SERVICES UNDER THIS AGREEMENT ON “AS IS” AND “AS AVAILABLE” BASIS, AND HEREBY SPECIFICALLY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION ANY: (I) WARRANTY OF MERCHANTABILITY; (II) WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE; (III) WARRANTY ARISING FROM COURSE OF PERFORMANCE, COURSE OF DEALING OR USAGE OF TRADE; AND/OR (IV) ANY OBLIGATION, LIABILITY, RIGHT, CLAIM, OR REMEDY IN TORT, WHETHER OR NOT ARISING FROM OUR NEGLIGENCE.
WE DO NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE MARKETPLACE AND THE SERVICES WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE, TIMELY, SECURE, UNINTERRUPTED, OR ERROR FREE, AND WE WILL NOT BE LIABLE FOR ANY SERVICE INTERRUPTIONS, INCLUDING BUT NOT LIMITED TO SYSTEM FAILURES OR OTHER INTERRUPTIONS THAT MAY AFFECT THE MARKETPLACE.
THE MARKETPLACE WILL NOT BE LIABLE (WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHER THEORY), OR OTHERWISE) TO USER OR ANY OTHER PERSON FOR THE COST OF COVER, RECOVERY, OR RECOUPMENT OF ANY INVESTMENT MADE BY YOU OR YOUR AFFILIATES IN CONNECTION WITH THIS AGREEMENT.
LIABILITY ARISING UNDER THIS AGREEMENT SHALL BE LIMITED TO DIRECT, OBJECTIVELY MEASURABLE DAMAGES AND NONE OF THE PARTIES SHALL HAVE ANY LIABILITY FOR ANY INDIRECT OR SPECULATIVE DAMAGES, INCLUDING, BUT NOT LIMITED TO CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, SUCH AS LOSS OF USE OR DATA, BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS, GOODWILL OR OTHER INTANGIBLE LOSSES, IRRESPECTIVE OF WHETHER THE PARTY HAS ADVANCE NOTICE OF THE POSSIBILITY OF ANY SUCH DAMAGES.
FURTHER, OUR AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED WILL NOT EXCEED AT ANY TIME THE TOTAL AMOUNTS PAID BY YOU TO THE MARKETPLACE IN CONNECTION WITH THE PARTICULAR SERVICE GIVING RISE TO THE CLAIM.
THE PARTIES ACKNOWLEDGE THAT THESE LIMITATIONS ON POTENTIAL LIABILITIES ARE AN ESSENTIAL ELEMENT OF CONSIDERATION UNDER THIS AGREEMENT.
BECAUSE THE MARKETPLACE IS NOT INVOLVED IN TRANSACTIONS BETWEEN USER AND OTHER USERS, IF A DISPUTE ARISES BETWEEN ONE OR MORE USER, EACH USER RELEASES THE MARKETPLACE (AND ITS AGENTS, EMPLOYEES, PARTNERS AND CONTRATORS) FROM CLAIMS, DEMANDS, AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.
- Dispute resolution
If User takes issue with the Marketplace’s interpretation or performance of obligations under the Agreement, User shall notify the Marketplace Administrator in writing, stating its position on the issue in question and providing the Administrator with all pertinent information regarding its issue. The Parties shall meet to discuss the matter at the first mutually convenient time and acceptable location. If the Parties cannot resolve their differences, they shall agree on a mediator to whom both Parties shall submit the dispute within thirty (30) days after notice of the dispute. Both Parties shall meet with the mediator as soon as possible after the mediator has been named but in no event more than thirty (30) days thereafter.
If a dispute cannot be resolved by mediation as described above, it shall be settled by binding arbitration to be held in Washington, DC or any other location agreeable to the Parties. Arbitration shall be conducted in accordance with the Commercial Arbitration Rules of the American Arbitration Association, effective January 1 in the year in which the arbitration arises. The judgment of the arbitrators shall be in writing and shall enunciate the reasoning for their decision. Judgment upon the award by the arbitrators may be entered in any court of competent jurisdiction.
User agrees that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, User agrees to waive any right to a jury trial. Disputes will be governed by the laws of the District of Columbia.
This document contains the full understanding of the Parties and constitutes a complete and exclusive statement of the terms and conditions of their understandings. All prior negotiations, dealings, understandings and oral and written agreements regarding the same subject matter are superseded by this Agreement.
The Marketplace may amend any of the terms and conditions contained in this Agreement at any time and at our sole discretion. Any changes will be effective upon the posting of such changes on the Marketplace, and you are responsible for monitoring these locations and informing yourself of all applicable changes or notices. All notice of changes to the User Agreement will be posted for at least 30 days. Your continued use of the Marketplace after our posting of any changes will constitute your acceptance of such changes or modifications.
Our failure to enforce any right or provision of this Agreement will not be considered a waiver of those rights. If any provision of this Agreement is held to be invalid or unenforceable by a court, the remaining provisions of this Agreement will remain in effect.
User may not assign this Agreement without the express written approval of the Marketplace Administrator. If assignment is agreed upon, this Agreement shall extend to and be binding upon the heirs, administrators, executors, successors and assignees of the User.
In the event that User (i) becomes insolvent or bankrupt, (ii) makes an assignment for the benefit of creditors, (iii) consents to a trustee or receiver appointment, (iv) a trustee or receiver is appointed for User or for a substantial part of its property without its consent, (v) voluntarily initiates bankruptcy, insolvency, or reorganization proceedings, or is the subject of involuntary bankruptcy, insolvency, or reorganization proceedings, or (vi) announces that it has entered into an agreement to be acquired, then the Marketplace Administrator is authorized to negotiate an agreement for the valuation and transfer of that party’s rights and obligations.
- Force Majeure
The Marketplace will not be liable for any delay or failure to perform any of our obligations under this Agreement by reasons, events or other matters beyond our reasonable control.
- Relationship of Parties
User and the Marketplace are independent contractors, and nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between us. User will have no authority to make or accept any offers or representations on behalf of the Marketplace. This Agreement will not create an exclusive relationship between the Parties. Nothing expressed or mentioned in or implied from this Agreement is intended or will be construed to give to any person other than the parties to this Agreement any legal or equitable right, remedy, or claim under or in respect to this Agreement. This Agreement and all of the representations, warranties, covenants, conditions, and provisions in this Agreement are intended to be and are for the sole and exclusive benefit of User, the Marketplace and customers.
User represents and warrants that: (a) if you are a business, you are duly organized, validly existing and in good standing under the laws of the country in which your business is registered; (b) you are above the age of 18 and have all requisite right, power, and authority to enter into this Agreement, perform your obligations, and grant the rights, licenses, and authorizations in this Agreement; (c) you meet the eligibility requirements of the Marketplace; (d) any information provided or made available by you or your Affiliates to the Marketplace is at all times accurate and complete; and (e) you and all of your subcontractors, agents, and suppliers will comply with all applicable Laws in your performance of your obligations and exercise of your rights under this Agreement.
- Contact Us
If you have any questions about this User Agreement, please contact us at firstname.lastname@example.org.
National Association of Manufacturers (NAM)