Effective Date: April 1, 2014
YOUR USE OF THE SITE CONSTITUTES YOUR AGREEMENT TO THESE TERMS. PLEASE DO NOT USE THE SITE OR PROVIDE INFORMATION TO US IF YOU DO NOT AGREE TO THESE TERMS.
Who We Are.
The Site is owned by Mackenzie Engineering, Inc., a corporation organized under the laws of the State of Oregon, USA ("Mackenzie," "we," "us," "our"). Our mailing address is 1515 SE Water Avenue Ste 100, Portland, OR 97214, and our telephone number is (503) 224-9560.
Site Features, Functionality and Availability; Termination.
You may use the Site when and as available. Although we intend for the Site to be available on an uninterrupted basis, it will not always be available (e.g., during maintenance, changes, outages and for other reasons). We reserve the right to change or eliminate and restrict or block access to all or any part of the Site, including any features or content displayed or made available through the Site, from time to time without notice to you, in our discretion.
Accuracy of Our Information.
From time to time there might be information on the Site that is outdated or contains errors, inaccuracies, or omissions. We reserve the right to correct any such errors, inaccuracies or omissions at any time and we apologize for any inconvenience this may cause you. The Site may also feature information describing our services, including without limitation, prior projects. Information of this type is intended to be illustrative only and is not intended as a guaranty or warranty or indicator of future results or performance. You agree not to rely on such information and we assume no liability for your use of or reliance on such information—it is your responsibility to have the proper knowledge, experience and materials.
Intellectual Property Rights and Licenses.
The Site may feature, without limitation, images and other data, text, designs, graphics, logos, slogans, interfaces, icons, software code, and other information (collectively, "Content").
All Content featured on the Site is the sole and exclusive property of Mackenzie and/or its affiliates, licensors or suppliers and is protected by U.S. and international intellectual property laws. No Content may be copied, distributed, republished, uploaded, posted or transmitted in any way except pursuant to the express provisions of these Terms, or with our prior written consent. All rights not expressly granted to you are reserved. Modification or use of Content for any other purpose may violate Mackenzie's intellectual property rights, and no title to copies or to intellectual property rights in the Content are transferred to you—all title and rights remain with us. Permission is granted to electronically copy and to print in hard copy portions of this Site for the sole purposes of: (i) printing and maintaining a single copy of these Terms; and (ii) your internal, non-commercial use of the Site only, subject to these Terms.
Any comments, feedback, suggestions, or ideas ("Feedback") you provide through the Site may be used by Mackenzie. While you may continue to own all such the Feedback, you hereby grant to Mackenzie a non-exclusive, perpetual, irrevocable, royalty free, worldwide license to use, reproduce, disclose, sublicense, distribute, modify and otherwise exploit such Feedback.
Links to or from Third Party Sites.
If you are using the Site on behalf of an entity, you represent and warrant that you are authorized to accept these Terms on such entity's behalf, and that such entity agrees to indemnify you and Mackenzie for violations of these Terms, pursuant to Section 14 below.
You agree that you will not violate any law, breach any contract or other legal duty owed to a third party, infringe or misappropriate any intellectual property right, or commit any tort in connection with your use of the Site. More particularly and/or in addition to, you agree not to: (i) access or attempt to access or tamper with any area of the Site that you are not authorized to access or otherwise attempt to probe, scan, or test the vulnerability of any Mackenzie system or network; (ii) alter information on or obtained from the Site (except as otherwise authorized by these Terms); (iii) use any robot, spider, scraper or other automated means or interface not provided by Mackenzie to access the Site or to extract data from the Site; (iv) run Maillist, Listserv, or any form of auto-responder or "spam" on the Site or otherwise use the Site for purposes of "spamming" other users; (v) reverse engineer any aspect of the Site, do anything that might discover source code, or bypass or circumvent measures employed to prevent or limit access to any area, content or code of the Site; (vi) modify, translate, or otherwise create derivative works of any part of the Site; (vii) copy, rent, lease, distribute, or otherwise transfer any of the rights granted to you hereunder; (viii) send to or otherwise impact Mackenzie or the Site (or anything or anyone else) with harmful, illegal, deceptive or disruptive code such as a virus, "spyware", "adware" or other code that could adversely impact the Site or any recipient; (ix) access or use the Site for any unlawful, unintended (by us), or harmful purpose, or other than in full compliance with applicable law and these Terms; (x) take any action which might impose a significant burden (as determined by Mackenzie) on Site infrastructure; (xi) interfere with the ordinary operation or mission of the Site; (xii) infringe or misappropriate any patent, trademark, trade secret, copyright, right of publicity or other intellectual property right or other proprietary right; or (xiii) "frame" the Site or otherwise make it look like you have a relationship with Mackenzie or that Mackenzie has endorsed you for any purpose.
NO WARRANTIES REGARDING THE SITE.
YOU AGREE THAT THE SITE AND ALL CONTENT IS PROVIDED "AS IS" AND "WITH ALL FAULTS," AND THE ENTIRE RISK AS TO THE SATISFACTORY QUALITY, PERFORMANCE, ACCURACY AND EFFORT IS WITH YOU. MACKENZIE DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES AND DISCLAIMS ALL SUCH WARRANTIES, CONDITIONS AND DUTIES, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, RESULTS, ACCURACY, COMPLETENESS, PRIVACY OR SECURITY AND ANY IMPLIED WARRANTIES CREATED BY TRADE USAGE, COURSE OF DEALING OR COURSE OF PERFORMANCE. WE FURTHER DISCLAIM ALL DUTIES TO YOU, IF ANY SUCH DUTIES EXIST, INCLUDING BUT NOT LIMITED TO REASONABLE CARE, WORKMANLIKE EFFORT, AND LACK OF NEGLIGENCE. IF A DUTY CANNOT BE DISCLAIMED, YOU AGREE THAT THE STANDARD USED TO MEASURE MACKENZIE'S PERFORMANCE OF THAT DUTY WILL BE INTENTIONAL MISCONDUCT. ALSO, THERE IS NO WARRANTY OF TITLE OR AGAINST INTERFERENCE WITH YOUR ENJOYMENT OF ANY ASPECT OF THE SITE OR AGAINST INFRINGEMENT. YOU EXPRESSLY WAIVE ALL DUTIES, CONDITIONS AND ALL WARRANTIES THAT MIGHT EXIST BUT FOR THIS PARAGRAPH. ALL RISK IN CONNECTION WITH THE USE OF THE SITE IS WITH YOU.
LIMITATION OF LIABILITY.
TO THE FULL EXTENT ALLOWED BY LAW, YOU AGREE THAT NEITHER MACKENZIE NOR ANY OF ITS EXISTING OR FUTURE AFFILIATES, SUPPLIERS OR AGENTS WILL BE LIABLE TO YOU AND/OR ANY OTHER PERSON FOR ANY SPECIAL, INCIDENTAL, PUNITIVE, CONSEQUENTIAL OR OTHER SIMILAR DAMAGES, OR FOR DAMAGES FOR LOST PROFITS, FOR LOSS OR IMPAIRMENT OF PRIVACY, SECURITY OR DATA, FOR FAILURE TO MEET ANY DUTY (INCLUDING BUT NOT LIMITED TO ANY DUTY OF GOOD FAITH, WORKMANLIKE EFFORT OR OF LACK OF NEGLIGENCE), OR FOR ANY OTHER SIMILAR DAMAGES WHATSOEVER THAT ARISE OUT OF OR ARE RELATED TO ANY BREACH OR OTHER ASPECT OF THESE TERMS OR THE SITE, EVEN IF MACKENZIE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IN THE EVENT OF FAULT, TORT (INCLUDING NEGLIGENCE) OR STRICT OR PRODUCT LIABILITY OR MISREPRESENTATION.
IF FOR ANY REASON MACKENZIE IS FOUND LIABLE HEREUNDER, MACKENZIE'S TOTAL LIABILITY TO YOU SHALL NOT EXCEED THE LESSER OF THE TOTAL AMOUNT OF DAMAGES NOT EXCLUDED ABOVE THAT YOU ACTUALLY INCUR OR $100 USD. You agree that any claim you may have arising out of or related to your relationship with MACKENZIE must be filed within one (1) year after such claim arose; otherwise, your claim is permanently barred. THE DAMAGE EXCLUSIONS AND LIMITATION OF LIABILITY IN THESE TERMS SHALL APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Termination or Cancellation.
As noted above, these Terms are a legally binding agreement between you and Mackenzie with respect to your use of the Site. Either we or you may terminate this agreement with or without cause or prior notice. If applicable law requires that we provide notice of termination or cancellation, we may give prior or subsequent notice by posting it on the Site or by sending a communication to any address (email or otherwise) that we have for you in our records. Mackenzie's rights under these Terms that by their terms, nature, sense or context are intended to survive the termination of these Terms shall survive such termination. Without terminating your right to use the Site, we may suspend or block access to the Site whenever it appears to us that you might be breaching these Terms or otherwise about to cause harm or damage to us or others.
Applicable Law and Exclusive Forum.
The Site is controlled by us from our offices within the United States of America and is intended for U.S. users only. If you choose to access this Site from locations outside the U.S., you do so at your own risk and are responsible for compliance with applicable local laws. You may not use or export anything from the Site in violation of U.S. export laws and regulations or these Terms. You agree that these Terms, and all claims of every nature (including without limitation, contract, tort and strict liability) relating to any aspect of the Site, shall be governed by the laws of the State of Oregon, U.S.A., without regard to its conflict of law provisions and without regard to where performance is made. You agree that any disputes shall be heard exclusively in a state or federal court located in Multnomah County, Oregon. You consent to jurisdiction of such courts over you and waive any claim or defense that such forum is not convenient or proper.
You agree to indemnify, defend and hold Mackenzie, its affiliates, successors and assigns, and the officers, directors, employees, agents and representatives of the foregoing, harmless for, from and against any and all losses, liabilities, expenses, damages, fees, penalties, claims or demands (actual or alleged), including reasonable attorneys' fees, arising out of or related to your breach of these Terms, or your violation or infringement of any law or the rights of any third party, including any third party intellectual property rights or rights of publicity. Mackenzie reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and you agree to reasonably assist and cooperate with Mackenzie in the defense thereof.
Notices, Including Our Address for Legal Notices.
- We may give you notice by any lawful method, including (without limitation) legal notices and notices of subpoenas. We may provide the notices by posting them on the Site or by giving them by email or postal mail to any address that we have for you. You agree to update your address as appropriate and to check for notices posted on the Site.
- You agree to send us notice by mailing it to "Our Address for Legal Notices" which is Mackenzie Engineering, Inc., Attn: Legal Notices, 1515 SE Water Avenue Ste 100, Portland, OR, 97214, U.S.A., or by emailing it to us at: firstname.lastname@example.org.
You agree that we may amend these Terms from time to time, including by changing anything in these Terms ("Amendments"). With respect to the text of these Terms, we will post a new version of the Terms on this page prior to the effective date of the amended version ("Effective Date")—we will try to do that ten (10) days before a new version becomes effective, but we reserve the right to provide lesser or subsequent notice as we think advisable (such as in an emergency or to prevent harm to us or others). We may also give notice by another method, including by email. You agree that USING THE SITE AFTER THE EFFECTIVE DATE OF THE AMENDED VERSION OF THESE TERMS WILL CONSTITUTE YOUR AGREEMENT TO THE AMENDED VERSION.
These Terms, which incorporate by reference any: (i) additional terms on the Site or otherwise provided by us for particular activities; and (ii) disclosures provided by us and consents provided by you on the Site, constitute the entire agreement between us and neither party has relied on any representations made by the other that are not expressly set forth in the Terms. If any part of these Terms is found by a court of competent jurisdiction to be invalid, then that part will be deemed superseded by an enforceable provision that most closely matches the intent of the original and honors the allocation of risks in these Terms and the remainder of the Terms will continue in effect. Our failure to act with respect to a breach does not waive our right to act as to subsequent or similar breaches, and time is of the essence in connection with your performance under these Terms. There are no third party beneficiaries of any part of these Terms. These Terms are personal to you, and are not assignable, transferable, or sublicensable by you except with Mackenzie's prior written consent, which Mackenzie may withhold for any reason or no reason. No agency, partnership, joint venture, or employment relationship is created as a result of these Terms and neither party has any authority of any kind to bind the other in any respect. In any action or proceeding to enforce rights under these Terms, the prevailing party will be entitled to recover its reasonable costs and attorneys' fees.
Various laws require or allow us to give users of the Site certain notices and each of them is incorporated into these Terms.
If you would like to receive our legal name and address by email, you need to provide us your email address by sending your request, in writing, to Mackenzie Engineering, Inc., Attn: Legal Department, 1515 SE Water Avenue Ste 100, Portland, OR, 97214. If you have a complaint, you may contact us at the address(es) set forth in Section 15.
Notice of Copyright Agent.
Mackenzie respects the intellectual property rights of others and requests that you do the same. Anyone who believes that their work has been reproduced in the Site in a way constituting copyright infringement may provide a notice to the designated Copyright Agent for the Site containing the following: (i) an electronic or physical signature of a person authorized to act on behalf of the owner of the copyright interest; (ii) identification of the copyrighted work claimed to have been infringed; (iii) identification of the material that is claimed to be infringing and information reasonably sufficient to permit us to locate the material; (iv) the address, telephone number, and, if available, an email address at which the complaining party may be contacted; (v) a representation that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and (vi) a representation that the information in the notice is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Copyright infringement claims and notices (but not other notices) should be sent to the attention of our Copyright Agent, in the following manner:
by mail: Mackenzie Engineering, Inc., Attn. Copyright Agent, 1515 SE Water Avenue Ste 100, Portland, OR, 97214
by email: email@example.com
Notice: No Harvesting Allowed.
WE WILL NOT GIVE, SELL, OR OTHERWISE TRANSFER ADDRESSES MAINTAINED BY US TO ANY OTHER PARTY FOR THE PURPOSES OF INITIATING, OR ENABLING OTHERS TO INITIATE, ELECTRONIC MAIL MESSAGES EXCEPT AS AUTHORIZED AS APPROPRIATE BY OUR PERSONNEL OR AS SET FORTH IN OUR POLICIES. EXCEPT FOR PARTIES AUTHORIZED TO HAVE ADDRESSES MAINTAINED BY US, PERSONS MAY VIOLATE FEDERAL LAW IF THEY: (I) INITIATE THE TRANSMISSION TO OUR COMPUTERS OR DEVICES OF A COMMERCIAL ELECTRONIC MAIL MESSAGE (AS DEFINED IN THE U.S. "CAN-SPAM ACT OF 2003") THAT DOES NOT MEET THE MESSAGE TRANSMISSION REQUIREMENTS OF THAT ACT; OR (II) ASSIST IN THE ORIGINATION OF SUCH MESSAGES THROUGH THE PROVISION OF SELECTION OF ADDRESSES TO WHICH THE MESSAGES WILL BE TRANSMITTED.
Notice About Trademarks.
MACKENZIE®, M™, and corresponding logos and designs are service marks of Mackenzie Engineering, Inc. All other trademarks and logos on the Site are the property of their respective owners. All rights are reserved.