This is a contract by and between Force12io Ltd of 2 Bury Fields, Felsted, Essex (trading as ‘Microscaling Systems’) (“Force12”, “we”, “us”) and the individual or legal entity who is using any of the Websites ("User", "You").
By using the Services you agree to be bound by all of the terms and conditions of this Agreement. If you are an individual agreeing to these terms on behalf of an entity such as your employer, you represent that you have the legal authority to bind that entity and “User” and "you" shall refer herein to such entity. If you do not have such authority or you do not agree with the terms of this agreement you must not use the Services.
If more than one Agreement was provided for the Services, and the terms vary, the order of precedence of those Agreements is as follows: a signed contract, this Agreement.
Force12 may terminate this Agreement at any time, for any reason or no reason. Force12 may also terminate this Agreement if User breaches any of its terms and conditions. Upon any termination under the terms of this Agreement, Force12 may delete your account and any related data. All sections of this Agreement which by their nature should survive termination will survive termination.
Force12 may change the terms and conditions of this Agreement from time to time. We will publish the updated Agreement on this page. It is your responsibiliity to check this page periodically for changes. Your continued use of the Services shall constitute your acceptance of these changes and of the updated Agreement.
Force12 may offer new services and features through the Websites. Such new services and features shall be subject to the terms and conditions of this Agreement.
Force12 grants User non-exclusive and non-transferable access to use the Services. Force12 may change, suspend or discontinue the Services at any time, including the availability of any feature or content.
Force12’s Privacy & Cookies Policy is hereby incorporated by reference into this agreement.
You shall provide Force12 with accurate, complete and updated registration information. You are responsible for the security of your passwords and for any use of your account.
Certain features and parts of the Services are provided to the User without charge up to certain limits. Usage over these limits may require the User to purchase additional resources or services (“Subscription Services”). The pricing for Subscription Services can be found on the Websites. By selecting any Subscription Services you agree to pay Force12 the monthly or annual subscription fees indicated for the selected service or services. Payments will be charged on the day you sign up for a Subscription Service and will cover the user of that Subscription Service for a monthly or annual period as indicated (“Subscription Term”). Payments for Subscription Services are not refundable. Unless renewed, the Subscription Services will expire at the end of the applicable Subscription Term. Force12 retains the right to update or amend the Subscription Fee at the end of the Subscription Term.
All payments by User to Force12 hereunder shall be made free and clear of and without reduction for all applicable sales or use, goods and services, value added, consumption or other similar fees or taxes imposed by any government, which shall be paid by User. Accordingly, if User is required to withhold any taxes on the amounts payable to Force12 hereunder, User shall pay Force12 such additional amounts as are necessary to ensure receipt by Force12 of the full amount which Force12 would have received but for the deduction on account of such withholding. User shall provide Force12 with official receipts issued by the appropriate governmental agency or such other evidence as is reasonably requested by Force12 to establish that such taxes have been paid. Where applicable law requires User to self-assess or reverse-charge any taxes, User shall be responsible for complying with such law. In such a case, User undertakes to provide Force12 with User’s valid VAT registration number that is relevant to the software and service provided under the terms of this Agreement. The amounts of any taxes required to be paid by Force12 will be added to Force12’s invoice, and User shall promptly remit such amounts to Force12, as the collection agent, upon invoice.
Without Force12’s prior written consent, User may not:
(i) modify or create any derivative works of the Services or documentation, including customization, translation or localization;
(ii) decompile, disassemble, reverse engineer, or otherwise attempt to derive the source code for the Services (except to the extent applicable laws specifically prohibit such restriction);
(iii) redistribute, encumber, sell, rent, lease, sublicense, or otherwise transfer rights to the Services;
(iv) remove or alter any trademark, logo, copyright or other proprietary notices, legends, symbols or labels in the Services; or
(v) publish any results of benchmark tests run on the Services to a third party.
User shall not use the Websites or Services for any purpose that is unlawful or prohibited by this Agreement.
Title, ownership rights, and intellectual property rights in the Websites and Services shall remain in Force12 and/or its suppliers. The Websites are protected by copyright and other intellectual property laws and by international treaties.
THE Services ARE PROVIDED ON AN "AS IS" AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES THAT IT IS FREE OF DEFECTS, VIRUS FREE, ABLE TO OPERATE ON AN UNINTERRUPTED BASIS, MERCHANTABLE, FIT FOR A PARTICULAR PURPOSE OR NON-INFRINGING. THIS DISCLAIMER OF WARRANTY CONSTITUTES AN ESSENTIAL PART OF THIS AGREEMENT. NO USE OF THE Services IS AUTHORIZED HEREUNDER EXCEPT UNDER THIS DISCLAIMER.
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL FORCE12IO LTD. OR ITS AFFILIATES OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE USE OF OR INABILITY TO USE THE Services, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTHER COMMERCIAL DAMAGES OR LOSSES, EVEN IF ADVISED OF THE POSSIBILITY THEREOF, AND REGARDLESS OF THE LEGAL OR EQUITABLE THEORY (CONTRACT, TORT OR OTHERWISE) UPON WHICH THE CLAIM IS BASED. IN ANY CASE, FORCE12IO LTD’S COLLECTIVE LIABILITY UNDER ANY PROVISION OF THIS AGREEMENT SHALL NOT EXCEED IN THE AGGREGATE THE SUM OF THE FEES USER PAID FOR THESE Services (IF ANY). SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL, CONSEQUENTIAL OR SPECIAL DAMAGES, SO THIS EXCLUSION AND LIMITATION MAY NOT APPLY TO YOU.
This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof, and may be amended only by a writing signed by both parties. This Agreement shall be governed by the laws of England. All disputes relating to this Agreement are subject to the exclusive jurisdiction of the courts of England and you expressly consent to the exercise of personal jurisdiction in the courts of England in connection with any such dispute including any claim involving Force12io Ltd. If any provision in this Agreement should be held illegal or unenforceable by a court of competent jurisdiction, such provision shall be modified to the extent necessary to render it enforceable without losing its intent, or severed from this Agreement if no such modification is possible, and other provisions of this Agreement shall remain in full force and effect. A waiver by either party of any term or condition of this Agreement or any breach thereof, in any one instance, shall not waive such term or condition or any subsequent breach thereof.
Our thanks to Juro for their help preparing these terms.