Terms of Service

1. Acceptance of Terms

By accessing, browsing, or using SourceBay's website, platform, or services (collectively, the "Services"), you acknowledge that you have read, understood, and agree to be bound by these Terms of Service, our Privacy Policy, and any additional terms and policies referenced herein or made available to you.

If you are using the Services on behalf of a company, organization, or other legal entity, you represent and warrant that you have the authority to bind such entity to these Terms, and "you" and "your" refer to such entity.

If you do not agree to these Terms, you must immediately cease all use of the Services and may not create an account or submit any information through the platform.

2. Definitions

For purposes of these Terms:

• "SourceBay," "we," "us," or "our" refers to SourceBay, Inc. and its affiliates
• "Services" means the SourceBay platform, website, software, tools, features, and related services
• "User," "you," or "your" refers to any individual or entity using the Services
• "Buyer" refers to users seeking manufacturing services or products through RFQ submissions
• "Supplier" refers to manufacturers, fabricators, or service providers offering quotes through the platform
• "RFQ" means Request for Quotation submitted by Buyers
• "Quote" means pricing and terms provided by Suppliers in response to RFQs
• "User Content" means any content, data, information, or materials submitted by users
• "Transaction" means any agreement, contract, or commercial arrangement between Buyers and Suppliers

3. Description of Services

SourceBay provides a B2B online marketplace platform that connects Buyers seeking manufacturing services with Suppliers capable of fulfilling those requirements. Our Services include:

• RFQ submission and management tools
• AI-powered supplier matching and recommendation algorithms
• Quote collection, comparison, and analysis features
• Communication and collaboration tools between Buyers and Suppliers
• Document sharing and technical specification management
• Supplier profile and capability databases
• Analytics, reporting, and procurement insights

Important Clarification: SourceBay acts solely as an intermediary platform facilitating connections between Buyers and Suppliers. We do not:

• Manufacture products or provide manufacturing services
• Act as a party to any Transaction between Buyers and Suppliers
• Guarantee the quality, accuracy, or timeliness of Supplier performance
• Assume responsibility for the fulfillment of contracts or agreements
• Process payments or handle funds on behalf of Buyers or Suppliers (unless explicitly stated otherwise)

4. Eligibility and Account Registration

4.1 Eligibility Requirements

To use the Services, you must:

• Be at least 18 years of age (or the age of majority in your jurisdiction)
• Have the legal capacity to enter into binding contracts
• Represent a legitimate business entity engaged in manufacturing, procurement, or related commercial activities
• Not be prohibited from using the Services under applicable laws or regulations
• Not have been previously suspended or banned from the platform

4.2 Account Registration

To access certain features, you must create an account by providing:

• Accurate, complete, and current contact information
• Valid business details (company name, address, tax identification)
• Authorized representative information
• Any additional information required for verification purposes

You agree to:

• Provide truthful and accurate information
• Update your information promptly when changes occur
• Not impersonate any person or entity
• Not create multiple accounts without authorization
• Not use another user's account without permission

5. User Accounts and Security

5.1 Account Security

You are responsible for:

• Maintaining the confidentiality of your account credentials (username, password, API keys)
• All activities that occur under your account, whether authorized or not
• Implementing appropriate security measures (strong passwords, multi-factor authentication)
• Restricting access to your account to authorized personnel only
• Immediately notifying us of any unauthorized access or security breach

5.2 Account Verification

We reserve the right to verify your identity and business credentials at any time. You agree to provide requested documentation promptly, which may include:

• Business registration documents
• Tax identification certificates
• Professional certifications or licenses
• References or proof of manufacturing capabilities (for Suppliers)
• Financial statements or credit checks (for certain account types)

6. User Conduct and Prohibited Activities

You agree to use the Services in compliance with all applicable laws and regulations. You expressly agree NOT to:

6.1 Illegal and Harmful Activities

• Violate any local, state, national, or international law or regulation
• Engage in fraudulent, deceptive, or misleading practices
• Facilitate money laundering, terrorism financing, or other illegal financial activities
• Infringe upon intellectual property rights, trademarks, patents, or trade secrets
• Violate export control laws or trade sanctions
• Engage in bribery, corruption, or unethical business practices

6.2 Platform Abuse and Security Violations

• Attempt to gain unauthorized access to the platform, servers, or networks
• Upload viruses, malware, ransomware, or other malicious code
• Conduct security testing, penetration testing, or vulnerability scanning without written authorization
• Interfere with or disrupt the integrity or performance of the Services
• Bypass, circumvent, or disable security features or access controls
• Use automated systems (bots, scrapers, crawlers) without permission
• Overload or stress-test our infrastructure (DoS/DDoS attacks)

6.3 Data Misuse and Privacy Violations

• Scrape, mine, harvest, or extract data from the platform without authorization
• Collect or store personal information about other users without consent
• Use information obtained from the platform for purposes outside the scope of legitimate business transactions
• Share, sell, or distribute user data to third parties
• Reverse engineer, decompile, or disassemble any part of the Services

6.4 Abusive Behavior and Misconduct

• Harass, threaten, intimidate, or abuse other users or SourceBay personnel
• Post or transmit defamatory, obscene, or offensive content
• Engage in discriminatory practices based on race, religion, gender, nationality, disability, or other protected characteristics
• Submit false or misleading RFQs or quotes
• Manipulate reviews, ratings, or feedback systems
• Engage in bid rigging, price fixing, or anti-competitive behavior

6.5 Commercial Misuse

• Use the platform for purposes unrelated to legitimate manufacturing procurement
• Solicit users to conduct transactions outside the platform to avoid fees
• Advertise or promote competing services without authorization
• Create fake accounts or manipulate the supplier matching system
• Submit RFQs with no genuine intent to procure (e.g., for competitive intelligence only)

7. RFQ Submissions and Quote Process

7.1 RFQ Submissions

When submitting an RFQ, you represent and warrant that:

• All information provided is accurate, complete, and not misleading
• You have the legal right to share technical specifications, drawings, and other materials
• The RFQ is submitted in good faith with genuine procurement intent
• You will respond to Supplier inquiries and quotes in a timely and professional manner
• You will not use the platform solely for market research or competitive intelligence without intent to transact

7.2 Supplier Quotes

Suppliers submitting quotes agree that:

• Quotes are accurate, complete, and based on the RFQ specifications
• Pricing, lead times, and terms are provided in good faith
• They have the capability and capacity to fulfill the quoted requirements
• They will honor quoted terms for a reasonable period (typically 30-90 days unless otherwise specified)
• They will not use Buyer information for purposes other than quote generation

7.3 Platform Facilitation

SourceBay facilitates the RFQ and quote process but does not:

• Guarantee that RFQs will receive quotes from Suppliers
• Verify the accuracy, completeness, or feasibility of RFQs or quotes
• Endorse, recommend, or guarantee any specific Supplier
• Assume responsibility for the quality, accuracy, or timeliness of quotes
• Mediate disputes regarding quote interpretation or pricing

8. Transactions Between Users and Suppliers

8.1 Direct Contractual Relationship

All Transactions between Buyers and Suppliers are direct contractual relationships between those parties. SourceBay is NOT a party to any such Transaction and has NO obligations or liabilities arising from:

• The terms, conditions, or pricing of any Transaction
• The quality, safety, legality, or compliance of manufactured products
• Supplier performance, including delays, defects, or non-delivery
• Payment disputes, chargebacks, or financial disagreements
• Intellectual property disputes or infringement claims
• Breach of contract or warranty claims
• Product liability, personal injury, or property damage

8.2 Due Diligence and Risk Assessment

You are solely responsible for:

• Conducting appropriate due diligence on potential transaction partners
• Verifying Supplier credentials, certifications, and capabilities
• Negotiating contract terms, payment schedules, and delivery conditions
• Ensuring compliance with applicable laws, regulations, and industry standards
• Obtaining necessary insurance coverage for your business activities
• Implementing quality control and inspection procedures

8.3 Dispute Resolution Between Users

SourceBay does not mediate, arbitrate, or resolve disputes between Buyers and Suppliers. You agree to resolve disputes directly with the other party through negotiation, mediation, arbitration, or legal proceedings as appropriate.

While we may provide communication tools and documentation to assist in dispute resolution, we have no obligation to intervene and assume no liability for the outcome of any dispute.

9. Platform Role and Limitations

SourceBay's role is limited to providing platform services that facilitate connections between Buyers and Suppliers. We explicitly disclaim responsibility for:

• Verifying the accuracy, completeness, or reliability of user-submitted information
• Conducting background checks, financial assessments, or capability audits of users
• Monitoring ongoing Transactions or enforcing contractual obligations
• Guaranteeing the availability, uptime, or uninterrupted operation of the Services
• Ensuring compatibility, accuracy, or reliability of third-party integrations
• Protecting against all security threats, data breaches, or unauthorized access
• Preventing user misconduct, fraud, or violations of these Terms

10. Fees, Payment, and Refunds

10.1 Platform Fees

Certain features and services may require payment of fees, including but not limited to:

• Subscription fees for premium account tiers
• Transaction fees or commissions on completed Transactions
• Fees for enhanced visibility, featured listings, or advertising
• Fees for additional services (expedited matching, dedicated support, custom integrations)

Current fee schedules are available on our website and may be updated with 30 days' advance notice.

10.2 Payment Terms

You agree to:

• Pay all applicable fees in accordance with the billing terms
• Provide valid payment information (credit card, ACH, wire transfer details)
• Authorize automatic billing for subscription-based services
• Pay all taxes, duties, and governmental charges associated with your use of the Services

10.3 Refunds and Cancellations

Unless otherwise stated:

• All fees are non-refundable once paid
• Subscription fees are charged in advance and non-refundable for partial billing periods
• You may cancel subscriptions at any time, effective at the end of the current billing period
• No refunds will be provided for unused subscription time or features

10.4 Late Payment and Suspension

Failure to pay fees when due may result in:

• Suspension or termination of your account and access to the Services
• Late fees or interest charges (as permitted by law)
• Referral to collection agencies or legal action
• Reporting to credit bureaus

11. Intellectual Property Rights

11.1 SourceBay Intellectual Property

SourceBay and its licensors own all rights, title, and interest in and to the Services, including:

• Software, code, algorithms, and AI models
• Website design, user interface, and user experience elements
• Trademarks, service marks, logos, and brand elements
• Content, documentation, and training materials
• Patents, trade secrets, and proprietary technology
• Databases, data structures, and aggregated data

You may not:

• Copy, modify, distribute, sell, or lease any part of the Services
• Reverse engineer, decompile, or disassemble the software
• Remove, alter, or obscure copyright notices, trademarks, or proprietary rights statements
• Create derivative works based on the Services
• Use SourceBay trademarks or branding without written permission

14. Warranties and Disclaimers

14.1 "AS IS" and "AS AVAILABLE" Basis

THE SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOURCEBAY DISCLAIMS ALL WARRANTIES, INCLUDING BUT NOT LIMITED TO:

• IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT
• WARRANTIES REGARDING ACCURACY, RELIABILITY, OR COMPLETENESS OF CONTENT OR DATA
• WARRANTIES OF UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE OPERATION
• WARRANTIES THAT DEFECTS WILL BE CORRECTED
• WARRANTIES REGARDING THIRD-PARTY SERVICES OR INTEGRATIONS

15. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SOURCEBAY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO:

• LOSS OF PROFITS, REVENUE, BUSINESS OPPORTUNITIES, OR GOODWILL
• DATA LOSS, CORRUPTION, OR UNAUTHORIZED ACCESS
• BUSINESS INTERRUPTION OR OPERATIONAL DELAYS
• COST OF SUBSTITUTE GOODS OR SERVICES
• PERSONAL INJURY OR PROPERTY DAMAGE
• CLAIMS ARISING FROM TRANSACTIONS BETWEEN USERS AND SUPPLIERS

IN NO EVENT SHALL SOURCEBAY'S TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATED TO THE SERVICES EXCEED THE GREATER OF:

• THE AMOUNT YOU PAID TO SOURCEBAY IN THE 12 MONTHS PRECEDING THE CLAIM, OR
• $100 USD

22. Contact Information

For questions, concerns, or notices regarding these Terms, please contact us:

We will respond to inquiries within 5-10 business days. For urgent legal matters, please mark your communication as "URGENT" in the subject line.