MachineryManager.com Terms of Use

These Terms of Use (this “Agreement”), which is a legal agreement between you (“You” or "you") and MachineWeb, Inc., a Michigan corporation doing business as "Machinery Manager" (“Machinery Manager”), shall govern Your use of and access to the Website (as defined below). By checking any acceptance boxes, clicking any acceptance buttons, submitting any text or content, making any use of the Website, You (a) accept this Agreement and agree to be bound by each of its terms, and (b) represent and warrant to Machinery Manager that (i) You are at least 18 years of age and have the authority to enter into this Agreement, (ii) this Agreement is binding and enforceable against You, (iii) to the extent an individual is accepting this Agreement on behalf of an entity, such individual has the right and authority to agree to all of the terms set forth herein on behalf of such entity, and (iv) You have read and understand Machinery Manager’s Privacy Policy, the terms of which are posted at the Website and incorporated herein by reference (the “Privacy Policy”), and agree to abide by the Privacy Policy. Machinery Manager may amend this Agreement from time to time, each of which amendments shall be deemed to be effective 2 days after posting the updated Agreement at the Website. You should check the Website and this Agreement regularly to ensure You remain current on the terms and agreements set forth herein.

Purpose.
The purpose of this Agreement is to set forth the terms and conditions under which, among other things, Machinery Manager will license to You use of certain of Machinery Manager’s technology, software and/or services such you can make use of the Website for purposes of selling metalworking machinery, locating equipment for purchase and/or learning about machine tools, tooling and/or related topics. References to "Website" shall mean the website currently located at www.MachineryManager.com. Machinery Manager's services (the "Services") are described within various pages of the Website. You should review these pages to gain a better understanding of the Services and the goals behind the Website. Without limitation, the Services may include the ability to create and host a website (“Your Website”), manage your contacts, facilitate email marketing, post equipment listings to MachineTools.com and other listing websites, and otherwise assist you in managing your business. Access to the Website for the purposes described above is sometimes reference to herein as the "Purpose".
Machinery Manager is not a manufacturer, retailer or re-seller with respect to machinery, equipment or any other products or services listed on Your Website, on MachineTools.com, or any third party website. Machinery Manager does not endorse or recommend the products or services of any particular company or manufacturer. Machinery Manager is not your agent. Machinery Manager’s Services are administrative only. Machinery Manager expressly reserves the right to discontinue, suspend or terminate the offering of one or all of its Services at any time, and/or to utilize any third parties to provide any part of the Services, in its discretion.
License.
Subject to your full compliance with this Agreement and payment of all applicable fees, Machinery Manager hereby grants You a non-transferable, non-exclusive, revocable, limited license to access and use Machinery Manager’s software platform as made available at the Website during the Term (as defined below) solely for the Purpose. Machinery Manager may, from time to time, update or modify the Website, release new versions of the software platform available through the Website, or create new modules related thereto, each of which may, at Machinery Manager’s discretion, be included within the license described above. You shall not be permitted to sublicense or transfer any of Your rights hereunder including, without limitation, access to password-protected portions of the Website.
Certain Restrictions.
You shall not directly or indirectly copy or reproduce all or any part of the Website, whether electronically, mechanically or otherwise, in any form including, but not limited to, the copying of presentation, style or organization. You shall use the Website solely for its intended purposes and shall not use the Website for the benefit of any third party except as specifically contemplated under this Agreement. You shall not use the Website to post, transmit, convey, submit, distribute, store or destroy any content, photographs, video, descriptions, drawings, content, audio materials, text, messages or other information, whether to Your Website, via email communications available through the Website, to www.machinetools.com, to third party listings sites, or otherwise (collectively, "Posted Information"): (a) in violation of any applicable law, statute, ordinance or regulation; (b) in a manner that will infringe the intellectual property rights of others; (c) that is defamatory, obscene or trade libelous; (d) that contains any viruses, Trojan horses, worms, time bombs, cancel bots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) that is false, misleading or inaccurate in any way; or (f) in violation of the any acceptable use policy or other policy posted at the Website from time to time. You shall not violate or attempt to violate the security of the Website. You shall not reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from the Website, including, without limitation, any of the software comprising or in any way making up a part of the Website.
Certain Responsibilities.
You shall be solely responsible for: (i) all Posted Information you post utilizing the Website; (ii) ensuring that all Posted Information is appropriate in tone and is accurate; (iii) complying with all applicable laws, rules and regulations at all times; and (iv) maintaining all passwords and access codes to the Website, and refraining from sharing or otherwise permitting third parties to use any such passwords and/or access codes to access the Website. You acknowledge that once a message, content or any Posted Information is submitted or posted, You may not be able to withdraw or delete it. Without limiting your obligations in this Section 4, you agree as follows:
1. For any email message sent by you using the Website or other Services, (i) the "from" line of any email message sent by you will accurately and in a non-deceptive manner identify your organization, your product or your service, (ii) the "subject" line of any email message sent by you will not contain any deceptive or misleading content regarding the overall subject matter of the email message, (iii) you will include your valid physical address; will contain an "unsubscribe" link that allows contacts to remove themselves from your mailing list.
2. You shall monitor and process unsubscribe requests received by you directly within 5 days of submission and you shall not send any message the primary purpose of which is the commercial advertisement or promotion of a commercial product or service to any person who has opted out or otherwise objected to receiving such messages from you or another sender on whose behalf you may be acting.
3. You are responsible for ensuring your use of the Website or other Services complies with all privacy, data security, and other laws applicable to you, and you will ensure Machinery Manager has all necessary rights to process any personally identifiable information you collect through Your Website, or input into the Website or other Services in accordance with this Agreement and Machinery Manager’s Privacy Policy. Without limiting the foregoing, You will not import or incorporate into any contact lists or other content you upload to our servers any of the following information: social security numbers, national insurance numbers, credit cards, passwords, security credentials, or sensitive personal or health information of any kind.
Machinery Manager Rights.
Machinery Manager shall be entitled, at its sole discretion, to: (i) remove or cancel any Posted Information that Machinery Manager deems to be offensive, illegal, inaccurate, contrary to any agreement or contract or inappropriate in any way, and Machinery Manager shall not be liable to You or any other party on account of any such decision; (ii) review all Posted Information to ensure that it complies with all applicable rules and policies; or (iii) suspend, restrict and/or terminate, without notice of any kind, Your Website, or Your Machinery Manager account for any reason. Notwithstanding the foregoing, Machinery Manager shall not be required to review or monitor any Posted Information posted by You at or through the Website, and You shall be solely responsible for the veracity and accuracy of all such data, content and information.
Fees.
Fees charged for the various products and/or services offered at the Website, including fees for listing machines and accessing the MM Service (as defined below), are set forth in various locations throughout the Website or in a separate document. In consideration for providing the Services, you agree to pay all such fees which are due and owing on account of the selections you have made at the Website or through a Machinery Manager representative (collectively, the "Fee"). Fees are payable as set forth in the applicable portion of the Website, and you hereby agree to pay all costs and expenses incurred by Machinery Manager (including attorneys' fees) in collecting past due Fees. In addition, past due Fees shall accrue interest at the lesser of 15% per annum or the maximum rate allowed by law. By checking the "I Accept" box at the end of this Agreement, accessing the Website or otherwise using any Services, you hereby agree to pay all Fees due and owing to Machinery Manager (and, if applicable, authorize Machinery Manager to charge the credit card you have on file with Machinery Manager for all Fees due and owing hereunder). All fees described herein (including, without limitation, the Fees) are non-refundable once paid.
Term and Termination.
This Agreement shall continue in full force until the earlier to occur of (i) either party providing written or electronic notice of termination to the other party (at which point You shall no longer be entitled to access non-public portions of the Website), or (ii) Machinery Manager electing to terminate Your access to the Website, with or without notice (the “Term”). Upon termination of this Agreement for any reason, You shall no longer be entitled to access or use any non-public portions of the Website. In addition to the foregoing, in the event that Machinery Manager determines, in its sole and absolute discretion, that You have breached this Agreement, threatened to breach this Agreement, committed any fraud or deception, breached any Machinery Manager policy in effect from time to time or otherwise failed to perform to the standards required of Machinery Manager, Machinery Manager shall be entitled, at its discretion and in addition to any other remedies it may have hereunder and/or at law, to terminate, cancel or suspend Your access to the Website and/or eliminate Your access to submit Posted Information within the Website, in each of the foregoing cases at any time and for any period of time. Machinery Manager shall not be responsible for the return of any Posted Information of any kind to You upon any termination of this Agreement or suspension of Your access to the Website, including without limitation any information input into the Website by You. Sections 3, 4, 5, 6, 7, 8, 9, 10, 11, 12, 13, 14 and 15 of this Agreement shall survive any termination of this Agreement.
Intellectual Property.
1. General Ownership.
  All trademarks, patents, copyrights and other intellectual property rights owned by either party on the date hereof shall continue to be owned solely by such party, and except as set forth herein, nothing in this Agreement shall be deemed to confer any rights to any such intellectual property on the other party. For purposes of clarity: (i) as between You and Machinery Manager, You shall be deemed to be the sole owner of all Posted Information entered into the Website or otherwise posted by You through the Services; and (ii) Machinery Manager is the sole owner of the name “MachineryManager.com” as well as the Website, any website and/or email templates available through the Website, and all source code, object code, software, content, copyrights, trademarks, patents and other intellectual property related thereto or included therein. All suggestions, recommendations, bug-fixes, error-fixes or other communications from You to Machinery Manager regarding the Website shall, upon submission to Machinery Manager, be owned solely and exclusively by Machinery Manager. In addition, Machinery Manager shall be entitled to post feedback at the Website (and/or allows others to do so), both positive and negative, regarding any user. You acknowledge and agree that the applicable supplier(s) of any third-party software included within the Website shall own all worldwide rights, title and interest in and to such third party software (and any intellectual property rights therein), subject to such suppliers’ license, if any, of such third party software to Machinery Manager.
2. Use of Posted Information.
  In exchange for Your use of the Website, and subject to the Privacy Policy, you hereby grant to Machinery Manager an unlimited, perpetual, irrevocable, fully-paid, transferable, assignable, sub-licensable, worldwide license to use, reproduce, modify, publish, edit, translate, distribute, repurpose, perform and display any and all Posted Information You post to or through the Website, submit to Machinery Manager, alone or as part of other works in any form, media or technology whether now known or hereafter developed, and to sublicense such rights through multiple tiers of sublicensees, in connection with Machinery Manager performing the Services described herein. You also irrevocably grant the users of the Website the right to access and review Your Posted Information in connection with their use of the Website. Finally, You irrevocably waive, and cause to be waived, against Machinery Manager and its users any claims and assertions of moral rights or attribution with respect to Your Posted Information. Machinery Manager shall be entitled to display advertising and/or any other content at locations of its choosing within the Website, or on Your Website including without limitation adjacent to Your Posted Information.
Confidentiality; Non-Solicitation.
You agree to treat as confidential all confidential information of Machinery Manager, not to use such confidential information for any purpose other than to the limited extent necessary to use the Website or Services and not to disclose such confidential information to any third party except as may be reasonably required pursuant to this Agreement and subject to confidentiality obligations at least as protective as those set forth herein. Without limiting the generality of the foregoing, You shall use at least the same degree of care which You use to prevent the disclosure of Your own confidential information of like importance to prevent the disclosure of confidential information disclosed by Machinery Manager, provided, however, that in no event shall such degree of care be less than reasonable in light of general industry practice. Machinery Manager agrees to protect Your Posted Information in accordance with the Privacy Policy, to the extent applicable. In addition, during the Term and for a period of one year thereafter, You shall refrain from directly or indirectly soliciting, enticing, persuading or inducing any individual who is then, or has been within the 1-year period prior to the applicable date, an employee of Machinery Manager to terminate employment with Machinery Manager or to become employed by or enter into contractual relations with any other individual or entity.
Disclaimers.
1. No Warranties.
  Except as explicitly set forth herein, neither Machinery Manager, its affiliates or any of any such party's equity holders, directors, officers, employees, agents, suppliers, licensors nor the like, makes any warranties of any kind, either expressed or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) that the Website or Your Website will be error-free, (c) as to a minimum level of uptime for the Website or Your Website, or (d) as to the results that may be obtained by You by entering into this Agreement and/or using the Website. You agree and acknowledge that the Website is licensed and/or provided hereunder on an “as is” basis. In addition, You hereby agree and acknowledge that: (i) Machinery Manager shall not be responsible for any actions taken by any other party using the Website or reviewing any of Your Posted Information; (ii) Machinery Manager does not recommend or endorse any third parties hereunder, and makes no representations or warranties whatsoever regarding any such third party; (iii) Machinery Manager is not responsible for any other party's compliance with applicable laws, rules or regulations; (iv) Machinery Manager’s services are administrative in nature and Machinery Manager is not responsible for verifying the accuracy or veracity of any Posted Information; (v) Machinery Manager shall not, under any set of circumstances, be responsible or liable for an content, text, photographs and/or other Posted Information, including any Posted Information which may violate applicable law and/or a third party's intellectual property rights; and (vi) Website may not function properly or as intended at times.
2. Unavailability of Website.
  You are responsible, at your sole cost and expense, for providing all equipment necessary to access the Internet, the Website. While it is Machinery Manager’s objective to make the Website and Your Website accessible at all times, the Website and Your Website may be unavailable from time to time for any reason including, without limitation, routine maintenance and/or downtime attributable to Machinery Manager’s third party hosting provider. In addition, various portions of the Website or Your Website may operate slowly from time to time. You understand and acknowledge that due to circumstances both within and outside of the control of Machinery Manager, access to the Website or Your Website may be interrupted, suspended or terminated from time to time. In particular, and not in limitation of the foregoing, Machinery Manager shall not be liable in any way for any delay in responding to an inquiry or question forwarded by You or the effects any delay or unavailability may have on You or Your customers or potential customers. YOU AGREE THAT MACHINERY MANAGER SHALL NOT BE LIABLE FOR ANY DAMAGES ARISING FROM ANY SUCH INTERRUPTION, SUSPENSION OR TERMINATION OF THE WEBSITE OR YOUR WEBSITE AND THAT YOU SHALL PUT IN PLACE CONTINGENCY PLANS TO ACCOUNT FOR SUCH PERIODIC INTERRUPTIONS OR SUSPENSIONS OF THE WEBSITE AND YOUR WEBSITE.
Indemnification and Limitation on Liability.
You shall defend and indemnify Machinery Manager, at Your sole cost and expense, from and against any claims, damages, liabilities and/or expenses arising out of Your breach of any of Your obligations or representations set forth in this Section 3. You agree to defend, indemnify and hold harmless Machinery Manager, its affiliates, its licensors, and their respective employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorney's fees), resulting from or arising out of (a) Your use of the Website, including, without limitation any communications sent by You through Website, or any other Posted Information posted or communicated through the Website (including any of the foregoing done by a third party utilizing Your access credentials); b) your breach of this Agreement, and/or c) Your Posted Information, including, but not limited to, any claims for violation of any laws or third party intellectual property rights with respect to Posted Information. MACHINERY MANAGER SHALL NOT, UNDER ANY SET OF CIRCUMSTANCES, BE LIABLE TO YOU FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING, BUT NOT LIMITED TO, LOST PROFITS OR DATA, ARISING OUT OF THIS AGREEMENT, YOUR USE OF THE WEBSITE, OR YOUR WEBSITE, WHETHER BASED IN CONTRACT, TORT OR ANY OTHER LEGAL THEORY, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, MACHINERY MANAGER'S TOTAL LIABILITY TO YOU FOR ANY CLAIM ARISING HEREUNDER OR RELATED HERETO SHALL NOT EXCEED THE GREATER OF $50 OR THE AMOUNTS PAID BY YOU FOR THE SERVICES DURING THE PRIOR 6 MONTH PERIOD.
Force Majeure.
Machinery Manager shall not be liable to You for failure or delay in performing any obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control.
General Terms.
The following terms and conditions govern general use of the Website:
1. You agree to abide by all restrictions displayed on the Website, as and when they are updated from time to time, including, without limitation, the rules in this Section 13. Machinery Manager reserves the right to remove any content You post to the Website or Your Website, block the sending of any inquiry, communications, or other content Machinery Manager deems inappropriate in its sole discretion, and may terminate all access to the Website at any time in its sole discretion for any or no reason. While Machinery Manager reserves the right to monitor all postings and/or content posted at the Website, Your Website, or communications sent through the Website, it has no obligation to do so.
  1. Permitted Uses.
    You may use the Website only in good faith for the Purpose described herein.
  2. Distribution.
    Except as expressly permitted under other provisions of this Agreement, You may not modify, reproduce, duplicate, copy, photocopy, print, republish, display, translate, transmit, distribute, sell, resell, rent, lease, loan, exploit, reduce to any electronic medium or machine-readable form, or otherwise make available in any form or by any means all or any portion of the Website, the content or any information or materials retrieved from either of them, including, without limitation, graphics and logos, in whole or in part, for any purpose.
  3. Derivative Works.
    You may not create compilations or derivative works of the Website, the Website content or any other materials from the Website.
  4. Proprietary Notices.
    You may not remove, change or obscure and You must retain on all copies of the content You download any copyright notice or other proprietary notice, Privacy Policy, legal disclosures or terms of use contained in the content or on the Website.
  5. Infringement.
    You may not use the Website, the Website and content or any other materials from the Website in any manner that may infringe upon any copyright or other intellectual property right, proprietary right, or property right of Machinery Manager or any third party.
  6. Other Prohibited Uses.
    You may not use the Website of Your Website for any purpose that:
    1. is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, or otherwise violates Machinery Manager’s rules or policies;
    2. victimizes, harasses, degrades, or intimidates an individual or group of individuals on the basis of religion, gender, sexual orientation, race, ethnicity, age, disability, or any other classification protected by law;
    3. invades any person’s or entity’s privacy or other rights;
    4. constitutes unauthorized or unsolicited advertising, junk or bulk e-mail (also known as "spamming"), chain letters, any other form of unauthorized solicitation, or any form of lottery or gambling;
    5. misidentifies You or impersonates any person or entity, including, without limitation, any employee or representative of Machinery Manager, or falsely states, implies, or otherwise misrepresents Your affiliation with a person or entity by, for example, pretending to be someone other than You or pretending to represent a company or organization that You are not affiliated with or authorized to represent; or
    6. could otherwise reasonably be deemed or viewed to be unethical, illegal or offensive.
  7. Others’ Personal Information.
    You may not knowingly solicit or collect personal information from a child 13 years old or younger without appropriate prior verifiable parental consent.
  8. Harm to Minors.
    You may not take any action on the Website or use the Website content to harm minors in any way.
  9. Solicitation.
    You may not use the Website or any Website content in a manner that violates any state or federal law regulating commercial e-mail, facsimile transmissions or telephone solicitations.
  10. Scraping.
    You may not (i) use any manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages or other services or information contained within the Website, (ii) use bots or other automated methods to access the Website, add or download machine or other information, send or redirect messages, or perform other similar activities, unless explicitly permitted by the Company, (iii) engage in “framing,” “mirroring,” or otherwise simulating the appearance or function of Website, or (iv) otherwise post any machinery or other information contained within the Website within any other website or mobile application.
2. The Website and the Website content contains and/or provides access to content provided by third parties, including, without limitation, information, dialogue, opinions, stories, advice, statistical data, text, software, music, sound, photographs, graphics, video, messages, and other materials, whether publicly or privately posted to or e-mailed or otherwise transmitted through the Website (“Third Party Content”) that may include content You finds to be offensive, indecent or objectionable. The third party from whom any such Third Party Content originates is solely responsible for it and Machinery Manager assumes no responsibility to verify, has no control or influence over, makes no representations regarding, and does not guarantee the accuracy, integrity or quality of any Third Party Content. Accordingly, Machinery Manager has no liability of any kind to You or any other person relating to any Third Party Content, including, without limitation, mistake, misstatement of law, omission, falsehood, defamation, obscenity, pornography, profanity, opinion, representation and any other content contained in the Third Party Content or for any loss or damage of any kind incurred as a result of the use of any Third Party Content. Statements of opinion and commentary in Third Party Content are those of the third party and, unless Machinery Manager expressly states in writing to the contrary, Machinery Manager neither endorses nor adopts as its belief any such statements. Machinery Manager may provide information in articles Machinery Manager posts or links to through the Website only for educational and general informational purposes and not as professional advice. Machinery Manager has made no attempt to verify any information contained in any such articles.
3. As a convenience to You and other Website visitors, the Website may contain links to websites that are owned and operated by third parties that are not affiliated with Machinery Manager. When You uses these links, You will leave the Website and Machinery Manager will have no ability to protect Your interests. You visits linked websites at Your own risk and it is Your responsibility to take any protective measures to guard against viruses and other destructive elements. Machinery Manager is not responsible for and, unless it expressly states otherwise in writing, makes no warranty or representation regarding and does not endorse any linked website or any service, product or information provided on or through the linked website.
Copyright Infringement.
Machinery Manager respects the intellectual property of others, and asks You and all users to do the same. Material available on or through other websites may be protected by copyright and the intellectual property laws of the United States and/or other countries, and the terms of use of those websites, and not the this Agreement, govern Your use of that material. It is Machinery Manager's policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights or other intellectual property rights of Machinery Manager and/or others.
If You believe that Your intellectual property or work has been copied in a way that constitutes copyright infringement, or that your intellectual property rights have been otherwise violated, please provide Machinery Manager's Agent for Notice with the following information in English (Your "Notice"):
1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;
2. a description of the copyrighted work or other intellectual property that You claim has been infringed;
3. a description of where the material that You claim is infringing is located on the Website;
4. Your address, telephone number, and email address;
5. a statement by You that you have a good faith belief that the disputed use is not authorized by the copyright or intellectual property owner, its agent, or the law;
6. a statement by You, made under penalty of perjury, that the above information in Your Notice is accurate and that You are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.
In some circumstances, in order to notify the individual or entity who or which provided the allegedly infringing content to which Machinery Manager has disabled access, Machinery Manager may forward a copy of a valid Notice including name and email address to such individual or entity. Machinery Manager's Agent for Notice of claims of copyright or other intellectual property infringement can be reached as follows:
By mail
Copyright Agent
c/o MachineryManager.com
659 Chesterfield Ave
Birmingham, MI 48009
United States

By email
info@machinetools.com
Miscellaneous.
Each party shall pay its own costs and expenses in connection with this Agreement and its activities hereunder. The rights and obligations of the parties under this Agreement shall be governed by the laws of the State of Michigan, without reference to conflict of law principles, and all disputes arising hereunder or in connection with this Agreement, the Website shall be resolved in the appropriate Federal or state court located solely and exclusively in Michigan. You hereby consent to exclusive jurisdiction in Michigan, and agree not to raise any defense of forum non conviens or any similar defense. The relationship between the parties under this Agreement is that of independent contractors and neither shall be, nor represent itself to be, the joint venture, franchiser, franchisee, partner, agent or representative of the other party for any purpose whatsoever. This Agreement shall inure to the benefit of and be binding upon the parties hereto and their respective successors and assigns, but shall not be assignable by You without Machinery Manager’s prior written consent. If any provision of this Agreement is held to be unenforceable or invalid for any reason, or if any governmental agency rules that any portion of this Agreement is illegal or contrary to public policy, the remaining provisions, to the extent feasible, will continue in full force and effect with such unenforceable or invalid provision to be changed and interpreted to best accomplish its original intent and objectives.

DATE LAST MODIFIED: October 31, 2022