Terms of Use

Upside Parts LLC

Effective Date – April 24, 2025

1. Upsideparts.com Site Terms of Use

Welcome to the website of Upside Parts LLC. These Terms of Use form a legal agreement between you and Upside Parts LLC (“Upside Parts,” “we,” or “us”) and govern your access to and use of this website.

By accessing or using our website, including uploading a 3D model, receiving a quote, or placing an order, you agree to be bound by these Terms of Use and our Privacy Policy. If you do not agree with these terms, please do not use the website.

Orders placed through the website will also be subject to our Terms of Sale, which set out additional conditions specific to purchases and delivery of custom parts.

We may update these Terms of Use from time to time. The most current version will be posted on our website, and your continued use of the site after changes are posted will mean you accept the revised terms.

Our services are primarily intended for business customers. However, we may accept orders from individual users at our discretion, and all users are subject to these Terms of Use.

2. Age Requirement

By using this website, you confirm that you are at least 18 years old. Our services are not intended for individuals under the age of 18.

If you are accessing the site from a location with specific privacy or data protection laws, you are responsible for ensuring that your use of the website complies with those laws.

3. Permitted Use of the Website

You agree to use this website only for lawful purposes and in accordance with these Terms of Use. You must not:

Upload any files or content that infringe the rights of others, including intellectual property rights
Upload any harmful, malicious, or illegal material
Attempt to gain unauthorized access to any part of the website or disrupt its normal operation
Misrepresent your identity or provide false information when requesting quotes or placing orders
Use this website to manufacture or request parts that are illegal or designed to cause harm

We reserve the right to deny access to the website or reject any submission that we believe, in our sole judgment, violates these Terms of Use or applicable law.

4. Intellectual Property and Ownership

All content on this website, including its layout, design, graphics, text, code, and all other materials, is owned by or licensed to Upside Parts LLC and is protected by copyright, trademark, and other intellectual property laws. You may not copy, reproduce, distribute, display, modify, or create derivative works from any part of this website without our prior written permission.

By uploading a 3D model or any other file to our website, you confirm that:

You own the rights to the content you submit, or you have permission from the rightful owner
You grant us a non-exclusive, royalty-free, worldwide license to use, reproduce, and process your content for the sole purpose of providing quotes and manufacturing the requested parts
You understand that we may share your files with our production partners, only to fulfill your order

We claim no ownership over your submitted designs. However, we reserve the right to refuse or delete any submission that we believe may violate applicable laws or third-party rights.

5. Uploading Files and Content

You may upload 3D model files to receive instant pricing and, if desired, place an order for 3D printing services. By submitting any file or content, you agree to the following:

You are solely responsible for the content you upload, including its accuracy, legality, and compliance with any applicable laws or regulations
You confirm that your file does not contain viruses, malware, or other harmful components
You must not upload files that are intended for the production of weapons, weapon parts, or any item that is illegal to produce or possess under applicable law. You must not upload any file, model, or design that is subject to export control regulations under U.S. or international law, including but not limited to the International Traffic in Arms Regulations (ITAR), the Export Administration Regulations (EAR), items classified beyond EAR99, or EU Dual Use regulations. You must also not upload content that is offensive or that infringes the rights of others, including intellectual property rights. We do not accept or process files that are subject to such restrictions
You must not upload any content that infringes on third-party intellectual property rights
We reserve the right to reject, delete, or refuse to process any file that we believe may pose a legal, technical, or safety risk
Uploading a file does not create a binding contract between you and Upside Parts. A contract is only formed when you accept our quote and we confirm your order

6. Orders and Pricing

Our website allows users to upload 3D model files and receive instant price quotes for on-demand manufacturing services.

Quotes are provided for information purposes only. Placing an order or accepting a quote will be subject to our Terms of Sale, which govern pricing, delivery, payment, and related conditions.

No contract is formed until we confirm your order in writing.

Delivery terms, risk of loss, and related responsibilities are governed by our Terms of Sale and are applied to confirmed orders only.

7. Prohibited Use and Website Security

You agree not to misuse this website or interfere with its normal operation. Specifically, you must not:

Attempt to gain unauthorized access to any part of the website, our systems, or networks
Use any robot, crawler, scraper, or automated system to access the website
Introduce any viruses, malware, or harmful code
Attempt to reverse engineer, decompile, or disassemble any part of the website
Use the website to send unsolicited communications or commercial messages
Overload or disrupt the website or its infrastructure
Impersonate any person or misrepresent your identity when using the site

We reserve the right to monitor usage and suspend access to the website if we believe these Terms have been violated.

8. Copyright Infringement

If you believe that any content on this website infringes your copyright, please notify us by sending a written notice to sales@upsideparts.com with the subject line “Copyright Complaint.” Your notice must include:

A description of the copyrighted work you believe has been infringed
The location of the allegedly infringing content on our website
Your name, contact information, and a statement that you believe in good faith that the use is not authorized by the copyright owner
A statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or authorized to act on their behalf

We will review your claim and, if appropriate, take action in accordance with applicable law.

9. Disclaimers and Limitation of Liability

The website and all information, content, materials, and functionality made available through it are provided on an “as is” and “as available” basis, without any warranties of any kind, express or implied. Upside Parts LLC expressly disclaims all warranties, express or implied, including but not limited to warranties of merchantability, fitness for a particular purpose, non-infringement, and any warranties arising out of course of dealing or usage of trade.

We do not warrant that the website will be uninterrupted, secure, error-free, or free of viruses or other harmful components. You acknowledge that the use of the website and any reliance on its content or functionality is at your sole risk.

To the fullest extent permitted by applicable law, Upside Parts LLC shall not be liable for any direct, indirect, incidental, consequential, special, exemplary, or punitive damages, or any loss of profits, data, goodwill, or other intangible losses, arising out of or relating to your use of, or inability to use, the website or any of its features or content, whether based on contract, tort, strict liability, or any other legal theory, even if Upside Parts LLC has been advised of the possibility of such damages.

Notwithstanding anything to the contrary herein, in no event shall the total liability of Upside Parts LLC arising out of or related to your use of the website exceed twenty-five dollars ($25), regardless of the form or cause of action.

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.

10. Availability, Suspension, and Termination

Upside Parts LLC reserves the right, in its sole discretion, to suspend, limit, or terminate access to the website, or to any portion thereof, at any time and for any reason, with or without prior notice.

We may modify, suspend, or discontinue the website, or any features, content, or functionality provided through it, at any time without liability to you or any third party.

Access to the website is not guaranteed. We shall not be liable for any modification, suspension, discontinuation, or unavailability of the website, or for any loss or damages that may result from such actions.

11. Force Majeure

Upside Parts LLC shall not be liable for any failure or delay in performance or availability of the website due to events beyond its reasonable control, including but not limited to acts of God, natural disasters, labor strikes, power outages, internet service disruptions, civil unrest, war, governmental orders, or other force majeure events. Any such failure or delay shall not constitute a breach of these Terms.

12. Governing Law, Jurisdiction, and Dispute Resolution

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

Any dispute, claim, or controversy arising out of or relating to these Terms of Use or your use of the website shall be submitted to the exclusive jurisdiction of the state or federal courts located in the Commonwealth of Massachusetts, and you hereby irrevocably consent to the personal jurisdiction and venue of such courts.

To the maximum extent permitted by applicable law, any dispute shall be resolved on an individual basis, and you expressly waive any right to participate as a plaintiff or class member in any purported class, collective, or representative proceeding.

Any claim or cause of action arising out of or related to these Terms of Use, the website, or any content or services provided through the website must be commenced within one (1) year after the claim or cause of action accrues. Otherwise, such claim or cause of action is permanently barred.

13. Miscellaneous

If any provision of these Terms of Use is held to be invalid, illegal, or unenforceable for any reason by a court of competent jurisdiction, the remaining provisions shall remain in full force and effect.

No waiver of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition, and any failure by Upside Parts LLC to assert a right or enforce a provision under these Terms of Use shall not constitute a waiver of such right or provision.

These Terms of Use constitute the entire agreement between you and Upside Parts LLC with respect to the subject matter herein and supersede all prior or contemporaneous communications, whether oral or written, relating to your use of the website.

You agree to comply with all applicable local, state, national, and international laws and regulations in connection with your use of the website.