Posted and Effective: October 1st, 2014
- Access. Every Subscriber and End User (each also referred to herein as a “Customer”) is authorized to use the Services for the duration of the applicable subscription solely in accordance with these Terms.
- Modifications to the Services. Microsystems may, without prior notice, update the Services from time to time, which may include adding, changing or eliminating features.
AccountsTo obtain access to the Services, each Subscriber will open an account by completing a registration form and designating a user id and password for each End User. When registering, each Customer must provide accurate information, and must promptly update all registration information to keep it accurate, current and complete. Only the End User associated with a particular user id may use that user id to access or use the Services.
Restricted UsesNo Customer will (i) sell, resell, or lease the Services; or (ii) reverse engineer the Services, or attempt or assist anyone else to do so, unless this restriction is prohibited by law, (iii) access or attempt to access Services to which they are not lawfully subscribed, (iv) access the Service in an automated or programmatic manner or allow their account to be used to do so, (v) use the Service to transmit or store any malicious code, (vi) access the Service or use the Output Data to create a competitive product or service, or (vii) interfere with the integrity or performance of the Service or any third-party data contained therein.
User ContentMicrosystems disclaims any ownership interest in any data uploaded into the Services by any Customer (“Customer Content”). Unless Customer selects a different option, the Services do not store any Customer Content, except during a live session to transmit the Customer Content from the local client to the Services’ server for the purpose of effecting the functionality of the Services. The Services may store and use certain user preferences or usage history, for the purpose of delivering or improving the Services.
Output DataThe Services may generate certain information which is made available to a user in the interface for the Service (the “Output Data”). The Output Data constitutes part of the Services under these Terms, and Customer shall not sell, copy or use the Output Data except as part of the using the Services.
Intellectual Property Rights
- Customer obtains no rights in any Intellectual Property Rights in the Services or Microsystems’s trademarks and brand features. "Intellectual Property Rights" means current and future worldwide rights under patent, copyright, trade secret, trademark, moral rights, and other similar rights.
- Limited Permission. Customer grants Microsystems only the limited rights that are reasonably necessary for Microsystems to offer the Services. This permission also extends to trusted third parties Microsystems works with to offer the Services (e.g., web hosting services).
- Suggestions. Microsystems may, at its discretion and for any purpose, use, modify, and incorporate into its products and services, any user feedback, comments, preferences, or use patterns without any obligation to user.
Fees & Payment
- Fees. Subscriber shall pay for all fees set forth in any Order Form. Subscriber will pay, and authorizes Microsystems to charge using Subscriber's selected payment method, all applicable fees, as set forth in any Order Form. Fees are non-refundable and non-cancellable except as required by law. Subscriber is responsible for providing complete and accurate billing and contact information to Microsystems. We may suspend or terminate the Services if fees are past due. Unless there is a contracted fee for a set duration, we may revise Service rates by providing Subscriber at least 30 days notice prior to the next charge.
- Taxes. Subscriber is responsible for all taxes. Microsystems will charge tax when required to do so. If Subscriber is required by law to withhold any taxes, Subscriber must provide Microsystems with an official tax receipt or other appropriate documentation.
- Purchase Orders. If Subscriber requires the use of a purchase order or purchase order number, Subscriber (i) must provide the purchase order number at the time of purchase and (ii) agrees that any terms and conditions on a Subscriber purchase order will not apply to these Terms and are null and void.
- Termination for Breach. We may terminate this agreement if: (i) the other party is in material breach of these Terms and fails to cure that breach within 30 days after receipt of written notice; or (ii) the other party ceases its business operations or becomes subject to insolvency proceedings and the proceedings are not dismissed within 90 days; or (iii) a Customer’s activity affects the security, privacy, or availability of Services.
- Effects of Termination. If this agreement terminates the rights granted by Microsystems to Customer will cease immediately (except as set forth in this section). The following sections will survive expiration or termination: 7 (Intellectual Property Rights), 8 (Fees & Payment), 9 (Termination), 10 (Indemnification), 11 (Disclaimers), 12 (Limitation of Liability), 13 (Disputes), and 13 (Miscellaneous).
IndemnificationCustomer will indemnify, defend, and hold harmless Microsystems from and against all liabilities, damages, and costs (including settlement costs and reasonable attorneys' fees) arising out of any claim by a third party against Microsystems and its affiliates regarding use of the Services in violation of these Terms.
DisclaimersTHE SERVICES ARE PROVIDED "AS IS" AND “AS AVAILABLE”. TO THE FULLEST EXTENT PERMITTED BY LAW, EXCEPT AS EXPRESSLY STATED IN THIS AGREEMENT, MICROSYSTEMS AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS MAKE NO WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, OR NON-INFRINGEMENT.
Limitation of LiabilityTO THE FULLEST EXTENT PERMITTED BY LAW, MICROSYSTEMS AND ITS AFFILIATES, SUPPLIERS, AND DISTRIBUTORS WILL NOT BE LIABLE UNDER THIS AGREEMENT FOR (I) INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR (II) LOSS OF USE, DATA, BUSINESS, REVENUES, OR PROFITS (IN EACH CASE WHETHER DIRECT OR INDIRECT), EVEN IF THE PARTY KNEW OR SHOULD HAVE KNOWN THAT SUCH DAMAGES WERE POSSIBLE AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, MICROSYSTEM’S AGGREGATE LIABILITY UNDER THESE TERMS WILL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO MICROSYSTEMS HEREUNDER DURING THE TWELVE MONTHS PRIOR TO THE EVENT GIVING RISE TO LIABILITY.
- Informal Resolution. Microsystems wants to address your concerns without resorting to a formal legal case. Before filing a claim, each party agrees to try to resolve the dispute by contacting the other party through the notice procedures in section 14(e). If a dispute is not resolved within 30 days of notice, Customer or Microsystems may bring a formal proceeding.
- Agreement to Arbitrate. Customer and Microsystems agree to resolve any claims relating to this Agreement or the Services through final and binding arbitration, except as set forth below. The American Arbitration Association (AAA) will administer the arbitration under its Commercial Arbitration Rules. The arbitration will be held in Chicago, IL, or any other location both parties agree to in writing.
- Exception to Agreement to Arbitrate. Either party may bring a lawsuit in the federal or state courts in Chicago, IL solely for injunctive relief to stop unauthorized use or abuse of the Services or infringement of Intellectual Property Rights without first engaging in the informal dispute notice process described above. Both Customer and Microsystems consent to venue and personal jurisdiction there.
- NO CLASS ACTIONS. Customer may only resolve disputes with Microsystems on an individual basis and will not bring a claim in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
- Terms Modification. Microsystems may revise these Terms from time to time and the most current version will always be posted on the accompanying website. Customer is responsible for checking such postings regularly. By continuing to access or use the Services after revisions become effective, Customer agrees to be bound by the revised Terms. If Customer does not agree to the revised Terms, Customer must immediately terminate using the Services, subject to a right of refund, if any.
- Government Use. If you are a U.S. government entity, you acknowledge that any Software and User Guides that are provided are "Commercial Items" as defined at 48 C.F.R. 2.101, and are being provided as commercial computer software subject to the restricted rights described in 48 C.F.R. 2.101 and 12.212.
- Entire Agreement. These Terms, and any Order Form, constitutes the entire agreement between Customer and Microsystems with respect to the subject matter of this Agreement and supersedes and replaces any prior or contemporaneous understandings and agreements, whether written or oral, with respect to the subject matter of this Agreement. In the case of any conflict between the Term and any Order Form, the Order Form shall govern.
- Governing Law. THE AGREEMENT WILL BE GOVERNED BY ILLINOIS LAW EXCEPT FOR ITS CONFLICTS OF LAWS PRINCIPLES.
- Severability. Unenforceable provisions will be modified to reflect the parties' intention and only to the extent necessary to make them enforceable, and the remaining provisions of the Agreement will remain in full effect.
- Waiver. A waiver of any default is not a waiver of any subsequent default.
- Assignment. Customer may not assign or transfer these Terms or any rights or obligations under these Terms without the written consent of Microsystems. Microsystems may not assign these Terms without providing notice to Subscriber, except Microsystems may assign these Terms or any rights or obligations under these Terms to an affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets without providing notice. Any other attempt to transfer or assign is void.
- No Agency. Microsystems and Customer are not legal partners or agents, but are independent contractors.
- Force Majeure. Except for payment obligations, neither Microsystems nor Customer will be liable for inadequate performance to the extent caused by a condition that was beyond the party's reasonable control (for example, natural disaster, act of war or terrorism, riot, labor condition, governmental action, and Internet disturbance).
- No Third-Party Beneficiaries. There are no third-party beneficiaries to these Terms. Without limiting this section, End Users are not third-party beneficiaries to Customer's rights under these Terms.