Terms of Service

These Terms of Service ("Terms") form a binding agreement between you and Fabmaster, a service operated by RH Held Trust ("Fabmaster," "we," "us," or "our"). By creating an account, listing a shop, posting a job, or otherwise accessing or using the Fabmaster platform at fabmaster.ai (the "Platform"), you confirm that you have read, understood, and agreed to these Terms and to our Privacy Policy.

If you are using the Platform on behalf of a company or other legal entity, you represent that you are authorized to bind that entity to these Terms. If you do not agree, do not use the Platform.

Fabmaster operates strictly as a neutral technology platform that connects U.S. buyers of metal fabrication with credentialed fabrication shops ("Vendors"). Fabmaster is not a manufacturer, contractor, broker, agent, employer, or representative of any Buyer or Vendor.

We do not design, engineer, produce, fabricate, inspect, assemble, ship, install, warrant, certify, or take title to any goods or work performed through introductions made on the Platform. We do not supervise, manage, or guarantee the work of any Vendor.

Any contract for fabrication services is formed solely between the Buyer and the Vendor. Verification, ratings, AI-assisted matching, and capability profiles are trust signals only — they are not guarantees of quality, fitness for a particular purpose, schedule, compliance, or outcome.

You must be at least 18 years old and capable of forming a legally binding contract. Vendor accounts must represent a U.S.-registered legal entity operating a domestic fabrication facility, and must complete the applicable verification stack before any listing is made visible to Buyers.

You agree to provide accurate, current, and complete information; to keep your credentials confidential; and to be solely responsible for all activity under your account. You must promptly notify us of any unauthorized use.

When a Buyer accepts a Vendor's quote, the Buyer is charged a 10% engagement fee on the accepted quote amount, processed through Stripe at the moment of acceptance. The engagement fee is non-refundable once paid, except where required by law. After Stripe processing costs and platform expenses, Fabmaster's net retention from the engagement fee is approximately 7.3% of the accepted quote.

Payment of the engagement fee is what unlocks identity reveal, the secure Data Room, and the standing platform protections for that transaction.

Job payments are direct. All payments for the underlying fabrication work — including deposits, milestones, balances, materials, freight, and any additional scope — flow directly between Buyer and Vendor under the payment model selected at acceptance. Fabmaster does not act as escrow, paymaster, factor, or settlement agent for those payments.

Vendor membership fees (Basic, Verified, Premium Certified) are billed in advance on the cadence selected at signup and are non-refundable except as expressly stated on the Pricing page.

The Platform's verification, anonymity, dispute, and payment-protection mechanisms are funded by the engagement fee. The following actions defeat that model and are strictly prohibited:

• Disclosing or attempting to discover the legal identity, address, or direct contact information of the counterparty before the Buyer has accepted a quote and paid the engagement fee.
• Soliciting or agreeing to transact off-Platform for any introduction originated through Fabmaster, in order to avoid or reduce the engagement fee.
• Circumventing the verification stack, the Data Room access flow, the anonymous-handle system, or the in-Platform messaging audit trail.
• Using third-party intermediaries, shell entities, or related accounts to disguise an off-Platform transaction.

If either party engages in any of the foregoing in connection with a Fabmaster introduction, all Platform protections for that transaction are voided. Both the Buyer and the Vendor are jointly and severally liable to Fabmaster for the engagement fee that would have been due, plus reasonable enforcement costs and attorneys' fees. Fabmaster may suspend or terminate either or both accounts and remove ratings and verification badges without notice.

To the maximum extent permitted by law, the Platform is provided on an "as is" and "as available" basis, without warranties of any kind, whether express, implied, statutory, or otherwise, including warranties of merchantability, fitness for a particular purpose, title, non-infringement, accuracy, or uninterrupted operation.

In no event will Fabmaster, RH Held Trust, or their affiliates, officers, members, employees, or agents be liable for any indirect, incidental, special, consequential, exemplary, or punitive damages; lost profits; lost revenue; lost data; business interruption; cost of cover; or damages arising from goods or services performed by any Vendor.

Aggregate liability cap. Fabmaster's total aggregate liability arising out of or related to any single transaction is limited to the platform fees actually paid to Fabmaster in connection with that specific transaction. For non-transaction claims, aggregate liability is limited to the membership fees paid to Fabmaster by the claiming party in the twelve (12) months preceding the claim.

Indemnification. You agree to defend, indemnify, and hold harmless Fabmaster and RH Held Trust from and against any claim, demand, loss, liability, damage, or expense (including reasonable attorneys' fees) arising out of: (a) your use of the Platform; (b) your violation of these Terms; (c) any contract you enter into with a counterparty introduced through the Platform; or (d) any goods or services you produce, deliver, accept, or use.

Any dispute, claim, or controversy arising out of or relating to these Terms or the Platform — including the existence, scope, or validity of this arbitration clause — shall be resolved by binding individual arbitration administered by the American Arbitration Association (AAA) under its Commercial Arbitration Rules (or Consumer Arbitration Rules where applicable). The arbitration shall be conducted in English, before one arbitrator, seated in Wilmington, Delaware, with the option for telephonic or video hearings.

Class action and jury trial waiver. You and Fabmaster each waive any right to a jury trial and any right to participate in a class action, collective action, mass action, or representative proceeding. Disputes must be brought in an individual capacity only.

Notwithstanding the foregoing, either party may seek temporary injunctive relief in a court of competent jurisdiction to protect intellectual property, confidential information, or to enforce the off-Platform prohibition while arbitration is pending.

You may close your account at any time from your account settings. Fabmaster may suspend or terminate your access immediately, with or without notice, for any breach of these Terms, the Vendor Registration Agreement, the Buyer Agreement, the standing platform NDA, applicable law, or for conduct that creates risk to the Platform or other users.

Sections that by their nature should survive termination — including Platform Role, Engagement Fee obligations already accrued, Off-Platform Transactions, Liability, Indemnification, Dispute Resolution, and Governing Law — will survive.

We may update these Terms from time to time. Material changes will be communicated through the Platform or by email to the address associated with your account, with reasonable advance notice where feasible. Your continued use of the Platform after the effective date constitutes acceptance of the revised Terms.

These Terms are governed by the laws of the State of Delaware, without regard to its conflict-of-laws principles. Subject to the arbitration provisions above, the state and federal courts located in Wilmington, Delaware, will have exclusive jurisdiction over any matter not subject to arbitration.

Questions about these Terms may be directed to legal@fabmaster.ai.