TERMS OF SERVICE

BEFORE YOU USE OR ACCESS THIS SERVICE, PLEASE READ THE FOLLOWING TERMS OF USE CAREFULLY. IF YOU DO NOT ACCEPT ALL OF THE TERMS OF USE, PLEASE DO NOT USE OR ACCESS OUR SERVICE.

Welcome to Manufactured Networks, Inc. which is located at https://www.manufactured.com and is operated by Manufactured Networks, Inc. and its affiliates and/or subsidiaries (collectively “MFD”). By signing up or otherwise using the websites, mobile device or mobile application, and software applications (together, the “MFD SERVICE” or “SERVICE”), or accessing any content or material that is made available by through the SERVICE, you are entering into a binding contract with MFD.

The SERVICE provides you (“USER” and “USERS”) a proprietary technology platform and marketplace or a vendor directory to create and/or utilize a robust, scalable, quality conscious manufacturing supply chain.

USE OF THE SERVICE

By accepting this TOS through your use and/or access of the SERVICE, you represent that you are a person of legal age and able to form a legally binding contract in the jurisdiction in which you are a resident and from which you use the SERVICE. USERS agree not to access (or attempt to access) any of the SERVICE by any means other than through the interface that is provided by MFD.

MFD offers this SERVICE, including MFD’s Privacy Policy, which is incorporated herein. If you do not agree to this Terms of Service (“TOS”), you are not authorized to use the SERVICE. In the event that third party tools, products or services are utilized, you should refer to those Terms of Service, and MFD is not liable for any breach by those third parties as stated in this TOS.

By creating an account, using the SERVICE, or otherwise indicating your assent to this TOS, USERS agree to be bound by this TOS and represent and warrant that you have read, understand, and agree to be bound by this TOS. USERS are granted a non-transferable, non-exclusive, revocable, limited license to use and access the SERVICE. Except for this limited license, nothing in this TOS will be deemed a grant or license to the technology in the SERVICE.

USERS of the SERVICE acknowledge that transactions undertaken while using the SERVICE are done so at their own risk, and that any disputes that arise between USERS are their sole responsibility, and that MFD makes no guarantees or representations to the contrary.

Each USER shall be solely responsible for the information and content posted through the SERVICE. Providing untruthful or inaccurate information constitutes a breach of this TOS, which may result in TERMINATION of use of the SERVICE.

For purposes of this TOS, USERS are any person(s) who accesses the SERVICE for whatever purpose, regardless of whether such USERS has registered with MFD as a registered user or whether such USERS are paying for a specific service. USERS include the person using this SERVICE and any legal entity, which may be represented, by such person under actual or apparent authority.

ACCOUNTS

USERS agree to keep their information current. USERS acknowledge that sharing account information with other person or allowing multiple USERS to access their account may cause irreparable harm to MFD or other USERS of the SERVICE, and are expressly prohibited from sharing their account information. MFD shall not be liable for any loss or damage arising from such breach and have the right to suspend or terminate USERS account. Failure to comply with this provision may result in a loss of access to the SERVICE to the USER and to those associated with their account, including but no limited to their company, affiliates, employees, agents, representatives and others discovered to be associated with USER.

USERS may close their account at any time, but will still be obligated to MFD for any fees incurred before the closure of their account. Unless MFD expressly offers a refund, USER shall not be entitled to any refund and/or reversal upon terminating their account.

TERMINATION

MFD may terminate a USERS right to use the SERVICE at any time without NOTICE where USERS are engaged in unauthorized, illegal or fraudulent activities, or activities, which violate applicable laws, regulations or guidelines. Where USERS provided false information in connection with their account and/or where USERS are in violation of this TOS including the Privacy Policy. If MFD suspends your access to the SERVICE, you agree that MFD shall have no liability or responsibility to you to the fullest extent permitted under applicable law. To learn how to terminate your account, please contact MFD at the contact information below. This section will be enforced to the extent permissible by applicable law. You may terminate this Agreement at any time.

RIGHT TO CREATE AN ORDER

By creating an order through the SERVICE, you represent and warrant that you own or are the licensee of all trademark rights, copyrights, rights of publicity and other intellectual property or other proprietary rights necessary to create and order custom products (“ORDER RIGHT”), including any rights relating to the name, description, images, text or URL used for the order. You will provide MFD with evidence of your ORDER RIGHT upon request. MFD shall not claim any ownership rights in the content you upload to the SERVICE. Please be sure you maintain copies of all of your work. MFD has no responsibility or liability for the deletion or failure to store any content or information uploaded to the Service.

MFD retains all ownership rights in any designs created by SERVICE. For the purpose of implementing and fulfilling your order and for the purpose of advertising the MFD SERVICE in any medium MFD chooses, you hereby grant MFD a nonexclusive, worldwide, fully paid up, transferable, sublicensable license under your ORDER RIGHTS to copy, display, distribute, modify the content you upload to the MFD SERVICE (including all related images, text, content and information).

TRANSACTIONS BETWEEN BUYERS AND SELLERS

USERS acknowledge that MFD and the SERVICE are not a traditional seller or mart and that through the SERVICE, MFD provides a platform for information exchange and transaction between buyers and sellers, including a platform to facilitate USERS ability to place, accept, conclude, manage and fulfill orders for the provision of products and services.

No agency relationship is implied or created between MFD and the buyer and/or seller concerning the transaction, whether or not such transactions are entered into via the SERVICE.

MFD may collect usage fees, and commissions based on the use of the system, but the relationship between the buyers and the sellers is between those parties and by using the SERVICE acknowledge that MFD shall have no liability for any issues that may arise in connection with their transaction through the SERVICE.

USERS acknowledge that although MFD makes it best efforts to provide USERS with accurate information and listing posted by buyers and sellers and do general verifications of the identity of USERS, there are still risks associated with purchasing from parties, therefore we encourage USERS to use relevant tools available, reasonable judgment and due diligence when commencing any transactions.

In no event shall MFD be responsible for any infringement or transaction dispute, including but not limited to transaction disputes about quality, safety, breach of warranty, lawfulness or availability of the products or services and the payment from buyers as well as any intellectual property issues that may arise.

THIRD PARTY CONTENT

MFD does not provide editorial control over the content on the SERVICE, any opinions, advice, statements, services, offers or other information constitutes part of the content expressed or made available by third parties including Merchants, Suppliers, Providers, Sponsors, Licensors, or any customer or user of the SERVICE, are those of the respective authors or distributors and not of MFD or its affiliates or any of its officers, directors, employees, or agents. Neither MFD nor its affiliates, nor any of their respective officers, directors, employees, or agents, nor any Third-Party, including any Merchant, Supplier, Provider, Sponsor, Licensor, or any other customer or user of the website, guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose.

USERS promise, that with respect to any THIRD PARTY CONTENT on the SERVICE, they have the right to post such content and such content does not violate any aspect of this AGREEMENT, applicable law or the intellectual property, copyright, trademark, trade dress, publicity, personality or other rights of others. MFD has no obligation to monitor, review or edit such THIRD PARTY CONTENT, but reserves the right to remove such content at MFD’s sole discretion. USERS exclusive remedy is to cease using the SERVICE. USER agrees that if anyone brings a claim against MFD related to THIRD PARTY CONTENT, to the extent permissible by law, you shall indemnify and hold MFD harmless from all damages, losses, and expenses of any kind arising from such claim.

INFORMATION PROVIDED

USERS may need to register to use certain portions of the SERVICE. If USERS choose to register, then USERS agree to provide and maintain accurate, current and complete information about themselves. Such information (“DATA”) shall be governed by our Privacy Policy.

The SERVICE provides USERS with the ability to post and upload DATA. USERS expressly acknowledge and agree that once you submit your DATA, it may be accessible by others, and that there is no confidentiality or privacy with respect to such DATA, including, without limitation, any personally identifying information that you may make available. MFD is not responsible for any DATA posted.

USERS retain all copyrights and other intellectual property rights in their DATA. USERS grant MFD and our sublicensees a non-exclusive, royalty-free, freely sublicensable, perpetual license to modify, compile, combine with other content, copy, record, synchronize, transmit, translate, format, distribute, publicly display, publicly perform, and otherwise use or exploit (including for profit) your DATA and all intellectual property and moral rights therein now known or hereafter devised.

CONFIDENTIAL INFORMATION AND DATA PRIVACY

USERS are responsible for their own accounts and should make every effort to keep their account information and password private and confidential. USERS agree to not alter, decompile, disassemble, reverse engineer, or otherwise modify any Party’s Proprietary and Confidential Information and Property relating to the SERVICE.

Each party agrees to take all steps reasonably necessary to hold in trust and confidence the other party’s Confidential Information. Each party agrees to hold such Confidential Information in strict confidence, not to disclose it to third parties or to use it in any way, commercially or otherwise, other than as otherwise permitted under this TOS. Each party agrees not to allow any unauthorized person access to such Confidential Information.

USERS will comply with all applicable laws, rules and regulations, domestic and foreign, relating to the privacy of Internet users including Moral Rights, meaning a right of attribution of authorship; a right not to have authorship falsely attributed; a right of integrity of authorship; and/or a right of a similar nature, which is conferred by statute, and which exists or comes to exist anywhere in the world, in the Agreement.

MFD reserves the right to take whatever action necessary to preserve the security of the SERVICE including changing your account information or termination of your account. USERS may not use accounts that are not their own and failure to comply may result in loss of use of the SERVICE.

INTELLECTUAL PROPERTY

USERS acknowledge that the SERVICES are the proprietary technology of MFD, and are the intellectual property of MFD as defined by United States and International copyright law. USERS may not copy, modify, reproduce, republish, redistributed, decompile or reverse engineer the SERVICES for any reason. USERS agree to not take any action that interferes in the rights of third parties, including any intellectual property rights.

INDEMNIFICATION

USERS shall indemnify, defend and hold harmless MFD, its parents, subsidiaries and affiliated entities, successors, officers, directors, employees, subcontractors and agents, from any and all third-party demands, actions, claims, or proceedings and from any and all damages, liabilities, costs, losses and expenses (including reasonable attorneys’ fees and expenses) (collectively, “CLAIMS”) relating to or arising out of (i) any violation of any of the warranties, representations made by USERS (ii) the content of, or any error or omission in, any material or information furnished by USERS, or (iii) personal injury, death or damage to property of any kind or type resulting from the negligent acts or omissions, or willful misconduct by USERS in the performance of its obligations under this TOS.

LIMITATION OF LIABILITY

USERS ACKNOWLEDGE EXCEPT FOR INDEMNIFICATION ABOVE AND FOR ANY WILLFUL MISCONDUCT BY A PARTY, NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY OR TO ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, OR FOR ANY LOSS OF PROFITS OR LOSS OF REVENUE RELATED TO THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY THEREOF.  MFD’S ENTIRE LIABILITY FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL IN NO EVENT EXCEED FIFTY DOLLARS ($50) IN THE AGGREGATE.  BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY, THE ABOVE LIMITATION MAY NOT APPLY

ARBITRATION AND DISPUTES

All claims and disputes, excluding claims for injunctive or other equitable relief in connection with this TOS that cannot be resolved informally shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. This section shall apply to USERS and MFD, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, assigns, suppliers and licensors as well as all authorized or unauthorized users or beneficiaries of the SERVICES.

Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“NOTICE”) describing the nature and basis of the claim or dispute, and the requested relief. If the parties do not resolve the claim or dispute within thirty (30) days after the NOTICE is received, either party may begin an arbitration proceeding.

Arbitration will be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this Section. If AAA is not available to arbitrate, the parties will agree to select an alternative ADR Provider. If USERS resides outside of the U.S. the arbitrator will give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.

 

If either party pursues arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.

If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of the parties, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator will have the authority to grant motions dispositive of all or part of any claim. The arbitrator will have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law. The arbitrator will issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon the parties.

Any or all of the rights and limitations set forth in this Arbitration section, may be waived by the party against whom the claim is asserted.

USER GUIDELINES

MFD respects intellectual property rights and expects USERS to do the same. The following is not permitted for any reason whatsoever:

• Copying, redistributing, reproducing, recording, transferring, performing, displaying, broadcasting, or making available any part of the SERVICE, or otherwise making any use of the SERVICE which is not expressly permitted under the Agreements or applicable law or which otherwise infringes the rights in the SERVICE;
• Reverse-engineering, decompiling, disassembling, modifying, or creating derivative works based on the SERVICE or any part thereof unless permitted by applicable law;
• Selling, renting, sublicensing or leasing of any part of the SERVICE;
• Circumventing any territorial restrictions applied by MFD or its affiliates or licensors;
• Removing or altering any content provided through the SERVICE;
• Providing your password to any other person or using any other person’s username and password;
• Using any automated means (including bots, scrapers, and spiders) to collect information from the SERVICE.

USERS should not post any other THIRD PARTY CONTENT that they are not authorized to use and should avoid material that:

• Is Offensive, abusive, defamatory, pornographic, threatening, obscene or is intended to or does harass or bully other users;
• Is illegal, or intended to promote or commit an illegal act of any kind, including but not limited to violations of intellectual property rights, privacy rights, or proprietary rights of MFD or a third party;
• Includes your password or purposely includes any other user’s password or purposely includes personal data of third parties or is intended to solicit such personal data;
• Impersonates or misrepresents your affiliation with another user, person, or entity, or is otherwise fraudulent, false, deceptive, or misleading;
• Uses automated means to artificially promote content;
• Includes malicious content such as malware, Trojan horses, or viruses, or otherwise interferes with any user’s access to the SERVICE;
• Involves the transmission of unsolicited mass mailings or other forms of spam (“spam”), junk mail, chain letters, or similar, including through the MFD inbox;
• Involves commercial or sales activities, such as advertising, promotions, contests, sweepstakes, or pyramid schemes, that are not expressly authorized by MFD;
• Links to, references, or otherwise promotes commercial products or services, except as expressly authorized by MFD;
• Interferes with or in any way disrupts the SERVICE, tampers with, breaches, or attempts to probe, scan, or test for vulnerabilities in the SERVICE or systems, network, usage rules, or any of MFD’s security components, authentication measures or any other protection measures applicable to the SERVICE; or
• Conflicts with the Agreements, as determined by MFD.

USERS acknowledge and agree that posting any such content may result in immediate termination or suspension of your account and loss of use of the SERVICE. MFD may reclaim your username for any reason.

SERVICE LIMITATIONS AND MODIFICATIONS

MFD shall make reasonable efforts to keep the SERVICE operational. However, certain technical difficulties or maintenance may, from time to time, result in temporary interruptions. To the extent permissible under applicable law, MFD reserves the right, periodically and at any time, to modify or discontinue, temporarily or permanently, functions and features of the SERVICE, with or without notice, all without liability to you, except where prohibited by law, for any interruption, modification, or discontinuation of the SERVICE.

Customer support

MFD shall supply information for customer support related issues. MFD will use reasonable measures to respond to all queries within a reasonable time frame but MFD makes no guarantees or warranties of any kind that any queries will be responded to within any particular time frame and/or that we will be able to satisfactorily answer any such queries.

EXPORT CONTROL

This SERVICE may be subject to U.S. export and re-export control laws and regulations or similar laws applicable in other jurisdictions, including the Export Administration Regulations (“EAR”) maintained by the U.S. Department of Commerce, trade and economic sanctions maintained by the Treasury Department’s Office of Foreign Assets Control (“OFAC”), and the International Traffic in Arms Regulations (“ITAR”) maintained by the Department of State. USERS warrant that they are not located in Cuba, Iran, North Korea, Sudan, or Syria; and are not a denied party as specified in the regulations listed above.

USERS agree to comply with all applicable export and re-export control laws and regulations, including the EAR, trade and economic sanctions maintained by OFAC, and the ITAR. Specifically, USERS agree that they shall not – directly or indirectly – sell, export, re-export, transfer, divert, or otherwise dispose of any products, software, or technology (including products derived from or based on such technology) received from MFD under the Agreements to any destination, entity, or person prohibited by any applicable laws or regulations of the United States or any other jurisdiction without obtaining prior authorization from the competent government authorities as required by those laws and regulations. This export control clause shall survive termination or cancellation of the Agreements.

THIRD PARTY RIGHTS

USERS acknowledge and agree that the owners of the Content and certain distributors (such as app store providers) are intended beneficiaries of the Agreements and have the right to enforce the Agreements directly against USERS. This Agreement is not intended to grant rights to anyone except USERS and MFD, and do not create any third party beneficiary rights.

If USERS have downloaded the App from a third party distribution site, USERS acknowledge that they have read, understood, and agree to the sites applicable notices and regulations

Assignment

MFD may assign this AGREEMENT and/or delegate any of the obligations under this AGREEMENT, however USER may not assign any part of the AGREEMENT or license and/or sub-licenses their rights under this AGREEMENT to a third party.

NOTICE

Except as explicitly stated otherwise, all notices or demands upon MFD shall be in writing and may be sent to legal@manufactured.com.

DISCLAIMER OF WARRANTIES

The SERVICES are provided “with all faults” or “as is” unless otherwise specified in writing. MFD makes no representations or warranties of any kind, express or implied, as to the operation of the SERVICES or any content, products or services included on, or otherwise made available to you through, the SERVICES, unless otherwise specified in writing, including, but not limited to, any warranties of merchantability, fitness for a particular use or purpose, non-infringement, quiet enjoyment, and accuracy. You expressly agree that your use of the SERVICES is at your sole risk. 

Severability. 

If any part or parts of this Arbitration section is found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts will be of no force and effect and will be severed and the remainder of this Arbitration section shall continue in full force and effect.

Survival

This Arbitration section shall survive the termination of this TOS.

GOVERNING LAW

This TOS shall be governed by the laws of the State of California, without reference to any rules regarding choice of law.  USERS and MFD hereby irrevocably agree that any state or federal court located in Los Angeles, California shall have exclusive jurisdiction over any controversy arising under this TOS.

CHANGES IN POLICIES

MFD reserves the right to modify this TOS, and will notify you of any changes by posting the new TOS on https://www.manufactured.com with an updated date. MFD may also notify you of changes by sending an email associated with your account. Changes to the TOS shall take effect immediately for new users of the SERVICES. Continued use of the SERVICES shall serve as acknowledgement and acceptance of such changes.

ENTIRE AGREEMENT

This document contains the entire agreement between USERS and MFD and replaces all previous written or oral agreements in relation to the SERVICE.

Please note that other aspects of your use of the SERVICE may be governed by additional agreements. To the extent that there is any irreconcilable conflict between any additional terms and these TERMS, the additional terms shall prevail.

Last Updated: September 20, 2022