Terms of Use

mGage Terms of Use

IMPORTANT: PLEASE READ THESE TERMS OF USE (“TERMS”) CAREFULLY BEFORE USING THIS WEB SITE, WHICH IS OPERATED BY mGage LLC ON BEHALF OF ITSELF AND ITS AFFILIATED COMPANIES (COLLECTIVELY, “mGage”), AT WWW.MGAGE.COM, INCLUDING ALL ASSOCIATED SITES LINKED TO WWW.MGAGE.COM BY MGAGE AND/OR ITS AFFILIATED COMPANIES (THE “SITE”).

The Site is owned by mGage and by accessing and using it you are indicating that you accept, and agree to comply with, these Terms. The terms “you” and “your” for purposes of these Terms, means both you in your individual capacity, and the company or other business entity whom you represent and on whose behalf you use the site under actual or apparent authority. By agreeing to these Terms and/or using the site, you represent and warrant that you have the authority to represent and legally bind the company or other business entity for whom you are acting. If you do not have such authority, you are solely responsible for all acts and omissions relating to your use of the Site.

Changes to Terms

mGage may add to, change or remove any part, term or condition of these Terms, and any Content (as defined below), including, without limitation, product and service descriptions. By continuing to access and use the Site, you are indicating your acceptance of such changes. mGage will notify you of changes to these Terms by posting the revised version and changing the “Last Updated” date below. Please check these Terms periodically for changes.

Privacy

mGage will only use any personal information that you provide to mGage in connection with your use of the Site and mGage’s products and services in accordance with the terms of mGage’suse of websiteprivacy policy (the “Use of Website Privacy Policy”). In this regard, you agree to the then-current version of the Use of Website Privacy Policy that you can find and read at mGage Privacy Policy. You hereby agree that mGage may use your personal information in accordance with the terms of the Use of Website Privacy Policy.

Use of Site

Subject to your compliance with these Terms, mGage hereby grants you a limited, personal, revocable, non-transferable, non-sublicensable, and non-exclusive license to access the Site and use the information, text, images, graphics, user and visual interfaces, applications, software, product and service data sheets, operation and maintenance manuals, technical notes, documents, and other materials displayed on the Site (collectively, the “Content”), solely for your own personal internal business use, on the condition that such use is solely in accordance with the purposes for which mGage makes the Site and Content available. You may not copy, modify, reproduce, publicly display or perform, distribute, or otherwise use the Content except as expressly set forth above. You may not remove any copyright or other proprietary notices from any Content. If you breach any term or condition of these Terms, your authorization to use the Site and Content automatically terminates without notice to you, and you must immediately destroy any copies of the Content in your possession.

Password and Responsibilities

Certain areas of the Site are only open to you if you register. You must provide mGage with accurate, complete and updated registration information. Failure to do so will result in the immediate termination of your registration and right of access to the corresponding areas. You are solely responsible for keeping your login name and password secure and confidential.
You are solely responsible and liable for all activity, including any misuse, that occurs under your login name and password. You agree to immediately notify mGage of any unauthorized use of your password or any other breach of security. Each registration is for a single user only. You may not share your password or any other registration information with any other natural person or entity and you may not share or transfer your registration.

Prohibitions

You hereby represent and warrant that you will not, and will not induce any third party to: (a) attempt to disable or circumvent any security mechanisms used by the Site or otherwise attempt to gain unauthorized access to any portion or feature of the Site or Content, or any other systems or networks connected to the Site, or to any server of mGage or its third party service providers, by hacking, password “mining”, or any other illegal means; (b) use any “deep-link”, “page-scrape”, “robot”, “spider”, or other automatic device, program, algorithm or methodology, or any comparable manual process, to access, acquire, copy, or monitor any portion of the Site or Content; (c) use any device, software or routine to interrupt or interfere with, or attempt to interrupt or interfere with, the proper operation and working of the Site, or with any other person’s use of the Site; (d) breach any security measures implemented on the Site; (e) track or seek to trace any information on any other person who visits the Site; (f) use the Site or Content for, or in connection with, any illegal purpose, to solicit, facilitate, encourage, condone, or induce any illegal activity, or as otherwise prohibited by these Terms or applicable laws, rules or regulations, including, without limitation, laws applicable to the export of software and data; or (g) copy, modify, create a derivative work of, reverse engineer, decompile, or otherwise attempt to extract the source code of any proprietary software used to provide, maintain, or otherwise applicable to, the Site or Content, or otherwise made available to you in connection with the Site or Content.

Indemnification

You hereby agree to defend, indemnify and hold each of the mGage Parties (as defined below) harmless from and against, any and all losses, liabilities, damages, and/or claims (including, without limitation, attorneys’ fees and costs) arising from your breach of these Terms or otherwise arising from your use or misuse of the Site or Content.

Proprietary Rights

You hereby acknowledge and agree that mGage and its licensors own all legal right, title and interest in and to the Site and Content, including, without limitation, any and all intellectual property and other proprietary rights (including, without limitation, all patent rights, copyright rights, trademark rights and trade secret rights) which subsist in the Site and Content (whether such rights are registered or unregistered, and wherever in the world those rights may exist). As between you and mGage, all Content together with the design, structure, selection, coordination, expression, ‘look and feel’, and arrangement of the Site and Content, and the domain names, trademarks, service marks, proprietary logos and other distinctive brand features found on the Site and in the Content are all owned by mGage or its licensors. Nothing in these Terms gives you any right to use any of mGage’s or its licensors’ trade names, trademarks, service marks, logos, domain names, or other distinctive brand features. All rights not expressly granted by mGage under these Terms are reserved. There are no implied rights.

Feedback

If you send or transmit any communications, comments, questions, suggestions, or related materials to mGage, whether by letter, e-mail, telephone, or otherwise (“Feedback”), suggesting or recommending changes to mGage’s Site or Content, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and mGage is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, software or other products and services using such Feedback. You understand and agree that mGage is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.

Third Party Web Sites

The Site may provide links to third party web sites (“Third Party Sites”). mGage provides such links solely as a convenience to you. mGage does not review, approve, endorse, or make any representations about such Third Party Sites, the companies or persons who own and/or operate them, or any information, products and services made available through such Third Party Sites, or any results that may be obtained from using them. You should exercise common sense and your own judgment, and if you decide to access any Third Party Sites linked to the Site, you do so entirely at your own risk, and you are solely responsible for your activities conducted in connection with such Third Party Sites. Your use of Third Party Sites is subject to the terms of use and privacy policies located on such Third Party Sites, which may be different from these Terms or mGage’s Use of Website Privacy Policy.

Disclaimer of Warranties

THE SITE AND CONTENT ARE FURNISHED TO YOU “AS IS” AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS, STATUTORY OR OTHERWISE, OF ANY KIND. MGAGE, ON BEHALF OF ITSELF AND ITS PARENTS, AFFILIATES, SUBSIDIARIES, LICENSORS AND THIRD PARTY SERVICE PROVIDERS, AND EACH OF THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, CONTRACTORS, AGENTS, SUCCESSORS, AND ASSIGNS (COLLECTIVELY, THE “MGAGE PARTIES”): (A) EXPRESSLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF NON-INFRINGEMENT, TITLE, MERCHANTABILITY, AND FITNESS FOR A PARTICULAR PURPOSE; (B) DOES NOT REPRESENT OR WARRANT THAT THE SITE OR CONTENT WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF THE SITE AND CONTENT WILL BE TIMELY, UNINTERRUPTED, STABLE, OR SECURE; (C) DOES NOT REPRESENT OR WARRANT THAT THE SITE AND CONTENT WILL BE ERROR-FREE OR THAT ANY DEFECTS WILL BE CORRECTED; AND (D) DOES NOT MAKE ANY REPRESENTATIONS, WARRANTIES, OR CONDITIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE SITE OR CONTENT IN TERMS OF THEIR ACCURACY, RELIABILITY, TIMELINESS, COMPLETENESS, OR OTHERWISE. YOUR USE OF THE SITE AND CONTENT IS ENTIRELY AT YOUR OWN DISCRETION AND RISK AND YOU ASSUME TOTAL RESPONSIBILITY FOR YOUR USE OF THE SITE AND CONTENT. THIS LIMITATION OF REMEDIES IS A PART OF THE BARGAIN BETWEEN YOU AND MGAGE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MGAGE OR ANY PERSON ON BEHALF OF MGAGESHALL CREATE A WARRANTY OR CONDITION, OR IN ANY WAY CHANGE THIS EXCLUSION OF WARRANTY. NOTHING IN THIS PARAGRAPH SHALL EXCLUDE OR LIMIT MGAGE’S WARRANTIES, REPRESENTATIONS OR CONDITIONS TO THE EXTENT THEY MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH WARRANTIES, REPRESENTATIONS OR CONDITIONS WILL BE EXCLUDED AND LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability

IN NO EVENT WILL ANY MGAGE PARTY BE LIABLE TO YOU, OR ANY THIRD PARTY, FOR ANY DIRECT, SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, RELIANCE, OR CONSEQUENTIAL DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, COMPENSATION, REIMBURSEMENT OR DAMAGES IN CONNECTION WITH, ARISING OUT OF, OR RELATING TO, THE USE, OR LOSS OF USE OF, THE SITE AND CONTENT, LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF DATA OR CONTENT, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, SUBSEQUENT OR OTHER COMMERCIAL LOSS, OR FOR ANY OTHER REASON OF ANY KIND, WHETHER BASED ON BREACH OF ANY EXPRESS OR IMPLIED WARRANTY OR CONDITION, BREACH OF CONTRACT OR TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE OR STRICT LIABILITY), EVEN IF AN MGAGE PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IF, NOTWITHSTANDING THE FOREGOING, AN MGAGE PARTY IS FOUND TO BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DAMAGE OR LOSS WHICH ARISES UNDER OR IN CONNECTION WITH YOUR USE OF THE SITE OR CONTENT, THE RELEVANT MGAGE PARTY’S TOTAL CUMULATIVE LIABILITY SHALL IN NO EVENT EXCEED THE SUM OF ONE HUNDRED US DOLLARS (US $100). NOTHING IN THIS PARAGRAPH SHALL EXCLUDE OR LIMIT ANY MGAGE PARTY’S LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW, IN WHICH CASE, SUCH MGAGE PARTY’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW.

Export Control

mGage makes no representation or warranty that the Site and Content are appropriate or available for use outside the United States and the European Union, and the access and use of the Site and Content in jurisdictions where their access and use is illegal is prohibited. You are solely responsible for determining whether you are permitted to access and use the Site and Content under the laws of the jurisdiction from which you access and use them. You may not use, export or re-export the Content in violation of any applicable laws, rules or regulations.

Electronic Communications

Whenever you visit the Site or send e-mails to mGage, you are communicating with mGage electronically. For that reason, you also consent to receive communications from mGage electronically. mGage will communicate with you by e-mail, by posting notices on the Site or by such other means as mGage may determine from time-to-time. You agree that all agreements, notices, disclosures and other communications that mGage provides to you electronically satisfy any legal requirement that such communications be in writing, to the extent permitted by applicable law.

Miscellaneous

Changes to these Terms. We may revise these Terms from time to time and the most current version will always be posted on the Site. If a revision, in our sole discretion, is material we will notify you. By continuing to access the Site after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop accessing the Site.

Assignment. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by mGage without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.
Entire Agreement/Severability. These Terms, together with the Privacy Policy and any amendments and any additional agreements you may enter into with mGage in connection with the Products, shall constitute the entire agreement between you and mGage concerning the Products. If any provision of these Terms is deemed invalid, illegal or unenforceable, then that provision shall be enforced to the maximum extent permissible so as to maintain the intent of these Terms, and all other remaining provisions of these Terms will remain in full force and effect.
No Waiver. No waiver of any term of these Terms shall be deemed a further or continuing waiver of such term or any other term, and mGage’s failure to assert any right or provision under these Terms shall not constitute a waiver of such right or provision.

Governing Law

These Terms will be construed and enforced in all respects in accordance with the laws of the state of Delaware without reference to its choice of law rules. Except as set forth below, competent courts seated in Delaware shall have sole and exclusive jurisdiction for all purposes in connection with any action or proceeding that arises from, or relates to, these Terms, and you hereby irrevocably waive any objection to such exclusive jurisdiction; provided however, that mGage may seek to enforce any judgment in its favor in any court of competent jurisdiction. Notwithstanding the foregoing, mGage may seek injunctive or other equitable relief in any court of competent jurisdiction to protect its proprietary and other rights. You agree that your breach or threatened breach of these Terms may result in immediate and irreparable damage to mGage for which there is no adequate remedy at law. These Terms are only valid in the English language.

 

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