Please read the terms of this Agreement carefully. If you do not agree to the terms of this Agreement, then you may not use or access the Site or any of the Services. Material.Global may, in its sole discretion, modify any of the Material.Global Terms, including without limitation, this Agreement, from time-to-time, and may modify, suspend, or terminate the Material.Global Site and Services, for any reason, and without notice. Material.Global recommends that you review the Material.Global Terms from time to time to note any changes. By continuing to use or access the Site or any of the Services, you agree to be bound by all Material.Global Terms in effect at the time of such use or access. Note that any violation of the Material.Global Terms may result in termination of the Service to you. If you have questions about the Material.Global Terms, please contact us at email@example.com.
BY COMPLETING THE REGISTRATION PROCESS OR USING THE SERVICES, YOU ARE AGREEING TO BE BOUND BY ALL Material.Global TERMS. IF YOU DO NOT AGREE WITH IT, YOU SHOULD LEAVE THE Material.Global SITE AND DISCONTINUE USE OF THE SERVICES IMMEDIATELY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY TO THE Material.Global TERMS, IN WHICH CASE THE TERMS "YOU" OR "YOUR" WILL REFER TO SUCH ENTITY. Material.Global MAY MODIFY THIS AGREEMENT FROM TIME TO TIME. FOR Material.Global VISITORS, THIS AGREEMENT APPLIES ONLY TO YOUR CURRENT VISIT AND THE FRUITS THEREOF - PLEASE CHECK THIS AGREEMENT AGAIN ON YOUR NEXT VISIT FOR ANY RECENT MATERIAL CHANGES.
1. DESCRIPTION OF SERVICES
We make available to you on the Material.Global Site certain resources, including, but not limited to, software applications to identify, evaluate, and potentially enhance career decisions, activities, behaviors, plans and goals ("Software"), and diagnostic reports based on your use of the Software ("Reports"), as well as additional information, content and tools that we hope may be of interest to you. The Software, the Reports and such additional information, content and tools will be collectively referred to in this Agreement as "Material.Global Content". Unless explicitly stated otherwise, any new features or functionalities made available on the Material.Global Site are subject to this Agreement and shall be considered as Material.Global Content.
If you want to access or use certain information, content, or tools on the Material.Global Site you may be required to register for a Material.Global account. In registering, you agree to provide accurate, current, and complete information, and to keep it up to date at all times. Please do not choose as a login name an email address that is indecent or offensive, or otherwise violates this Agreement or any applicable laws or regulations. You are responsible for safeguarding the password that you use to access the Material.Global Site and you agree not to disclose it to any third party. You hereby take responsibility for all actions taken under your account by you or any third parties. You will notify Material.Global immediately of any unauthorized use of your account.
3. WHAT YOU MUST NOT DO
You agree to use the Material.Global Site and the Services only in accordance with the terms and conditions of this Agreement (and the Material.Global Terms, if applicable), as well as any and all applicable laws and regulations. While using the Services you will not (i) engage in any illegal acts or acts which are offensive to others, or (ii) violate any personal or property rights of any third party, including, but not limited to, intellectual property rights. Furthermore, you will not:
(a) Copy, modify, adapt, translate, or otherwise create derivative works of the Services or the Software, or (except as explicitly permitted herein) the Material.Global Content;
(b) Reverse engineer, de-compile, disassemble, or otherwise attempt to discover any measurement systems used by Material.Global;
(c) Rent, lease, sell, assign, or otherwise transfer rights in or to the Services or the Software;
(d) Post, transmit, or introduce any device, software, or routine that interferes or attempts to interfere with the operation of the Services or the Software.
(e) Circumvent, disable, or otherwise interfere with security-related features of Services or the Software, or features that prevent or restrict use or copying of any Material.Global Content;
(f) Upload, stream, email, or otherwise transmit (i) any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, "pyramid" or similar schemes, or any other form of solicitation or (ii) any viruses or other computer code that could interrupt, destroy, or limit the functionality of the Services or the Software, infect or damage another user's computer, or interfere with the access of any other user to the Services or the Software;
(g) Delete, or in any manner alter, the copyright, trademark, or other proprietary rights notices appearing on the Material.Global Site and any Material.Global Content;
(h) Represent that Material.Global endorses or supports your site or content;
(i) Obtain any information or materials relating to the Services or the Material.Global Site or through any means not intentionally made available by Material.Global to you, or attempt to gain unauthorized access to the Services or the Material.Global Site, or any technology, computer systems, or networks associated with the Services or the Material.Global Site, or attempt to index, search, or crawl the Services or the Material.Global Site with any automated process or other similar mechanism.
Material.Global may terminate or suspend your Material.Global account and your access at any time without notice including without limitation in response to a suspected violation of any of the foregoing prohibitions.
4. AGE REQUIREMENTS
To become a Registered User of the Material.Global Site and the Services, you must be 18 years or over.
6. PAYMENT METHOD, REFUNDS
A valid credit card is required for all subscription to the Material.Global Services unless prior arrangements are mutually made in writting. The Material.Global Services are billed in advance and in-full prior to your access or usage of the Material.Global Services. ALL AMOUNTS PAID BY YOU ARE NON-REFUNDABLE AND YOU WILL NOT BE ENTITLED TO ANY REFUND OR CREDIT OF ANY AMOUNTS PAID BY YOU FOR THE SERVICES.
7. ELECTRONIC COMMUNICATIONS
By using the Services, you consent to receiving electronic communications from Material.Global. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
8. COPYRIGHT, TRADEMARKS and GENERAL USE RESTRICTIONS
Unless otherwise specified, all information appearing on the Material.Global Site including the Material.Global Content, documents, services, text, graphics, site design, images, logos and icons, as well as the selection and arrangement thereof, are the sole property of Material.Global and its licensors. Material.Global and Material.Global trade names, logos and slogans, including without limitation are trademarks owned by Material.Global. All other trademarks, logos and service marks displayed on the Material.Global Site are the property of their respective owners. Material.Global provides products, content and services through the Material.Global Site, including content, trademarks, logos, graphics and images, video and audio that are copyrighted work of Material.Global or Material.Global's licensors. You agree that you have no right to copy, reproduce, edit, modify any these materials. You agree that you have no right, title or interest in the Material.Global Site, the Services, the Material.Global Content or any other content or services provided on the Material.Global Site. All rights not expressly granted herein are reserved.
By visiting the Material.Global Site, you also hereby acknowledge and agree that, unless otherwise expressly stated to the contrary in a written agreement executed by each of you and the Material.Global, in the event you communicate with Material.Global (by any means) concerning any proposed modifications, ideas, concepts, enhancements or recommendations concerning the Material.Global Site, the Material.Global Services, the Material.Global Content, Software or the Material.Global business, Material.Global shall be deemed to be the sole owner of any such modifications, ideas, concepts, enhancements or recommendations by you and Material.Global shall not be required to pay you any compensation whatsoever with respect to the same. You hereby assign, all right, title and interest worldwide in and to these modifications, ideas, concepts, enhancements or recommendations, and all related intellectual property rights in perpetuity throughout the universe, to Material.Global.
9. YOUR CONTENT
Any content created by you when utilizing the Material.Global Site, the Material.Global Services or the Software, including without limitation, your assessment responses, blueprint inputs, emails, video/intercom/chat interactions, communications and/or suggestions for enhancements or modifications to the Material.Global Site, the Material.Global Services or the Material.Global business ("User Content"), including all right, title and interest in all intellectual property rights pertaining to the User Content, shall be owned by Material.Global. By visiting or signing up as a Registered User, you hereby assign and convey to Material.Global all right, title and interest in all intellectual property rights concerning such User Content.
10. THIRD PARTY WEBSITES/SERVICES
11. LINKS TO THIRD PARTY SITES
Any Web site that links to Material.Global (1) may link to, but not replicate, any portion of the Site; (2) may not imply that Material.Global is endorsing such Web site or its services or products, unless otherwise expressly agreed by Material.Global; (3) may not misrepresent its relationship with Material.Global; (4) may not contain content that could be construed as distasteful, obscene, offensive or controversial, and may contain only content appropriate for all ages; (5) may not portray Material.Global or the Material.Global Services in a false, misleading, derogatory, or otherwise offensive or objectionable manner, or associate Material.Global with undesirable products, services, or opinions; and (6) may not use any Material.Global trademark or service mark without our express written permission. Material.Global may, in its sole discretion, request that you remove any link to the Site, and upon receipt of such request, you shall immediately remove such link.
12. MODIFICATION OF THE Material.Global SITE AND SERVICES
Material.Global reserves the right, in its sole discretion, to modify or discontinue the Material.Global Site and Services without notice.
13. EXPORT LAWS
The Software is further subject to United States export controls. No Software may be downloaded from the Services or otherwise exported or re-exported in violation of U.S. export laws. By downloading or using the Software, you represent and warrant that such download or use is not in violation of any such law.
You hereby agree to defend, indemnify and hold harmless Material.Global, its subsidiaries, their affiliates and each of their respective officers, directors, employees, shareholders, members, managers, agents, contractors, successors and/or assigns (each an "Indemnified Party") from and against any and all claims, suits, damages, losses, liabilities, penalties, actions, proceedings, judgments, settlements, and any and all expenses and costs related thereof and demands thereof of any type and nature (whether actual or alleged, known or unknown, disclosed or undisclosed), including without limitation costs and reasonable attorneys' fees that an Indemnified Party may incur, in connection with any claim or action that (i) arises from any alleged breach by you of this Agreement or applicable law, rules, regulations or polices, (ii) arises from the content or information you post, transmit or store using the Material.Global Services or the Material.Global Site, including without limitation, any User Content; or (iii) arises from your activities or postings in connection with your use of Material.Global Services or the Material.Global Site as a Material.Global Visitor or a Registered User. In addition, you acknowledge and agree that Material.Global has the right to seek damages when you use Material.Global Services or the Material.Global Site for unlawful purposes, in an unlawful manner, and/or in a manner inconsistent with these Terms of Service, and that such damages may include, without limitation, direct, indirect, special, incidental, cover, reliance and/or consequential damages.
15. WARRANTY DISCLAIMER; LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT THE Material.Global SITE AND THE Material.Global SERVICES AND THE INFORMATION AVAILABLE THROUGH THE Material.Global SITE AND THE Material.Global SERVICES IS PROVIDED ON AN "AS IS" "AS AVAILABLE" BASIS. Material.Global DOES NOT WARRANT THAT THE Material.Global SITE OR THE Material.Global SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE, AND Material.Global MAKES NO WARRANTY AS TO THE ACCURACY, COMPLETENESS, AUTHENTICITY, OR RELIABILITY OF ANY INFORMATION AVAILABLE THROUGH THE Material.Global SITE OR THE Material.Global SERVICES. Material.Global HEREBY EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES WITH RESPECT TO THE Material.Global SITE AND THE Material.Global SERVICES AND THE INFORMATION AVAILABLE THROUGH THE Material.Global SITE AND/OR THE Material.Global SERVICES, INCLUDING BUT NOT LIMITED TO ALL IMPLIED WARRANTIES AND ALL WARRANTIES REGARDING MERCHANTABILITY, THE IMPLIED WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. THE INFORMATION AND CONTENT PUBLISHED BY Material.Global ON THE Material.Global SITE AND IN CONNECTION WITH THE Material.Global SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. UNDER NO CIRCUMSTANCES SHALL Material.Global BE HELD LIABLE FOR ANY SUCH INACCURACIES OR TYPOGRAPHICAL ERRORS OR IN THE TRANSMISSION OF ANY USER DATA.
YOU USE THE Material.Global SITE AT YOUR OWN RISK. YOUR USE OF THE DATA OR INFORMATION PROVIDED IN ACCORDANCE WITH (OR RESULTING FROM) YOUR USAGE OF THE Material.Global SITE OR THE Material.Global SERVICES IS ALSO USED AT YOUR OWN RISK. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER Material.Global NOR ANY INDEMNIFIED PARTY (AS SUCH TERM IS DEFINED IN SECTION 14) SHALL BE LIABLE FOR (i) ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES UNDER THIS AGREEMENT, OR FOR ANY LOSS OF PROFITS OR LOSS OF REVENUE OR LOSS OF INCOME RESULTING FROM THE USE OF THE Material.Global SERVICES OR THE Material.Global SITE BY YOU OR ANY THIRD PARTIES OR ANY FAILURE OF THE Material.Global SERVICES OR THE Material.Global SITE (ii) ANY LOSS OF DATA OR CORRUPTION OF DATA, INCLUDING LOSS OF DATA RESULTING FROM DELAYS, NONDELIVERIES, MISDELIVERIES, SERVICE INTERRUPTIONS OR A FAILURE OF Material.Global'S NETWORK, WHETHER BASED ON CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, EVEN IF Material.Global HAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGES; OR (III) RELIANCE BY YOU ON ANY INFORMATION OBTAINED THROUGH USE OF THE Material.Global SERVICES OR THE Material.Global SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
Material.Global'S TOTAL MAXIMUM AGGREGATE LIABILITY TO YOU AND ALL THIRD PARTIES UNDER THIS AGREEMENT AND IN RESPECT OF ALL Material.Global SERVICES SHALL NOT EXCEED THE GREATER OF (I) THE AMOUNT ACTUALLY PAID BY YOU DURING THE ONE-YEAR PERIOD PRECEDING THE DATE UPON WHICH SUCH LIABILITY ACCRUED OR (II) SEVENTY-FIVE DOLLARS ($75.00).
ANY CLAIM ARISING OUT OF OR RELATED TO USE OF THE Material.Global SERVICES OR THE Material.Global SITE OR THIS AGREEMENT MUST BE FILED BY YOU WITHIN ONE (1) YEAR OF THE EVENT THAT UNDERLIES ANY SUCH CLAIM OR SHALL BE BARRED FOREVER.
16. GOVERNING LAW, JURISDICTION, VENUE
You may not assign any rights granted to you or delegate any of your duties hereunder; any attempt to do so is void and of no effect. Material.Global may assign its rights and delegate its duties under this Agreement in their entirety at any time. Including without limitation, in connection with a merger, reorganization or sale of all, or substantially all, of its assets relating to this Agreement. The failure of Material.Global at any time to require performance of any provision hereof shall in no manner affect its right at a later time to enforce the same unless the same is waived in writing. You hereby agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable, in whole or in part, that term or provision will not affect the remainder of this Agreement; this Agreement will be deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible, consistent with applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions will remain in full force and effect. The headings and captions are for convenience only and are not to be used in the interpretation of this Agreement. This Agreement and the Material.Global Terms constitutes the complete and exclusive understanding and agreement between you and Material.Global regarding its subject matter, and supersedes all prior and contemporaneous agreements or understandings relating to such subject matter.
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