Terms of Service

Customers may submit requests for quotes ("RFQs") through the Service, which may include CAD models, drawings, specifications, and other project information. Suppliers may respond to RFQs with quotes setting out prices, lead times, payment terms, cancellation terms, and other commercial or technical conditions (each, a "Quote"). Customers are solely responsible for ensuring that RFQs, specifications, and other project information are accurate, complete, and suitable for their intended use.

When a Customer accepts a Quote, or otherwise agrees to proceed with a project, a binding agreement is formed directly between the applicable Customer and Supplier (a "Project Agreement") on the terms of the Quote and any additional terms agreed between them. OpenSpindle is not a party to any Project Agreement and does not guarantee performance by any Customer or Supplier. All cancellation, change, and payment terms relating to a project are governed by the applicable Project Agreement; Customers are responsible for reviewing and complying with those terms before accepting a Quote.

The Service may enable Customers to pay amounts due under Project Agreements to Suppliers through payment processing services made available by or on behalf of OpenSpindle. By submitting a payment method through the Service, you authorize OpenSpindle and its payment processors to charge your payment method for all amounts you authorize in connection with the Service. OpenSpindle will remit amounts received for a project to the applicable Supplier, net of any fees or other amounts owed to OpenSpindle, in accordance with the Supplier Terms.

All payments for projects sourced through the Service must be processed through the Service. Any attempt by a Customer or Supplier to circumvent the Service by making or receiving payments for such projects off‑platform is a material breach of these Terms and may result in suspension or termination of the applicable accounts, in addition to any other remedies available to OpenSpindle.

OpenSpindle may charge Suppliers fees for access to or use of certain features of the Service or for projects sourced through the Service, as disclosed in the Supplier Terms or within the Service from time to time. OpenSpindle does not currently charge Customers platform fees for use of the Service, but reserves the right to introduce Customer fees in the future and will provide notice of any such changes as required by applicable law. OpenSpindle may modify its fees at any time, and any such changes will apply prospectively from the effective date specified in the notice.

Refunds, partial refunds, credits, rework, returns, or other remedies relating to a project, including in the event of late delivery, non‑conformance, or other dissatisfaction, are matters solely between the Customer and Supplier under the applicable Project Agreement. OpenSpindle may, but has no obligation to, assist in facilitating communications or attempting to resolve disputes between Customers and Suppliers, and is not obligated to provide any refunds or credits itself.

By submitting a payment method and authorizing payments through the Service, Customers agree that any disputes regarding the underlying goods or services will be resolved directly with the applicable Supplier and not via payment card chargeback or reversal. To the maximum extent permitted by applicable law and card network rules, you agree not to initiate a chargeback or similar payment reversal against OpenSpindle for any amounts properly charged through the Service in connection with a Project Agreement, and you acknowledge that doing so may constitute a breach of these Terms. Nothing in this section is intended to limit any non‑waivable rights you may have under applicable law.

Customers and Suppliers are responsible for determining and fulfilling any tax obligations associated with Project Agreements, including without limitation sales, use, value‑added, or similar taxes. OpenSpindle may, where required by law, calculate, collect, and remit certain taxes on transactions facilitated through the Service, but has no obligation to do so except as required by applicable law.

You agree not to do, attempt to do, or encourage or assist any third party to do any of the following in connection with the Service:

• Use the Service for any unlawful purpose or in violation of any applicable law or regulation.
• Post, upload, submit, transmit, or otherwise make available any content that is fraudulent, misleading, defamatory, obscene, or otherwise objectionable, or that infringes, misappropriates, or violates any intellectual property or other rights of any third party.
• Interfere with or disrupt the operation of the Service or any servers, networks, or systems connected to the Service, including by introducing viruses, malware, or other harmful code.
• Access or use the Service by any automated means (such as bots, spiders, or scrapers) other than as expressly permitted through documented APIs.
• Attempt to gain unauthorized access to any accounts, systems, or data, or circumvent, disable, or interfere with any security or access control features of the Service.
• Copy, modify, create derivative works of, reverse engineer, decompile, or disassemble any portion of the Service except to the limited extent permitted by applicable law.

To protect the integrity of the marketplace and enable OpenSpindle to assist with dispute resolution and platform safety, all material pre‑sale and project‑related communications between Customers and Suppliers regarding projects sourced through the Service must occur through the messaging or communication tools provided within the Service. This includes, without limitation, discussions of RFQs, Quotes, project specifications, schedule, pricing, changes, and issue resolution.

Customers and Suppliers may, where reasonably necessary to complete a project (for example, to coordinate logistics or on‑site services), exchange certain contact or shipping information, but must keep project‑related commercial and technical discussions on the platform whenever practicable. OpenSpindle may monitor on‑platform communications, in accordance with its Privacy Policy, to enforce these Terms and to maintain trust and safety.

You may not, directly or indirectly, circumvent or attempt to circumvent the Service in connection with any project, including by:

• Soliciting or accepting, or offering or providing, payment for a project sourced through the Service outside of the payment methods made available through the Service.
• Steering or attempting to steer a Customer or Supplier that you first met or connected with through the Service to transact the same or a substantially similar project off‑platform to avoid any fees or the use of the Service.
• Sharing payment instructions, links, or account information (for example, bank details, payment app handles, or similar) for the purpose of receiving or making payments off‑platform for projects sourced through the Service.

Any such conduct is a material breach of these Terms and may result in immediate suspension or termination of your account, cancellation of access to the Service, and any other remedies available to OpenSpindle.

You may not use the Service to request or offer services or parts that are illegal, that you are not authorized to manufacture or procure, or that are subject to restrictions that you or the applicable Supplier cannot or do not comply with. Without limiting the foregoing, you may not use the Service for:

• Parts or assemblies where such manufacture or transfer would violate applicable export control, sanctions, or defense regulations, or other laws applicable to international trade and business.
• Content or designs that infringe third‑party intellectual property rights or that you do not have the right to use, reproduce, or have manufactured.
• Any other prohibited or restricted activities identified from time to time in our Acceptable Use or Supplier policies.

The Service may allow you to upload, submit, store, send, or receive content, including without limitation CAD models, drawings, specifications, RFQs, messages, photos, videos, reviews, ratings, and Supplier profile or portfolio content (collectively, "User Content"). You retain any ownership rights you have in your User Content.

By submitting User Content through the Service, you represent and warrant that you have all rights, licenses, and permissions necessary to submit the User Content and to grant the licenses described in these Terms, and that your User Content will not infringe, misappropriate, or violate any intellectual property, privacy, publicity, or other rights of any third party.

By submitting User Content, you grant to OpenSpindle a worldwide, non‑exclusive, royalty‑free, sublicensable, transferable license to use, host, store, reproduce, modify, adapt, transmit, display, and distribute such User Content as reasonably necessary to operate, provide, maintain, improve, and protect the Service, to facilitate connections and communications between Customers and Suppliers, to comply with legal obligations, and to enforce these Terms.

To the extent your User Content includes RFQs, Quotes, CAD files, drawings, or other project information, this license includes the right for OpenSpindle to share such User Content with Suppliers and service providers as needed to obtain quotes, facilitate projects, and operate the marketplace.

If you submit reviews, ratings, or other content intended to be publicly visible on or through the Service, you also grant to OpenSpindle a worldwide, non‑exclusive, royalty‑free, sublicensable, transferable license to use, reproduce, modify, publish, translate, create derivative works from, distribute, and display such content in connection with the Service and OpenSpindle's marketing and promotional activities, in any media formats and through any media channels.

Except for User Content that you yourself submit, you may not copy, reproduce, modify, distribute, display, or create derivative works based on any content made available through the Service, except as expressly permitted by these Terms or by the applicable rights holder.

The Service and all content, features, and functionality provided by OpenSpindle (excluding User Content), including software, text, graphics, logos, and trademarks, are owned by OpenSpindle or its licensors and are protected by intellectual property and other laws. Except as expressly permitted, you may not use OpenSpindle's name, trademarks, logos, or branding without our prior written permission.

OpenSpindle respects the intellectual property rights of others and expects users of the Service to do the same. It is OpenSpindle's policy to terminate, in appropriate circumstances and at its discretion, the accounts of users who are repeat infringers.

If you are a copyright owner or an agent thereof and believe that any content on the Service infringes your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act ("DMCA") by providing OpenSpindle's designated agent with a written notice that includes the following information:

• A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
• Identification of the copyrighted work claimed to have been infringed, or, if multiple works are covered, a representative list of such works.
• Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or to which access is to be disabled, and information reasonably sufficient to permit OpenSpindle to locate the material.
• Information reasonably sufficient to permit OpenSpindle to contact you, such as an address, telephone number, and, if available, an email address.
• A statement that you have a good‑faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.
• A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

OpenSpindle's designated DMCA agent can be contacted at:

If you believe that your content that was removed (or to which access was disabled) is not infringing, or that you have authorization from the copyright owner, the owner's agent, or pursuant to law, to post and use such content, you may send a counter‑notification to the DMCA agent containing the information required by the DMCA. Upon receipt of a valid counter‑notification, OpenSpindle may restore the removed content in accordance with the DMCA unless the copyright owner files an action seeking a court order against you.

OpenSpindle may terminate, in appropriate circumstances and at its discretion, accounts of users who are determined to be repeat infringers or who repeatedly submit infringing content.

These Terms and any dispute, claim, or controversy arising out of or relating to these Terms or the Service (collectively, "Disputes") will be governed by and construed in accordance with the laws of the State of Texas, without regard to its conflict of law principles, and the federal laws of the United States, as applicable. Subject to the arbitration provisions below, the state and federal courts located in Travis County, Texas will have exclusive jurisdiction over any Disputes that are not subject to arbitration, and you and OpenSpindle consent to the personal jurisdiction of such courts.

Before commencing any formal legal proceeding, you agree to first contact OpenSpindle at the contact information provided below and attempt in good faith to resolve the Dispute informally. If the Dispute is not resolved within thirty (30) days after OpenSpindle's receipt of your initial notice, either you or OpenSpindle may commence formal proceedings in accordance with this Section.

Except for (a) individual claims that may be brought in small claims court if they qualify under applicable rules, and (b) claims for injunctive or equitable relief relating to intellectual property rights, you and OpenSpindle agree that any Disputes will be resolved exclusively by binding, individual arbitration rather than in court. You and OpenSpindle waive your right to a trial by jury and to participate in a class, collective, or representative action.

The arbitration will be administered by the American Arbitration Association ("AAA") under its applicable rules for commercial disputes, as modified by this Section. The arbitration will be conducted in Austin, Texas, unless you and OpenSpindle agree otherwise. The language of the arbitration will be English. The arbitrator will have exclusive authority to resolve all Disputes, including any questions relating to the interpretation, applicability, enforceability, or formation of these arbitration provisions.

Payment of all filing, administration, and arbitrator fees will be governed by the applicable AAA rules. The arbitrator's award will be final and binding on you and OpenSpindle and may be entered as a judgment in any court of competent jurisdiction.

You and OpenSpindle agree that any Disputes must be brought only in your or OpenSpindle's individual capacity, and not as a plaintiff or class member in any purported class, collective, consolidated, private attorney general, or representative proceeding. The arbitrator may not consolidate more than one person's claims and may not otherwise preside over any form of a class, collective, consolidated, or representative proceeding.

If a court or arbitrator determines that the class‑action waiver in this Section is unenforceable as to any particular claim, then that claim (and only that claim) must be brought in a court of competent jurisdiction, not in arbitration.

You may opt out of this agreement to arbitrate by sending a written notice of your decision to opt out to the contact address specified in Section 14.7 within thirty (30) days after you first become subject to these arbitration terms (for example, the date you first accept these Terms). Your opt‑out notice must include your name, mailing address, and the email address associated with your account, and must clearly state that you are opting out of the arbitration agreement. If you opt out of arbitration, all other parts of these Terms will continue to apply.

You may stop using the Service at any time. If you wish to deactivate or delete your account, you may do so through your account settings (if available) or by contacting OpenSpindle at the contact information provided on the Service. Termination of your account will not affect any obligations or liabilities that have already accrued, including without limitation any payment obligations under Project Agreements.

OpenSpindle may, in its sole discretion and without liability to you, suspend or terminate your access to the Service (in whole or in part), deactivate or delete your account, or remove any User Content, at any time and without prior notice, if it believes that:

• You have violated these Terms, the Supplier Terms, or any other applicable policies.
• You have engaged in fraud, abuse, or circumvention of the Service, including off‑platform payments or communications intended to avoid use of the Service.
• You are a repeat infringer under OpenSpindle's copyright policy, or your User Content is subject to multiple DMCA notices.
• Your use of the Service creates risk or potential legal exposure for OpenSpindle, other users, or third parties.

OpenSpindle may also suspend or modify the Service for maintenance, security, or operational reasons.

Upon any termination of your account or these Terms: (a) your right to access and use the Service will immediately cease; (b) we may delete or disable access to your account and any associated User Content, subject to any retention obligations under applicable law and our Privacy Policy; and (c) Sections of these Terms that by their nature should survive termination (including, without limitation, ownership provisions, warranty disclaimers, limitations of liability, indemnification, and dispute resolution provisions) will survive.

Termination of your account by OpenSpindle will not affect any Project Agreements you have entered into with other users; any rights and obligations under those Project Agreements will continue to be governed by the terms agreed between you and the other party.

OpenSpindle reserves the right to modify, suspend, or discontinue all or any part of the Service at any time, with or without notice, including by adding or removing features or functionality. OpenSpindle will not be liable to you or any third party for any modification, suspension, or discontinuation of the Service, provided that any such changes will not relieve either party of obligations already incurred in connection with past use of the Service.

OpenSpindle may revise these Terms from time to time. If we make material changes, we will provide notice by updating the date at the top of these Terms and, where appropriate, by providing additional notice (such as by email or through the Service). Unless otherwise stated, the revised Terms will be effective immediately upon posting. Your continued access to or use of the Service after the revised Terms become effective will constitute your acceptance of the revised Terms.

OpenSpindle may introduce new fees or change existing fees for use of the Service, including fees charged to Suppliers and, in the future, potentially to Customers, as described in Section 4.4. Any changes to fees will apply prospectively from the effective date specified in the notice of such changes.

If you do not agree to the revised Terms or any changes to fees, you should stop using the Service and may terminate your account as described above.

These Terms (together with any other terms and policies referenced in these Terms, such as the Privacy Policy, Supplier Terms, and any applicable RFQ or feature‑specific terms) constitute the entire agreement between you and OpenSpindle regarding the Service and supersede all prior or contemporaneous agreements or understandings, whether written or oral, relating to the subject matter hereof.

You may not assign or transfer these Terms, by operation of law or otherwise, without OpenSpindle's prior written consent. OpenSpindle may freely assign or transfer these Terms, in whole or in part, without restriction, including to any affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of assets.

If any provision of these Terms is held to be invalid, illegal, or unenforceable, that provision will be enforced to the maximum extent permissible, and the remaining provisions of these Terms will remain in full force and effect.

No waiver of any term or condition of these Terms will be deemed a further or continuing waiver of such term or any other term, and any failure by OpenSpindle to assert a right or provision under these Terms will not constitute a waiver of such right or provision.

Nothing in these Terms will be construed to create any partnership, joint venture, employer‑employee, or agency relationship between you and OpenSpindle. OpenSpindle is not a party to any Project Agreements between Customers and Suppliers.

OpenSpindle may provide notices to you by email, by posting within the Service, or by any other reasonable means. Notices to OpenSpindle must be sent to the contact information provided in Section 14.7, with a copy marked "Legal Notice."

If you have any questions about these Terms or the Service, or if you wish to provide notice under these Terms, you may contact OpenSpindle at: