MARCOMMUNE Terms of Service
By registering to use the Service you acknowledge that You have read and understood these Terms and have the authority to act on behalf of any person for whom You are using the Service. You are deemed to have agreed to these Terms on behalf of any entity for whom you use the Service.
2. USE OF SOFTWARE
MARCOMMUNE grants You the right to access and use the Service via the Website with the particular user roles available to You according to Your subscription type. This right is non-exclusive, non-transferable, and limited by and subject to this Agreement. You acknowledge and agree that, subject to any applicable written agreement between the Subscriber and the Invited Users, or any other applicable laws:
- the Subscriber determines who is an Invited User and what level of user role access to the relevant organization and Service that Invited User has;
- the Subscriber is responsible for all Invited Users’ use of the Service;
- the Subscriber controls each Invited User’s level of access to the relevant organization and Service at all times and can revoke or change an Invited User’s access, or level of access, at any time and for any reason, in which case that person or entity will cease to be an Invited User or shall have that different level of access, as the case may be;
- if there is any dispute between a Subscriber and an Invited User regarding access to any organization or Service, the Subscriber shall decide what access or level of access to the relevant Data or Service that Invited User shall have, if any.
3. YOUR OBLIGATIONS AND RESPONSIBILITIES
Payment obligations: Apart from the free subscription plan, an Access Fee will be charged to your credit card monthly from the date of subscription for any and all subscriptions You subscribed to for Yourself and/or Your organization. MARCOMMUNE will continue charging YOU the subscription fee(s) monthly until this Agreement is terminated in accordance with clause 8. You are responsible for payment of all taxes in addition to the Access Fee.
Preferential pricing or discounts: You may from time to time be offered preferential pricing or discounts for the Services. Eligibility for such preferential pricing or discounts is conditional upon Your acceptance of responsibility for payment of any Access Fees in relation to all of Your Organizations. Without prejudice to any other rights that MARCOMMUNE may have under these Terms or at law, MARCOMMUNE reserves the right to render invoices for the full (non-discounted) Access Fees due or suspend or terminate Your use of the Service in respect of any or all of Your Organizations in the event that any invoices for those Access Fees are not paid in full by the due date for payment.
General obligations: You must only use the Service and Website for Your own lawful internal business purposes, in accordance with these Terms and any notice sent by MARCOMMUNE or condition posted on the Website. You may use the Service and Website on behalf of others or in order to provide services to others but if You do so you must ensure that You are authorized to do so and that all persons for whom or to whom services are provided comply with and accept all terms of this Agreement that apply to You.
Access conditions: You must ensure that all usernames and passwords required to access the Service are kept secure and confidential. You must immediately notify MARCOMMUNE of any unauthorized use of Your passwords or any other breach of security and MARCOMMUNE will reset Your password and You must take all other actions that MARCOMMUNE reasonably deems necessary to maintain or enhance the security of MARCOMMUNE's computing systems and networks and Your access to the Services. As a condition of these Terms, when accessing and using the Services, You must:
- not attempt to undermine the security or integrity of MARCOMMUNE's computing systems or networks or, where the Services are hosted by a third party, that third party's computing systems and networks;
- not use, or misuse, the Services in any way which may impair the functionality of the Services or Website, or other systems used to deliver the Services or impair the ability of any other user to use the Services or Website;
- not attempt to gain unauthorized access to any materials other than those to which You have been given express permission to access or to the computer system on which the Services are hosted;
- not transmit, or input into the Website, any: files that may damage any other person's computing devices or software, content that may be offensive, or material or Data in violation of any law (including Data or other material protected by copyright or trade secrets which You do not have the right to use); and
- not attempt to modify, copy, adapt, reproduce, disassemble, decompile or reverse engineer any computer programs used to deliver the Services or to operate the Website except as is strictly necessary to use either of them for normal operation.
Usage Limitations: Use of the Service may be subject to limitations, including but not limited to monthly transaction volumes and the number of calls You are permitted to make against MARCOMMUNE’s application programming interface. Any such limitations will be specified within the Service.
Communication Conditions: As a condition of these Terms, if You use any communication tools available through the Website (such as any forum, chat room or message center), You agree only to use such communication tools for lawful and legitimate purposes. You must not use any such communication tool for posting or disseminating any material unrelated to the use of the Services, including (but not limited to): offers of goods or services for sale, unsolicited commercial e-mail, files that may damage any other person's computing devices or software, content that may be offensive to any other users of the Services or the Website, or material in violation of any law (including material that is protected by copyright or trade secrets which You do not have the right to use). When You make any communication on the Website, You represent that You are permitted to make such communication. MARCOMMUNE is under no obligation to ensure that the communications on the Website are legitimate or that they are related only to the use of the Services. As with any other web-based forum, You must exercise caution when using the communication tools available on the Website. However, MARCOMMUNE does reserve the right to remove any communication at any time in its sole discretion.
Indemnity. You indemnify MARCOMMUNE against: all claims, costs, damage and loss arising from Your breach of any of these Terms or any obligation You may have to MARCOMMUNE, including (but not limited to) any costs relating to the recovery of any Access Fees that are due but have not been paid by You.
No Endorsement. MARCOMMUNE is an information provider and does not endorse or recommend any Users of the Services. MARCOMMUNE makes no representation or warranty as to the qualifications or competency of any Users or as to the accuracy or completeness of any User’s work. MARCOMMUNE SHALL HAVE NO RESPONSIBILITY OR LIABILITY OF ANY KIND FOR ANY PROFESSIONAL SERVICES RENDERED BY ANY USER OR ANY OTHER SERVICE PROVIDER YOU ENCOUNTER ON OR THROUGH OUR WEBSITE, AND ANY USE OR RELIANCE ON SUCH PROFESSIONAL SERVICES IS SOLELY AT YOUR OWN RISK.
4. CONFIDENTIALITY AND PRIVACY
Confidentiality: Unless the relevant party has the prior written consent of the other or unless required to do so by law:
- Each party will preserve the confidentiality of all Confidential Information of the other obtained in connection with these Terms. Neither party will, without the prior written consent of the other, disclose or make any Confidential Information available to any person, or use the same for its own benefit, other than as contemplated by these Terms.
- Each party's obligations under this clause will survive termination of these Terms.
- This provision shall not apply to any information which:
- is or becomes public knowledge other than by a breach of this clause;
- is received from a third party who lawfully acquired it and who is under no obligation restricting its disclosure;
- is in the possession of the receiving party without restriction in relation to disclosure before the date of receipt from the disclosing party; or
- is independently developed without access to the Confidential Information.
5. INTELLECTUAL PROPERTY
General: Title to, and all Intellectual Property Rights in the Services, the Website and any documentation relating to the Services remain the property of MARCOMMUNE (or its licensors).
Ownership of Data: Title to, and all Intellectual Property Rights (if any) in, the Data remain Your property. However, Your access to the Data is contingent on full payment of the MARCOMMUNE Access Fee when due. You grant MARCOMMUNE a license to use, copy, transmit, store, and back-up Your information and Data for the purposes of enabling You to access and use the Services and for any other purpose related to provision of services to You. You also grant MARCOMMUNE the right to use the Data anonymously and in the aggregate to improve the Services and provide Services to other customers.
Backup of Data: You must maintain copies of all Data inputted into the Service. MARCOMMUNE adheres to its best practice policies and procedures to prevent data loss, including a daily system data back-up regime, but does not make any guarantees that there will be no loss of Data. MARCOMMUNE expressly excludes liability for any loss of Data no matter how caused.
Third party applications and your Data. If You enable third-party applications for use in conjunction with the Services, You acknowledge that MARCOMMUNE may allow the providers of those third-party applications to access Your Data as required for the interoperation of such third-party applications with the Services. MARCOMMUNE shall not be responsible for any disclosure, modification or deletion of Your Data resulting from any such access by third-party application providers.
Third party content: Content from other users, suppliers, advertisers, and other third parties may be made available to You through the Services. Because MARCOMMUNE does not control such content, You agree that MARCOMMUNE is not responsible for any such content. MARCOMMUNE does not make any guarantees about the accuracy, currency, suitability, or quality of the information in such content, and MARCOMMUNE assumes no responsibility for unintended, objectionable, inaccurate, misleading, or unlawful content made available by other users, advertisers, and other third parties or violation of any third party rights related to such content. The Services may contain links to websites not operated by MARCOMMUNE. MARCOMMUNE is not responsible for the content, products, materials, or practices (including privacy practices) of such websites. You understand that by using the Site and/or Services You may be exposed to third-party websites that You find offensive, indecent or otherwise objectionable. MARCOMMUNE makes no warranty, representation, endorsement, or guarantee regarding, and accept no responsibility for, the quality, content, nature or reliability of third party websites, products or services accessible by hyperlink or otherwise from the Site or Services. MARCOMMUNE provides these links for Your convenience only and does not control such websites. MARCOMMUNE’s inclusion of links to such websites does not imply any endorsement of the materials on such third party websites or any association with their operators. The Services may contain links to websites that are operated by MARCOMMUNE but which operate under different terms. It is Your responsibility to review the privacy policies and Terms of Service of any other website You visit. YOU AGREE THAT IN NO EVENT WILL MARCOMMUNE BE LIABLE TO YOU IN CONNECTION WITH ANY WEBSITES, CONTENT, MATERIALS, OR PRACTICES OF ANY THIRD PARTY.
6. WARRANTIES AND ACKNOWLEDGEMENTS
Authority: You warrant that where You have registered to use the Service on behalf of another person, You have the authority to agree to these Terms on behalf of that person and agree that by registering to use the Service You bind the person on whose behalf You act to the performance of any and all obligations that You become subject to by virtue of these Terms, without limiting Your own personal obligations under these Terms.
Acknowledgement: You acknowledge that:
You are authorized to use the Services and the Website and to access the information and Data that You input into the Website, including any information or Data input into the Website by any person you have authorized to use the Service. You are also authorized to access the processed information and Data that is made available to You through Your use of the Website and the Services (whether that information and Data is Your own or that of anyone else).
MARCOMMUNE has no responsibility to any person other than You and nothing in this Agreement confers, or purports to confer, a benefit on any person other than You. If You use the Services or access the Website on behalf of or for the benefit of anyone other than yourself (whether a body corporate or otherwise) you agree that:
- You are responsible for ensuring that You have the right to do so;
- You are responsible for authorizing any person who is given access to information or Data, and you agree that MARCOMMUNE has no obligation to provide any person access to such information or Data without Your authorization and may refer any requests for information to You to address; and
- You will indemnify MARCOMMUNE against any claims or loss relating to:
- MARCOMMUNE's refusal to provide any person access to Your information or Data in accordance with these Terms,
- MARCOMMUNE’s making available information or Data to any person with Your authorization.
The provision of, access to, and use of, the Services is on an "as is " basis and at Your own risk.
MARCOMMUNE does not warrant that the use of the Service will be uninterrupted or error free. Among other things, the operation and availability of the systems used for accessing the Service, including public telephone services, computer networks and the Internet, can be unpredictable and may from time to time interfere with or prevent access to the Services. MARCOMMUNE is not in any way responsible for any such interference or prevention of Your access or use of the Services.
It is Your sole responsibility to determine that the Services meet the needs of Your business and are suitable for the purposes for which they are used.
You remain solely responsible for complying with all applicable accounting, tax and other laws. It is Your responsibility to check that storage of and access to your Data via the Software and the Website will comply with laws applicable to you (including any laws requiring you to retain records).
Consumer guarantees: You warrant and represent that You are acquiring the right to access and use the Services for the purposes of a business and that, to the maximum extent permitted by law, any statutory consumer guarantees or legislation intended to protect non-business consumers in any jurisdiction does not apply to the supply of the Services, the Website or these Terms.
Warranty Disclaimer . THE SERVICES AND ANY OTHER PRODUCTS AND SERVICES PROVIDED BY MARCOMMUNE TO YOU ARE PROVIDED “AS IS”, “AS AVAILABLE”, WITH ALL FAULTS AND WITHOUT WARRANTIES, REPRESENTATIONS OR CONDITIONS OF ANY KIND. MARCOMMUNE HEREBY DISCLAIMS ALL EXPRESS, IMPLIED, OR STATUTORY WARRANTIES, REPRESENTATIONS OR CONDITIONS, WHETHER WRITTEN OR ORAL, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, NONINFRINGEMENT, SECURITY, RELIABILITY, COMPLETENESS, QUIET ENJOYMENT, ACCURACY, QUALITY, INTEGRATION OR FITNESS FOR A PARTICULAR PURPOSE. MARCOMMUNE DOES NOT WARRANT THAT THE SERVICE WILL OPERATE WITHOUT INTERRUPTION OR BE ERROR FREE.
7. LIMITATION OF LIABILITY
To the maximum extent permitted by law, MARCOMMUNE excludes all liability and responsibility to You (or any other person) in contract, tort (including negligence), or otherwise, for any loss (including loss of information, Data, profits and savings) or damage resulting, directly or indirectly, from any use of, or reliance on, the Service or Website.
If You suffer loss or damage as a result of MARCOMMUNE's negligence or failure to comply with these Terms, any claim by You against MARCOMMUNE arising from MARCOMMUNE's negligence or failure will be limited in respect of any one incident, or series of connected incidents, to the Access Fees paid by You in the previous 12 months.
If You are not satisfied with the Service, Your sole and exclusive remedy is to terminate these Terms in accordance with Termination Clause below.
Trial policy When You first sign up for access to the Services You can evaluate the Services under the defined trial usage conditions, if available at the time of registration,with no obligation to continue to use the Services. If You choose to continue using the Services thereafter, You will be billed from the day You first added Your billing details into the Services. If You choose not to continue using the Services, You may delete Your organization by contacting email@example.com.
Prepaid Subscriptions MARCOMMUNE will not provide any refund for any remaining prepaid period for a prepaid Access Fee subscription.
No-fault termination: These Terms will continue for the period covered by the Access Fee paid or payable by You. At the end of each billing period these Terms will automatically continue for another period of the same duration as that period, provided You continue to pay the prescribed Access Fee when due, unless either party terminates these Terms by giving notice to the other party at least 30 days before the end of the relevant payment period. If You terminate these Terms You shall be liable to pay all relevant Access Fees on a pro-rata basis for each day of the then current period up to and including the day of termination of these Terms.
Breach: If You:
- breach any of these Terms (including, without limitation, by non-payment of any Access Fees) and do not remedy the breach within 14 days after receiving notice of the breach if the breach is capable of being remedied;
- breach any of these Terms and the breach is not capable of being remedied (which includes (without limitation) any breach of any payment of Access Fees that are more than 30 days overdue); or You or Your business become insolvent or Your business goes into liquidation or has a receiver or manager appointed of any of its assets or if You become insolvent, or make any arrangement with Your creditors, or become subject to any similar insolvency event in any jurisdiction,
MARCOMMUNE may take any or all of the following actions, at its sole discretion:
- Terminate this Agreement and Your use of the Services and the Website;
- Suspend for any definite or indefinite period of time, Your use of the Services and the Website;
- Suspend or terminate access to all or any Data.
- Take either of the actions above in respect of any or all other persons whom You have authorized to have access to Your information or Data.
For the avoidance of doubt, if payment of any invoice for Access Fees due in relation to any of Your Billing Contacts, Billing Plans or any of Your Organizations (as defined at clause 3) is not made in full by the relevant due date, MARCOMMUNE may: suspend or terminate Your use of the Service, the authority for all or any of Your Organizations to use the Service, or Your rights of access to all or any Data.
Accrued Rights: Termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination. On termination of this Agreement You will:
- remain liable for any accrued charges and amounts which become due for payment before or after termination; and
- immediately cease to use the Services and the Website.
Expiry or termination: Clauses 3, 4, 5, 6, 7, 8 and 10 survive the expiration or termination of these Terms.
9. HELP DESK
Technical Problems: In the case of technical problems You must make all reasonable efforts to investigate and diagnose problems before contacting MARCOMMUNE. If You still need technical help, please check the support provided online by MARCOMMUNE on the Website or failing that email us at firstname.lastname@example.org.
Service availability: While MARCOMMUNE intends that the Services should be available it is possible that on occasions the Services or Website may be unavailable to permit maintenance or other development activity to take place. If for any reason MARCOMMUNE has to interrupt the Services for longer periods than MARCOMMUNE would normally expect, MARCOMMUNE will use reasonable endeavors to publish in advance details of such activity on the Website.
Waiver: If either party waives any breach of these Terms, this will not constitute a waiver of any other breach. No waiver will be effective unless made in writing.
Delays: Neither party will be liable for any delay or failure in performance of its obligations under these Terms if the delay or failure is due to any cause outside its reasonable control. This clause does not apply to any obligation to pay money.
No Assignment: You may not assign or transfer any rights to any other person without MARCOMMUNE's prior written consent.
Governing law and jurisdiction: The State of Delaware law shall govern this Agreement and You submit to the exclusive jurisdiction of the state courts of Delaware for all disputes arising out of or in connection with this Agreement.
Severability: If any part or provision of these Terms is invalid, unenforceable or in conflict with the law, that part or provision is replaced with a provision which, as far as possible, accomplishes the original purpose of that part or provision. The remainder of this Agreement will be binding on the parties.
Notices: Any notice given under these Terms by either party to the other must be in writing by email and will be deemed to have been given on transmission. Notices to MARCOMMUNE must be sent to email@example.com or to any other email address notified by email to You by MARCOMMUNE. Notices to You will be sent to the email address which You provided when setting up Your access to the Service.
Rights of Third Parties: A person who is not a party to these Terms has no right to benefit under or to enforce any term of these Terms.