Platform Terms (v0.2)

Three documents govern Amerigo: these Platform Terms (every account), the Supplier Agreement (Amerigo and each manufacturer), and the Standard Terms of Sale (every order). The Privacy Policy is part of these terms.

These Platform Terms govern your account and your use of the Amerigo platform, whether you buy or make parts. They are one of three documents. The Supplier Agreement governs the relationship between Amerigo and each manufacturer. The Standard Terms of Sale govern every sale between a buyer and a manufacturer made through the platform. These Platform Terms carry no prices, rates, or payment terms; those live in the other two.

1. What Amerigo is

1.1 The platform. Amerigo Marketplace Corp., a New Jersey corporation ("Amerigo"), operates a sourcing platform where buyers send drawings and requests for quotation, Amerigo routes them to American manufacturers it has admitted to its network, and manufacturers quote through the platform.

1.2 Amerigo is an agent, not a seller. When a manufacturer quotes and a buyer accepts, the contract of sale is between that manufacturer and that buyer, on the Standard Terms of Sale. Amerigo acts as the manufacturer's limited agent to transmit the quote and to collect and hold payment. Amerigo does not sell the goods, does not take title to them, does not inspect them, and gives no warranty about them.

1.3 Who these terms bind. Anyone who opens an account, sends a drawing, or otherwise uses the platform. If you use the platform for a company, you accept these terms for that company and represent that you are authorized to do so.

2. The three documents

If these Platform Terms conflict with the Supplier Agreement on a matter between Amerigo and a manufacturer, the Supplier Agreement governs. If they conflict with the Standard Terms of Sale on a matter between a buyer and a manufacturer, the Standard Terms of Sale govern. Each document is version-numbered; the version you accepted, and the version in force when an order forms, is recorded.

3. Accounts and sign-in

3.1 Who may open an account. You must be at least 18 and acting for a business. A buyer account opens as soon as you verify your email, by sending a drawing or signing up. Manufacturer accounts are opened by Amerigo: Amerigo adds a manufacturer to its network from public information or by invitation, and the manufacturer takes ownership of the account from a link Amerigo sends, usually with the first request for quotation that fits it. Taking ownership includes accepting the Supplier Agreement. There is no open sign-up for manufacturers, and Amerigo may decline to add or keep any manufacturer without giving a reason. Amerigo may close any account under Section 15.

3.2 One account, one person. An account belongs to the person who opened it, acting for the company named on it. Do not share sign-in credentials. A company may have several accounts, one per person.

3.3 Ways to sign in. By a sign-in link emailed to your address, or by any other method the platform offers. A sign-in link works once and expires; anyone who opens it is treated as you, so keep your inbox secure. You are responsible for everything done under your account until you tell Amerigo it has been compromised.

3.4 Authority to bind. When you create an account, accept a quote, accept an agreement, or post an order event for a company, you represent that you are authorized to do that for the company, and the company is bound. Amerigo records the version, the time, your account, and the role you stated.

3.5 Accurate information. The name, company, email, and role on your account are accurate, and you update them when they change. Amerigo may suspend an account whose information is false.

4. Buyers

4.1 What you get. You may send drawings and requests for quotation, receive quotes from manufacturers Amerigo routes them to, message those manufacturers in the job's thread, accept quotes, and keep your jobs, quotes, files, and messages in one place. Amerigo does not promise that any request will receive a quote, or any number of quotes. A request is routed only when it carries a drawing or part file; the platform offers no other way to reach a manufacturer.

4.2 Ordering through Amerigo. A manufacturer you first met through the platform is an introduced manufacturer. For as long as you hold an account and for 12 months after, you place orders with an introduced manufacturer through the platform, including reorders and new jobs, and you pay for them through the platform. You do not invite or arrange for an introduced manufacturer to work with you outside the platform. Manufacturers you already worked with before the introduction are not covered; a manufacturer documents that prior relationship under its own agreement.

4.3 No direct payment. You pay Amerigo, as the manufacturer's agent, and never pay an introduced manufacturer directly for an order. Payment to Amerigo discharges your obligation to the manufacturer to the extent paid. Amerigo holds what you pay and releases it to the manufacturer on the schedule in the Standard Terms of Sale: the deposit share on the quote when the manufacturer starts production, and the rest only after you accept the goods or the inspection window closes without a claim, or as the Standard Terms of Sale otherwise provide.

4.4 Your purchase order. You may issue your own purchase order for your records. It must reference the Amerigo order number. Its terms do not change the order; the Standard Terms of Sale say why.

4.5 Quotes are the manufacturer's. Every quote names the manufacturer that made it. Amerigo does not set, approve, or mark up a manufacturer's price and does not warrant a quote's accuracy. A quote may be returned to the manufacturer for completion when it is missing required information; Amerigo does not otherwise hold, edit, or approve quotes.

4.6 Remedy for a breach of 4.2. If you order from an introduced manufacturer outside the platform, Amerigo may suspend or close your account and may recover from the manufacturer the commission that order would have carried. Amerigo charges you no penalty.

5. Manufacturers

5.1 The Supplier Agreement governs. A manufacturer's relationship with Amerigo, including commission, payment, non-circumvention, insurance, and what it represents about its facility and capabilities, is governed by the Supplier Agreement. These Platform Terms govern the account itself.

5.2 Acceptance before access. A manufacturer account has no dashboard, receives no requests for quotation, and receives no payouts until an authorized person has read and accepted the Supplier Agreement and the Standard Terms of Sale on the platform. Amerigo records that acceptance.

5.3 What buyers see. A manufacturer's profile, its stated capabilities and certifications, its name on every quote it sends, and its response record as Amerigo describes it. A manufacturer does not see other manufacturers' quotes or a buyer's target price.

6. Drawings and files you submit

6.1 They are yours. Drawings, models, specifications, photos, and any other file you submit remain your property, or your customer's. You represent that you have the right to submit them and to have the parts made.

6.2 What Amerigo does with them. Amerigo uses your files only to read them, route them to the manufacturers quoting the job, show them to those manufacturers, and keep them on the job for you. Amerigo does not publish them, sell them, or show them to anyone else. Manufacturers that receive them are bound to the same limits under the Supplier Agreement and the Standard Terms of Sale.

6.3 Amerigo's own undertaking. Amerigo keeps your files and the information in them confidential, protects them with at least reasonable care, and uses them for no other purpose. This undertaking lasts 5 years after you close your account, and for trade secrets for as long as they remain trade secrets.

6.4 Before you have an account. A drawing you submit before creating an account, from the landing page or by email, is held under this Section from the moment it arrives. Amerigo reads it and may prepare it for routing, but routes nothing to a manufacturer until you have an account and have sent it. If you do not create an account within 30 days, Amerigo deletes it.

6.5 Reading by software. Amerigo uses automated systems, including AI models, to read your drawings, extract specifications, and prepare a summary you confirm before anything is sent. Files are processed by Amerigo's service providers under contracts that prohibit any other use, and are not used to train any model. Amerigo's read is a starting point you confirm or correct; it is not a review of your design for manufacturability, safety, or compliance.

6.6 Export-controlled work. If a file is subject to U.S. export controls, you say so when you submit it. Amerigo currently declines export-controlled work at intake and does not route it.

6.7 Retention. Files stay on the job for as long as you hold an account, so you can reorder from them. After you close your account, Amerigo deletes them within 18 months, except copies it must keep by law and copies a manufacturer must keep under an order in progress.

7. Messages and email

7.1 The thread. Every conversation about a job has one thread on the platform. You may write in it on the platform or reply to the email that carries it; either way your message lands in the thread and reaches the other party in their inbox. A report about an order made in the thread counts as made on the platform.

7.2 Identity. Messages carry the sender's name and company. Amerigo verifies that a relayed email comes from the address on the account it belongs to, and rejects one that does not.

7.3 What a message can and cannot do. Messages are how you ask and answer questions about a job. They do not form, change, or cancel an order; only a quote, a revised quote, or an action on the platform does that, as the Standard Terms of Sale say.

7.4 Bank details. Do not send bank account details in a message. Payment moves only through the platform. A message that contains bank details is held and not delivered, and Amerigo tells the sender why.

7.5 Amerigo in the thread. Amerigo may write in a thread to ask a question, relay a document, or tell both parties where an order stands. Amerigo does not review the content of your messages except to operate the platform and enforce these terms.

8. Documents you forward

You may forward quotes, purchase orders, and other documents from your own suppliers to your account so they are filed with your parts. Amerigo stores them as your records. A forwarded document creates no order on the platform, involves Amerigo in no transaction, and is not shown to any manufacturer. Section 6 applies to them.

9. Verification is not an endorsement

Amerigo admits manufacturers to its network after reviewing the information they provide, speaking with them, and checking what it reasonably can. A manufacturer's stated capabilities, certifications, and facility are the manufacturer's own representations, made to Amerigo under the Supplier Agreement. "Vetted," "verified," and similar words on the platform describe Amerigo's process, not a guarantee of any manufacturer's work, financial standing, or conduct. You perform your own diligence, and the Standard Terms of Sale set out your remedies against a manufacturer.

10. Amerigo AI

10.1 What it is. Amerigo AI answers questions about your jobs, quotes, and orders, reads drawings, and prepares a request for quotation from them. It does not recommend manufacturers. It names a manufacturer, or puts you in contact with one, only on a job you have sent with a drawing or part file, and only the manufacturers quoting that job. To a visitor without an account, it says only whether the network can make a part. It works from the platform's own records and from what manufacturers have stated about themselves.

10.2 What it never does. It is not a directory: it never lists, ranks, or recommends manufacturers in the network in answer to a description of a part. It never invents or estimates a price; every price on the platform comes from a manufacturer's quote. It never states a manufacturer's capability or certification that the manufacturer has not stated and Amerigo has not recorded. It does not show a buyer another buyer's information, or a manufacturer another manufacturer's quotes.

10.3 No reliance. Its answers are assistance, not advice, and can be wrong. Decisions about your design, your suppliers, and your orders are yours. Anything it prepares for sending, such as a request for quotation or a message, is shown to you and sent only when you confirm it.

11. Acceptable use

You agree not to:

• submit a drawing, request, quote, or document you have no right to submit, or that is false or misleading;
• use the platform to find a manufacturer and then take the work outside it, in breach of Section 4.2 or the Supplier Agreement;
• scrape, copy, or harvest manufacturer profiles, quotes, or any other platform data, by hand or by software;
• interfere with the platform, probe its security, or use another person's account;
• send unlawful, harassing, or infringing content, or bank details, through the platform;
• submit export-controlled technical data without saying so, or to a manufacturer not authorized to receive it;
• use the platform for anything other than sourcing or making parts.

12. Data and privacy

12.1 The Privacy Policy explains what personal information Amerigo collects, why, who processes it, and your rights. It is part of these terms.

12.2 Platform data. Amerigo keeps records of requests, quotes, orders, messages, and outcomes to operate the platform, to route work to manufacturers that fit it, to detect misuse, and to improve the platform. Amerigo may publish aggregated figures about the market that identify no buyer, no manufacturer, and no price attributable to either.

12.3 Your data, your control. You may export the data on your account and ask Amerigo to delete your account. Records of completed orders, agreements you accepted, and anything Amerigo must keep by law are retained after deletion.

12.4 Service providers. Amerigo uses third parties to host the platform, process payments, send email and text messages, and run AI models. Each is bound to use your data only to provide its service to Amerigo. The Privacy Policy names the categories.

13. Fees

Amerigo charges buyers nothing to use the platform. The price a buyer pays is the price on the manufacturer's quote, on every payment method. Amerigo is compensated by the manufacturer under the Supplier Agreement; that compensation is not added to, shown on, or itemized for the buyer. Amerigo may introduce paid features in future on notice under Section 17; nothing you already use becomes paid without your agreement.

14. Disclaimers and limitation of liability

14.1 The platform as is. The platform is provided as is. Amerigo disclaims all implied warranties about it, including merchantability and fitness for a particular purpose, and does not warrant that it will be uninterrupted or error-free.

14.2 The goods. AMERIGO MAKES NO WARRANTY OF ANY KIND ABOUT ANY GOODS QUOTED, SOLD, OR DELIVERED THROUGH THE PLATFORM. Claims about goods are against the manufacturer under the Standard Terms of Sale.

14.3 No consequential damages. Amerigo is not liable to you for lost profits, lost business, or indirect, incidental, special, or consequential damages arising from the platform or these terms, however caused, even if advised of their possibility.

14.4 Cap. Amerigo's total liability to you under these terms, for all claims combined, will not exceed the greater of $500 and 10% of the Order Subtotal of the orders you placed through the platform in the 12 months before the claim. This cap does not apply to Amerigo's obligation to hold, release, or refund payment as the Standard Terms of Sale provide, which Amerigo owes in full, to Amerigo's breach of Section 6.3, for which Amerigo's liability will not exceed the greater of $50,000 and three times the cap above, or to Amerigo's gross negligence or willful misconduct.

14.5 Indemnity. You defend and indemnify Amerigo against third-party claims, and the losses and reasonable attorneys' fees that result, to the extent arising from your breach of these terms, your violation of law, or a claim that a file you submitted infringes someone's rights.

15. Suspension and termination

15.1 By you. You may close your account at any time. Orders in progress are completed under the Standard Terms of Sale, and Section 4.2 runs for its tail.

15.2 By Amerigo. Amerigo may suspend an account immediately, and close it on notice, for a breach of Section 4.2, 6.1, 7.4, or 11, for false account information, or for conduct that creates legal exposure for Amerigo or a manufacturer. Amerigo may close any account for any reason on 30 days' notice.

15.3 What survives. Sections 4.2 (for its tail), 4.3 (for orders in progress), 6, 12, 14, 16, and 17 survive closure.

16. Governing law and disputes

16.1 Law. These terms are governed by the laws of the State of New Jersey, without regard to its conflict-of-laws rules.

16.2 Forum. Any dispute between you and Amerigo under these terms is brought in the state or federal courts sitting in Middlesex County, New Jersey, and both parties consent to their jurisdiction. Either party may seek an injunction in any court to protect confidential information or intellectual property.

16.3 Disputes about an order. A dispute between a buyer and a manufacturer about an order is governed by the Standard Terms of Sale, including its claim process, not by this Section.

16.4 Time limit. A claim under these terms must be brought within 1 year after it arises.

17. Changes and versions

17.1 Versions. These terms are version-numbered. Amerigo records which version you accepted and when.

17.2 Changes. Amerigo may update these terms by posting a new version and emailing you at least 30 days before it takes effect. Your continued use after that date is acceptance; a change that materially reduces your rights requires you to accept it again before you can act on the platform. The Supplier Agreement and the Standard Terms of Sale change under their own sections.

17.3 Orders in progress. An order is governed by the versions in force when the buyer accepted the quote.

18. Contact and notices

Notices to Amerigo go to michael@amerigomarketplace.com. Notices to you go to the email address on your account. Notices about an order are given in that order's thread. Electronic acceptance of these terms by clicking on the platform has the same effect as a signature.

Amerigo Marketplace Corp. Version 0.2, effective September 22, 2026.