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Article 1, ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS OF SERVICE
Maximum Manufacturing ("MaxMan"), owned and operated by The
Manufacturing Exchange, Inc. ("TME"), is provided to you ("Member") under the
terms and conditions of this Membership Agreement and any operating
rules or policies that may be published by TME. The Membership
Agreement comprises the entire agreement between Member and TME
and supersedes all prior agreements between the parties regarding the
subject matter contained herein. BY COMPLETING THE REGISTRATION PROCESS
AND CLICKING THE "I ACCEPT" BUTTON, YOU ARE INDICATING YOUR AGREEMENT
TO BE BOUND BY ALL OF THE TERMS AND CONDITIONS OF THIS MEMBERSHIP AGREEMENT.
Article 2, TME POLICY STATEMENT
TME seeks to build community in a highly fragmented world. Since
TME handles a great deal of sensitive information, we have gone
to great lengths to ensure that all of your information is kept private.
To this end, we'd like to highlight several important privacy features:
Use of Member Information
TME will never sell or otherwise distribute Member information
to direct marketers or any other parties without the specific consent
of the Member. TME does reserve the right to collect and distribute
aggregate information (sales trends, transaction volumes, etc.).
Member Control of Information
TME allows members a high degree of control over their information.
MaxMan members set separate permissions for each contact in the
system. As such, members can build their lists of contacts while protecting
their privacy.
Data Security
Our firewall and databases are organized in such a way as to
prevent the theft or corruption of information. Users are required to
log on to MaxMan using a confidential and unique password.
MaxMan Content Policy
MaxMan was created to help companies market themselves globally.
MaxMan is home to a great diversity of companies and individuals,
and TME will not tolerate content (including postings, self-descriptions,
usernames, and other publicly viewable content) that: promotes or contains bigotry,
racism, hatred, profanity or obscenity;
promotes physical harm against any group or individual; deliberately disseminates
false or misleading information.
Listings, self-descriptions, usernames or other content that do not conform
to these guidelines may be removed from MaxMan with or without notice
to MaxMan members. Members that observe groups or content on MaxMan that violate this content policy should report them to privacy@MaxManufacturing.com.
Article 3, MEMBER RESPONSIBILITIES
By consenting to this agreement, Members agree to:
- Provide accurate information, including, but not limited to: contact
information (phone, fax, email address); billing information; or other
company information (products, capacity).
- Represent only themselves and no other persons, living, dead, or imagined;
and/or an existing and registered commercial entity, including any corporations,
partnerships or other non-natural entities.
- Make use of information available on MaxMan in a lawful manner
and specifically agrees not to use MaxMan to:
- Join groups that they are not a member of; send email to people
in the said groups; or otherwise solicit, harass, or approach such
persons;
- Publish, post, distribute or disseminate any defamatory, infringing,
obscene, indecent or unlawful material or information;
- Upload files that contain software or other material protected
by intellectual property laws (or by rights of privacy) unless
Member owns or controls the rights thereto or has received all
necessary consents;
- Upload files that contain viruses, corrupted files, or any
other similar software or programs that may damage the operation
of another's computer;
- Delete any author attributions, legal notices or other proprietary
designations or labels in any file that is uploaded;
- Falsify the origin or source of software or other material
contained in a file that is uploaded;
- Download any file that Member knows, or reasonably should
know, cannot be legally distributed via the MaxMan site;
- Reproduce, duplicate, copy, sell, resell or exploit for any
commercial purpose, or redistribute or publish the information,
software, products or services provided by TME or obtained
from the MaxMan web site without obtaining the express,
prior written consent of TME. This restriction includes
any attempt to incorporate any information from MaxMan into
any other directory, product, or service.
Provide all equipment, including a computer and modem, necessary to
establish a connection to the World Wide Web, and provide for Member's
own access to the World Wide Web and pay any telephone service fees
associated with such access.
Should Member provide any inaccurate information or violate any of the
above-mentioned rules, TME retains the right to terminate Member's
account and rights to use the Service.
Article 4, TME RESPONSIBILITIES
By issuing this agreement, TME agrees:
- Not to disclose name, mailing address, email address, account and
phone number to third parties, unless: (a) Member expressly directs
TME, or any other person Member may specifically designate
to disclose such information through TME as provided by TME or (b) TME is required to disclose such information
by any applicable law or legal process served on TME. TME
reserves the right to collect and distribute demographic information
and/or usage patterns, in aggregate, to advertisers or other third parties.
- To protect Member data to the extent possible, and to view individual
Member data (except that otherwise granted through individual "Permissions"),
only for the purposes of Customer Service and account maintenance.
Article 5, TERM
The term of this Agreement shall commence upon completion of the registration process by the Member, and shall be automatically renewed for successive terms on an annual basis. The registration process starts with the acceptance of this Agreement and entering all of the required information and any additional information the Member chooses to provide, and ends when the web site page indicating 'Registration Complete' is displayed to the Member on the MaxMan site. Copies of the Agreement shall be supplied to the Client upon the Client's request in writing. In no way will work be performed by TME when services rendered have not been promptly paid.
Article 6, FEES
Annual dues to Members registering as 'Supplier' are $1975 per year. Annual dues to Members registering as 'Buyer' are $0 per year.
Article 7, PAYMENT
TME will bill Client within 30 days of completing the registration process with an invoice for the Services rendered pursuant to this Agreement. TME shall provide a status report to Client with each invoice delivered to Client pursuant to this Agreement describing the Services or portions thereof rendered during the Invoicing Period.
Applicable taxes: The fees payable under this Agreement for the Services provided to Client by TME shall not be construed to include local, state or federal sales, use, excise, personal property or other similar taxes or duties, and Client shall be solely responsible for payment of any such taxes.
Price Change: TME will notify the Client of a price change within 30 days of the change.
Article 8, CANCELLATION
Client may cancel this Agreement within 30 days of registering on the MaxMan site in writing.
Article 9, MODIFICATIONS TO MaxMan
TME reserves the right to modify or discontinue MaxMan
at any time with a minimum 30 day notice to Members, and TME
shall not be liable to Member or any third party should TME exercise
its right to modify or discontinue MaxMan. Any membership fees that
have been paid will be refunded on a pro-rated basis should TME
discontinue a service for which the fee was to be applied.
VI. CHANGES TO MEMBERSHIP AGREEMENT
TME reserves the right to modify the Membership Agreement
at any time by revising the terms and conditions herein. Member is responsible
for regularly viewing these terms and conditions. Continued use of MaxMan more than 15 days following any such changes will constitute
Member's acceptance of such changes.
Article 10, SITE CONTENT AND LINKS
This Web site may contain links and pointers to Internet sites maintained
by third parties. TME does not operate or control in any respect
any information, products or services on such third-party sites. Third
party links and pointers are included solely for the convenience of users,
and do not constitute any endorsement by TME and/or its suppliers.
Member assumes sole responsibility for use of third party links and pointers.
Member acknowledges that TME neither endorses the contents of
any Member communications nor assumes the responsibility for any material
contained therein, any infringement of third party intellectual property
rights arising therefrom, or any crime facilitated thereby.
Article 11, PASSWORD AND SECURITY
Member shall receive a password and an account upon joining MaxMan.
Member is solely responsible for maintaining the confidentiality of Member's
password and account. Member agrees to immediately notify TME
of any unauthorized use of member's account or any other breach of security
known to Member.
Member acknowledges and agrees that certain technical processing of email
messages and their content may be required to send and receive messages
and conform to certain requirements and limitations of MaxMan.
Article 12, MESSAGE STORAGE AND OTHER INFORMATION
TME assumes no responsibility for the deletion or failure to
store email messages or other Member information.
Article 13, SOFTWARE
Any software that is made available to download from this Web site ("Software")
is the copyrighted work of TME and/or its suppliers. Use of the
Software is governed by the terms of the end user license agreement, if
any, which accompanies or is included with the Software ("License Agreement").
End users shall not install or use any Software that is accompanied by
or includes a License Agreement, unless the end user first agrees to the
License Agreement terms.
For any Software not accompanied by a license agreement, the following
shall constitute the License Agreement: TME hereby grants to
Member a personal, nontransferable license to use the Software for viewing
and otherwise using this Web site in accordance with these terms and conditions,
and for no other purpose.
Article 14, DISCLAIMER OF WARRANTIES
Member expressly agrees that use of the service is at member's sole risk.
The service is provided on an "as is" and "as available" basis.
TME expressly disclaims all warranties of any kind, whether
express or implied, including, but not limited to the implied warranties
of merchantability, fitness for a particular purpose and non-infringement.
TME makes no warranty that the service will meet member's requirements,
or that the service will be uninterrupted, timely, secure, or error free;
nor does TME make any warranty as to the results that may be
obtained from the use of the service or as to the accuracy or reliability
of any information obtained through the service or that defects in the
software will be corrected.
Member understands and agrees that any material and/or data downloaded
or otherwise obtained through the use of the service is done at member's
own discretion and risk and that member will be solely responsible for
any damage to member's computer system or loss of data that results from
the download of such material and/or data.
TME makes no warranty regarding any goods or services purchased
or obtained through MaxMan or any transactions entered into through
MaxMan.
No advice or information, whether oral or written, obtained by member
from MaxMan or through MaxMan shall create any warranty not
expressly made herein.
Some jurisdictions do not allow the exclusion of certain warranties,
so some of the above exclusions may not apply to member.
Article 15, LIMITATION OF LIABILITY
TME shall not be liable for any direct, indirect, incidental,
special or consequential damages, resulting from the use or the inability
to use MaxMan or for cost of procurement of substitute goods and
services or resulting from any goods or services purchased or obtained
or messages received or transactions entered into through MaxMan
or resulting from unauthorized access to or alteration of member's transmissions
or data, including but not limited to, damages for loss of profits, use,
data or other intangible, even if TME has been advised of the
possibility of such damages.
Some jurisdictions do not allow the limitation or exclusion of liability
for incidental or consequential damages so some of the above limitations
may not apply to you.
Article 16, INDEMNIFICATION
Member agrees to indemnify and hold TME, its affiliates, officers,
directors and employees from any and all claims or demands, including
the payment of reasonable attorney's fees, made by any third party due
to or arising out of Member's use of MaxMan
Article 17, MISCELLANEOUS
Member agrees to comply with U.S. law regarding the transmission/export
of technical data through the use of MaxMan.
Member may enter into correspondence or participate in promotions of
certain advertisers showing their products and/or services on MaxMan.
Any such correspondence or promotions, including the delivery of and the
payment for goods and services, and any other items, conditions, warranties
or representations associated with such correspondence or promotions are
solely between Member and advertiser. TME assumes no responsibility,
obligation or responsibility for any part of such correspondence or promotion.
This Membership Agreement represents the complete agreement
of the parties with respect to the subject matter hereof and supersedes
all prior agreements and understandings.
This Membership Agreement shall be governed by and construed
in accordance with the laws of the State of Connecticut, exclusive
of any provision relating to conflicts of laws.
Article 18, GOVERNING LAW
This Agreement shall be governed by and construed in accordance with the laws of the state of Connecticut. In the event of any dispute under this Agreement, a suit may be brought only in a court of competent jurisdiction within the city of New Haven, Connecticut. Any action against TME under this Agreement must be commenced within 30 days after such cause of action accrues.
Rev. 02/01/2001
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