Terms of Use

TERM OF USE

MSX International, together with its wholly owned subsidiaries (collectively “MSX”, “we”, “us”, or “our”), has created, owns and operates the “Gateway Platform”. These terms of use (“Terms of Use”) are between MSX and you, either individually or on behalf of your employer or any other entity which you represent (“you” or “your”), and govern your access to and use of Gateway Platform, services, software, and applications provided online and/or made available offline via personal computer or mobile device however related and/or connected to Gateway Platform (collectively, “Service”). By using Gateway Platform and/or the Service, you agree to be bound by these Terms of Use, unless you or your organization have entered into a separate written agreement (an “Agreement”) with us, in which case those terms and conditions shall supersede these Terms of Use. These Terms of Use incorporate by reference MSX’s Privacy Policy.

The Gateway Platform uses some Cookies classified as necessary for essential utility. To access the terms of consent and for more information about cookies, click here: Cookie Policy

MSX may modify these Terms of Use at any time, and such modification shall be effective on the date stated in the amended Terms of Use. Your continued use of the Service following any amendment to these Terms of Use will signify your assent to and acceptance of the revised terms.

Also, in order to better serve the users, these Terms of Use are subject to continuous improvement, which is why their content may be changed at any time, unless prohibited by law. Thus, we recommend that you access these Terms of Use periodically and make sure that you check the most updated version, as indicated at the end of the document. If you do not agree to any of these terms or any future amendments, do not use or access (or continue to access) the Service.

1. DESCRIPTION OF SERVICE

Through the Gateway Platform, you will have access to information relating to your work-related performance & information, including reporting dashboards, notifications, communications, training documents and videos (collectively, “Information”). Unless explicitly stated otherwise, any new features that augment or enhance the Service shall be subject to these Terms of Use. The Service may not be used for any purpose not expressly permitted by these Terms of Use. You may not reproduce, copy, duplicate, sell or resell any part of the Service, except to the limited extent expressly permitted by these Terms of Use.

2. USAGE AND ACCESS RIGHTS

The Gateway Platform is available, subject registration, through the link: Portal Home

The Service is made available to you for an indefinite period of time, unless otherwise provided by MSX. MSX may, at any time, discontinue the Service without prior notice and without any indemnity due to the you.

In consideration of your use of the Service, you represent that you are not a person barred from using the Service under the laws of any applicable jurisdiction. You also agree to: (a) provide accurate, current and complete information about you as may be prompted by any registration forms on the Service (“Registration Data”); (b) maintain the security of your password and identification; (c) maintain and promptly update the Registration Data, and any other information you provide to MSX, to keep it accurate, current and complete; and (d) be responsible for all use of your account and for any actions that take place using your account. If you provide any information that is untrue, inaccurate, not current or incomplete, or MSX has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, MSX has the right to suspend or terminate your account and refuse any and all current or future use of the Service.

You are responsible for all activity occurring on your Gateway Platform account and shall abide by all applicable local, provincial, federal and international laws, treaties and regulations in connection with your use of the Service, including without limitation, those related to data privacy. You may never use another user’s account without permission. You must notify MSX immediately of any breach of security or unauthorized use of your account. MSX will not be liable for your losses caused by any unauthorized use of your account, but you shall be liable for the losses of MSX or others due to such unauthorized use. All usernames and passwords remain the property of MSX and may be cancelled, changed or suspended at any time by MSX without notice. MSX is not under any obligation to verify the actual identity or authority of the user of any username or password.

You declare to be aware of your sole and exclusive liability for all the information provided for registration on the Service, including before third parties, for any damages or losses arising from incorrect, incomplete or untrue information entered or indicated in this environment.

By providing MSX your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. We may also use your email address to send you other messages, including changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out by changing the preferences in your account settings. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

3. OWNERSHIP OF CONTENT AND LIMITED LICENSE

The following definitions apply to material on the Service:

(a) “Content” means the Information as well as any and all content appearing anywhere on the Service at any time.

(b) “User Content” means any and all Content that you (or any other person authorized by you) upload, publish, offer, display (collectively, “post”) transmit, sell, share, and/or otherwise make available on and/or through the Service.

(c) “Third Party Content” means any and all Content that a Third Party posts, transmits, sells, shares, and/or otherwise makes available on and/or through the Service.

(d) “Gateway Platform Content” means any and all Content that is neither User Content nor Third Party Content.

The Service and the Gateway Platform Content are the property of MSX, its users or its licensors, with all rights reserved. Neither the Service nor any Gateway Platform Content may be modified, copied, distributed, framed, reproduced, republished, downloaded, displayed, posted, transmitted, or sold in any form or by any means, in whole or in part, without MSX’s prior written permission. MSX grants you a limited license to access and use any portion of the Gateway Platform Content to which you have properly gained access, solely for your personal use, and provided that you keep all copyright or other proprietary notices intact. Such license is limited and subject to these Terms of Use and does not include use of any data mining, robots or similar data gathering or extraction methods.

Your rights to use Third Party Content are governed by the applicable Third Party license terms that are established by those Third Parties from time to time.

Any use of the Service or the Gateway Platform Content other than as specifically authorized herein, without the prior written permission of MSX or the applicable Third Party, as the case may be, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws including without limitation copyright and trademark laws. Unless explicitly stated herein, nothing in these Terms of Use shall be construed as conferring any license to intellectual property rights, whether by estoppel, implication or otherwise. This license is revocable at any time without notice and with or without cause.

4. TRADEMARKS AND INTELLECTUAL PROPERTY

“MSX,” “MSX International,” and other MSX’s trademarks and materials, such as software, application programming interface, design, text, editorial materials, informational text, photographs, illustrations, audio clips, video clips, artwork and other graphic materials, and names, logos, trademarks and services marks, any and all related or underlying technology and any modifications, enhancements or derivative works of the foregoing (including any of the foregoing applicable or referrable to Gateway Platform and/or the Service) are the property of MSX and its licensors, and may be protected by applicable copyright or other intellectual property laws and treaties (collectively, “MSX Materials”).

Such MSX Materials may not be used, including as part of trademarks and/or as part of domain names, in connection with any product or service in any manner that is likely to cause confusion and may not be copied, imitated, or used, in whole or in part, without the prior written permission of the respective owner.

5. USER CONTENT

You are solely responsible for all User Content. You understand and agree that MSX may, but is not obligated to, review, delete, and/or remove User Content (without notice) in its sole discretion, for any reason or no reason, including without limitation User Content that, in each case in the sole judgment of MSX, violates these Terms of Use, might be offensive, illegal, or might violate the rights, harm, or threaten the safety of users or others.

You agree you will not:

(a) post, transmit, sell, share or otherwise make available any User Content that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;

(b) post, transmit, sell, share or otherwise make available any User Content that you did not create or that you do not have permission to post, transmit, sell, or share;

(c) post, transmit, sell, share or otherwise make available any User Content (i) that violates any federal, provincial, foreign or local law or regulation, (ii) for which you do not have full power and authority to distribute, including all necessary licenses and authorizations, or (iii) that MSX determines, in its sole discretion, is inappropriate for distribution through the Service;

(d) post, transmit, sell, share or otherwise make available any User Content that infringes any patent, trademark, trade secret, copyright, rights of privacy or publicity, or other proprietary rights of any party; and forge headers or otherwise manipulate identifiers in order to disguise the origin of any User Content.

You are solely responsible, at your own cost and expense, for creating backup copies and replacing any User Content you post or store on the Service or provide to MSX. When you post User Content to the Service, you authorize and direct us to make such copies thereof as we deem necessary in order to facilitate the posting and storage of the User Content on the Service.

6. USE OF SERVICE

By accessing the Service, you declare your awareness and acceptance of these Terms of Use, as well as to:

(a) be civilly capable under your jurisdiction, or however to be duly authorized to accept these Terms of Use and to register on the Gateway Platform;

(b) be aware that you may not insert any content that is illegal, protected by copyright, abusive, harassing or capable of violating the rights of third parties on the Gateway Platform;

(d) be aware that you should not share and/or allow third party access to the Gateway Platform, using your login and password

(e) provide and maintain updated, accurate and complete registration information about you and your organization.

You further agree that by utilizing and/or accessing the Service you will not:

(a) post, transmit, sell, share or otherwise make available unsolicited commercial email or “spam.” This includes, without limitation, unethical marketing, advertising, or any other practice that is in any way connected with “spam”, such as (i) sending mass email to recipients who have not requested email from you or with a fake return address, (ii) promoting a site with inappropriate links, titles, descriptions, or (iii) promoting your site by posting multiple submissions in public forums that are identical;

(b) use or launch any automated system, including without limitation, "robots," "spiders," "offline readers," etc., that accesses the Service in a manner that sends more request messages to the Service servers than a human can reasonably produce in the same period of time by using a conventional online web browser;

(c) post, transmit, sell, share or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;

(d) interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service;

(e) harm, stalk, harass or otherwise violate the rights of others in any way in your use of the Service;

(f) impersonate any person or entity, including, but not limited to, a MSX official, forum leader, guide or host, or falsely state or otherwise misrepresent your affiliation with a person or entity;

(g) intentionally or unintentionally violate any applicable local, state, national or international law;

(h) promote or provide instructional information about illegal activities, promote physical harm or injury against any group or individual, or promote any act of cruelty to animals;

(i) exceed the scope of any MSX service or product for which you have registered; by, for example, accessing and using the tools that you do not have a right to use, or deleting, adding to, or otherwise changing the comments or content of other persons; and

(j) collect or harvest any personally identifiable information, including account names, from the Service.

You acknowledge that MSX does not pre-screen User Content or Third Party Content. You agree that you must evaluate, and bear all risks associated with, the use of any Third Party Content or Gateway Platform Content, including any reliance on the accuracy, completeness, or usefulness of such Content.

7. INTELLECTUAL PROPERTY POLICY

MSX respects the intellectual property and other rights of others, and we ask you to do the same. You are prohibited from uploading, posting or otherwise transmitting on or through the Service any Content that violates another party’s intellectual property and other rights. MSX is not responsible for the conduct of its users and has no responsibility or liability for User Content or for the loss or corruption thereof.

It is MSX’s policy, in appropriate circumstances and at its discretion, to disable and/or terminate the accounts of users who may infringe or repeatedly infringe the copyrights or other intellectual property rights of MSX and/or others.

8. FEES

MSX may from time to time charge fees for the use of the Service. Our fees, if any, are available on the Service. Unless otherwise stated, our fees are quoted in US dollars. You and/or your organization are responsible for paying all fees associated with the use of the Service through your account, and for all applicable taxes.

In addition, Third Parties may charge fees for Third Party Content that they provide through the Service. The fees and prices charged by Third Parties are available in their listing in our marketplace. Certain taxes and government charges may be payable in relation to purchases you make from Third Parties through the Service. MSX is not responsible for any transaction between you and any Third Parties, and as a result we have no control over the quality, safety or legality of the items or services advertised, the truth or accuracy of any descriptions, or the ability of sellers to sell or buyers to pay. We accept no responsibility for such taxes and government charges.

9. INTERNATIONAL USE

Recognizing the global nature of the internet, you agree to comply with all local rules regarding online conduct and acceptable content. Specifically, you agree to comply with all applicable laws regarding the transmission of technical data in the country, jurisdiction, state and locality in which you reside. MSX makes no representations that the Service is appropriate or available for use in your location. Access to the Service from your jurisdiction is at your own risk, and you are responsible for compliance with local law.

10. LINKS

We may provide, or third parties may provide, links to other world wide web sites or resources. Because MSX has no control over such sites and resources, you acknowledge and agree that MSX is not responsible for the availability of such external sites or resources, and does not endorse and is not responsible or liable for any content, advertising, products, or other materials on or available from such sites or resources. You further acknowledge and agree that MSX shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods or services available on or through any such site or resource.

11. INDEMNITY AND RELEASE

You agree to defend, indemnify and hold harmless MSX and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Service; (ii) your violation of any term of these Terms of Use, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content; (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code; and (vii) any dispute you have with one or more of our users or any Third Party providing goods and services through the Service.

12. DISCLAIMERS

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

A. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK.THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MSX, AND ITS OFFICERS, DIRECTORS, EMPLOYEES, AFFILIATES AND AGENTS EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, PERFORMANCE AND NON-INFRINGEMENT, OR OF AVAILABILITY OR RESULTS. MSX DOES NOT WARRANT THAT (I) THE SERVICE WILL MEET YOUR SPECIFIC REQUIREMENTS, (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (III) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE ACCURATE OR RELIABLE, (IV) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH MSX OR THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED. MSX IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR ANY USER CONTENT OR THIRD PARTY CONTENT. ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR AND HEREBY WAIVE ANY AND ALL CLAIMS, CAUSES OF ACTION, AND DAMAGES THAT ARISE FROM OR RELATE TO SUCH MATERIAL. MSX ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, USER COMMUNICATIONS. MSX IS NOT RESPONSIBLE FOR ANY TECHNICAL MALFUNCTION OR OTHER PROBLEMS OF ANY TELEPHONE NETWORK OR SERVICE, COMPUTER SYSTEMS, SERVERS OR PROVIDERS, COMPUTER OR MOBILE PHONE EQUIPMENT, SOFTWARE, FAILURE OF EMAIL OR PLAYERS ON ACCOUNT OF TECHNICAL PROBLEMS OR TRAFFIC CONGESTION ON THE INTERNET OR AT ANY SITE OR COMBINATION THEREOF, INCLUDING INJURY OR DAMAGE TO A USER'S OR TO ANY OTHER PERSON'S COMPUTER, MOBILE PHONE, OR OTHER HARDWARE OR SOFTWARE, RELATED TO OR RESULTING FROM USING OR DOWNLOADING MATERIALS IN CONNECTION WITH THE WEB AND/OR IN CONNECTION WITH THE SERVICE.

B. UNDER NO CIRCUMSTANCES WILL MSX BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING ANY LOSS OR DAMAGE TO ANY USER CONTENT OR PERSONAL INJURY OR DEATH, RESULTING FROM ANYONE'S USE OF THE SERVICE, ANY USER CONTENT POSTED ON OR THROUGH THE SERVICE, OR ANY INTERACTIONS BETWEEN USERS OF THE SERVICE, WHETHER ONLINE OR OFFLINE.

C. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DONE AT YOUR OWN DISCRETION AND RISK AND, YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGETO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

D. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED THROUGH OR FROM MSX SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THESE TERMS OF USE.

E. MSX RESERVES THE RIGHT TO CHANGE ANY AND ALL GATEWAY PLATFORM CONTENT, SOFTWARE AND OTHER ITEMS USED OR CONTAINED IN OR ON THE SERVICE AND ANY SERVICES OFFERED THROUGH THE SERVICE AT ANY TIME WITHOUT NOTICE.

F. REFERENCE TO ANY PRODUCTS, SERVICES, PROCESSES OR OTHER INFORMATION, BY TRADE NAME, TRADEMARK, MANUFACTURER, SUPPLIER OR OTHERWISE DOES NOT CONSTITUTE OR IMPLY ENDORSEMENT, SPONSORSHIP OR RECOMMENDATION THEREOF, OR ANY AFFILIATION THEREWITH, BY MSX.

THE SERVICE MAY INCLUDE THIRD PARTY CODES AND LIBRARIES THAT ARE SUBJECT TO THIRD PARTY OPEN SOURCE LICENSE TERMS (THE “OPEN SOURCE CODE” AND THE “OPEN SOURCE TERMS”, RESPECTIVELY). SOME OF SUCH OPEN SOURCE TERMS DETERMINE THAT TO THE EXTENT APPLICABLE TO THE RESPECTIVE OPEN SOURCE CODE LICENSED THEREUNDER, SUCH TERMS PREVAIL OVER ANY CONFLICTING LICENSE TERMS, INCLUDING THESE TERMS OF USE. WE USE OUR BEST ENDEAVOURS TO IDENTIFY SUCH OPEN SOURCE CODE WITHIN THE SERVICE (IF ANY), HENCE WE ENCOURAGE YOU TO FAMILIARIZE ITSELF WITH SUCH OPEN SOURCE TERMS. NOTE THAT WE USE BEST EFFORTS TO USE ONLY OPEN SOURCE CODES THAT DOES NOT IMPOSE ANY OBLIGATION OR AFFECT YOUR DATA OR RELATED INTELLECTUAL PROPERTY (BEYOND WHAT IS STATED IN THE OPEN SOURCE TERMS AND HEREIN), ON AN ORDINARY USE OF THE SERVICE THAT DOES NOT INVOLVE ANY MODIFICATION, DISTRIBUTION OR INDEPENDENT USE OF SUCH OPEN SOURCE CODE. NOTWITHSTANDING ANYTHING TO THE CONTRARY, WE MAKE NO WARRANTY OR INDEMNITY HEREUNDER WITH RESPECT TO ANY OPEN SOURCE CODES.

13. LIMITATION OF LIABILITY

IN NO EVENT SHALL MSX, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF GATEWAY PLATFORM AND CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE, (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE SERVICE BY ANY THIRD PARTY; AND/OR (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MSX IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MSX’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE LESSER OF THE: (i) AMOUNT PAID, IF ANY, BY YOU TO MSX FOR THE SERVICE DURING THE TWELVE MONTHS PRIOR TO THE DATE THE CLAIM(S) AROSE; OR (ii) THE SUM OF ONE THOUSAND DOLLARS ($1,000). THE EXISTENCE OF MORE THAN ONE CLAIM SHALL NOT EXPAND SUCH LIMIT. YOU ACKNOWLEDGE THAT IF NO FEES ARE PAID TO MSX FOR THE SERVICE, YOU SHALL BE LIMITED TO INJUNCTIVE RELIEF ONLY, UNLESS OTHERWISE PERMITTED BY LAW, AND SHALL NOT BE ENTITLED TO DAMAGES OF ANY KIND FROM THE MSX PARTIES, REGARDLESS OF THE CAUSE OF ACTION. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.YOU SPECIFICALLY ACKNOWLEDGE THAT MSX SHALL NOT BE LIABLE FOR CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY AND THAT THE RISK OF HARM OR DAMAGE FROM THE FOREGOING RESTS ENTIRELY WITH YOU.

14. NOTICE

You acknowledge that MSX may establish general practices and additional limits concerning use of the Service. Notices to you may be made via email or via any other appropriate means. MSX may also provide notices of changes to the Terms of Use or other matters by displaying notices or links to notices to you generally on the Service. You agree that all communications we provide to you electronically satisfy any legal requirement that such communications be in writing or be delivered in a particular manner and you agree to keep your account contact information current.

15. GENERAL

Independent Contractors. You and MSX are independent contractors, and no agency, partnership, joint venture, employee-employer or franchisor-franchisee relationship is intended or created by these Terms of Use.

Entire Agreement. The Terms of Use, the information provided to you and by you during the sign-up process and during the upgrade/downgrade of your account, and any other documents that are incorporated into these Terms of Use by reference, constitute the entire agreement between you and MSX and govern your use of the Service, superseding any prior agreements between you and MSX (including, but not limited to, any prior versions of these Terms of Use). You also may be subject to additional terms and conditions that may apply when you use other MSX services, Third Party Content, third-party software or third-party services offered through the Service. In the event of any conflict between the terms of these Terms of Use and an Agreement, the terms of the Agreement will prevail.

Applicable Law and Jurisdiction. These Terms of Use shall be governed by, and construed and enforced in accordance with, the laws of the State of Michigan and the federal laws of the United States of America.

You further agree that any suit, action or proceeding arising out of, or with respect to, these Terms of Use or any judgment entered by any court in respect thereof shall be brought exclusively in the Federal or State Courts located in the Michigan, and you therefore hereby irrevocably accept the exclusive personal jurisdiction and venue of those courts for the purpose of any suit, action or proceeding.

Waiver and Severability of Terms. The failure of MSX to exercise or enforce any right or provision of the Terms of Use shall not constitute a waiver of such right or provision. If any provision of the Terms of Use or incorporated documents is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavour to give effect to the parties' intentions as reflected in the provision, and the other provisions of the Terms of Use remain in full force and effect.

Statute of Limitations. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Service or the Terms of Use must be filed within one (1) year after such claim or cause of action arose or be forever barred.

Titles. The section titles in the Terms of Use are for convenience only and have no legal or contractual effect.

Force Majeure. MSX shall not be responsible to you as a result of any delay or default in carrying out its obligations hereunder which is due in whole or in part to an event beyond of the control of MSX.

Assignability. You may not assign your rights or obligations under these terms without MSX’s prior written consent. If consent is given, these Terms of Use will bind your successors and assigns. Any attempt by you to transfer your rights, duties, or obligations under these Terms of Use except as expressly provided in these Terms of Use is void. MSX may freely assign its rights, duties, and obligations under these Terms of Use.

Language. MSX may provide translations of these terms or other terms or policies. Translations are provided for informational purposes. If there is an inconsistency or conflict between a translation and the English version, the English version will control.

16 CONFIDENTIALITY

16.1. Confidential Information.

In connection with these Terms of Use and the Service (including the evaluation thereof), each party (“Disclosing Party”) may disclose to the other party (“Receiving Party”), non-public business, product, technology and marketing information, including without limitation, customers lists and information, know-how, software and any other non-public information that is either identified as such or should reasonably be understood to be confidential given the nature of the information and the circumstances of disclosure (the “Confidential Information”). For the avoidance of doubt the Service, inclusive of its underlying technology, and its respective performance information, as well as any data, reports and materials MSX provided to you in connection with your evaluation or use of the Service, are regarded as our Confidential Information. Confidential Information does not include information that (a) is or becomes generally available to the public without breach of any obligation owed to the Disclosing Party; (b) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party; (c) is received from a third party without breach of any obligation owed to the Disclosing Party; or (d) was independently developed by the Receiving Party without any use or reference to the Confidential Information.

16.2. Confidentiality undertakings by the Receiving Party.

The Receiving Party will (i) take at least reasonable measures to prevent the unauthorized disclosure or use of Confidential Information, and limit access to those employees, affiliates, service providers and agents, on a need to know basis and who are bound by confidentiality obligations at least as restrictive as those contained herein; and (ii) not use or disclose any Confidential Information to any third party, except as part of its performance under these Terms and as required to be disclosed to legal or financial advisors to the Receiving Party or in connection with a due diligence process that the Receiving Party is undergoing, provided that any such disclosure shall be governed by confidentiality obligations at least as restrictive as those contained herein.

16.3. Compelled disclosure.

Notwithstanding the above, Confidential Information may be disclosed pursuant to the order or requirement of a court, administrative agency or other governmental body; provided, however, that to the extent legally permissible, the Receiving Party shall make best efforts to provide prompt written notice of such court order or requirement to the Disclosing Party to enable the Disclosing Party to seek a protective order or otherwise prevent or restrict such disclosure.

17. VIOLATIONS

Please report any violations of the Terms of Use to: Privacy@msxi.com