B2B Marketplace Terms of Service, UCC Disclaimers & Stripe Connect Agreement

1. Acceptance of B2B Commercial Terms These B2B Marketplace Terms of Service ("Terms") constitute a legally binding commercial agreement between your business entity ("Buyer," "Supplier," or "User") and **CompositeMatrix Technologies Inc.** ("CompositeMatrix"), a Delaware corporation. CompositeMatrix is strictly a **Business-to-Business (B2B) industrial platform** designed for shipyards, aerospace fabricators, automotive OEMs, and composite workshops.

2. Role as Marketplace Facilitator & Stripe Connect Split-Payment Architecture 1. **Marketplace Infrastructure Provider**: CompositeMatrix operates an electronic parametric catalog, AI engineering copilot (**CompositeGPT™**), and multi-vendor RFQ/procurement network. Unless explicitly stated on a commercial invoice, **CompositeMatrix is not the manufacturer or physical seller of record** of the chemical resins, carbon/glass reinforcements, or core materials listed on the Platform. 2. **Direct Contract with Verified US Distributors**: Physical fulfillment, Title transfer (FOB Origin / Regional Warehouse), and Safety Data Sheet (SDS) provision are executed directly by verified US distributors via **Stripe Connect Express / Custom** accounts. 3. **Platform Fee & Split Settlement**: When an RFQ invoice is settled through Stripe Connect, the transaction amount is split automatically between the fulfilling Distributor and CompositeMatrix's platform commission tier (typically 2.5% – 5.0%).

3. Uniform Commercial Code (UCC) Disclaimers & Limitation of Liability 1. **AS-IS Technical Data**: All ASTM mechanical values (including **ASTM D638** Tensile, **ASTM D648** HDT, **ASTM D790** Flexural, **ASTM D2583** Barcol, and **ASTM D2196** Viscosity) are normalized from manufacturer Technical Data Sheets (TDS) for preliminary engineering comparison only. 2. **Disclaimer of Warranties (UCC § 2-316)**: TO THE MAXIMUM EXTENT PERMITTED BY DELAWARE AND FEDERAL LAW, COMPOSITEMATRIX EXPRESSLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR MARINE OR AEROSPACE PURPOSE, AND NON-INFRINGEMENT. 3. **Liability Cap**: In no event shall CompositeMatrix's aggregate liability exceed the total platform fees paid by your organization to CompositeMatrix in the twelve (12) months preceding the claim, or **$1,000.00 USD**, whichever is greater.

4. Governing Law & Binding Arbitration (Delaware) These Terms are governed by the laws of the **State of Delaware** (without regard to conflict-of-law principles) and the **Federal Arbitration Act (9 U.S.C. § 1 et seq.)**. Any commercial dispute shall be resolved exclusively by binding arbitration administered by JAMS or the American Arbitration Association (AAA) in Wilmington, Delaware, on an individual basis (with a full class-action waiver).