Terms of Service, Privacy Policy, Security and Community Guidelines

User Terms of Service

Last updated: October 23rd 2023

AGREEMENT TO TERMS

This document, hereafter referred to as the “Terms of Service” or “ToS”, represents a legally binding agreement between (i) yourself, a person either acting on its own behalf or as a representative of another entity (“you”, “your”) and (ii) Machinations S.ar.l., a company of Luxembourgish nationality headquartered at 8 Op Bierg, Mamer, Luxembourg 8217, VAT number: LU30464284, National registration number: B226688, Business Permit / Autorisation Nr 10089993/0 (“Machinations.io”, “we”, “us” or “our”) concerning your free and/or paid access to and use of the Services and of the http://machinations.io website (or successor website) (the “Website”).

“Services” means, all as developed by or for Machinations and/or its subsidiaries, and delivered to you hereunder as per your agreed upon and ordered Subscription Plan, including, without limitation, during support services: (i) the my.machinations.io web application and the therein included, related, linked or otherwise connected thereto software, development kits, protection mechanisms, plugins, connectors, extensions, scripts, application program interfaces, software development kits, collaboration tools (the “Products”); (ii) the official guides for the Products, as made available here https://machinations.io/docs/ (or successor website) (“Documentation”); and (iii) any data, text, files, information, usernames, images, graphics, photos, profiles, audio and video clips, sounds, musical works, works of authorship, applications, links, created tasks and associated information, text, files and other content or materials (together, the “Content”) uploaded, downloaded, generated by or appearing on or in our Website, Products or Documentation or otherwise provided by us as part of other services (collectively the “Service Content”). The Services exclude any Third-Party Services and User Content. The Services and the Website shall be collectively referred to as the “Tools”.

These ToS do not apply to any seals or badges issued any Machinations.io as they are governed by the separate agreement signed by Machinations.io with the client in relation to which they were issued or, otherwise, to the Disclaimers available here https://machinations.io/disclaimer.

By accessing and using the Tools in any way or by placing an order related to the Services or by clicking to accept or agree to the ToS when this option is made available to you, you signify that you have read, understood and agreed to be bound by these ToS. IF YOU DO NOT AGREE TO ALL OF THE TERMS AND CONDITIONS CONTAINED IN THESE TOS, YOU MAY NOT USE THE TOOLS IN ANY MANNER AND YOU MUST DISCONTINUE USE IMMEDIATELY AND REMOVE AND DELETE ALL COPIES THEREOF.

If you are accessing or using the Tools on behalf of your employer or similar contractor, you represent that you have the relevant power and capacity to do so and that you are authorized to accept these ToS on behalf of your company, and all references to “you” will include both you as individual and the employer/similar contractor. You must be over the age of majority in your jurisdiction, but in all cases, not less than 18 years old and have full capacity to contract according to your country of residence, to use the Tools.

The Tools or any information or feature provided by us is not intended for use or distribution in any jurisdiction where they are contrary to, or prohibited by applicable law or regulation, or within which we would be subject to any registration requirement. If you or the entity you are acting on behalf of, are located in or subject to such a jurisdiction, then, you are precluded from accessing and using the Tools, while your failure to comply with this prohibition will result in your material breach of the ToS and you’ll be solely responsible for compliance with applicable laws and regulations and your access or use of the Tools is at your own initiative and risk.

2. CHANGES TO THE TERMS OF SERVICE

We reserve the right to modify the ToS at our own discretion and at any time in accordance with this provision. When we change these ToS, we will post the modified ToS on the Website and update the “Last Updated” date at the top of these ToS. The modified ToS shall become effective on the “Last Updated” date. You agree to follow up on the Website and the Products periodically to be updated on such modifications. We will use reasonable efforts to notify you of the changes through communications via the Products, email or other means. If you disagree with the revised ToS, you shall cease any further use of the Tools. If you continue to access or use the Tools, such affirmative action will constitute acceptance of the revised ToS.

3. OWNERSHIP AND PRIVACY

Unless otherwise indicated, the Tools and all of their underlying assets and Intellectual Property Rights are owned or controlled by us or licensed to us, and are protected by intellectual property laws and international conventions.

Except as expressly set forth in these ToS, each party retains all right, title, and interest in and to its Intellectual Property Rights. All rights not expressly granted are reserved and these ToS do not grant either any rights, by implication, waiver, estoppel, or otherwise.

“Intellectual Property Right(s)” means all patents, rights to inventions, copyright and related rights, trademarks, trade names, domain names, rights in computer software and databases, know-how, look and feel, and any other intellectual property rights or rights of a similar nature, in each case registered or unregistered, and including all applications and rights to apply for and be granted protection, renewals or extensions of such rights, as well as the right to claim priority therefrom, and similar or equivalent rights or forms of protection which subsist now or in the future in any part of the world, including as otherwise defined or regulated under the applicable law.

4. SERVICES USE

Subject to the terms and conditions of these ToS and of the Subscription Plan, we grant you during the Subscription Term, a limited, non-exclusive, non-sublicensable, non-transferable, worldwide right to use the Services selected by you when placing an order and included in the relevant invoice issued according to the Subscription Plan, solely for your internal business purposes (if you have a paid account) or only for personal, non-profit or academic usage (if you have a Community account), and in accordance with the applicable Acceptable Use Policy and the associated Documentation. When you have a paid account, you may allow your employees, representatives, and contractors (“Authorized Users”) to use and access the Services solely for your internal business purposes, provided that (i) you ensure the Authorized Users comply with these ToS and (ii) you shall be liable towards us as if the Authorized Users’ acts and omissions would have been your own. Upon request, you will provide us with details and use reports of all Authorized Users having received access to the Services. Granting access to any Authorized Users is at your sole risk and liability.

CREATING A USER ACCOUNT

If you wish to use the Services, you must register and create a user account (“User Account”) and for this purpose you must submit truthful and accurate information. You must update this information as necessary and we will, at any time, have the right to suspend or terminate your User Account and refuse any future use of the Services in case we are made aware that you have provided untrue, inaccurate, not current or otherwise incorrect or incomplete information. You are solely responsible in all respects for all use of (including any unauthorized use) your login credentials, and for protecting the confidentiality and security of your password.

When signing up for one of our paid plans, a Team will be created, and you will be able to add Authorized Users in accordance with the relevant Subscription Plan. All diagrams created by Authorized Users (also referenced as team members in the Documentation) will be saved in the team folder. More details on how to organize and manage a Team can be found here: https://machinations.io/docs/team-management/.

Certain Services are offered under different pricing plans, the limits and features of which are available at https://machinations.io/pricing/ or under a separate agreement entered into by and between us and you (“Subscription Plan”) including the duration of the right to use the Services (“Subscription Term”).

User Accounts can be of 2 (two) types:

Paid (private) accounts

Paid (private) accounts are subject to the payment of subscription fees, according to the Subscription Plans. By creating a paid account, your user profile and User Account and the Content you transmit, upload, publish or display (hereinafter “Distribute”) on or through the Services (referred to as “User Content”, which shall exclude, for the avoidance of any doubt, any Services Content) will be private, unless you choose to share it with other persons or to publicly Distribute it.

All User Content related to a paid account is and will remain, your own property. We do not claim or take any ownership rights in the User Content. Unless otherwise provided under the ToS, you only agree to grant us and our third-party providers (such as hosting providers, caching services, network operators etc.) a license that allows us to host, transmit and display your User Content to yourself or others, or as otherwise and only to the extent necessary for providing the Services to you. This license shall extend and apply to all future providers and technologies that we may use to provide the Services in the future. We may modify and your hereby grant us the right to modify your User Content in order to create different representations of it (such as previews, thumbnails, print-formatted content etc.) or to otherwise provide the Services, but we do not claim any ownership of your User Content or of those representations because of such modifications.

We will not share User Content with a third party (other than indicated under the ToS) unless directed by you (for example, if you elect to share your User Content with other Authorized users) or if you are part of a Team Account. We may share User Content if required to do so by law, or in the order to comply with applicable laws and regulations or to respond to a court order, subpoena, or search warrant. Whenever possible, we will notify you before making your User Content available to enable you to respond to the request yourself.
If you choose to share / make public any part of the User Content within the Community section of the Service, then you understand that the public User Content will be accessible and available to any person accessing the Website or generally, the Services. For the avoidance of doubt, any User Content that you choose to make public or share, will have the status described under the Community accounts section below, and by making such content public, you accept this.
Should you decide to turn any public User Content (content related to a public User Account or content that was shared by you within the Machinations Community) into private User Content, you can do this from the settings functions of your User Account. Please note that this will mean that the User Content will no longer be public, however, any person that had access to the User Content while such content was public, will continue to be able to use it, in accordance to the Community accounts section below.

Community (free) accounts

Community (free) accounts are subject to the eligibility criteria detailed here. By creating a Community account, your user profile and User Content will be public and information concerning your user profile and your User Content will be available to all visitors of the Website and of the Services.

Any User Content created by or in connection to a Community (free) account will be considered dedicated to public domain and any person will be allowed to distribute, remix, adapt, and build upon the material in any medium or format, even for commercial purposes, without any obligation to mention or give credit to the creator. Should any such User Content be, in whole or in part, protectable by copyright, you acknowledge and agree that you are waiving any and all of your rights to such works under copyright law, worldwide, including all related and neighboring rights, to the extend allowed by law, and such User Content is dedicated to the public domain. For the avoidance of doubt, a CCO 1.0 Universal Public Domain Dedication Creative Commons license is automatically granted by you for all such User Content (as further detailed here: https://creativecommons.org/publicdomain/zero/1.0/legalcode)

Should you not want to waive all rights to the User Content (and any elements or works thereof) created in relation to your User Account, please register for a private (paid) account.

We do not monitor User Content and we do not have an obligation to do so, however, if we are made aware of it by any means, we may block or remove any such User Content or prohibit any use of the Tools that constitutes a violation of these ToS. Consequently, we encourage you to maintain your own backup of your User Content. We are not a backup service and you agree that you will not rely on the Tools for the purposes of User Content backup or storage. We will not be liable to you for any modification, suspension, or discontinuation of the Tools, or the loss of any User Content.

Delete your account

If you want to delete your User Account, you may do so directly from the Settings section of your account, by pressing the “Delete Account” button. Following this process, your User Account will be deactivated immediately, and you will no longer be granted access to the account or your User Content, and any public User Content will no longer be available in the Machinations Community. For the avoidance of any doubt, all User Content publicly available before deletion of the User Account will continue to be subject the usage rights under the CCO 1.0 Universal Public Domain Dedication Creative Commons license, as detailed under under the ToS.

Upon deletion of your User Account, the Subscription Term shall automatically terminate, together with any of your other Services’ related rights mentioned under the ToS, including, without limitation, the right to use the Services, and you shall not be entitled to the refund of any pre-paid and unused subscription fees.

6. FEES AND PAYMENTS

Paid accounts and the use of certain or all features of the Services are subject to the relevant subscription fees set forth under the Subscription Plan. These fees are subject to change at any time and such changes will become applicable as of the start of your next Subscription Term upon renewal or upon placing a new order. You agree that we may charge your payment account and that you will pay the applicable fees assessed to your account for the Services you have purchased. Depending on which options you choose, those fees may recur each month or year thereafter, at the then-current fees rate.

We will use reasonable efforts to notify you of the fees changes through communications via the Products, email, or other means no later than 5 (five) calendar days before the start of your new Subscription Term. If you do not agree with the changes, you shall inform us 2 (two) business days before the start of the new Subscription Term of your intention of terminating your Subscription Plan and your use of the Services.

We accept the following forms of payment: Visa, Mastercard, PayPal. All prices will be shown in US Dollars and payments will be processed according to the mechanisms put in place by the payments processor we work with.

You agree to provide current, complete, and accurate purchase and account information for all your purchases. You further agree to promptly update account and payment information, including email address, payment method, and payment card expiration date, so that we can complete your transactions and contact you as needed. The appropriate taxes will be added to the price of purchases whenever required by applicable law.

We use a third party provider to process payment transactions and, normally, we do not transmit or collect your payment information. Any issues with payments should be directed to our third-party payment provider.

You agree to pay all charges or fees at the prices in effect at the time of your purchases, and you authorize us to charge your chosen payment provider for any such amounts upon making your purchase. If your purchase is subject to recurring charges, then you consent to our charging your payment method on a recurring basis without requiring your prior approval for each recurring charge, until you notify us of your cancellation.

We reserve the right to correct any errors or mistakes in pricing, even if we have already requested or received payment. We also reserve the right to refuse any order placed through the Services.

By default, paid User Accounts are set to auto-renew and we automatically charge you for such renewal on or after the renewal date associated with your account unless you have cancelled the Services prior to its renewal date. We may suspend or terminate your use of the Services at any time if fees become past due.

You can cancel your subscription at any time by contacting us using the contact information provided here https://machinations.io/contact/ or directly through the Products. Your cancellation will take effect at the end of the current paid Subscription Term and you will not be entitled to the refund of any pre-paid and unused fees upon cancellation.

7. PRICING TIERS AND ELIGIBILITY

The Service and/or any of its components, features or options may be conditional upon a free or paid subscription and eligibility to a pricing tier (the “Pricing Tiers”). Some components, features or options may be available only to specific Pricing Tiers.

You may choose and switch between any of the available Pricing Tiers as long as you meet the eligibility conditions for that specific Pricing Tier.

The free Pricing Tier (Community account) shall only be available for personal, non-profit or academic usage and professionals with revenue or funding
under 100,000 USD. Any other type of commercial usage of the Service shall only be available for users with a paid subscription corresponding to their eligibility.

Your eligibility to a specific Pricing Tier (the “Tier Eligibility”) is determined by the amount of revenue grossed or funding raised by you or the legal entity on whose behalf of for whose benefit you are using the Service, in the previous twelve (12) months (the “Financial Status”), as indicated on the “Pricing” section of our website from time to time.

By choosing a Pricing Tier, you state on your own responsibility that you are eligible for that specific Pricing Tier and that your Financial Status is within the limits of that Pricing Tier and you acknowledge that a false statement will constitute a breach of these Terms and will result in immediate termination of your access to the Services as well as your liability for any material, direct or indirect damages caused to us.

If your Financial Status changes during the validity of your subscription, it is your obligation to adjust your Pricing Tier in order to reflect the changes otherwise being deemed in material breach of the ToS.

You may not create multiple subscriptions with different Pricing Tiers; any subscription must belong to the Pricing Tier for which you or the legal entity on whose behalf or for whose benefit you are using the Service are eligible, under penalty of suspension or termination of your access to the Service.

You understand and acknowledge that we may independently collect information regarding your Financial Status and/or require you to provide reasonable information in order to determine or monitor your Tier Eligibility. Your refusal to provide such information will result in suspension or termination of your access to the Service.

We reserve the right to change the Tier Eligibility criteria from time to time and we will inform all current subscribers of the changes. Such changes will apply only after the expiry of the then current Subscription Term.

8. SUSPENSION AND TERMINATION

We reserve the right, in our sole discretion, to deactivate your User Account, remove your profile and/or deny, restrict, suspend, or terminate your access to all or any part of the Tools at any time, for any reason, with or without prior notice or explanation, and without liability. If we suspend your usage of any paid service, we will stop billing you during such suspension. In addition to the other cases set forth under the ToS, you will not receive any refunds if your access to the Service is suspended or terminated due to your breach of these Terms of Service or your obligations hereinunder, your cancellation of the Services or your failure to pay any fees due.

In particular, but without limitation, we may suspend or terminate your account(s) or cease providing you with all or part of our Tools at any time, without liability to you for any reason, including, but not limited to, if we reasonably believe: (i) you have violated these ToS, (ii) you create risk or possible legal exposure for us; or (iii) our provision of our Tools to you is no longer commercially viable or legal. We will make reasonable efforts to notify you through our Tools, the next time you attempt to access your account, or by an email address or phone number you have provided us (if applicable). If we terminate your access to the Tools, the User Content will no longer be accessible through your account.

Upon any termination, discontinuation, or cancellation of the Tools or your User Account, you must immediately cease their use and delete all copies thereof. You understand that some or all the Tools may cease to operate without prior notice upon expiration or termination of the Subscription Term or failure to pay any fees when due.

Any provision of these ToS that expressly or by implication is intended to come into or continue in force on or after termination or expiry of the ToS shall remain in full force and effect.

9. THIRD-PARTY WEBSITES AND CONTENT

As part of the functionality of the Tools, you may link your account with online accounts you have with third-party service providers (each such account, a “Third-Party Account”) by either: (1) providing your Third-Party Account login information through the Tools; or (2) allowing us to access your Third-Party Account, as is permitted under the applicable terms and conditions that govern your use of each Third-Party Account. You represent and warrant that you are entitled to disclose your Third-Party Account login information to us and/or grant us access to your Third-Party Account, without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Account, and without obligating us to pay any fees or making us subject to any usage limitations imposed by the third-party service provider of the Third-Party Account.

The Tools may be used by you (or you may be sent via the Tools) in conjunction with applications, endpoints, data services, software, application programing interfaces, websites, products, services or Content belonging to or originating from third parties (“Third-Party Services”). Such Third-Party Services are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for any Third-Party Services. You shall comply with all terms and conditions enforced by third-party providers thereof, bearing the entire risk of such use, and you should be aware these ToS no longer govern. Inclusion of, linking to, or permitting the use or installation of any Third-Party Services does not imply approval or endorsement thereof by us. Any purchases you make through Third-Party Services will be through Third-Party Services and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party. You agree and acknowledge that you shall hold us harmless from any harm caused by your purchase of such Third-Party Services.

10. PUBLICITY

You hereby grant us the non-exclusive and revocable right to use your trademark, trade names, domain names and logo to display you as our client on our website and in other marketing materials.

11. SUBMISSIONS

For all reviews, comments, feedback, postcards, suggestions, ideas, and other submissions disclosed, submitted, or offered to us via our Tools, our website, by e-mail or telephone, by mail, or otherwise disclosed, submitted or offered in connection with your use of the Services (collectively, “User Submissions”) you grant us a royalty-free, irrevocable, transferable right and license to use the User Submissions however we desire, including without limitation, to copy, modify, delete in its entirety, adapt, publish, translate, create derivative works from, and/or sell and/or distribute such User Submissions and/or incorporate such User Submissions into any form, medium, or technology throughout the world.

XI. DATA PROTECTION AND PRIVACY

XI.1. Your privacy is important to us. Use of the Service is governed by our Privacy Policy which may be consulted here. You will find in our Privacy Policy details on how we process your personal data and your rights thereof.

12. MODIFICATIONS TO THE TOOLS

We reserve the right to modify, suspend, discontinue or terminate any or all portions of the Tools with or without cause at any time and effective immediately. Machinations.io shall not be liable to you or any third party for any modification, suspension, discontinuation, or termination. Should you object to any modifications to the Tools or become dissatisfied with the Tools in any way, your only recourse is to immediately cease using the Tools and terminate the Subscription Plan.

We cannot guarantee the Tools will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Tools, resulting in interruptions, delays, or errors. Nothing in these ToS will be construed to obligate us to maintain and support the Tools or to supply any corrections, updates, or releases in connection therewith.

Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Tools. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

13. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

THE TOOLS, INCLUDING, WITHOUT LIMITATION, ANY CONTENT, ARE PROVIDED ON AN “AS IS”, “AS AVAILABLE”, AND “WITH ALL FAULTS” BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY LAW, NEITHER WE NOR ANY OF OUR EMPLOYEES, MANAGERS, OFFICERS, CONTRACTORS, SUPPLIERS, LICENSORS, OR AGENTS (COLLECTIVELY, THE “MACHINATIONS PARTIES”) MAKE ANY REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE TOOLS OR THEIR USE; (B) ANY CONTENT; (C) USER CONTENT; OR (D) THIRD PARTY SERVICES. IN ADDITION, THE MACHINATIONS PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION, AND FREEDOM FROM COMPUTER VIRUS.

THE MACHINATIONS PARTIES DO NOT REPRESENT OR WARRANT THAT THE TOOLS WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED. THE MACHINATION PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE TOOLS ARE ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE TOOLS IS AT YOUR SOLE RISK. THE MACHINATION PARTIES DO NOT WARRANT THAT YOUR USE OF THE TOOLS IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE MACHINATION PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES. SOME JURISDICTIONS LIMIT OR DO NOT ALLOW THE DISCLAIMER OF IMPLIED OR OTHER WARRANTIES SO THE ABOVE DISCLAIMER MAY NOT APPLY TO YOU TO THE EXTENT SUCH JURISDICTION’S LAW IS APPLICABLE TO YOU AND THESE TERMS OF USE.

BY ACCESSING OR USING THE TOOLS YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE TOOLS.

YOU ALONE ASSUME THE SOLE RESPONSIBILITY OF EVALUATING THE MERITS AND RISKS ASSOCIATED WITH THE USE OF THE TOOLS AND YOU AGREE NOT TO HOLD THE MACHINATION PARTIES LIABLE FOR ANY POSSIBLE CLAIM FROM DAMAGES ARISING FROM ANY DECISION YOU MAKE BASED ON THE TOOLS.

YOU SHOULD READ THE ADDITIONAL DISCLAIMERS AVAILABLE HERE https://machinations.io/disclaimer AS THEY ARE INCORPORATED HEREIN BY REFERENCE AND APPLICABLE TO YOU.

14. LIMITATION OF LIABILITY

WE WILL NOT BE LIABLE TO YOU FOR ANY SPECIAL, INDIRECT, MORAL, CONSEQUENTIAL, INCIDENTAL, PUNITIVE, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, LOSS OF REVENUE OR GOODWILL, LOSS OR CORRUPTION OF DATA, OR INTERRUPTION OF BUSINESS. UNDER NO CIRCUMSTANCES MAY WE BE LIABLE FOR ANY CLAIMS THAT MAY BE ASSERTED, GRANTED OR IMPOSED AGAINST, ARISING FROM, OR IN CONNECTION WITH THIRD PARTY SERVICES.

OUR MAXIMUM AGGREGATE LIABILITY FOR ALL DAMAGES (INDIVIDUALLY AND TOGETHER) UNDER OR RELATING TO THIS TOS OR YOUR USE OF THE TOOLS WILL NOT EXCEED THE ANY PREPAID AND UNUSED FEES PAID BY YOU UNDER THESE TOS FOR THE RELEVANT SERVICES.

THE FOREGOING WILL APPLY ONLY TO THE EXTENT PERMITTED UNDER THE APPLICABLE LAW, REGARDLESS OF WHETHER THE CLAIM ARISES FROM CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY, AND IRRESPECTIVE OF WHETHER WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE MIGHT INCUR.

EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS OF THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE PRICING OFFERED BY US TO YOU AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES.

15. INDEMNITY

You agree to indemnify and hold Machinations.io, its subsidiaries and affiliates, and each of their directors, officers, agents, contractors, partners and employees, harmless from and against and will indemnify against any loss, liability, claim, demand, damages, costs and expenses, including reasonable attorney’s fees, arising out of your use of the Tools, the User Content you provide, or any violation of these Terms of Service or of any law or the rights of any third party.

16. EXPORT CONTROL

You acknowledge that the Tools may be subject to export control and sanctions laws including U.S. Export Administration Regulations administered by the U.S. Department of Commerce’s Bureau of Industry and Security (“BIS”) and economic sanctions administered by the U.S Department of the Treasury’s Office of Foreign Assets Control (“OFAC”), European Commission regulations, United Nations Security Council resolutions, and other similar national or international regulations (collectively “Export Laws”). You agree to comply with all Export Laws related to your access to and use of the Tools. You represent and warrant that you are not (i) located, organized, or resident in a country or territory that is subject to a U.S. trade embargo (currently, Crimea, Cuba, Iran, North Korea, and Syria); or (ii) identified on, or owned or controlled by any party identified on, any applicable sanctions or restricted party list, including the Specially Designated Nationals and Blocked Persons List, Foreign Sanctions Evaders List, and Sectoral Sanctions Identifications List, administered by OFAC, and the Entity List, Denied Persons List, or Unverified List, administered by BIS. You agree that it will not export, re-export or otherwise transfer the Tools, or use the Tools to disclose, transfer, download, export, or re-export, directly or indirectly, any Content, to any country, entity or other party that is ineligible to receive such items under the Export Laws. You acknowledge that the Tools may not be available in all jurisdictions and that you are solely responsible for complying with the Export Laws in your access to and use of the Tools. You acknowledge that we may cease to provide the Tools if we determine that you have violated any of the representations in this section and you agree to promptly notify us in writing if your status if any of these representations change.

17. COMMUNICATIONS AND NOTICES

YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SERVICE. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

You acknowledge and agree that any communication sent by us to the email address you submit for the registration of your User Account will be considered valid and effective and will enter into force the next calendar day after being sent.

18. MISCELLANEOUS

Waiver and Severability of Terms. The failure of Machinations.io to exercise or enforce any right or provision of these Terms of Service shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Service will be effective only if in writing and signed by Machinations.io. If any provision of these Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the relevant provisions, and the other provisions of these Terms of Service remain in full force and effect.

CHOICE OF LAW. THIS AGREEMENT SHALL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE GRAND DUCHY OF LUXEMBOURG, WITHOUT REGARD TO ITS CONFLICT OF LAW PRINCIPLES. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS AND THE UNIFORM COMPUTER INFORMATION TRANSACTION ACT (UCITA) DO NOT APPLY TO THESE TOS.

INFORMAL NEGOTIATIONS. TO EXPEDITE RESOLUTION AND CONTROL THE COST OF ANY AND ALL DISPUTES, CONTROVERSIES, OR CLAIMS RELATED TO, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OF SERVICE (EACH A “DISPUTE” AND COLLECTIVELY, THE “DISPUTES”) BROUGHT BY EITHER YOU OR US (INDIVIDUALLY, A “PARTY” AND COLLECTIVELY, THE “PARTIES”), THE PARTIES AGREE TO FIRST ATTEMPT TO NEGOTIATE ANY DISPUTE (EXCEPT THOSE DISPUTES EXPRESSLY PROVIDED BELOW) INFORMALLY FOR AT LEAST THIRTY (30) DAYS BEFORE INITIATING ARBITRATION. SUCH INFORMAL NEGOTIATIONS COMMENCE UPON WRITTEN NOTICE FROM ONE PARTY TO THE OTHER PARTY.

BINDING ARBITRATION. IF THE PARTIES ARE UNABLE TO RESOLVE A DISPUTE THROUGH INFORMAL NEGOTIATIONS, THE DISPUTE (EXCEPT THOSE DISPUTES EXPRESSLY EXCLUDED BELOW) WILL BE FINALLY AND EXCLUSIVELY RESOLVED BY BINDING ARBITRATION. YOU UNDERSTAND THAT WITHOUT THIS PROVISION, YOU WOULD HAVE THE RIGHT TO SUE IN COURT. THE ARBITRATION SHALL BE COMMENCED AND CONDUCTED UNDER THE COMMERCIAL ARBITRATION RULES OF THE THE ARBITRATION CENTRE OF THE CHAMBER OF COMMERCE OF THE GRAND-DUCHY OF LUXEMBOURG (“ACCCGDL”) AND, WHERE APPROPRIATE, THE ACCCGDL’S SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (“ACCCGDL CONSUMER RULES”), BOTH OF WHICH ARE AVAILABLE AT THE ACCCGDL WEBSITE. THE ARBITRAL TRIBUNAL SHALL BE COMPOSED OF ONE ARBITRATOR. YOUR ARBITRATION FEES AND YOUR SHARE OF ARBITRATOR COMPENSATION SHALL BE GOVERNED BY THE ACCCGDL CONSUMER RULES AND, WHERE APPROPRIATE, LIMITED BY THE ACCCGDL CONSUMER RULES, IF APPLICABLE. THE ARBITRATION MAY BE CONDUCTED IN PERSON, THROUGH THE SUBMISSION OF DOCUMENTS, BY PHONE, OR ONLINE. THE ARBITRATOR WILL MAKE A DECISION IN WRITING, BUT NEED NOT PROVIDE A STATEMENT OF REASONS UNLESS REQUESTED BY EITHER PARTY. THE ARBITRATOR MUST FOLLOW THE APPLICABLE LAW, AND ANY AWARD MAY BE CHALLENGED IF THE ARBITRATOR FAILS TO DO SO. THE ARBITRATION WILL TAKE PLACE IN GRAND-DUCHY OF LUXEMBOURG. EXCEPT AS OTHERWISE PROVIDED HEREIN, THE PARTIES MAY LITIGATE IN COURT TO COMPEL ARBITRATION, STAY PROCEEDINGS PENDING ARBITRATION, OR TO CONFIRM, MODIFY, VACATE, OR ENTER JUDGMENT ON THE AWARD ENTERED BY THE ARBITRATOR AND EITHER PARTY MAY SEEK INJUNCTIVE RELIEF FROM A COURT OF COMPETENT JURISDICTION TO PREVENT IRREPARABLE HARM OR TO ENJOIN ANY INTELLECTUAL PROPERTY RIGHTS MISUSE.

RESTRICTIONS. THE PARTIES AGREE THAT ANY ARBITRATION SHALL BE LIMITED TO THE DISPUTE BETWEEN THE PARTIES INDIVIDUALLY. TO THE FULL EXTENT PERMITTED BY LAW, (A) NO ARBITRATION SHALL BE JOINED WITH ANY OTHER PROCEEDING; (B) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE ARBITRATED ON A CLASS-ACTION BASIS OR TO UTILIZE CLASS ACTION PROCEDURES; AND (C) THERE IS NO RIGHT OR AUTHORITY FOR ANY DISPUTE TO BE BROUGHT IN A PURPORTED REPRESENTATIVE CAPACITY ON BEHALF OF THE GENERAL PUBLIC OR ANY OTHER PERSONS.

LIMITATION PERIODS. IN NO EVENT SHALL ANY DISPUTE BROUGHT BY YOU BE COMMENCED MORE THAN ONE (1) YEAR AFTER THE CAUSE OF ACTION AROSE.

Assignment. These ToS (and your access to any of the Tools) are not assignable or transferable by you without our prior written consent. Any purported assignment in violation of this section is null and void.

19. CORRECTIONS

Although we will strive to keep the Tools free of errors, it may contain from time to time typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information at any time, without prior notice.

Privacy Policy

Last updated January 23rd, 2023

DEFINITIONS

I.1. Personal Data (or Data): Any information that directly, indirectly, or in connection with other information – including a personal identification number – allows for the identification or identifiability of a natural person.

I.2. Service: the http://machinations.io website, the my.machinations.io web application as well as any other medium or communication channel related, linked, or otherwise connected thereto, including any of our third-party website or social media profiles (collectively, the “Service”).

I.3. Usage Data: Information collected automatically through the Service (or third-party services employed by the Service), which may include: the IP addresses or domain names of the computers utilized by the Users of the Services, the URI addresses (Uniform Resource Identifier), the time of the request, the method utilized to submit the request to the server, the size of the file received in response, the numerical code indicating the status of the server’s answer (successful outcome, error, etc.), the country of origin, the features of the browser and the operating system utilized by the User, the various time details per visit (e.g., the time spent on each page within the Site) and the details about the path followed within the Site with special reference to the sequence of pages visited, and other parameters about the device operating system and/or the User’s IT environment.

I.4. User: The individual using this Site who, unless otherwise specified, coincides with the Data Subject.

I.5. Data Subject: The natural person to whom the Personal Data refers.

I.6. Data Processor: The natural or legal person, public authority, agency or other body which processes Personal Data on behalf of the Controller, as described in this Privacy Policy.

I.7. Data Controller: Machinations S.ar.l., a company of Luxembourgish nationality headquartered at 8 Op Bierg, Mamer, Luxembourg 8217.

I.8. Cookies: Small sets of data stored in the User’s device.

I.9. Unless otherwise specified, all references made within this document to the European Union include all current member states to the European Union and the European Economic Area.

II. TYPES OF DATA COLLECTED

II.1. The types of Personal Data that we collect, directly or through third parties, are: email address, first name, last name, Cookies and Usage Data.
We collect your email address in order to have an unique identifier for you and allow you to create and access your User Account. This is the only required type of personal data for using the Service.

II.2. We collect your first and last name in order to be able to address you in a friendly manner. You are not required to give your first and last name and you can request that we delete it without impacting your use of the Service unless you have made or are making payments to us, in which case we need your first and last name to fulfill our accounting legal obligations.

II.3. We – and some third-party services used in order to provide the Service – use Cookies for the purpose of providing the Service in a personalized and streamlined manner.

II.4. We – and some third-party services used in order to provide the Service – use Usage Data to determine the way in which our users use the Service and how we can improve its performance.

II.5. Personal Data may be freely provided by the User, or, in case of Usage Data, collected automatically when using this Site.

II.6. You may contact us at contact@machinations.io for any questions regarding the types of data collected from you and its processing.

II.7. We have no mechanism to monitor any third-party Personal Data distributed by our other users through the Service. Distributing Users are responsible for any such Personal Data and confirm that they have the third party’s consent to distribute it. If we are made aware that any such Personal Data was distributed without the necessary content, we will remove it.

III. METHODS AND PLACE OF PROCESSING THE DATA

III.1. Methods of processing. We take appropriate security measures to prevent unauthorized access, disclosure, modification, or unauthorized destruction of the Data. The Data processing is carried out using computers and/or IT enabled tools, following organisational procedures and methods strictly related to the purposes indicated. In some cases, the Data may be accessible to certain types of persons in charge, involved with the operation of the Service (administration, sales, marketing, legal, system administration) or external parties (such as third-party technical service providers, mail carriers, hosting providers, IT companies, communications agencies) appointed, if necessary, as Data Processors. The updated list of these parties may be requested from the Data Controller at any time. A public list of our Subprocessors can also be observed here: https://machinations.io/subprocessors.

III.2. Legal basis of processing. We may process Personal Data relating to Users whenever it is necessary for the performance of an agreement with the User and/or for the purposes of our legitimate interests related to the Service.

III.3. Place of processing. The Data is processed at our operating offices located within the European Union.

III.4. Retention time. Personal Data shall be processed and stored for as long as required by the purpose they have been collected for. Therefore, your Personal Data will be retained for as long as you maintain a User Account for the Service. Once the retention period expires, Personal Data shall be deleted. Therefore, the right to access, the right to erasure, the right to rectification and the right to data portability cannot be enforced after expiration of the retention period.

IV. THE PURPOSES OF PROCESSING

IV.1. The Data concerning the User is collected to allow us to provide the Service, as well as to compile analytical information, manage contacts and send messages to our Users, and to enable platform and hosting services.

V. DETAILED INFORMATION ON THE PROCESSING OF PERSONAL DATA

V.1. Personal Data is collected for the following purposes and using the following services:

Analytics

The services contained in this section enable the Data Controller to monitor and analyze web traffic and can be used to keep track of User behavior.
Google Analytics (Google Inc.)
Google Analytics is a web analysis service provided by Google Inc. (“Google”).
Google utilises the Data collected to track and examine the use of the Service, to prepare reports on its activities and share them with other Google services.
Google may use the Data collected to contextualize and personalize the ads of its own advertising network.Personal Data collected: Cookies and Usage Data.
Place of processing: United States – Privacy Policy – Opt Out. Privacy Shield participant.

ii. Mailing list or newsletter (this Service)

By registering on the mailing list or for the newsletter, the User’s email address will be added to the contact list of those who will receive email messages containing information of commercial or promotional nature concerning the Service.
If you opt in, your email address will also be added to this list as a result of signing up to this Site or after making a purchase.
Personal Data collected: email address, first name and last name.

iii. Managing contacts and sending messages

This type of service makes it possible to manage a database of email contacts, phone contacts or any other contact information to communicate with the User.
These services may also collect data concerning the date and time when the message was viewed by the User, as well as when the User interacted with it, such as by clicking on links included in the message.
MailChimp (The Rocket Science Group, LLC.)
MailChimp is an email address management and message sending service provided by The Rocket Science Group, LLC.
Personal Data collected: email address, first name and last name.
Place of processing: United States – Privacy Policy. Privacy Shield participant.

iv. Platform and hosting services

These services have the purpose of hosting and running key components of the Service, allowing the provision of this Site from within a unified platform.
Such platforms provide a wide range of tools – e.g. analytics, user registration, commenting, database management, e-commerce, payment processing – that require the collection and handling of Personal Data.
Amazon Web Services (AWS) (Amazon Web Services, Inc.)
Amazon Web Services is a hosting and backend service provided by Amazon.com Inc.
Personal Data collected: various types of Data as specified in the privacy policy of the service.
Place of processing: See AWS Privacy Policy

v. Interaction with live chat platforms

This type of service allows Users to interact with third-party live chat platforms directly from the pages of this Application, for contacting and being contacted by this Application support service. If one of these services is installed, it may collect browsing and Usage Data in the pages where it is installed, even if the Users do not actively use the service. Moreover, live chat conversations may be logged.
Intercom Widget (Intercom, Inc.)
The Intercom Widget is a service for interacting with the Intercom live chat platform provided by Intercom, Inc.
Personal Data collected: Cookies, Data communicated while using the service, Usage Data and various types of Data as specified in the privacy policy of the service.
Place of processing: Delaware – Privacy Policy.

RIGHTS OF USERS

VI.1. Users may exercise certain rights regarding their Personal Data.

IV.2. In particular, Users have the right to do the following:

Withdraw their consent at any time. Users have the right to withdraw consent where they have previously given their consent to the processing of their Personal Data.
Object to processing of their Data. Users have the right to object to the processing of their Data if the processing is carried out on a legal basis other than consent. Further details are provided in the dedicated section below.
Access their Data. Users have the right to learn if Data is being processed by the Data Controller, obtain disclosure regarding certain aspects of the processing and obtain a copy of the Data undergoing processing.
Verify and seek rectification. Users have the right to verify the accuracy of their Data and ask for it to be updated or corrected.
Restrict the processing of their Data. Users have the right, under certain circumstances, to restrict the processing of their Data. In this case, the Data Controller will not process their Data for any purpose other than storing it.
Have their Personal Data deleted or otherwise removed. Users have the right, under certain circumstances, to obtain the erasure of their Data from the Data Controller.
Receive their Data and have it transferred to another controller.
Users have the right to receive their Data in a structured, commonly used and machine readable format and, if technically feasible, to have it transmitted to another controller without any hindrance. This provision is applicable provided that the Data is processed by automated means and that the processing is based on the User’s consent, on a contract which the User is part of or on pre-contractual obligations thereof.
Lodge a complaint. Users have the right to bring a claim before their competent data protection authority.

VI.3. Where Personal Data is processed for the purposes of the legitimate interests, Users may object to such processing by providing a ground related to their particular situation to justify the objection. However, should their Personal Data be processed for direct marketing purposes, they can object to that processing at any time without providing any justification.

VI.4. Any requests to exercise User rights can be directed to us through the contact details provided in this document. These requests can be exercised free of charge and will be addressed by us as early as possible and always within one month.

VII. ADDITIONAL INFORMATION ABOUT DATA COLLECTION AND PROCESSING

VII.1. Legal action. The User’s Personal Data may be used as proof in case of legal action arising from using the Service.

VII.2. The User should acknowledge that we may be required to reveal Personal Data upon request of public authorities.

VII.3. System logs and maintenance. For operation and maintenance purposes, the Service and any third-party services may collect files that record interaction with the Service (System logs) that use other Personal Data (such as the IP Address) for this purpose.

VII.4. “Do Not Track” requests. The Service does not support “Do Not Track” requests. To determine whether any of the third-party services it uses honor the “Do Not Track” requests, please read their privacy policies.

VIII. CHANGES TO THIS PRIVACY POLICY

VIII.1. We reserve the right to make changes to this privacy policy at any time by giving notice to the Users and/or – as far as technically and legally feasible – sending a notice to Users via the Service or any contact information available.

VIII.2. Should the changes affect processing activities performed on the basis of the User’s consent, the Data Controller shall collect new consent from the User, where required.

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