Cellborne Terms of Service

Effective Date: Mar 9, 2026

1. Overview

Welcome to Cellborne! The terms “Cellborne,” “we,” “us,” and “our” refer to Cellborne. Cellborne operates this website, customer portal, and related services, including all information, content, features, tools, and services made available through them (collectively, the “Services”), to provide quoting, order management, and related manufacturing services. These Terms of Service, together with any policies or documents expressly incorporated by reference (collectively, these “Terms”), govern your access to and use of the Services. Please read these Terms carefully, as they include important information about your legal rights and cover areas such as warranty disclaimers, limitations of liability, and the process by which requests for quotation may become binding orders. By accessing or using the Services, you agree to be bound by these Terms and our Privacy Policy. If you do not agree to these Terms, do not access or use the Services.

2. Access, Eligibility, and Account Approval

By agreeing to these Terms, you represent that you are at least the age of majority in your state or province of residence and that, if you are acting on behalf of a company or other entity, you have the authority to bind that entity to these Terms. Access to certain features of the Services, including the ability to submit a request for quotation (“RFQ”), accept a quote, or place an order, is limited to account holders approved by Cellborne in its sole discretion. Submission of a registration or sign-up request does not create an account and does not guarantee access to the Services. We may approve or deny any registration request in our sole discretion. You agree to provide accurate, current, and complete information during registration and at all other times you use the Services, including your name, business name (if applicable), email address, phone number, and location information. You represent and warrant that all information you provide is correct and that you have all rights necessary to provide it. You are solely responsible for maintaining the security of your account credentials and for all activity occurring under your account. You may not transfer, sell, assign, or license your account to any other person or entity without our prior written consent. We reserve the right to suspend, limit, or revoke account access at any time, including if we determine that an account application should not be approved, that an approved account should no longer remain active, or that the account holder has violated these Terms.

3. Manufacturing Services

Cellborne provides manufacturing-related services, which may include quoting, engineering review, manufacturability review, production, finishing, packaging, delivery coordination, and related support. References on the Services to products, parts, components, capabilities, materials, finishes, lead times, or specifications are for general informational purposes only unless expressly included in a written quote or order confirmation issued by Cellborne. We make reasonable efforts to present our capabilities, materials, and service descriptions accurately. However, descriptions, images, renderings, examples, specifications, and availability shown through the Services are illustrative only and may be changed at any time without notice. We reserve the right to decline any project, part, material, geometry, tolerance requirement, finish requirement, requested delivery date, or related service request in our sole discretion.

4. RFQs, Quotes, and Order Acceptance

4.1 RFQ Submission

Approved account holders may submit RFQs through the Services. An RFQ may require you to provide part files, drawings, specifications, material requirements, quantities, requested due dates, shipping information, and other information necessary for Cellborne to evaluate the request. You are solely responsible for ensuring that all files, drawings, models, specifications, instructions, and other information submitted in connection with an RFQ are accurate, complete, and suitable for manufacturing. Cellborne may rely on the information you provide and is not responsible for errors, omissions, inconsistencies, or ambiguities in customer-submitted materials. Submission of an RFQ constitutes only a request for Cellborne to review the project and, if it elects to do so, issue a quote. Submission of an RFQ does not obligate Cellborne to provide a quote, perform services, reserve capacity, or accept any future order.

4.2 Quotes

If Cellborne elects to respond to an RFQ, we may issue a quote identifying certain commercial and technical terms, which may include pricing, estimated lead times, scope, assumptions, quantity, material, finish, shipping terms, and quote validity period. Unless otherwise stated in writing, all quotes are non-binding until accepted by Cellborne as part of a confirmed order. Quotes are based solely on the information made available to Cellborne at the time of quoting. If customer-provided information changes, or if Cellborne discovers discrepancies, manufacturability concerns, missing information, or scope changes, Cellborne may revise or withdraw the quote at any time before order acceptance.

4.3 How an RFQ Becomes an Order

An RFQ becomes an order only when all of the following occur: (a) the customer has an approved account; (b) Cellborne issues a quote or otherwise offers to perform the requested work; (c) the customer affirmatively accepts the quote or otherwise submits the order through the Services in the manner designated by Cellborne; (d) the customer agrees to any applicable terms, pricing, and payment requirements; and (e) Cellborne sends written confirmation accepting the order. Until Cellborne issues written confirmation of acceptance, no order will be deemed accepted, and Cellborne will have no obligation to begin production, procure materials, reserve capacity, or meet any requested delivery date.

4.4 Order Review, Changes, and Cancellation

All accepted orders remain subject to Cellborne’s final review for manufacturability, compliance, material availability, capacity, pricing accuracy, and other business considerations. We reserve the right to reject, cancel, or require modification of any submitted or previously quoted order before production begins. Once an order has been accepted, changes or cancellations may not be possible, especially after engineering work, material procurement, production scheduling, or manufacturing has begun. If we agree to a change or cancellation, additional charges may apply, including for work performed, materials purchased, schedule disruption, scrap, or administrative costs. Because Cellborne provides custom manufacturing services based on customer specifications, accepted orders are non-returnable and non-refundable except to the extent expressly provided under these Terms, including the inspection, acceptance, and limited warranty provisions. No return of parts will be accepted without Cellborne’s prior written authorization.

5. Customer Materials, Files, and Responsibilities

You retain responsibility for all files, drawings, CAD models, specifications, tolerances, bills of materials, notes, and other content you submit to the Services or provide to Cellborne in connection with an RFQ or order (“Customer Materials”). You represent and warrant that: (i) you own or have sufficient rights to provide the Customer Materials to us and to authorize us to use them for quoting, engineering review, and manufacturing; (ii) the Customer Materials do not infringe or misappropriate any third-party rights; and (iii) the Customer Materials are accurate and complete for your intended use. Cellborne is not responsible for identifying design errors, omitted dimensions, conflicting tolerances, or fitness of the design for the customer’s intended use unless we expressly agree in writing to perform design, engineering, or validation services.

6. Pricing, Payment, and Billing

Prices, quotes, discounts, and promotions are subject to change without notice unless expressly stated otherwise in a written quote or order confirmation. Quoted pricing may be subject to assumptions, expiration periods, minimum quantities, setup charges, tooling charges, packaging charges, shipping charges, taxes, duties, and other applicable fees. The amount charged for manufacturing services will be the amount stated in Cellborne’s accepted quote or order confirmation, subject to any approved changes, corrections, or additional charges resulting from revised scope, inaccurate customer information, expedited handling, shipping adjustments, or other customer-requested modifications. You agree to provide current, complete, and accurate billing and payment information for all purchases. By placing an order, you represent and warrant that your payment information is true, correct, and complete, that you are authorized to use the selected payment method, and that you will pay all charges incurred, including taxes, shipping, and other applicable amounts. Cellborne may require prepayment, partial payment, milestone payments, credit approval, or other payment terms as a condition of accepting or continuing work on an order.

7. Lead Times, Shipping, Delivery, Title, and Risk of Loss

Any lead times, production windows, ship dates, and delivery dates communicated by Cellborne are estimates only unless expressly stated otherwise in writing. Manufacturing schedules depend on numerous variables, including design complexity, material availability, customer responsiveness, production capacity, quality review, and carrier performance. Cellborne is not liable for delays caused by customer changes, incomplete or inaccurate Customer Materials, force majeure events, supply chain disruption, material shortages, equipment downtime, labor issues, shipping carrier delays, customs processing, or other events outside our reasonable control. Unless otherwise agreed in writing, title to and risk of loss for manufactured parts pass to you upon delivery to the carrier or upon pickup by you or your designated agent.

8. Intellectual Property

Our Services, including but not limited to all text, displays, graphics, images, software, workflows, site design, branding, trademarks, logos, and related content, are owned by Cellborne, its affiliates, or licensors and are protected by applicable intellectual property laws. You must not reproduce, distribute, modify, create derivative works from, publicly display, publicly perform, republish, download, store, or transmit any material from the Services except as expressly permitted by these Terms or with our prior written consent. Except as expressly stated herein, nothing in these Terms grants any license or right under any patent, trademark, copyright, trade secret, or other intellectual property right of Cellborne or any third party.

9. Optional Tools and Third-Party Services

The Services may provide access to tools, integrations, or functionality offered by third parties. We do not control and are not responsible for third-party tools or services. Your use of any such tools is at your own risk and subject to the applicable third-party terms.

10. Third-Party Links

The Services may contain materials or links to websites, services, or resources operated by third parties. We are not responsible for examining or evaluating the content or accuracy of such third-party materials or websites, and your access to them is at your own risk.

11. Privacy Policy

All personal information we collect through the Services is subject to our Privacy Policy. Because the Services may be hosted or supported by third-party service providers, certain personal information may also be processed by those providers in order to operate the Services.

12. Feedback

If you submit ideas, suggestions, feedback, reviews, proposals, or other content to us (“Feedback”), you grant us a perpetual, worldwide, sublicensable, royalty-free license to use, reproduce, modify, publish, distribute, and display that Feedback in any medium for any lawful purpose, including to operate, improve, and promote the Services. You represent and warrant that you own or control all rights in your Feedback and that your Feedback will not violate any law or third-party right.

13. Errors, Inaccuracies, and Omissions

Occasionally there may be information on or in the Services that contains typographical errors, inaccuracies, or omissions relating to descriptions of services, capabilities, pricing, lead times, availability, or other matters. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel quotes or orders if any information is inaccurate, including after an RFQ has been submitted or a quote has been issued.

14. Prohibited Uses

You may use the Services only for lawful purposes. You may not use the Services: (a) for any unlawful, fraudulent, or malicious purpose; (b) to upload content or Customer Materials that you do not have the right to submit; (c) to infringe the intellectual property or other rights of any person or entity; (d) to interfere with or disrupt the Services; (e) to upload malicious code; (f) to submit false, misleading, or incomplete account, RFQ, billing, or order information; (g) to scrape, crawl, or data mine the Services without our written consent; or (h) to engage in conduct that may harm Cellborne, its systems, or other users. We reserve the right to suspend, disable, or terminate your account or access to the Services if we believe you have violated these Terms.

15. Termination

We may terminate these Terms or your access to the Services, in whole or in part, at any time in our sole discretion. You remain responsible for all obligations and amounts accrued through the date of termination. Any provisions that by their nature should survive termination will survive.

16. Disclaimer of Warranties

The information presented on or through the Services is provided for general informational purposes only. Cellborne does not warrant the accuracy, completeness, or usefulness of that information. EXCEPT AS EXPRESSLY STATED BY CELLBORNE IN A SEPARATE WRITTEN AGREEMENT OR ORDER CONFIRMATION, THE SERVICES AND ALL MANUFACTURING SERVICES, PARTS, DELIVERABLES, AND RELATED OUTPUTS ARE PROVIDED “AS IS” AND “AS AVAILABLE,” WITHOUT ANY REPRESENTATION, WARRANTY, OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, OR ANY WARRANTY THAT ANY PART OR SERVICE WILL BE SUITABLE FOR YOUR PARTICULAR APPLICATION, END USE, OR REGULATORY REQUIREMENTS.

17. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, CELLBORNE AND ITS AFFILIATES, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, CONTRACTORS, SERVICE PROVIDERS, AND LICENSORS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUE, DATA, BUSINESS OPPORTUNITY, GOODWILL, OR BUSINESS INTERRUPTION, ARISING OUT OF OR RELATED TO THE SERVICES, ANY RFQ, ANY QUOTE, ANY ORDER, ANY DELAY, OR ANY PART OR SERVICE PROVIDED BY CELLBORNE, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, CELLBORNE’S AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO THE SERVICES OR ANY ORDER WILL NOT EXCEED THE AMOUNTS PAID BY YOU TO CELLBORNE FOR THE SPECIFIC ORDER GIVING RISE TO THE CLAIM.

18. Indemnification

You agree to indemnify, defend, and hold harmless Cellborne and its affiliates, officers, directors, employees, agents, contractors, licensors, and service providers from and against any losses, damages, liabilities, claims, demands, actions, judgments, and expenses, including reasonable attorneys’ fees, arising out of or related to: (1) your breach of these Terms; (2) your Customer Materials; (3) your violation of any law or third-party right; or (4) your use of the Services.

19. Severability

If any provision of these Terms is determined to be unlawful, void, or unenforceable, that provision shall be enforced to the fullest extent permitted by law, and the remaining provisions shall remain in full force and effect.

20. Waiver; Entire Agreement

Our failure to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms, together with any policies or operating rules posted by us on the Services and any accepted quote or order confirmation issued by Cellborne, constitute the entire agreement between you and us regarding the Services, except to the extent superseded by a separate written agreement signed by both parties.

21. Assignment

You may not assign or transfer these Terms or any of your rights or obligations under them without our prior written consent. We may assign these Terms without restriction.

22. Inspection, Acceptance, and Notice of Defects

You shall inspect all delivered parts promptly upon receipt. Unless a different period is stated in a written quote, order confirmation, or separate written agreement, you must notify Cellborne in writing of any alleged nonconformity, shortage, visible damage, or other defect within ten (10) calendar days after delivery. Any claim for latent defects that could not reasonably have been discovered upon initial inspection must be made in writing within ten (10) calendar days after discovery, but in no event later than thirty (30) calendar days after delivery, unless otherwise required by applicable law. Your notice must include reasonable detail regarding the alleged defect, the affected part numbers or line items, quantities involved, supporting documentation, and any other information reasonably requested by Cellborne to investigate the claim. You must preserve the parts in their delivered condition pending Cellborne’s instructions and, if requested, return samples or affected parts for inspection. Failure to provide timely written notice in accordance with this Section constitutes acceptance of the parts and a waiver of the related claim to the fullest extent permitted by law.

23. Limited Warranty

Unless otherwise expressly stated in a written agreement signed by Cellborne, Cellborne warrants only that, at the time of delivery, manufactured parts will materially conform to the specifications expressly stated in the accepted quote and order confirmation, subject to the tolerances, assumptions, process limitations, and other conditions disclosed by Cellborne or inherent in the manufacturing process. This limited warranty does not apply to: (a) designs, specifications, or instructions provided by you; (b) defects or performance issues arising from Customer Materials; (c) normal variation within disclosed or commercially reasonable tolerances; (d) issues caused by misuse, improper storage, improper installation, modification, neglect, accident, wear, or use outside the intended or disclosed operating conditions; (e) cosmetic conditions that do not materially affect function, unless cosmetic criteria were expressly agreed in writing; or (f) customer-supplied materials, components, or tooling. As Cellborne’s sole obligation and your exclusive remedy for any valid warranty claim, Cellborne may, at its option, repair the nonconforming parts, replace the nonconforming parts, or issue a refund or credit for the portion of the price allocable to the nonconforming parts. Warranty remedies are conditioned on timely notice under Section 21 and Cellborne’s opportunity to inspect the affected parts.

24. Customer-Supplied Materials and Scrap Risk

If you supply materials, components, parts, hardware, inserts, or other property for use in connection with an RFQ or order, Cellborne may rely on your identification, specifications, quantities, and representations regarding suitability. Unless otherwise expressly agreed in writing, Cellborne does not warrant customer-supplied materials or components and is not responsible for defects, variability, contamination, certification issues, or performance failures attributable to them. Manufacturing operations inherently involve setup loss, testing, handling loss, breakage, and scrap risk. You acknowledge and agree that customer-supplied materials and components may be consumed, damaged, or rendered unusable in the ordinary course of inspection, setup, fixturing, testing, machining, finishing, or other manufacturing processes. Unless otherwise agreed in writing, Cellborne is not liable for the replacement cost of customer-supplied materials or components scrapped or damaged during ordinary processing, except to the extent caused solely by Cellborne’s gross negligence or willful misconduct where such standard is permitted by law. You are responsible for providing sufficient excess quantities of customer-supplied materials or components to account for ordinary manufacturing loss, testing, and scrap.

25. Tooling Ownership and Storage

Unless otherwise expressly agreed in writing, all tooling, fixtures, jigs, programs, setups, process sheets, inspection aids, and manufacturing methods developed or used by Cellborne in connection with an RFQ or order remain the property of Cellborne, even if a tooling charge, setup fee, engineering fee, or similar charge appears on a quote or invoice. If the parties expressly agree in writing that specific tooling is customer-owned, Cellborne may store such tooling as an accommodation only. Customer-owned tooling stored by Cellborne remains at your risk unless otherwise required by law or stated in a separate written agreement. Cellborne may discard, dispose of, or otherwise remove customer-owned tooling if it remains inactive for an extended period after reasonable notice to you, or if storage, condition, safety, or space constraints require it. Cellborne does not guarantee any minimum retention period, ongoing maintenance, or future availability of tooling unless expressly agreed in writing.

26. Confidentiality and Use of Customer Files

Cellborne will use Customer Materials and related non-public technical information provided by you for legitimate business purposes related to evaluating RFQs, performing engineering review, manufacturing parts, quality control, packaging, shipping, recordkeeping, legal compliance, internal improvement of operations, and other purposes reasonably related to providing the Services. Except as required to provide the Services, comply with law, protect our rights, or work with our employees, contractors, subprocessors, insurers, auditors, advisors, and service providers who are subject to appropriate obligations of confidentiality, Cellborne will not knowingly disclose your non-public Customer Materials to unrelated third parties without your consent. You acknowledge that ordinary business handling, backup, retention, transmission, and processing of Customer Materials may occur through Cellborne’s internal systems and third-party software or infrastructure providers. If you require heightened confidentiality obligations, data handling terms, or a nondisclosure agreement, those obligations must be separately agreed in writing and signed by Cellborne.

27. Export Controls and Sanctioned Party Compliance

You represent and warrant that your use of the Services, Customer Materials, and any parts or deliverables requested from Cellborne will comply with all applicable export control, import, customs, trade compliance, and economic sanctions laws and regulations. You shall not submit any Customer Materials, technical data, specifications, or requests that would require Cellborne to engage in prohibited transactions or that would violate applicable export control or sanctions laws. You further represent and warrant that you are not, and are not acting on behalf of, any person or entity that is the target of applicable sanctions or trade restrictions where such use would be unlawful. Cellborne may refuse or cancel any RFQ, quote, or order, or suspend performance, if Cellborne believes in good faith that doing so is necessary to comply with applicable trade compliance laws or risk controls.

28. Force Majeure

Cellborne is not liable for any failure or delay in performance caused by events beyond its reasonable control, including acts of God, natural disasters, fire, flood, earthquake, severe weather, epidemics, pandemics, war, terrorism, civil unrest, labor disputes, transportation disruptions, utility outages, internet or telecommunications failures, supplier failures, shortages of materials, governmental actions, embargoes, export restrictions, or equipment breakdown not caused by Cellborne’s willful misconduct. In the event of any such occurrence, Cellborne’s time for performance shall be extended for a period reasonably corresponding to the delay, and Cellborne may allocate limited capacity, materials, and inventory among its customers in any manner it determines to be commercially reasonable.

29. Payment Default, Collection Costs, and Liens

If you fail to make any payment when due, Cellborne may, to the fullest extent permitted by law and without limiting any other rights or remedies: (a) suspend work, shipments, or performance on the affected order and any other orders; (b) require advance payment or revised payment terms for future work; (c) charge interest on overdue amounts at the lesser of one and one-half percent (1.5%) per month or the maximum rate permitted by law; and (d) recover its reasonable costs of collection, including attorneys’ fees, agency fees, court costs, and related expenses. Until all amounts due are paid in full, Cellborne retains all rights and remedies available under applicable law with respect to unpaid goods, work in process, and delivered parts, including any right to reclaim, withhold delivery, stop goods in transit, or assert applicable lien, security, or similar rights where permitted.

30. Dispute Resolution; Governing Law; Venue

These Terms and any dispute arising out of or relating to the Services, any RFQ, any quote, any order, or any transaction between you and Cellborne shall be governed by and construed in accordance with the laws of the State of Washington, without regard to conflict of law principles. You and Cellborne agree that any action or proceeding arising out of or relating to these Terms or the Services shall be brought exclusively in the state or federal courts located in King County, Washington, and each party irrevocably submits to the personal jurisdiction and venue of those courts, except that Cellborne may seek injunctive or equitable relief in any court of competent jurisdiction to protect its confidential information, intellectual property, or collection rights.

31. Changes to Terms

We reserve the right to update, change, or replace any part of these Terms by posting changes to our website or customer portal. Your continued use of the Services after any such changes become effective constitutes acceptance of those changes.

32. Contact Information

Questions about these Terms should be directed to Cellborne at info@cellborne.com.