Information about Ohio Emergency PPE Maker's Exchange

Terms of use

Ohio Emergency PPE Maker's Exchange terms of use

Terms of Use

Effective Date: April 14, 2020

PLEASE READ THIS TERMS OF USE CAREFULLY. IT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE SERVICE. YOU UNDERSTAND AND AGREE THAT BY CHECKING THE BOX AND REGISTERING FOR THE SERVICE, AND/OR USING ANY PART OF THE SERVICES PROVIDED BY OR THROUGH THE PLATFORM, YOU ARE AGREEING TO BE LEGALLY BOUND BY ALL OF THESE TERMS AND CONDITIONS, WHICH INCLUDES A LIMITED LICENSE, DISCLAIMERS OF WARRANTY, LIMITATIONS OF LIABILITY AND MANDATORY ARBITRATION OF DISPUTES AND CLASS ACTION AND JURY WAIVERS. IF YOU DO NOT AGREE TO THESE TERMS, YOU WILL HAVE NO LICENSE TO USE THE PLATFORM.

 

This Platform is operated by The Manufacturing Advocacy and Growth Network (“MAGNET”, “we”, “our”, or “us”) and owned by our licensors. The Terms of Use (“Terms”) governs your use of any online service location (e.g., website or mobile app) that posts a link to these Terms (“Site”), and also applies to all features, widgets, plug-ins, applications, content, downloads and other services make available through a Site, and/or that post or link to these Terms (collectively, the “Platform”), regardless of how you access or use it, whether via computer, mobile device or otherwise.

 

These Terms are an agreement between you (i.e., the corporation, business, other entity, or natural person) who develops or supplies products for sale that will be incorporated onto the Platform (“Seller”), or the buyer who utilizes this Platform (“Buyer”) and MAGNET, and sets forth your rights and obligations with respect to the use of the Platform.

 

In some instances, both these Terms and separate guidelines, rules, or terms of service or sale setting forth additional or different terms and/or conditions will apply to your use of the Platform or to a service or product offered via the Platform (in each such instance, and collectively “Additional Terms”). Please also review the terms of the Platform’s Privacy Policy, which you accept by using the Platform.

 

1. Registration, User Information, Privacy and Profile Pages.

 

     A. Registration. In order to access or use some (or potentially all) of the features on the Platform, you must first register through our online registration process. We may reject the use of any password, username, or e-mail address for any other reason in our sole discretion. You will provide true, accurate, current, and complete registration information about yourself, your service(s), and product(s) in connection with the registration process and, as permitted, to maintain and update it continuously and promptly to keep it accurate, current, and complete. You are solely responsible for all activities that occur under your account, password, and username – whether or not you authorized the activity. You are solely responsible for maintaining the confidentiality of your password and for restricting access to your device so that others may not access any password protected portion of the Platform using your name, username, or password. You will immediately notify us of any unauthorized use of your account, password, or username, or any other breach of security. You will not sell, transfer, or assign your account or any account rights.

 

     B. User Information. You acknowledge and agree that you are solely responsible for the accuracy and content of all such personal information, and you agree to keep it up to date. If any information that you provide, or if we have reasonable grounds to suspect that any information that you provide, is false, inaccurate, outdated, incomplete, or violates these Terms, any Additional Terms, or any applicable law, then we may suspend or terminate your account. We also reserve the more general and broad right to terminate your account or suspend or otherwise deny you access to it or its benefits – all in our sole discretion, for any reason, and without advance notice or liability. We will not be liable for any loss or damage (of any kind and under any legal theory) to you or any third party arising from your inability or failure for any reason to comply with any of the foregoing obligations.

 

     C. Data & Privacy. In the course of using the Platform or certain services or functionalities made available on or through the Site, You may provide certain personal information to us. MAGNET’s policies for collection and use of such personal information are set forth in our Privacy Policy for the Site (“Privacy Policy”), located at https://www.manufacturingsuccess.org/privacy-policy.  Our Privacy Policy is incorporated herein by this reference.

 

2. Platform Content, Ownership, Limited License, and Rights of Others.

 

    A. Content. The Platform contains a variety of: (i) materials and other items relating to MAGNET and its products and services, and similar items from our licensors and other third parties, including all layout, information, articles, posts, text, data, files, images, scripts, designs, graphics, button icons, instructions, illustrations, photographs, audio clips, music, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Platform, and the compilation, assembly, and arrangement of the materials of the Platform and any and all copyrightable material (including source and object code); (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of MAGNET (collectively, “Trademarks”); and (iii) other forms of intellectual property (all of the foregoing, collectively “Content”).

 

     B. Ownership. The Platform (including past, present, and future versions) and the Content are owned or controlled by MAGNET and our licensors and certain other third parties. All right, title, and interest in and to the Content available via the Platform is the property of MAGNET or our licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. MAGNET and its licensors own the copyright in the selection, compilation, assembly, arrangement, and enhancement of the Content on the Platform.

 

     C. Limited License. Subject to your strict compliance with these Terms and the Additional Terms, MAGNET grants you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferable license to (i) download (temporary storage only), display, view, use, play, and/or print the Content (excluding source and object code in raw form or otherwise, other than as made available to access and use to enable display and functionality) on a computer, mobile phone or other wireless device, or other Internet enabled device (each, a “Device”). The foregoing limited license (i) does not give you any ownership of, or any other intellectual property interest in, any Content, and (ii) may be immediately suspended or terminated for any reason, in MAGNET’s sole discretion, and without advance notice or liability.

 

     D. Rights of Others. In using the Platform, you must respect the intellectual property and other rights of MAGNET and others. Your unauthorized use of Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. MAGNET respects the intellectual property rights of others.

 

3. Content You Submit and Community Usage Rules.

 

     A. Trademark License. In order to use the Platform, you hereby grant to MAGNET, and represent and warrant that you have the right to grant to MAGNET, a revocable, royalty-free, non-exclusive, non-transferable, non-sublicensable, limited right and license to use, reproduce, and display as applicable, the names, logos, marks, nicknames, slogans, artwork, trademarks, trade names, service marks that at any time were or are owned, applied to be registered or registered, controlled, cleared for use by, or on behalf of, or licensed by you in connection with the Platform (collectively, the “User Marks”) and any User-Generated Content (defined below) provided by you such as any photographs and audiovisual content featuring your company and/or your products with your User Marks in connection with the Platform.

 

     B. User-Generated Content. MAGNET may now or in the future offer users of the Platform the opportunity to create, build, post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available on or submit through the Platform messages, avatars, text, illustrations, files, images, graphics, photos, comments, responses, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials and the ideas contained therein (collectively, “User-Generated Content”). Subject to the rights and license you grant in these Terms, you retain whatever legally cognizable right, title, and interest that you have in your User-Generated Content and you remain ultimately responsible for it.

 

    C. Non-Confidentiality of Your User-Generated Content.  Except as otherwise described in the Platform’s posted Privacy Policy or any Additional Terms, you agree that MAGNET does not assume any obligation of any kind to you or any third party with respect to your User-Generated Content. Upon MAGNET’s request, you will furnish us with any documentation necessary to substantiate the rights to such content and to verify your compliance with these Terms or any Additional Terms. You acknowledge that the Internet and mobile communications may be subject to breaches of security and that you are aware that submissions of User-Generated Content may not be secure, and you will consider this before submitting any User-Generated Content and do so at your own risk.

 

     D. License to MAGNET of Your User-Generated Content. Except as otherwise described in any applicable Additional Terms which specifically govern the submission of your User-Generated Content, you hereby grant to MAGNET, and you agree to grant to MAGNET, the non-exclusive, worldwide, royalty-free right and license to display and use, all or any portion of your User-Generated Content (and derivative works thereof), to provide the services via the Platform.

 

     E. Exclusive Right to Manage Our Platform. MAGNET may, but will not have any obligation to, review, monitor, display, post, store, maintain, accept, or otherwise make use of, any of your User-Generated Content, and MAGNET may, in its sole discretion, reject, delete, move, re-format, remove or refuse to post or otherwise make use of User-Generated Content without notice or any liability to you or any third party in connection with our operation of User-Generated Content venues in an appropriate manner.

 

     F. Enforcement.  MAGNET has no obligation to monitor or enforce your intellectual property rights to your User-Generated Content. MAGNET CANNOT AND DOES NOT ASSUME ANY LIABILITY FOR USER-GENERATED CONTENT, INCLUDING BUT NOT LIMITED TO, INCOMPLETENESS, INACCURACIES, OR INFRINGING MATERIALS, AND, AS BETWEEN YOU AND MAGNET, YOU HEREBY ASSUME ALL RISK OF HARM OR INJURY RESULTING FROM ANY USE OR RELIANCE ON SUCH USER-GENERATED CONTENT.

 

4. Representations and Warranties Related to Your User-Generated Content and Products.

 

     A. Each time you submit any User-Generated Content, you represent and warrant that (a) you have a lawful right to submit the User-Generated Content and grant MAGNET the rights to it that you are granting by these Terms and any Additional Terms, all without any MAGNET obligation to obtain consent of any third party and without creating any obligation or liability of MAGNET; (b) the User-Generated Content is accurate; (c) the User-Generated Content does not and, as to MAGNET’s permitted uses and exploitation set forth in these Terms, will not infringe any intellectual property or other right of any third party; and (d) the User-Generated Content will not violate these Terms or any Additional Terms.

 

     B. If you post a product, service, and/or company information, you represent and warrant that:

 

(i) Your User-Generated Content about such products and services are truthful and not misleading, deceptive or materially inaccurate in any way, including in relation to the availability, nature, terms or conditions or any other matter relating to the product being offered;

 

(ii) You agree (i) to provide the Buyer with such other information as is reasonably necessary to ensure that the Buyer is fully informed as to the intended and proper use of the products and services, including any lists of components or materials and any applicable instruction booklets and/or warning labels concerning the product, and (ii) to use commercially reasonable efforts to respond to additional buyer product and service inquiries;

 

(iii) Your product has been produced, manufactured, packaged and supplied strictly in accordance with the relevant consumer protection and product safety regulations and good manufacturing practices and that it complies, and you comply, with all applicable laws and codes of conduct; and

 

(iv) Your products and services have been produced, designed, manufactured, packaged, and supplied in a way that does not infringe any intellectual property rights of any third party.

 

5. Community Usage Rules.

 

As a user of the Platform, these Community Usage Rules (“Rules”) are here to help you understand the conduct that is expected of members of the Platform’s online communities (“Communities”).

 

     A. Nature of Rules. Your participation in the Communities is subject to all of the Terms, including these Rules:

 

Your User-Generated Content. All of your User-Generated Content either must be original with you or you must have all necessary rights in it from third parties in order to permit you to comply with these Terms and any Additional Terms. Your User-Generated Content should not contain any visible logos, phrases, or trademarks that belong to third parties. If you choose to submit photos to the Platform, link to embedded videos, or include other images of real people, then make sure they are of you or of you and someone you know – and only if you have their express permission to submit it.

 

Do Not Use for Inappropriate Purposes. Your User-Generated Content must not promote any infringing, illegal, or other similarly inappropriate activity.

 

Do Not Misrepresent Yourself, Your Products or Your User-Generated Content. Do not impersonate any other person, user, or company, and do not submit User-Generated Content that you believe may be false, fraudulent, deceptive, inaccurate, or misleading, or that misrepresents your Products or identity or affiliation with a person or company.

 

Don’t Damage the Platform or Anyone’s Computers or Other Devices. Your User-Generated Content must not submit viruses, Trojan horses, spyware, or any other technologies or malicious code that could impact the operation of the Platform or any computer or other Device.

 

If you submit User-Generated Content that MAGNET reasonably believes violate these Rules, then we may take any legally available action that we deem appropriate, in our sole discretion. However, we are not obligated to take any action not required by law. We may require, at any time, proof of the permissions referred to above in a form acceptable to us. Failure to provide such proof may lead to, among other things, the User-Generated Content in question being removed from the Platform.

 

     B. Your Interactions With Other Users; Disputes. You are solely responsible for your interaction with other users of the Platform, whether online or offline. We are not responsible or liable for the conduct or content of any user, including but not limited to those you may invite to collaborate on your MAGNET account. We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others (e.g., when you submit any personal or other information) and in all of your other online activities.

 

     C. MAGNET CANNOT AND DOES NOT ASSURE THAT OTHER USERS ARE OR WILL BE COMPLYING WITH THE FOREGOING RULES OR ANY OTHER PROVISIONS OF THIS AGREEMENT, AND, AS BETWEEN YOU AND MAGNET, YOU HEREBY ASSUME ALL RISK OF HARM OR INJURY RESULTING FROM ANY SUCH LACK OF COMPLIANCE.

 

6. Platform Use Restrictions.

 

     A. Platform Use Restrictions. You agree that you will not: (i) reverse engineer, decompile, disassemble, reverse assemble, or modify any Platform source or object code or any software or other products, services, or processes accessible through any portion of the Platform; (ii) engage in any activity that interferes with a user’s access to the Platform or the proper operation of the Platform, or otherwise causes harm to the Platform, MAGNET, or other users of the Platform; (iii) interfere with or circumvent any security feature of the Platform or any feature that restricts or enforces limitations on use of or access to the Platform, the Content, or the User-Generated Content; (iv) harvest or otherwise collect or store any information (including personally identifiable information about other users of the Platform, including e-mail addresses, without the express consent of such users); (v) attempt to gain unauthorized access to the Platform, other computer systems or networks connected to the Platform, through password mining or any other means; or (vi) otherwise violate these Terms or any Additional Terms.

 

     B. Content Use Restrictions. You also agree that, in using the Platform you will not copy, modify, reproduce, archive, sell, lease, rent, exchange, create derivative works from, publish by hard copy or electronic means, publicly perform, display, disseminate, distribute, broadcast, retransmit, circulate or transfer to any third party or on any third-party application or website, or otherwise use or exploit such Content in any way for any purpose except as specifically permitted by these Terms or any Additional Terms or with the prior written consent of an officer of MAGNET or, in the case of Content from a licensor, the owner of the Content.

 

     C. Availability of Platform and Content. MAGNET may immediately suspend or terminate the availability of the Platform and Content (and any elements and features of them), in whole or in part, for any reason, in MAGNET’s sole discretion, and without advance notice or liability.

 

     D. Reservation of All Rights Not Granted as to Content and Platform. These Terms and any Additional Terms include only narrow, limited grants of rights to Content and to use and access the Platform. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. All rights not expressly granted to you are reserved by MAGNET and its licensors and other third parties. Any unauthorized use of any Content or the Platform for any purpose is prohibited.

 

7. Procedure For Alleging Copyright Infringement

 

A. DMCA Notice. MAGNET will respond appropriately to notices of alleged copyright infringement that comply with the U.S. Digital Millennium Copyright Act (“DMCA”), as set forth below. If you own a copyright in a work (or represent such a copyright owner) and believe that your (or such owner’s) copyright in that work has been infringed by an improper posting or distribution of it via the Platform, then you may send us a written notice that includes all of the following:

 

(i) a legend or subject line that says: “DMCA Copyright Infringement Notice”;

 

(ii) a description of the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by a single notification, a representative list of such works;

 

(iii) a description of where the material that you claim is infringing or is the subject of infringing activity is located that is reasonably sufficient to permit us to locate the material (please include the URL of the Platform on which the material appears);

 

(iv) your full name, address, telephone number, and e-mail address;

 

(v) a statement by you that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law;

 

(vi) a statement by you, made under penalty of perjury, that all the information in your notice is accurate, and that you are the copyright owner (or, if you are not the copyright owner, then your statement must indicate that you are authorized to act on the behalf of the owner of an exclusive right that is allegedly infringed); and

 

(vii) your electronic or physical signature.

 

MAGNET will only respond to DMCA Notices that it receives by mail, e-mail at the addresses below:

 

By Mail:  MAGNET:  The Manufacturing and Growth Network

    1768 East 25th Street

    Cleveland, OH 44114

 

By E-Mail: info@manufacturingsuccess.org

 

It is often difficult to determine if your copyright has been infringed. MAGNET may elect to not respond to DMCA Notices that do not substantially comply with all of the foregoing requirements, and MAGNET may elect to remove allegedly infringing material that comes to its attention via notices that do not substantially comply with the DMCA.

 

Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.

 

We may send the information that you provide in your notice to the person who provided the allegedly infringing work. That person may elect to send us a DMCA Counter-Notification.

 

Without limiting MAGNET’s other rights, MAGNET may, in appropriate circumstances, terminate a repeat infringer’s access to the Platform and any other website owned or operated by MAGNET.

 

B. Counter-Notification. If access on the Platform to a work that you submitted to MAGNET is disabled or the work is removed as a result of a DMCA Notice, and if you believe that the disabled access or removal is the result of mistake or misidentification, then you may send us a DMCA Counter-Notification to the addresses above. Your DMCA Counter-Notification should contain the following information:

 

(i) a legend or subject line that says: “DMCA Counter-Notification”;

 

(ii) a description of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled (please include the URL of the Platform from which the material was removed or access to it disabled);

 

(iii) a statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;

 

(iv) your full name, address, telephone number, e-mail address, and the username of your account;

 

(v) a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located (or, if the address is located outside the U.S.A., to the jurisdiction of the United States District Court for the Central District of California), and that you will accept service of process from the person who provided DMCA notification to us or an agent of such person; and

 

(vi) your electronic or physical signature. Please note that the DMCA provides that any person who knowingly materially misrepresents that material or activity was removed or disabled by mistake or misidentification may be subject to liability.

 

If we receive a DMCA Counter-Notification, then we may replace the material that we removed (or stop disabling access to it) in not less than ten (10) and not more than fourteen (14) business days following receipt of the DMCA Counter-Notification. However, we will not do this if we first receive notice at the addresses above that the party who sent us the DMCA Copyright Infringement Notice has filed a lawsuit asking a court for an order restraining the person who provided the material from engaging in infringing activity relating to the material on the Platform. You should also be aware that we may forward the Counter-Notification to the party who sent us the DMCA Copyright Infringement Notice.

 

8. Third-Party Sites; Dealings with Sellers

 

     A. Third-Party Content and Sites. The Platform may contain third party plug-ins and/or applications, and/or links to third-party websites that are not owned, controlled or operated by MAGNET, and the Platform may also include links to third-party ads on the Platform or otherwise, to or from third-party websites (collectively, “Third-Party Sites”), including websites operated by Buyers, licensors, licensees, and certain other third parties who may have business relationships with MAGNET. MAGNET may have no control over the content, operations, policies, terms, or other elements of Third-Party Sites, and MAGNET does not assume any obligation to review any Third-Party Sites. MAGNET does not necessarily endorse, approve, or sponsor any Third-Party Sites, or any third-party content, information, materials, products, services, or other items. Furthermore, MAGNET is not responsible for the quality or delivery of the services offered, accessed, obtained by or advertised at such Third-Party Sites.

 

     B. Dealings between Sellers and Buyers. Any interactions, correspondence, transactions, and other dealings that you have with any Buyers or Sellers found on or through the Platform are solely between you and the third party, including those related to, advertisements, payments, delivery of goods, warranties (including product warranties), privacy and data security, and the like. MAGNET disclaims all liability in connection therewith.

 

9. Disputes; Arbitration; Governing Law; Jury and Class Action Waivers; and Limitation of Time to Bring Claims. These Terms shall in all respects be governed by the laws of the State of Ohio without reference to its principles of conflicts of laws that could result in application of other law, regardless of your location. Both parties acknowledge and agree that the U.N. Convention on Contracts for the International Sale of Goods shall not apply to the license of the Platform hereunder. You acknowledges that MAGNET’s rights and your obligations to MAGNET are of a unique and irreplaceable nature, the loss of which shall irreparably harm MAGNET and which cannot be replaced by monetary damages alone so that MAGNET shall be entitled to seek injunctive or other equitable relief (without the obligation of posting any bond or surety) in the event of any breach or anticipatory breach by you. You agree that any suit, action or proceeding arising out of or relating to these Terms or any of the transactions contemplated herein or related to the Platform or services herein (including, without limitation, statutory, equitable or tort claims) shall be resolved solely by binding arbitration before a sole arbitrator under the commercial dispute rules and regulations of the American Arbitration Association (“AAA”); provided, however, that notwithstanding the parties’ decision to resolve any and all disputes arising under these Terms through arbitration, MAGNET may bring an action in any court of applicable jurisdiction to protect its intellectual property rights or to seek to obtain injunctive relief or other equitable relief from a court to enforce the provisions these Terms or to enforce the decision of the arbitrator. Any arbitration shall be held in Cleveland, Ohio and to the extent an action at law is permitted hereunder, you consents to the jurisdiction and venue of the courts located in Cuyahoga County, Ohio. The parties agree that questions of arbitrability shall be decided by the arbitrator. The parties will split the arbitrator’s fee. Disputes will be resolved only on an individual basis and will not be consolidated with any other claims, suits or other proceedings that involve any claim or controversy of any other party. If, for any reason, any court with competent jurisdiction or any arbitrator selected pursuant to this Section holds that this restriction is unconscionable or unenforceable, then our agreement in this Section to arbitrate will not apply and the dispute must be brought exclusively in court pursuant to this Section; provided, however, that you expressly waive the right to a jury trial with respect to any such dispute. The prevailing party in any action to enforce or interpret these Terms shall be entitled to an award of its costs and expenses (including, without limitation, reasonable, outside attorneys fees). TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IF YOU OR WE WANT TO ASSERT A DISPUTE (BUT NOT AN EXCLUDED DISPUTE) AGAINST THE OTHER, THEN YOU OR WE MUST COMMENCE IT) WITHIN ONE (1) YEAR AFTER THE DISPUTE ARISES – OR IT WILL BE FOREVER BARRED.

 

10. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES

 

The Site and Platform, including all services made available or accessed through the Platform, is provided on an “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS” BASIS. MAGNET specifically disclaims all warranties as to: (a) the Platform (including the Content and the User-Generated Content); (b) the functions, features, or any other elements on, or made accessible through, the Platform; (c) any products, services, or instructions offered or referenced at or linked through the Platform; (d) security associated with the transmission of your User-Generated Content transmitted to MAGNET or via the Platform; (e) whether the Platform or the servers that make the Platform available are free from any harmful components (including viruses, Trojan horses, and other technologies that could adversely impact your Device); (f) whether any defects to or errors on the Platform will be repaired or corrected; (g) whether your access to the Platform will be uninterrupted; (h) whether the Platform will be available at any particular time or location; and (i) whether your use of the Platform is lawful in any particular jurisdiction.

 

EXCEPT FOR ANY SPECIFIC WARRANTIES PROVIDED HEREIN OR IN ADDITIONAL TERMS PROVIDED BY A MAGNET, MAGNET HEREBY FURTHER DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR MISAPPROPRIATION OF INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

 

11. LIMITATIONS OF OUR LIABILITY

 

TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL MAGNET BE RESPONSIBLE OR LIABLE FOR ANY LOSS OR DAMAGES OF ANY KIND, including personal injury or death or for any direct, indirect, economic, exemplary, special, punitive, incidental, or consequential losses or damages that are directly or indirectly related to: (a) the Platform (including the Content and the User-Generated Content); (b) your use of or inability to use the Platform, or the performance of the Platform; (c) any action taken in connection with an investigation by MAGNET or law enforcement authorities regarding your access to or use of the Platform; (d) any action taken in connection with copyright or other intellectual property owners or other rights owners; (e) any errors or omissions in the Platform’s technical operation; or (f) any damage to any user’s computer, hardware, software, modem, or other equipment or technology, including damage from any security breach or from any virus, bugs, tampering, fraud, error, omission, interruption, defect, delay in operation or transmission, computer line, or network failure or any other technical or other malfunction, including losses or damages in the form of lost profits, loss of goodwill, loss of data, work stoppage, accuracy of results, or equipment failure or malfunction.

 

The foregoing limitations of liability will apply even if any of the foregoing events or circumstances were foreseeable and even if MAGNET was advised of or should have known of the possibility of such losses or damages, regardless of whether you bring an action based in contract, negligence, strict liability, or tort (including whether caused, in whole or in part, by negligence, acts of god, telecommunications failure, or destruction of the Platform).

 

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages of the sort that are described above, so the above limitation or exclusion may not apply to you. EXCEPT AS MAY BE PROVIDED IN ANY ADDITIONAL TERMS, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MAGNET’S TOTAL LIABILITY TO YOU, FOR ALL POSSIBLE DAMAGES, LOSSES, AND CAUSES OF ACTION IN CONNECTION WITH YOUR ACCESS TO AND USE OF THE PLATFORM AND YOUR RIGHTS UNDER THESE TERMS, EXCEED AN AMOUNT EQUAL TO THE AMOUNT YOU HAVE PAID MAGNET IN FOR THE SERVICES THAT UNDERLIE THE CLAIMS.

 

12. Updates to Terms. EACH TIME YOU USE THE PLATFORM YOU ARE AGREEING TO THE THEN APPLICABLE TERMS AND CONDITIONS AND YOU AGREE THAT WE MAY NOTIFY YOU OF OTHER TERMS BY UPDATING THE DATE ABOVE, AND THAT YOUR USE OF THE SERVICE AFTER SUCH NOTICE CONSTITUTES YOUR GOING FORWARD AGREEMENT TO THE OTHER TERMS FOR YOUR NEW USE AND TRANSACTIONS.

 

13. Indemnity. You will indemnify and hold MAGNET (including our affiliates and subsidiaries, as well as our and their respective officers, directors, employees, agents) harmless from any claim or demand, including reasonable legal fees, made by any third party due to or arising out of your breach of these Terms, your improper use of the Platform, a dispute between you and any other user of the Platform, or your breach of any law or the rights of a third party.

 

14. Release. If you have a dispute with one or more users, you release MAGNET (and our affiliates and subsidiaries, and our and their respective officers, directors, employees and agents) from claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims which you may know or suspect to exist in your favor at the time of agreeing to this release.

 

15. Severability; Interpretation; Waiver. If any provision of these Terms, or any Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable by a court or arbitrator of competent jurisdiction, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms (which will remain in full force and effect). To the extent permitted by applicable law, you agree to waive, and you hereby waive, any applicable statutory and common law that may permit a contract to be construed against its drafter. Wherever the word “including” is used in these Terms or any Additional Terms, the word will be deemed to mean “including, without limitation.” The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms. Except as expressly set forth in these Terms or any Additional Terms, (i) no failure or delay by you or MAGNET in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy, and (ii) no waiver or modification of any term of these Terms or any Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.

 

16. Assignment. MAGNET may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of MAGNET.