The following terms, when used in this Agreement, shall have the following meanings. “Content” shall mean all information, data, or other material, in any form or media, contained in, obtained from, or relating to the Site, including all results obtained from the Site.”Site” shall mean any Precision Software internet site, page (and all sub- pages), uniform resource locator (“URL”), domain location, and all information and Content thereon.
“Precision Software Inc.”, “Precision Software”, the Precision Software logo, “QAD Enterprise Applications”,”Supply Visualization”, “MFG/PRO” and “MFGx”, “QAD Storefront”, and “eB Desktop” are trademarks and/or service marks of Precision Software or its parent company QAD Inc. Unless otherwise noted on the Site, all other trademarks, service marks, and logos used in this Site are the trademarks, service marks or logos of their respective owners.
LICENSE GRANT & OWNERSHIP BY Precision Software
License. Subject to the terms and conditions of this Agreement, and until termination of the Agreement, Precision Software grants you a non-exclusive, non-transferable, limited license to view or print the Content in this Site without alterations, for personal, non-commercial use only. This limited license does not apply to any media or platform other than that of the current Site. Ownership. All Content on the Site is (and shall continue to be) owned exclusively by Precision Software or others, and is protected under applicable copyrights, patents, trademarks, trade dress, and/or other proprietary rights, and the copying, redistribution, use or publication by you of any such Content or any part of the Site is prohibited. Under no circumstances will you acquire any ownership rights or other interest in any Content by or through your use of the Site.
RESTRICTIONS ON USE
Concerning your usage of this Site or any Content, you agree not to knowingly: (i) use any device, software or technique to interfere with or attempt to interfere with the proper working of the Site; (ii) post or transmit to the Site any unlawful, fraudulent, harassing, libelous, or obscene information of any kind; (iii) post or send to the Site any information that contains a computer virus, bug, or other harmful item; (iv) publish, perform, distribute, prepare derivative works, copy, reverse engineer, or use the Content (other than as expressly permitted herein); (v) post or transmit into or on the Site any information in violation of another party’s copyright or intellectual property rights; (vi) take any action which imposes an unreasonable or disproportionately large burden on Precision Software’s infrastructure or resources; (vii) redeliver any of the Content using “framing”, hyperlinks, or other technology without the express written permission of Precision Software; or, (viii) use any device or technology to provide repeated automated attempts to access password-protected portions of the Site. You acknowledge that Precision Software has the right, but no obligation, to monitor the Site and to disclose any information necessary to operate the Site, to protect Precision Software, and the customers of Precision Software, and to comply with legal obligations or governmental requests. Precision Software reserves the right to refuse to post or to remove any information on the Site, in whole or in part, for any reason. In order for you and your suppliers to obtain real- time visibility into your inventory to provide supply chain event management functionality by using the MFGx.net Site, you must subscribe to the MFGx service and agree to the terms of the separate Precision Software MFGx license agreement located elsewhere on the MFGx.net Site. Once you subscribe to the use of such service, your use of the Site shall be governed by the terms of the MFGx.net license agreement. You represent and warrant that by using the Site, you have read and agree to this Agreement and have the legal capacity to agree to the terms of this Agreement.
YOUR SITE ACTIVITIES
If you are allowed access to password-protected areas of the Site, you agree to keep your password confidential, and to send notice to Precision Software within 24 hours if your password is compromised. You acknowledge that Precision Software neither endorses nor is affiliated with any linked site and is not responsible for any information that appears on the linked site. You acknowledge that (i) the internet is a network of computers worldwide, and that any information submitted by you to Precision Software necessarily is routed via third party computers to Precision Software, (ii) Precision Software is not responsible for lapses in online security and does not assume liability for improper use of your information by a third party.
SUBMISSIONS OF INFORMATION BY YOU
APPLICABILITY & COOPERATION
Precision Software reserves the right to limit the provision of any product or service to any person, geographic area or jurisdiction as it so desires, or as required by law. Precision Software in its sole discretion may add, delete or change the Content at any time, without notice to you.
LIMITED WARRANTY AND DISCLAIMER DISCLAIMER OF WARRANTY. Precision Software AND ALL CONTENT PROVIDERS MAKE NO REPRESENTATION ABOUT THE SUITABILITY OF THE CONTENT HEREON. THIS SITE, AND ACCESS TO ANY LINKED-SITE, IS PROVIDED TO YOU BY ALL CONTENT PROVIDERS “AS IS” AND “AS AVAILABLE”, WITH NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND NON-INFRINGEMENT. YOU HEREBY DISCLAIM ALL WARRANTIES BY Precision Software RELATING TO YOUR USAGE OF THE SITE. YOU ACKNOWLEDGE THAT YOUR ACCESS TO THE SITE WILL NOT BE FREE OF INTERRUPTIONS, THAT THE INFORMATION HEREIN MAY CONTAIN BUGS, ERRORS, TECHNICAL INACCURACIES, PROBLEMS OR OTHER LIMITATIONS, AND THAT THE SITE MAY BE UNAVAILABLE FROM TIME TO TIME. YOU ASSUME TOTAL RESPONSIBILITY AND RISK FOR YOUR USAGE OF THE SITE AND SITE-RELATED SERVICES. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL ANY OF THE CONTENT PROVIDERS BE LIABLE OR RESPONSIBLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL (INCLUDING DAMAGES FROM LOSS OF BUSINESS, LOST PROFITS, LITIGATION, OR THE LIKE), SPECIAL, EXEMPLARY, PUNITIVE OR OTHER DAMAGES, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN ANY WAY RELATING TO THE SITE, YOUR SITE USE, OR THE CONTENT, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SITE AND/OR CONTENT IS TO CEASE ALL OF YOUR SITE USE.
You may have additional rights under certain laws (including consumer laws) which do not allow the exclusion of implied warranties, or the exclusion or limitation of certain damages. If these laws apply to you, the exclusions or limitations in this Agreement that directly conflict with such laws may not apply to you.
CONTACTING Precision Software.
Should you desire to contact Precision Software, you may do so at: Precision Software, a division of QAD Inc., 1011 Warrenville Road, Suite 210 Lisle, IL, 60532, USA; Phone: (+1) (312)-239-1630. Email: firstname.lastname@example.org.
Equitable Relief. You acknowledge that any breach by you of the provisions of the Agreement will cause irreparable damage to Precision Software or others and that a remedy at law will be inadequate. Therefore, in addition to any and all other legal or equitable remedies, Precision Software and others will be entitled to injunctive relief for any breach of this Agreement.
Severability. In the event that any of the provisions of this Agreement shall be held by a court or other tribunal of competent jurisdiction to be unenforceable, such provisions shall be limited or eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.
Entire Agreement. This Agreement constitutes the entire agreement between you and Precision Software pertaining to the subject matter hereof. You agree to review this Agreement prior to any usage of the Site, and each usage of the Site by you shall constitute and be deemed your unconditional acceptance of this Agreement. This Agreement may be prospectively modified by Precision Software at any time without notice, by posting a revised Agreement on the Site.
Termination. This Agreement may be terminated by either party, in its sole and absolute discretion, at any time and for any reason (with or without cause), with or without notice. If the Agreement is terminated, you agree to cease all access and usage of the Site and, upon request by Precision Software, to return all information in your possession relating to the Site, and all copies thereof.
Survival of Certain Provisions. Any and all provisions or obligations contained in this Agreement which by their nature or effect are required or intended to be observed, kept or performed after termination of this Agreement will survive the termination of this Agreement and remain binding upon and for the benefit of the parties, their successors and permitted assignees.
Waiver. No delay or omission to exercise any right or remedy accruing to Precision Software upon any breach or default by you shall constitute a waiver by Precision Software of any breach or default. Conflicts. If this Agreement conflicts with a provision of any other contract between you and Precision Software relating to the Site, the provision in such other Agreement shall govern.
Compliance with Laws. You shall be responsible for complying with all applicable governmental regulations of the United States (including US export laws) and any foreign country (where applicable) with respect to the use of the Site. The Site is not to be used in any government and/or defense related activity unless approved under U.S. Export Law and Regulation. You shall defend, indemnify and hold Precision Software harmless from and against any and all liabilities arising out of the non-compliance with applicable governmental regulations. This Agreement shall be subject to, and construed in conformity with, the laws of the State of California, United States of America. The parties hereby submit to the jurisdiction of the courts in the State of California, USA. Neither party shall bring a legal action against the other more than two (2) years after the cause of action arose unless otherwise provided by local law without the possibility of contractual waiver or limitation.