These Terms of Use govern the Mekanism website at www.mekanism.com and any related application, software, program, platform, tool or digital channel (the “Site”).  In these Terms of Use (“Agreement”), “you” means the individual accessing the Site and the corporation or other legal entity, if any, on whose behalf you are accessing the Site. “Mekanism” means Mekanism and/or its affiliated companies.

Your use of the Site is subject to the terms and conditions of this Agreement and to the terms of the Mekanism Privacy Policy, located at mekanism.com/privacy.

BY ACCESSING OR USING THE SITE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THIS AGREEMENT. IF YOU DO NOT AGREE TO ANY OF THE TERMS IN THIS AGREEMENT, THEN (I) YOU SHOULD NOT TO USE THE SITE. 

 OWNERSHIP

(a) As between you and Mekanism, Mekanism owns all right, title and interest in and to the Site, including all copyrights, patent rights, trademark rights, trade secret rights, rights in know-how, and all other intellectual property rights in the Site and any and all of the text, data, illustrations, images, graphics, photographs, audio, video and audio-video clips and all of the other information and materials made available through the Site (the “Content”).   No right, title or interest in or to the Site or content is transferred to you under this Agreement.

(b) The entire Content of the Site is protected under United States copyright law. The copyrights in the Content of the Site are owned by Mekanism or by third parties who have licensed their materials to Mekanism. The Content of the Site is protected under copyrighted as a collective work and Mekanism owns the copyright in the selection, coordination, arrangement and enhancement of the Content.

 (c) All of the trademarks, service marks and logos (collectively, “Trademarks”) displayed on the Site belong exclusively to Mekanism or their respective owners and may not be reproduced, displayed or used without the written permission of the trademark owner. Nothing contained on the Site should be construed as granting any license or right to use any of the Trademarks. 

LICENSE. Subject to the terms and conditions of this Agreement, Mekanism grants you a limited, revocable, non-transferable license to use the Site in accordance with the terms and conditions of this Agreement. You may only use the Site for legitimate purposes and shall not use the Site for any other purposes. You may not use, copy, reproduce, publish, display publicly, perform publicly, distribute, transmit, transfer, modify or create derivative works based on the Site, in whole or in part, without first obtaining written permission from Mekanism.

ADDITIONAL RESTRICTIONS.

(a) You may not: (i) delete or modify any copyright or trademark notices or language of attribution; (ii) publish, perform, display any part of the Site; or (iii) publish, perform publicly, display publicly or broadcast any part of the Site in or on any other media.

(b) You may not use the Site for any purpose that is unlawful or prohibited by this Agreement. You may not use the Site in any manner that could damage, disable, overburden or impair any Mekanism server or any network connected to any Mekanism server, or interfere with others’ use and enjoyment of any part of the Site.  

(c) In no event may you sell, resell or exploit for any commercial purposes, all or any part of the Site or access to or use of the Site. You shall not use any “robot,” “spider” or other automatic device, or a program, algorithm or methodology having similar processes or functionality, or any manual process, to monitor, copy any part of or interfere or attempt to interfere with the proper working of the Site.

USERNAME AND PASSWORD. In order to obtain access to portions of the Site “https://www.mekanism.com/ground-control”, you may be required to have a username and password. You are responsible for maintaining the confidentiality of your username and password. You will immediately notify Mekanism of any unauthorized use of your username or password or any other breach of security relating to the Site or of this Agreement of which you become aware.

AUTHORITY. You represent and warrant that: (a) you are at least 18 years of age; and (b) you possess the legal right, capacity and authority to enter into this Agreement.

SERVICE DESCRIPTIONS. Mekanism attempts to be as accurate as possible. However, Mekanism does not warrant that service descriptions or other Content of this Site is accurate, complete, reliable, current, or error-free. 

ELECTRONIC COMMUNICATIONS. When you visit the Site or send e-mails, or other digital communications to Mekanism, you are communicating with Mekanism electronically. You consent to receive communications from Mekanism electronically, including by e-mail, or by posting notices on the Site or any of its digital channels. 

CHANGE OR DENY ACCESS. Mekanism reserves the right, at any time with or without prior notice, to change the Site, limit access to the Site or shut down the Site.

DISCLAIMER OF WARRANTIES.

(a) MEKANISM MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND REGARDING THE SITE AND/OR ANY CONTENT ALL OF WHICH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS.  MEKANISM EXPRESSLY DISCLAIMS  ANY AND ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS OF ANY KIND WHATSOEVER, EXPRESS, IMPLIED OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

(b) MEKANISM MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT YOU OR ANY OTHER USER OF THE SITE WILL OBTAIN ANY PARTICULAR OR TANGIBLE RESULT OR GOAL THROUGH THE USE OF THE SITE.  MEKANISM DOES NOT REPRESENT OR WARRANT THAT THE SITE, ITS SERVERS, THE CONTENT, OR ANY DIGITAL COMMUNICATIONS SENT FROM MEKANISM ARE OR WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR ARE OR WILL BE AVAILABLE ON AN UNINTERRUPTED AND ERROR FREE BASIS.

 (c) SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN REPRESENTATIONS OR WARRANTIES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS OF REPRESENTATIONS, WARRANTIES AND CONDITIONS MAY NOT APPLY TO YOU.

 LIMITATION OF LIABILITY.

(a) YOUR USE OF THE SITE, DIGITAL COMMUNICATION ALERTS AND THE CONTENT ARE AT YOUR SOLE RISK. IN NO EVENT SHALL MEKANISM BE LIABLE FOR ANY INJURY, LOSS, CLAIM, DAMAGE, OR ANY SPECIAL, EXEMPLARY, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND  (a “CLAIM”), WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, WHICH ARISE OUT OF OR ARE IN ANY WAY CONNECTED WITH THIS AGREEMENT OR THE SITE.

 (b) THE LIMITATIONS OF LIABILITY IN THIS AGREEMENT SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW AND EVEN IF AN AUTHORIZED REPRESENTATIVE OF MEKANISM HAS BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES, AND WITHOUT REGARD TO THE EFFECTIVENESS OF OTHER REMEDIES.

(c) IF, NOTWITHSTANDING ANY OF THE FOREGOING LIMITATIONS OF LIABILITY, MEKANISM IS FOUND LIABLE FOR ANY CLAIM WHICH ARISES OUT OF OR IS IN ANY WAY CONNECTED WITH THIS AGREEMENT THE TOTAL LIABILITY OF MEKANISM, ITS AFFILIATES AND ANY THIRD PARTY PROVIDERS AND DISTRIBUTORS SHALL IN NO EVENT EXCEED, IN THE AGGREGATE, US$1000.00. 

(d) SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.

INDEMNIFICATION. You agree to defend, indemnify and hold harmless Mekanism, its affiliates, and any third party providers , and its and their officers, directors, employees and agents from and against all Claims including reasonable legal and accounting fees, brought by or on your behalf in excess of the liability described herein or by third parties as a result of your use of the Site.  

LINKS. The Site may contain links to other websites and digital channels. Such links are provided solely as a convenience to you and not as an endorsement by Mekanism of such other Web sites and digital channels. Your use of any such other Web sites or digital channels is at your own risk.  

RELATIONSHIP. The relationship between Mekanism and you is as independent contractors, and neither of us nor any of our respective officers, agents or employees will be held or construed to be partners, joint ventures, fiduciaries, employees or agents of the other.

ATTORNEY’S FEES.  If Mekanism prevails in any action to enforce this Agreement, Mekanism will be entitled to recover from you, and you agree to pay, all reasonable attorney’s fees and any cost of litigation, in addition to any other relief to which Mekanism may be entitled.

INJUNCTIVE RELIEF. You acknowledge that a violation or attempted violation of any of this Agreement will cause such damage to Mekanism as will be irreparable, the exact amount of which would be difficult to ascertain and for which there will be no adequate remedy at law. Accordingly, you agree that Mekanism shall be entitled as a matter of right to an injunction issued by any court of competent jurisdiction, restraining such violation or attempted violation of this Agreement by you, or your affiliates, partners, or agents, as well as to recover from you any and all costs and expenses sustained or incurred by Mekanism in obtaining such an injunction, including reasonable attorney’s fees. You agree that no bond or other security shall be required in connection with such injunction.

GOVERNING LAW; JURISDICTION. THIS AGREEMENT AND ITS PERFORMANCE SHALL BE GOVERNED BY THE LAWS OF THE STATE OF CALIFORNIA, UNITED STATES OF AMERICA, WITHOUT REGARD TO ITS CONFLICT OF LAWS PROVISIONS. YOU CONSENT AND SUBMIT TO THE EXCLUSIVE JURISDICTION OF THE STATE AND FEDERAL COURTS LOCATED IN SAN FRANCISCO, CALIFORNIA, UNITED STATES OF AMERICA, IN ALL QUESTIONS AND CONTROVERSIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE SITE OR THE CONTENT.  

TERMINATION. Mekanism may, in its sole discretion, terminate this Agreement at any time for any or no reason, with or without prior notice, including, without  limitation, if you fail to comply with any of the terms of this Agreement. Any termination of this Agreement shall not affect any right to relief to which Mekanism may be entitled, at law or in equity. Upon termination of this Agreement, all rights granted to you will immediately terminate and revert to Mekanism and you shall immediately cease all of the Site and the Content. The provisions of this Agreement which by their express or implied terms extend beyond the termination of this Agreement shall continue in full force and effect notwithstanding the termination of this Agreement, including any disclaimer of warranties, limitations of liability, indemnification, ownership and restrictions on use.

ASSIGNMENT. You may not assign this Agreement or any rights, duties or obligations under this Agreement.  Mekanism may freely assignthis Agreement or any rights, duties and obligations hereunder. This Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective permitted successors, assign, heirs and legal representatives.

MODIFICATION. Mekanism may update and amend this Agreement from time to time.  All such updates and amendments are effective immediately upon notice thereof, which we may give by posting a revised version of this Agreement or other notice on the Site. You should view this Agreement often to stay informed of changes that may affect you.Your continued use of the Site signifies your continuing consent to be bound by the terms of this Agreement. 

SEVERABILITY. If any provision of this Agreement is determined to be unenforceable or invalid, such provision shall be enforced to the fullest extent permitted by applicable law, and such determination shall not affect the validity and enforceability of any other remaining provisions.

WAIVER. Mekanism’s failure at any time to require performance of any provision of this Agreement or to exercise any right provided for in this Agreement shall not be deemed a waiver of such provision or such right. All waivers must be in writing.  

ENTIRE AGREEMENT. This Agreement, together with the Mekanism Privacy Policy located at mekanism.com/privacy, constitutes the entire agreement between us relating to your use of the Site and may not be amended or modified except in writing or as provided herein (including by Mekanism making such amendments or modifications available on the Site).

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