M2 SOLUTIONS, INC. ("MSI") PROVIDES YOU THE SERVICES DESCRIBED
ON THIS WEBSITE (“MSI SERVICES”) SUBJECT TO THE FOLLOWING CONDITIONS. BY RECEIVING
THE SERVICES OFFERED ON THIS WEBSITE OR OTHERWISE USING THIS WEBSITE, YOU AGREE
TO BE BOUND BY THESE TERMS AND CONDITIONS ("TERMS OF SERVICE"). IF YOU
DO NOT AGREE TO THE TERMS OF SERVICE, DO NOT USE THIS WEBSITE, AS YOUR USE OF THE
WEBSITE SHALL BE CONCLUSIVELY DEEMED TO INDICATE YOUR ACCEPTANCE OF THE TERMS OF
SERVICE.
The Terms of Service are applicable to material and services provided by MSI at
www.FileWiggler.com ("Site").
MSI reserves the right to change the Terms of Service and other guidelines or rules
posted on the Site from time to time at its sole discretion, and will provide notice
of material changes on the home page of the Site. Your continued use of the Site,
or any MSI Services accessible through it, after such notice has been posted, constitutes
your acceptance of the changes. Your use of the Site will be subject to the most
current version of the Terms of Service, rules, and guidelines posted on the Site
at the time of such use. If you breach any of the Terms of Service, your authorization
to use this Site automatically terminates.
1. MSI Services and MSI Materials Available on the Site.
MSI Services available on this Site include the following: (i) File Upload - subscribers
will be permitted to upload a specified number or size of digital files to the Site
(the number of and the aggregate size of the files permitted for upload may be based
on the level of your subscription or other factors as determined by MSI); (ii) File
Conversion – files that have been uploaded will be converted to the file format(s)
selected by the user from the list of available file formats supported by the Site;
(iii) File Retrieval – when the file conversion has been completed, the converted
files may be retrieved from MSI's server and downloaded by the user; and (iv) File
Storage – converted files may be stored on MSI’s servers with the amount of time
the files are stored and the amount of storage space being available dependent upon
the level of your subscription. All files and other material uploaded, converted,
and retrieved will be referred to herein as "Subscriber Content". All
MSI information, documents, communications, files, text, graphics, software, and
products other than Subscriber Content available through the Site will be referred
to herein as "MSI Materials".
2. Subscribers; Visitors. Most activities on this Site are available only
to persons who have registered for an account by completing the registration process
(in each case, a "Subscriber"). There are different levels of registration,
including cost free options which only require registration using an email address,
and paid options which require additional steps for registration. Those persons
who are merely browsing the Site are subject to applicable Terms of Service, but
are not eligible to use any MSI Services. By registering, you affirm that you are
either more than 18 years of age, or an emancipated minor, or possess legal parental
or guardian consent to use this Site, and are fully able and competent to enter
into the Terms of Service, and to abide by and comply with these Terms of Service.
3. License to Use of Site. MSI grants you a limited, nonexclusive, nontransferable
license to make personal, noncommercial use of the Site in accordance with these
Terms of Service. When using MSI Services on this Site that are offered by MSI,
you shall be subject to any posted guidelines, rules, or licenses applicable to
such MSI Services and to these Terms of Service. Such guidelines, rules, or licenses
may contain terms and conditions in addition to these Terms of Service. The MSI
Materials and MSI Services on this Site are protected by copyright, trademark, patent,
and/or other intellectual property laws, and any unauthorized use of the MSI Materials
or MSI Services available on this Site may violate such laws and these Terms of
Service. Except as expressly provided herein, MSI and its suppliers do not grant
any express or implied rights to use the MSI Materials and MSI Services. You agree
not to copy, republish, download, transmit, modify, rent, lease, loan, sell, assign,
distribute, license, sublicense, reverse engineer, or create derivative works based
on the Site, the MSI Materials, or the MSI Services, except as expressly authorized
herein.
4. Use of MSI Materials. Except as indicated to the contrary elsewhere on
this Site, you may view, download, and print the MSI Material available on this
Site subject to the following conditions: (i) The MSI Material may be used solely
for personal, informational, and internal purposes; (ii) The MSI Material may not
be modified or altered in any way; (iii) The MSI Material may not be distributed
or sold, rented, leased, or licensed to others; (iv) You may not remove any copyright
or other proprietary notices contained in the MSI Material; (v) MSI reserves the
right to revoke the authorization to view, download, and print the MSI Material
available on this Site at any time, and any such use shall be discontinued immediately
upon notice from MSI. The rights granted to you constitute a license and not a transfer
of title.
5. Use of Software.In addition to the limitations described above, any software
and accompanying documentation that is made available to download from this Site
is the copyrighted work of MSI and/or its suppliers. Use of the software is governed
by the terms of the license agreement that accompanies or is included with such
software. You will not be able to download or install any software that is accompanied
by or includes a license agreement unless you agree to the terms of such license
agreement. If you do not agree to such terms, you will not be able to use the software.
Absent a license agreement that accompanies the software, use of the software will
be governed by the Terms of Service. You agree that you will not decompile, reverse
engineer, or otherwise attempt to discover the source code of any software available
on the Site.
6. Trademarks. The trademarks, logos, and service marks ("Marks")
displayed on this Site are the property of MSI or other third parties. You are not
permitted to use the Marks without the prior written consent of MSI or such third
party that may own the Marks. The FileWiggler and M2 logo are trademarks
of MSI.
7. License to MSI for Subscriber Content; SubmissionsCertain MSI Services
offered through this Site allow you to upload Subscriber Content. Depending upon
the nature of the service, by submitting Subscriber Content to this Site, you grant
MSI the following licenses: You grant MSI a worldwide, royalty-free, non-exclusive
license to modify (for purposes of formatting, maintenance, or Site administration
only) and copy and store such Subscriber Content in order to provide the MSI Services
subscribed by you in accordance with your subscription level. This license will
be in effect until such Subscriber Content is removed from the Site. For submissions
such as feedback to MSI, bug reports, piracy reports, or product suggestions, you
grant MSI an unrestricted, worldwide, irrevocable license to use, reproduce, display,
perform, modify, transmit, and distribute such submissions, and you also agree that
MSI is free to use any ideas, concepts, know-how, or techniques that you send us
for any purpose without any compensation to you. However, we will not release your
name or otherwise publicize the fact that you submitted such submission to us unless:
(a) you grant us permission to do so; (b) we first notify you that the Subscriber
Content you submit to a particular part of the Site will be published or otherwise
used with your name on it; (c) we have a good faith belief that we are required
to do so by law and/or in response to a subpoena or court order; or (d) we believe
it necessary in order to protect the rights of MSI or others.
8. Additional MSI Rights in Connection with Subscriber Content. You agree
that MSI may access and/or disclose Subscriber Content if MSI has a good faith belief
that it must do so to (a) perform system administration, such as diagnosing and
correcting problems, or testing any aspect of the MSI Services (b) respond to a
valid court order or subpoena; (c) comply with legislation or regulations, including,
without limitation, the Digital Millennium Copyright Act; (d) investigate complaints;
or (e) protect MSI or others from liability or damages. MSI has no obligation to
retain Subscriber Content and you agree that MSI shall not be liable for any lost
or corrupted Subscriber Content.
9. Restrictions and Prohibited Actions. All Subscriber Content you upload
to the Site must be owned by you, submitted with the express permission of the owner
or within the scope of the license to such content, or in the public domain. You
are prohibited from posting or transmitting to or from this Site any files or materials
that are (i) unlawful, (ii) threatening, harassing, or intended as intimidation,
(iii) libelous or defamatory, (iv) offensive, obscene, lewd or pornographic, (v)
would violate any law or the rights of others, including, without limitation, laws
against copyright infringement, and rights of privacy and publicity, (vi) is injurious
to the rights, safety or well being of children or (vii) promotes or encourages
racism, bigotry, hate, terror or similar socially unacceptable conduct. Violation
of these restrictions may result in denial of or limitations on access by you to
this Site. Nothing herein suggests or implies that MSI will be responsible for monitoring
or reviewing Subscriber Content.
10. User Conduct. In using the Site, including all MSI Services and MSI Materials
available through it, you agree that you will at all times act in a commercially
reasonable and responsible manner. Specifically, you agree to refrain from the following
actions: (i) Creation of a false identity or providing false information when registering
for a subscription; (ii) Uploading, posting, or otherwise transmitting through the
Site any viruses or other harmful, disruptive, or destructive files; (iii) Use or
attempted use of another's account, password, service, email address or system without
authorization from MSI; (iv) direct your converted files to be sent to any other
email address but your own: (v) Access or attempted access of any Subscriber Content
which you are not authorized to access; (vi) Disruption or interference with the
security or performance of the Site, or any MSI Services, MSI Materials, system
resources, accounts, passwords, servers, or networks connected to or accessible
through the Site.
11. Privacy Policy. You have read the MSI Privacy Policy, the terms of which
are incorporated herein, and you agree that the terms of such policy are reasonable.
You consent to the use of your personal information by MSI and/or its third party
suppliers in accordance with the terms of and for the purposes set forth in the
MSI Privacy Policy.
12. Account Number and Password. You are responsible for maintaining the
confidentiality of your account number, account name, and/or password, if applicable.
You are responsible for damages resulting from all uses of your account number,
account name, and/or password, whether actually or expressly authorized by you,
unless access to your account number, account name, and/or password was obtained
through no fault or negligence of your own.
13. WARRANTIES AND DISCLAIMERSEXCEPT AS EXPRESSLY PROVIDED OTHERWISE IN A
WRITTEN AGREEMENT BETWEEN YOU AND MSI, THIS SITE, AND ALL MSI MATERIALS AND MSI
SERVICES ACCESSIBLE THROUGH THIS SITE, ARE PROVIDED "AS IS" WITHOUT WARRANTY
OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED
WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY
OF NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MSI MAKES NO WARRANTY THAT
(i) THE MSI SERVICES AND MSI MATERIALS WILL MEET YOUR REQUIREMENTS; (ii) THE MSI
SERVICES AND MSI MATERIALS WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE;
(iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE MSI SERVICES OR MSI MATERIALS
WILL BE EFFECTIVE, ACCURATE, OR RELIABLE; (iv) THE QUALITY OF ANY PRODUCTS, MSI
SERVICES, OR MSI MATERIALS PURCHASED OR ACCESSIBLE BY YOU THROUGH THE SITE WILL
MEET YOUR EXPECTATIONS; AND (v) ANY ERRORS IN THE SOFTWARE OBTAINED FROM OR USED
THROUGH THE SITE, OR ANY DEFECTS IN THE SITE, ITS MSI SERVICES, OR MSI MATERIALS,
WILL BE CORRECTED.
THE USE OF THE MSI SERVICES OR THE DOWNLOADING OR OTHER USE OF ANY MSI MATERIALS
THROUGH THE SITE IS DONE AT YOUR OWN DISCRETION AND RISK AND WITH YOUR AGREEMENT
THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM, LOSS
OF DATA, OR OTHER HARM THAT RESULTS FROM SUCH ACTIVITIES. MSI ASSUMES NO LIABILITY
FOR ANY COMPUTER VIRUS OR OTHER SIMILAR SOFTWARE CODE THAT IS DOWNLOADED TO YOUR
COMPUTER FROM THE SITE OR IN CONNECTION WITH ANY MSI SERVICES OR MSI MATERIALS OFFERED
THROUGH THE SITE. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY
YOU FROM MSI OR THROUGH OR FROM THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY
STATED IN THE TERMS OF SERVICE.
THIS SITE CONTAINS LINKS TO OTHER WEB SITES WHICH ARE PROVIDED SOLELY AS A CONVENIENCE
TO YOU AND NOT AS AN ENDORSEMENT BY MSI OR ITS THIRD PARTY SUPPLIERS OF THE CONTENTS
OF SUCH OTHER WEB SITES OR THE GOODS OR SERVICES PROVIDED THEREON. NEITHER MSI NOR
ANY THIRD PARTY SUPPLIER SHALL BE RESPONSIBLE FOR THE CONTENT OF ANY OTHER WEB SITES
AND MAKE NO REPRESENTATION OR WARRANTY REGARDING ANY OTHER WEB SITES OR THE CONTENTS
OR MATERIALS ON SUCH WEB SITES OR THE GOODS OR SERVICES PROVIDED THEREON. IF YOU
DECIDE TO ACCESS OTHER WEB SITES, OR TO USE SUCH GOODS OR SERVICES, YOU DO SO AT
YOUR OWN RISK.
MSI EXPRESSLY RESERVES THE RIGHT TO CORRECT ANY PRICING ERRORS (INCLUDING, WITHOUT
LIMITATION, TYPOGRAPHICAL OR DISPLAY ERRORS OR INCORRECT THIRD PARTY SUPPLIER INFORMATION)
ON THE SITE.
14. LIMITATION OF LIABILITY. IN NO EVENT SHALL MSI, ITS AFFILIATES, AGENTS,
OFFICERS, DIRECTORS, EMPLOYEES OR SUPPLIERS BE LIABLE TO YOU OR ANY THIRD PARTY
FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT, OR CONSEQUENTIAL DAMAGES OF ANY
KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING
FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT MSI HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION
WITH THE USE OF OR THE INABILITY TO USE THIS SITE, ITS MSI SERVICES, OR MSI MATERIALS,
ANY UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, ANY FAILURE
TO STORE OR LOSS OF DATA, FILES, OR OTHER CONTENT, OR ANY MSI SERVICES AVAILABLE
THROUGH THE SITE THAT ARE DELAYED OR INTERRUPTED. IN NO EVENT WILL MSI'S LIABILITY
HEREUNDER UNDER ANY LEGAL OR EQUITABLE THEORY, EXCEED THE AGGREGATE AMOUNT OF MONEY
YOU HAVE PAID TO MSI IN SUBSCRIPTION AND OTHER TRANSACTION FEES.
SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL
OR INCIDENTAL DAMAGES. ACCORDINGLY, THE LIMITATIONS AND EXCLUSIONS SET FORTH ABOVE
MAY NOT APPLY TO YOU.
15. International Users and Export Laws. The Site is controlled, operated,
and administered by MSI from its offices within the United States of America. MSI
makes no representation that the Site, or the MSI Services or MSI Materials available
through it, are appropriate or available for use at other locations outside the
United States, and access to the Site from territories where the Site or any of
its MSI Services or MSI Materials are illegal is prohibited. If you access the Site
from a location outside the United States, you are responsible for compliance with
all local laws. The export and re-export of MSI software products are controlled
by the United States Export Administration Regulations, and such software may not
be exported or re-exported to any country to which the United States embargoes goods.
In addition, MSI software may not be distributed to persons on the Table of Denial
Orders, the Entity List, or the List of Specially Designated Nationals. By downloading
MSI software, you are certifying that you are not a national any country to which
the United States embargoes goods, and that you are not a person on the Table of
Denial Orders, the Entity List, or the List of Specially Designated Nationals.
16. Indemnification. You agree to indemnify and hold MSI, and its officers,
agents and employees, harmless from any claim or demand, including reasonable attorneys'
fees, made by any third party due to or arising out of MSI Materials you submit,
post to, or transmit through the Site, your use of the Site, your connection to
the Site, your violation of the Terms of Service or your violation of any rights
of another person or entity.
17. Governing Law and Jurisdiction. This Site is controlled by MSI from its
offices within the state of North Carolina. By accessing this Site, you and MSI
agree that all matters relating to your access to, or use of, this Site shall be
governed by the laws of the State of North Carolina, without regard to the conflicts
of laws principles thereof. You and MSI also agree and hereby submit to the exclusive
personal jurisdiction and venue of the Superior Court of Mecklenburg County and
the United States District Court for the Western District of North Carolina with
respect to such matters.
18. Claims Of Copyright Infringement.The Digital Millennium Copyright Act
of 1998 (as amended, the "DMCA") provides recourse for copyright owners
who believe that material appearing on the Internet infringes their rights under
U.S. copyright law. If you believe in good faith that materials hosted by us infringe
your copyright, you (or your agent) may send us a notice requesting that the material
be removed, or access to it blocked. Such notice must include: (i) an electronic
or physical signature of the person authorized to act on behalf of the owner of
the copyright interest; (ii) a description of the copyrighted work that you claim
has been infringed upon; (iii) a description of where the material that you claim
is infringing is located on the site; (iv) your address, telephone number, and e-mail
address; (v) a statement by you that you have a good-faith belief that the disputed
use is not authorized by the copyright owner, its agent, or the law; (vi) a statement
by you, made under penalty of perjury, that the above information in your notice
is accurate and that you are the copyright owner or authorized to act on the copyright
owner's behalf. Notices and counter-notices with respect to the site should be sent
to MSI, 1927 South Tryon Street, Suite 200, Charlotte, NC 28203, Attn: General Counsel,
Fax: 704-285-6061. We suggest that you consult your legal advisor before filing
a notice or counter-notice. Also, be aware that there can be penalties for false
claims under the DMCA.
19. Termination. MSI reserves the right to discontinue providing MSI Services
or to terminate a Subscriber’s account at any time and for any reason. In addition,
MSI reserves the right, in its sole discretion, to delete or remove Subscriber Content
from the Site and to restrict, suspend, or terminate your access to all or part
of this Site, at any time if we have cause to do so (including, without limitation,
our good faith belief that you have violated the Terms of Service) without prior
notice or liability. In addition, MSI reserves the right to delete or remove Subscriber
Content if MSI has a good faith belief that the user uploading and storing such
Subscriber Content has violated these Terms of Service, or any law or regulation,
or that such deletion or removal is necessary to comply with the law or to protect
the rights of MSI or others. MSI also disclaims all liability with respect to the
misuse, loss, modification, or unavailability of any Subscriber Content.
20. Miscellaneous Provisions. The Terms of Service and other guidelines and
conditions posted on the Site constitute the entire agreement between MSI and you
with respect to your use of the Site. If for any reason a court of competent jurisdiction
finds any provision of the Terms of Service, or portion thereof, to be unenforceable,
that provision shall be enforced to the maximum extent permissible so as to effect
the intent of the parties as reflected by that provision, and the remainder of the
Terms of Service shall continue in full force and effect. Any failure by MSI to
enforce or exercise any provision of the Terms of Service shall not constitute a
waiver of that right or provision.