Snapfab Standard Terms & Conditions

Including Mutual Non-Disclosure Agreement

Effective Date: September 29, 2026

Company: Snapfab, Inc., a Delaware corporation

Address for Notices: PO Box 722, Diablo, CA 94528, USA

1. Introduction and Acceptance

These Standard Terms & Conditions (“Terms”) form a legal agreement between you (“Customer,” “you,” or “your”) and Snapfab, Inc. (“Snapfab,” “we,” “our,” or “us”) concerning our online platform and manufacturing services. By clicking “I Agree,” accepting a quotation incorporating these Terms, or placing an order after these Terms have been made available to you, you agree to these Terms, including the Mutual Non-Disclosure Agreement in Section 11, subject to the separate-agreement protections and order of precedence in Section 15.

The version identified in the accepted quotation or order acknowledgment applies to that order. If no version is identified, the version made available to Customer at order acceptance applies. Later website updates do not amend an existing order unless the parties agree otherwise in writing. For purposes of these Terms, “business days” means Monday through Friday, excluding United States federal holidays.

2. Scope, Specifications, and Approvals

2.1 Services

Snapfab provides a platform through which Customers may upload CAD files, request quotations, place orders, and obtain manufactured parts. We may also provide related engineering and manufacturing support where expressly included in the agreed scope.

2.2 Quote Validity

A quotation is valid until its stated expiration date or, if no expiration date is stated, for thirty (30) days from issuance.

2.3 Approved Manufacturing Specifications

Manufacturing will follow the approved specifications and revisions identified in the accepted quotation, order acknowledgment, or expressly incorporated manufacturing package.

As applicable, those specifications include:

•   CAD and drawing revisions.

•   Material grade and approved substitutions.

•   Color, finish, and texture.

•   Dimensions and tolerances.

•   Inspection and testing requirements.

•   Packaging requirements.

•   Expressly accepted design-for-manufacturing (“DFM”) exceptions.

Conflicts or ambiguities among CAD files, drawings, project notes, and other instructions must be resolved in writing before affected work proceeds. Uploading a revised file or discussing a proposed change does not, by itself, amend the approved manufacturing specifications.

2.4 Changes

Changes to approved specifications require written agreement on the revised requirements and applicable price, work-in-process disposition, and schedule impacts before affected work proceeds. Unless expressly agreed otherwise, a change applies only to the identified order, parts, and quantities.

2.5 Design and End-Use Responsibility

Customer is responsible for product design, assembly requirements, suitability for the intended application, and end-use validation, except to the extent Snapfab expressly accepts those responsibilities in writing. DFM feedback and manufacturing support do not constitute an undertaking to validate the complete product design or its suitability for a particular application unless expressly agreed. This allocation does not relieve Snapfab of its obligation to manufacture to the agreed specifications.

2.6 Sample Approval and Production Release

Sample submissions will identify the applicable part revision, material, finish, and any known deviations or incomplete characteristics. Customer’s written approval must identify whether approval is unconditional or subject to specified outstanding requirements. Approval of a particular characteristic or sample deviation does not constitute approval of other characteristics or a permanent change to the manufacturing specifications. Where sample approval or production release is required by the order, it must be documented in writing. Receipt of samples or Customer silence does not constitute approval. Approval of trial samples does not itself authorize production unless the approval expressly includes production release. Reorders may reference a previously approved manufacturing package and production authorization where expressly agreed. A reorder does not automatically carry forward a temporary deviation approved for a prior shipment.

2.7 Deviations, Substitutions, and Repairs

Snapfab may perform ordinary corrective work that restores goods to conformity with the agreed specifications. Material substitutions, departures from agreed specifications, and repairs affecting appearance, strength, fit, function, or durability require Customer’s written approval before shipment. Approval requests will identify the affected parts and quantities, the proposed deviation or repair, and its reasonably known effects. Approval applies only to the identified quantities and does not change future-order requirements unless expressly agreed in writing. Customer silence does not constitute approval of a deviation, substitution, or repair requiring consent.

3. Commercial Terms, Scheduling, and Shipping

3.1 Standard Payment Terms

Unless otherwise expressly stated in the Payment Terms field of the accepted quotation, tooling orders require a 50% down payment, with the remaining 50% due upon sample approval. For all other orders, 100% payment is due upon shipment. Payment terms expressly stated in that field take precedence over these standard payment terms for that quotation, subject to any controlling separate agreement under Section 15. Any requirement for payment before shipment, rather than upon shipment, must be expressly stated in the accepted quotation or otherwise agreed in writing.

3.2 Tooling Payment Milestone

For purposes of the remaining tooling balance, sample approval means Customer’s written approval against the agreed tooling acceptance criteria. Any payment treatment associated with conditional or limited sample approval must be agreed in writing. Receipt of samples alone does not trigger the sample-approval payment milestone.

3.3 Partial Shipments and Invoicing

Where partial shipments are authorized, invoices will identify the applicable quantities and charges. Shipment of samples or a partial quantity does not accelerate payment for unshipped production quantities unless expressly agreed. Customer must promptly identify any good-faith invoice dispute in writing and pay undisputed amounts when due. The parties will work in good faith to resolve disputed amounts.

3.4 Sales Tax

Quoted prices exclude applicable sales and use taxes unless expressly shown. Any tax shown on a quotation is an estimate; final tax will be determined at invoicing based on applicable law, delivery location, and exemption status. Customers claiming an exemption must provide a valid resale or exemption certificate before invoicing. Any applicable use tax not collected by Snapfab remains Customer’s responsibility.

3.5 Cancellations

Due to the customized nature of our services, orders may not be canceled after work has begun without Snapfab’s written consent. Before work begins, a cancellation fee of up to twenty percent (20%) of the canceled order value may apply. If Snapfab approves cancellation after work begins, Customer is responsible for work performed and non cancelable commitments incurred through cancellation. Payments already received will be credited against the cancellation amount, without duplicate recovery.

3.6 Lead Times and Milestones

Lead times apply to the milestone identified in the quotation or order acknowledgment, such as first tooling trial, sample shipment, production readiness, production shipment, or delivery. The applicable milestone and whether the period is measured in business or calendar days must be identified before the schedule is relied upon. Lead times begin after receipt of required specifications, approvals, applicable payments, and any Customer-supplied materials or components necessary for the affected work. Transit is excluded unless expressly included. Tooling lead time does not include Customer sample evaluation or subsequent production unless expressly included. Dates are estimates unless expressly accepted by Snapfab in writing as firm commitments.

3.7 Schedule Changes and Customer Holds

Customer-requested changes or delays in required approvals may result in reasonable schedule adjustments, including production-slot rescheduling. Snapfab will communicate the resulting impact and revised estimate when reasonably available. Supplier-caused corrective work will not be classified as a Customer-caused delay. Snapfab will promptly notify Customer of a material anticipated delay. Any proposed storage or restart charges associated with a Customer hold must be disclosed and agreed in writing before they accrue.

3.8 Freight, Delivery Terms, and Risk of Loss

The quotation or order acknowledgment will identify the agreed shipping basis or delivery term and any applicable named location. Freight and duty charges will be identified as fixed or estimated.

Risk of loss transfers at the point specified by the agreed delivery term. Unless expressly agreed otherwise, risk of loss or damage during transit transfers to Customer when the goods are handed to the carrier for shipment. Transfer of transit risk does not relieve Snapfab of responsibility for pre-existing manufacturing nonconformity, incorrect goods, or inadequate packaging attributable to Snapfab. Customer-requested expedited service and additional freight charges require written agreement. Partial shipments and associated additional freight charges require Customer authorization unless already included in the accepted quotation. Snapfab does not guarantee carrier transit times unless expressly agreed. The parties will reasonably cooperate in investigating carrier loss or damage and pursuing applicable claims.

3.9 Customs and Import Responsibilities

The quotation or order acknowledgment will identify responsibility for import clearance, duties, tariffs, brokerage charges, and cargo insurance where applicable. Snapfab will prepare customs documentation within its agreed scope using accurate descriptions, values, origin information, and classifications based on available information and applicable law. Customer instructions do not authorize inaccurate customs declarations. Each party remains responsible for its legally assigned customs obligations.

4. Tolerances, Quality, Inspection, and Claims

4.1 Applicable Standards

Goods will conform to the approved manufacturing specifications and the applicable Snapfab commercial tolerance and cosmetic standards identified by title and version in the quotation, order acknowledgment, or incorporated manufacturing package and made available before acceptance. Expressly agreed project-specific requirements take precedence over general standards.

4.2 Inspection Scope

The agreed manufacturing package will identify any critical dimensions, measurement methods, cosmetic references, inspection sampling, and required reports or certifications. Additional inspection, testing, certification, or documentation requirements beyond the accepted scope must be agreed in writing, including any price or schedule impact.

4.3 Incoming Inspection

Customer must inspect deliveries promptly and notify Snapfab in writing within ten (10) business days after receipt of the goods of any shortages, visible damage, or nonconformities reasonably discoverable through incoming inspection. If no timely notice is provided, the goods will be deemed accepted with respect to matters reasonably discoverable during that inspection, subject to applicable law. This acceptance does not constitute approval of an undisclosed deviation or waive a timely claim for a latent manufacturing defect under Section 4.4.

4.4 Latent Manufacturing Defects

Warranty coverage for manufacturing defects not reasonably discoverable through incoming inspection extends to defects discovered within ninety (90) calendar days after delivery. Customer must notify Snapfab in writing within ten (10) business days after discovering the defect. If discovery occurs within the ninety-day period, the full ten-business-day reporting period applies even if it ends after the ninetieth day. This coverage concerns conformity to agreed manufacturing specifications. It does not cover defects caused by Customer’s design, ordinary wear, misuse, improper storage, or post-delivery modifications not attributable to Snapfab.

4.5 Claim Procedure

Claims must identify the order, affected parts and quantities, the alleged nonconformity, and reasonably available supporting evidence. Customer must preserve the affected goods and provide Snapfab a reasonable opportunity to investigate. Return or rework arrangements must be agreed before goods are returned or modified, except for reasonable measures necessary to prevent immediate injury or further damage. An unrelated modification or issue does not, by itself, invalidate an otherwise valid manufacturing claim.

4.6 Resolution of Confirmed Claims

For a confirmed manufacturing nonconformity, Snapfab and Customer will work in good faith to agree in writing on an appropriate resolution based on the nature and extent of the issue. A resolution may include repair, replacement, rework, credit, refund, or another mutually agreed corrective action. No particular resolution is automatic under these Terms. Responsibility for return freight, replacement freight, expedited shipping, sorting, and other corrective costs will be determined case by case and documented in writing before those costs are incurred. Customer-performed sorting or rework is reimbursable only when its scope and cost are approved by Snapfab in writing, except as otherwise required by applicable law. This process does not waive rights or remedies that cannot lawfully be waived or prevent either party from pursuing available remedies if agreement cannot be reached, subject to the lawful limitations in these Terms.

5. Tooling and Intellectual Property

5.1 Snapframe Tooling

All tooling manufactured using Snapfab’s proprietary modular tooling system (“Snapframe Tooling”) remains the sole property of Snapfab. Customer retains all rights to its part design. If Customer wishes to obtain ownership of Snapframe Tooling, Snapfab may, at its sole discretion, offer a tool-transfer option subject to additional fees and terms agreed in writing. Payment of Snapframe tooling charges does not, by itself, transfer ownership of that tooling or Snapfab’s proprietary technology.

5.2 Non-Snapframe Tooling

Ownership of tooling that is not Snapframe Tooling (“Non-Snapframe Tooling”) transfers to Customer upon full payment of all amounts due related to that tooling. Unless otherwise agreed in writing, Snapfab retains the right to retain possession of such tooling for purposes of fulfilling Customer orders. Ownership of Customer-specific tooling does not transfer ownership of Snapfab’s pre-existing processes, methods, technology, or equipment not expressly included in the tooling sale.

5.3 Maintenance, Tool Life, Storage, and Transfer

Any warranted tool life, included maintenance, storage arrangements, transfer conditions, and associated fees will be specified in the quotation or a separate written tooling agreement. No specific tool-life or shot-count guarantee applies unless expressly stated in the applicable agreement. Responsibility for abnormal tooling damage will be determined based on its cause and the parties’ agreed obligations. Abnormal damage will not automatically be treated as normal wear. Any transfer of tooling remains subject to the ownership provisions above and agreed preparation, transportation, and compatibility requirements. Before any otherwise authorized disposal of Customer-owned tooling, Snapfab will provide at least ninety (90) calendar days’ written notice and a reasonable opportunity for Customer to arrange collection, subject to applicable law. This notice requirement does not itself create a right to dispose of Customer-owned tooling.

5.4 Customer Intellectual Property Responsibility

Customer represents and warrants that it has all necessary rights to the designs, files, and instructions it submits and that they do not infringe third-party rights, violate applicable law, or contain unsafe features.

5.5 No License

Nothing in these Terms grants Customer rights to Snapfab’s processes, methods, or technology, including Snapframe Tooling, except as expressly agreed in writing.

6. Indemnification

Customer will defend and indemnify Snapfab and its affiliates, officers, employees, and contractors against third-party claims and resulting damages, liabilities, and reasonable legal expenses, but only to the extent attributable to:

(a) Customer-supplied designs, files, materials, or instructions;

(b) alleged or actual infringement of third-party intellectual property rights by those Customer-supplied materials or their authorized use in performing the order; or

(c) Customer’s breach of these Terms or violation of applicable law.

Customer has no obligation under this section to the extent a claim or loss is caused by Snapfab’s manufacturing errors, unauthorized departures from Customer’s instructions, negligence, or misconduct. Snapfab will promptly notify Customer of a claim, provide reasonable cooperation at Customer’s expense, and allow Customer to control the defense with reasonably qualified counsel. Delayed notice relieves Customer of its obligations only to the extent materially prejudiced by the delay. Customer may not settle a claim in a manner that imposes an admission of fault, non monetary obligation, or unreimbursed liability on an indemnified party without that party’s prior written consent, not to be unreasonably withheld.

7. Warranties and Disclaimers

Snapfab warrants that parts will materially conform to the approved specifications and applicable standards described in Section 4, subject to expressly approved deviations and the applicable claim periods. Customer remains responsible for product design and end-use validation as described in Section 2.5. Approval of DFM recommendations does not waive Snapfab’s manufacturing-conformity obligations. Except for the express warranty above, and to the extent permitted by law, services are provided “as is,” without other warranties, express or implied. Snapfab does not warrant suitability for a particular purpose or market, or uninterrupted availability of its platform. Manufacturing claims and their resolution are governed by Section 4.

8. Limitation of Liability

To the fullest extent permitted by law:

•   Snapfab is not liable for indirect, incidental, or consequential damages.

•   Snapfab’s aggregate liability arising from the affected goods or services is limited to the amount paid for those affected goods or services, rather than the amount paid for unrelated items in the same order.

Nothing in these Terms excludes or limits liability that cannot lawfully be excluded or limited. This section is subject to any controlling separate agreement under Section 15.

9. Export Control Compliance

Customer agrees not to provide Snapfab with technical data or parts subject to export control laws, including ITAR or EAR, without Snapfab’s prior written consent and all required government authorizations. Snapfab’s consent does not replace any legally required authorization or relieve either party of its applicable export-control obligations.

10. Force Majeure

Snapfab is not liable for delays or failures caused by events beyond its reasonable control, including natural disasters, labor disputes, supply chain disruptions, or acts of government. Snapfab will notify Customer of a material impact when reasonably practicable and take commercially reasonable steps to mitigate the effects. Routine manufacturing nonconformity or corrective work is not, by itself, a force majeure event.

11. Mutual Non-Disclosure Agreement

This Mutual Non-Disclosure Agreement (“NDA”) is part of these Terms and applies equally to Snapfab and Customer, subject to any separate confidentiality or non-disclosure agreement described in Section 11.9.

11.1 Purpose

The parties may exchange confidential information to evaluate or perform business together.

11.2 Confidential Information

“Confidential Information” means nonpublic information disclosed by either party that is marked confidential or that a reasonable person would understand to be confidential based on its nature or the circumstances of disclosure. It includes, as applicable, CAD files, drawings, designs, specifications, manufacturing information, nonpublic pricing, commercial plans, and project communications. Information does not lose protection solely because it lacks a confidentiality label.

11.3 Use and Disclosure Restrictions

Each party receiving Confidential Information (“Receiving Party”) will:

•   Use it only to evaluate or perform the parties’ business relationship.

•   Disclose it only to employees, contractors, affiliates, or professional advisers who need to know it for that purpose and are subject to confidentiality obligations at least as protective as those applicable to the information.

•   Protect it with at least the same care used for its own similar confidential information, and no less than reasonable care.

•   Promptly notify the disclosing party of any unauthorized use or disclosure of which it becomes aware.

11.4 Exclusions

Confidential Information does not include information the Receiving Party can demonstrate:

(a) was lawfully known to it without confidentiality restrictions before disclosure;

(b) becomes publicly available without breach of an obligation owed to the disclosing party;

(c) is lawfully received from a third party without confidentiality restrictions; or

(d) is independently developed without use of the disclosing party’s Confidential Information.

Information lawfully obtained from examining publicly available products is excluded only to the extent it is obtained without use of the disclosing party’s Confidential Information or violation of applicable law or another binding obligation.

11.5 Legally Required Disclosure

A Receiving Party may disclose Confidential Information to the extent required by applicable law or a valid legal order. Where legally permitted, it will provide prompt notice to the disclosing party and reasonable cooperation in seeking protective treatment. Disclosure will be limited to the information legally required. Compelled disclosure does not otherwise remove the information’s confidential status.

11.6 Duration

This NDA remains active throughout the parties’ customer relationship, including evaluation and performance of business together, unless replaced or modified by a controlling separate written agreement. Confidentiality and restricted-use obligations continue for three (3) years after each disclosure, even if the customer relationship ends earlier. For information qualifying as a trade secret under applicable law, those obligations continue for as long as the information legally qualifies as a trade secret.

11.7 Return, Destruction, and Permitted Retention

Upon written request or the end of the customer relationship, the Receiving Party will return or destroy the disclosing party’s Confidential Information, except to the extent retention is required by law or the information remains in routine backup systems not reasonably accessible for ordinary business use. Retained information remains subject to the applicable confidentiality and restricted-use obligations. It may not be used for further business purposes and may be accessed only as necessary for legal compliance or backup recovery. Information restored from backups remains subject to the same restrictions and applicable return or destruction requirements.

11.8 No Licenses

Disclosure of Confidential Information does not transfer ownership or grant rights under patents, copyrights, trade secrets, or other intellectual property, except for the limited use necessary for the permitted purpose.

11.9 Governing Law and Separate NDAs

This NDA is governed by the law and dispute-resolution provisions in Section 12, except where a separate agreement between the parties provides otherwise. If Customer and Snapfab have entered into a separate written confidentiality or non-disclosure agreement, that agreement controls confidentiality matters within its scope and supersedes this Section 11 to the extent of any conflict. This applies whether the separate agreement was entered into before or after acceptance of these Terms.

12. Governing Law and Dispute Resolution

These Terms, including the NDA, are governed by the laws of Delaware, without regard to conflict-of-law rules, except where a controlling separate agreement provides otherwise. Either party may bring actions in the state or federal courts located in Delaware. Both parties waive the right to a jury trial and agree that no class or collective actions may be brought under these Terms, to the extent permitted by law. This section is subject to any controlling separate agreement under Section 15.

13. Data Use and Aggregation

Snapfab may use aggregated, anonymized data from Customer orders for internal analysis, product improvement, and marketing purposes, provided it does not disclose Customer’s identity or proprietary designs. This provision does not authorize disclosure or use of Confidential Information in violation of Section 11 or a controlling separate agreement.

14. Miscellaneous

14.1 Entire Agreement

These Terms, the applicable accepted quotation or order acknowledgment, incorporated manufacturing specifications, and our Privacy Policy constitute the agreement between Customer and Snapfab, subject to controlling separate agreements and the order of precedence in Section 15. Nothing in this section replaces, terminates, or overrides a separate agreement protected by Section 15.

14.2 Severability

If any provision is unenforceable, the remaining provisions remain in effect.

14.3 Assignment

Customer may not assign these Terms without Snapfab’s written consent, except as permitted by a controlling separate agreement.

14.4 Written Approvals and Operational Notices

Order-specific approvals, change authorizations, and manufacturing claim notices may be documented through Snapfab’s platform or by email to the Snapfab contact identified for the order, subject to any requirements in a controlling separate agreement. They must identify the affected order and the approval, change, or issue being communicated. Uploading a file or acknowledging receipt does not, by itself, constitute approval.

14.5 Formal Legal Notices

Formal legal notices must be sent to Snapfab, Inc., PO Box 722, Diablo, CA 94528, USA, unless a controlling separate agreement specifies another notice procedure.

15. Separate Customer Agreements and Order of Precedence

Notwithstanding anything to the contrary in these Terms, any separate written agreement entered into by Customer and Snapfab, including a non-disclosure agreement, confidentiality agreement, master services agreement, manufacturing agreement, supply agreement, or other agreement governing their business relationship, takes precedence over these Terms with respect to the matters it covers.

This applies whether the separate agreement was entered into before or after acceptance of these Terms. In the event of a conflict, the separate agreement controls to the extent of that conflict. These Terms supplement the separate agreement only where they do not conflict with it. Acceptance of these Terms, use of Snapfab’s platform, or acceptance of a quotation does not, by itself, amend, replace, or terminate a separate agreement. Any amendment to that agreement must satisfy its amendment requirements. Subject to the foregoing and any order of precedence established in a separate agreement, conflicts will be resolved in the following order:

1.  Applicable separate written agreements entered into by Customer and Snapfab.

2.  Expressly agreed quote-specific or order-specific commercial terms, including the Payment Terms field.

3.  The accepted quotation’s Key Order Terms.

4.  These Standard Terms & Conditions.

Technical specifications incorporated into the order govern the applicable manufacturing requirements, subject to any controlling separate agreement. Conflicts within technical documents must be resolved under Section 2.3. Additional or conflicting terms in Customer purchase orders or other unilateral standard documents do not become a separate agreement merely by being submitted to Snapfab. They apply only if expressly accepted in writing by an authorized Snapfab representative or as provided in a controlling separate agreement. Administrative acknowledgment of a purchase order does not, by itself, constitute acceptance of additional or conflicting terms.

By accepting an applicable quotation, clicking “I Agree,” or placing an order after these Terms have been made available, Customer confirms agreement to these Terms, including the Mutual NDA in Section 11, subject to the separate-agreement protections in this Section 15.