Last updated: January 23, 2019
READ THESE TERMS CAREFULLY BEFORE BROWSING THIS WEBSITE. USING THIS WEBSITE AND/OR ANY PART OF THE PLATFORM INDICATES THAT YOU HAVE BOTH READ AND ACCEPTED THESE TERMS. YOU CANNOT USE THIS WEBSITE OR THE PLATFORM IF YOU DO NOT ACCEPT THESE TERMS.
We may modify, suspend or discontinue this website, the Materials and/or elements of the Platform at any time and without notifying you. We may also change, update, add or remove provisions of these Terms from time to time. Because everyone benefits from clarity, we will inform you of any such modifications to these Terms by posting them on this website and, if you have registered with us, by describing the modifications to these Terms in an email that we will send to the address that you provided during registration. To be sure we properly reach your email inbox, we just ask that you let us know if your preferred email address changes at any time after your registration by logging in and updating your account.
If you object to any modifications to these Terms or the Platform, your sole recourse shall be to cease using this website, the Materials and the Platform. Continued use following notice of any such modifications indicates that you acknowledge and agree to be bound by the modifications. Also, please know that these Terms may be superseded by expressly-designated legal notices or terms located on particular pages of our websites. These expressly-designated legal notices or terms are incorporated into these Terms and supersede the provision(s) of these Terms that are designated as being superseded. These Terms may also be superseded by an express written agreement between you and Mattermark.
We invite you to use our websites and Platform solely for your internal business purposes (“Permitted Purposes”). By using our websites or the Platform, you agree that you are at least 18 years of age, or if you are under 18 years of age (a “Minor”), that you are using the website and/or Platform with the consent of your parent or legal guardian and you have received your parent’s or legal guardian’s permission to use the website and/or Platform and agree to these Terms. If you are a parent or legal guardian of a Minor, you agree to bind the Minor to these Terms and to fully indemnify and hold us harmless if the Minor breaches any of these Terms.
In these Terms we are granting you a limited, personal, non-exclusive and non-transferable license to use and to display internally certain Materials and, if applicable, to access and use the Service and/or API; your right to do so is conditioned on your compliance with these Terms. You have no rights in our websites, any Materials or the Platform other than as stated in these Terms and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of our Materials in any manner. If you make copies of any of our Materials while engaging in Permitted Purposes then we ask that you be sure to keep on the copies all of our copyright and other proprietary notices as they appear on the Materials.
Unfortunately, if you breach any of these Terms the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials (and any copies thereof).
PASSWORD RESTRICTED AREAS OF THIS WEBSITE.
We appreciate you visiting this website and allow you to do just that – stop by and leisurely check it out without even registering with us!
However, in order to use the Platform and to access certain password-restricted areas and Materials on our websites, you must successfully register an account with us.
If you want an account with us, you must submit the following information through the account registration page:
- A working email address;
- First and last name;
- Job title;
- Phone number;
- Credit card information; and
You are responsible for complying with these Terms when you use our websites and the Platform, whether directly or through any Subscriber Application (as defined below). Because it is your account, it is your job to obtain and maintain all equipment and services needed for access to and use of our website and the Platform as well as paying related charges. It is also your responsibility to maintain the confidentiality of your password(s) and API Keys. You agree not to share your password, let others access or use your account, or do anything else that might jeopardize the security of your account. Should you believe your password or security for the Platform has been breached in any way, you must immediately notify us.
USING THE PLATFORM.
If you have an account with us and have a current Subscription (as defined below) to use the Service, then subject to your compliance with these Terms, including, without limitation, your payment of all applicable fees, we hereby grant you a limited, revocable, non-transferable non-exclusive, non-sublicensable license to access the Service and internally display the Materials accessible therein, solely for your internal business purposes.
If your current subscription permits you to export certain Materials (including via our Salesforce™ integration feature), then subject to your compliance with these Terms, including, without limitation, your payment of all applicable fees, we hereby grant you an additional limited, revocable, non-transferable non-exclusive, non-sublicensable license to export and display such Materials in the manner and file format(s) that we permit. You may use such exported Materials solely for your internal business purposes and agree that you will not disclose the exported Materials to any third parties or publish the Materials in any manner accessible to third parties. Upon termination of this agreement or your Subscription you must immediately delete and/or destroy the exported Materials and any copies thereof in your possession or control.
If your current Subscription permits you to use the API, then subject to your compliance with our API documentation (“Documentation”) and these Terms, including, without limitation, your payment of all applicable fees, we hereby grant you an additional limited, revocable, non-transferable non-exclusive, non-sublicensable license to access and use the API and the Documentation for the sole purpose interfacing with the Platform and providing Materials to your web-based applications (each a “Subscriber Application”), solely for your own internal business use, and not for timesharing, application service provider or service bureau use. You acknowledge and agree that your use of the API may be subject to volume and other restrictions imposed by us from time to time. We may monitor your use of the API to ensure quality, improve our products and services, and verify your compliance with these Terms and the Documentation.
Each Subscriber Application must maintain 100% compatibility with the Platform. If any Subscriber Application implements an outdated version of the API you acknowledge and agree that such Subscriber Application may not be able to communicate with the Service. You understand that we may cease support of old versions of the API.
Except for the foregoing licenses, you have no other rights in the Platform and you may not modify, edit, copy, reproduce, create derivative works of, reverse engineer, alter, enhance or in any way exploit any of the Materials or Platform in any manner. All rights not granted in these Terms are reserved.
USE AND AVAILABILITY OF THE PLATFORM.
The Platform may be unavailable at certain times, including during any unanticipated or unscheduled downtime or as a result of system failures or force majeure events. If you have a current Subscription, we will use commercially reasonable efforts to provide you with information regarding any such interruptions and the restoration of use of, and access to, the Platform following any interruption.
You acknowledge and agree that we obtain data for the Service from third parties, and that such sources may become temporarily or permanently unavailable. We believe such sources and data to be reliable but we have not necessarily verified the accuracy or completeness of such third party data. We reserve the right to modify and update the Service from time to time, including the addition and removal of data elements and Materials provided in connection with the Service.
We may temporarily or permanently suspend your access to any portion or all of the Platform if we reasonably determines that: (a) there is a threat or attack on the Platform (including a denial of service attack) or other event that may create a risk to the Platform or users of the Platform; (b) your use of the Platform disrupts or poses a security risk to the Platform or any other user of the Platform, may harm our systems, or may subject us or any third party to liability; (c) you are using the Platform for fraudulent or illegal activities; (d) you are using the Platform in breach of these Terms (including, without limitation, using the data other than for internal purposes); (e) you have ceased to continue your business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of your assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution or similar proceeding; or (f) there is an unusual spike or increase in your use of the Platform (collectively, “Service Suspensions”). If you are an affected subscriber, we will make commercially reasonable efforts, circumstances permitting, to provide written notice of any Service Suspension to you. We will have no liability for any damage, liabilities, losses (including any loss of data or profits) or any other consequences that you may incur as a result of any Service Suspension.
You hereby agree to notify us if you become aware that the Platform or any part thereof is being used for any illegal or unauthorized purpose.
You agree to pay all applicable fees related to your use of our websites and/or the Platform, all of which are described fully on our site or as otherwise communicated by us. All payments will be made in US Dollars. We may suspend or terminate your account and/or access to the Platform and our websites if your payment is late and/or your offered payment method (e.g., credit card) cannot be processed. By providing a payment method, you expressly authorize us and/or our third party payment processor to charge the applicable fees on said payment method as well as taxes and other charges incurred thereto at regular intervals, all of which depend on your particular membership and utilized services. You agree that we may invoice you any unpaid fees.
When you sign up for a subscription to use the Platform (“Subscription”), we will charge your credit card for your first fee on the date that we process the order for your Subscription (or if you sign-up for a Subscription that includes a free-trial period, we will charge your credit or debit card for your first Subscription fee upon your transition to a paid Subscription).
IMPORTANT NOTICE: Unless you cancel prior to the expiration of your current Subscription, we will automatically renew your Subscription on each monthly or yearly (depending on the Subscription you have chosen) anniversary of the date that we charged your credit card for the first Subscription fee and, we will charge your credit card with the applicable renewal Subscription fee and any Taxes (as defined below) that may be imposed on such fee payment. Yearly Subscriptions must be cancelled at least 45 days prior to the anniversary date, while monthly subscriptions can be cancelled at any time prior to the monthly renewal date. You may cancel your membership by logging into your account and clicking the “Cancel my Account” button; provided that any Subscription fees charged prior to the effective date of cancellation will not be refunded, in whole or in part.
All fees are exclusive of any applicable sales, use, import or export taxes, duties, fees, value-added taxes, tariffs or other amounts attributable to your use of the Platform (collectively, “Taxes”). You are solely responsible for the payment of any such Taxes. In the event we are required to pay Taxes on your behalf, you shall promptly reimburse us for all amounts paid.
By using our websites and/or the Platform, you consent to receiving electronic communications from us. These electronic communications may include notices about applicable fees and charges, transactional information and other information concerning or related to the website and/or Platform. These electronic communications are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send you electronically will satisfy any legal communication requirements, including that such communications be in writing.
LINKS TO THIRD-PARTY SITES.
We think links are convenient, and we sometimes provide links from our websites and the Platform to third-party websites. If you use these links, you will leave our website. We are not obligated to review any third-party websites that we link to, we do not control any of the third-party websites, and we are not responsible for any of the third-party websites (or the products, services, or content available through any of them). Thus, we do not endorse or make any representations about such third-party websites, any information, software, products, services, or materials found there or any results that may be obtained from using them. If you decide to access any of the third-party websites linked to from a website or the Platform, you do this entirely at your own risk and you must follow the privacy policies and terms and conditions for those third-party websites. Certain areas of our websites may allow you to interact and/or conduct transactions with one or more third-party websites, and, if applicable, allow you to configure your privacy settings in that third-party website account to permit your activities on our website or the Platform to be shared with your contacts in your third-party site account.
Certain areas of our websites and the Service (e.g., blogs, chat rooms or customer ratings and review areas) may permit you to submit feedback, information, data, text, software, messages, or other materials (each, a “User Submission”). You agree that you are solely responsible for all of your User Submissions and that any such User Submission is considered both non-confidential and non-proprietary. Further, we do not guarantee that you will be able to edit or delete any User Submission you have submitted.
By submitting any User Submission, you are promising us that:
- You own all rights in your User Submission (including, without limitation, all rights to the reproduction and display of your User Submission) or, alternatively, you have acquired all necessary rights in your User Submission to enable you to grant to us the rights in your User Submission as described in these Terms;
- You have paid and will pay in full all license fees, clearance fees, and other financial obligations, of any kind, arising from any use or commercial exploitation of your User Submission;
- Your User Submission does not infringe the copyright, trademark, patent, trade secret, or other intellectual property rights, privacy rights, or any other legal or moral rights of any third party;
- You voluntarily agree to waive all “moral rights” that you may have in your User Submission;
- Any information contained in your User Submission is not known by you to be false, inaccurate, or misleading;
- Your User Submission does not violate any law (including, but not limited to, those governing export control, consumer protection, unfair competition, anti-discrimination, or false advertising);
- Your User Submission is not, and may not reasonably be considered to be, defamatory, libelous, hateful, racially, ethnically, religiously, or otherwise biased or offensive, unlawfully threatening, or unlawfully harassing to any individual, partnership, or corporation, vulgar, pornographic, obscene, or invasive of another’s privacy;
- You were not and will not be compensated or granted any consideration by any third party for submitting your User Submission;
- Your User Submission does not incorporate materials from a third-party website, or addresses, email addresses, contact information, or phone numbers (other than your own);
- Your User Submission does not contain any viruses, worms, spyware, adware, or other potentially damaging programs or files;
- Your User Submission does not contain any information that you consider confidential, proprietary, or personal; and
- Your User Submission does not contain or constitute any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of solicitation.
By submitting a User Submission, you grant to us an irrevocable, perpetual, transferable, non-exclusive, fully-paid, worldwide, royalty-free license (sublicensable through multiple tiers) to:
- Use, distribute, reproduce, modify, adapt, make derivative works from, publish, translate, publicly perform, and publicly display your User Submissions (or any modification thereto), in whole or in part, in any format or medium now known or later developed;
- Use (and permit others to use) your User Submission in any manner and for any purpose (including, without limitation, commercial purposes) that we deem appropriate in our sole discretion (including, without limitation, to incorporate your User Submission or any modification thereto, in whole or in part, into any technology, product, or service);
- Display advertisements in connection with your User Submissions and to use your User Submissions for advertising and promotional purposes.
We may, but are not obligated to, pre-screen User Submissions or monitor any area of our websites and the Platform through which User Submissions may be submitted. We are not required to host, display, or distribute any User Submissions and may remove at any time or refuse any User Submissions for any reason. We are not responsible for any loss, theft, or damage of any kind to any User Submissions. Further, you agree that we may freely disclose your User Submission to any third party absent any obligation of confidence on the part of the recipient.
To be clear, we authorize your use of our websites and the Platform only for Permitted Purposes or as otherwise permitted under these Terms. Any other use beyond such purposes is prohibited and, therefore, constitutes unauthorized use of our websites and Platform. This is because as between you and us, all rights in our websites and Platform remain our property.
Unauthorized use may result in violation of various United States and international copyright laws. Because we prefer keeping this relationship drama-free, we want to give you examples of things to avoid. So, unless you have written permission from us stating otherwise, you are not authorized to use our websites or the Platform in any of the following ways (these are examples only and the list below is not a complete list of everything that you are not permitted to do):
- For any public or commercial purpose which includes use of our website or any element of the Platform on another site or through a networked computer environment;
- In a manner that modifies, publicly displays, publicly performs, reproduces or distributes any of Materials, the Service or the API;
- In a manner that violates any local, state, national, foreign, or international statute, regulation, rule, order, treaty, or other law;
- To stalk, harass, or harm another individual;
- To exploit, harm or attempt to exploit or harm minors;
- To send, knowingly receive, upload, download, use or re-use any material through our websites without our prior written content, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.
- To modify, adapt, sublicense, translate, sell, reverse engineer, decipher, decompile or otherwise disassemble any portion of our websites or the Platform, or cause others to do so.
- To impersonate any person or entity or otherwise misrepresent your affiliation with a person or entity;
- To interfere with or disrupt the Platform or the servers or networks connected to the Platform;
- To use any data mining, robots, or similar data gathering or extraction methods in connection with the Platform; or
- Attempt to use the Platform in a way that is intended to avoid incurring fees or exceed usage limits;
- Attempt to gain unauthorized access to any portion of our websites and/or the Platform, or any other accounts, computer systems, or networks associated with the Platform, whether through hacking, password mining, or any other means.
You alone are responsible for any violation of these Terms by you or anyone you permit to use your account. You agree to indemnify and hold us and our officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) that we or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your Subscriber Application, your use of the any part of the Platform, or the use of any part of the Platform by any person using your account (including without limitation, any of your Submissions) violates any applicable law, regulation, or the copyrights, trademark rights or other rights of any third-party. We reserve the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you and, in such case, you agree to cooperate with our defense of such claim.
The Platform and all Materials are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in these terms, we and our licensors exclusively own all right, title and interest in and to the Platform, all Materials, and all intellectual property rights therein, including, but not limited to: (i) the information, features, text, content, files, graphics, art work, icons, audio, sounds, copyrighted text, works of authorship, descriptions, and user and visual interfaces; (ii) the Platform; (iii) the design, appearance, structure, selection, coordination, expression, look and feel, and arrangement of the Platform; and (iv) the domain names, trademarks, service marks, proprietary logos and other distinctive brand features found on, or in, our websites and the Platform. You will not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying our websites, the Platform or any part thereof.
INTELLECTUAL PROPERTY INFRINGEMENT.
We respect the intellectual property rights of others and encourage you to do the same. Accordingly, we have a policy of removing User Submissions that violate intellectual property rights of others, suspending access to our websites (or any portion thereof) to any user who uses our websites in violation of someone’s intellectual property rights, and/or terminating in appropriate circumstances the account of any user who uses the our websites in violation of someone’s intellectual property rights.
Pursuant to Title 17 of the United States Code, Section 512, we have implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright or other intellectual property right is being infringed by a user of this Website, please provide written notice to our Agent for notice of claims of infringement:
Mattermark Holding Co.
61 Moraga Way, Suite 6
Orinda, CA 94563
Attn: Eric Milliken
To be sure the matter is handled immediately, your written notice must:
- Contain your physical or electronic signature;
- Identify the copyrighted work or other intellectual property alleged to have been infringed;
- Identify the allegedly infringing material in a sufficiently precise manner to allow us to locate that material;
- Contain adequate information by which we can contact you (including postal address, telephone number, and e-mail address);
- Contain a statement that you have a good faith belief that use of the copyrighted material or other intellectual property is not authorized by the owner, the owner’s agent or the law;
- Contain a statement that the information in the written notice is accurate; and
- Contain statement, under penalty of perjury, that you are authorized to act on behalf of the copyright or other intellectual property right owner.
Unless the notice pertains to copyright or other intellectual property infringement, the Agent will be unable to address the listed concern.
Submitting a DMCA Counter-Notification
We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a validly received Digital Millennium Copyright Act (“DMCA”) take-down notice. In response, you may provide our Agent with a written counter-notification that includes the following information:
- Your physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
- A statement from you under the penalty of perjury, that you have a good faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
- Your name, physical address and telephone number, and a statement that you consent to the jurisdiction of a court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be located, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.
Please note that if you knowingly materially misrepresent that material or activity on our websites or Platform is infringing your copyright, you may be held liable for damages.
Termination of Repeat Infringers
We reserve the right, in our sole discretion, to terminate the account or access of any user of our websites or Platform who is the subject of repeated DMCA or other infringement notifications.
DISCLAIMER OF WARRANTIES.
THE PLATFORM AND ALL MATERIALS PROVIDED IN CONNECTION WITH OUR WEBSITES AND THE PLATFORM IS PROVIDED STRICTLY ON AN “AS IS” BASIS. WE DO NOT WARRANT THE COMPLETENESS OR ACCURACY OF DATA PROVIDED, AND YOU SHOULD INDEPENDENTLY VERIFY SUCH INFORMATION. DATA PROVIDED ON OR THROUGH OUR WEBSITES OR THE PLATFORM IS FOR GENERAL INFORMATION ONLY, AND DOES NOT CONSTITUTE INVESTMENT ADVICE. NOTHING ON OR RECEIVED THROUGH OUR PLATFORM CONSTITUTES EITHER AN OFFER TO SELL OR AN OFFER TO PURCHASE SECURITIES. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, SATISFACTORY RESULTS, OR NON-INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY MATTERMARK, OUR SUPPLIERS AND OUR LICENSORS.
WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, WE MAKE NO WARRANTY THAT YOUR USE OF OUR WEBSITES OR THE PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE OR THAT DEFECTS WILL BE CORRECTED. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU THROUGH THIS WEBSITE OR FROM US OR OUR SUBSIDIARIES/OTHER AFFILIATED COMPANIES SHALL CREATE ANY WARRANTY. WE DISCLAIM ALL EQUITABLE INDEMNITIES.
LIMITATION OF LIABILITY.
YOUR EXCLUSIVE REMEDY AND OUR AND OUR SUPPLIERS’ AND LICENSORS’ TOTAL AGGREGATE LIABILITY RELATING TO, ARISING OUT OF, IN CONNECTION WITH, OR INCIDENTAL TO THESE TERMS, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY OR ANY OTHER CLAIM SHALL NOT EXCEED THE AGGREGATE AMOUNTS PAID BY YOU AND RECEIVED BY US HEREUNDER DURING THE TWELVE MONTHS IMMEDIATELY PRECEDING THE APPLICABLE CLAIM. THE EXISTENCE OF MULTIPLE CLAIMS OR SUITS UNDER OR RELATED TO THIS AGREEMENT WILL NOT ENLARGE OR EXTEND THIS LIMITATION OF DAMAGES. THE PROVISIONS OF THIS SECTION DO NOT WAIVE OR LIMIT OUR ABILITY TO OBTAIN INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR BREACH OF THESE TERMS.
IN NO EVENT WILL WE BE LIABLE FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL, INDIRECT OR PUNITIVE DAMAGES, OR LOST PROFITS OR LOST REVENUE ARISING OUT OF OR RELATED TO THE SUBJECT MATTER OF THESE TERMS OR THE USE OF OR INABILITY TO USE THE PLATFORM. THE FOREGOING EXCLUSION AND LIABILITY LIMITATIONS APPLY EVEN IF SUCH WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
LOCAL LAWS; EXPORT CONTROL.
We control and operate the Platform from our headquarters in the United States of America and the entirety of the Platform may not be appropriate or available for use in other locations. If you use our websites or the Platform outside the United States of America, you are solely responsible for following applicable local laws.
Any submissions by you to us (e.g., comments, questions, suggestions, materials – collectively, “Feedback”) through any communication whatsoever (e.g., call, fax, email) will be treated as both non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and we are free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that we are not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
We make available a Mobile Application that permits users to access the Service via a mobile device. To use the Mobile Application you must have a mobile device that is compatible with the mobile service. We do not warrant that the Mobile Application will be compatible with your mobile device. Subject to the terms and conditions contained herein, we hereby grant to you a non-exclusive, non-transferable, revocable license to use an object code copy of the Mobile Application for one registered Account on one mobile device owned or leased solely by you, solely for your use in accessing and internally displaying the Materials (as defined below). You may not: (i) modify, disassemble, decompile or reverse engineer the Mobile Application, except to the extent that such restriction is expressly prohibited by law; (ii) rent, lease, loan, resell, sublicense, distribute or otherwise transfer the Mobile Application to any third-party or use the Mobile Application to provide time sharing or similar services for any third-party; (iii) make any copies of the Mobile Application; (iv) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Mobile Application, features that prevent or restrict use or copying of any content accessible through the Mobile Application, or features that enforce limitations on use of the Mobile Application; or (v) delete the copyright and other proprietary rights notices on the Mobile Application. You acknowledge that we may from time to time issue upgraded versions of the Mobile Application, and may automatically electronically upgrade the version of the Mobile Application that you are using on your mobile device. You consent to such automatic upgrading on your mobile device, and agree that these Terms will apply to all such upgrades. The foregoing license grant is not a sale of the Mobile Application or any copy thereof, and we and our third-party licensors or suppliers retain all right, title, and interest in and to the Mobile Application (and any copy of the Mobile Application). Standard carrier data charges may apply to your use of the Mobile Application.
The following additional terms and conditions apply with respect to any Mobile Application that we provide to you designed for use on an Apple iOS-powered mobile device (an “iOS App”):
- You acknowledge that these Terms are between you and us only, and not with Apple, Inc. (“Apple”).
- Your use of our iOS App must comply with Apple’s then-current App Store Terms of Service.
- We, and not Apple, are solely responsible for our iOS App and the services and content available thereon. You acknowledge that Apple has no obligation to provide maintenance and support services with respect to our iOS App. To the maximum extent permitted by applicable law, Apple will have no warranty obligation whatsoever with respect to our iOS App.
- You agree that we, and not Apple, are responsible for addressing any claims by you or any third-party relating to our iOS App or your possession and/or use of our iOS App, including, but not limited to: (i) product liability claims; (ii) any claim that the iOS App fails to conform to any applicable legal or regulatory requirement; and (iii) claims arising under consumer protection or similar legislation, and all such claims are governed solely by these Terms and any law applicable to us as provider of the iOS App.
- You agree that we, and not Apple, shall be responsible, to the extent required by these Terms, for the investigation, defense, settlement and discharge of any third-party intellectual property infringement claim related to our iOS App or your possession and use of our iOS App.
- You represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
- You agree to comply with all applicable third-party terms of agreement when using our iOS App (e.g., you must not be in violation of your wireless data service terms of agreement when using the iOS App).
The parties agree that Apple and Apple’s subsidiaries are third-party beneficiaries to these Terms as they relate to your license of our iOS App. Upon your acceptance of these Terms, Apple will have the right (and will be deemed to have accepted the right) to enforce these Terms against you as they relate to your license of the iOS App as a third-party beneficiary thereof.
We think direct communication resolves most issues – if we feel that you are not complying with these Terms, we will tell you. We will even provide you with recommended necessary corrective action(s) because we value this relationship.
However, certain violations of these Terms, as determined by us, may require immediate termination of your access to our websites without prior notice to you. California state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Except for disputes subject to arbitration as described above, any disputes relating to these Terms or the Platform will be heard in courts located in San Francisco, California. If any of these Terms are deemed inconsistent with applicable law, then such term(s) shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. By choosing not to enforc any of these Terms, we are not waiving our rights. These Terms are the entire agreement between you and us and, therefore, supersede all prior or contemporaneous negotiations, discussions or agreements between you and us about this website and the Platform. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
If you have any questions about these Terms or otherwise need to contact us for any reason, you can reach us at email@example.com.
Please note that, per these revised Terms, the terms of applicable express written agreements between you and Mattermark will supersede this online Terms until those express written agreements are modified in accordance their terms.