Seurat Technologies | Terms of Service | Metal Additive Manufacturing

Agreement between User and www.seuratech.com

Welcome to www.seuratech.com. The www.seuratech.com website (the "Site") is comprised of various web pages operated by Seurat Technologies ("Seurat"). www.seuratech.com is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the "Terms"). Your use of www.seuratech.com constitutes your agreement to all such Terms. Please read these terms carefully, and keep a copy of them for your reference.

www.seuratech.com is an E-Commerce Site.

The purpose of the website is to explain our products and services for Additive Manufacturing. It explains our unique approach. While the page does not sell Additive Manufacturing services directly, it is one way we collect leads for our sales pipeline.

Electronic Communications

Visiting www.seuratech.com or sending emails to Seurat Technologies constitutes electronic communications. You consent to receive electronic communications and you agree that all agreements, notices, disclosures and other communications that we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communications be in writing.

Children Under Thirteen

Seurat Technologies does not knowingly collect, either online or offline, personal information from persons under the age of thirteen. If you are under 18, you may use www.seuratech.com only with permission of a parent or guardian.

Links to Third Party Sites/Third Party Services

www.seuratech.com may contain links to other websites ("Linked Sites"). The Linked Sites are not under the control of Seurat Technologies and Seurat Technologies is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Seurat Technologies is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Seurat Technologies of the site or any association with its operators.

Certain services made available via www.seuratech.com are delivered by third party sites and organizations. By using any product, service or functionality originating from the www.seuratech.com domain, you hereby acknowledge and consent that Seurat Technologies may share such information and data with any third party with whom Seurat Technologies has a contractual relationship to provide the requested product, service or functionality on behalf of www.seuratech.com users and customers.

No Unlawful or Prohibited Use/Intellectual Property

You are granted a non-exclusive, non-transferable, revocable license to access and use www.seuratech.com strictly in accordance with these terms of use. As a condition of your use of the Site, you warrant to Seurat Technologies that you will not use the Site for any purpose that is unlawful or prohibited by these Terms. You may not use the Site in any manner which could damage, disable, overburden, or impair the Site or interfere with any other party's use and enjoyment of the Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Site.

All content included as part of the Service, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Seurat Technologies or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, found on the Site. Seurat Technologies content is not for resale. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Seurat Technologies and the copyright owner. You agree that you do not acquire any ownership rights in any protected content. We do not grant you any licenses, express or implied, to the intellectual property of Seurat Technologies or our licensors except as expressly authorized by these Terms.

International Users

The Service is controlled, operated and administered by Seurat Technologies from our offices within the USA. If you access the Service from a location outside the USA, you are responsible for compliance with all local laws. You agree that you will not use the Seurat Technologies Content accessed through www.seuratech.com in any country or in any manner prohibited by any applicable laws, restrictions or regulations.

Indemnification

You agree to indemnify, defend and hold harmless Seurat Technologies, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorney's fees) relating to or arising out of your use of or inability to use the Site or services, any user postings made by you, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Seurat Technologies reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Seurat Technologies in asserting any available defenses.

Arbitration

In the event the parties are not able to resolve any dispute between them arising out of or concerning these Terms and Conditions, or any provisions hereof, whether in contract, tort, or otherwise at law or in equity for damages or any other relief, then such dispute shall be resolved only by final and binding arbitration pursuant to the Federal Arbitration Act, conducted by a single neutral arbitrator and administered by the American Arbitration Association, or a similar arbitration service selected by the parties, in a location mutually agreed upon by the parties. The arbitrator's award shall be final, and judgment may be entered upon it in any court having jurisdiction. In the event that any legal or equitable action, proceeding or arbitration arises out of or concerns these Terms and Conditions, the prevailing party shall be entitled to recover its costs and reasonable attorney's fees. The parties agree to arbitrate all disputes and claims in regards to these Terms and Conditions or any disputes arising as a result of these Terms and Conditions, whether directly or indirectly, including Tort claims that are a result of these Terms and Conditions. The parties agree that the Federal Arbitration Act governs the interpretation and enforcement of this provision. The entire dispute, including the scope and enforceability of this arbitration provision shall be determined by the Arbitrator. This arbitration provision shall survive the termination of these Terms and Conditions.

Class Action Waiver

Any arbitration under these Terms and Conditions will take place on an individual basis; class arbitrations and class/representative/collective actions are not permitted. THE PARTIES AGREE THAT A PARTY MAY BRING CLAIMS AGAINST THE OTHER ONLY IN EACH'S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PUTATIVE CLASS, COLLECTIVE AND/ OR REPRESENTATIVE PROCEEDING, SUCH AS IN THE FORM OF A PRIVATE ATTORNEY GENERAL ACTION AGAINST THE OTHER. Further, unless both you and Seurat Technologies agree otherwise, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of a representative or class proceeding.

Liability Disclaimer

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. SEURAT TECHNOLOGIES AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SITE AT ANY TIME.

SEURAT TECHNOLOGIES AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE SITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED "AS IS" WITHOUT WARRANTY OR CONDITION OF ANY KIND. SEURAT TECHNOLOGIES INC AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL SEURAT TECHNOLOGIES AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE SITE, WITH THE DELAY OR INABILITY TO USE THE SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF SEURAT TECHNOLOGIES OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE SITE.

Termination/Access Restriction

Seurat Technologies reserves the right, in its sole discretion, to terminate your access to the Site and the related services or any portion thereof at any time, without notice. To the maximum extent permitted by law, this agreement is governed by the laws of the State of Massachusetts and you hereby consent to the exclusive jurisdiction and venue of courts in Massachusetts in all disputes arising out of or relating to the use of the Site. Use of the Site is unauthorized in any jurisdiction that does not give effect to all provisions of these Terms, including, without limitation, this section.

You agree that no joint venture, partnership, employment, or agency relationship exists between you and Seurat Technologies as a result of this agreement or use of the Site. Seurat Technologies' performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Seurat Technologies' right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Site or information provided to or gathered by Seurat Technologies with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Seurat Technologies with respect to the Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Seurat Technologies with respect to the Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be written in English.

Effective as of January 1, 2021

Seurat - Purchase Order Terms & Conditions (Supplier)

1. Scope and Acceptance

These Purchase Order Terms and Conditions (“Terms”) govern any purchase order (“PO”) issued by Seurat to purchase goods (“Products”) and/or services (“Services”). The issuance of a PO to the party identified as the supplier in the PO (“Supplier”) constitutes an offer by Seurat to purchase the Products or Services specified in the PO in accordance with and subject to these Terms. The Terms, together with the terms of the applicable PO, are referred to herein as the “Order.”

The Order constitutes the sole and entire agreement of the parties with respect to the subject matter of the Order and supersedes all prior or contemporaneous understandings, agreements, negotiations, representations, warranties, and communications, whether written or oral, relating thereto. Supplier’s acceptance of the Order occurs upon written acceptance, shipment, or commencement of performance. Any additional or conflicting terms proposed by Supplier are rejected and shall not apply unless expressly approved in writing in advance by Seurat. The terms and conditions of the Order prevail over any terms or conditions contained in any other documentation and expressly exclude any of Supplier’s general terms and conditions of sale or other documents issued in connection with the Order.

2. Pricing

Prices are firm and fixed for the term of the Order and include all costs unless expressly stated otherwise. No price increase shall apply without Seurat’s prior written consent.

3. Payment

Unless otherwise stated in writing, payment terms are net sixty (60) days from receipt of a valid invoice. Seurat may withhold payment for any disputed or non‑conforming Products or Services. Travel or other expenses are reimbursable only if expressly approved in writing in advance.

Seurat may offset any amounts owed by Supplier to Seurat against amounts payable under this Order.

4. Taxes

Prices exclude sales or use taxes Seurat is legally required to collect and remit. Supplier is responsible for all other taxes, duties, and charges arising from performance of the Order.

5. Delivery; Title; Risk of Loss

Delivery shall be DDP (Incoterms® 2020) to the delivery location specified in the Order unless otherwise agreed in writing. Title and risk of loss pass to Seurat upon acceptance of the Products.

6. Inspection and Acceptance

All Products and Services are subject to inspection and acceptance by Seurat upon delivery. Seurat may, at its sole option, inspect all or a sample of the Products, and may reject or return any or all portion of the Products if it determines the Products are damaged, defective, or non-conforming. Seurat may (a) terminate the Order in its entirety; (b) accept the Products or Services at a reasonably reduced price; (c) reject and/or return non‑conforming Products or Services at Supplier’s expense and/or; (d) require repair or replacement of the non-conforming Products or Services at Supplier’s expense. Payment does not constitute acceptance.

7. Cancellation

Seurat may cancel this Order, in whole or in part, for convenience upon written notice. Seurat’s liability shall be limited to conforming Products or Services delivered prior to the effective date of cancellation.

8. Warranties

Supplier warrants that:

Products and Services (i) conform to specifications, (ii) are free from defects in material and workmanship, (iii) are fit for their intended purpose, and (iv) comply with all applicable laws and regulations. Services shall be performed in a professional and workmanlike manner.
No claim, lien or action exists or is threatened against Supplier that would interfere with Seurat’s use or sale of the Products or Services and Seurat will receive good and valid title to the Products, free and clear of all encumbrances and liens of any kind.
Products or Services do not and will not infringe or misappropriate any third party’s patent or other intellectual property rights.

These warranties survive any delivery, inspection, acceptance, or payment of or for the Products by Buyer. These warranties are cumulative and in addition to any other warranty provided by law or equity. Any applicable statute or limitations runs from the date of Buyer’s discovery of the noncompliance of the Products or Services with the foregoing warranties.

9. Intellectual Property; Work Product

(a) Work Product Ownership. To the extent Supplier develops, authors, creates, or delivers any work product, deliverables, documentation, designs, data, reports, specifications, software, inventions, discoveries, improvements, or other materials (collectively, “Work Product”) specifically for Seurat under the Order, such Work Product shall be deemed a “work made for hire” to the maximum extent permitted by law, and shall be the sole and exclusive property of Seurat.

(b) Assignment. To the extent any Work Product does not qualify as a work made for hire, Supplier hereby irrevocably assigns, transfers, and conveys to Seurat all right, title, and interest worldwide in and to such Work Product, including all intellectual property rights therein.

(c) Background IP License. To the extent any Work Product incorporates Supplier’s pre-existing intellectual property (“Background IP”), Supplier grants Seurat a perpetual, irrevocable, worldwide, royalty-free, fully paid-up, transferable, and sublicensable license to use, reproduce, modify, distribute, display, and create derivative works of such Background IP solely as incorporated in or necessary to use the Work Product.

(d) Moral Rights Waiver. Supplier waives, and shall cause its personnel to waive, any moral rights or similar rights in the Work Product to the extent permitted by law.

10. Intellectual Property and Software

Any software provided in connection with Products or Services is licensed (not sold) to Seurat on a non-exclusive, perpetual, worldwide, royalty-free, fully paid-up, transferable, and sublicensable basis for use with, or in connection with, the Products and Seurat’s internal business operations. Supplier shall disclose in advance any open-source software and applicable license terms. Supplier represents that use of such software by Seurat will not require disclosure of Seurat proprietary source code or impose copyleft obligations.

11. Indemnification

Supplier shall indemnify, defend, and hold harmless Seurat and its officers, directors, employees, agents, and affiliates from all claims, damages, losses, costs, and expenses, including reasonable attorney and professional fees and costs arising out of Supplier’s breach, negligence, willful misconduct, product liability, or infringement of intellectual property rights in connection with any Products or Services provided under any order.

Supplier shall defend, indemnify, and hold harmless Seurat and its officers, directors, employees, agents, and affiliates from and against any and all claims, demands, actions, damages, losses, liabilities, costs, and expenses including reasonable attorneys’ fees and professional fees and costs arising out of or relating to any claim that the Products, or Services infringe, misappropriate, or otherwise violate any intellectual property rights of a third party, provided that Seurat promptly notifies Supplier of such claim and reasonably cooperates in the defense thereof.

Supplier shall have sole control of the defense and settlement of any claim; provided that Supplier shall not settle any claim in a manner that imposes any obligation or liability on Seurat, admits fault on behalf of Seurat, or includes injunctive or other equitable relief.

12. Limitation of Liability

EXCEPT FOR (A) SUPPLIER’S INDEMNIFICATION OBLIGATIONS, (B) BREACH OF CONFIDENTIALITY OR DATA SECURITY OBLIGATIONS, (C) INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS, (D) GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, OR (E) PERSONAL INJURY, DEATH, OR PROPERTY DAMAGE, IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR PUNITIVE DAMAGES.

SUPPLIER’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE ORDER SHALL NOT EXCEED TWO (2) TIMES THE TOTAL AMOUNTS PAID OR PAYABLE UNDER THE ORDER.

SEURAT SHALL HAVE NO LIABILITY EXCEPT TO PAY AMOUNTS PROPERLY DUE FOR CONFORMING PRODUCTS OR SERVICES.

13. Confidentiality

Supplier shall keep confidential all non‑public Seurat information and use such information solely to perform under this Order whether disclosed orally, in writing, or by other means, and shall not use or disclose such information except as necessary to perform under the purchase order or as required by law. Supplier acknowledges that unauthorized use or disclosure of confidential information may cause irreparable harm for which monetary damages may be inadequate, and agrees that the disclosing party shall be entitled to seek injunctive or equitable relief, in addition to any other remedies available at law or in equity. These confidentiality obligations shall survive completion or termination of the purchase order. Upon termination or completion of the Order, Supplier shall promptly return or destroy all Confidential Information, at Seurat’s option.

14. Insurance

Supplier shall, at its own expense, maintain commercially reasonable insurance coverage, including as applicable:

Commercial General Liability insurance with limits of not less than $1,000,000 per occurrence;
Product Liability insurance, if Products are supplied;
Workers’ Compensation insurance as required by law; and
Cyber or data security insurance, if Supplier accesses Seurat systems or data.

Upon request, Supplier shall provide certificates of insurance evidencing such coverage.

15. Data Protection and Security

Supplier shall implement and maintain reasonable administrative, technical, and physical safeguards designed to protect Seurat data from unauthorized access, disclosure, loss, or misuse. Supplier shall promptly notify Seurat of any actual or suspected data security incident involving Seurat data and cooperate in remediation efforts at Supplier’s expense.

16. Compliance with Laws

Supplier shall comply with all applicable laws, including export controls, labor laws, and anti‑bribery regulations.

17. Force Majeure

Neither party shall be liable for delays caused by events beyond reasonable control, to the extent such failure or delay is caused by events beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, riots, labor disputes, strikes, epidemics or pandemics, governmental orders or actions, fire, flood, earthquake, power outages, or failures of utilities or transportation networks. The affected party shall promptly notify the other party of the force majeure event and use commercially reasonable efforts to resume performance as soon as practicable. If such event continues for more than thirty (30) days, either party may terminate this Agreement upon written notice without further liability. Force majeure shall not excuse Supplier’s payment obligations or Seurat’s right to terminate under Section 7.

18. Assignment

Supplier may not assign, transfer, or subcontract this Order or any part of its rights or obligations under it without Seurat’s prior written consent.

19. Relationship of the Parties

The relationship between the parties is that of independent contractors. Nothing contained in the Order shall be construed as creating any agency, partnership, joint venture, employment or fiduciary relationship between the parties, and neither party shall have the authority to contract for or bind the other party in any manner whatsoever.

This Order is for the sole benefit of the parties hereto and their respective successors and permitted assigns.

20. Governing Law and Forum

This Order shall be governed by the laws of the Commonwealth of Massachusetts, excluding conflict‑of‑law principles and the CISG. The parties irrevocably submit to the exclusive jurisdiction and venue of the state and federal courts located within the Commonwealth of Massachusetts for any action arising out of or relating to this Agreement, and waive any objection based on inconvenient forum or lack of personal jurisdiction.

21. Notices

All notices under this Agreement shall be in writing and delivered to the parties at their respective addresses set forth in this Agreement or the applicable purchase order. Notices may be given by registered or certified mail (return receipt requested), nationally recognized courier service, or email. A notice shall be deemed effective upon receipt, provided that the party giving notice has complied with the requirements of this Section.

22. Miscellaneous

a) Survival. Sections 8 through 15, 17, and 18 shall survive expiration or termination of the Order.

(b) Waiver. Failure to enforce any provision shall not constitute a waiver.

(d) Severability. If any provision is held unenforceable, it shall be modified to the minimum extent necessary to be enforceable.

(e) Counterparts; Electronic Signatures. The Order may be executed electronically and in counterparts.

Effective as of February 20, 2026

Changes to Terms

Seurat Technologies reserves the right, in its sole discretion, to change the Terms under which www.seuratech.com is offered. The most current version of the Terms will supersede all previous versions. Seurat Technologies encourages you to periodically review the Terms to stay informed of our updates.

Seurat Technologies welcomes your questions or comments regarding the Terms:

Seurat Technologies

265 Ballardvale Street

Wilmington, Massachusetts 01887

Email Address:

info@seuratech.com

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