Last updated May 18, 2018
BY USING THE SITE OR ANY SITE OFFERINGS, OR BY CHECKING THE BOX INDICATING YOUR ACCEPTANCE OF THESE TERMS, YOU ACKNOWLEDGE THAT YOU HAVE READ THE TERMS AND AGREE TO THEM. IF YOU ARE AGREEING TO THESE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THE LEGAL ENTITY TO THESE TERMS. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT WISH TO BE BOUND BY THE TERMS, THEN YOU MUST NOT USE THE SITE OR SITE OFFERINGS.
As used herein:
a. "AMT Confidential Information" means information which (i) if disclosed in tangible form is marked as "confidential" or "proprietary" at the time of disclosure, (ii) if disclosed in intangible form (such as orally or visually), AMT identifies as "confidential" or "proprietary" at the time of disclosure or so identifies in a writing made available to you within thirty (30) days of disclosure, or (iii) would otherwise reasonably be understood to be confidential.
b. "App" means any application that is listed as an MTInsight App at MTInsight.org, including, without limitation, the IMTS Exhibitor Passport App, or any application that is otherwise capable of accessing MTInsight data.
c. "Exhibitor" means a company or entity, or an employee thereof, that had a contract for an exhibitor booth with AMT and/or SME for the International Manufacturing Technology Show (IMTS) or one of the four regional shows (EASTEC, WESTEC, SOUTH-TEC, and HOUSTEX) during the show cycle in which the IMTS Exhibitor Passport App or one of the regional Exhibitor Passport Apps is being purchased. An Exhibitor may only purchase the corresponding Exhibitor Passport App only for the term of the specific show cycle in which it has a contract for a booth. Exhibitors at any of these shows may also be referred to by a show-specific connotation, for example, "IMTS Exhibitor," "EASTEC Exhibitor," "WESTEC Exhibitor," "SOUTH-TEC Exhibitor," or "HOUSTEX Exhibitor."
d. "Contacts" mean the names and all information associated with such names that appear in an MTInsight App, including, without limitation, the IMTS Exhibitor Passport App or any of the regional Exhibitor Passport Apps. One example of this is the MTProspects App where search criteria is selected or entered and the output of the App is a list of names and information associated with such names, such as address, phone number, job function, email address and other identifying information.
e. "Contacts Downloaded" mean when "Contacts" are downloaded from MTInsight to a system, repository, file, printer, screenshot, any device, any "Materials" (as defined below) or any process where or by which the "Contacts" can be stored or viewed separate from an MTInsight App.
f. "Content" and its variants "your Content" and "User Content" are defined in Section 5 below.
g. "Exhibitor Passport App" means the Exhibitor Passport App for sale at IMTS or one of the four regional shows (EASTEC, WESTEC, SOUTH-TEC, and HOUSTEX) on a subscription basis for the time frame corresponding to the show and show cycle during which the subscription was purchased. During the time period leading up to and following a particular trade show, a subscription time frame will be identified during which exhibitors can purchase and use the corresponding Exhibitor Passport App. Once the subscription has expired, Exhibitors may renew their subscription for the following show cycle provided (1) Exhibitor is an Exhibitor at the following trade show; and (2) Exhibitor pays all applicable then-current fees for subscription access to the corresponding Exhibitor Passport App for such show cycle. The Exhibitor Passport App may also be referred to by a show-specific connotation, for example, "IMTS Exhibitor Passport App," "EASTEC Exhibitor Passport App," "WESTEC Exhibitor Passport App," "SOUTH-TEC Exhibitor Passport App," or "HOUSTEX Exhibitor Passport App," or by a generic label such as "regional Passport App."
h. "Marketing purposes" means having the ability to identify market trends and/or determine prospects for the purpose of promoting and/or selling products and/or services.
i. "Materials" mean the Contacts documents, technical materials, charts, graphs, computer code, application programming interfaces (API's), discussion thread postings, blogs, wikis, data, sound, photographs, video, messages, tags, emails and any other content, information, or technology transmitted, stored or otherwise made available on or through the Site.
j. "Permitted use" means the Site or Software use(s) authorized in these Terms as specified in your Subscription and described in Section 6(a) of these Terms.
k. "Service(s)" means the Apps and the portfolio of offerings made available to you on the Site, including, without limitation, access to the Materials and the ability to create and receive reports and charts based on such Materials and tailored to your particular needs or interests ("Reports").
l. "Site" means the collection of AMT web pages (including, without limitation, AMTonline.org, MTInsight.org, and IMTS.com) from which these Terms are linked or that prompt or require Users to view or accept these Terms before accessing them.
m. "Site Offerings" mean collectively the Materials, Services, Software and Submission Rights.
n. "Software" means the AMT software or third-party software described in your Subscription or otherwise made available for download from, or for use with, the Site or the Cloud.
o. "Submission Rights" mean the right of Users to submit their own materials for storage on the Site or on our network, common centers, servers or other storage technology (collectively, our "Cloud") as provided in their respective Subscriptions.
p. "Subscription" means the parameters of your authorized use of the Site and Site Offerings, as evidenced by documentation authorized by AMT and indicating the permitted scope of use and associated fees for Site access, Software license(s), Services and Submission Rights.
q. "Use" and its variants are meant in their broadest sense, including, but not limited to, the acts of using, accessing, receiving, browsing, downloading from, uploading to, and storing on the Site or our Cloud.
r. "User" is any person (other than AMT) who uses the Site, whether acting in an individual capacity or on behalf of a corporation or other entity.
s. "You" and "your" mean you personally, as well as any person or entity on whose behalf you are Using the Site.
3. GENERAL PROVISIONS.
4. SITE ACCESS.
Access to the Site will be restricted to registered Users who have received a login and password from AMT. You agree that only you may use the login and password provided to you. Certain features of the Site and Site Offerings may be further restricted to Users who have arranged by Subscription for specific rights or Permitted Uses ("Restricted Areas"). You agree not to access the Site or Restricted Areas except using your own login and password, and you agree not to share your login and password with anyone else. If, despite your agreement not to do so, you share your login and password with another person or if another person accesses the Site, Site Offerings or Restricted Area using your login and password without your permission, you agree to take full responsibility for the actions of that other person, for any charges incurred by that other person, and for any damages caused by, resulting from, or accruing in connection with that other person's use. Moreover, the use of your login and password may be monitored at any time by AMT or its licensors, and any sharing detected may result in the immediate termination of your access to the Site. You agree to notify AMT immediately, by email to email@example.com, if you become aware of any unauthorized use of your password or username or any other breach of security.
5. CONTENT AVAILABLE ON THE SITE.
a. Intellectual Property Rights Held by AMT and its Licensors.
(i) Copyright. The Site and Site Offerings (including, but not limited to, text, photographs, graphics, video and audio content included within them) are protected by copyright as a collective work or compilation under the copyright laws of the United States and other countries. All individual programs, content, and other elements comprising the Site and Site Offerings are also copyrighted works. All copyright rights in the Site and these works are owned by AMT or its third-party licensors to the full extent permitted under United States law and all international laws. You must abide by all additional copyright notices or restrictions contained on the Site.
(ii) Trademarks and Service Marks. All rights in the product names, company names, trade names, logos, product packaging, and designs of all AMT or third-party products or services, whether or not appearing in large print or with the trademark symbol, belong exclusively to AMT or to their respective owners, and are protected from reproduction, imitation, dilution, or confusing or misleading uses under national and international trademark and copyright laws. The use or misuse of these trademarks or any materials, except as permitted herein, is expressly prohibited, and nothing stated or implied on the Site confers on you any license or right under any patent or trademark of AMT or any third party.
(iii) Reports; Distribution. As a User of the Site, you may have the right, as may be described in further detail in your Subscription, to generate (using templates and filters provided by AMT) and use Reports based upon or incorporating Materials from the Site solely for the purpose of facilitating responsibilities within your job description (your "Job Responsibilities"). All intellectual property rights with respect to such Reports will be held by AMT and/or its licensors. If you are acting as the representative of a corporation or other legal entity, you will have the right to make reasonable distribution of Reports internally within the organization, provided that: (A) such distribution is limited to those individuals necessary to access the information for the purpose of effectuating your Job Responsibilities and (B) the recipients are bound by obligations of confidentiality at least as restrictive as those set forth herein, which expressly prohibit the distribution of Reports or Materials outside of the organization and limit such recipients' use to effectuating your Job Responsibilities. You may not use Reports for any reason other than to facilitate your Job Responsibilities, and without limiting the preceding, you may not act as a clearinghouse generating reports for multiple departments within your organization for use outside your Job Responsibilities. The determination of what constitutes a reasonable distribution of Reports or use within your Job Responsibilities will be made by AMT in its sole discretion. Acting as a clearinghouse or use outside your Job Responsibilities in this manner would be grounds for immediate termination of a User's Subscription. You agree that AMT has the right to investigate or monitor your use and distribution of Reports, including to ensure that, or determine whether, such use and distribution is consistent with these Terms, and to restrict or terminate, in AMT's sole discretion, access to the Site for any reason, including a belief that you or another User has violated the requirements of reasonable distribution. Except for the foregoing, or as otherwise expressly provided in these Terms or your Subscription, you may not copy, reproduce, distribute, publish, display, perform, modify, create derivative works, transmit, or in any way exploit any part of the Site or the Site Offerings, and you may not distribute, redistribute, sell or offer for sale any part of the Site, Site Offerings, Reports or Materials. For the avoidance of doubt, external distribution of Reports is expressly prohibited, although information from your Reports may be cited (in a limited fashion) in external documents provided the following citation is included with each reference: This information is provided by [your company name] and MTInsight --https://www.mtinsight.org.
(iv) Exhibitor Passport App Contacts; Exhibitor Passport App Downloaded Contacts; Exhibitor Passport App Contacts Use or Distribution. As an approved user of the IMTS Exhibitor Passport App or one of the regional Exhibitor Passport Apps (EASTEC, WESTEC, SOUTH-TEC, and HOUSTEX), you have the right to download Contacts from the subscribed Exhibitor Passport App. You are allowed to use these Downloaded Contacts for your company's purposes. You are not allowed to share these contacts with any other company, organization or individual. You are not allowed to lease, sell or make available in any fashion your Contacts or Downloaded Contacts from the Exhibitor Passport App except solely in connection with your company's Marketing Purposes. If a company employee, who has access to the Exhibitor Passport App and has a current MTInsight subscription in place, leaves the company, a request can be put into AMT to reassign the MTInsight Subscription from the departing employee to a current employee. The transfer of the base MTInsight Subscription from one employee to another employee is not allowed if the employee has not left the company (for example, if the employee has simply changed positions inside the company). If your company purchases the Exhibitor Passport App and your duties change within your company where you are no longer the individual who is working with the Exhibitor Passport App, then you must immediately stop all use of any Contact and/or Downloaded Contact information, remove all Contacts or Downloaded Contacts from all of your company's systems, notify AMT in writing of how you used the Contacts and Downloaded Contacts, and certify in writing to AMT that you have deleted all Contacts and Downloaded Contacts. In addition, certain Apps may be limited to Users who meet specified requirements (including required Subscriptions), and in the event a User no longer satisfies such requirements, AMT will have the right to immediately terminate such User's rights to such Apps.
b. Unauthorized Uses. The Site and Site Offerings have been specially designed for presentation of content in a unique format and appearance to Users. Without limiting the provisions of this Section, neither you nor any third party shall make use of the Materials of the Site in any manner - including by hyperlinking - that constitutes an infringement of AMT's rights, including our copyright rights or any use that has not been authorized by AMT. Among other restrictions, you agree not to republish or link to the Site or Site Offerings in a setting that includes advertising or other materials that AMT has not authorized to be displayed with the Site.
d. Your Content. As part of some Site Offerings, Users may be able to post, email, upload or otherwise make available on or through the Site or Site Offering certain text and other information, including customer contact information, onto the Site or Site Offering ("User Content"). You acknowledge that all User Content is the sole responsibility of the party from whom such Content originated. This means that you, and not AMT, are entirely responsible for all Content that you post, e-mail, or otherwise make available through the Site and Site Offerings ("Your Content"). You acknowledge that AMT has no obligation to pre-screen Your Content or any other User Content, although AMT reserves the right in its sole discretion to pre-screen, refuse or remove any Content. When you make available your Content to AMT, you grant us a non-exclusive, royalty-free, fully paid, fully sublicensable, worldwide license, under any and all of your copyright and other intellectual property rights related to you Content, to use your Content as necessary to perform our obligations relating to any Site Offering, including sending email to your customers on your behalf. You represent and warrant that you own your Content or otherwise have secured all necessary consents to make the Content available to AMT and for AMT to use your Content as contemplated by the applicable Site Offering.
e. Third-Party Content. In addition to content provided by AMT, the Site and Site Offerings may contain content provided by third parties. AMT may or may not review or edit this third-party content. Regardless of whether AMT does so, you agree that AMT is not responsible for such third-party content and is released from any liability associated with such content.
f. Use at your Own Risk. You understand that AMT may or may not pre-screen Materials or Site Offerings in its sole discretion, and does not guarantee the accuracy, integrity or quality thereof. Accordingly, you agree to assume all risks in accessing the Site and Site Offerings. These risks include, but are not limited to, errors, viruses, worms, malicious code, defamatory or offensive content, and the possibility that the Site Offerings infringe or misappropriate the intellectual property rights of others. You should always back up or retain copies of Materials submitted to the Cloud pursuant to the Submission Rights, because AMT may delete such data for any reason, including in the event of technical problems or if AMT stops providing any of the Services.
g. Management of Site Offerings and Access. You agree that AMT has sole discretion in deciding whether to allow Site Offerings to be available on the Site, and that AMT may delete Site Offerings at any time, without prior notice, for any reason or no reason whatsoever. You understand that access to the Site may be limited for technical reasons, that outages may occur, and that AMT has no obligation to store or back up any Site Offerings. You agree that AMT has the right to investigate or monitor your use of the Site, including to ensure that, or determine whether, it is consistent with these Terms and to restrict or terminate, in AMT's sole discretion, access to the Site for any reason, including its belief that you or another User has violated these Terms. If you (or anyone using your Site account) violate the Terms, AMT may respond by taking any action in its discretion, including terminating your access privileges or bringing legal action. AMT is not required to provide notice prior to terminating your access for violating the Terms, but may choose to do so.
6. USE OF THE SITE AND SITE OFFERINGS.
a. Permitted uses. AMT intends to offer varying levels of Services and permitted uses (collectively, "Permitted Uses") of the Site or Site Offerings (including, without limitation, Submission Rights) to its Users. Your Permitted Uses will be as set forth in your Subscription. If your Subscription does not expressly include a Permitted Use, you will have no right to such use and may only use Software or access the Site or Site Offerings in a manner authorized elsewhere in these Terms. All Permitted Uses are personal, non-assignable and non-exclusive.
b. Use for Lawful and Non-Objectionable Purposes. You agree that you will only use the Site for lawful purposes and you will abide by all applicable laws, rules, and regulations in connection with such use, including, without limitation, U.S. and foreign export and privacy laws. You further understand and agree that your use of the Site and Site Offerings and your Submission Rights will not:
(i) be unlawful, illegal, or infringe or misappropriate or violate the intellectual property rights or privacy or publicity interests of others;
(ii) include confidential or trade secret information or compromise the privacy interests of any other party;
(iii) be harmful, obscene, defamatory, tortious, abusive, discriminatory or otherwise violate the rights of any third party;
(iv) distribute, share, or facilitate the distribution of viruses, Trojan horses, spyware, worms or other harmful computer code or scripts, or malware or that is designed to interrupt, destroy or limit the functionality of the Site;
(v) include or constitute unfair or deceptive practices, such as spamming, phishing, pharming, assuming the identity of a sender without the explicit permission of that sender, or an attack on or interference with computers or networks, including, without limitation, denial-of-service attacks, mail bombing or other deliberate attempts to overload a system; or
(vi) conceal, obscure, or falsify any identifying information, including Internet protocol header information.
c. Prohibited uses. Without limitation to the foregoing, you agree not to (and will not permit anyone else within your control to):
(i) take any steps that could harm AMT or the Site or interfere with the normal operation of the Site, our Cloud or any other computer network or service;
(ii) submit, upload or store pursuant to Submission Rights any regulated data, or any other data or software subject to third-party audit, or which would create any ongoing data retention or management obligation by AMT to you or any third party, whether by operation of law, contract or otherwise, except as specifically set forth in your Subscription;
(iii) copy, modify, create a derivative work of, reverse engineer, de-compile, disassemble or otherwise attempt to extract the source code of Site Offerings, assign (or grant a sub-license to) your rights to use the Site or Site Offerings, grant a security interest in or over your rights to use the Site or Site Offerings, or otherwise transfer any part of your rights to use the Site or Site Offerings without AMT's written permission;
(iv) take any action impacting Site security measures in any way including, without limitation, facilitating unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures, monitor data or traffic on the Site, or interfere with the Site, our Cloud or service to any User, host or network; or
(v) introduce software or automated agents or scripts to the Site or the Site Offerings so as to produce multiple accounts, generate automated searches, requests and queries, or to strip, scrape, or mine data from the Site or the Site Offerings (except that AMT grants operators of public search engines revocable permission to use spiders to copy materials from unrestricted areas of the Site and Site Offering for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the content available on such areas of the Site, but in all cases in conformance with any robot.txt protocols and not caches or archives of such content.
d. Beta Testing. If your Subscription authorizes you to do so, you may use Software or access the Site for beta testing, provided that you give feedback to AMT as reasonably requested by AMT. AMT reserves the right to commercially release any version of Software or the Site or Services on it in AMT's sole discretion. A commercially released version may or may not be the same as a beta version. You agree to assign to AMT all right, title and interest you may have in feedback, including, without limitation, improvements and enhancements to the Software, Site, and Site Offerings, at no cost. AMT may, at its option, use feedback in any manner and for any purpose and without limitation, liability or obligation to you. Conversely, you agree that your decision to provide feedback does not create any liability or obligation on the part of AMT, even if you claim that AMT's use of or failure to use your feedback causes injury to you or to a third party.
e. Further Restrictions. The Site and Site Offerings are intended for the use of adults 18 years or older, and you agree not to use the Site if you are under the age of 18. You further agree to provide accurate, current, and complete information about yourself as requested or directed on the Site, and to promptly update this information to maintain its accuracy.
f. Certain Site Offerings may provide you the ability to send email to third parties. Your use of the email function must at all times: (i) be in conformance with the restrictions set forth in this Agreement, including Section 6(b) above and (ii) be limited to the restrictions set forth on the Site or the applicable Site Offering, including any volume or size restrictions set forth therein (the "Email Rules"). Without limiting the preceding you agree that you will not send any email messages that are deceptive, contain a false header, are to be delivered to a harvested email address or that otherwise fail to comply with applicable law, including the requirements of the Controlling the Assault of Non-Solicited Pornography And Marketing Act, as amended, ("CAN-SPAM") and the Canadian Anti-Spam Law ("CASL") or the EU General Data Protection Regulations (GDPR). The following are terms that users of any Exhibitor Passport agree to by their use of the app and its associated email tool:
(i) I certify that any marketing contact lists I upload to this tool which contain personal information from residents of the European Union are in compliance with the EU General Data Protection Regulations (GDPR) and all other EU Data Privacy Laws. I have received explicit permission from those EU residents to communicate with them.
(ii) I certify that any contacts exported from this tool will be handled as follows:
- Contacts added to a contact management system will have an indicator associated with the contact record specifying that the contact was exported from Exhibitor Passport.
- Exported contact files will be named or filed in such a way that the file can be identified as one that was exported from Exhibitor Passport.
- If/when a contact requests to be "forgotten" according to GDPR regulations, I will delete the contact from the contact management system or saved export files. Such contacts will be reported via an email from an AMT staff member to any Exhibitor Passport users who have the contact in any saved list indicating the user's responsibility to remove the contact from any stored files or databases.
a. Fee-Based Services. The fees for your use of the Site and Site Offerings will be as set forth in your Subscription. In addition to a base subscription fee for general usage, some of the Services that AMT offers will have separate fee structures and may provide for payment in advance of use. AMT will advise you of the current price and payment options for these Services upon request. Notwithstanding any of the foregoing, AMT will have the right to change fees for the base subscription or specific Services from time to time in its sole discretion, and your continued use of the Site or Site Offerings after such changes will constitute your acceptance of and obligation to pay such revised fees.
c. Price and Payment. When you order fee-based Services, AMT or its payment processor will advise you of the then-current price for those Services. The quoted price will include any discounts to which you are entitled, but will not include applicable taxes and duties. You must pay all taxes and duties resulting from your purchase, whether or not AMT informs you that they are due.
d. Cancellation and Expiration. Once you pre-purchase Services from AMT, you may not cancel your purchase for any reason. Pre-purchased Services expire 365 days from the date that they are purchased whether you use them or not. You may review your account balance reflecting individual purchases and date of purchase on your Site landing page or by written request to AMT. AMT does not issue refunds or credits for pre-purchased Services, and so you will not be entitled to any refund or credit if your purchases expire or if you otherwise fail to use Services that you have purchased.
e. Support. For the convenience of Users, AMT will provide limited e-mail and phone-based support for the Site and Services Monday-Friday from 8am - 5pm EST. Instructions for accessing the support services will be as indicated within the "Support" function on the Site. AMT does not guarantee that you will receive an immediate response or that its support personnel will be able to resolve any particular issue. By using the Site or Site Offerings, including support Services, you acknowledge that e-mail and phone support is offered on an "as-is" basis as a convenience to Users and without any representations or warranties, express or implied.
AMT will use commercially reasonable efforts to provide physical security of the Site. As a part of these efforts, AMT may monitor or record use of the Site and Site Offerings by you and other Users, as well as any Materials transmitted, stored, or executed via the Site at any time. You agree to cooperate with AMT in any investigation AMT conducts of Site Offerings transmitted to or from the Site. You acknowledge that the Site is connected to the Internet and that there is a risk that your Submission Rights could be subject to monitoring, copying, or viewing by third parties.
The Site and Site Offerings incorporate AMT Confidential Information. "Confidential Information" means any information made available to you by AMT, including through the Site and the Site Offerings, that is identified as confidential or that a reasonable person would expect to be confidential information, including, without limitation, the Materials and the technology which are used to operate the Site is based on trade secrets of AMT or its third-party licensors and other AMT Confidential Information. Confidential Information will not include: (a) any information that is publicly available through no fault of yours or (b) information that you possess from a third party source without an obligation to keep such information confidential, with the understand that the Contacts will be Confidential Information even if such information falls within (a) or (b). You may not disclose AMT Confidential Information or use it except for the purposes specified in these Terms. You will protect the confidentiality of such information to the same degree of care, but no less than reasonable care, as you use to protect your own confidential information. Your obligations regarding AMT Confidential Information will survive termination of this Agreement and will expire no less than five (5) years from the date of such termination. You may disclose AMT Confidential Information only pursuant to valid statute, regulation, or the order of a court of competent jurisdiction, provided that you notify AMT in advance of the disclosure, provide AMT with sufficient time to challenge the statute, regulation, or order and cooperate with AMT in taking appropriate protective measures. You must restrict access to AMT Confidential Information to your employees or contractors with a need for this access to perform their employment or contractual obligations and who have agreed in writing to be bound by a confidentiality obligation which incorporates the protections and restrictions substantially as set forth in these Terms.
11. DISCLAIMER OF WARRANTIES.
YOUR USE OF THE SITE AND SITE OFFERINGS IS AT YOUR SOLE RISK. THE SITE, INCLUDING ALL SITE OFFERINGS, IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. AMT AND ITS SUPPLIERS DISCLAIM ALL EXPRESS AND IMPLIED CONDITIONS, REPRESENTATIONS, AND WARRANTIES OF ANY KIND, INCLUDING ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NONINFRINGEMENT. NEITHER AMT NOR ITS SUPPLIER MAKE ANY REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES AS TO THE USEFULNESS, QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF THE SITE OR SITE OFFERINGS. YOU AGREE TO ASSUME ALL RISK OF LOSS OR LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS SITE OR ANY SITE OFFERINGS.
WITHOUT LIMITING THIS DISCLAIMER, AMT EXPRESSLY DISCLAIMS ANY OBLIGATION TO CONTINUE TO OPERATE THE SITE OR TO OFFER ANY OF THE SITE OFFERINGS OR OTHER SERVICES. IF AMT DOES DECIDE TO CONTINUE OPERATING THE SITE AND OFFERING THE SITE OFFERINGS, IT DOES NOT GUARANTEE THAT THEY WILL CONTINUE TO FUNCTION IN THE SAME WAY THAT THEY CURRENTLY FUNCTION, OR THAT THEY WILL FUNCTION AT ALL. AMT ALSO DOES NOT REPRESENT OR WARRANT THAT THE SITE, SITE OFFERINGS, AND SERVICES WILL NOT DAMAGE YOUR COMPUTER OR DATA, REGARDLESS OF WHETHER YOU SUBMIT SUCH DATA TO THE SITE. AMT HAS ADVISED YOU TO RETAIN UP-TO-DATE BACKUP COPIES OF ALL DATA SUBMITTED TO THE SITE, AND YOUR FAILURE TO RETAIN SUCH A BACKUP IS AT YOUR OWN RISK. AMT ALSO DISCLAIMS RESPONSIBILITY FOR THE ACTIVITIES OF USERS OR OTHER THIRD PARTIES.
13. LIMITATION OF LIABILITY.
TO THE FULLEST EXTENT PERMITTED BY LAW, AMT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR EXEMPLARY DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF BUSINESS, REVENUE, PROFITS, GOODWILL, USE OR DATA) ARISING OUT OF OR IN CONNECTION WITH THE SITE OR SITE OFFERINGS, EVEN IF AMT HAS PREVIOUSLY BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, HOWEVER THEY ARISE, WHETHER IN BREACH OF CONTRACT OR IN TORT (INCLUDING NEGLIGENCE OR GROSS NEGLIGENCE). YOU HAVE SOLE RESPONSIBILITY FOR ADEQUATE PROTECTION AND BACKUP OF DATA AND/OR EQUIPMENT USED IN CONNECTION WITH THE SITE AND WILL NOT MAKE A CLAIM AGAINST AMT FOR LOST DATA, SERVICE INTERRUPTIONS, POWER OUTAGES, SYSTEM FAILURES, INACCURATE OUTPUT, WORK DELAYS OR LOST PROFITS RESULTING FROM USE OF THE SITE AND SITE OFFERINGS. YOU AGREE TO HOLD AMT HARMLESS FROM, AND YOU COVENANT NOT TO SUE AMT, FOR ANY CLAIMS BASED ON USE OF THE SITE OR SITE OFFERINGS, INCLUDING YOUR USE OF MATERIALS, INCLUDING THIRD PARTY MATERIALS. YOU ACKNOWLEDGE THAT THE SITE AND SITE OFFERINGS MAY HAVE DEFECTS OR DEFICIENCIES WHICH CANNOT OR WILL NOT BE CORRECTED BY AMT. YOUR SOLE AND EXCLUSIVE REMEDY IF YOU ARE DISSATSIFIED WITH THE SITE AND SITE OFFERINGS IS TO TERMINATE YOUR USE OF THE SITE AND SITE OFFERINGS. IN NO EVENT WILL AMT BE LIABLE UNDER ANY THEORY OF LAW OR EQUITY IN AN AMOUNT GREATER THAN THE AMOUNT PAID BY YOU UNDER THESE TERMS FOR SERVICES, IF ANY, IN THE PRECEDING 12 MONTHS.
14. AMT respects the intellectual property of others and asks that Users do the same. In connection with our Site and Site Offerings, we have adopted and implemented a policy respecting copyright law that provides for the removal of any infringing materials and for the termination, in appropriate circumstances, of Users of our Site and Site Offerings who are repeat infringers of intellectual property rights, including copyrights. If you believe that one of our users is, through the use of the Site and Site Offerings, unlawfully infringing the copyright(s) in a work, and wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c)) must be provided to our designated Copyright Agent:
a. your physical or electronic signature;
b. identification of the copyrighted work(s) that you claim to have been infringed;
c. identification of the material on our services that you claim is infringing and that you request us to remove;
d. sufficient information to permit us to locate such material;
e. your address, telephone number, and e-mail address;
f. a statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, its agent, or under the law; and
g. a statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner.
Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.
The designated Copyright Agent for AMT is:
AMT Copyright Agent
The Association of Manufacturing Technology
Jones Branch Drive, Suite 900
McLean, VA 22102
15. ARBITRATION AGREEMENT AND JURY TRIAL WAIVER, CLASS ACTION WAIVER, AND FORUM SELECTION CLAUSE
a. Any and all controversies, disputes, demands, counts, claims, or causes of action (including the interpretation and scope of this clause, and the arbitrability of the controversy, dispute, demand, count, claim, or cause of action) between you and AMT or our employees, agents, successors, or assigns, will exclusively be settled through binding and confidential arbitration.
b. Arbitration will be subject to the Federal Arbitration Act and not any state arbitration law. The arbitration will be conducted before one commercial arbitrator with substantial experience in resolving commercial contract disputes from the American Arbitration Association ("AAA"). As modified by this Agreement, and unless otherwise agreed upon by the parties in writing, the arbitration will be governed by the AAA's Commercial Arbitration Rules and, if the arbitrator deems them applicable, the Supplementary Procedures for Consumer Related Disputes (collectively "Rules and Procedures").
c. You are thus GIVING UP YOUR RIGHT TO GO TO COURT to assert or defend your rights EXCEPT for matters that may be taken to small claims court. Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. You are entitled to a FAIR HEARING, BUT the arbitration procedures are SIMPLER AND MORE LIMITED THAN RULES APPLICABLE IN COURT. Arbitrator decisions are as enforceable as any court order and are subject to VERY LIMITED REVIEW BY A COURT.
d. You and AMT must abide by the following rules: (i) ANY CLAIMS BROUGHT BY YOU OR US MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING; (ii) THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS, MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING, AND MAY NOT AWARD CLASS-WIDE RELIEF, (iii) in the event that you are able to demonstrate that the costs of arbitration will be prohibitive as compared to costs of litigation, we will pay as much of your filing and hearing fees in connection with the arbitration as the arbitrator deems necessary to prevent the arbitration from being cost-prohibitive as compared to the cost of litigation, (iv) we also reserve the right in our sole and exclusive discretion to assume responsibility for all of the costs of the arbitration; (v) the arbitrator will honor claims of privilege and privacy recognized at law; (vi) the arbitration will be confidential, and neither you nor we may disclose the existence, content or results of any arbitration, except as may be required by law or for purposes of enforcement of the arbitration award; (vii) the arbitrator may award any individual relief or individual remedies that are permitted by applicable law; and (viii) each side pays its own attorneys' fees and expenses unless there is a statutory provision that requires the prevailing party to be paid its fees and litigation expenses, and then in such instance, the fees and costs awarded will be determined by the applicable law.
e. Notwithstanding the foregoing, either You or AMT may bring an individual action in small claims court. Further, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party's patent, copyright, trademark, or trade secret will not be subject to this arbitration agreement. Such claims will be exclusively brought in the state or federal courts located in Fairfax County, Virginia. Additionally, notwithstanding this agreement to arbitrate, either party may seek emergency equitable relief before the state or federal courts located in Fairfax County, Virginia in order to maintain the status quo pending arbitration, and hereby agree to submit to the exclusive personal jurisdiction of the courts located within Fairfax County, Virginia for such purpose. A request for interim measures will not be deemed a waiver of the right to arbitrate.
f. With the exception of subparts (i) and (ii) in the paragraph above (prohibiting arbitration on a class or collective basis), if any part of this arbitration provision is deemed to be invalid, unenforceable or illegal, or otherwise conflicts with the Rules and Procedures, then the balance of this arbitration provision will remain in effect and will be construed in accordance with its terms as if the invalid, unenforceable, illegal or conflicting provision were not contained herein. If, however, either subpart (i) or (ii) is found to be invalid, unenforceable or illegal, then the entirety of this arbitration provision will be null and void, and neither You nor we will be entitled to arbitration. If for any reason a claim proceeds in court rather than in arbitration, the dispute will be exclusively brought in state or federal court in Fairfax County, Virginia.
g. For more information on AAA, its Rules and Procedures, and how to file an arbitration claim, you may call AAA at 800-778-7879 or visit the AAA website at http://www.adr.org.
a. Integration; No Waiver; Severability. These Terms constitute the entire agreement between you and AMT regarding their subject matter, and supersede any prior versions or agreements with respect thereto (whether written, oral, or electronic). No modification to the Terms will be binding unless authorized by AMT in writing. AMT's failure to enforce any provision of the Terms or respond to a breach by you or any other party shall in no way waive its right to subsequently enforce any terms or conditions of the Terms or respond to any breaches. If any provision of the Terms is held invalid by any competent court, governmental entity or arbitrator, such provision will be replaced with a new enforceable provision that reflects the intent of the parties as closely as possible, and the other provisions of the Terms will remain in full force and effect.
b. Termination. AMT may suspend or terminate your access to the Site or Site Offerings for any reason at any time without notice to you. If your access to the Site or any Site Offerings is terminated due to your violation of any of these Terms, you will not be entitled to any refund of any amount pre-paid to AMT or to any other remedy. Rights and obligations under these Terms, other than provisions that authorize you to use or access the Site or Site Offerings, will survive and remain in full force and effect after termination or expiration of this Agreement.
c. No Assignment. You may not transfer, sell, or otherwise assign your rights or obligations under these Terms.
d. No Relationship Created. You agree that no joint venture, partnership, employment, or agency relationship exists between you and AMT as a result of these Terms or your access to and use of the Site and Site Offerings.
17. ACCEPTANCE OF TERMS.
a. Electronic Signature. These Terms are an electronic contract that governs your use of and access to the Site. By checking the box indicating you accept these Terms, you create an electronic signature that has the same legal force and effect as a handwritten signature. You also consent to have the Terms provided to you in electronic form and agree to receive information about your account electronically. AMT reserves the right to send you information about your account by postal mail.
b. Non-Electronic Copy. You have the right to receive these Terms in non-electronic form either before or after you electronically sign it. To receive a non-electronic copy, please send an e-mail to firstname.lastname@example.org or a letter and self-addressed, stamped envelope to MTInsight Customer Service, Jones Branch Drive, Suite 900, McLean, VA 22102.
c. Withdrawing your Consent. You have the right at any time to withdraw your consent to have the Terms provided to you in electronic form. Should you choose to withdraw such consent, you will no longer be an authorized User of the Site and you will not be able to access the Site or Site Offerings. AMT will only issue you a new username and password for the Site after it receives a signed copy of a non-electronic version of these Terms, which AMT will send to you upon request. To withdraw your consent and/or request a non-electronic copy of the Terms, please send an email to email@example.com or a letter and self-addressed stamped envelope to MTInsight Customer Service, Jones Branch Drive, Suite 900, McLean, VA 22102. Your withdrawal of consent will be effective within a reasonable time after AMT receives the notice described above, and it will not affect any action taken in reliance on your consent or the continuing enforceability of the Terms.
d. Access and Retention. In order to access and retain these Terms, you must have access to the World Wide Web and pay any service fees associated with such access. In addition, you must use all equipment necessary to make such connection to the World Wide Web, including a computer and modem or other access device. Please print a copy of the Terms for your records. To retain an electronic copy of the Terms, you may save it into any word processing program. .
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BY CONTINUING TO USE THE SITE, YOU AGREE TO ABIDE BY THE TERMS OF THIS AGREEMENT.