1. Consent to Agreement
2. Website’s Functionality
4. Warranties and Disclaimer of Warranties
THE WEBSITE IS PROVIDED “AS IS” AND THERE ARE NO WARRANTIES, CLAIMS OR REPRESENTATIONS MADE BY MTD, EITHER EXPRESS, IMPLIED, OR STATUTORY INCLUDING WARRANTIES OF QUALITY, PERFORMANCE, NON-INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, NOR ARE THERE ANY WARRANTIES CREATED BY COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USAGE. MTD DOES NOT WARRANT THAT THE WEBSITE WILL MEET YOUR NEEDS OR BE FREE FROM ERRORS OR VIRUSES OR OTHER HARMFUL COMPONENTS, OR THAT THE OPERATION OF THE WEBSITE WILL BE UNINTERRUPTED. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT. SOME STATES DO NOT ALLOW EXCLUSION OF AN IMPLIED WARRANTY, SO THIS DISCLAIMER MAY NOT APPLY TO YOU.
5. Limitation of Liability
MTD WILL NOT BE LIABLE FOR ANY INDIRECT, SPECIAL, PUNITIVE, CONSEQUENTIAL (INCLUDING, WITHOUT LIMITATION, LOST PROFITS OR LOST DATA COLLECTED THROUGH THE WEBSITE), OR INCIDENTAL DAMAGES, WHETHER BASED ON A CLAIM OR ACTION OF CONTRACT, WARRANTY, NEGLIGENCE, STRICT LIABILITY, OR OTHER TORT, BREACH OF ANY STATUTORY DUTY, INDEMNITY OR CONTRIBUTION, OR OTHERWISE, EVEN IF MTD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE LIMITATIONS OR EXCLUSIONS IN THIS PARAGRAPH MAY NOT APPLY TO YOU.IN ANY EVENT MTD’S TOTAL CUMULATIVE LIABILITY TO YOU OR ANY OTHER PARTY FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT OF USD 100 (ONE HUNDRED UNITED STATES DOLLARS).
6. Proprietary Rights Notice
The Website (including any derivatives and enhancements) and all intellectual property rights in the Website are, and shall remain, the property of MTD. All rights in and to the Website not expressly granted to you in this Agreement are hereby expressly reserved and retained by MTD and its licensors without restriction, including, without limitation, MTD’s right to sole ownership of its logos, trademarks, trade secrets, databases, reports, and the Website.You agree not to (and not to allow any third party to): (i) use the trademarks, trade names, service marks, logos, domain names and other distinctive brand features or any copyright or other proprietary rights associated with the Website for any purpose without the express written consent of MTD; (ii) register, attempt to register, or assist anyone else to register any trademark, trade name, serve marks, logos, domain names and other distinctive brand features, copyright or other proprietary rights associated with MTD other than in the name of MTD; or (iii) remove, obscure, or alter any notice of copyright, trademark, or other proprietary right appearing in or on any item included with the Website.
You have no obligation to give MTD any suggestions, ideas, enhancement requests, recommendations, comments or other feedback (“Feedback”) relating to the Website. To the extent MTD receives any Feedback from you, MTD may use and include any such Feedback to improve the Website or for any other purpose. Accordingly, you hereby irrevocably, exclusively and on a royalty-free basis, assign all such Feedback to MTD and its affiliates, licensees, clients, partners, third-party providers and other authorized entities may freely use, reproduce, license, distribute, and otherwise commercialize the Feedback as it deems fit.
8. Modifications to Website
MTD reserves the right to modify the terms of this Agreement from time to time. You are therefore encouraged to regularly review the Agreement. MTD may, from time to time, update or make certain modifications to the Website, including, without limitation, removing certain functionalities, changing the layout or adding new features that augment or enhance the Website (“Updates”). It is hereby clarified that any such Updates, including the release of new tools and resources, shall be subject to the terms of this Agreement. Continued use of the Website after any such Updates shall constitute your consent to such Updates.
9. Miscellaneous; Applicable Law and Venue
MTD shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control.If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed to the extent necessary to make it enforceable to the maximum extent permissible so as to affect the intent of the parties, and the remainder of this Agreement shall continue in full force and effect.This Agreement shall be governed by and construed under the laws of the State of Israel without reference to its conflict of law principles. Each party agrees to submit to the exclusive and personal jurisdiction of the courts located in Tel-Aviv, Israel. Any notices to MTD must be sent to: firstname.lastname@example.org, and are deemed given upon receipt. The failure of MTD to exercise or enforce any right or provision of this Agreement shall not constitute a waiver of such right or provision.You may not assign or otherwise transfer any of your rights hereunder without MTD’s prior written consent, and any such attempt is void. MTD may freely assign its rights under this Agreement. This Agreement shall be binding upon and inure to the benefit of the respective successors and assigns of the parties hereto.The relationship between MTD and you is not one of a legal partnership relationship, but is one of independent contractors.