TERMS OF USE
Effective Date: September 27, 2024
Overview
Welcome to the Manuevo website (the “Site”). These Terms of Use (the “Terms”) create a legal agreement between you (“You”) and Manuevo.
The Site is a copyrighted property of Manuevo. Certain features of the Site may be subject to specific guidelines, terms, or rules, which will be posted on the Site in relation to those features. Additionally, your submission of information, including personal data, through or in connection with the Site is governed by our Privacy Policy, which may be updated periodically. All supplementary terms, guidelines, and rules, including our Privacy Policy and Terms and Conditions of Sale, are incorporated into these Terms by reference. Unless otherwise specified, any capitalized terms used here will have the same meaning as those defined in our Terms and Conditions of Sale.
These Terms establish the legally binding conditions that govern your use of the Site and apply to all information, recommendations, and services provided to you through the Site. By accessing or using the Site, you agree to these Terms (either for yourself or on behalf of the entity you represent) and confirm that you have the legal right, authority, and capacity to enter into these Terms (for yourself or on behalf of the entity you represent). You may not access or use the Site or accept these Terms if you are under 18 years old or not of legal age to enter into a valid contract according to the laws applicable to you. If you do not agree to all the provisions of these Terms, you must not access or use the Site.
Our Site, apps, products, and services are intended for businesses and their representatives. We do not cater to individual consumers or those seeking to use our products and services for personal or household purposes.
1. Accounts
1.1. Account Creation. To access certain features of the Site, you must create an account (“Account”) and provide specific information as requested by the registration form. You represent and warrant that: (a) all registration information you provide is accurate and truthful, and (b) you will keep this information up to date. You may delete your Account at any time, for any reason, by following the instructions provided on the Site. We reserve the right to suspend or terminate your Account as outlined in these Terms.
1.2. Account Responsibilities. You are responsible for keeping your Account login information confidential and are fully accountable for all activities that occur under your Account. You agree to notify us immediately of any unauthorized use or suspected unauthorized use of your Account, or any other security breach. We are not liable for any loss or damage resulting from your failure to meet these obligations.
2. Access to the Site
2.1 Restrictions. The rights granted to you under these Terms are subject to the following limitations: (a) You may not license, sell, rent, lease, transfer, assign, distribute, host, reformat, or otherwise commercially exploit the Site, or any content displayed on it, in whole or in part; (b) You may not modify, create derivative works, disassemble, reverse compile, or reverse engineer any part of the Site; (c) You may not use the Site to develop a similar or competing website, product, or service; and (d) unless expressly allowed, no part of the Site may be copied, reproduced, distributed, republished, downloaded, displayed, posted, or transmitted in any form or by any means. Any future releases, updates, or additional functionality or content for the Site will be subject to these Terms. All copyright and proprietary notices on the Site or its content must be retained on all copies.
2.2 Modifications. We reserve the right to modify, suspend, or discontinue the Site, in whole or in part, at any time, with or without notice. You agree that we will not be liable to you or any third party for any such modification, suspension, or discontinuation.
2.3 No Support or Maintenance. You acknowledge that we have no obligation to provide you with support or maintenance services for the Site.
2.4 Ownership. Except for any User Content (as defined below) you provide, you acknowledge that all intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Site and its content are owned by us or our suppliers. These Terms, and your access to the Site, do not grant you or any third party any rights, title, or interest in such intellectual property. We reserve all rights not explicitly granted under these Terms. No licenses are provided under these Terms, whether express, implied, or otherwise.
3. User Content
3.1 User Content Definition. “User Content” refers to any information or content submitted by a user to or used with the Site (e.g., profile content, communications with Manuevo via voice, email, text, or other messaging, including data, 3D CAD data, and 2D technical drawings). You are solely responsible for your User Content and assume all risks associated with its use, including reliance on its accuracy, completeness, or suitability, and any personal disclosure within the content. You represent and warrant that your User Content complies with our Acceptable Use Policy. Since you are responsible for your User Content, you may be liable if it violates the Acceptable Use Policy. We are not obligated to back up User Content, and it may be deleted without prior notice. You are responsible for maintaining your own backup copies of your User Content if needed.
3.2 License. By submitting User Content to Manuevo, you grant Manuevo a non-exclusive, royalty-free, fully paid, worldwide, transferable, and sub-licensable right and license to use, copy, modify, reproduce, distribute, and display the data (including 3D CAD data and 2D technical drawings), documentation, drawings, and specifications in your User Content. This license is solely for the purposes of (1) providing the Site and related services and (2) improving our products and services. You also irrevocably waive any claims or assertions of moral rights or attribution with respect to your User Content.
3.3 Your Representations. By creating an account on the Site, you authorize Manuevo to use your trademarks, logos, names, or signs for marketing purposes, such as mentioning you as a customer on the Site and in promotional materials (e.g., advertisements, press releases, presentations). Manuevo will not use your name if you are an individual, and your content will remain subject to confidentiality clauses outlined in these Terms.
(a) You represent and warrant that you have the authority to use the Site and enter legally binding agreements. The information on the Site is only available to individuals aged 18 or older who can legally form contracts under applicable law.
(b) You represent and warrant that all information you submit to the Site is accurate and that you have the right to provide User Content, documentation, drawings, and specifications, and to grant the license referenced in Section 3.
(c) You represent and warrant that you will use any User Content and resulting parts in compliance with applicable laws and requirements.
(d) You agree and warrant that you will not use the Site to:
(i) Upload, transmit, or distribute any viruses, worms, or software intended to damage or alter systems or data;
(ii) Send unsolicited or unauthorized advertising, spam, chain letters, or similar messages;
(iii) Collect information about other users, such as email addresses, without their consent;
(iv) Disrupt or overburden servers or networks connected to the Site, or violate associated policies;
(v) Attempt to gain unauthorized access to the Site, other systems, servers, or networks through methods like password mining;
(vi) Harass or interfere with other users’ enjoyment of the Site;
(vii) Use automated software or scripts to create multiple accounts, automate searches, or scrape data from the Site;
(viii) Threaten or harass any person or entity.
(e) You further represent and warrant that you will use the Site, User Content, and resulting parts in accordance with our Acceptable Use Policy.
3.4 Acceptable Use Policy. The following constitutes our “Acceptable Use Policy”:
(a) You agree to use the Site in compliance with our Export Control Policy:
(i) You acknowledge that Manuevo does not accept Export Controlled Data, defined as data controlled under E.U. or U.S. law based on your place of order or residency. This includes data under the E.U. Common Military List, E.U. Dual Use Regulation, U.S. International Traffic in Arms Regulations, or U.S. Export Administration Regulations.
(ii) You certify that your data and orders do not include Export Controlled Data.
(iii) You understand that by uploading data to the Site, you are exporting data to other countries where Manuevo operates.
(iv) You acknowledge it is your responsibility to provide accurate export classifications and comply with all relevant laws.
(v) You warrant that the production, shipping, sale, and use of goods in your order comply with export control laws.
(vi) You will not, directly or indirectly, sell, transfer, or dispose of products or technology received from Manuevo to any prohibited destinations or uses without government authorization.
(vii) You may not use the Site if you are subject to sanctions from the U.S., E.U., or your country of residence.
(b) You further represent and warrant compliance with our Content Policy, which includes that:
(i) Your User Content does not contain any weapons or weapon components, including firearms, ammunition, bladed weapons, explosive devices, or accessories;
(ii) Your User Content does not infringe intellectual property rights;
(iii) Your User Content is not harassing, offensive, harmful to minors, or discriminatory;
(iv) Your User Content will not be implanted in a human body or be subject to FAA inspection;
(v) Your User Content complies with all applicable laws and our Export Control Policy.
3.5 Enforcement. We reserve the right to review any User Content and take action, including removal, modification, termination of your account, or reporting to authorities if you violate the Acceptable Use Policy or any other Terms. Attempting to damage the Site or disrupt Manuevo’s operations may result in civil and criminal penalties, and we may seek damages.
3.6 Feedback. If you provide feedback or suggestions regarding the Site (“Feedback”), you assign all rights in the Feedback to us, and we may use it as we see fit. We will treat Feedback as non-confidential and non-proprietary. You agree not to submit any Feedback that you consider confidential.
4. Third-Party Links & Ads
4.1 Third-Party Links & Ads. The Site may include links to third-party websites and services, as well as advertisements for third parties (collectively, “Third-Party Links & Ads”). These Third-Party Links & Ads are not under our control, and we are not responsible for them. We provide access to these Third-Party Links & Ads solely for your convenience and do not review, approve, monitor, endorse, warrant, or make any representations regarding them. Your use of any Third-Party Links & Ads is at your own risk, and you should exercise caution and discretion. When you click on any Third-Party Links & Ads, the terms and policies of the relevant third party, including their privacy and data practices, apply. It is your responsibility to conduct any necessary investigations before engaging in any transactions related to these Third-Party Links & Ads.
4.2 Release. You hereby release and forever discharge Manuevo (including our officers, employees, agents, successors, and assigns) from any and all past, present, and future disputes, claims, controversies, demands, rights, obligations, liabilities, actions, or causes of action of any kind (including personal injuries, death, and property damage), arising directly or indirectly from or related to your use of the Site (including interactions with, or acts or omissions of, any Third-Party Links & Ads). IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
5. Indemnification. You agree to indemnify and hold harmless Manuevo, including its officers, directors, employees, representatives, agents, affiliates, and their respective officers, directors, employees, representatives, agents, and (sub)contractors (including manufacturing partners), from any liabilities, losses, claims, demands, damages, penalties, costs, and expenses (including attorneys’ fees, court costs, and litigation expenses) arising from: (a) your use of the Site, (b) your violation of these Terms, (c) your violation of applicable laws or regulations, or (d) your User Content. Manuevo reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to fully cooperate with our defense. You also agree not to settle any matter without our prior written consent. We will make reasonable efforts to notify you of any such claim, action, or proceeding as soon as we become aware of it.
6. Disclaimers
6.1 The Site and our services are intended for general informational purposes only and should not be considered as advice.
6.2 THE SITE IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MANUEVO (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, CONTRACTUAL, OR STATUTORY. THIS INCLUDES, BUT IS NOT LIMITED TO, WARRANTIES, REPRESENTATIONS, GUARANTEES, OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, AND NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) DO NOT WARRANT THAT THE SITE WILL MEET YOUR EXPECTATIONS, BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE, OR ACCURATE, RELIABLE, FREE OF MALWARE, VIRUSES, OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF ANY WARRANTIES ARE REQUIRED BY MANDATORY LAW, THEY WILL BE LIMITED TO A DURATION OF NINETY (90) DAYS FROM THE DATE OF FIRST USE.
7. Limitation on Liability
7.1 TO THE FULLEST EXTENT PERMITTED BY LAW, AND SUBJECT TO THE FINAL PARAGRAPH OF THIS SECTION, IN NO EVENT SHALL MANUEVO (OR OUR SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY CLAIMS, ACTIONS, INJURIES, LOSSES, OR DAMAGES OF ANY KIND, INCLUDING, BUT NOT LIMITED TO, PERSONAL INJURY OR DEATH, LOST PROFITS, LOST DATA, LOST INCOME, DAMAGE TO PROPERTY, COSTS OF SUBSTITUTE PRODUCTS, OR ANY DIRECT, INDIRECT, COMPENSATORY, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO: (I) THESE TERMS; (II) YOUR USE OR INABILITY TO USE THE SITE, INCLUDING DAMAGES CAUSED BY MALWARE, VIRUSES, OR INACCURATE OR INCOMPLETE INFORMATION ON THE SITE; (III) YOUR USE OR INABILITY TO USE ELECTRONIC COMMUNICATIONS WITH THE SITE, INCLUDING DAMAGES DUE TO FAILURE, DELAY, INTERCEPTION, OR MANIPULATION OF COMMUNICATIONS BY THIRD PARTIES OR SOFTWARE THAT TRANSMITS VIRUSES; (IV) CLAIMS FROM THIRD PARTIES. THIS APPLIES WHETHER THE CLAIM IS BASED ON CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO AND USE OF THE SITE IS AT YOUR OWN DISCRETION AND RISK, AND YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICE OR LOSS OF DATA THAT MAY RESULT.
7.2 TO THE FULLEST EXTENT PERMITTED BY LAW, AND REGARDLESS OF THE CAUSE OF ACTION, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING OUT OF OR RELATING TO THESE TERMS WILL ALWAYS BE LIMITED TO THE TOTAL AMOUNT YOU PAID TO US UNDER THE ORDER THAT GAVE RISE TO THE LIABILITY. MULTIPLE CLAIMS WILL NOT INCREASE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY ARISING OUT OF OR RELATING TO THESE TERMS.
7.3 THE LIMITATIONS IN THIS SECTION APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. HOWEVER, MANUEVO DOES NOT EXCLUDE ANY LIABILITY THAT CANNOT BE LEGALLY EXCLUDED.
8. Term and Termination
8.1 Term. These Terms will remain in effect while you use the Site, subject to this Section. We reserve the right to suspend or terminate your access to the Site (including your Account) at any time, at our sole discretion, for any reason, including any violation of these Terms. Upon termination, your Account and your right to access and use the Site will be revoked immediately. You acknowledge that termination of your Account may result in the deletion of your User Content from our live databases. Manuevo will not be liable for any termination of your rights or the deletion of your User Content. Even after termination, Sections 2 through 9 of these Terms will remain in effect.
8.2 Changes. These Terms may be revised periodically. If we make significant changes, we may notify you by sending an email to the most recent email address you provided or by prominently posting a notice on the Site. It is your responsibility to keep your contact information up to date. If your provided email is invalid or undeliverable, the email will still serve as effective notice of the changes. These changes will apply immediately to new users, and your continued use of the Site after such notice will indicate your acceptance of the updated Terms. If you are not a new user and do not use the Site for 30 calendar days following notification (via email or posted notice), the expiration of the 30 days will indicate your acknowledgment of the changes.
8.3 Disclosures. We are located at the addresses listed in these Terms.
8.4 Electronic Communications. Communications between you and Manuevo will occur electronically, whether via the Site or email. You (a) consent to receive communications from us electronically, and (b) agree that all terms, agreements, notices, disclosures, and other communications provided electronically satisfy any legal requirements for written communication. This does not affect your non-waivable rights.
8.5 Entire Agreement. These Terms, along with the Terms and Conditions of Sale (if you place an order) and the Privacy Policy, represent the entire agreement between you and us regarding the use of the Site and any orders placed through it.
8.6 Waiver. Any waiver of rights or remedies by us under these Terms will only be effective if in writing and signed by an authorized representative. Our failure to exercise or enforce any right or provision of these Terms will not constitute a waiver of that right or provision, nor prevent future enforcement of it. No single or partial exercise of any right will limit further exercise of the same or any other rights.
8.7 Headings and Interpretation. Section headings are for convenience only and have no legal effect. The term “including” means “including without limitation.”
8.8 Consumer Use. If you use the Site as a consumer, contrary to the intended professional use outlined in these Terms, some terms may not apply to you. In such cases, your rights under applicable consumer law are not limited by these Terms, except where permitted by law. As orders are custom-made, there is no right of withdrawal or cancellation.
8.9 Severability. If any provision of these Terms is found to be invalid or unenforceable, the remaining provisions will remain unaffected. The invalid or unenforceable provision will be modified to reflect the original intent as closely as possible and will be enforceable to the maximum extent allowed by law.
8.10 Assignment. You may not assign, subcontract, delegate, or transfer these Terms or your rights and obligations under them without our prior written consent. Any attempt to do so without consent is null and void. Manuevo may freely assign these Terms. The provisions of these Terms will be binding on any permitted assignees.
8.11 Non-exclusivity. This agreement is non-exclusive, meaning both parties can enter into similar agreements with third parties. You acknowledge that nothing (including your use of the Site or Manuevo’s review of your files or quotes) prevents us from manufacturing other parts or working with other companies, even if those parts or companies are similar to or compete with your files, parts, orders, or the services we provide to you.
8.12 Governing Law and Jurisdiction. If you access the Site in the U.S., the laws of the State of Delaware will govern any disputes related to these Terms. If you access the Site outside the U.S., the laws of the Netherlands will apply. The UN Convention on Contracts for the International Sale of Goods does not apply. Unless otherwise required by law, any legal disputes arising from or related to these Terms or the use of the Site must be brought in the state or federal courts located in New Castle County, Delaware (for U.S. users) or in ‘s Hertogenbosch, Netherlands (for non-U.S. users). You and Manuevo agree to submit to the exclusive jurisdiction of these courts and waive any objections regarding jurisdiction, venue, or inconvenient forum.
8.13 Copyright and Trademark Information. Copyright © Manuevo. All rights reserved. All trademarks, logos, and service marks (“Marks”) displayed on the Site are the property of Manuevo or third parties. You are not permitted to use these Marks without prior written consent from Manuevo or the applicable third party.
8.14 Contact Information. For written communications or notices required by these Terms, please contact us at:
Manuevo BV
Kanaaldijk-Zuid 3A
5613 LE Eindhoven
The Netherlands
info@manuevo.com
Or
Manuevo
228 East 45th Street, Suite 9E
New York, NY 10017
info@manuevo.com