Terms of Use

Last updated: August 11, 2026.

These Terms of Use (“Terms of Use”) govern the use of services ("Services") provided or operated by Materia Group Corporation, dba Material Bank, and related group companies as specified below (“Material Bank”, “we”, “us”, or “our”). These Terms of Use apply to anyone who uses the Services (“User,” “you” or “your”), including by visiting any part of the Material Bank website or interacting with any of our technologies. The Services include our websites, applications, portals, tools, and other technologies; communications, including email, SMS and other messages sent by or through Material Bank; related information, data and other content that we make available to you;

and additional services that Material Bank may offer from time to time.

If you are located in North America, these Terms of Use are an agreement between you and Materia Group Corporation. If you are located in the European Economic Area, the United Kingdom, or Switzerland (collectively, the “EU”), these Terms of Use are an agreement between you and DesignFuture SAS. Where the context requires, “Material Bank” refers to the applicable contracting entity based on your location and use of our North America or EU platform. Certain provisions of these Terms of Use, including where expressly noted, may not apply to Users of the EU platform (“EU Users”).

PLEASE READ THESE TERMS OF USE CAREFULLY AS THEY FORM A LEGAL AGREEMENT BETWEEN YOU AND MATERIAL BANK. THESE TERMS OF USE COVER IMPORTANT INFORMATION ABOUT THE SERVICES, INCLUDING, ABOUT FUTURE MODIFICATIONS AND LIMITATIONS OF LIABILITY.

UNLESS YOU ARE AN EU USER, PLEASE REVIEW SECTION 20, TITLED “MANDATORY ARBITRATION AND CLASS ACTION WAIVER” AND THE MUTUAL ARBITRATION AGREEMENT CAREFULLY. UNLESS YOU OPT OUT OF ARBITRATION AS PROVIDED IN THAT SECTION, THESE TERMS WILL REQUIRE YOU TO RESOLVE DISPUTES WITH MATERIAL BANK, NO MATTER WHEN ARISING OR ASSERTED, THROUGH BINDING INDIVIDUAL ARBITRATION (WITH LIMITED EXCEPTIONS). YOU ACKNOWLEDGE AND AGREE THAT YOU AND MATERIAL BANK EACH WAIVE THE RIGHT TO A TRIAL BY JURY, AND THE RIGHT TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS OF USE. IN ADDITION, THE FOLLOWING ALSO APPLY TO YOUR USE OF THE SERVICES (except the Mutual Arbitration Agreement does not apply to EU Users:

•  PRIVACY NOTICE

•  COOKIE POLICY

•  COPYRIGHT POLICY

•  MUTUAL ARBITRATION AGREEMENT

1. Purpose, Availability and Access 

a. Purpose. The Services are intended for professional Users in architecture and design and related professionals such as contractors, resource librarians, material specifiers and others. Among other features and benefits, the Services enable Users to search, sample and specify materials for their architecture, design, building, renovation, construction and related projects (“Projects”) from participating Material Bank brand partners, manufacturers and distributors (“Brands”). These Services aim to provide Users and Brands with an efficient and sustainable approach to material sampling by providing a platform for Users to search for and order material samples and other products or items (“Samples”) from a number of different Brands. Material Bank facilitates fulfillment of User orders for Samples on behalf of Brands by aggregating and consolidating Samples from different Brands into the same shipment.

b. Availability.  Material Bank endeavors to make the Services available 24 hours a day and 7 days a week. Nonetheless, there may be instances when the Services will be interrupted for maintenance, upgrades or emergency repairs and due to other reasons beyond our control, including telecommunications failures, internet service disruptions and slowdowns, and other failures and delays caused by our third-party service providers. You agree that Material Bank will not in any way be liable or responsible to you for any disruption of the Services.

c. Regional Access. The Services are offered on a regional basis, and the features, tools, content, and other aspects of the Services available to you may vary by region and by your location. Access to a particular region may be limited to Users (and the companies or firms they represent) that maintain an office in that region, and you may be required to register separately for each region in which you wish to participate. For example, North America and Europe are currently separate regions requiring separate registration. Material Bank uses your location to direct you to the appropriate regional platform (for example, select parts of the Middle East are served by our EU platform). The Services are not available in, and may not be accessed from, jurisdictions where Material Bank does not distribute Samples, or where prohibited by law.

2. User Requirements

a. Eligibility. The Services are intended for Users 18 years of age and older. If you are located in North America, you will be directed to Material Bank’s North America platform and if you are located in Europe, you will be directed to Material Bank’s Europe platform. From time to time, Material Bank may allow Users from other geographies to access the Services subject to these Terms of Use and any additional terms that are presented, as applicable.

b. Member Access. Users who register and are approved to become members of Material Bank (“Members”) may be approved for different levels of access to the Services. For example, (i) professionals in architecture and design, and related industries (such as construction), or material specifiers within a corporation, may order Samples and contact Brands, (ii) employees or authorized representatives of a Brand (including, for example, independent contractors and resellers) may only order Samples from the Brands they represent, and (iii) students or faculty who are part of an architecture, design or related college, university, post-graduate or other approved educational or trade program may access some of the Services but cannot order Samples.

c. Member Vetting.  Material Bank may grant or deny a User’s registration to become a Member and determine whether any or all Services are available to a particular User in Material Bank’s sole discretion. Approval of a registration to become a Member may occur immediately or take several days depending on whether you are a commercial or residential designer, a representative or employee of a Brand or a company or firm with an enterprise account, a student or educator, and other relevant factors. You acknowledge and agree that you are not guaranteed to be accepted as a Member, or to access any particular Service, and your registration may be rejected by Material Bank for any reason.

d. User Representations.  By registering and creating an account with Material Bank (a “Member Account”) or by otherwise using the Services, you represent and warrant that: (i) you are at least 18 years of age, (ii) you, and the company or entity you represent, are accessing and using the Services for internal business purposes only, and not for the benefit of any third party, (iii) your use of the Services does not and will not violate any applicable law or regulation, (iv) all information you submit, including Project Information (as defined below), is truthful, accurate, current and complete, (v) your use of any third-party content in connection with your use of the Services does not violate any third-party rights, including any privacy, intellectual property or other proprietary rights, and (vi) you will not share your Member Account or allow any other User to access your Member Account. If we learn that you are in violation of any of the foregoing, your Member Account may be terminated without warning.

3. Material Bank’s Role 

a. Connecting Members and Brands. As part of the Services, Material Bank facilitates material discovery, education, research, and sourcing for its Members, including by partnering with Brands to (i) provide product information, material specifications, images, intended applications and uses of materials, and other Brand content (“Brand Content”); (ii) efficiently aggregate and distribute Samples to Members on behalf of the Brands; and (iii) connect Members with Brands, including Brand representatives, as further described below.

b. Brand Representatives. Material Bank enables Members to contact Brands and their representatives who may be Brand Members or independent representatives authorized to act and communicate with Members on the Brand’s behalf (each a “Brand Rep”). Members may contact a Brand Rep through the Services, including by email and the Brand Rep can respond to you directly at the email address associated with your Member Account. A Brand Rep’s scope of authority is granted by the Brand and may be modified or terminated by the Brand at any time.

c. Project Information. Material Bank aggregates, consolidates and processes Samples ordered by Members and delivers them free of charge to the address provided by the Member. The Samples are supplied by our Brands for evaluation and use by Members in connection with a specific Project. Accordingly, all orders for Samples on Material Bank must be associated with a Project and include the following information (collectively, “Project Information”): Member name, title, email address, company name, shipping address, the Project’s name, type, description, location, and phase. When you place an order, the Project Information you provide and the information associated with the specific Sample you ordered is provided to the Brand that supplied the Sample. The Brand may follow up with you, including through a Brand Rep, about the Sample you ordered and your Project. Material Bank does not permit Brands or Brand Reps to contact Members for general marketing purposes unless they have established an independent relationship with the Member and the Member agrees to receive additional communications from them. For more information about how Material Bank collects, uses, and shares your personal information, please see our Privacy Notice.

d. Disclaimers. Brands are solely responsible for their conduct and communications, including of their Brand Reps, and Material Bank is not liable for any contact, interaction or agreement with a Brand, Brand Rep or other third party. Further, Material Bank does not make any warranties regarding the success, suitability, quality, accuracy of specifications or any other information relating to any Samples, products or services provided by any Brand, Brand Rep or other third party. It is solely your responsibility to conduct additional diligence, including to review any applicable Brand or third-party terms and conditions, and to follow up with the Brand, Brand Rep or third party with respect to any product specifications, quality, suitability and other relevant factors as you deem necessary.

4. Order Terms

a. Limitations. Samples may only be ordered in connection with a Project for specification or evaluation purposes. Samples may not be collected or ordered for any other purposes. Not all Samples may be available to all Members, and the Samples available for order may be subject to certain limitations, such as by Project type, number of Samples per order, per Member, and as otherwise provided through the Services, as determined in the sole discretion of the Brand supplying the Samples and Material Bank.

b. Shipping. Unless otherwise provided (including if you select ground delivery), Material Bank aims to provide next business day shipping for orders of stocked Samples that are submitted by the stated cut-off time. Next business day shipping may not be available due to your location or the size or weight of a Sample you order. Further, Material Bank relies on third party carriers such as FedEx to deliver orders. Disruptions to transportation by air, rail or roads are beyond Material Bank’s control. Material Bank is not liable for any Samples or orders that are not delivered to you as expected for whatever reason, including if a Sample is out of stock. Each order is shipped to a single address. You must place separate orders to ship Samples to more than one address. You may be able to add Samples to a pending order before it ships, but we do not guarantee that Samples can be added to the same shipment, including if any portion of your order has already been fulfilled. MATERIAL BANK MAKES NO GUARANTIES OR WARRANTIES REGARDING NON-DELIVERIES OR MIS-DELIVERIES BY CARRIERS, THEFT, OR UNAUTHORIZED ACCESS OF INFORMATION OR ANY FAILURE OR PERFORMANCE OF THE SERVICES.

c. Out of Stock Samples. If a Sample you order is out of stock, your order for that Sample will be sent to the applicable Brand so the Brand can ship the out of stock Sample directly to you. While Material Bank expects Brands to ship an out of stock Sample, or let Members know the status of an out of stock Sample, within 3 business days of receiving your order, Material Bank has no control over the status, availability, timing, or delivery of any out of stock Sample and does not guarantee that any such Sample will be available and delivered to you.

5. Fees 

a. Service Fees. Most Services, including Samples, are available to Members free of charge. However, Material Bank reserves the right to charge a fee or to change or alter any fee that we may charge at any time, provided that Material Bank will notify Members of any such fees at or prior to the time of purchase. Notification may be provided in product or by email. By placing an order for a fee-based Service, you authorize Material Bank and our designated payment processor to collect and charge the stated amounts to the method of payment you select in accordance with these Terms of Use and any applicable payment terms that are presented to you at the time of purchase. The currency of any fees will be in US dollars on our North America platform and euros on our EU platform, unless otherwise stated.

b. No Cancellations or Refunds. ONCE AN ORDER IS PLACED THROUGH THE SERVICES, IT CANNOT BE CANCELLED. ANY FEES CHARGED FOR A FEE-BASED SERVICE ARE NOT REFUNDABLE EXCEPT AS REQUIRED BY APPLICABLE LAW.

6. Search Results and Recommendations 

a. When you use the Services, Material Bank may base search results, suggestions and other recommendations (for example, similar or complementary products) on your prior search history, your order history, the Samples in your cart, Project Information and other information you provide, such as your stated area of specialization when you registered to become a Member. For example, Members who specialize in hospitality may see results oriented toward hospitality projects rather than residential projects. Material Bank may also use the location you provide during registration, in the Project Information associated with a Sample, or based on your interaction with the Services to personalize, vary or modify, from time to time, the Brand Content, Samples, ordering options, Brand Rep and other Services available or recommended to you based on the foregoing information and additional factors such as logistics, and suitability of certain Brands or materials, to better match Members and Projects with Brands. Please visit our Privacy Notice for more information on how Material Bank uses your personal information.

b. Search results and recommendations are generated automatically by our proprietary algorithms in response to your search request and as described above. Material Bank does not represent, warrant or guarantee that any search results or recommendations will be accurate, complete, appropriate or otherwise suitable for your needs. You are solely responsible for your use of the Services, and it is solely your responsibility to independently validate any information you receive through the Services, including any inputs and outputs provided to or generated by the Services. Material Bank is not responsible and will not be liable for any damages, including any errors, omissions or inaccuracies resulting from your use of or reliance on the Services.

7. User Content and Usage Data

a. User Content. By uploading, submitting, or making any content or materials (such as photographs or other images, whether pre-existing, independently created or otherwise) available through the Services (collectively, “User Content”), you grant Material Bank the right to use, view, access, copy, adapt, modify, distribute, transfer, display, transmit, create derivative works of, and otherwise exploit such User Content in connection with the Services in any media now known or later developed. In addition, you hereby waive, and you agree to waive, any moral rights (including attribution and integrity) that you may have in such User Content, even if altered or changed in a manner not agreeable to you. Notwithstanding the foregoing, if moral rights cannot be waived under applicable law (including where applicable in the EU), the waiver of moral rights does not apply to you; instead, you grant and agree to grant Material Bank the broadest license permitted by applicable law. Except as expressly set forth in these Terms of Use, Material Bank does not claim any ownership rights in any User Content, and nothing in these Terms of Use will be deemed to restrict any rights that you may have to use and exploit such User Content. You acknowledge and agree that you are solely responsible for all User Content that you provide, create or make available through the Services. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all User Content that you make available through the Services or you have all the necessary rights, licenses, consents, and releases to grant to Material Bank the rights to use such User Content, as contemplated under these Terms of Use; and (ii) neither the User Content nor your posting, publication, submission, or transmittal of the User Content or Material Bank’s use of the User Content (in whole or in part) in connection with the Services will infringe, misappropriate, or violate any 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. You agree that Material Bank may, but is not obligated to, review or monitor User Content and may remove or alter any User Content at any time for any reason without notice.

b. Saved Content. The Services may allow you to save and organize certain content and materials within your Material Bank Account, including your order history and certain Brand Content and other content we may curate from time to time (“Curated Content”), as expressly permitted. In addition, the Services may allow you to select, arrange, design and otherwise use certain Material Bank Content in a board, collection, or other similar format (each a “Board”). You acknowledge and agree that as between you and Material Bank, all right, title and interest in and to any Boards shall be owned by Material Bank. To the extent you hold any of the foregoing rights for any reason, you hereby irrevocably assign them to Material Bank, and where such assignment is not effective under applicable law, you grant Material Bank a worldwide, irrevocable, perpetual, non-exclusive, transferable, royalty-free license, with the right to use, copy, modify, distribute, display, sublicense and otherwise exploit the Boards. For avoidance of doubt, Material Bank does not claim any rights in content that is not Material Bank Content.

c. Usage Data. By using and interacting with the Services, including submitting information such as Project Information and other data to Material Bank, you agree that Material Bank may use all such information to further improve, develop, and enhance our Services, including, for example, in connection with our artificial intelligence and large language model capabilities to help Material Bank understand trends, the lifecycle of the Samples we provide, how our Services are used, material specifications and attributes, sustainability impacts and other insights (collectively, “Usage Data”). To the extent that Usage Data includes personal data, please refer to our Privacy Notice for information on how Material Bank handles such data.

8. Material Bank Proprietary Rights

a. Trademarks. “Material Bank,” the “M” logo, and other names, taglines and logos used in connection with the Services are trademarks of Material Bank or our licensors in the United States and other countries (the “Material Bank Marks”). Nothing in these Terms of Use or the Services shall be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Material Bank Marks, unless otherwise expressly provided in these Terms of Use or by prior written permission of Material Bank.

b. Material Bank Content. In addition to the Material Bank Marks, the Services contain copyrighted material, patented inventions and other intellectual property, proprietary content and information of Material Bank, our Brands and our licensors (collectively, “Material Bank Content”). As between you and Material Bank, Material Bank owns and retains all proprietary rights in and to Material Bank Content. For purposes of these Terms of Use, Material Bank Content includes (i) the Material Bank Marks; (ii) Usage Data; (iii) Brand Content; (iv) Curated Content; and (v) any and all technology, images, designs, layouts, fonts, logos, video, audio, artwork, text, compilations, information, data, software, documentation, metadata, and other elements and aspects of the Services, including any downloads, outputs and insights that are available through or may be generated by the Services.

c. Limited License. You may access the Material Bank Content through the Services as it is made available to you and, only where expressly permitted, download it for your own personal and informational use, provided that you: (i) do not modify the Material Bank Content, (ii) retain all copyright and propriety notices originally contained in the Material Bank Content on any copies; and (iii) otherwise comply with any restrictions or use requirements with respect to the Material Bank Content.

d. Enforcement. You acknowledge that Material Bank, the Brands and our respective licensors, will aggressively enforce our respective trademark, copyright, patent and other proprietary and intellectual property rights to the fullest extent of the law, including criminal prosecution to protect our rights as we deem necessary.

9. Software 

a. Software Terms. From time to time, Material Bank may make software such as applications and programs available to you to download and use. Such software will be subject to the terms of the license agreement that accompanies it. If there is no license agreement presented to you with the software, then the license terms in Section 9(b), in addition to the other provisions in these Terms of Use, govern your use of such software.

b. License Grant. Material Bank grants Members with a Member Account in good standing, a personal, non-exclusive, non-transferrable, revocable, limited license to install and run the software on a single computer or device. The software is protected by copyright and other intellectual property laws and treaties and is owned by us or our licensors. You may not: (i) copy, sell, redistribute, rent, lease, sublicense, or otherwise transfer the software or any of the limited rights you receive; (ii) incorporate the software or any portion of it into another product; (iii) except to the extent permission is mandated by applicable law, reverse engineer, decipher, decompile, or disassemble the software or otherwise attempt to derive the source code or underlying ideas or algorithms of the software or any portion of the software, including without limitation, any application or widget; (iv) export, transfer, or release the software, related technology, or any product thereof, for any proscribed end-user, or to any proscribed country, entity, or person (wherever located) without proper authorization from the U.S. and any applicable foreign government; (v) modify, translate, adapt, or create derivative works from the software or any portion of the software in any way or remove proprietary notices in the software. You may not authorize or assist any third party to do any of the foregoing.

10. Acceptable Use

a. Prohibited Use. The Services shall not be used under any circumstances to:

•  Violate any applicable local, state, federal or international law.

•  Interfere or disrupt (or attempt to interfere or disrupt) the Services, including the servers or networks hosting or connected to, or used by, the Services, or violate any requirements, procedures, policies or regulations of any networks connected to the Services.

•  Provide any information to Material Bank that is false or misleading, or results in a false or fraudulent representation, that attempts to hide your identity, impersonate any person or entity, including an officer, director or employee of Material Bank, a Brand or other third party, or falsely state or otherwise misrepresent your affiliation with a person or entity;

•  Resell or attempt to resell the Services (or any portion of thereof), including any Samples or Brand Content.

•  Frame, mirror or link to the Services from another website or webpage.

•  Download or try to download any content, including Brand Content, from the Services in the aggregate or otherwise scrape the Services for such content.

•  Upload, post, publish, reproduce, distribute or otherwise transmit: (i) any information, data, text, music, sound, photographs, graphics, video, messages or other materials or content that infringe another party’s right to publicity, intellectual property or other proprietary right; are unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, libelous, deceptive, fraudulent, hateful, invasive of another's privacy, or which contain explicit or graphic descriptions or accounts of sexual acts; (ii) any materials that you do not have a right to transmit under any applicable law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of your employment relationships or under nondisclosure agreements); (iii) any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “Spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; or (iv) any material that contains software viruses, Trojan horses, worms, time bombs, cancelbots, or any other computer code, files or programs designed to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment or any other similarly destructive activity, or surreptitiously intercept or expropriate any system, data or personal information;

•  Harass or attempt to harass another User.

•  Act in a manner that negatively affects the ability of other Users to engage and use any aspect of the Services.

•  Harvest, collect, store or use information about Users (including usernames, IP addresses, email addresses or any information posted by others) by electronic or other means for the purpose of sending unsolicited email or any other purpose that is not expressly authorized by these Terms of Use.

•  Download any content as a standalone file; sell or attempt to sell any content; reverse engineer, decompile, or disassemble the Services to enable the download or use of any content, including any Curated Content, in violation of these Terms of Use; disable or interfere with any digital rights management, security or anti-tampering related features of the Services; make any false or misleading statements or attributions about the Curated Content or its licensors; or use the Curated Content in any manner other than as expressly permitted by the Services.

b. Use Violations. Any violation of this Section shall be determined by Material Bank in its sole discretion, and Material Bank may without prior notice suspend, deny access to, or terminate your Member Account or access to the Services at any time without notice. Material Bank reserves all rights to take any legal action we deem necessary or appropriate in response to any illegal or unauthorized use of the Services.

11. Account Security

a. Member Responsibilities. 

•  Member Accounts may only be used by a single individual user. Member Accounts may not be used, accessed or shared by multiple individuals within the same company even if the email associated with the Member Account has a generic username.

•  You must keep your email address up to date because email is the primary means by which we will communicate with you about your Member Account and your orders, as applicable.

•  You are responsible for all activities that occur with respect to your Member Account. YOU ARE SOLELY RESPONSIBLE FOR ALL CONTENT PUBLISHED OR DISPLAYED THROUGH YOUR MEMBER ACCOUNT, INCLUDING ANY EMAIL MESSAGES, AND FOR YOUR INTERACTIONS WITH MATERIAL BANK, AS WELL AS FOR ANY SAMPLES ORDERED THROUGH YOUR MEMBER ACCOUNT.

•  You must notify Material Bank immediately of any unauthorized use of your Member Account. If we believe that your Member Account is no longer secure, we may without prior notice take any measures to protect your Member Account from unauthorized access or use by others, including initiating a temporary account lock and suspending the Services, as determined in our sole discretion.

b. Identity Verification. As a condition of your continued access to the Services, Material Bank may from time to time require you to re-verify your identity and your affiliation with the company or firm you represent, including by entering a one-time code that we send to the email address associated with your Member Account. If you do not complete any required verification, your access to the Services may be limited or suspended until the verification is completed.

c. Access and Modifications. You agree that Material Bank may at any time without prior notice: (i) change, cancel or suspend any part or functionality of the Services; (ii) deny access to your Member Account for any reason, including, without limitation, when a Member Account has been inactive for more than 365 days; (iii) restrict, remove, disable or cancel your order for any Samples, including if a competent regulatory authority requires us to do so; or (iv) limit the availability or functionality of the Services, in part or in whole, for certain Member (for example, Brand Members may only order Samples from the Brands they represent).

12. Account Cancellation and Termination

a. You may cancel your Member Account at any time. If you wish to cancel or terminate your acceptance to these Terms of Use, simply cancel your Member Account and stop using the Services. However, any Member obligations that arose or apply prior to the effective date of the cancellation or termination of your Member Account shall continue to apply as set forth in these Terms of Use. Upon cancellation or termination of your Member Account, Material Bank shall have no obligation to retain, delete, return or provide access to, any content, including any User Content, you may have uploaded to, or created through, your Member Account or the Services, except to the extent required by applicable law.

b. Material Bank may at any time without prior notice, and without any liability to you: (i) terminate your access to the Services, and/or (ii) deactivate, suspend or terminate your Member Account with immediate effect. If Material Bank terminates your Member Account or your access to the Services, you will remain liable for any amounts owed by you prior to such termination. We may notify you of any termination of your Member Account or access to the Services at the email address associated with your Member Account.

13. Compliance with Law

a. You agree to use the Services in compliance with all applicable laws and regulations, including without limitation, export control and economic sanctions regulations administered or enforced by the United States (“US Trade Laws”). Accordingly, you may not use the Services to export or re-export, or permit the export or re-export, of any software or technical data in violation of US Trade Laws. By using the Services, you represent and warrant that you are not located in a country or territory that is the target of US sanctions, and that you and/or the entity you represent, are not listed as a prohibited party by US Trade Laws.

b. Further, you acknowledge that the Services are based and hosted on servers located in the United States. Therefore, if you use the Services from outside the United States, your information will be transferred to and maintained on computers and servers located outside of your state, province/territory, country, or other governmental jurisdiction, where privacy laws may not be as protective as those in your jurisdiction. By using the Services or registering for a Member Account, you agree to the transfer of your information to the United States and to the handling of your information in accordance with applicable law, these Terms of Use and the Privacy Notice.

14. Third-Party Links and Posts

a. The Services may link to third-party websites, including, without limitation, websites owned and operated by Brands. Any such links are provided solely as a convenience to Users. Material Bank has no control over any Brand or other third-party websites or their content and does not assume any responsibility or liability for these websites or their content. Material Bank does not endorse or make any representations about any third-party websites or any information, materials or products found on such websites. If you access any third-party websites from the Services, you do so at your own risk, and you agree that Material Bank shall not be liable for any loss, claims, damages or costs that you may incur or suffer as a result.

b. In addition to the foregoing, the Services may allow Members or other third parties to post comments, articles or other content including information in the form of news, opinions, recommendations or advice. Such postings should not be construed as official or adopted expressions, advice, recommendations, endorsements or opinions of Material Bank unless otherwise stated by Material Bank. Material Bank does not warrant, either expressly or by implication, the factual accuracy or reliability of any such postings, and Material Bank accepts no fault or liability for any error or omission with respect to such postings.

15. Promotions

a. From time to time, Material Bank may offer promotions. Members who participate in any promotions offered by Material Bank are subject to the terms and conditions set forth in connection with the specific promotion and these Terms of Use.

b. We reserve the right to limit scope and quantities of any items offered in promotions and we reserve the right to revise, suspend, or terminate an event or promotion at any time without notice (including after an order has been submitted and acknowledged).

c. You agree to release Material Bank and our agents, advertisers, sponsors and promotional partners from any and all liability arising from your participation in any promotion offered in connection with the Services. Material Bank is not responsible for technical, hardware, or software failures of any kind, lost or unavailable network connections, or failed, incomplete, garbled, or delayed computer transmissions that may limit any Member’s ability to participate in any promotion.

d. You agree to be bound by the rules of any promotion and by the rules of fair play and consideration of fellow Members. Any Member who violates any of the rules or guidelines for behavior published in connection with a promotion is subject to immediate disqualification from the promotion. Material Bank is under no obligation to award any prize to any Member who violates a published promotion rule or guideline.

16. SMS Terms

This Section 16 does not apply to EU Users. Material Bank’s electronic communications with EU Users are governed by applicable law and Material Bank’s Privacy Notice.

For purposes of this Section, “SMS Terms” refers to this Section 16 of these Terms of Use, but all of these Terms of Use apply to text messages.

a. “Opting In,” “Opt In” and “Opt-In” refer to signing up for, requesting, joining, agreeing to, enrolling in, acknowledging, or otherwise consenting to receive any text messages sent by or on behalf of Material Bank.

b. By Opting In to text messages, you authorize Material Bank and our service providers to use autodialer or non-autodialer technology to send text messages to the mobile phone number associated with your Opt-In. You do not have to Opt In or agree to Opt In as a condition of any use of the Services.

c. By Opting In to text messages:

•  You are signing your Opt-In to the text messages.

•  You confirm that you are the subscriber to the phone number associated with your Opt-In.

•  You consent to the use of an electronic record to document your Opt-In. To withdraw that electronic record consent, request a free paper or email copy of the Opt-In, or to update our records with your contact information, please contact us at support@materialbank.com. To view and retain an electronic copy of these SMS Terms or the rest of your Opt-In, you will need (i) a device (such as a computer or mobile phone) with Internet access, and (ii) either a printer or storage space on such device. For an email copy, you will also need an email account you can access from the device, along with a browser or other software that can display the emails. These SMS Terms still will apply if you withdraw the electronic record consent above or opt out of the text messages.

d. After Opting In, in addition to the main messages the Service offers, you may receive one or more welcome messages or administrative messages, such as a request to confirm your Opt-In.

e. To opt out, you must text STOP to the telephone number from which Material Bank sends you text messages. You must send this text message from the telephone number associated with your Opt-In. You may receive one or more confirmation messages when you opt out or when your participation in the program otherwise ends. For customer service regarding our SMS programs, including assistance with opting out, email us at support@materialbank.com.

f. Message and data rates may apply. You may receive multiple, recurring messages. Material Bank may terminate our text message programs or your participation in them at any time with or without notice, including, for example, before you have received any or all messages that you otherwise would have received, but these SMS Terms still will apply.

g. You can get help by texting HELP to the short code or telephone number from which you receive a Material Bank text message.

h. For customer service regarding our SMS programs, email us at support@materialbank.com.

i. Material Bank and the mobile carriers (such as T-Mobile) are not liable for delayed or undelivered messages.

17. Warranty Disclaimer

a. TO THE FULLEST EXTENT ALLOWED BY LAW, THE SERVICES ARE PROVIDED “AS IS” WITH NO WARRANTIES WHATSOEVER. ALL EXPRESS, IMPLIED, AND STATUTORY WARRANTIES, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, ARE EXPRESSLY DISCLAIMED. FURTHER, TO THE FULLEST EXTENT PERMITTED BY LAW, MATERIAL BANK DISCLAIMS ANY WARRANTIES AS TO THE SECURITY, RELIABILITY, TIMELINESS, AND PERFORMANCE OF THE SERVICES. WE DO NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE SERVERS THAT SUPPORT THE SERVICES WILL BE FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS.

b. This Section 17 shall not be interpreted to limit the applicability of any other disclaimers provided in these Terms of Use.

c. This Section 17 applies only to the extent permitted by applicable law. Nothing in these Terms of Use excludes, restricts, or modifies any warranty, guarantee, right, or remedy that applies to an EU User under applicable law and cannot lawfully be excluded, restricted, or modified.

18. Limitation of Liability

a. TO THE FULLEST EXTENT ALLOWED BY LAW, IN NO EVENT SHALL MATERIAL BANK, THE BRANDS, OR ANY OF OUR SUPPLIERS OR LICENSORS, HAVE ANY LIABILITY TO ANY USER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES WHETHER ARISING IN CONTRACT, EQUITY, TORT, INTENDED CONDUCT OR OTHERWISE (INCLUDING BREACH OF WARRANTY, NEGLIGENCE, GROSS NEGLIGENCE, WILLFUL MISCONDUCT AND STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, FOR ANY DAMAGES ARISING FROM DELAY, LOSS OF GOODWILL, LOSS OF OR DAMAGE TO DATA, LOST PROFITS, LOSS OF REVENUE OR SAVINGS (ACTUAL OR ANTICIPATED), OR OTHER ECONOMIC LOSS IN CONNECTION WITH OR ARISING OUT OF (i) THE USE OR INABILITY TO USE THE SERVICES, (ii) ANY TRANSACTIONS CONDUCTED THROUGH OR FACILITATED BY THE SERVICES; (iii) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS, OR OTHER INACCURACIES IN THE SERVICES, (iv) ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF ANY DATA OR TRANSMISSION OF DATA, OR (v) ANY OTHER MATTER RELATED TO THE SERVICES, EVEN IF MATERIAL BANK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. THE MAXIMUM LIABILITY OF MATERIAL BANK FOR ANY DAMAGES WHATSOEVER FROM ANY CLAIM ARISING FROM YOUR USE OF THE SERVICES SHALL BE LIMITED TO THE AMOUNT OF ANY FEES THAT YOU PAID TO MATERIAL BANK FOR ANY SAMPLES IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OR ANY LIMITED REMEDY.

c. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

d. IF YOU ARE A RESIDENT OF A JURISDICTION THAT REQUIRES A SPECIFIC STATEMENT REGARDING RELEASE, YOU HEREBY WAIVE ANY PROVISION IN LAW, REGULATION, OR CODE REQUIRING SUCH RELEASE. FOR EXAMPLE, CALIFORNIA RESIDENTS MUST, AS A CONDITION OF THESE SERVICE TERMS, WAIVE THE APPLICABILITY OF CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES, “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.” YOU HEREBY WAIVE THIS SECTION OF THE CALIFORNIA CIVIL CODE OR ANY SIMILAR PROVISION IN ANOTHER JURISDICTION. YOUR ABILITY TO USE THE SERVICES IS CONTINGENT ON YOUR AGREEMENT WITH THIS SECTION AND ALL OTHER SECTIONS OF THESE TERMS OF USE TO THE EXTENT NOT PROHIBITED BY APPLICABLE LAW.

e. This Section 18 applies to EU Users only to the extent permitted by applicable law. Nothing in these Terms of Use excludes or limits Material Bank’s liability to an EU User for (i) death or personal injury caused by Material Bank’s negligence, (ii) Material Bank’s fraud or fraudulent misrepresentation, gross negligence or willful misconduct, or (iii) any other liability that cannot be excluded or limited under applicable law. Subject to the foregoing, and to the fullest extent permitted by applicable law, Material Bank’s maximum aggregate liability to an EU User for all claims arising out of or relating to the Services or these Terms of Use shall not exceed the greater of one hundred euros (€100.00) and the amount of fees paid by such EU User to Material Bank in the twelve (12) months preceding the event giving rise to the claim.

19. Indemnity

You understand and agree that you are personally responsible for your actions in connection with the Services. You agree to indemnify, defend and hold harmless Material Bank, our subsidiaries, affiliates, agents, suppliers, partners, Brands and third-party licensors, and each of our officers, directors and employees, harmless from any loss, liability, claims, demands, damages and costs, and reasonable attorneys’ fees, due to or arising out of (i) use or misuse of the Services by you or anyone using your Member Account; and (ii) any violation or breach of these Terms of Use by you, including of any representations and warranties by you, and any violation of any third-party rights.

20. Mandatory Arbitration and Class Action Waiver (“Dispute Resolution”)

        This Section 20 does not apply to EU Users. The provisions governing disputes for EU Users are set forth in Sections 21 and 24(b).

PLEASE READ THIS “DISPUTE RESOLUTION” SECTION CAREFULLY, AS IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE OR PARTICIPATE IN A LAWSUIT FILED IN COURT.

a. Informal Dispute Resolution Procedure. 

A dispute might arise between you and Material Bank. If that happens, Material Bank is committed to working with you to reach a reasonable resolution. For any issue or dispute that arises between you and Material Bank, both parties acknowledge and agree that they will first make a good faith effort to resolve it informally before initiating any formal dispute resolution proceeding in arbitration or otherwise. This includes first sending a written description of the dispute to the other party. For any dispute you initiate, you agree to send the written description of the dispute along with the email address associated with your account to the following email address: legal@materialbank.com. For any dispute that Material Bank initiates, we will send our written description of the dispute to the email address associated with your Member Account. The written description must be on an individual basis and provide at least the following information: your name; a description of the nature or basis of the claim or dispute; and the specific relief sought.

You and Material Bank then agree to negotiate in good faith about the dispute through an informal telephonic dispute resolution conference. The informal telephonic dispute resolution conferences shall be individualized such that a separate conference must be held each time either party intends to commence individual arbitration; multiple individuals initiating claims cannot participate in the same informal telephonic dispute resolution conference. If either party is represented by counsel, that party’s counsel may participate in the informal telephonic dispute resolution conference, but the party also must appear at and participate in the conference. If the dispute is not resolved satisfactorily through this informal process within sixty (60) days after receipt of the written description of the dispute, you and Material Bank agree to the further dispute resolution provisions set forth below and in the Mutual Arbitration Agreement.

The aforementioned informal dispute resolution process is a prerequisite and condition precedent to commencing any formal dispute resolution proceeding. The parties agree that any relevant limitations period and filing fee or other deadlines will be tolled while the parties engage in this informal dispute resolution process. Failure to engage in this process could result in the award of fees against you in arbitration.

b. WAIVER OF RIGHTS INCLUDING JURY TRIAL.

YOU AND MATERIAL BANK UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE ANY DISPUTE, AND THAT RIGHTS TO DISCOVERY AND APPEALS MAY BE LIMITED IN ARBITRATION. YOU AND MATERIAL BANK FURTHER UNDERSTAND THAT THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION IN SOME INSTANCES.

YOU AND MATERIAL BANK HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THESE TERMS AND ARBITRATION AGREEMENT, YOU AND MATERIAL BANK ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.

c. Class Action and Collective Relief Waiver. 

YOU AND MATERIAL BANK ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, EXCEPT AS SET OUT IN SECTION (d) OF THE MUTUAL ARBITRATION AGREEMENT, THERE SHALL BE NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED OR LITIGATED ON A CLASS, JOINT, COLLECTIVE OR CONSOLIDATED BASIS OR IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC (SUCH AS CLAIMS AS A PRIVATE ATTORNEY GENERAL OR FOR PUBLIC INJUNCTIVE RELIEF). EXCEPT AS SET OUT IN SECTION (d) OF THE MUTUAL ARBITRATION AGREEMENT, UNLESS BOTH YOU AND MATERIAL BANK OTHERWISE AGREE IN WRITING, THE ARBITRATOR MAY NOT PRESIDE OVER ANY FORM OF ANY CLASS, JOINT, COLLECTIVE OR REPRESENTATIVE PROCEEDING. THE ARBITRATOR MAY AWARD RELIEF (INCLUDING ANY DECLARATORY OR INJUNCTIVE RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY’S CLAIM. THE ARBITRATOR MAY NOT AWARD RELIEF FOR OR AGAINST ANYONE WHO IS NOT A PARTY TO THE PROCEEDING.

With the exception of the paragraph titled “Class Action and Collective Relief Waiver” above and the provisions in Section (d) of the Mutual Arbitration Agreement, if any part of the Mandatory Arbitration and Class Action Waiver, including the Mutual Arbitration Agreement, is deemed to be invalid, unenforceable, or illegal, then the balance of the Mutual Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision(s) were not contained herein. If, however, the paragraph titled “Class Arbitration and Collective Relief Waiver” and/or the provisions in Section (d) of the Mutual Arbitration Agreement are found to be invalid, unenforceable, or illegal, then the entirety of the Mandatory Arbitration and Class Action Waiver, including the Mutual Arbitration Agreement, shall be null and void, and neither you nor Material Bank shall be entitled to arbitrate the dispute in question. This provision does not prevent you or Material Bank from participating in a class-wide settlement of claims.

d. Right to Opt-Out of Arbitration. You may opt out of arbitration by providing Material Bank with written notice within 30 days of the date posted at the top of these Terms of Use or your first use of the Services in accordance with Section (h) of the Mutual Arbitration Agreement.

21. EU Dispute Resolution

This Section 21 only applies to EU Users. If you are an EU User, you and Material Bank agree to first contact the other party regarding any dispute, claim, or controversy arising out of or related to your use of the Services or these Terms of Use. If you and Material Bank are unable to resolve the dispute, the dispute shall be referred to a mediator prior to any litigation. Such mediation shall be conducted in accordance with the mediation rules of the Centre de Médiation et d’Arbitrage de Paris (CMAP). If no amicable resolution is reached through mediation, the dispute (including any dispute relating to non-contractual obligations arising out of or in connection with these Terms of Use) shall be referred to the exclusive jurisdiction of the Commercial Court of Paris, France. Nothing in these Terms of Use limits any mandatory right an EU User may have to bring proceedings in, or the protection of the mandatory laws of, such EU User’s country of establishment, as applicable. Material Bank’s legal information for the EU is as provided below:

Company Name: Design Future SAS
Head Office: 4 rue Royale, 75008 Paris
RCS No.: Paris B 911 505 766
Registered Capital: 100,000 euros
Head of Europe: Marc Solsana 
Email: support-eu@materialbank.com
Webhost: Amazon Data Services France, 67 Boulevard du General Leclerc, 92110 Clichy 
Webhost Tel: +33 80 09 47 715

22. Modifications

Material Bank may modify these Terms of Use from time to time. Modifications shall be effective upon posting on our website or through the Services. However, if Material Bank makes a material modification to these Terms of Use that would reasonably be expected to have an adverse effect on you or your use of the Services, Material Bank shall provide you with at least thirty (30) days advance notice before such modification comes into effect. In this case, we will notify you by placing a prominent notice at the top of these Terms of Use, by email, mail, and/or through your Member Account. If you do not agree to any such modification, your sole remedy is to cancel your Member Account. To the fullest extent permitted by applicable law, your continued use of the Services after the effective date of the modification as specified in the notice to you constitutes your full acceptance of, and agreement to be legally bound by, these Terms of Use, as modified.

23. Miscellaneous

a. Entire Agreement. Unless otherwise specified herein, these Terms of Use constitute the entire agreement between you and Material Bank with respect to the Services and supersede all prior or contemporaneous communications and proposals (whether oral, written, or electronic) between you and Material Bank.

b. Assignment. You may not assign your Member Account or your rights and obligations under these Terms of Use, to any third party without Material Bank’s prior written consent. Material Bank may assign these Terms of Use and Material Bank’s rights and obligations hereunder to (i) an affiliate that directly or indirectly controls, is controlled by, or under common control with, Material Bank, or (ii) in the event of a transfer of all or substantially all of Material Bank’s capital stock or assets, whether through purchase, merger, consolidation or otherwise. Subject to the foregoing, these Terms of Use will be binding upon and inure to the benefit of the parties hereto and each of our respective successors and permitted assigns.

c. Order of Precedence. To the extent of any conflict or ambiguity between these Terms of Use and any Material Bank policies or any other terms and conditions posted on or through the Services, the order of precedent solely to the extent of any such conflict or ambiguity shall be: (i) these Terms of Use, (ii) the Material Bank policies and (iii) the other terms and conditions as posted on or through the Services.

d. Waiver and Severability. Material Bank's failure to enforce any right or provision in these Terms of Use shall not constitute a waiver of such right or provision. If any part of these Terms of Use is held invalid or unenforceable, that portion shall be deemed to be substituted with a valid, enforceable provision which most closely reflects the original intent of the parties, and the remaining portions shall remain in full force and effect.

e. Events Beyond our Control. Neither party will be liable for any failure or delay in their performance under these Terms of Use (excluding any Member payment obligations) due to any cause beyond their reasonable control, including acts of war, fire, natural disaster, labor shortages or disputes, transportation delays or failures, governmental act, pandemic, failure or delay of the internet or internet service provider, terrorism, or the acts or omissions of third parties, provided the delayed party gives the other party prompt notice of such cause.

f. Construction. The section titles in these Terms of Use are for convenience only and have no legal or contractual effect. Except where these Terms of Use expressly provide otherwise, any determination, decision, consent, approval, or action to be made or taken by Material Bank under these Terms of Use shall be made or taken in Material Bank’s sole discretion. Use of “including” in these Terms of Use shall be construed to mean “including without limitation.”

g. Survival. The provisions of these Terms of Use that by their nature should survive termination of your Member Account or the Services, will survive, including, as applicable, Sections 3 (Material Bank’s Role), 5 (Fees), 7 (User Content and Usage Data), 8 (Material Bank Proprietary Rights), 17 (Warranty Disclaimer), 18 (Limitation of Liability), 19 (Indemnity), 20 (Mandatory Arbitration and Class Action Waiver), 21 (EU Dispute Resolution), 23 (Miscellaneous), and 24 (Governing Law).

24. Governing Law.

1. For Users in North America, these Terms of Use are governed by the laws of the State of New York without regard to its conflict of law provisions. With respect to any disputes or claims not subject to arbitration, as set forth in Section 20 above, you and Material Bank agree to submit to the personal and exclusive jurisdiction of the state and federal courts located within New York, New York.
2. For Users in the EU, these Terms of Use are governed by and construed in accordance with the laws of France, without regard to its conflict of law rules.

25. Copyright Policy

Material Bank respects intellectual property rights. If you believe that any content on the Services infringes your copyright, please contact us pursuant to the terms of our Copyright Policy.

26. Contact 

If you have any comments or questions about these Terms of Use or the Services, please contact us by email or mail as follows:

Material Bank
Attn: Support
3651 FAU Blvd, Suite 200
Boca Raton, Florida 33431
email: support@materialbank.com

or

DesignFuture SAS (Material Bank Europe)
Attn: Support
4 rue Royale, 75008 Paris, France
email: support-eu@materialbank.com