TERMS OF USE FOR THE MACHINE GROUP, INC.
AGREEMENT BETWEEN USER AND THE MACHINE GROUP
The Machine Group, Inc. (“TMG”) website is composed of various web pages operated by TMG. “TMG Website” shall be defined herein to include www.tmgwest.com and all other web pages operated or hosted exclusively by TMG and any services rendered by TMG, its Subsidiaries and Affiliates arising from your use of the TMG Website (“Services”).
The TMG Website and Services are offered to you conditioned on your acceptance without modification of the terms, conditions and notices contained herein. Your use of the TMG Website or the Services constitutes your agreement to all such terms, conditions and notices.
MODIFICATION OF THESE TERMS OF USE
TMG reserves the right to change the terms, conditions, and notices under which the TMG Website or the Services are offered in our sole discretion, including but not limited to the changes associated with the use of the TMG Website. Your continued use of the TMG Website or the Services following the posting of revised Terms of Use means that you accept and agree to the changes.
You may not use the TMG Website and may not accept the Terms of Use (“Terms”) if you are a person barred from using services that TMG provides under the laws of any country in which you are a resident or from which you use the Services.
TMG reserves the right to disclose aggregated data, or information or statements we publish without attribution to any identifiable individual, or specific data or statements that you separately and specifically agree we can share with the larger public or media, without infringing upon the user’s confidentiality.
LINKS TO THIRD PARTY SITES
The TMG Website may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of TMG, and TMG is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. TMG is not responsible for webcasting or any other form of transmission received from any Linked Site. TMG is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by TMG of the site, any association with its operators, or any opinion whatsoever as to the completeness or accuracy of any information contained therein.
NO UNLAWFUL OR PROHIBITED USE
As a condition of your use of the TMG Website or the Services, you warrant to TMG that you will not use the TMG Website for any purpose that is unlawful or prohibited by these terms, conditions and notices. You may not use the TMG Website or the Services in any manner, which could damage, disable, overburden, or impair the TMG Website or interfere with any other party’s use and enjoyment of the TMG Website or the Services. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the TMG Website or the Services, including, but not limited to, data mining, robots, or any similar data-gathering and extraction tools.
TERMINATION/ACCESS RESTRICTION
TMG reserves the right, in its sole discretion, to edit, refuse to post, or remove any information or materials, in whole or in part, or to terminate your access to the TMG Website and related services or any portion thereof at any time, without notice, which may result in the forfeiture and destruction of all information associated with your account. All Terms and provisions of this agreement, that by their nature, should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
LIABILITY DISCLAIMER
THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE TMG WEBSITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. TMG AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES TO THE TMG WEBSITE AT ANY TIME. ADVICE RECEIVED VIA THE TMG WEBSITE OR THE SERVICES SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.
TMG AND ITS AGENTS, REPRESENTATIVES AND SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE TMG WEBSITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. TMG AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL TMG, ITS AGENTS, REPRESENTATIVES AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES, OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, OPPORTUNITY, PRODUCTION, DATA, FIXED COSTS, OVERHEAD OR PROFITS OF ANY KIND, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE TMG WEBSITE, WITH THE DELAY OR INABILITY TO USE THE TMG WEBSITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE TMG WEBSITE, OR OTHERWISE ARISING OUT OF THE USE OF THE TMG WEBSITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF TMG (OR ANY OF ITS AGENTS, REPRESENTATIVES OR SUPPLIERS) HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES, SOME OR ALL OF THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE TMG WEBSITE OR THE SERVICES, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE TMG WEBSITE AND THE SERVICES.
INDEMNIFICATION
Except as prohibited by law, you will defend, indemnify and hold TMG and its officers, directors, employees and agents harmless for any indirect, punitive, special, incidental or consequential damage, however it arises (including attorneys’ fees and all related costs and expenses of litigation and arbitration, or at trial or on appeal, if any, whether or not litigation or arbitration is instituted), whether in an action of contract, negligence or other tortious action, or arising out of or in connection with these Terms, including without limitation any claim for personal injury or property damage, arising from (i) your use of and access to the TMG Website or the Services; (ii) your violation of any of these Terms; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your content caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the TMG Website or the Services.
DIGITAL MILLENIUM COPYRIGHT ACT (DMCA) NOTICES
TMG respects the intellectual property of others, and, particularly as to user-generated content in comments, discussion boards or in other user contributed content, as applicable, we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide TMG at info@tmgwest.com the following information:
- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
- description of the copyrighted work or other intellectual property that you claim has been infringed;
- a description of where the material that you claim is infringing is located on the site;
- your address, telephone number and email address;
- a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; and
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
TMG will not be able to take any action with regard to your claim unless and until it has received the above information.
INTERNATIONAL USERS
TMG makes no claims regarding access or use of the TMG Website or TMG content outside of the United States. If you use or access the TMG Website or TMG content outside of the United States, you are responsible for compliance with the laws and regulations of your jurisdiction as well as these Terms of Use.
PRIVACY AND PERSONAL INFORMATION
For information about TMG data protection practices, please read TMG’s Privacy Policy. This policy explains how TMG treats your personal information, and protects your privacy, when you use the TMG Website or the Services. You agree to the use of your data in accordance with TMG’s Privacy Policy. If you become aware of any unauthorized use of your personally-identifiable information, you agree to notify TMG immediately at info@tmgwest.com.
PERPETUITY RIGHTS
When these Terms come to an end, all of the legal rights, obligations and liabilities that you and TMG have benefited from, been subject to (or which have accrued over time whilst the Terms have been in force) or which are expressed to continue indefinitely, shall be unaffected by this cessation, and the provisions of this agreement shall continue to apply to such rights, obligations and liabilities indefinitely.
ADVERTISEMENT
Some of the TMG Website may be supported by advertising revenue and may display advertisements and promotions. These advertisements may be targeted to the content of information stored on the TMG Website, queries made through the TMG Website or other information. The manner, mode and extent of advertising by TMG or others on the TMG Website are subject to change without specific notice to you.
INTELLECTUAL PROPERTY
The TMG Website and its original content, features, and functionality belong to and are owned by TMG and/or third parties and are protected by state, federal and international copyright, trademark, patent, trade secret, and other intellectual property proprietary rights laws (registered and unregistered). Nothing in these terms can be construed to transfer ownership rights or grant any permission, license or other rights to any TMG or third party intellectual property without written authorization from TMG. The names of actual companies and products mentioned within the TMG Website or the Services may be the trademarks of their respective owners. Any rights not expressly granted herein are reserved.
GENERAL LEGAL TERMS
The Terms constitute the whole legal agreement between you and TMG and govern your use of the TMG Website and the Services (but excluding any services which TMG may provide to you under a separate written agreement), and completely replace any prior agreements between you and TMG in relation to the TMG Website and the Services.
You acknowledge and agree that the form and nature of the TMG Website and the Services, which TMG provides, may change from time to time with or without prior notice to you.
TMG has divisions and affiliated legal entities around the world (“Subsidiaries and Affiliates”). Sometimes, these organizations will be providing the Services to you on behalf of TMG. You acknowledge and agree that Subsidiaries and Affiliates will be entitled to provide the Services to you.
As part of TMG’s continuing innovation, you acknowledge and agree that TMG may stop (permanently or temporarily) providing the TMG Website or the Services (or any features within the TMG Website) to you or to users generally at TMG’s sole discretion, without prior notice to you. You may stop using the TMG Website at any time. You do not need to specifically inform TMG when you stop using the TMG Website.
You acknowledge and agree that if TMG disables access to your account, you may be prevented from accessing the TMG Website, your account details or any files or other content, which is contained in your account.
Unless you have been specifically permitted to do so in a separate agreement with TMG, you agree that you will not reproduce, duplicate, copy, sell, trade or resell any information on the TMG Website for any purpose. You agree that you are solely responsible for (and that TMG has no responsibility to you or to any third party for) any breach of your obligations under the Terms and for the consequences (including any loss or damage which TMG may suffer) of any such breach.
You acknowledge and agree that while TMG may not currently have set a fixed limit on the number of transmissions you may send, receive or store/manage through the TMG Website, such fixed limits may be set by TMG at any time, at TMG’s discretion.
You agree that if TMG does not exercise or enforce any legal right or remedy which is contained in the Terms (or which TMG has the benefit of under any applicable law), this will not be taken to be a formal waiver of TMG’s rights and that those rights or remedies will still be available to TMG.
Unless TMG has given you specific written permission to do so, you may not assign (or grant a sub-license of) your rights to use the TMG Website or the Services, grant a security interest in or over your rights to use the TMG Website, or otherwise transfer any part of your rights to use the TMG Website or any software associated therewith.
If any disagreement or dispute arises regarding these Terms or any rights or obligations conveyed hereunder, the disagreement shall be resolved, whenever possible, by meeting and conferring. If such efforts are unsuccessful, either you or TMG (collectively “Parties” or individually a “Party”) shall seek a resolution via binding arbitration, to be conducted in Los Angeles County, California and in accordance with the then-prevailing JAMS Streamlined Arbitration Rules & Procedures (which may be available at https://www.jamsadr.com/rules-streamlined-arbitration/). Any award conferred shall be enforceable in any court of suitable jurisdiction in Los Angeles County, California. The arbitration requirement does not apply to requests for injunctive relief.
Parties agree that any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated or representative action. If for any reason a claim proceeds in court rather than in arbitration, both Parties each waive any right to a jury trial. Parties both agree that either Party may bring suit in court to enjoin infringement or other misuse of intellectual property rights.
The Terms, and your relationship with TMG under the Terms, shall be governed by the laws of the State of California without regard to conflict of laws provisions. For matters not subject to the arbitration agreement described above, you and TMG agree to submit to the exclusive jurisdiction of the courts located within the County of Los Angeles, California to resolve any legal matter arising from the Terms. Notwithstanding this, you agree that you and TMG shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
If any court of law or arbitrator, having the jurisdiction to decide on this matter, rules that any provision of these Terms is invalid, then that provision will be removed from the Terms without affecting the rest of the Terms, which will remain in full force and effect.
These Terms are effective as of November 1, 2017.