TERMS OF USE

LAST UPDATED ON: 27 January 2023

These Terms of Use (“Terms of Use” or “Agreement”) is made and entered into by and between Innovative Mechatronic Systems Integrators Ltd. (“IMSI”, “we”, “us”, or “our”), a corporation organized and existing under the laws of United Kingdom (UK), with its registered office located at 82A James Carter Road Mildenhall Suffolk United Kingdom - IP28 7DE, and any person (“User”, “your” or “you”) who accesses and uses the Platform, and by clicking a button or checking a box marked ‘I Agree’ has agreed to all the Terms of Use.

You are required to read and accept this Agreement before you may use the Platform and/or the Services. By visiting, accessing and/or using the Platform, we understand that you have fully read, understood, and accepted this Agreement. In addition, when you use any current or future version of the Platform or avail any of the Services or click the "I Agree" button on the Platform, it will constitute a symbol of your signature. You hereby acknowledge and admit that you have read, understood, and accepted to be bound by these Terms of Use, as may be modified by IMPSI from time to time. Any amendments or variations thereto shall take effect from their date of publication on the Platform.

1 DEFINITIONS

• 1.1   “Party” or “Parties” means IMSI, and the User referred to individually and collectively respectively;
• 1.2   “Platform” means the Website and/or IMSI’s application for mobile devices;
• 1.3   “Services” means the services offered, advertised, and explained by IMSI on the Platform;
• 1.4   “Subscription Plan” means the subscription to the Services on an annual basis; and
• 1.5   “Website” means https://www.ipsdb-logix.com/.

2 ACCOUNTS

• 2.1   In order to use certain features of the Platform, you may be required to register for a personalized account with IMSI (“Account”) and provide certain personal information about yourself as prompted by the account registration form, including but not limited to, email address, company name and designation. Each Account should have a unique username and a password.


• 2.2   You represent and warrant that: (a) all required registration information you submit is current, complete, truthful and accurate; and (b) you will maintain the accuracy of such information.


• 2.3   Each User is responsible for maintaining the security of their Account and for all activities that occur under the Account and any other actions taken in connection with the Account. You may not share your password with unaffiliated third parties. You agree to notify IMSI immediately of any unauthorized use of Account, or any other breaches of security. You are fully responsible for all uses of your password, Account and username, or registration, whether by you or others. IMSI is authorized to act on instructions received through use of your Account or registration and is not liable for any loss or damage arising from your failure to comply with this clause 2.


• 2.4   Your Account, including any information pertaining to it (e.g., company name, designation, email address, etc.), is strictly personal to you. You may therefore not sell or charge others for the right to use your Account, or otherwise transfer your Account.


• 2.5   By creating an Account or using the Services, you consent to us contacting you about your interest in our Services by email, or through any other contact information you have chosen to provide. Users wishing not to receive offers from us may notify us at any time via one of the contact methods listed in the Contact Us section on the Platform.


• 2.6   We reserve the right to suspend or terminate your Account at any time, including if any User Content or information provided during the registration process or thereafter proves to be inaccurate, false, or misleading or to reclaim any username that you create through the Platform that violates this Agreement.


• 2.7   You may delete your Account at any time, for any reason, from the account information page. Deleting your account may cause you to lose your Subscription Plan and all paid Services attached to it. It is a non-recoverable action and your only recourse is to purchase a new Subscription Plan in order to gain access to our paid Services again. We may suspend or terminate your Account in accordance with Clause 11. You agree that you will remain liable for all obligations related to your Account even after your Account is closed or restricted.

3 ACCESS TO THE PLATFORM

• 3.1   Subject to these Terms of Use, IMSI grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Platform solely for your own personal, non-commercial use.


• 3.2   The rights granted to you in this Terms of Use are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Platform, whether in whole or in part, or any content displayed on the Platform; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Platform; (c) you shall not access the Platform in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Platform may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means. You may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information of IMSI without our express written consent.

4 SUBSCRIPTION SERVICES

• 4.1   In order to avail some Services, the User needs to subscribe to a paid Subscription Plan.


• 4.2   The Services may be availed by selecting a Subscription Plan. We have made every effort to display as accurately as possible the details of each Subscription Plan offered through the Platform.


• 4.3   All descriptions of our Subscription Plans or their pricing are subject to change at any time without notice, at our sole discretion. We reserve the right to add or discontinue any of the Subscription Plans offered on the Platform at any time.


• 4.4   Any offer for any Service is void where prohibited by law. We do not warrant or guarantee that the quality of any Service offered under a Subscription Plan, or any of the information contained therein, or any other information delivered or obtained by you through the Subscription Plan will meet your expectations.


• 4.5   We reserve the right to refuse any Services offered under a Subscription Plan. We may, in our sole discretion, limit or cancel Subscription Plans. In the event that we make a change to or cancel a Subscription Plan, we may attempt to notify you by contacting the e-mail provided in your Account. We reserve the right to limit or prohibit the access to any Subscription Plans that, in our sole judgment, appear to be placed by unauthorized Users.

5 PAYMENT

• 5.1   For your selected Subscription Plan, you will receive an invoice on your registered email address and such payment may be made via PayPal, bank transfer or other payment method as may be made available by IMSI from time to time.


• 5.2   If you wish to pay via PayPal or bank transfer, the corresponding account details will be authorized, and the invoiced amount will be debited with respect to the selected Subscription Plan. By selecting payment via PayPal or bank transfer, each User hereby expressly consents to, authorizes, and instructs IMSI to charge PayPal or the bank account provided by the User.


• 5.3   Upon your payment of the invoice amount, the third-party payment processor is responsible for remitting such amounts to IMSI.


• 5.4   For any selected Subscription Plan, Users unconditionally and irrevocably undertake to pay the invoice amount in full to IMSI in accordance with this Terms of Use. Users shall bear all applicable VAT and credit card fee associated with any payment made to IMSI.

6 INTELLECTUAL PROPERTY RIGHTS

• 6.1   IMSI is the sole owner and/or lawful licensee of all the rights to the Platform’s intellectual property. The Platform’s intellectual property shall mean, not limited to, its design, layout, text, images, graphics, sound, video etc. The Platform’s content embodies trade secrets and intellectual property rights protected under copyright, trademark and other laws of the United Kingdom and other foreign countries.


• 6.2   All rights not otherwise claimed under this Agreement or by IMSI, are hereby reserved. The information provided on the Platform is intended, solely to provide general information for the personal use of the User, who accepts full responsibility for its use. IMSI does not represent or endorse the accuracy or reliability of any information, or advertisements contained on, distributed through, or linked, downloaded, or accessed from the Platform or otherwise, the quality of any Service, information or other materials displayed, or obtained by you as a result of an advertisement or any other information or offer in connection with the Platform and/or the Services.


• 6.3   While we do our best to provide our Users with the best and most reliable information, we accept no responsibility for any errors or omissions, or for the results obtained from the use of any information. Nothing herein shall to any extent substitute for the independent investigations and the sound technical and business judgment of the User(s).


• 6.4   IMSI reserves the right, in its sole discretion and without any obligation, to make improvements to, or correct any error or omissions in any portion of the Platform.


• 6.5   Use of the Platform for any purpose not expressly permitted in these Terms of Use is prohibited and may invite legal action. As a condition of your access to and use of the Platform, you agree that you will not use the Platform to infringe the intellectual property rights of others in any way. IMSI reserves the right to terminate the Account of a User upon any infringement of the rights of others in conjunction with use of the Platform, or if IMSI believes that the User’s conduct is harmful to the interests of IMSI, its affiliates, or other users, or for any other reason in IMSI’s sole discretion, with or without cause.

7 USER CONTENT

• 7.1   “User Content” means any and all information, data and content that a User uploads, posts, inputs, or submits to, or uses with, the Platform. You are solely responsible for your User Content. You assume all risks associated with use of your User Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your User Content that personally identifies you or any third party. You hereby represent and warrant that your User Content does not violate our Terms of Use and you are liable for any damages arising from a violation of our Terms of Use. Notwithstanding any other agreement you may have with IMSI, your User Content is not confidential information and will not be treated as such by IMSI. You may not represent or imply to others that your User Content is in any way provided, sponsored or endorsed by IMSI. IMSI is not obligated to backup any User Content, and your User Content may be deleted at any time without prior notice. You are solely responsible for creating and maintaining your own backup copies of your User Content if you desire.


• 7.2   You hereby grant (and you represent and warrant that you have the right to grant) to IMSI and its affiliates an irrevocable, perpetual, nonexclusive, transferable, royalty-free and fully paid, worldwide, unrestricted license to encode, store, transmit, publish, post, broadcast, adapt, modify, exhibit, commercialize, make, sell, reproduce, distribute, publicly display and perform, prepare derivative works of, incorporate into other works, and otherwise use and exploit your User Content, and to grant sublicenses of the foregoing rights, for any purpose whatsoever without attribution, accounting or compensation to you or your company. You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your User Content. You hereby grant us the right to publish your name in connection with your User Content. By posting User Content you represent and warrant that you own or otherwise control all of the rights to your User Content, including the rights necessary for you to provide, post, upload, input or submit the User Content and grant the license above to such User Content.

8 ACCEPTABLE USE POLICY

• The following terms constitute our “Acceptable Use Policy” :


• 8.1   You agree not to use the Platform to collect, upload, transmit, display, or distribute any User Content: (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, misleading, trade libellous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.


• 8.2   You agree not to: (i) upload, transmit, or distribute to or through the Platform any computer viruses, worms, Trojan horses, time bombs, cancelbots, corrupted files, or any software intended to damage or alter a computer system or data; (ii) send through the Platform unsolicited or unauthorized advertising, promotional materials, junk mail, spam, political campaigning, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Platform to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Platform, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Platform (or to other computer systems or networks connected to or used together with the Platform), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Platform; (vii) use a false e-mail address, impersonate any person or entity, or otherwise mislead as to the origin of User Content; or (viii) use software or automated agents or scripts to produce multiple Accounts on the Platform, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Platform.

9 LINKS TO THIRD PARTY WEBSITES

• 9.1   Links to third party websites may be provided by IMSI as a convenience to Users, IMSI does not have any control over such websites i.e., content and resources provided by such third-party website.


• 9.2   IMSI may allow Users access to content, products or services offered by third parties through hyperlinks (in the form of word link, banners, channels or otherwise) to such third-party services. You are cautioned to read such websites' terms and conditions and/or privacy policies before using such websites in order to be aware of the terms and conditions of your use of such websites. IMSI has no control over such third-party website, does not monitor such websites, and IMSI shall not be responsible or liable to anyone for such third party website, or any content, products or services made available on such a website.

10 INDEMNIFICATION

• You agree to indemnify and hold IMSI, its officers, employees, and agents harmless, including costs and attorneys’ fees, from any claim or demand made by any third party due to or arising out of (a) your use of the Platform, (b) your User Content, (c) your violation of these Terms of Use; or (d) your violation of applicable laws or regulations. We reserve the right, at your expense, to assume the exclusive defence and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defence of these claims. You agree not to settle any matter without the prior written consent of IMSI. IMSI will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

11 TERM AND TERMINATION

• Subject to this Clause 11, these Terms of Use will remain in full force and effect while you use the Platform. We may refuse Service, remove or edit content, including User Content, or suspend or terminate your rights to use the Platform (including your Account) at any time for any reason at our sole discretion, including for any use of the Platform in violation of these Terms of Use. Upon termination of your rights under these Terms of Use, your Account and right to access and use the Platform will terminate immediately. You understand that any termination of your Account may involve deletion of your User Content associated with your Account from our databases. IMSI will not have any liability whatsoever to you for any termination of your rights under these Terms of Use, including for termination of your Account or deletion of your User Content.

12 ENFORCEMENT

• We reserve the right (but have no obligation) to review any User Content, and to investigate any violation of these Terms, and/or take appropriate remedial action against you in our sole discretion if you violate any provision of these Terms of Use or otherwise create liability for us or any other person. Such action may include removing or modifying your User Content, terminating your Account in accordance with Clause 11, and/or reporting you to law enforcement authorities.

13 DISCLAIMER

• The Platform, including all content, software, products, services, materials, and information made available on or accessed through the Platform, is provided on an “as-is” and “as available” basis, and, to the maximum extent permitted by law, IMSI and our suppliers expressly disclaim any and all warranties and conditions of any kind, whether express, implied, or statutory, including all warranties or conditions of merchantability, fitness for a particular purpose, title, quiet enjoyment, accuracy, or non-infringement. Neither we nor our suppliers make any warranty that the Platform, including all content, software, products, services, materials, and information made available on or accessed through the Platform, will meet your requirements, will be available on an uninterrupted, timely, secure, or error-free basis, or will be accurate, reliable, free of viruses or other harmful code, complete, legal, or safe. Users are advised to log out of the Platform when you are no longer using our Platform or Services. If applicable law requires any warranties with respect to the Platform, all such warranties are limited in duration to ninety (90) days from the date of first use.

14 LIMITATION OF LIABILITY

• 14.1   User(s) hereby agree that IMSI is not responsible and shall have no liability to it, for any material posted by you; including defamatory, offensive, or illicit material and that the risk of damages from such material rests entirely with you. IMSI reserves the right, at its own expense, to assume the exclusive defence and control of any matter otherwise subject to indemnification by you, in which event you shall cooperate with IMSI in asserting any available defences.


• 14.2   IMSI shall not be liable for any special, direct, indirect, punitive, incidental, or consequential damages or any damages whatsoever (including but not limited to damages for loss of profits or savings, business interruption, loss of information), whether in contract, negligence, tort, strict liability or otherwise or any other damages. Users are hereby advised to get any and all content received on or from the Platform, validated to their complete satisfaction from professional and sufficiently experienced control systems engineer or system integrators before its use or application. Users of the Platform hereby acknowledge that any reliance upon any content shall be at their sole risk.

15 GOVERNING LAW

• The terms contained in this Agreement and any dispute or claim arising out of or in connection with it or its subject matter or formation shall be governed by and construed in accordance with the laws of the United Kingdom. Any dispute which may arise between the Parties pertaining to the implementation or interpretation of this Agreement shall be amicably settled, failing which the courts in the United Kingdom shall have the exclusive authority to settle the same.

16 DISPUTE RESOLUTION

• 16.1   All disputes arising out of or in relation to this Agreement, including any question regarding its existence, validity, or termination, which cannot be amicably resolved by the Parties within thirty (30) days of being brought to their attention (“Consultation Period”), will then be settled by arbitration governed by the provisions of appropriate arbitration laws. If the Parties are not able to agree on a sole arbitrator, a panel of three (3) arbitrators shall be appointed wherein each Party shall appoint one (1) arbitrator, and the two (2) arbitrators together shall appoint the presiding arbitrator.


• 16.2   The venue/seat of arbitration shall be the United Kingdom and the language of arbitration shall be English. A dispute shall be deemed to have arisen when either Party notifies the other Party in writing to that effect. The decision of the arbitrator(s) will be final and binding on all the Parties.

17 WAIVER

• 17.1   The User hereby, with this reference, waives their right to take legal action against IMSI, including without limitation, its representatives, licensees, marketers, and any other related parties for the breach of any of these Terms of Use. Notwithstanding the foregoing, the User shall in no way have deemed to have waived their right to any legal action resulting from any material breach of these Terms of Use and/or any obligations mentioned within this Agreement for which they ought to have a legal remedy under appropriate law.


• 17.2   IMSI’s failure to enforce any right or failure to act with respect to any breach by a User(s) under these terms and conditions will not waive that right nor waives IMSI’s right to act with respect to subsequent or similar breaches.

18 FEEDBACK

• If you provide IMSI with any feedback or suggestions regarding the Platform or any content on the Platform (“Feedback”), you hereby assign to IMSI all rights in such Feedback and agree that IMSI shall have the right to use and fully exploit such Feedback and related information in any manner it deems appropriate without attribution, accounting, or compensation to you. IMSI will treat any Feedback you provide to IMSI as non-confidential and non-proprietary. You agree that you will not submit to IMSI any information or ideas that you consider to be confidential or proprietary.

19 ELECTRONIC COMMUNICATIONS

• The communications between you and IMSI use electronic means, whether you use the Platform or send us emails, or whether we post notices on the Platform or communicates with you via email. For contractual purposes, you (a) consent to receive communications from IMSI in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that IMSI provides to you electronically satisfy any legal requirement that such communications would satisfy if it were be in a hardcopy writing. The foregoing does not affect your non-waivable rights.

20 COPYRIGHT/TRADEMARK INFORMATION

• All trademarks, logos and service marks (“Marks”) displayed on the Platform are our property or the property of other third parties. You are not permitted to use these Marks without our prior written consent or the consent of such third party which may own the Marks.

21 MODIFICATION OF TERMS OF USE

• IMSI reserves the right, at its sole discretion, to modify the Platform, Services, or to modify these Terms of Use anytime and without prior notice. If we modify these Terms of Use, we will post the modification on our Platform or provide you with notice of the modification. We will also update the “Last Updated Date” at the top of these Terms of Use. By continuing to access or use our Platform after we have posted a modification on our Platform or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms of Use. If the modified Terms of Use are not acceptable to you, your only recourse is to cease using our Platform and/or Services.

22 MISCELLANEOUS

• 22.1   NOTICE: Any notice or other communication provided for herein or given hereunder to a Party hereto shall be in writing and shall be given in person, by overnight courier, or by mail (registered or certified mail, postage prepaid, return receipt requested) or E-mail to IMSI’s addresses as mentioned in this Agreement and to the address of the User as provided to us by the User in writing at the time of registering on the Platform.


• 22.2   SUCCESSORS AND ASSIGNS: This Agreement shall be binding on and inure to the benefit of the Parties hereto and their respective heirs, legal or personal representatives, successors, and assigns.


• 22.3   RELATIONSHIP BETWEEN PARTIES: Parties shall be considered independent of each other and not agents or employees of the other Party. Neither Party shall have authority to make any statements, representations, or commitments of any kind, nor to take any action which shall be binding on the other Party, except as may be expressly provided for herein or authorized in writing.


• 22.4   CONFIDENTIALITY: Any communication made by the User(s) to IMSI via or on the Platform is confidential. However, your communication may be recorded to ensure quality of Service. Further, for training purpose and to ensure excellent customer service, calls from and to IMSI may be monitored and recorded.


• 22.5   FORCE MAJEURE: IMSI shall not be liable for any failure or delay in performance of this Agreement, in whole or in part, where such failure or delay is caused by circumstances beyond our reasonable control, including but not limited to internet failures, computer, telecommunications or any other equipment failures, electrical power failures, acts of God, severe weather, fire, terrorism, vandalism or civil riots, war, civil disturbance, pandemics, labour activity, or strike, court order or any other cause outside our exclusive and direct control.


• 22.6   ELECTRONIC SIGNATURES/ COUNTERPARTS: This Agreement may be executed in one or more counterparts, each of which shall be deemed an original but all of which shall constitute the same instrument. For purposes of this Agreement, the use of a facsimile, email, or other electronic media shall have the same force and effect as an original signature.


• 22.7   ENTIRE AGREEMENT: This Agreement along with other documents as and when updated on the Platform or sent directly to the User, shall constitute the entire agreement between the Parties relating to the subject matter contained in this Agreement and supersede all prior or contemporaneous negotiations, commitments and understanding of the Parties whether oral, written or otherwise.


• 22.8   SEVERABILITY: Whenever possible, each provision of this Agreement will be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held to be invalid, illegal, or unenforceable in any respect under any applicable law or rule in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other provision or any other jurisdiction, but this Agreement will be reformed, construed, and enforced in such jurisdiction as if such invalid, illegal, or unenforceable provisions had never been contained herein.


• 22.9   SURVIVABILITY: All clauses that logically ought to survive the termination of this Agreement shall survive.


• 22.10   HEADINGS: Headings used in this Agreement are provided for convenience only and shall not be used to construe meaning or intent.


• 22.11   AFFIRMATION OF PARTIES: The User affirms that they have entered into this Agreement freely, voluntarily, and without reliance on any promises, representations, or other statements not contained in this Agreement and have read and understood the terms and conditions contained in this Agreement.


• 22.12   GENDER AND PLURALS: Wherever used herein and required by the context, the singular number shall include the plural, the plural shall include the singular number, and the use of either gender shall include both genders and the words “hereof” and “herein” and “hereafter” shall refer to the entire Agreement and not to any provision or section.


• 22.13   CONTACT US: If you have any queries regarding these Terms of Use, feel free to contact IMSI at contact@imsi.uk

You acknowledge that you have read, understood, and accepted to be bound by these Terms of Use.
Effective as of 26th January 2023