Terms

WELCOME TO MACHINIFY.COM, WHICH IS OWNED AND OPERATED BY MACHINIFY INC., (“MACHINIFY INC.,” “WE,” “US,” OR “OUR”). PLEASE READ THESE TERMS OF SERVICE (THESE “TERMS”) CAREFULLY. BY ACCESSING OR USING THE WEBSITE LOCATED AT WWW.MACHINIFY.COM (THE “SITE”) OR OUR SERVICE (AS DEFINED BELOW), YOU AGREE TO BE BOUND BY THESE TERMS AND ALL POLICIES AND GUIDELINES INCORPORATED BY REFERENCE HEREIN. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS SET FORTH IN THESE TERMS, YOU MAY NOT USE THE SITE OR THE SERVICE. WE SUGGEST YOU PRINT A COPY OF THESE TERMS FOR YOUR RECORDS.

If you are using the Site or the Service on behalf of any entity, you represent and warrant that you are authorized to accept these Terms on such entity’s behalf and that such entity agrees to indemnify you and Machinify Inc., for violations of these Terms. Nothing in these Terms will be deemed to confer any third-party rights or benefits.

Updates to Terms

We reserve the right to change or modify any provisions of these Terms and any policies or guidelines governing your use of the Site and/or the Service, at any time in our sole discretion and without liability to you. Any such changes or modifications will be effective immediately following a 30-day advance notification via email to existing clients upon posting revisions on the Site. Your continued use of the Site or the Service following the posting of such changes or modifications constitutes your acceptance thereof. Therefore, you should frequently review these Terms and all applicable policies or guidelines on the Site to understand the terms and conditions applicable to your use of the Site and the Service. If you do not agree to any changes or modifications to these Terms or any applicable policies or guidelines on the Site, your sole recourse is to stop using the Site and the Service.

Privacy Policy

We believe strongly in user privacy. Please refer to Machinify Inc.’s Privacy Policy (“Privacy Policy”) for information on our privacy practices. Your use of the Site signifies your acknowledgment of the Privacy Policy and agreement to the Privacy Policy. If you are a resident of any country outside the United States, you understand and agree that we will store and process your personal information on computers located in the United States and that by providing any information to us, you consent to the transfer of such information to the United States.

Copyright

The Site and all content and other materials on the Site, including, but not limited to, the Machinify Inc., effects, our logo and all designs, text, graphics, logos, icons, images, photographs, audio clips, digital downloads, data compilations, software and the selection and arrangement thereof (collectively, the “Materials”) are our property or that of our licensors or users and are protected by the United States and/or international copyright laws.

Trademark

Machinify Inc., the Machinify Inc., logo and any other product or service names or slogans contained in the Site are trademarks of Machinify Inc., and its suppliers or licensors, and may not be copied, imitated, or used, in whole or in part, without the prior written permission of Machinify Inc., or the applicable trademark holder. You may not use any metatags or any other “hidden text” utilizing “Machinify Inc.,” or any other name, trademark or product, or service name of Machinify Inc., without our prior written permission. In addition, the look and feel of the Site, including all page headers, custom graphics, button icons, and scripts, is the service mark, trademark, and/or trade dress of Machinify Inc., and may not be copied, imitated, or used, in whole or in part, without our prior written permission. All other trademarks, registered trademarks, product names, and company names or logos mentioned on the Site are the property of their respective owners. Reference to any products, services, processes, or other information, by trade name, trademark, manufacturer, supplier, or otherwise does not constitute or imply endorsement, sponsorship, or recommendation thereof by us.

Limited License and Restrictions

We grant you a limited, non-sublicensable, non-exclusive, and revocable license to access and make use of the Site and the Materials solely in accordance with, and subject to, these Terms and any other of our policies as posted on the Site. Except as otherwise expressly permitted by these Terms, you may not: (i) collect, use, copy or distribute any portion of the Site or the Materials; (ii) resell, publicly perform, or publicly display any portion of the Site or the Materials; (iii) modify or otherwise make any derivative uses of any portion of the Site or the Materials; or (iv) use the Site or the Materials other than for their intended purposes.Third-Party Sites and ContentWe may host or provide links to products, Web pages, Web sites and other content of third parties (“Third Party Sites and Content”). The inclusion of any link or the hosting of any content is provided solely as a convenience to our users, including you, and does not imply affiliation, endorsement, approval, control, or adoption by us of any Web site or any information or content contained therein. We make no claims or representations regarding and accept no responsibility for such Third-Party Sites and Content or the quality, accuracy, nature, ownership, or reliability thereof. Users, including you, may use these links and the Third-Party Sites and Content contained therein at their own risk. When you leave the Site, you should be aware that our terms and policies no longer govern. You should review the applicable terms and policies, including privacy and data gathering practices, of any Web site to which you navigate from the Site.

Limitation of Liability

IN NO EVENT WILL MACHINIFY INC., BE LIABLE TO YOU OR ANY THIRD PARTY FOR LOSS OF REVENUE, LOSS OF PROFITS, OR ANY SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OF ANY KIND ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE MATERIALS AND ANY SERVICE OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE, REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT, STRICT LIABILITY OR OTHERWISE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR ARE AWARE OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL OUR TOTAL CUMULATIVE LIABILITY TO YOU OR ANY THIRD PARTY ARISING OUT OF OR IN CONNECTION WITH THE SITE, THE MATERIALS AND ANY SERVICE OR PRODUCTS INCLUDED ON OR OTHERWISE MADE AVAILABLE TO YOU THROUGH THE SITE EXCEED THE AGGREGATE OF THE NET AMOUNTS RECEIVED BY US FROM YOU, IF ANY, FOR SOLELY YOUR ACCESS TO OR USE OF THE SITE (NOT YOUR PAYMENT FOR ANY SERVICE OR PRODUCTS PROVIDED BY US). MULTIPLE CLAIMS WILL NOT EXPAND THIS LIMITATION. THIS SECTION WILL BE GIVEN FULL EFFECT EVEN IF ANY REMEDY SPECIFIED IN THESE TERMS IS DEEMED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. CERTAIN LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS, OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MIGHT HAVE ADDITIONAL RIGHTS.

Indemnification and Release

You will indemnify, defend and hold us and our investors, officers, directors, affiliates, subsidiaries, licensors, partners, licensees, consultants, contractors, agents and employees (collectively, the “Indemnified Parties”) harmless from and against any and all actual or threatened suits, actions, proceedings (at law or in equity), claims (groundless or otherwise), damages, payments, deficiencies, fines, judgments, settlements, liabilities, losses, costs and expenses (including, but not limited to, reasonable attorney and expert fees, costs, penalties, interest and disbursements) resulting from any claim (including third party claims), suit, action, or proceeding against an Indemnified Party, whether successful or not, resulting from or arising in connection with: (i) your use of the Site, the Materials and/or the Service; (ii) your conduct; (iii) any breach by you of these Terms (including, but not limited to, any breach of any of your representations or warranties); and/or (iii) any Content you upload to, posted on, create on, transmit through or link from the Site.

Termination

Notwithstanding any terms to the contrary in these Terms, we reserve the right, without notice, without liability to you and in our sole discretion, to terminate any of your rights under these Terms (including, but not limited to, your right to use the Site and the Service) and to block or prevent your access to and use of the Site and the Service for any or no reason.Organizations may request to have data removed and/or deleted at any time outside of our discretionary deletion or termination of services. Please see the Privacy Policy for instructions on how to request these changes.

Electronic Communications

Notwithstanding any terms to the contrary in these Terms, Machinify Inc., may choose to electronically deliver all communications with you, which may include: (i) email to the email address indicated in your communications with Machinify Inc., or upon registration with the Site; or (ii) posting messages that are displayed to you when you log in to or access the Site. Machinify Inc.’s electronic communications to you may transmit or convey information about action taken on your request, portions of your request that may be incomplete or require additional explanation, any notices with respect to modifications to these Terms, any notices required under applicable law, and any other notices. You agree to do business electronically with Machinify Inc. and receive all current and future notifications, disclosures, communications, and information electronically. The aforementioned provided electronically satisfies any legal requirement that such communications be in writing. An electronic notice will be deemed to have been received the day of receipt, as evidenced by such email.

Notices and Procedure for Making Claims of Copyright Infringement

If you believe that anything on the Site infringes upon any copyright that you own or control, you may file a notification of such infringement with our Designated Agent as set forth below.  

Name of Agent Designated to Receive Notification of Claimed Infringement: 
Tiffany Phan 
Address of Designated Agent to Which Notification Should be Sent: 
635 High Street Palo Alto, CA 94301 
Telephone Number of Designated Agent: (650) 313-2932 
E-Mail Address of Designated Agent: compliance@machinify.com  

To be effective, the notification must be a written communication that includes the following:  

A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.  

Identification of the copyrighted work claimed to have been infringed, or if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.  

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material. 

Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.  

A statement that the complaining party has 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; and  A statement that the information in the notification is accurate and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.  

We may give notice of a claim of copyright infringement to our users using a general notification on the Site, electronic mail to a user’s email address in our records, or written communication sent by first-class mail to a user’s address in our records.  

In accordance with the Digital Millennium Copyright Act (“DMCA”) and other applicable law, Machinify Inc. has adopted a policy of terminating, in appropriate circumstances and at the sole discretion of Machinify Inc., account holders who are deemed to be repeat infringers. Machinify Inc., may also at its exclusive discretion, limit access to the Site and/or terminate the accounts of any users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

Miscellaneous

These Terms and your use of the Site will be governed by and construed in accordance with the laws of the State of California applicable to agreements made and to be entirely performed within the State of California, without resort to its conflict of law provisions. You agree that any action at law or equity arising out of or relating to these Terms will be filed only in the state and federal courts in San Francisco County, California. You hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts over any suit, action, or proceeding arising out of these Terms. Under these terms, none of your rights or duties may be transferred, assigned, or delegated by you without our prior written consent. Any attempted transfer, assignment, or delegation without such consent will be void and without effect. We may freely transfer, assign, or delegate our rights and duties under these Terms. Subject to the foregoing, these Terms will be binding upon and will inure to the benefit of the parties and their respective representatives, heirs, administrators, successors, and permitted assigns. If any provision of these Terms is invalid, illegal, or incapable of being enforced by any rule of law or public policy, all other provisions of these Terms will nonetheless remain in full force and effect so long as the economic or legal substance of the transactions contemplated by these Terms is not affected in any manner adverse to any party. Upon such determination that any provision is invalid, illegal, or incapable of being enforced, the parties will negotiate in good faith to modify the Terms so as to affect the original intent of the parties as closely as possible in an acceptable manner to the end that the transactions contemplated hereby are fulfilled.

Reports

If you believe there is a violation of these Terms and you would like to report it to us, please direct the information to compliance@machinify.com. Any reports of violations you submit to us, including your identity, may not be kept confidential. In response to your report, we may take actions in accordance with these Terms or other applicable agreements between the alleged violator of the Terms and us and may pursue other remedies available under all applicable local, state, federal or international laws, regulations, rules, orders, and other requirements, now or hereafter in effect. However, we are under no obligation to respond to any reports we receive. Please note that a personal reply to reports you submit to us may not always be possible.