Terms of Sale

Upside Parts LLC

Effective Date – April 24, 2025

1. Terms of Sale

These Terms of Sale form a legally binding agreement between you (“you” or “Customer”) and Upside Parts LLC (“Upside Parts,” “we,” or “us”) regarding the ordering and purchase of 3D printing services and manufactured parts from our company.

By submitting a request for quotation, accepting a quote, placing an order, or otherwise engaging our services, you agree to be bound by these Terms of Sale. If you do not agree to these terms, you may not use our services.

These Terms of Sale incorporate by reference our Terms of Use and Privacy Policy, both available on our website. In the event of a conflict, these Terms of Sale will govern with respect to the ordering and sale of goods and services.

2. Services and Ordering Process

Upside Parts provides on-demand 3D printing services based on 3D model files submitted by Customers. Supported file formats include STL, STEP, and STP.

Customers may upload a file through our website to receive an instant quote. Quotes are generated based on the model geometry, selected materials, and production options. Quotes are for informational purposes only and do not constitute a binding offer.

If the Customer accepts the quote, we will issue an invoice by email. A binding agreement is formed only when the invoice is paid in full. We reserve the right to reject any order prior to confirmation, including for technical, legal, or operational reasons.

Parts may be delivered upon request, subject to applicable shipping fees and delivery terms, as outlined in the invoice or accompanying communication.

Customers are solely responsible for the accuracy, completeness, and legality of the files they submit. We do not guarantee fit, function, or performance unless explicitly agreed to in writing.

3. Customer Responsibilities and File Requirements

By submitting a 3D model or placing an order, you represent and warrant that:

You are the rightful owner of the uploaded files or have obtained all necessary rights and authorizations to submit the files and request manufacturing services
The submitted files do not contain any content that is unlawful, offensive, infringing, or otherwise in violation of applicable laws or third-party rights
The files are not subject to export control restrictions under U.S. or international law, including but not limited to ITAR, EAR, beyond EAR99 classifications, or EU Dual Use regulations
The files do not involve weapons, weapon parts, or items designed for use in weapons systems

You are solely responsible for the accuracy, completeness, and legality of the submitted files, including their suitability for manufacturing and intended use.

Upside Parts does not review, verify, or validate submitted files for manufacturability, printability, functionality, or design integrity. This includes, but is not limited to, unsupported structures, invalid geometries, incorrect tolerances, or insufficient wall thickness. All risks related to the design and use of printed parts remain with the Customer.

We reserve the right to reject or cancel any order that we believe may violate these requirements or that we determine cannot be manufactured as submitted.

4. Pricing, Payment, and Taxes

All pricing is based on the 3D model and production details submitted by the Customer and is subject to change if the file is modified or contains technical issues not identified at the time of quoting.

Invoices are issued after a Customer accepts a quote, and the total price will include production charges and any applicable delivery fees. Additional services or requests may result in revised pricing.

Payment is due in full prior to the start of production, unless otherwise agreed in writing. No order will be processed until payment is received. We reserve the right to cancel any order for nonpayment or suspected misuse.

All prices are exclusive of applicable sales, use, excise, or similar taxes, duties, or charges. We collect sales tax on orders shipped to addresses in Massachusetts, as required by law. For orders shipped to other locations, you are solely responsible for any applicable taxes or charges imposed by your local jurisdiction.

All orders are final once confirmed by payment. Cancellations or refunds are not permitted after production has begun.

Upside Parts reserves the right to suspend or cancel any order if we determine, in our sole discretion, that the order or related content may violate applicable laws, export control regulations, or these Terms of Sale, or if fulfillment becomes technically impractical.

5. Production, Lead Times, and Delivery

Production of parts begins only after full payment of the invoice, unless otherwise agreed in writing.

Estimated production times and delivery dates are provided for reference only and are not guaranteed. Upside Parts is not responsible for any delays in production or delivery, including delays caused by suppliers, carriers, or circumstances beyond our control.

If delivery is requested, parts will be shipped to the address provided by the Customer using a method selected by us, unless otherwise agreed. Delivery is available only within the United States. Shipping costs will be included in the invoice unless separately arranged.

Risk of loss or damage to parts transfers to the Customer upon shipment. Customers are responsible for inspecting deliveries upon receipt and notifying us promptly of any damage, discrepancies, or missing items.

6. Inspection, Acceptance, and Claims

The Customer must inspect all parts upon receipt and notify Upside Parts in writing of any defects, damage, or quantity discrepancies within five (5) business days of delivery. Claims must include a detailed description of the issue and, if applicable, supporting photos.

If no claim is made within this period, the order will be deemed accepted and in compliance with the specifications.

If a valid and timely claim is received, we may, at our sole discretion, choose to repair or replace the affected part(s), or issue a credit toward a future order. Refunds are not offered for custom-manufactured items.

We are not responsible for defects or failures resulting from improper handling, post-processing, or use of the parts outside their intended design parameters.

We are not responsible for cosmetic defects or minor non-conformities that do not affect the form, fit, or function of the part as defined by the original submitted file or specifications.

7. Intellectual Property

The Customer retains all rights, title, and interest in and to any 3D models, designs, or other content submitted to Upside Parts.

By submitting a file, the Customer grants Upside Parts a limited, non-exclusive, non-transferable license to use, reproduce, and modify the content solely for the purpose of generating a quote, manufacturing the requested parts, and providing related services. This license includes the right to share the content with trusted third-party manufacturing partners solely to fulfill the Customer’s order.

The Customer represents and warrants that they own or have obtained all necessary rights to use and submit the content, and that such submission does not infringe or misappropriate any intellectual property rights of any third party.

Upside Parts disclaims any liability arising from the use or reproduction of Customer-submitted content and reserves the right to reject any content suspected to be unauthorized or unlawful.

8. Indemnification

The Customer agrees to indemnify, defend, and hold harmless Upside Parts LLC and its officers, employees, contractors, and affiliates from and against any claims, losses, damages, liabilities, penalties, settlements, and expenses (including reasonable attorneys’ fees) arising out of or related to:

The Customer’s use of the parts or services
The Customer’s breach of these Terms of Sale
Any claim that content submitted by the Customer infringes or misappropriates any intellectual property or proprietary right of a third party
Any injury, death, or property damage resulting from the use or misuse of any part by the Customer or any third party

This obligation survives the termination or fulfillment of any order.

9. Warranty Disclaimer and Limitation of Liability

All parts and services provided by Upside Parts are offered as-is and as available, without warranties of any kind, whether express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, or non-infringement.

Due to the nature of custom 3D printing, Upside Parts does not guarantee the performance, compatibility, dimensional accuracy, or suitability of any printed part for a specific application unless expressly agreed in writing.

Unless otherwise agreed in writing, Upside Parts makes no representation or warranty that any part will comply with industry-specific certifications, regulatory standards, or quality control specifications beyond those stated in the accepted quote or order.

Upside Parts shall have no liability or obligation with respect to any part that has been subjected to misuse, improper handling, storage, installation, post-processing, or application by the Customer or any third party.

To the maximum extent permitted by law, Upside Parts shall not be liable for any indirect, incidental, special, punitive, or consequential damages, including but not limited to loss of profits, revenue, business opportunity, or data, arising out of or related to any order or use of our services, even if we were advised of the possibility of such damages.

In no event shall our total liability exceed the total amount paid by the Customer for the order giving rise to the claim.

Any claim arising out of or related to an order, including claims for defective parts, delay, or breach of these Terms of Sale, must be brought within one (1) year from the date the relevant order was delivered or should have been delivered. Claims made after this period will be deemed waived.

The limitations of liability and damages stated in these Terms of Sale are fundamental elements of the agreement between the Customer and Upside Parts.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain types of damages. In such cases, the above disclaimers and limitations may not apply to the extent prohibited by applicable law.

All parts and services provided by Upside Parts are not designed or intended for use in life support, aerospace, military, nuclear, or other safety-critical systems where failure could reasonably be expected to result in personal injury, death, or substantial property damage. The Customer assumes all risk and liability for such uses and agrees to indemnify and hold harmless Upside Parts from any claims, losses, or damages arising from such applications.

All parts are manufactured based solely on the files and specifications provided by the Customer. The Customer acknowledges and agrees that Upside Parts is not responsible for errors, failures, or defects arising from the content of the submitted files or specifications. By placing an order, the Customer releases Upside Parts from any liability relating to part performance, fitness, or function, except in cases of material defects caused solely by Upside Parts.

10. Term and Termination

These Terms of Sale become effective when the Customer accepts a quote, places an order, or otherwise engages Upside Parts for services, and remain in effect until the order is completed or these Terms are terminated in accordance with this section.

The Customer may cancel an order at any time prior to payment or may discontinue use of our services at any time. No refunds or cancellations are permitted after payment is received and production has begun.

Upside Parts reserves the right to suspend or cancel any order or terminate service to a Customer at any time, with or without notice, if we determine, in our sole discretion, that:

The Customer has breached these Terms of Sale
The submitted content violates applicable laws or third-party rights
The order cannot be fulfilled due to technical, legal, or regulatory reasons

Termination of these Terms does not affect any rights or obligations that have already accrued. The following provisions shall survive termination: intellectual property rights, warranty disclaimers, limitation of liability, indemnification obligations, and any other provision that by its nature should reasonably survive termination.

11. Confidentiality

Upside Parts agrees to use reasonable care to maintain the confidentiality of any 3D model files, designs, or specifications submitted by the Customer. We will use such content solely for the purpose of generating a quote, fulfilling the order, or providing related customer support.

We will not disclose or share Customer-submitted content with any third party, except as necessary to fulfill the order, or as required by law, regulation, or court order.

This obligation does not apply to content that:

Is or becomes publicly available through no fault of Upside Parts
Was lawfully obtained from a third party without breach of any confidentiality obligation
Is independently developed by Upside Parts without reference to the Customer’s submission

12. Force Majeure

Upside Parts shall not be liable for any failure or delay in the performance of its obligations under these Terms of Sale due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, labor strikes, power outages, transportation delays, supply chain disruptions, civil unrest, war, governmental actions, or other force majeure events. Any such failure or delay shall not constitute a breach of these Terms.

13. Governing Law and Dispute Resolution

These Terms of Sale are governed by and shall be construed in accordance with the laws of the Commonwealth of Massachusetts, without regard to its conflict of law principles.

Any dispute arising out of or relating to these Terms of Sale, an order, or the use of our services shall be resolved exclusively in the state or federal courts located in Massachusetts. The Customer and Upside Parts consent to the personal jurisdiction and venue of such courts.

The Customer agrees to waive any right to a trial by jury and further agrees that any claims or disputes must be brought solely in an individual capacity and not as a plaintiff or class member in any purported class or representative proceeding.

14. General Terms

If any provision of these Terms of Sale is held to be invalid, illegal, or unenforceable, the remaining provisions shall remain in full force and effect.

No waiver of any term or condition shall be deemed a further or continuing waiver of such term or condition or any other term. Any waiver must be in writing and signed by an authorized representative of Upside Parts.

These Terms of Sale constitute the entire agreement between the Customer and Upside Parts with respect to the purchase and sale of parts and services and supersede all prior or contemporaneous agreements, communications, and understandings, whether written or oral.

The Customer agrees to receive communications, documents, and notices from Upside Parts electronically, including via email. Such electronic communications satisfy any legal requirement that such communications be in writing.

The Customer may not assign, delegate, or transfer any rights or obligations under these Terms of Sale without the prior written consent of Upside Parts.

If you have questions about these Terms of Sale, you may contact us at sales@upsideparts.com.