1. Acknowledgement and Acceptance
This M-Files Community Terms of Service, Privacy Notice for M-Files Community User register ("Privacy Notice") and M-Files Community Code of Conduct (all collectively the “Terms”), outline the terms regarding your use of M-Files Community. These Terms are a legally binding contract between you and M-Files so please read carefully. If you do not agree with these Terms, do not register or use the Service or any part of the Service.
By using, accessing or browsing the M-Files Community, platform and products including applications, mobile, software, websites or other properties owned or operated by M-Files ("M-Files" or "we") and by registering for a M-Files Community account (together the “Service”) you are hereby confirming that you have read and understood and agree to be fully bound by these Terms for the Service.
If you are using the Service on behalf of an organization, you are agreeing to these Terms for that organization and representing and warranting to M-Files that you have the full legal authority to bind that organization to these Terms (in which event, "you" and "your" will refer to that organization).
By accepting the Terms, you certify that you are of the legal age of majority in the jurisdiction in which you reside, and you represent and warrant that you are legally permitted to accept the Terms and use the Service.
M-Files may modify the Terms at any time without prior notice. If the Terms are changed in a material, adverse way, M-Files will provide a separate notice advising of such change. You are responsible for regularly reviewing the Terms and familiarize yourself with the Terms and any other applicable terms and notices which may be incorporated by reference or are presented otherwise as part of or in connection with the Service and abide by them in connection with your use of the Service. If you do not accept the changes and notices, you must stop using the Service and cancel your account by emailing M-Files. Your continued use of the Service shall constitute your consent to any changes and notices.
2. Use of the Service by Unregistered Users
Parts of the Service are available to all users without registration and provided for informational purposes. Unless you register as a user of the Service and obtain a user account, your use of the Service is more limited than for registered users and you are not able to use all features of the Services.
3. Registration and Termination
Certain aspects of the Service require you to obtain an account by completing a registration form and designating a user ID. You agree to provide truthful and complete information when registering for the Service and to keep that information updated. Providing misleading or false information about your identity is forbidden. Anyone completing the registration must be legally competent.
When you register, you will create an account with a user ID. You, and your parent or legal guardian if you are a minor, are personally responsible for any use of the Service with your user ID. You agree to take due care in protecting your user ID against unauthorized use or misuse by others and promptly notify M-Files about any unauthorized use or misuse.
5. Dealing with Others
You may interact with other users on or through the Service. Other users may also add their opinions and unfavorable comments and material to the Service in connection with your submissions. You agree and understand that M-Files may not be involved in such interactions and it might be solely between you and the other user(s). Further information and instructions in the M-Files Community Code of Conduct and guidelines regarding Abuse and Moderation. Please review and modify also your settings in your account to control such interaction between you and the other user(s).
6. Consent to Electronic Communications and Solicitations
You understand and consent to M-Files sending you (including via email) information regarding the Service, such as: (a) notices about your use of the Service, including notices of violations of use; (b) updates and new features to the Service or other M-Files products and services; and (c) administrative messages and other information. The Service may also include advertising, marketing, and other materials regarding M-Files' products and services. Please review your settings in your account to control the messages you receive from M-Files. You may also choose to opt-out of receiving advertising and marketing materials by unsubscribing from such communications, if you have earlier given your consent to such.
Notices emailed to you will be considered given and received when the email is sent. If you do not consent to receive notices regardless of delivery method, you must stop using the Service.
7. Content and Licenses
The Service allows registered users to submit and post comments, opinions, information, descriptions, code, graphics, sound, video and other type of content, material and upload links (“Content”). You are solely responsible for any submission of such Content and you agree to acquire any consents, permissions or licenses needed for such Content. If your Content contains or requires content of any third party, you shall be responsible for acquiring the necessary consents from such third party and/or parties prior to making the Content available.
Upon submission of any Content to the Service, you will grant M-Files perpetual, worldwide, royalty-free, non-exclusive, assignable and sublicensable license to use, reproduce and have reproduced, modify and have modified, publicly perform and display such Content and distribute reproduced and modified copies thereof to the extent required for the Service.
When other users of the Service access or use your Content, you also grant to such users a perpetual, worldwide, royalty-free and non-exclusive license to use, reproduce and have reproduced, modify and have modified, publicly perform and display such Content and distribute reproduced and modified copies of such Content.
By submitting Content to the Service you represent and warrant that:
(a) You own or have obtained relevant consents and permissions to the Content submitted by you to the Service or otherwise have the right to grant the rights and licenses set forth in this section.
(b) Content submitted by you does not contain content that is unlawful, defamatory, offensive, abusive, libelous, threatening, pornographic, harassing, racially or ethnically offensive or otherwise unfit for publication or that encourages to any illegal activity, criminal offense or civil liability;
(c) Content submitted by you does not contain a virus, Trojan horse, "sniffer" routines, back-doors, “robots”, “spiders”, worms, time bombs, bots, or any other harmful code, file, program or programming routine, or other contaminating or destructive features;
(d) You will not submit any promotions, political campaigning, advertisements or solicitations of your business;
(e) Content submitted by you does not infringe or misappropriate any patent, copyright, trademark, trade secret or any other intellectual or proprietary rights of others;
(f) You will not submit any unauthorized or unsolicited bulk e-mail solicitations, chain letters, advertisements, marketing or promotional materials, "junk mail", "spam", pyramid schemes or any other solicitations or communications, including without limitation spamming us or other users of the Service, or use or collect other users’ user information or postings, or use the Service to perform any data collection, extraction or mining or gain or attempt to gain unauthorized access to our or any Service's user’s computer system or account;
(g) You follow all applicable laws and regulations applicable to your Content and use of the Service; and
(h) You and your Content will not violate privacy or other rights of any third party.
M-Files further requires you to use good judgment and exercise discretion in choosing appropriate subjects and subject matter for any submissions to the Service.
Any Content which does not comply with the foregoing is strictly prohibited.
M-Files may monitor the Service and Content and remove, at any time, any Content that in the sole judgement of M-Files violates the Terms or which may be offensive, illegal or violate the rights of, or harm or threaten the safety or privacy of, any person. However, M-Files assumes no obligation or responsibility for monitoring the Service for inappropriate Content or conduct. If at any time M-Files chooses, at its sole discretion, to monitor the Service, M-Files nonetheless assumes no responsibility for the Content, no obligation to modify or remove any inappropriate Content, and no responsibility for the conduct of the user submitting any such Content. Other users of the Service may report Content considered inappropriate, unlawful, defamatory, offensive, abusive or otherwise unfit for publication by using the "report as abusive" function or by emailing firstname.lastname@example.org.
By submitting any ideas, suggestions, comment, or other feedback and/or proposals ("Feedback") through the Service or other means, you acknowledge and agree that: (1) M-Files and other users may have similar development ideas; (2) your Feedback does not contain confidential or proprietary information of you or any third party; (3) M-Files and other users are not under any obligation of confidentiality with respect to the Feedback; (4) M-Files and other users may freely use, exploit and further develop and modify such Feedback for any purpose; and (5) you are not entitled to require any compensation of any kind from M-Files and other users of the Service.
8. Availability of the Service
M-Files reserves the right, in its sole discretion, to change, amend, update, improve and correct the Service or any part or features of it. The Service may not be available during maintenance breaks and such other times. M-Files may also decide to discontinue the Service or any part thereof in its sole discretion.
9. Disclaimer of Warranties
THE SERVICE IS PROVIDED ON "AS IS" AND "AS AVAILABLE" BASIS. M-FILES DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. NO WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, IS MADE IN RELATION TO THE AVAILABILITY, ACCURACY, RELIABILITY OR CONTENT OF THE SERVICE. YOU EXPRESSLY AGREE AND ACKNOWLEDGE THAT THE USE OF THE SERVICE IS AT YOUR SOLE RISK AND THAT YOU MAY BE EXPOSED TO CONTENT FROM VARIOUS SOURCES.
10. Limitations of Liability
EXCEPT FOR LIABILITY FOR DEATH OR PERSONAL INJURY CAUSED BY GROSS NEGLIGENCE OR INTENTIONAL MISCONDUCT, M-FILES SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL OR OTHER DAMAGES, LOSS OF PROFITS, BUSINESS REVENUE, GOODWILL, ANTICIPATED SAVINGS, OR DATA, CAUSED BY THE USE OF OR INABILITY TO USE THE SERVICE EVEN IF THE POSSIBILITY OF SUCH DAMAGES HAS BEEN ADVISED. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS OF LIABILITY, SO THE EXCLUSIONS OR LIMITATIONS IN THE TERMS MAY NOT APPLY TO YOU. THE LIABILITY IS IN SUCH CASE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE TO DEFEND AND INDEMNIFY M-FILES, ITS AFFILIATES, SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS, ASSIGNS, AND AGENTS FROM AND AGAINST ANY CLAIMS AND ALL LIABILITIES, ASSESSMENTS, LOSSES, COSTS OR DAMAGES RESULTING FROM OR ARISING OUT OF (I) YOUR BREACH OF THE TERMS, (II) YOUR VIOLATION OF ANY APPLICABLE LAW, (III) YOUR INFRINGEMENT OR VIOLATION OF ANY INTELLECTUAL PROPERTY, OTHER RIGHTS OR PRIVACY OF A THIRD PARTY, AND (IV) MISUSE OF THE SERVICE BY A THIRD PARTY WHERE SUCH MISUSE WAS MADE POSSIBLE BY YOUR FAILURE TO TAKE REASONABLE MEASURES TO PROTECT YOUR USER ID. M-FILES WILL REASONABLY NOTIFY YOU OF ANY SUCH CLAIM OR DEMAND THAT IS SUBJECT TO YOUR INDEMNIFICATION OBLIGATION OF WHICH IT BECOMES AWARE.
12. Suspension and Termination
M-Files reserves the right to suspend and/or terminate your registration to the Service at any time in its sole discretion and to remove and discard any Content, as applicable, within the Service, for any reason, including without limitation, if M-Files believes that you have acted inconsistently with the Terms. M-Files may also restrict your access to the Service or certain parts of it. M-Files may provide you a notice of such actions as well as an opportunity to correct any actions that led to restriction, suspension and/or termination, but M-Files in under no obligation to do so.
You agree that M-Files shall not be liable to you nor any third-party for any suspension or termination of your registration to the Service and that the Limitations of liability shall apply. You agree not to attempt to register to the Service after said termination.
You may, at any time, terminate your registration to the Service. If you choose to terminate your registration your use of the Service will be limited.
13. Third Party Content and Links
M-Files may include links to sites and services that enable you to interact with sites and services that are owned or operated by third parties and that are not part of the Service. You must review and agree to the terms and conditions of such sites or services before using such sites or services.
You agree that M-Files has no control over the third party content, sites or services and assumes no responsibility for services provided or content or material created or published by such sites or services. A link to a third-party site does not imply that M-Files endorses the site or the products or services referenced in the site.
In addition, you and other users may create content and links to content within the Service that has not otherwise been submitted to the Service. You agree and understand that M-Files is not responsible for any such content or links.
M-Files is a registered trademark of M-Files Corporation. Other product, service and company names mentioned herein or in connection with the Service may be trademarks or trade names of their respective owners. Your use of the Service or access to it shall not be construed as granting any license or right to use any such names or marks without a prior written consent of M-Files or the relevant third party owner thereof.
15. General Legal Terms
15.1. Governing Law; Dispute Resolution
You must comply with all domestic and international laws and regulations, including without limitations export laws and regulations, that apply to your use of the Service.
If you reside in the United States, you agree that the Terms, and your relationship with M-Files will be governed by the laws of the State of New York, excluding its choice of law provisions and the applicability of the United Nations Convention on Contracts for the International Sale of Goods. Any legal action or proceeding with respect to this Agreement shall be brought in the state or federal courts in New York, New York. Each of the parties hereto accepts for itself and in respect of its property, generally and unconditionally, the exclusive jurisdiction of the aforesaid courts. Each party knowingly, voluntarily, and intentionally waives (to the extent permitted by applicable law) any right the party may have to a trial by jury of any dispute arising under or relating to the Terms. However, you agree that M-Files can apply for injunctive remedies in any jurisdiction.
If you reside outside of the United States, you agree that the Terms, and your relationship with M-Files will be governed by the laws of Finland, excluding its choice of law provisions and the applicability of the United Nations Convention on Contracts for the International Sale of Goods. Any dispute arising out of or relating to the Terms (including any non-contractual matters and obligations arising therefrom or associated therewith) shall be finally settled in arbitration by one arbitrator in accordance with the Arbitration Rules of the Finland Chamber of Commerce. The arbitration shall take place in Helsinki, Finland and the language to be used in the proceedings shall be English. However, you agree that M-Files can apply for injunctive remedies in any jurisdiction.
You may only resolve disputes with us on an individual basis and may not bring a claim or proceed in a group arbitration proceeding as a plaintiff or a class member in a class, consolidated, or representative action to the extent that this is not in conflict with applicable law.
15.2. Validity; Entire Agreement
These Terms apply to the maximum extent permitted by relevant law. If a provision of the Terms is found to be invalid, the validity of the remaining provisions shall not be affected, and the invalid provision shall be replaced with a valid provision that comes closest to the result and purpose of the Terms. If there is any conflict between this document and the Privacy Notice, the provisions of this document shall prevail. The provisions of the Terms that are intended to survive termination of your registration shall remain valid after such termination. You agree that any laws, regulations or cases that provide that the language of a contract will be construed against the drafter will not apply to these Terms.
This is the entire contract between you and M-Files regarding the Service. It supersedes any prior contract or oral or written statements regarding your use of the Service and any access or registration to the Service.
15.3. Independent Contractors; No Third-party Beneficiaries
The parties acknowledge that other than the contractual relationship established by this contract, this contract will not be construed as creating any other relationship, or agency, partnership, employment, joint venture, fiduciary duty, or franchise, or any other form of legal association between you and M-Files. This contract is not for the benefit of any other person, except for permitted successors.
15.4. Assignment and Transfer
M-Files may assign its rights and obligations under these Terms to any M-Files corporate affiliate, subsidiary or company under common control with M-Files. Additionally, M-Files may assign its rights and obligations under these Terms to a third party in connection with a merger, acquisition, sale of assets, by operation of law or otherwise.
Titles and headings of sections in the Terms are for convenience only and shall not affect the interpretation or construction of any provision of the Agreement.
M-Files' or your failure to enforce any provision of the Terms shall not be deemed a waiver of such provision nor of the right to enforce such provision.