These MFSI App Terms and Conditions of Use (the “Terms” or “Agreement”) shall govern your use of any App that is owned, offered or operated by Metal Forming Systems, Inc (a company incorporated in Michigan, together with its subsidiaries, affiliated companies and permitted assigns hereinafter, individually and jointly, referred to as “MFSI”, “we,” “us” or “our”). By accessing the App, you agree to be bound by these Terms. If you do not agree to these Terms, please exit the App immediately and do not access any of information or materials associated with the App.
MFSI owns and/or operates the App, and we reserve the right, in our sole discretion, to change, modify, add or remove any portion of the App or these Terms, whether in whole or in part, at any time and for any reason. Changes to the Terms will be effective when posted. You agree to review the Terms periodically to be aware of any changes. Your continued use of this App after any changes to the Terms will be considered acceptance of those changes
1.1 “Account Information” means yours or any other App user’s personal identifiable information, such as name, address, name of business, user name, passwords, payment information, and other information used to access the user account associated with the App.
1.2 “App” means MFSI’s online software and services governed by this Agreement together with all related mobile applications. By way of clarification and avoidance of doubt, App shall include any online software by MFSI hereunder whether it is offered through a website or any other mobile platform.
1.3 “Customer” (or “You” or “User”) shall mean user of the App as a purchaser, licensee or lessee of an App under this Agreement.
1.4 “Subscription Fees” means all fees associated with your Subscription.
1.5 “Subscription Plan” means the applicable subscription level of packaged functionality and services as detailed on MFSI’s website.
1.6 “Subscription Term” means the period during which you have agreed to subscribe to an App.
1.7 “Supplementary Terms” means additional terms and conditions that apply to your access and use of certain features or functionality when you purchase, use, or enable such features or functionality.
You acknowledge and agree that MFSI is granting you a limited, non-exclusive, revocable, and non-transferable license under this Agreement to visit, view and/or use the App for duration of the Subscription Term. You may only use the App for personal, educational and non-commercial uses. You acknowledge and agree that the App is based on simplified analysis which gives approximate results. You shall not use them in any design or application where precise and accurate results are needed. You may not use the App if you are not at least 18 years of age. By using the App, you represent and warrant that you are at least 18 years old. You shall not resell, transfer, convey or assign this license to any other party without the prior written consent of MFSI. MFSI may, in its sole discretion, change, suspend or discontinue any part of the App at any time.
You shall not engage in any of the following activities:
3.1 Post, upload, publish, submit or transmit any content that: (i) infringes, misappropriates or violates MFSI’s or any third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil or criminal liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, pornographic, vulgar or offensive; (v) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual or group; (vi) is violent or threatening or promotes violence or actions that are threatening to any person or entity; or (vii) promotes illegal or harmful activities or substances
3.2 Duplicate, decompile, reverse engineer, disassemble or decode the App (including but not limited to any part thereof, or any underlying idea or algorithm), or attempt to do any of the same.
3.3 Use any robot, spider, crawlers or other automatic device, process, software or queries that intercepts, “mines,” scrapes or otherwise accesses the App, or any part thereof, to monitor, extract, copy or collect information or data from or through the App, or engage in any manual process to do the same.
3.4 Introduce on the App any viruses, trojan horses, worms, logic bombs or other materials that are malicious or technologically harmful.
3.5 Use the App for any illegal, harassing, unethical, or disruptive purposes.
3.6 Violate any applicable law or regulation in connection with your access to or use of the App.
3.7 Access or use the App from any country or region subject to a comprehensive U.S. embargo.
3.8 Access or use the App in any way not expressly permitted by these Terms or the Documentation.
3.9 Access or use the App in any manner that could disable, overburden, damage, disrupt or impair the App or interfere with any other party's access to or use of the App or use any device, software or routine that causes the same.
3.10 Access or use the App in any manner, including in regards to data storage, in excess of any fair usage limits as determined by MFSI in its sole discretion;
3.11 Attempt to gain unauthorized access to, interfere with, damage or disrupt the App, accounts registered to other users, or the computer systems or networks connected to the App.
3.12 Circumvent, remove, alter, deactivate, degrade or thwart any technological measure or content protections of the App.
You are responsible for maintaining the confidentiality of your Account Information, including but not limited to the restriction of access to your computer and/or account. Sharing of your User login or password is prohibited. You accept responsibility for any and all activities or actions that occur under your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account. You may not use as a username the name of another person or entity that is not lawfully available for use, or a name or trademark that is subject to any rights of another person or entity other than you, without appropriate authorization. You may not use as a username any name that is offensive, vulgar or obscene.
Our App, and products and services offered thereon, incorporate information, software, photos, videos, texts, designs, drawings, graphics, formulas, manuals, instructions, logos, notes, techniques, articles, and other materials that are proprietary information of MFSI and its affiliates and/or licensors, and may be otherwise protected by U.S. (and/or foreign) copyright, trademarks and/or patent laws (hereinafter “MFSI Proprietary Information”). You acknowledge and agree that you are granted a non-exclusive, non-transferable, and limited right to use MFSI Proprietary Information for your personal, educational and non-commercial uses only, but subject to your compliance with these Terms. You further acknowledge and agree that you shall not, directly or indirectly aid another person or entity, to modify, republish, transmit, distribute, resell, transfer, create derivative work of, or in any other way exploit the App and/or any other MFSI Proprietary Information, in whole or part, except for your personal or business use as permitted hereunder
You acknowledge and agree that your use of the App is limited to the duration of the Subscription Term. We may terminate or suspend your access to the App at any time, without prior notice or liability, at our sole discretion, for any reason whatsoever and either with or without cause. You may request to delete your own account at any time from within our account management page. Upon your request to delete all content from the App will immediately become inaccessible.
You agree to defend, indemnify and hold harmless MFSI and their employees, contractors, agents, officers and directors, licensors, suppliers and any third party information providers to the App, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of either (a) your use and access of the App, by you or any person using your account and password or (b) any breach of these Terms.
8.1 Our App is based on simplified analysis. Its rough results should not be used in making decisions in any project that can result in damage to you or other party. We do not guarantee the accuracy or reliability of the App’s content
8.2 WE ARE NOT LIABLE FOR ANY DAMAGES ARISING FROM YOUR USE OF THE APP. YOUR USE OF THE APP IS AT YOUR SOLE RISK. THE APP IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. THE APP IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR COURSE OF PERFORMANCE. IN NO EVENT SHALL MFSI, NOR ITS DIRECTORS, EMPLOYEES, PARTNERS, AGENTS, SUPPLIERS, OR AFFILIATES, BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. MFSI’S TOTAL AGGREGATE LIABILITY ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE AND THESE TERMS IS LIMITED TO THE GREATER OF (i) $20 USD; OR (ii) ONE HUNDRED PERCENT (100%) OF ANY AMOUNT YOU’VE PAID FOR YOUR SUBSCRIPTION IN THE PRECEDING TWELVE (12) MONTH PERIOD
MFSI DOES NOT WARRANT THAT (A) THE APP WILL FUNCTION UNINTERRUPTED, SECURE OR WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION; (B) ANY ERRORS OR DEFECTS WILL BE CORRECTED; (C) THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS; OR (D) THE RESULTS OF USING THE SERVICE WILL MEET YOUR REQUIREMENTS.
9.1 Severability. Should any provision of this Agreement be held unenforceable or in conflict with the law of any jurisdiction, then the validity of the remaining provisions shall not be affected by such a holding.
9.2 Governing Law. This Agreement shall be governed by and constituted and enforced in accordance with the internal laws of the State of Michigan without regards to conflicts of law, and shall be binding upon the parties hereto in the United States and worldwide.
9.3 Survival. All provisions of this Agreement that by their nature would survive termination of this Agreement shall survive termination of this Agreement.
9.4 Entire Agreement. These Terms constitute the entire agreement between you and MFSI regarding our App and supersede and replace any prior agreements we might have had between us regarding the App
9.5 Waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights.
9.6 Changes. We reserve the right, at our sole discretion, to modify or replace these Terms, including any Supplementary Terms, at any time. By continuing to access or use our App after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the App.