Terms of Service
Last Modified: November 30, 2020
WEBMECHANIX, LLC
TERMS OF SERVICE
WebMechanix LLC (“WebMechanix”) provides its online services to visitors to our website at www.webmechanix.com and any derivative, co-branded or successor site as WebMechanix may make available from time to time (“WebMechanix Website”). This Terms of Service Agreement (the “Agreement”) sets forth the terms and conditions that govern your use of the WebMechanix Website and incorporates the terms and conditions of the WebMechanix Privacy Policy located at www.webmechanix.com/privacy-policy.
By accessing or using the WebMechanix Website, you are agreeing that you have read and accept the following terms and conditions. WebMechanix reserves the right, at any time and at its sole discretion, to modify the terms and conditions of the Agreement by posting such modified terms and conditions on the WebMechanix Website, and you are agreeing to such modifications by your continued access and use of the WebMechanix Website. If you do not agree to any of these terms and conditions, please do not use the WebMechanix Website.
1. DESCRIPTION OF WEBMECHANIX TECHNOLOGY.
WebMechanix provides visitors to the WebMechanix Website with access to its online services (along with all related intellectual property rights, the “WebMechanix Technology”).
2. REGISTRATION AND ACCESS AND YOUR OBLIGATIONS.
You agree to provide true, accurate, current and complete information about you as prompted by the WebMechanix Technology and other application forms and registration forms (the “Registration Data”).
3. PASSWORDS AND YOUR OBLIGATIONS.
You may be required to create an account and to select a unique user name and password in order to be able to access and use the certain services provided in connection with the WebMechanix Technology. You are solely responsible for the activity that occurs on your account, including any uploads of User Submittals and User Content (as defined herein), whether or not in fact authorized by you. You are responsible for maintaining the confidentiality and security of your user name and password. If you have any reason to believe that there has been a breach of security or unauthorized use regarding your user name or password, you must promptly notify WebMechanix in writing and change your password on the WebMechanix Website.
4. ACCESS AND USE OF THE WEBMECHANIX TECHNOLOGY.
During the term of this Agreement, WebMechanix grants to you a non-transferable, non-exclusive and non-sublicensable right and license to access and use the WebMechanix Website solely for your immediate personal, non-commercial use. Any other use of the WebMechanix Website other than as expressly set forth herein without WebMechanix’s prior written consent is strictly prohibited and all implied licenses are disclaimed.
You are responsible for obtaining access to the WebMechanix Technology and for all equipment necessary to access the WebMechanix Technology and you acknowledge that obtaining the foregoing may involve third-party fees (such as internet service provider charges). You are responsible for all charges associated with connecting you to the WebMechanix Technology, including, without limitation, all telephone, equipment, airtime and internet service provider charges.
5. USER SUBMITTALS AND USER CONTENT.
In connection with your use of the WebMechanix Technology, you may also provide contributions to, and feedback about, the WebMechanix Technology, including without limitation, comments, suggestions, ideas or other communications (collectively, the “User Submittals”). You shall be solely responsible for your User Submittals and the consequences of submitting them to WebMechanix. In connection with your User Submittals, you represent and warrant that: (i) you own or have the necessary licenses and other rights to use and authorize WebMechanix to use the User Submittals, and the associated patent, trademark, copyright, trade secret and other intellectual property and proprietary rights in and to the User Submittals, in connection with the WebMechanix Website and this Agreement.
Subject to the terms and conditions set forth herein, you hereby grant to WebMechanix a royalty-free, perpetual, irrevocable, non-exclusive license to use, reproduce, sub-license through multiple tiers of sublicensees, create derivative works from, modify, publish, edit, translate, distribute, and publicly perform, execute, and display the User Submittals and any related intellectual property rights in any media or medium, or any form, format, or forum now known or hereafter developed for any legal purposes whatsoever.
In connection with your use of the WebMechanix Technology, you may provide certain information to the WebMechanix Technology, including without limitation, name, address and other information about you in connection with the services provided by accessing and using the WebMechanix Technology (“User Content”). Subject to the terms and conditions set forth herein, you hereby grant to WebMechanix a royalty-free, non-exclusive license to use, reproduce, modify and create derivative works from the User Content solely in connection with providing the services under this Agreement.
You acknowledge and agree that WebMechanix is not responsible for screening any User Content or User Submittals that are placed on the WebMechanix Website other than by WebMechanix, and you shall not rely on WebMechanix to ensure that such User Content and User Submittals are accurate, complete, current, or in compliance with any rule, regulation or law. WebMechanix shall have the right, but not the obligation, to refuse, edit or remove any User Content or User Submittals that WebMechanix, in its sole discretion and without prior notice, considers to be harmful, illegal, misleading, libelous or threatening material, offensive sexual, racial or gender related material, or otherwise offensive, disruptive or inappropriate material, or otherwise in violation of this Agreement.
6. INTELLECTUAL PROPERTY RIGHTS.
You acknowledge and agree that WebMechanix and its suppliers own all right, title and interest in and to the WebMechanix Technology and any and all copyrights, trademarks, patents, trade secrets and any other intellectual property and proprietary rights therein.
The “look and feel” of the WebMechanix Website, meaning, the structure, sequence and layout of the audiovisual components of the WebMechanix Website as perceived by you, including, but not limited to, the color combinations, button shapes, and all other graphical and navigational elements, the design for which was dictated by artistic and aesthetic considerations and not by utilitarian or mechanical ones, are also proprietary to WebMechanix and protected under U.S. and international copyright and trademark laws.
WebMechanix’s name and logo, and all related product and service names, design marks and slogans are the trademarks, service marks or registered trademarks of WebMechanix and may not be used or modified in any manner without the prior written consent of WebMechanix.
You shall retain all right, title and interest in and to your User Content and User Submittals and the intellectual property rights therein.
7. TERMINATION.
You agree that WebMechanix, at its sole discretion, may terminate your access to and use of the WebMechanix Technology, at any time and for any reason whatsoever, including without limitation, for lack of use or if WebMechanix believes, in its sole discretion, that you have violated or acted inconsistently with the terms and conditions of this Agreement. WebMechanix reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the WebMechanix Technology (or any part thereof) with or without notice. You agree that WebMechanix shall not be liable to you or to any third party for any modification, suspension or discontinuance
8. REPRESENTATIONS.
You represent and warrant to WebMechanix that: (i) you are at least 18 years old or a parent or legal guardian acting on behalf of a user under such age; (ii) in the event you are an entity, you have the full right, power and authority to enter into this Agreement on behalf of such entity; (iii) the performance by you of your obligations and duties hereunder, do not and will not violate any agreement to which you are a party or by which you are otherwise bound; (iv) the Registration Data, the User Content and the User Submittals do not infringe the intellectual property or proprietary rights, including without limitation, patents, copyrights, trademarks and trade secrets, of any third party; (v) the Registration Data and your use of the WebMechanix Technology comply in all respects with all applicable laws, statutes, regulations, ordinances and other rules; (vi) you will not submit any material that may disrupt or interfere with the hardware or software operating the WebMechanix Technology; and (vii) the Registration Data, the User Content and the User Submittals are truthful and accurate.
9. LINKS TO OTHER SITES.
Visitors to the WebMechanix Website should be aware that when they are on the WebMechanix Website, they could be directed to other web sites that are beyond our control. There may be several links to other web sites from the WebMechanix Website pages that take you outside our service. WebMechanix has no control over these web sites and is not responsible or liable for the policies, actions or content of such web sites. These web sites are linked only for your convenience and you access them at your own risk. We encourage you to review the terms of service and privacy policies available at these other web sites. WebMechanix is not responsible for, and expressly disclaims all liability for, damages of any kind arising out of or relating to any use, reference to or reliance on such information and any other dealings with such third parties.
10. INDEMNITY.
You agree to indemnify, defend and hold harmless WebMechanix, its employees, agents and suppliers from any claim or demand, including reasonable attorneys’ fees, made by any third party arising out of or resulting from this Agreement or the WebMechanix Technology including, but not limited to: (i) your breach of any representations, warranties or covenants set forth herein; (ii) your use of the WebMechanix Technology; (iii) damage caused to any third party by the submittal of the User Content and User Submittals, or (iv) your violation of any rights of any third party, including without limitation, any trademark, copyright, patent, trade secret or other intellectual property or proprietary rights. The provisions of this Section shall survive the termination of this Agreement and your access to the WebMechanix Website.
11. DISCLAIMER OF WARRANTIES.
THE WEBMECHANIX TECHNOLOGY IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, AND YOU AGREE THAT YOUR USE OF THE WEBMECHANIX TECHNOLOGY SHALL BE AT YOUR SOLE RISK. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WEBMECHANIX DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED, STATUTORY OR COMMON LAW, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, DATA ACCURACY, TITLE AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WEBMCHANIX MAKES NO WARRANTY THAT (I) THE WEBMECHANIX TECHNOLOGY WILL MEET YOUR REQUIREMENTS, (II) THE WEBMECHANIX TECHNOLOGY WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, AND (III) ANY ERRORS IN THE WEBMECHANIX TECHNOLOGY WILL BE CORRECTED.
12. LIMITATION OF LIABILITY.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT WEBMECHANIX SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE CONSEQUENTIAL OR EXEMPLARY DAMAGES INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA, CONTENT, USER SUBMITTALS, USER CONTENT OR OTHER INTANGIBLE LOSSES, EVEN IF WEBMECHANIX HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOU EXPRESSLY UNDERSTAND AND AGREE THAT WEBMECHANIX’S CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY UNDER THIS AGREEMENT SHALL NOT EXCEED TWO THOUSAND DOLLARS U.S. ($2,000.00 U.S.).
13. COPYRIGHTS.
If you are a copyright owner or an agent thereof and believe that any materials or other information, including without limitation, data, images, or any other information that are located within the WebMechanix Technology (the “IP”) without your prior consent, infringe on your copyrights, you may submit a notification to WebMechanix with the following: (i) a list and identification of such IP; (ii) identification of where such IP is located within the WebMechanix Technology; (iii) your name, address, telephone number and email address; (iv) a statement executed by you that the information provided regarding such IP is truthful and accurate, and that, under a penalty of perjury, you are authorized to act on behalf of an owner with an exclusive rights that is allegedly infringing; (v) a statement that you have a good faith belief that such IP is located within the WebMechanix Technology without your prior consent; and (vi) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
WebMechanix’s designated copyright agent to receive notifications can be reached by email at [email protected] or by postal mail at the address indicated below.
If you believe that any IP that was removed is not infringing, or that you have authorization from the copyright owner of such IP, the copyright owner’s agent or otherwise under the law, you may submit a counter notification with the following: (i) a list and identification of such IP; (ii) identification of where such IP was located within the WebMechanix Technology before removal; (iii) your name, address, telephone number and email address; (iv) a statement that you have a good faith belief that such IP was removed by mistake or misidentification; (iv) your physical or electronic signature; and (v) a statement that you consent to the jurisdiction of the federal court in Baltimore, Maryland, and that you will accept service of process from the person who provided notification of the alleged infringement or a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
14. GOVERNING LAW.
BY ACCESSING THE WEBMECHANIX TECHNOLOGY, YOU AND WEBMECHANIX EACH AGREE THAT THIS AGREEMENT AND THE RELATIONSHIP BETWEEN THE PARTIES SHALL BE GOVERNED BY THE LAWS OF THE STATE OF MARYLAND OF THE UNITED STATES OF AMERICA, WITHOUT REGARD TO ITS CONFLICT OF LAW PROVISIONS AND WITHOUT APPLICATION OF THE MARYLAND UNIFORM COMPUTER INFORMATION TRANSACTIONS ACT. YOU AND WEBMECHANIX AGREE TO SUBMIT TO THE EXCLUSIVE JURISDICTION AND VENUE OF THE STATE AND/OR FEDERAL COURTS LOCATED WITHIN THE STATE OF MARYLAND WITH RESPECT TO ANY DISPUTE RELATED TO THIS AGREEMENT.
15. GENERAL INFORMATION.
This Agreement, together with the WebMechanix Privacy Policy, constitutes the entire agreement between you and WebMechanix with respect to the subject matter herein and governs your use of the WebMechanix Technology, superseding any prior agreements between you and WebMechanix. You further acknowledge and agree that you may not assign any part of this Agreement without WebMechanix’s prior written consent, but WebMechanix may assign any part of this Agreement without restriction. This Agreement shall inure to the benefit of each party’s successors and assigns. WebMechanix shall not be deemed to be in breach of the Agreement and thereby liable to you or any third party for any delays in the performance of its obligations hereunder caused by fire, explosion, act of God, strikes, war, riot, government regulation, pandemic, epidemic, bandwidth limitations, Internet connectivity, or act or any other cause beyond the reasonable control of WebMechanix. The failure of WebMechanix to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement shall remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to the use of the WebMechanix Technology or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever barred.
16. CONTACTING US.
If you have any questions about this Agreement, the Privacy Policy, or any question or problem regarding the WebMechanix Technology, please contact us by sending an email to [email protected] or by mail at WebMechanix, LLC, 8621 Robert Fulton Drive, #110, Columbia, Maryland 21046.
Effective Date: November 30, 2020.
