User Terms of Service
This Terms of Service and Data Usage Agreement (this “Agreement”) is a binding contract between you or (if you are an Authorized User as defined below) the organization you represent (“User,” “you,” or “your”) and Marveri, Inc. (“Marveri,” “we,” “our,” or “us”; together with User, the “Parties”).
To summarize the purpose of this Agreement: Pursuant to the terms and conditions herein, you are providing us with certain documents, data and/or information for the purpose of review and analysis using our proprietary legal document review technology, by which Marveri may identify certain potential legal or other issues or information therein. Among other matters, this Agreement governs your provision of such documents, data and/or information, Marveri’s review and analysis of such documents, data and/or information using our proprietary technology, your rights and obligations with respect to the use of our systems and documentation, and our rights to use such documents, data and/or information as part of such review and analysis and thereafter to improve the services that our platform delivers, all subject to our obligation to hold such documents, data and/or information confidential as provided herein. For your awareness, such usage may include development, testing, implementation, delivery and other legitimate business purposes related to our technology.
Marveri expressly agrees herein that we will not use your documents, data and/or information to train any artificial intelligence, machine learning, large language models, or other similar algorithms.
This agreement is expressly subject to and controlled by any User Agreement (as defined below) which may be in place from time to time.
THIS AGREEMENT TAKES EFFECT WHEN YOU CHECK THE CHECKBOX INDICATING YOUR AGREEMENT TO THESE TERMS OR WHEN YOU PROVIDE YOUR DATA (AS SUCH TERM IS DEFINED HEREIN) TO US THROUGH THE SYSTEM (the “Effective Date”). BY CHECKING SUCH CHECKBOX OR BY OTHERWISE PROVIDING US WITH YOUR DATA, YOU (A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, POWER, AND AUTHORITY TO ENTER INTO THIS AGREEMENT AND, IF ENTERING INTO THIS AGREEMENT FOR AN ORGANIZATION, THAT YOU HAVE THE LEGAL AUTHORITY TO BIND THAT ORGANIZATION; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS.
IF YOU DO NOT AGREE TO THESE TERMS, YOU SHALL NOT PROVIDE US WITH YOUR DATA.
Definitions. When used in this Agreement, the following capitalized terms shall have the meanings set forth below:
“Affiliate” means any person or entity that, directly or indirectly, controls, is controlled by, or is under common control with a person or entity. For this purpose, “control” means the possession of the power to direct, or to cause the direction of, the day-to-day management, operation, and policies of any given person or entity.
“Aggregated Statistics” has the meaning given to such term in Section 2(h) (Aggregated Statistics).
“Applicable Law” means, with respect to a person or entity, any and all (i) laws, ordinances, constitutions, regulations, statutes, treaties, rules, codes, licenses, certificates, franchises, permits, principles of common law, requirements and orders adopted, enacted, implemented, promulgated, issued, entered or deemed applicable by or under the authority of any governmental body, quasi-governmental body, court, arbitral tribunal or other governing body (including professional conduct organizations) having jurisdiction over a specified person or entity or any of such person’s or entity’s properties or assets, and (ii) any other regulations, rules, issuances or guidance of professional conduct which, if not complied with, could create material risk or liability for such person or entity.
“Authorized Agent” means a User Agent (i) who is authorized by User to access and use the Service under the rights granted to User pursuant to this Agreement, (ii) who is legally obligated to use the Service and Service-Provided Data solely in accordance with the terms of this Agreement, and (iii) for whom access to the Service has been legitimately obtained hereunder (including, if applicable, by way of full payment of all required Fees).
“Data” means any information, content, or other data, in any form or medium.
“Documentation” means Marveri’s user manuals, handbooks, and guides relating to the Service provided by Marveri to User and/or its Authorized Agent either electronically or in hard copy form, including end user documentation relating to the Service.
“Elected Service Termination” has the meaning given to such term by Section 5(b) (Fees and Payment; Access Suspensions).
“Evaluation Services” means access to the Service (i) provided at no charge (or no material charge) for an early access, free trial or similar evaluation period, or (ii) to the extent such Service is not generally available to customers (including, without limitation, any access designated as alpha, beta, pilot, evaluation, trial, limited release, early access, or the like).
“Fees” has the meaning given to such term by Section 5(a) (Fees and Payment; Access Suspensions).
“Marveri IP” means the Service (including all software and technology forming any part of, or used to provide, the Service), all Processed Data (excluding any User Data), the Documentation, and all Data (including Service-Provided Data) and other intellectual property provided to User or any other User Agent in connection with the foregoing. Without limiting the generality of the foregoing, Marveri IP includes Aggregated Statistics and any information, Data, or other content derived from Marveri’s monitoring of User’s access to or use of the Online Services, but (other than pursuant to the license provided herein) does not include User Data.
“Processed Data” means Data generated by Marveri by processing, calculating, running analytics on, and/or making inferences from Data, including User Data.
“Permitted Reporting” means the disclosure by Marveri of (i) Regulated Data, in accordance with the requirements of Section 3 (Confidential Information), or (ii) any User Data, Aggregated Statistics, Regulated Data, and/or Processed Data to one or more specific third-parties, as agreed to in advance by User (including any Authorized Agent who has been designated by User for such purpose), whether in writing or through “click-wrap” agreements or other electronic agreement granted through the Service.
“Permitted Use” means any use (i) to the extent reasonably necessary for Marveri to produce Processed Data and/or otherwise provide the Service to User and any Authorized Agent (including, without limitation, uploading or transmitting to third-parties, via APIs or otherwise); (ii) in respect of or related to Marveri’s legitimate internal business purposes directly related to the Service, such as development, testing, improving, implementation, delivery or other activities directly related to the Service; or (iii) to the extent reasonably necessary for Permitted Reporting. For the avoidance of doubt, (x) Permitted Use includes the storing of the Data collected from or on User and/or User Agents for at least as long as is necessary for the purpose(s) described in the foregoing or to meet Marveri’s legal, regulatory, or other compliance obligations imposed under Applicable Law, (y) Permitted Use does not include any usage which would breach Marveri’s confidentiality obligations to User pursuant to Section 3 (Confidential Information), and (z) Permitted Use does not include the training of any artificial intelligence, machine learning, large language models, or other similar algorithms.
“Regulated Data” means any Data, information, classification, categorization, status, permit, or license, and information related thereto, pertaining to a User that is (i) required under Applicable Law to be disclosed, calculated, obtained, or maintained and (ii) is available or required to be made available to the public without obligations of confidentiality.
“Service” means the service currently provided or contemplated by Marveri, including (without limitation) (i) the collection, storing and indexing of User Data, (ii) the review and analysis of User Data using Marveri’s technology, (iii) intaking, checking, validating, indexing, review, analysis and/or applying rules to User Data by Marveri through the use of its technology in order to generate Processed Data, and (iv) other actions and technology provided by Marveri in relation to the foregoing.
“Service-Provided Data” means any Data (including Aggregated Statistics, Regulated Data, and Processed Data) provided to User or any User Agent as a result of or in relation to the Service.
“Term” has the meaning given to such term in Section 10(a) (Term).
“User Agreement” means a formal and binding agreement in writing executed between Marveri and User which sets forth certain terms and conditions of User and/or each Authorized User’s usage of the Service.
“User Agent” means User and User’s employees, consultants, contractors, agents and other representatives and any other person or entity who access and/or uses (or purports to access and/or use) the Service under or via the access or rights granted to User pursuant to this Agreement.
“User Data” means all Data transmitted, input to or otherwise provided to Marveri by User in connection with the Service, including (without limitation) any (i) certificate of incorporation, bylaws, shareholder agreement, employment, tax, or other company documents or drafts thereof, (ii) information regarding the capitalization of such User and/or its Affiliates, including information regarding the stockholders or other equity owners thereof, and (iii) other Data about the User, its activities, business, ownership, organization or otherwise. For the avoidance of doubt, User Data does not include (x) Regulated Data or Aggregated Statistics, or (y) Processed Data, except to the extent that such Processed Data includes User-Specific Data.
“User-Specific Data” means Data that identifies User or User’s Confidential Information or otherwise reveals Data specific to User and/or an Authorized Agent.
Service, License and Data Usage.
Provision of Access. Subject to and conditioned on your payment of required Fees (if any) and compliance with all other terms and conditions of this Agreement, Marveri hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, limited right to access and use the Service during the Term (as defined below) solely for your internal business operations by an Authorized Agent in accordance with the terms and conditions herein. In its sole discretion in accordance with the terms and conditions contained in this Agreement, Marveri will provide you the necessary passwords and access credentials to allow you to access the Service; you agree to keep (and cause all User Agents to keep) all passwords and access credentials associated with the Service confidential. You will not sell or transfer them to any other person or entity, nor permit any usage or access of the Service or the Documentation provided through your access credentials by anyone other than you and your Authorized Agents. You will promptly notify us of any unauthorized access to your passwords or access credentials.
Other Licenses. Subject to the terms and conditions contained in this Agreement, Marveri hereby grants you a non-exclusive, non-sublicensable, non-transferable license for you and your Authorized Agents to use (i) the Documentation during the Term solely for your internal business purposes in connection with use of the Service, and (ii) in perpetuity subject to the restrictions set forth in Section 2(c) (Use Restrictions of User), the Service-Provided Data specifically provided to User or User’s Authorized Agents through use of the Service, in each case, in accordance with the terms and conditions set forth herein.
Use Restrictions of User.
Except as specifically provided otherwise in Section 2(c)(ii) with respect to Service-Provided Data, User shall not use, and shall not permit any User Agent or any other third-party to use, the Marveri IP, the Service, any software component of the Service, or Documentation for any purposes beyond the scope of the access granted in this Agreement. You shall not at any time, directly or indirectly, and shall not permit any User Agent to: (i) copy, modify, or create derivative works of the Marveri IP, the Service, any software component of the Service, or Documentation, in whole or in part; (ii) rent, lease, lend, sell, license, sublicense, assign, distribute, publish, transfer, or otherwise make available the Marveri IP, the Service or Documentation except as expressly permitted under this Agreement; (iii) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to any software component of the Marveri IP or the Service, in whole or in part; (iv) remove any proprietary notices from the Marveri IP, Service or Documentation; (v) use or access the Marveri IP, the Service or Documentation to develop a product or service that is, directly or indirectly, competitive with any Marveri IP or the Service, or engage in competitive analysis or benchmarking; (vi) modify, adapt or hack the Marveri IP or the Service, or otherwise attempt to probe, scan, test or gain or allow unauthorized access to the Mareri IP or the Service or their related systems or networks; or (vii) use the Marveri IP, the Service or Documentation in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that is otherwise unlawful, fraudulent, offensive, obscene, or violates any Applicable Law, as further described and set forth in Marveri’s current (at the time of such use) acceptable use policy, as may be amended from time to time, which is incorporated herein by reference.
Without otherwise limiting the restrictions set forth in Section 5(c)(i), to the extent User and/or Authorized Agents are provided Service-Provided Data through the Service, such User and/or Authorized Agents may, to the extent related to such User’s legitimate business purposes:
copy, modify, or create derivative works of such Service-Provided Data, in whole or in part; and
transfer or otherwise make available such Service-Provided Data to its employees, representatives, contractors or other agents (including, for the avoidance of doubt, outside service providers) who have a need to have such Service-Provided Data in connection with such legitimate business purpose; provided, that (I) the Service-Provided Data so transferred or made available shall not be modified in any manner, and shall be clearly marked as Service-Provided Data received through the use of the Service and subject to the terms and conditions of this Agreement, and (II) User shall be responsible and liable for the acts or omissions of any recipients of such Service-Provided Data that constitute a breach of any of the terms and conditions of this Agreement as if such acts or omissions were the acts or omissions of User.
Suspension. Notwithstanding anything to the contrary in this Agreement, Marveri may temporarily or permanently suspend or terminate User’s, any User Agent, or any other party’s access to any portion or all of the Service at any time if, in the reasonable judgment of Marveri: (i) to the extent the Service is being offered to User and/or an Authorized Agent as Evaluation Services; (ii) Marveri reasonably determines that (A) there is a threat or attack on any of the Marveri IP; (B) such User’s or other User Agent’s use of the Marveri IP disrupts or poses a security risk to the Marveri IP or to any other user or vendor of Marveri; (C) User or any User Agent is using the Marveri IP for fraudulent or illegal activities, or other usage in violation of this Agreement (including, without limitation, the restrictions set forth in Section 2(c) (Use Restrictions of User)); (D) subject to Applicable Law, User has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (E) Marveri’s provision of the Service to User or any User Agent is prohibited by Applicable Law; (iii) any vendor of Marveri has suspended, terminated, or otherwise made impractical Marveri’s access to or use of any third-party services or products required to enable User to access, or Marveri to deliver, the Service; or (iv) in accordance with Section 5 (Fees and Payment) (any such suspension described in subclause (a)(i), (a)(ii), (a)(iii) or (b), a “Service Suspension”). Marveri will have no liability for any damage, liabilities, losses (including any loss of or profits), or any other consequences that User or any User Agent may incur as a result of a Service Suspension.
License and Usage of Data. Solely for the Permitted Use, User hereby grants, on behalf of itself and its Affiliates, Marveri a non-exclusive, non-sublicensable (except in compliance with Section 2(f) (Sublicensing)), perpetual, worldwide and royalty-free license to reproduce, distribute, modify, and otherwise use and display, and perform all acts (including, without limitation, uploading or transmitting to third-parties, via APIs or otherwise) with respect to User Data. For the avoidance of doubt, the foregoing shall not permit the use of User Data for, and Marveri expressly agrees that it shall not use User Data for, the training of any artificial intelligence, machine learning, large language models, or other similar algorithms.
Sublicensing. User hereby grants to Marveri the right to grant sublicenses (which right shall include the right to grant further sublicenses) under the license rights granted under Section 2(e) (License and Usage of Data) to Marveri’s Affiliates and subcontractors. Marveri’s right to grant sublicenses under this Agreement is subject to the following: (i) no sublicense may exceed the scope of rights granted to Marveri under this Agreement; and (ii) Marveri shall be responsible and liable for the acts or omissions of such sublicensees that constitute a breach of any of the terms and conditions of this Agreement as if such acts or omissions were the acts or omissions of Marveri.
Use Restrictions of Marveri. Marveri shall only use the User Data for the Permitted Use and, other than to the extent required in respect of such Permitted Use (including for Permitted Reporting), shall not disclose, release, distribute, or deliver User Data, or any portion thereof, to any third party (other than vendors and subcontractors providing services or products used to enable User (or other User Agents) to access, or Marveri to provide, the Service) without User’s prior consent. Any purpose or use not specifically authorized herein is prohibited unless otherwise agreed to by User.
Aggregated Statistics. Without limitation to the license set forth in this Section 2(e) (License and Usage of Data), and notwithstanding anything to the contrary in this Agreement, Marveri may monitor User’s use of the Service and collect and compile Service-Provided Data and other Data related to User’s use of the Service to be used by Marveri in an aggregated and anonymized manner, including to compile statistical and performance information related to the provision, operation and improvement of the Service (“Aggregated Statistics”). As between Marveri and User, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Marveri. You acknowledge that Marveri may compile Aggregated Statistics based on User Data input into the Service. You agree that Marveri may (i) make Aggregated Statistics publicly available in compliance with Applicable Law, provided that such Aggregated Statistics do not reveal User-Specific Data, and (ii) otherwise use Aggregated Statistics to the extent and in the manner permitted under Applicable Law.
Reservation of Rights. Marveri reserves all rights not expressly granted to User in this Agreement. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants, by implication, waiver, estoppel, or otherwise, to User or any third party, any intellectual property rights or other right, title, or interest in or to the Marveri IP.
Confidential Information. From time to time during the Term, either Party may disclose or make available to the other Party information about its business affairs, products, confidential intellectual property, trade secrets, third-party confidential information, and other sensitive or proprietary information that is marked, designated, or otherwise reasonably identifiable as “confidential” (collectively, “Confidential Information”). Confidential Information does not include information that, at the time of disclosure is: (a) in the public domain; (b) known to the receiving Party at the time of disclosure; (c) rightfully obtained by the receiving Party on a non-confidential basis from a third party; or (d) independently developed by the receiving Party. The receiving Party shall not disclose the disclosing Party’s Confidential Information to any person or entity, except to the receiving Party’s employees, representatives, contractors or other agents (including, for the avoidance of doubt, outside service providers) who have a need to know the Confidential Information for the receiving Party to exercise its rights or perform its obligations hereunder (including, in the case of Marveri, deliverance of the Service to User and Authorized Agents); provided, that the receiving Party shall exercise commercially reasonable efforts to ensure that any recipients of such Confidential Information will keep such Confidential Information confidential in a manner substantially similar to that required by this Section 3 (Confidential Information). Notwithstanding the foregoing, each Party may disclose Confidential Information to the limited extent (i) required in order to comply with any order under Applicable Law, provided that the Party making the disclosure pursuant to the order shall first have given written notice to the other Party and made a reasonable effort to obtain a protective order; (ii) required to establish a Party’s rights under this Agreement, including to make required court filings; or (iii) reasonably required in relation to Permitted Reporting.
Intellectual Property Ownership. Marveri acknowledges that, as between Marveri and User, User owns all right, title, and interest, including all intellectual property rights, in and to the User Data.
Fees and Payment; Access Suspensions.
User shall pay Marveri the then-current fees as described on Marveri’s website, if any (“Fees”) within thirty (30) days from the invoice date without offset or deduction. User shall make all payments hereunder in US dollars on or before the due date. If User fails to make any payment when due, without limiting Marveri’s other rights and remedies: (i) Marveri may charge interest on the past due amount at the rate of 1.5% per month, calculated daily and compounded monthly or, if lower, the highest rate permitted under Applicable Law; (ii) User shall reimburse Marveri for all costs incurred by Marveri in collecting any late payments or interest, including attorneys’ fees, court costs, and collection agency fees; and (iii) if such failure continues for 30 days or more, Marveri may suspend, in accordance with this Section 5, User’s and all User Agents’ access to any portion or all of the Service until such amounts are paid in full. All Fees and other amounts payable by User under this Agreement are exclusive of taxes and similar assessments. User is responsible for all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by User hereunder, other than any taxes imposed on Marveri’s income. To the extent that material payment of Fees is required for User’s (and Authorized Agents’) use of the Service, (i) Marveri shall use commercially reasonable efforts to provide written notice of any Service Suspension to User, and (ii) Marveri shall use commercially reasonable efforts to resume providing access to the Service as soon as reasonably possible after the event giving rise to the Service Suspension is cured; provided, however, that the foregoing shall not apply to any User or any Authorized Agent to the extent access is limited to Evaluation Services.
Notwithstanding anything to the contrary in this Agreement, User acknowledges and agrees that Marveri reserves the right to suspend or terminate access to the Service to any User (and/or any User Agent or any other third-party or Affiliate thereof), for any reason (such suspension or termination under circumstances not described in Section 2(d) or Section 5(a), a “Elected Service Termination”); provided that in the event of any Elected Service Termination in respect of access to the Service for which payment of Fees has been properly made in advance, Marveri will provide a refund of such Fees representing access to the Service for such periods as have been previously paid but not provided (on a prorated basis, as reasonably determined by Marveri).
Service Levels and Support.
Service Levels. Subject to the terms and conditions of this Agreement, and other than in respect of Evaluation Services, Marveri shall use commercially reasonable efforts to make the Service available in accordance with the then-current service levels available at Marveri’s website (“Service Levels”), if any.
Support. This Agreement does not entitle the User or any User Agent to any support for the Service; any support provided by Marveri in relation to the Service is provided solely at the discretion of Marveri, without any warranty of any kind.
Evaluation Services. Notwithstanding anything to the contrary in this Agreement: Evaluation Services are for User’s internal evaluation purposes only and not for production use, are not supported, are provided “as is” without warranty of any kind, and may be subject to additional terms. For avoidance of doubt, Evaluation Services and all information and materials relating thereto (including, without limitation, any and all Data regarding features, functionality, performance, workflows, visual layouts and the like) are highly confidential Confidential Information, trade secrets and intellectual property of Marveri subject to all of the protections and restrictions of this Agreement. Marveri may discontinue Evaluation Services at any time in its sole discretion and may never make them generally available. Marveri may also immediately terminate User or any User Agent’s right to use Evaluation Service for any reason and at any time in its sole discretion. Marveri will have no liability for any harm or damage arising out of or in connection with any Evaluation Services.
Data Protection. The terms and conditions set forth in the Marveri Data Protection Terms Addendum, available on the Marveri website and as revised from time to time, shall be incorporated into this Agreement, and the Parties shall comply therewith.
Acknowledgements and Representations.
User hereby expressly acknowledges and agrees, on behalf of itself, its User Agents and its Affiliates, that:
The Service-Provided Data is generated through the use of the Service and, notwithstanding any review or revision by any officer, employee or other representative of Marveri (whether an attorney or otherwise), is solely intended to represent the output of the Service, and not legal or business advice of any kind whatsoever.
Neither the Service nor any Service-Provided Data (including, without limitation, any documents, document descriptions, help resources, summaries, “red flag” reports or the contents thereof) is intended to or shall be deemed or considered as the rendering of legal or business advice, either generally or in connection with any specific issue or matter. The Service and all Service-Provided Data is intended for general informational and educational purposes only. The User and all User Agents are responsible for obtaining legal or business advice from their own lawyer or other professional and should not rely on the Service or any Service-Provided Data for any reason.
Neither the availability, operation, transmission, receipt nor use of the Service or any Service-Provided Data is intended to create, nor does it create, an attorney-client relationship or any other relationship. No User Data or Service-Provided Data provided, received or exchanged in connection with use of the Service is confidential (except to the extent provided herein) or privileged.
THE SERVICE IS CURRENTLY PROVIDED SOLELY AS A NON-PRODUCTION, EARLY ACCESS BETA PRODUCT. THE SERVICE IS PROVIDED “AS IS” AND MARVERI SPECIFICALLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MARVERI SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. MARVERI MAKES NO WARRANTY OF ANY KIND THAT THE SERVICE, THE SERVICE-PROVIDED DATA AND/OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON’S OR ENTITY’S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY OF YOUR OR ANY THIRD PARTY’S SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR-FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
User hereby warrants that:
the User Data shall not include any virus or other malicious code;
the User Data is the exclusive property of User and User has the full rights to provide such Data;
provision of the User Data to Marveri will not violate any Applicable Law;
User has obtained and shall maintain all governmental and regulatory licenses, registrations, permits, certifications, and approvals required for the User Data;
User has obtained and shall maintain at all times during the Term all third-party permissions, rights, and consents required to provide and license the User Data as contemplated by this Agreement;
User has undertaken reasonable efforts to ensure that the User Data is timely and accurate; and
User will use reasonable efforts to notify Marveri of errors in the User Data.
EXCEPT AS EXPRESSLY PROVIDED IN SECTION 7(b), THE USER DATA IS PROVIDED “AS IS” AND USER HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. USER SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE.
Indemnification. User shall indemnify, defend, and hold harmless Marveri from and against any and all losses, damages, liabilities, or costs (including attorneys’ fees) (“Losses”) incurred by Marveri resulting from any third-party claim, suit, action, or proceeding that Marveri’s use of the User Data for the Permitted Use infringes or misappropriates such third party’s intellectual property rights, provided that Marveri promptly notifies User in writing of the claim, cooperates with User, and allows User sole authority to control the defense and settlement of such claim.
Limitations of Liability. IN NO EVENT WILL MARVERI BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, FOR ANY: (i) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES; (ii) INCREASED COSTS, DIMINUTION IN VALUE OR LOST BUSINESS, PRODUCTION, REVENUES, OR PROFITS; (iii) LOSS OF GOODWILL OR REPUTATION; (iv) USE, INABILITY TO USE, LOSS, INTERRUPTION, DELAY OR RECOVERY OF ANY DATA, OR BREACH OF DATA OR SYSTEM SECURITY; OR (v) COST OF REPLACEMENT GOODS OR SERVICES, IN EACH CASE REGARDLESS OF WHETHER MARVERI WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. IN NO EVENT WILL MARVERI’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO MARVERI UNDER THIS AGREEMENT IN THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM.
Term and Termination.
Term. The term of this Agreement begins on the Effective Date and shall continue until this Agreement is terminated pursuant to any of this Agreement’s express provisions (the “Term”).
Termination. In addition to any other express termination right set forth elsewhere in this Agreement:
Marveri may terminate this Agreement for convenience, for any reason or no reason, upon written notice to User;
either Party may terminate this Agreement, effective on written notice to the other Party, if the other Party materially breaches this Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non-breaching Party provides the breaching Party with written notice of such breach; or
either Party may terminate this Agreement, effective immediately upon written notice to the other Party, if the other Party: (A) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (B) files, or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law; (C) makes or seeks to make a general assignment for the benefit of its creditors; or (D) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business.
Effect of Expiration or Termination. Upon expiration or earlier termination of this Agreement, the license granted hereunder to User will also terminate, and, without limiting any party’s obligations under Section 3 (Confidential Information) and subject to the provisions of Section 4 (Intellectual Property Ownership), User shall immediately cease (and cause all Authorized Agents or any other person or third-party with access to the Service related to such User’s or User Agent’s access credentials to cease) all access and use of the Service, and delete, destroy or return all copies of the Documentation and any other Marveri IP (other than Service-Provided Data, which shall continue to be subject to the restrictions on use imposed by Section 2(c) (Use Restrictions of User)).
Survival. Any rights, obligations, or required performance of the Parties in this Agreement which, by their express terms or nature and context are intended to survive termination or expiration of this Agreement, will survive any such termination or expiration, including the rights and obligations set forth in this Section 10(d) (Survival) and Section 3 (Confidential Information), Section 8 (Indemnification), Section 9 (Limitations of Liability), and Section 11 (Miscellaneous).
Miscellaneous.
Entire Agreement. This Agreement constitutes the entire agreement and understanding between the Parties with respect to the subject matter hereof and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Notwithstanding the foregoing, if and to the extent User and Marveri have entered into a User Agreement with respect to certain terms and conditions of User and/or each Authorized User’s usage of the Service, then (i) such User Agreement shall remain effective and enforceable with respect to the matters covered thereby, and (ii) to the extent the terms and/or conditions of such User Agreement directly conflict with this Agreement, the User Agreement shall control with respect to such matters. User acknowledges and agrees that User has read and understands, and shall comply with, the terms and conditions of any User Agreement which may be in place in respect of User’s usage of the Service.
Notices. Any notices to Marveri must be sent to our corporate email address at info@marveri.com, and are deemed given upon receipt by us. Notwithstanding the foregoing, you hereby consent to receiving electronic communications from Marveri. These electronic communications may include notices about applicable fees and charges, transactional information, and other information concerning or related to this Agreement and/or the Service. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically at the email address you provide upon your initial use of the Service will satisfy any legal communication requirements, including that such communications be in writing.
Modifications. You acknowledge and agree that we have the right, in our sole discretion, to modify this Agreement (including any terms incorporated herein) from time to time, and that modified terms become effective on posting. You will be notified of modifications through direct email communication from us to the email you provided, or via notification through the Service. You are responsible for reviewing and becoming familiar with any such modifications. Your continued use of the Service after the effective date of the modifications will be deemed acceptance of the modified terms. This Agreement may be modified by a valid User Agreement, subject to Section 11(a) (Entire Agreement).
Severability. If any provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, Marveri will modify this Agreement in order that the transactions contemplated hereby may be consummated.
Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the Commonwealth of Massachusetts without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the Commonwealth of Massachusetts.
Dispute Resolution.
Any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Cambridge, Massachusetts before one arbitrator. The Parties adopt and agree to implement the JAMS Optional Arbitration Appeal Procedure (as it exists on the effective date of this Agreement) with respect to any final award in an arbitration arising out of or related to this Agreement.
The arbitration shall be administered by JAMS pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude Parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.
The Parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the provision in the preceding paragraph with respect to applicable substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C., Secs. 1-16).
Assignment. This Agreement is personal to you and may not be assigned or transferred for any reason whatsoever without Marveri’s prior written consent and any action or conduct in violation of the foregoing will be void and without effect. Marveri expressly reserves the right to assign this Agreement and to delegate any of its obligations hereunder.
