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Humanetics ATD Innovative Solutions CAE Portal

Terms of Use

Last Modified: [05/22/2015]

Customer Portal Description; Acceptance of the Terms of Use

This page states the terms and conditions governing your use of Humenetics CAE Portal. Please read them carefully. These terms and conditions may be updated and amended by us from time to time so please visit this page periodically to review them.

Humanetics Innovative Solutions, Inc. (“Humanetics” or “we” or “us”) makes this website portal (the “Customer Portal”) available to current customers (“you”) that have entered into a separate agreement with Humanetics to license certain finite element models, CAD models and end user documentation (the “License Agreement”). This Customer Portal is an instrument pursuant to which you may download and receive finite element models, CAD models, user documentation, and other information and data (collectively “Humanetics Materials”) that you have licensed from us pursuant to your License Agreement. This Customer Portal also contains interactive features that allow you and your users to submit or transmit questions or other user content or materials to us (collectively, “User Contributions”).

Your use of the Humanetics Materials delivered through the Customer Portal is subject to and governed by your License Agreement, including, without limitation, all provisions contained in the License Agreement relating to confidential information and intellectual property rights.? Additionally, all User Contributions submitted to us through the Customer Portal, as well as our use of such User Contributions, are equally subject to the License Agreement. Nothing in these Terms of Use shall be construed as granting you rights to the Humanetics Materials beyond the rights granted to you in the License Agreement.

The following terms and conditions (these “Terms of Use”) govern your and your users' access to and use of the Customer Portal. Please read the Terms of Use carefully before you start to use the Customer Portal. By using this portal, you signify that you agree with these terms of use. If you do not accept the following terms and conditions, do not use this site. If you have not separately entered in a License Agreement with Humanetics, you and your users must not access or use the Customer Portal.

Changes to the Terms of Use

Humanetics may revise and update these Terms of Use from time to time at our sole discretion. All changes are effective immediately when they are posted, and apply to all who access and use the Customer Portal thereafter. Your continued use of the Customer Portal following the posting of revised Terms of Use means that you accept and agree to the changes.

Accessing the Customer Portal and Account Security

We have separately provided you with a user name and password to enable you to access the Customer Portal. You acknowledge that your account is for your use only and that your user name and password are confidential information under your License Agreement. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security. Notwithstanding the above, we may rely on the authority of anyone accessing your account or using your password and in no event and under no circumstances will we be held liable to you for any liabilities or damages resulting from or arising out of (i) any compromise of the confidentiality of your user name or password or (ii) any unauthorized access to your account or use of your user name or password.

We have the right to disable your user name and password at any time at our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Use or the License Agreement. Additionally, your ability to access and use the Customer Portal will terminate immediately when the License Agreement terminates or expires by its terms.

We reserve the right to withdraw or change this Customer Portal at our sole discretion without notice. We will not be liable if, for any reason, all or any part of the Customer Portal is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Customer Portal, or the entire Customer Portal.

You are responsible for:

  • Making all arrangements necessary for you and your users to have access to the Customer Portal.
  • Ensuring that all persons who access the Customer Portal through your account are aware of these Terms of Use and comply with them.

Intellectual Property Rights

The Customer Portal is owned by Humanetics, its licensors or other providers of such material and is protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws. No right, title or interest in or to the Customer Portal is transferred to you, and all rights not expressly granted are reserved by Humanetics. Any use of the Customer Portal not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.

You may use the Customer Portal only for lawful purposes and in accordance with these Terms of Use. You agree not to use the Customer Portal in any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries). Additionally, you agree not to:

  • Use the Customer Portal in any manner that could disable, overburden, damage, or impair the Customer Portal.
  • Use any device, software or routine that interferes with the proper working of the Customer Portal.
  • Introduce any viruses, trojan horses, worms, logic bombs or other material which is malicious or technologically harmful.
  • Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the Customer Portal or any server, computer or database connected to the Customer Portal.
  • Otherwise attempt to interfere with the proper working of the Customer Portal.

User Contributions

You understand and acknowledge that you are responsible for any User Contributions you submit or contribute, and you, not Humanetics, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness. It is a condition of your use of the Customer Portal that all User Contributions you provide are correct, current and complete.

User Contributions must in their entirety comply with all applicable federal, state, local and international laws and regulations. Without limiting the foregoing, User Contributions must not:

  • Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
  • Violate the legal rights of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use.

Disclaimer of Warranties

You understand that we cannot and do not guarantee or warrant that files available for downloading from the Customer Portal will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection. You also understand that neither these Terms of Use nor your or your users' access to and use of the Customer Portal creates any obligation for Humanetics to store, maintain, or protect your User Contributions beyond what is contained in your License Agreement.

EXCEPT AS OTHERWISE SET FORTH IN YOUR LICENSE AGREEMENT, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE CUSTOMER PORTAL OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THE CUSTOMER PORTAL.

EXCEPT AS OTHERWISE SET FORTH IN YOUR LICENSE AGREEMENT, YOUR USE OF THE CUSTOMER PORTAL IS AT YOUR OWN RISK. THE CUSTOMER PORTAL IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED. NEITHER HUMANETICS NOR ANY PERSON ASSOCIATED WITH HUMANETICS MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE CUSTOMER PORTAL. WITHOUT LIMITING THE FOREGOING, NEITHER HUMANETICS NOR ANYONE ASSOCIATED WITH HUMANETICS REPRESENTS OR WARRANTS THAT THE CUSTOMER PORTAL WILL BE RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE CUSTOMER PORTAL OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE CUSTOMER PORTAL WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. HUMANETICS HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESSED OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.

THE FOREGOING DOES NOT AFFECT ANY WARRANTIES THAT ARE OTHERWISE SET FORTH IN YOUR LICENSE AGREEMENT.

Limitation on Liability

IN NO EVENT WILL HUMANETICS, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE CUSTOMER PORTAL, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.

Indemnification

You agree to defend, indemnify and hold harmless Humanetics, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys' fees) arising out of or relating to your violation of these Terms of Use or your use of the Customer Portal other than as expressly authorized in these Terms of Use.

Governing Law and Jurisdiction

All matters relating to the Customer Portal and these Terms of Use and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of Michigan without giving effect to any choice or conflict of law provision or rule (whether of the State of Michigan or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the Customer Portal shall be instituted exclusively in the courts of the State of Michigan. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.

Waiver and Severability

No waiver by Humanetics of any term or condition set forth in these Terms of Use shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Humanetics to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.

If any provision of these Terms of Use is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Use will continue in full force and effect.

Entire Agreement

The Terms of Use constitute the sole and entire agreement between you and Humanetics with respect to the Customer Portal and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Customer Portal. In the event of any conflict between the Terms of Use and the License Agreement, the License Agreement shall govern.