Terms of Service

Machinery Dealer PRO Terms of Service

25-APR-2025

 

Welcome to the Machinery Dealer PRO (later ”MDP”) Terms of Service agreement. For purposes of this agreement, “Site” refers to MDP’s website, which can be accessed at www.machinerydealerpro.com. “Service” refers to MDP’s services accessed at *.machinerydealerpro.cloud, where users can manage machinery catalogs, pricelists, tendering process, inquiries, catalog users, and customer communication. The terms “we,” “us,” and “our” refer to Machinery Dealer PRO, a Finnish business entity providing the Service. “You” and “Customer” refers to you as a User of our Site or Service.

The following Terms of Service apply when you view or use the Site or the Service via machinerydealerpro.cloud with either a web browser or our mobile web app.

Please review the following terms carefully. By accessing or using the Service, you signify your agreement to these Terms of Service. If you do not agree to be bound by these Terms of Service in their entirety, you may not access or use the Service.  

PRIVACY POLICY AND GDPR

MDP respects the privacy of its Service users. Please refer to MDP’s Privacy Policy (found here: www.machinerydealerpro.com/privacy-en.html) which explains how we collect, use, and disclose information that pertains to your privacy. When you access or use the Service, you signify your agreement to the Privacy Policy as well as these Terms of Service.

ABOUT THE SERVICE

Machinery Dealer PRO is a SaaS (Software as a Service) product for managing the tendering process for machinery manufacturers, importers, dealers, and customers.

The Service allows you to:

·    Create and maintain Machinery catalogs and price lists with validation rules, access controls, and dealer discounts.

·    Create and maintain translations for catalogs and the web application user interface.

·    Create and maintain user accounts for your Authorized Users.

·    Publish MDP catalogs for unauthorized users.

·    Receive inquiries from customers.

·    Communicate with Authorized Users of the Service within your subscription.

·    Create, manage and monitor tenders and the tendering process.

·    View dashboards with KPIs, and run reports on your data.

SERVICE FEES, PAYMENT, AND TAXES

·    Setup fee: Setup means establishing a Tenant in the Service and creating a Main Administrator user for the Customer. Setup covers the creation of the Customer’s first catalog with one machine with few options and rules.

·    Monthly subscription fee: A subscription fee will be based on pricing plans or negotiated with the Customer.

·    Professional Services fees: Assignments or work packages are negotiable. Services are available, for example, for help in creating more complex catalogs.

·    All the fees paid to MDP, a Finnish Business entity, are subject to Value Added Tax. Customers in European Union countries will be invoiced with Finnish VAT included unless the Customer is an established Business Entity with EU-VAT registration, in case of which the reverse charge procedure applies. Customers outside the EU are not charged for VAT.

·    All fees will be specified in the Order Form.

ACCESS AND USE OF THE SERVICE

MDP will create a user account for You as a Business Entity or representative of a Business Entity upon Order of the Service. You must have the right to bind the Business Entity into this Agreement.

MDP will create a Main Administrator user account for you which includes a unique username and a password to access the Service and receive messages from MDP. You agree to notify us immediately of any unauthorized use of your password and/or account. MDP will not be responsible for any liabilities, losses, or damages arising out of the unauthorized use of your password and/or account.

You, as a Main Administrator for your Business entity, will be responsible for registering your end users to the service and informing them about the Terms of Service and are responsible for ensuring: (i) that only appropriate Authorized Users have access to the Service, (ii) that such Authorized Users have been trained in proper use of the Service.

MDP reserves the right to cancel login IDs that it reasonably believes to violate the terms and conditions set forth in this Agreement.

USE RESTRICTIONS

Your permission to use the Service during the Subscription Term is conditioned upon the following use and conduct restrictions:

You agree that you will not under any circumstances:

·    use the Service for any unlawful purpose or for the promotion of illegal activities;

·    use another user’s account without permission;

·    intentionally allow another user to access your account;

·    provide false or inaccurate information when registering an account;

·    interfere or attempt to interfere with the proper functioning of the Service;

·    make any automated use of the Site, the Service or the related systems, or take any action that we deem to impose or to potentially impose an unreasonable or disproportionately large load on our servers or network infrastructure;

·    bypass any robot exclusion headers or other measures we take to restrict access to the Service, or use any software, technology, or device to scrape, spider, or crawl the Service or harvest or manipulate data;

·    circumvent, disable or otherwise interfere with any security-related features of the Service or features that prevent or restrict use or copying of content, or enforce limitations on use of the Service or the content accessible via the Service; or

·    publish or link to malicious content of any sort, including that intended to damage or disrupt another user’s browser or computer.

USER CONTENT AND CUSTOMER DATA RESTRICTIONS

You may create your catalog and price lists (“User Content”; “Customer Data”) in the Service. You are solely responsible for the User Content you upload, link to, or otherwise make available via the Service.

 You agree that We are only acting as a passive conduit for your online distribution and publication of your User Content. MDP, however, reserves the right to remove any User Content from the Service at its sole discretion.

We grant you permission to use and access the Service, subject to the following express conditions surrounding User Content. You agree that failure to adhere to any of these conditions constitutes a material breach of these Terms.

By transmitting and submitting any User Content while using the Service, you agree as follows:

·    You are solely responsible for your account and the activity that occurs while signed in to or while using your account;

·    You will not upload content that is malicious, libelous, false or inaccurate;

·    You will not include any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously, or otherwise objectionable and offensive;

·    You retain all ownership rights in your User Content, but you are required to grant the following rights to the Service and to users of the Service as set forth more fully under the “Rights in Intellectual Property” provision below: When you upload User Content to the Service, you grant to MDP a worldwide, non-exclusive, royalty-free, transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform that Content in connection with the provision of the Service; and you grant to each user of the Service, a worldwide, non-exclusive, royalty-free license to access your User Content through the Service, and to use, reproduce, distribute, prepare derivative works of, display and perform such Content to the extent permitted by the Service and under these Terms of Service;

·    You will not submit content that is copyrighted or subject to third-party proprietary rights, including privacy, publicity, trade secret, or others, unless you are the owner of such rights or have the appropriate permission from their rightful owner to submit such content specifically; and

·    You hereby agree that we have the right to determine whether your User Content submissions are appropriate and comply with these Terms of Service, remove any and/or all of your submissions, and terminate your account with or without prior notice.

You understand and agree that any liability, loss, or damage that occurs as a result of the use of any User Content that you make available or access through your use of the Service is solely your responsibility. The Service is not responsible for any public display or misuse of your User Content.

The Site does not, and cannot, pre-screen or monitor all User Content. However, at our discretion, we, or the technology we employ, may monitor and/or record your interactions with the Service or other Users.

ONLINE CONTENT DISCLAIMER

We do not guarantee the accuracy, completeness, or usefulness of any information on the Service. We take no responsibility and assume no liability for any User Content that you, any other user, or third party uploads or sends via the Service. Under no circumstances will we be responsible for any loss or damage resulting from anyone’s reliance on information or other content uploaded on the Service or transmitted to users.

Though we strive to enforce these Terms of Service, you may be exposed to User Content that is inaccurate or objectionable when you use or access the Service. We reserve the right but have no obligation, to monitor the materials posted in the public areas of the Service or to limit or deny a user’s access to the Service or take other appropriate action if a user violates these Terms of Service or engages in any activity that violates the rights of any person or entity or which we deem unlawful, offensive, abusive, harmful or malicious. MDP shall have the right to remove any material that, in its sole opinion, violates or is alleged to violate the law or this agreement or which might be offensive or that might violate the rights, harm, or threaten the safety of users or others.  Unauthorized use may result in criminal and/or civil prosecution under the law. If you become aware of misuse of our Service or violation of these Terms of Service, please contact us at customersupport@machinerydealerpro.com.

RIGHTS IN INTELLECTUAL PROPERTY

Intellectual Property: Except for the rights granted in this Agreement, all rights, title, and interest in and to the SaaS Products, Documentation, and Machinery Dealer PRO Intellectual Property are hereby reserved by MDP, its Affiliates or licensors. Except as provided for herein, all rights, title, and interest in and to Customer Intellectual Property are hereby reserved by Customer, its Affiliates or licensors. Nothing in this Agreement shall transfer ownership of any Intellectual Property rights from one Party to the other.

Customer Data: Customer owns all right, title and interest in all Customer Data. Nothing in this Agreement shall be construed to grant MDP any rights in Customer Data beyond those expressly provided herein. Customer grants MPD and its Affiliates the limited, non-exclusive, worldwide license to view and use the Customer Data solely for the purpose of providing the SaaS Service.

Usage Data and Suggestions: MDP shall be permitted to collect and use the Usage Data for its reasonable business purposes and for the Customer’s benefit. In the event MDP wishes to disclose the Usage Data or any part thereof to third parties (either during the Subscription Term or thereafter), such data shall be deidentified and/or presented in the aggregate so that it will not identify Customer or its Authorized Users. The foregoing shall not limit in any way MDP’s confidentiality obligations. To the extent that Customer provides MDP with Suggestions, such Suggestions shall be free from any confidentiality restrictions that might otherwise be imposed upon MDP pursuant to this Agreement and may be implemented by MDP in its sole discretion. Customer acknowledges that any MDP products or materials incorporating any such Suggestions shall be the sole and exclusive property of MDP.

CONFIDENTIALITY

Confidential Information: The Parties acknowledge that each may disclose certain valuable confidential and proprietary information to the other Party. The receiving Party may only use the disclosing Party’s Confidential Information to fulfill the purposes of this Agreement and in accordance with the terms of this Agreement. The receiving Party will protect the disclosing Party’s Confidential Information by using at least the same degree of care as the receiving Party uses to protect its own Confidential Information of a like nature (but no less than a reasonable degree of care) to prevent the unauthorized use, dissemination, disclosure or publication of such Confidential Information. Information that is publicly available or becomes known to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing Party is not considered confidential.

Advertising and Publicity. Neither Party shall make or permit to be made any public announcement concerning the existence, subject matter or terms of this Agreement or relationship between the Parties without the prior written consent of the other Party except as expressly permitted in this section. Customer grants MDP and its Affiliates during the term of the Agreement the right to use Customer's trade names, logos, and symbols (“Customer Marks”) in its public promotional materials and communications for the sole purpose of identifying Customer as a MDP’s customer. MDP shall not modify the Customer Marks, or display the Customer Marks any larger or more prominent on its promotional materials than the names, logos, or symbols of other MDP customers. The foregoing promotional materials and communications may be created, displayed, and reproduced without Customer’s review, provided that they are in compliance with this section and any Customer Marks usage guidelines provided by Customer to MDP in writing.

TERM AND TERMINATION

Term: This Agreement will be effective upon Customer’s first access to the SaaS Service and shall remain in effect during the applicable Subscription Term of the SaaS Service or throughout Customer’s continued use of the Service, as applicable.

Termination: Either Party may terminate this Agreement immediately upon notice to the other Party in any breach of this Agreement. Customer may terminate the Agreement by providing written notice of termination to MDP by email to customersupport@machinerydealerpro.com or by disabling the Customer account from the service. For other reasons than a breach in the Agreement, MDP may terminate the service with one (1) month written notice period. MDP will make all Customer data available for download in commonly used data formats, with Customer’s Main Administrator credentials, for one (1) month after the termination of the Authorized User access to the Service. All the Customer data will be deleted after the grace period for downloading the data.

USER CONSENT TO RECEIVE COMMUNICATIONS IN ELECTRONIC FORM

For contractual purposes, you: (a) consent to receive communications from us in an electronic form via the email address you have submitted; and (b) agree that all Terms of Service, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in writing. The foregoing does not affect your non-waivable rights.

We may also use your email address to send you other messages, including information about the Site or the Service and special offers. You may opt out of such email by changing your account settings, or by sending an email to customersupport@machinerydealerpro.com 

Opting out may prevent you from receiving messages regarding the Site, the Service, or special offers.

WARRANTY DISCLAIMER

THE SERVICE, IS PROVIDED “AS IS,” WITHOUT WARRANTY OF ANY KIND. WITHOUT LIMITING THE FOREGOING, WE EXPRESSLY DISCLAIM ALL WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, REGARDING THE SERVICE INCLUDING WITHOUT LIMITATION ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, SECURITY, ACCURACY AND NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OR REPRESENTATION THAT ACCESS TO OR OPERATION OF THE SERVICE WILL BE UNINTERRUPTED OR ERROR FREE. YOU ASSUME FULL RESPONSIBILITY AND RISK OF LOSS RESULTING FROM YOUR DOWNLOADING AND/OR USE OF FILES, INFORMATION, CONTENT OR OTHER MATERIAL OBTAINED FROM THE SERVICE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF WARRANTY, SO THIS PROVISION MAY NOT APPLY TO YOU.

LIMITATION OF DAMAGES; RELEASE

TO THE EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE SITE, THE SERVICE, ITS AFFILIATES, DIRECTORS, OR EMPLOYEES, OR ITS LICENSORS OR PARTNERS, BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, USE,  OR DATA, OR FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, HOWEVER ARISING, THAT RESULT FROM: (A) THE USE, DISCLOSURE, OR DISPLAY OF YOUR USER CONTENT; (B) YOUR USE OR INABILITY TO USE THE SERVICE; (C) THE SERVICE GENERALLY OR THE SOFTWARE OR SYSTEMS THAT MAKE THE SERVICE AVAILABLE; OR (D) ANY OTHER INTERACTIONS WITH USE OR WITH ANY OTHER USER OF THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE) OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. SOME JURISDICTIONS LIMIT OR DO NOT PERMIT DISCLAIMERS OF LIABILITY, SO THIS PROVISION MAY NOT APPLY TO YOU.

MODIFICATION OF TERMS OF SERVICE

We can amend these Terms of Service at any time and will update these Terms of Service in the event of any such amendments. It is your sole responsibility to check the Site from time to time to view any such changes in this agreement. Your continued use of the Site or the Service signifies your agreement to our revisions to these Terms of Service. We will endeavor to notify you of material changes to the Terms by posting a notice on our homepage and/or sending an email to the email address you provided to us upon registration. For this additional reason, you should keep your contact and profile information current. Any changes to these Terms (other than as set forth in this paragraph) or waiver of our rights hereunder shall not be valid or effective except in a written agreement bearing the physical signature of one of our officers. No purported waiver or modification of this agreement on our part via telephonic or email communications shall be valid.

GENERAL TERMS

If any part of this Terms of Service agreement is held or found to be invalid or unenforceable, that portion of the agreement will be construed as to be consistent with applicable law while the remaining portions of the agreement will remain in full force and effect. Any failure on our part to enforce any provision of this agreement will not be considered a waiver of our right to enforce such provision. Our rights under this agreement survive any transfer or termination of this agreement.

You agree that any cause of action related to or arising out of your relationship with MDP must commence within ONE year after the cause of action accrues. Otherwise, such cause of action is permanently barred.

These Terms of Service and your use of the Site or the Service are governed by the laws of Finland, without regard to conflict of law provisions.

We may assign or delegate these Terms of Service and/or our Privacy Policy, in whole or in part, to any person or entity at any time, with or without your consent. You may not assign or delegate any rights or obligations under the Terms of Service or Privacy Policy without our prior written consent, and any unauthorized assignment or delegation by you is void.

YOU ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS OF SERVICE, UNDERSTAND THE TERMS OF SERVICE, AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. YOU FURTHER ACKNOWLEDGE THAT THESE TERMS OF SERVICE, TOGETHER WITH THE PRIVACY POLICY AT WWW.MACHINERYDEALERPRO.COM/PRIVACY-EN.HTML REPRESENT THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN US AND THAT IT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATIONS BETWEEN US RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.