meviy End user license agreement
1. Grant of License
During the term of this Agreement, Misumi Corporation grants you a revocable, nontransferable, non-sublicensable, personal, nonexclusive license to use the object code version of the Software, access the Services and Documentation (as defined below) for internal use only to select and procure desired products (“User Products”) from Misumi and/or its affiliates (collectively “Misumi”). The term “Software” will include any updates, bug fixes, and versions (collectively, “Enhancements”) that Misumi may, in its sole discretion, make available to you. Any information or documentation created or provided by the Software, including, but not limited to CAD drawings, product model numbers, tolerance data, results of shape recognition, estimations, and website links (“Documentation”) is the sole property of Misumi. The Software may be used in connection with the Services to, among other things, send information regarding usage and errors to Misumi for analysis. You agree to sending such information and any other data transmitted through the Services to Misumi by use of the Software and that Misumi may use such information for Misumi’s business purposes including improving the Software. The Software and Services are licensed, not sold. Except for the limited license granted above, Misumi and its licensors retain all right, title and interest in the Software, Enhancements, Documentation, and Services, all copies thereof, and all proprietary rights in the Software and Services, including copyrights, patents, trademarks, and trade secret rights. Using the Software, Services, and Documentation without appropriate licensing from Misumi is infringement Misumi’s proprietary rights in such Software, Services, and Documentation.
The license granted to you in this Agreement is restricted as follows:
• Limitations on Copying and Distribution. You may not copy or distribute the Software or Services for any reason.
• Limitations on Reverse Engineering and Modification. Except to the extent expressly permitted by applicable law and only after consultation with Misumi, you may not reverse engineer, decompile, disassemble, modify, or create works derivative of the Software or Services.
• Limitations on Usage of Provided Documentation. Except to the extent the Documentation provided by the Software is your exclusive intellectual property or trade secret, you may not copy, share, or distribute such Documentation to any third party without express permission from Misumi. For the avoidance of doubt, ordering products from third parties based on the Documentation, such as the CAD drawings and product model numbers provided by the Software, is strictly prohibited by this term. You may not provide any Documentation created by the Software to third parties for the purpose of purchasing the User Products included in such Documentation from such third parties. You may share or distribute Documentation to third parties only to the extent such third party requires access to the Documentation in order to place orders of User Products from Misumi for you. You are responsible for assuring that any third party with whom you share the Documentation does treats the Documentation with the same level of confidentiality required by you. Any breach by a third party, to whom you provide the Documentation, of these confidentiality requirements will be considered a breach by you.
• Sublicense, Rental and Third-Party Use. You may not assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Software or Services, or directly or indirectly permit any third party to use or copy the Software or Services, including third party service providers providing services for you.
• Proprietary Notices. You may not remove any proprietary notices (e.g.,copyright and trademark notices) from the Software, Services, Documentation, or any accompanying files. You must reproduce the copyright and all other proprietary notices displayed on the Software, Services, and Documentation on each permitted back-up or archival copy.
• Compliance with Applicable Law. You will be solely responsible for ensuring your use of the Software and Services complies with all applicable foreign, federal, state, and local laws, rules, and regulations.
• Confidentiality. The Software, Services, Documentation, and associated files are the valuable proprietary information and trade secrets of Misumi. You will hold them in strict confidence and not disclose them to any third party without Misumi’s prior written authorization. Accordingly, you are expressly prohibited from including links to the Software, Services, or Documentation on any public website or forum, sharing links to download the Software on any platform, or otherwise making or facilitating unlawful copies of the Software or Documentation.
• Contest Intellectual Property Rights. You will not use any information disclosed by Misumi in connection with this Agreement to contest the validity of any intellectual property rights of Misumi or its licensors. Any such use of Misumi information will constitute a material, non-curable breach of this Agreement.
• Uploaded Data. When using the Software or associated Services, you may enter or upload your data, including CAD drawings, (“User Data”) into the Software. You are solely responsible for the content of all User Data. You agree that you shall not upload, enter, or submit any User Data which:
1. Infringes any third party’s copyright, patent, trademark, trade secret, right of publicity, right of privacy, design right, moral right, or any other applicable personal or proprietary rights;
2. Violates any law, statute, ordinance, or regulation;
3. Breaches this Agreement, Misumi’s Terms and Conditions (available at https://us.misumi-ec.com/contents/terms/ or such successor addresses), or any other agreement between you and Misumi;
4. Contains any harmful code, including computer viruses, worms, bad links, or other potentially damaging computer programs or files; or
5. Is for the production of any product which is used for the development, production, or storage of: (i) any military weapon, including military firearms, unmanned weaponized aircraft, nuclear missiles, and the development, production, use, or storage of chemical or biological weapons; (ii) Nuclear energy equipment; or (iii) Aerospace equipment.
Misumi can monitor, review, or delete any User Data at any time without notice to you. You agree that you are responsible for any User Data, not Misumi. By uploading User Data, you agree that you have all necessary rights to submit the User Data to Misumi. You shall be solely liable for any damages resulting from any breach by you of this Agreement or from any harm resulting from your submission of User Data, and you agree to release, indemnify, and hold harmless Misumi from any claim, action, demand, liability, or damage of any kind arising out of such User Data.
3. Third Party Software.
To the extent any software licensed from third parties, including open source software, (collectively, “Third Party Software”) is provided with or incorporated into the Software or Services, you will comply with the terms and conditions of the applicable third-party licenses associated with the Third Party Software, in addition to the terms and restrictions contained in this Agreement. Your use of the Software shall be deemed your acceptance of the third-party licenses. MISUMI MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD-PARTY SOFTWARE. ALL THIRD-PARTY SOFTWARE IS PROVIDED "AS-IS," WITHOUT WARRANTIES OF ANY KIND. IN NO EVENT WILL MISUMI BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, PUNITIVE, EXEMPLARY, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE THIRD-PARTY SOFTWARE, EVEN IF MISUMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR LOSSES.
4. User Data.
You retain your entire right, title, and interest, including all intellectual property rights, in and to all of your User Data, except as set forth in this Agreement. Misumi will treat all User Data as your confidential information and will not share it with third parties without prior authorization except as necessary for the Software and Services, to its subcontractors who quote, produce, ship, repair, or otherwise assist in the process of providing the final product, or as otherwise agreed in this Agreement. However, Misumi shall have no requirement to keep confidential any User Data which (i) at the time of disclosure is, or thereafter becomes, generally available to and known by the public other than as a result of, directly or indirectly, any violation of this Agreement; (ii) at the time of disclosure is, or thereafter becomes, available to Misumi on a non-confidential basis from a third-party source; (iii) was known by or in the possession of Misumi, as established by documentary evidence, prior to being disclosed pursuant to this Agreement; or (iv) was or is independently developed by Misumi, as established by documentary evidence, without reference to or use of, in whole or in part, any of the User Data. Misumi reserves the right to use any User Data in order to improve or further develop the Software or Services. Except as noted in this section, Misumi undertakes no obligations to the User Data. Misumi may update, delete, transfer, or modify the User Data at any time consistent with its performance of the Services and provision of the Software without additional notification to you.
5. Account Registration.
The Services or certain areas of the Services may require registration, establishment of an account, and the use of a username and password to access. You may also be required to accept certain addition terms of service. In the event of a conflict between these Terms and Conditions and any terms provided with your registration, the registration terms will govern. By registering, you represent and warrant (a) that you are 18 years of age or over, and (b) the registration information you provide is current, complete, and accurate. You are responsible for updating the registration information to ensure it continues to be current, complete, and accurate. Misumi may accept or reject registration requests for the Services in its sole discretion and may revoke registration and accounts at any time, without cause or prior notice. You are responsible for maintaining the confidentiality of your username and password and all activities conducted using your username and password. You will notify Misumi immediately of any unauthorized use of your username or password.
6. User Products; Misumi Components.
You are solely responsible for ensuring any User Products meet your requirements and any product numbers for Misumi Components generated by the Software or the Services are correct and appropriate for the User Product. Misumi hereby expressly disclaims all warranties and liability relating to the User Products, including any failure of the User Products to conform to your specifications (e.g., in CAD files, data input into the Software, or data furnished through the Services). The size of certain CAD files (e.g., dimensions and shape) may be simplified for convenience in designing, such as enabling easy confirmation of shape, size, etc. Such simplifications may result in difference between the design and actual Misumi components. Misumi does not guarantee the compatibility, appropriateness, or availability of any Misumi components. Misumi may change component specifications, pricing, shipping availability for a component or discontinue or suspend component sales, without notice. Misumi components are exclusively governed by their accompanying product terms and conditions. No representations or warranties are made by Misumi relating to the components under this Agreement.
7. Ordering Products.
You may order products from Misumi using the Documentation. However, notwithstanding Misumi’s Terms & Condition of Sale (available at https://us.misumi-ec.com/contents/terms/) (“Terms”), if you order User Products using the Software, such orders will become effective upon clicking “Confirm.” Misumi does not accept any change to or cancellation of orders containing custom or made-to-order User Products or User Products produced to your specifications. User Product warranties are limited to the warranties included in the Terms. Some User Products may not be able to be ordered through the Software; Misumi is not liable for any loss, claim, or damage (including but not limited to loss of profit) you sustain because of Software inabilities or errors. All purchases of products from Misumi are subject to the Terms, including related annexes.
8. Changes; Discontinuance.
At any time, without notice, Misumi may, in its sole discretion, add to, modify, remove functionality from, or discontinue, in whole or in part, the Software or Services. We may also suspend or terminate your access to the Services at any time, without cause or notice.
9. Term and Termination.
This Agreement will commence on the earlier of the date you first access or use the Software or access the Services (the “Effective Date”) and continue in effect until it is terminated (the “Term”) as provided in this Section. Either party may, for convenience, terminate this Agreement on written notice to the other party. In addition, this Agreement will automatically terminate if you breach any of its terms and conditions. Upon any termination or expiration of this Agreement, the license granted in Section 1 will automatically terminate and you will have no further right to possess or use the Software or access the Services. You will promptly and permanently remove all copies of the Software, Documentation, and any related files from your systems.
10. No Fees.
The Software and Services are provided as a convenience to you, without charge. Misumi commercial products and services are furnished at there then current pricing.
11. No Warranties; Disclaimer.
THE SOFTWARE, SERVICES, AND DOCUMENTATION ARE PROVIDED ON AN “AS AVAILABLE,” “AS IS” BASIS. TO THE MAXIMUM EXTENT PERMITTED BY LAW, MISUMI AND ITS SUPPLIERS AND VENDORS DISCLAIM ALL OTHER WARRANTIES WITH RESPECT TO THE SOFTWARE, SERVICES, AND DOCUMENTATION, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, QUITE ENJOYMENT, QUALITY OF INFORMATION, AND FITNESS FOR A PARTICULAR PURPOSE. MISUMI DOES NOT WARRANT THAT THE SOFTWARE, SERVICES, OR DOCUMENTATION WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SOFTWARE OR SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE SOFTWARE OR SERVICES WILL BE CORRECTED. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MISUMI OR ANY OF ITS PERSONNEL OR AGENTS SHALL CREATE ANY WARRANTIES OR IN ANY WAY INCREASE THE SCOPE OF MISUMI’S OBLIGATIONS HEREUNDER.
THE SOFTWARE SERVICES MAY BE USED TO ACCESS AND TRANSFER INFORMATION OVER THE INTERNET. YOU ACKNOWLEDGE AND AGREE THAT MISUMI AND ITS VENDORS AND LICENSORS DO NOT OPERATE OR CONTROL THE INTERNET AND THAT: (I) VIRUSES, WORMS, TROJAN HORSES, OR OTHER UNDESIRABLE DATA OR SOFTWARE; OR (II) UNAUTHORIZED THIRD PARTIES (E.G., HACKERS) MAY ATTEMPT TO OBTAIN ACCESS TO AND DAMAGE YOUR DATA, WEB SITES, COMPUTERS, OR NETWORKS. MISUMI WILL NOT BE RESPONSIBLE FOR SUCH ACTIVITIES. YOU ARE RESPONSIBLE FOR PRESERVING AND MAKING ADEQUATE BACKUPS OF YOUR DATA.
You will indemnify, defend, and hold Misumi and its affiliates and their respective officers, directors, employees, agents, contractors, and suppliers harmless from any claim, demand, action, proceeding, judgment, or liability from a third-party claim arising out of your breach of this Agreement or use of the Software and Services.
13. Limitation of Liability.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MISUMI OR ITS LICENSORS, SUPPLIERS, AND VENDORS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR INDIRECT DAMAGES, WHICH SHALL INCLUDE, WITHOUT LIMITATION, DAMAGES FOR PERSONAL INJURY, LOST PROFITS, LOST DATA AND BUSINESS INTERRUPTION, ARISING OUT OF THE USE OR INABILITY TO USE THE SOFTWARE OR ANY SERVICES, EVEN IF MISUMI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY CASE, THE ENTIRE AGGREGATE LIABILITY OF MISUMI AND ITS LICENSORS, SUPPLIERS, AND VENDORS UNDER THIS AGREEMENT FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE) SHALL BE LIMITED TO TEN DOLLARS ($10.00). YOU WAIVE ANY AND ALL CLAIMS, NOW KNOWN OR LATER DISCOVERED, THAT YOU MAY HAVE AGAINST MISUMI OR ITS LICENSORS, SUPPLIERS, AND VENDORS RELATING TO THIS AGREEMENT, THE SOFTWARE, SERVICES, AND DOCUMENTATION. YOUR SOLE AND EXCLUSIVE REMEDY AND MISUMI’S SOLE EXCLUSIVE LIABIITY WITH REGARD TO THIS AGREEMENT IS TO CEASE USE OF THE SOFTWARE AND SERVICES.
14. Aggregated Data.
You grant Misumi a non-exclusive, perpetual, irrevocable, fully-paid-up, royalty free license to use, copy, distribute, and otherwise exploit statistical and other aggregated data derived from your use of the Software and Services for Misumi’s business purposes, including the provision of products and services to its other customers; provided the data is combined with similar data from other customers and does not identify you.
You may provide suggestions, comments, or other feedback (collectively, “Feedback”) to Misumi with respect to its products and services, including the Software and Services. Feedback is voluntary and Misumi is not required to hold it in confidence. Misumi may use Feedback for any purpose without obligation of any kind. To the extent a license is required under your intellectual property rights to make use of the Feedback, you grant Misumi an irrevocable, non-exclusive, perpetual, world-wide, royalty-free license to use the Feedback in connection with Misumi’s business, including enhancement of the Software and Services, and the provision of products and services to Misumi’s other customers.
16. Governing Law.
This Agreement is governed by and construed in accordance with the laws of the State of Illinois, as applied to agreements entered into and wholly performed within Illinois between Illinois residents. Any action or proceeding brought by either party hereto shall be brought only in a state or federal court of competent jurisdiction located in Cook County, Illinois and the parties submit to the personal jurisdiction of such courts for purposes of any action or proceeding.
This Agreement constitutes the entire understanding and agreement between the parties with respect to the transactions contemplated in this Agreement and supersedes all prior or contemporaneous oral or written communications with respect to the subject matter of this Agreement, all of which are merged in this Agreement. This Agreement shall not be modified, amended or in any way altered except by an instrument in writing signed by authorized representatives of both parties. In the event that any provision of this Agreement is found invalid or unenforceable pursuant to judicial decree, the remainder of this Agreement shall remain valid and enforceable according to its terms. Any failure by Misumi to strictly enforce any provision of this Agreement will not operate as a waiver of that provision or any subsequent breach of that provision. The following provisions shall survive any termination or expiration of this Agreement: Sections 2 (Restrictions), 4 (Term and Termination), 10 (Fees and Taxes) (to the extent of any fees accrued prior to the date of termination), 13 (Limitation of Liability), 14 (Feedback), 16 (Governing Law), 17 (General), and 19 (U.S. Government Rights). Misumi may assign any of its rights or obligations hereunder as it deems appropriate. IT IS EXPRESSLY UNDERSTOOD AND AGREED THAT IN THE EVENT ANY REMEDY HEREUNDER IS DETERMINED TO HAVE FAILED OF ITS ESSENTIAL PURPOSE, ALL LIMITATIONS OF LIABILITY AND EXCLUSIONS OF DAMAGES SET FORTH HEREIN SHALL REMAIN IN EFFECT.
You may not export, directly or indirectly, the Software to any country for which the United States requires any export license or other governmental approval without first obtaining such license or approval. It shall be your responsibility to comply with such export laws, rules, and regulations. You will defend, indemnify, and hold harmless Misumi from and against any and all damages, fines, penalties, assessments, liabilities, costs, and expenses (including attorneys’ fees and expenses) arising out of any claim the Software was exported or otherwise shipped or transported in violation of applicable laws, rules, and regulations.
19. U.S. Government Rights.
The Software is commercial computer software as described in DFARS 252.227-7014(a)(1) and FAR 2.101. If acquired by or on behalf of any the Department of Defense or any component thereof, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in DFARS 227.7202-3, Rights in Commercial Computer Software or Commercial Computer Software Documentation. If acquired by or on behalf of any civilian agency, the U.S. Government acquires this commercial computer software and/or commercial computer software documentation subject to the terms of this Agreement as specified in FAR 12.212, Computer Software.
20. Electronic Acceptance.
This Agreement may be accepted in electronic form (e.g., by an electronic or other means of demonstrating assent) and your acceptance will be deemed binding between the parties. Neither party may contest the validity or enforceability of this Agreement, including under any applicable statute of frauds, because it was accepted or signed in electronic form. Electronically maintained records when produced in hard copy form shall constitute business records and shall have the same validity as any other generally recognized business records.