License Agreement

The MPI Manufacturers Benchmarking Toolkit and/or Manufacturing Executive Summary License Agreement

Please read these terms and conditions carefully. By using this product, you are agreeing to abide by these terms and conditions.

I. License

You (the “Licensee”) are granted a nonexclusive, nontransferable limited license by the MPI Group, Inc. dba the Manufacturing Performance Institute (the “Licensor”) to access and use for your internal use only, the MPI Manufacturers Benchmarking Toolkit (the “Product”) and all associated materials (including, but not limited to, electronic copies of the Manufacturers Report and the Manufacturing Executive Summary). You are granted one license per purchased paper (such as Executive Summary) and the redistribution and/or publication of any of MPIs intellectual property is prohibited.

II. Use and Restrictions

All data provided by Licensor is property of Licensor. It may only be used by on-site employees of your company or by external consultants working on your company’s behalf. You may not decompile or reverse engineer the Product, or make the Product available to simultaneous users, except in accordance with Paragraph III. This license does not cover any use by you of the Product or accompanying materials for the providing or offering of any product or services to others. It is not to be used to provide information processing services or service bureau-type services to any third party. You may not publish, broadcast, sell or otherwise redistribute downloaded information or materials for any commercial purposes without the express written permission of Licensor. The obligations of this paragraph shall survive the termination of this Agreement and shall apply to the Product regardless of its incorporation by Licensee into any other programs not provided by Licensor.

III. Multi-User Licenses and Simultaneous Use

The Product may not be used simultaneously unless a Multi-User License is purchased. Payment of the appropriate fee for access by a specific number of simultaneous users gives the Licensee the right to provide access to that number of simultaneous users only.

IV. Ownership and Copyright

All right, title and interest in and to the Product and accompanying materials are owned by the Manufacturing Performance Institute. You acquire no proprietary interest in the Product, or copies thereof. The Product is protected by copyright laws and international treaty provisions. UNAUTHORIZED REPRODUCTION OR DISTRIBUTION IS SUBJECT TO CIVIL AND CRIMINAL PENALTIES. You may not use the Product in any fashion that infringes copyright or proprietary interests therein, including any patent, trade secret, trademark, or similar intellectual property right.

V. Assignment

Licensee’s rights under this software may not be assigned by Licensee without Licensor’s prior written approval. Licensor may assign this Agreement, in which case this Agreement shall be binding upon Licensor’s assignee.

VI. Termination

This Agreement will terminate immediately without notice from Licensor if Licensee fails to comply with any of its provisions. Upon termination Licensee’s access to Product materials will be revoked, and Licensee is required to destroy any copies of Product materials in Licensee’s possession. Licensee may terminate this agreement at any time by providing written notice to Licensor.

VII. Warranty Disclaimer, Limitation of Remedies and Damages

LICENSEE RECOGNIZES THAT THE LICENSED SOFTWARE IS PROVIDED BY LICENSOR ON AN AS-IS BASIS. NEITHER LICENSOR NOR ANY AFFILIATED COMPANY OF LICENSOR SHALL HAVE ANY LIABILITY WHATSOEVER TO LICENSEE OR ANY OTHER PERSON INCLUDING LICENSEE’S CUSTOMERS FOR OR ON ACCOUNT OF ANY INJURY, LOSS, OR DAMAGE, OF ANY KIND OR NATURE SUSTAINED BY, OR ANY DAMAGE ASSESSED OR ASSERTED AGAINST, OR ANY OTHER LIABILITY INCURRED BY OR IMPOSED UPON LICENSEE OR ANY OTHER PERSON. LICENSORS LIABILITY TO LICENSEE FOR ACTUAL DAMAGES FOR ANY CAUSE WHATSOEVER, AND REGARDLESS OF THE FORM OF THE ACTION, WILL BE LIMITED TO THE AMOUNT PAID FOR THE SOFTWARE THAT CAUSED THE DAMAGES. NEITHER LICENSOR, NOR ANY OF ITS EMPLOYEES, MAKES ANY WARRANTY, EXPRESS OR IMPLIED, OR ASSUMES ANY LEGAL LIABILITY OR RESPONSIBILITY FOR THE ACCURACY, COMPLETENESS, OR USEFULNESS OF ANY DATA PROVIDED AS PART OF THE PRODUCT, OR REPRESENTS THAT ITS USE WOULD NOT INFRINGE PRIVATELY OWNED RIGHTS.

VIII. Governing Laws; Entire Agreement

This License shall be governed by and construed in accordance with the laws of the United States and the State of Ohio. The parties agree that the United Nations Convention on Contracts for the International Sale of Goods (1980), as amended, is specifically excluded from application to this License. If any provision of this License shall be held by a court of competent jurisdiction to be contrary to law, that provision will be enforced to the maximum extent permissible, and the remaining provisions of this License will remain in full force and effect. This License and any executed Addenda constitute the entire agreement between the parties concerning the subject matter. Any waiver or amendment of any provision of this License shall be effective only if in writing and signed by an authorized representative of both parties. The Manufacturing Performance Institute’s offer to grant Licensee this license is expressly limited to the terms of this License, and any proposals for additional or different terms, including but not limited to the terms set forth in any purchase order, are hereby rejected.

IX. Government End Users

If the Product is supplied to the United States Government, the Product is classified as “restricted computer software” as defined in clause 52.227-19 of the FAR. The United States Government’s rights to the Product are as provided in clause 52.227-19 of the FAR.

X. Miscellaneous

Licensee will be responsible for all reasonable and necessary collection costs on unpaid invoices, as well as duties and taxes arising from Product use outside the United States.

XI. Limited Warranty

The Manufacturing Performance Institute warrants for a period of thirty (30) days from the date of purchase of this License that the Product as provided by the Manufacturing Performance Institute will substantially conform to the published specifications for the Product. The Manufacturing Performance Institute’s entire liability and Licensee’s sole and exclusive remedy for any breach of the foregoing limited warranty will be refund of the purchase price. THIS LIMITED WARRANTY IS THE ONLY WARRANTY PROVIDED. THE MANUFACTURING PERFORMANCE INSTITUTE AND ITS LICENSORS EXPRESSLY DISCLAIM ALL OTHER WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT. THE MANUFACTURING PERFORMANCE INSTITUTE DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN THE PRODUCT WILL MEET LICENSEE’S REQUIREMENTS, OR THAT THE OPERATION OF THE PRODUCT WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT DEFECTS IN THE PRODUCT WILL BE CORRECTED. FURTHERMORE, THE MANUFACTURING PERFORMANCE INSTITUTE DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE PRODUCT IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY THE MANUFACTURING PERFORMANCE INSTITUTE, OR AN AUTHORIZED REPRESENTATIVE OF THE MANUFACTURING PERFORMANCE INSTITUTE SHALL CREATE A WARRANTY OR IN ANY WAY INCREASE THE SCOPE OF THIS WARRANTY. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES OR CONDITIONS, SO THE ABOVE EXCLUSION MAY NOT APPLY TO LICENSEE.