Limited License to Use. mM grants to End User a limited, revocable, non-exclusive, non-sublicensable, non-transferable, royalty-free license to use the CMF for End User’s internal business purposes, subject to the further terms and conditions set forth herein.  mM may revoke or terminate such limited license at any time upon notice to End User.

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Restrictions. End Uses agrees that it shall not, and shall ensure that its employees, agents and representatives shall not:

• sublicense, sell, or distribute the CMF to any third party;

• use the CMF to compete with mM;

• interfere with or disrupt the integrity or performance of the CMF or its content;

• engage in, cause, assist or permit, the reverse engineering, disassembly, translation, adaptation, modification, or recompilation of the CMF, unless explicitly permitted by applicable law;

• engage in any conduct, make any public statement, or take any action in connection with the use or promotion of the CMF or mM’s brand that is deceptive, misleading, unlawful, unethical, or otherwise likely to harm or negatively impact the reputation, goodwill, or public image of mM, as determined by mM in its reasonable discretion; including, without limitation, (i) making false or unsubstantiated claims regarding the CMF, mM, or the relationship between End User and mM; or (ii) misrepresenting, concealing, or distorting information in a manner that could mislead any third party regarding or the public about the nature, quality, or source of the CMF or mM’s involvement; and

• use the CMF for any unlawful purpose, to violate any law, statute, ordinance or regulation, or to engage in any deceptive, misleading, illegal or unethical activities.

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Retention of Rights; Ownership. mM retains all rights in the CMF and all goodwill arising from the CMF, and End User shall not contest or assist any third party in contesting mM’s rights in its trademarks. mM (or its licensors where applicable) has and shall have sole and exclusive ownership of all rights, title, and interest in the CMF, related materials, and all modifications, enhancements, derivatives, and improvements thereof. For the avoidance of doubt, any and all modifications, enhancements, derivatives, or improvements to the CMF, related materials, whether made by mM, End User, or any third party, shall be and remain the sole and exclusive property of mM (or its licensors where applicable).  License to Use Feedback. End User grants to mM a worldwide, perpetual, transferrable, irrevocable, royalty-free license to use and incorporate into its services or product offerings any suggestion, enhancement request, recommendation, correction or other feedback that End User may provide that relates to the CMF or related materials.

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Attribution. End User agrees that it will clearly attribute CMF in all public-facing uses, and that any CMF-related representations will state: “Organized according to the mindful MATERIALs Common Materials Framework,” in accordance with the CMF Brand Guidelines as in effect from time to time.

 

Warranty Disclaimer. The CMF IS PROVIDED AS IS, AND mM MAKES NO WARRANTY, CERTIFICATION OR GUARANTEE WITH RESPECT TO ITS USE OR THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE CMF, OR THAT ANY CERTIFICATIONS OR CLAIMS MADE BY A MANUFACTURER, ECOLABEL/STANDARD, CERTIFICATION, OR A TECHNOLOGY PARTNER TO END USERS IS ACCURATE OR CORRECT. mM DOES NOT MAKE OR GIVE ANY OTHER REPRESENTATIONS, WARRANTIES, CONDITIONS OR GUARANTEES WHATSOEVER REGARDING THE CMF, THE SUBJECT MATTER OF THESE TERMS OR ANY RELATED MATTER. mM DISCLAIMS ALL REPRESENTATIONS, WARRANTIES, CONDITIONS, AND GUARANTEES OF EVERY NATURE AND KIND WHATSOEVER, EXPRESS OR IMPLIED BY LAW, INCLUDING ANY STATUTE OR REGULATION, OR ARISING FROM CUSTOM OR TRADE USAGE OR BY ANY COURSE OF DEALING OR COURSE OF PERFORMANCE, INCLUDING WITHOUT LIMITATION ANY REPRESENTATIONS, WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. IN ADDITION, mM DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM, DAMAGES OR OTHER LIABILITY CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS. 

 

Limitation of Liability. In no event shall mM have any liability to End User in connection with the license to the CMF granted hereunder, whether in contract, tort or under any other theory of liability for any lost profits or for any indirect, special, incidental, punitive or consequential damages arising from or related to End User’s use of such license or the CMF, howsoever caused and whether or not such losses are foreseeable, even if mM has been advised (or is otherwise aware) of the possibility of such losses in advance.

 

End User Indemnity. End User shall defend, indemnify, and hold harmless mM, its employees, directors, affiliates, agents, suppliers, licensors, distributors, resellers, and subcontractors against any and all third party claims, losses, liabilities, damages, costs and expenses, including reasonable attorney’s fees and court costs, arising from or relating to its breach of these Terms or its use of the CMF.

 

Amendment. mM may amend these terms at any time by posting such amended terms on its website.  End User’s continued use of the CMF thereafter constitutes and acceptance of such amended Terms.

 

Choice of Law, Jurisdiction and Venue; Jury Trial Waiver. The parties expressly agree that all the terms and provisions hereof shall be construed under the internal laws of the State of Delaware. In the event of a dispute, each party will bear all of its own fees and costs, including on appeal. Each of the parties hereby irrevocably consents that any action or proceeding relating to this Terms may be brought, at the option of the party instituting the action or proceeding, solely in any state or federal court of general jurisdiction in Delaware. Each of the parties waives any objection that it may have to the conduct of any action or proceeding in any such court based on improper venue or forum non conveniens. Each party hereby waives any right to a trial by jury in any action or proceeding arising out of or relating to these Terms.