1. AGREEMENT OF TERMS
2. YOUR CODE OF CONDUCT
In consideration of your use of any of MachSol properties including Website, Services and Products, you agree to be solely responsible for: (a) providing true, accurate, current, and complete information about You as prompted by the Service’s and/or Product’s registration and/or Signup form (the "Registration Data"), and (b) maintaining and promptly updating the Registration Data to keep it true, accurate, current and complete. You are solely responsible for the security of your password. MachSol is not liable for any unauthorized use of the Website or Services or Products. You acknowledge and agree that certain Services may provide password-restricted access to customer information such as names, company details, license information and certain terms of your existing contracts to assist you in purchasing, maintaining and supporting your MachSol products. By using this Website and registering for the Services and Products, you consent to MachSol’s display of such information via the Services and Products and accept all risks of unauthorized access to such information. If you provide any information that is false, inaccurate, out of date, or incomplete, or MachSol has reasonable grounds to suspect that such information is false, inaccurate, not current, or incomplete, MachSol may suspend or terminate your account and refuse any and all current or future use of, or access to, the Services (or any portion thereof).
These Terms also cover use of our Blog and knowledge base that come under Services and confidential documents including Manuals, Licenses and Agreements to be collectively called Information ("Information") that you may find sensitive, confidential and technical resources that all prevail copyright and provision of these Terms held by MachSol. However, user generated or publicly provided material on Blog or KB that may include text, images, audio, video collectively called Content ("Content") may be inaccurate, inconsistent or inappropriate and may cause any loss, damage which may not be a concern or responsibility of MachSol. With this, You may not claim any legal right or held MachSol accountable for misuse of Information if available of Blog, KB or Website.
You may not submit any sort of the Web Content on Website, Blog, KB that violates or infringes anyone’s copyright, intellectual property rights or that is not appropriate and requires any age limit and restriction to access, read, view or use and it must not be obscene (and obscene as to minors), pornographic, racist, harassing, defamatory or objectionable in anyway.
You may not also involve in any sort of the activity that cause SPAM on Blog, KB and Website. However, whatever Web Content you provide or share with MachSol in any form should be on the basis nonproprietary and non-confidential unless where specified. Any sort of Content that you submit to MachSol in any form, you AGREE to give full rights to MachSol to publish, edit, delete, modify, use or reuse in any form for any purpose otherwise explicitly specified. You also AGREE not to use any Information, Services or Products in any unlawful way or activity or share with anyone until and unless you have written permission from MachSol.
3. INTELLECTUAL PROPERTY AND CONFIDENTIALITY
You shall use and/or permit only authorized users to gain access to the Services and Products and You agree to the following clauses.
Here with provision of Terms, You do not acquire any rights in Information, except the limited right to use Information as described above including associated intellectual property rights under copyright, trade secret, patent, or trademark laws. You do not gain any right of ownership of MachSol Services and Products, but only a limited right of use as per license that is revocable in accordance with the Terms and/or solely specified agreement. Any breach of the Terms will result in termination of Services and/or Products where applicable.
Your license is solely meant for Your own usage and the license keys must strictly be kept confidential and may include an expiration date that can result in the termination of the license to use MachSol Products upon expiration. Once terminated, you must cease use of Information and return or destroy all Information including Services and Products in your access and if You hold any information other than MachSol Services and Products, you must keep them confidential as per provision of this clause.
You must not share any Information, Services and Product with any of MachSol account holder, client or customer ("Customer"). Provision of this clause restricts you to disclose your purchasing value of any Products or Services and communicating in any form to discuss Information, Services and Products.
MachSol is committed to protect your privacy. All information collected concerning You as an individual or on behalf of Your Employer will never misuse or sell or rent user information to anyone. Furthermore, MachSol will not, without your consent, supply your name, address, credentials or any private information to any third party, nor except where (i) such transfer is a necessary part of the activities that we undertake, or (ii) we are required to do so by law.
If You have indicated that you are interested in receiving Information about MachSol Products, Services, activities and events, MachSol will send you communications electronically. In addition, MachSol may send you information that we feel may be of interest to you.
If You use Website and are asked for personal information at any point, You are only sharing that information with MachSol Inc. alone, unless otherwise stated. You will be using MachSol secure online Store for the information you give, such as your credit card number and contact information, is provided so that the transaction can take place.
MachSol may use Licensee corporate logo on client lists in various forms (e.g., printed, online, etc.) and in other marketing and sales collateral, for the sole purpose of identifying Licensee as a customer of MachSol. In any use of Licensee’s logo, MachSol will comply with any logo usage guidelines that Licensee may provide and MachSol will promptly fix any defect that Licensee bring to MachSol’s attention. MachSol may use Licensee’s name, logo, website link, quote, and any other information that Licensee may provide to develop press releases and other marketing and sales collateral in any form (e.g., print, audio, video, and other formats) that pertain to Licensee’s use of MachSol Products or Services. MachSol may publish and freely distribute all such information, quote(s), or input. MachSol will never broadly publish any personally identifiable information without Licensee’s prior written consent. MachSol is not obligated to publish or otherwise use any information or logo that Licensee may provide. The rights that Licensee grant to MachSol are without any fee or royalty.
Product licensee will, at licensee’s own expense, indemnify and hold MachSol, and its subsidiaries and affiliates, and all officers, directors, and employees thereof, harmless from and against any and all claims, actions, liabilities, losses, damages, judgments, grants, costs, and expenses, including reasonable attorneys’ fees (collectively, "Claims"), arising out of any use of the Products by licensee, any party related to Licensee, or any party acting upon your authorization in a manner that is not expressly authorized by this Agreement.
THE MACHSOL PRODUCTS OR ANY PRODUCT AND INFORMATION ARE LICENSED "AS IS," AND MACHSOL AND ITS LICENSORS, IF ANY DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND AGAINST INFRINGEMENT, TO THE MAXIMUM EXTENT AUTHORIZED BY LAW. WITHOUT LIMITATION OF THE FOREGOING, MACHSOL EXPRESSLY DOES NOT WARRANT THAT THE PRODUCT WILL MEET LICENSEE’S REQUIREMENTS (OR ITS RESELLER’S OR CUSTOMER’S) OR THAT OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR FREE. LICENSEE ASSUME RESPONSIBILITY FOR SELECTING THE PRODUCT TO ACHIEVE INTENDED RESULTS, AND FOR THE RESULTS OBTAINED FROM YOUR USE OF THE PRODUCT. LICENSEE SHALL BEAR THE ENTIRE RISK AS TO THE QUALITY AND THE PERFORMANCE OF THE PRODUCT.
8. LIMITATION OF LIABILITY
IN NO EVENT SHALL MACHSOL BE LIABLE TO LICENSEE OR ANY PARTY RELATED TO LICENSEE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES OR LOST PROFITS, EVEN IF MACHSOL HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ADDITIONALY, NO LIABILITY REMAINS ON MACHSOL FOR ANY OF THE INCURRED EXPENSES TO ACQUIRE PRODUCTS, ANY SOFTWARE OR HARDWARE OR ANY OTHER LOSS OR DAMAGES DUE TO DOWNLOAD OF PRODUCTS, INABILITY TO USE PRODUCTS, THEFT OF CONFIDENTIAL INFORMATION DUE TO UNAUTHORIZED ACCESS, MISUSE OF PRODUCTS OR INFORMATION IN ANYWAY. IT IS SOLELY YOUR OWN RESPONSIBILITY TO BACKUP AND/OR SECURE YOUR DATA AND INFORMATION. MACHSOL WILL NOT BE HELD ACCOUNTABLE FOR DATA AND INFORMATION LOSS. AND YOU AGREE TO KEEP MACHSOL NON-RESPONSIBLE AND YOU WILL NOT MAKE ANY LEGAL CLAIM AND WILL NOT SUE MACHSOL.
9. GENERAL TERMS
9.1. Governing Law and Choice of Forum
This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of California, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within the Southern District of California. To the maximum extent permitted by law, Licensee hereby consent to the jurisdiction and venue of such courts and waive any objections to the jurisdiction or venue of such courts. MachSol and Licensee disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement.
If Licensee obtained the Software in Europe, Russia, Middle East, & Africa this Agreement shall be governed by and interpreted in accordance with the laws of the Netherlands, not including its conflict of law principles. The parties disclaim the application of the United Nations Convention on Contracts for the International Sale of Goods to this Agreement. Any claim or dispute arising in connection with this Agreement shall be resolved through arbitration in accordance with the Arbitration Regulations of the Foundation for the Settlement of Automation Disputes in The Hague, all of this without prejudice to the parties right to request relief in interlocutory arbitration proceedings and without prejudice to the parties right to take protective pre-judgment measures.
Licensee is required to take all reasonable measures to avoid and reduce damages, in particular, to make back‐up copies of the Software and Licensee’s computer data subject to the provisions of this Agreement.
9.2. Legal Effect
This Agreement describes certain legal rights. Licensee may have other rights under the laws of your state or country. Licensee may also have rights with respect to the party from whom Licensee acquired MachSol Products. This Agreement does not change your rights under the laws of your state or country if the laws of your state or country do not permit it to do so.
If any term or provision of this Agreement is declared void or unenforceable in a particular situation, by any judicial or administrative authority, this declaration shall not affect the validity of enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any other situation.
Articles 2, 9, 10, 12, and 13 of this Agreement and all Sections thereof, shall survive the termination of this Agreement, regardless of the cause for termination, and shall remain valid and binding indefinitely.
The Article and Section headings contained in this Agreement are incorporated for reference purposes only and shall not affect the meaning or interpretation of this Agreement.
9.6. No Waiver
The failure of either party to enforce any rights granted hereunder or to take action against the other party in the event of any breach hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breaches.
MachSol reserves the right, in its sole discretion, to amend this Agreement from time to time. If there is a conflict between this Agreement and the most current version of this Agreement, posted at machsol.com, the most current version will prevail. If Licensee do not accept amendments made to this Agreement, then this license will be immediately terminated pursuant to Sections 7.
Licensee shall, in addition to the license fees required under this Agreement, pay all applicable sales, use, transfer, or other taxes and all duties, whether national, state, or local, however designated, that are levied or imposed by reason of the transaction contemplated under this Agreement, excluding income taxes on the net profits of MachSol. Licensee shall reimburse MachSol for the amount of any such taxes or duties paid or incurred directly by MachSol as a result of this transaction.
During the Term of this Agreement and for three years after its termination, Licensee will ensure that all books, records and other data (either in electronic form or as hard copies, as applicable) with respect to the Software and all of Licensee’s activities relating to this Agreement are maintained in accordance with customary accounting principles. MachSol has the right to inspect and audit such books, records and other data at MachSol’s expense during the Term of this Agreement and for three years thereafter. Such audit will take place at the locations where the applicable books, records and other data are maintained, upon not less than five business days prior notice, during normal business hours and in a manner that does not unreasonably interfere with Licensee’s operations. If the audit reveals unauthorized use of the Software, then, in addition to all other rights and remedies of MachSol, including but not limited to termination of this Agreement, Licensee must pay within five business days all required fees to cover the unauthorized use and, if the shortfall exceeds 5% of the amounts owed for the audited period, the costs incurred by MachSol to conduct the verification and any applicable late fees.