Platform Terms of Service

These Platform Terms of Service (“Terms”), together with any order form or agreement executed in connection with the purchase, activation or use of the Platform (the “Agreement”) governs the access and use of the Platform. In the event of any conflict or inconsistency between these Terms and any written and executed agreement between the Parties governing your access to and use of the Platform, the terms of such agreement will govern and will supersede these Terms.

BY ACCESSING AND USING THE PLATFORM OR CLICKING “I ACCEPT,” THE INDIVIDUAL ACCESSING AND USING THE MAITRICS SERVICES REPRESENTS AND WARRANTS THAT: (1) SUCH INDIVIDUAL WISHES TO USE THE SERVICE ON BEHALF OF, OR WITHIN SUCH INDIVIDUAL’S CAPACITY AS, A REPRESENTATIVE, AGENT, OR EMPLOYEE OF THE ENTITY THAT IS DESIGNATED AS THE CUSTOMER AT THE TIME OF SIGN UP (“CUSTOMER”), AND (2) SUCH INDIVIDUAL HAS THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THE TERMS ON BEHALF OF THE CUSTOMER. BY CLICKING “I ACCEPT” CUSTOMER IS ACCEPTING AND AGREEING TO BE BOUND BY ALL OF THE PROVISIONS OF THE TERMS. Each of Maitrics and Customer are a “Party” and, collectively, are the “Parties.”

2. License; Access and Use; Services

2.1 Access to the Platform. Subject to Customer’s compliance with these Terms and the terms of any Agreement, Maitrics hereby grants to Customer, during the Term, a non-exclusive, non-sublicensable, non-transferable right to access and use, and permit Platform Users to access and use, the Platform solely for Customer’s internal business purposes and solely in accordance with the Use Restrictions set forth herein.

2.2 Third-Party Content. The Platform contains Third Party Content, including certain information and data made available to you via Reports and links to third party websites, applications, or services. Such Third-Party Content is not created by and nor under the control of Maitrics, and accordingly, Customer acknowledges and agrees that Maitrics is not responsible for any Third-Party Content. Maitrics does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Content. Customer further acknowledges that Third Party Content includes data that is subject to third party disclaimers as to the accuracy of such data, and Customer agrees that neither Maitrics nor any third-party shall be liable for Customer decisions made in reliance in whole or in part on such data.

2.3 Restrictions. Except as expressly permitted in these Terms, Customer shall not, and shall not allow any third party to:

• sell, license, disclose, publish, or distribute any portion of the Platform or Reports to any third party, or otherwise access the Platform on behalf of a third party;
• use any robot, scraper, or other automated means to access or monitor the Platform, or to copy, access, collect, download, or otherwise obtain data, content or other information from the Platform;
• use or access the Platform to develop, operate or enable a product or service that is competitive with the Platform;
• reverse engineer, decompile or disassemble, decrypt or attempt to derive the source code of the Platform, or modify or create derivative works of the Platform;
• circumvent, disable, probe or otherwise interfere with security-related features of the Platform, or features that prevent or restrict use or copying of any content or that enforce limitations on use of the Platform;
• take any action that imposes or which Maitrics determines, in its sole discretion, may impose an unreasonable or disproportionately large load on the Maitrics infrastructure or infrastructure which supports the Platform;
• use the Platform, Site or Applications in any unlawful manner, for any harmful, irresponsible, or inappropriate purpose (including without limitation third-party defamation), or in breach of these Terms, any terms and conditions of any third-party product or service you use, or any agreement you have entered into with any third party.

2.4 Account. In order to use the Platform, Platform Users are required to create a personal user account (“Account”). In creating Accounts, Customer acknowledges and agrees to (i) provide true, current and complete Account and login information, (ii) ensure that Account login credentials and password are kept secure at all times, and (iii) promptly notify Maitrics in writing in the event of any unauthorized access or use of Account login credentials or the Platform. In creating Accounts, Customer represents and warrants that no Platform User was previously blocked by Maitrics from having an Account or otherwise using the Platform.

2.5 Access Through a Third Party Account. In the event that Customer chooses to permit Platform Users to register through an account with a third party platform (e.g., Google), Customer represents that Platform Users are entitled to disclose third party account login information to Maitrics and/or grant Maitrics access to the third party account for the purposes set forth herein. CUSTOMER’S RELATIONSHIP WITH THE THIRD PARTY SERVICE PROVIDERS ASSOCIATED WITH THIRD PARTY ACCOUNTS IS GOVERNED SOLELY BY ITS AGREEMENT(S) WITH SUCH THIRD PARTY SERVICE PROVIDERS, AND MAITRICS DISCLAIMS ANY LIABILITY FOR INFORMATION THAT MAY BE PROVIDED TO IT BY SUCH THIRD-PARTY SERVICE PROVIDERS IN VIOLATION OF THE PRIVACY SETTINGS IN SUCH THIRD PARTY ACCOUNTS.

2.6 Modifications to Services. Maitrics reserves the right to modify or discontinue the Platform, including by limiting or discontinuing certain features of the Platform, temporarily or permanently, at any time and without notice to Customer or any Platform Users. Maitrics will have no liability whatsoever for any change to the Platform, or any suspension or termination of Customer’s or any of its Platform Users’ access to or use of the Platform.

3. Proprietary Rights

3.1 The Platform. Subject to Customer’s ownership of Customer Data, Maitrics exclusively owns all Intellectual Property Rights in and to the Platform and any Confidential Information (as defined below) disclosed to Customer by Maitrics. Except as expressly granted in these Terms, Maitrics does not grant to Customer any license or rights (by implication, estoppel, or otherwise) in the Platform. All other rights in and to the Platform are expressly reserved by Maitrics.

3.2 Customer Data. As between Maitrics and Customer, Customer retains all Intellectual Property Rights in Customer Data.

• Customer hereby grants Maitrics a non-exclusive, perpetual, royalty-free, fully paid up, worldwide license to use Customer Data solely (i) to provide the Platform to Customer and perform Maitrics’s obligations hereunder, and (ii) for internal maintenance and improvement of Maitrics products and services.
• Customer is solely responsible for any and all obligations with respect to the accuracy, quality, and legality of Customer Data. Customer represents and warrants that it has all rights and permissions needed to grant the license set forth in this Section 3.2.

3.3 Performance Data. Notwithstanding anything to the contrary herein, nothing herein limits or restricts Maitrics’ right or ability to use data regarding the performance, availability, usage, integrity, and security of the Platform.

3.4 Reports. To the extent that the features and functionality of the Platform permit Customer to export or download reports, Maitrics grants Customer a non-exclusive, perpetual, royalty-free, fully paid up, worldwide license to download, modify, copy and otherwise use the Reports solely for Customer’s internal business purposes. Customer acknowledges and agrees that it may not otherwise publish or publicly disclose the Reports without Maitrics’s prior written permission.

3.5 Feedback. Customer may provide suggestions, comments or other feedback to Maitrics concerning the Platform (“Feedback”). Feedback shall be deemed the sole property of Maitrics. Without derogating from the above, Maitrics will be free to adopt such Feedback in the Platform or any of its products, use it in any other manner, disclose, reproduce, license or otherwise distribute and exploit the Feedback provided to it as it sees fit, entirely without obligation or restriction of any kind on account of Intellectual Property Rights or otherwise. Without derogating from the above, Customer hereby grants Maitrics a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicensable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform any content that Customer’s Platform Users post, disclose or otherwise make available in the course of Maitrics’s webinars, customer forums/blogs, community forums/blogs or any other similar event or venue, including without limitation for publishing and redistributing part or all of such information and/or content in any media formats and through any media channels.

4. Term

4.1 Term. These Terms will commence when Customer first accepts the Terms and, unless terminated earlier in accordance with these Terms or the terms of Customer’s Agreement, will continue until Customer deletes its Account (the “Term”).

4.2 Termination. Customer may terminate these Terms by deleting its Account and ceasing all use of the Platform (with the exception of exported or downloaded Reports pursuant to Section 3.4). Maitrics may terminate these Terms and the rights granted herein immediately upon written notice for any reason or no reason.

4.3 Survival. Upon termination or expiration of the Term: (a) all licenses granted by Maitrics to Customer and other rights and obligations will immediately terminate except that Section 1 (Definitions), Section 3 (Proprietary Rights), Section 4 (Term), Section 5 (Disclaimers), Section 6 (Limitation of Liability), Section 7 (Indemnification), and Section 8 (General) will survive.

4.4 Suspension. If Maitrics reasonably believes that a Platform User is using the Platform in a manner that may violate the law, or which is in breach of these Terms, then Maitrics may, without derogating from any right to terminate Customer’s Terms, suspend or terminate the Platform User account or access to the Platform, or parts thereof.

5. Disclaimers

5.1 General. The Platform and all Reports are provided on an “as is” and “as available” basis, and without warranties of any kind either express or implied. MAITRICS HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE WITH RESPECT TO THE PLATFORM, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, USAGE, TRADE, OR RELIANCE.

5.2 Data. THE DATA CONTAINED ON THE PLATFORM IS BASED ON INFORMATION AND CONTENT OBTAINED BY MAITRICS FROM THIRD PARTIES, INCLUDING ESTIMATIONS AND EXTRAPOLATIONS BASED ON SUCH DATA. MAITRICS, ITS AFFILIATES AND THIRD-PARTY PROVIDERS SHALL NOT BE HELD RESPONSIBLE OR LIABLE FOR THE ACCURACY OF THE PLATFORM DATA OR ANY OMISSIONS OF DATA IN OR FROM THE PLATFORM. MAITRICS, ITS AFFILIATES AND THIRD-PARTY PROVIDERS SHALL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY BUSINESS CONDUCTED, DECISIONS MADE, OR ANY OTHER ACTION OR INACTION BY CUSTOMER, WHETHER OR NOT BASED IN WHOLE OR IN PART ON THE PLATFORM OR REPORTS OR ANY DATA ACCESSED THEREFROM.

5.3 Platform. MAITRICS DOES NOT WARRANT THAT THE PLATFORM OR ACCESS TO AND USE OF THE PLATFORM WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SITE OR PLATFORM IS FREE FROM VIRUSES OR OTHER HARMFUL CODE. MAITRICS OFFERS NO WARRANTY REGARDING THE RELIABILITY OF THE PERFORMANCE OF THE PLATFORM OR APPLICATIONS, INCLUDING WITHOUT LIMITATION ANY WARRANTY THAT THE PLATFORM OR APPLICATIONS, INCLUDING ANY ANTI-VIRUS OR ANTI-SPAM FEATURES, WILL DETECT, BLOCK OR PREVENT VIRUSES, SPAM OR OTHER HARMFUL OR UNWANTED CODE OR INTRUSIONS.

5.4 Beta Features. FROM TIME TO TIME, MAITRICS MAY OFFER NEW “BETA” FEATURES OR TOOLS WITH WHICH ITS USERS MAY EXPERIMENT. SUCH FEATURES OR TOOLS ARE OFFERED SOLELY FOR EXPERIMENTAL PURPOSES AND WITHOUT ANY WARRANTY OF ANY KIND, AND MAY BE MODIFIED OR DISCONTINUED AT MAITRICS’ SOLE DISCRETION. THE DISCLAIMERS OF THIS SECTION APPLY WITH FULL FORCE TO SUCH FEATURES OR TOOLS.

8. General

8.1 Assignment; Delegation. Neither Party hereto may assign or otherwise transfer these Terms, in whole or in part, without the other Party’s prior written consent, except that Maitrics may assign these Terms without consent to a successor to all or substantially all of its assets or business related to the Terms. Any attempted assignment, delegation, or transfer by either Party in violation hereof will be null and void. Subject to the foregoing, the Terms will be binding on the Parties and any permitted successors and assigns.

8.2 Customer Reference. Customer acknowledges and agrees that Maitrics has the right to use Customer’s name and logo to identify Customer as a user of the Platform on Maitrics’s website, marketing materials or otherwise by announcements on social media or otherwise.

8.3 Modifications. Maitrics may modify these Terms from time to time by giving notice to Customer by making a new copy of the Terms available on the Maitrics website or by sending Customer notice of the change. Customer may be required to click to accept or otherwise agree to the modified Terms in order to continue using the Platform, and, in any event, continued use of the Platform after the modified version of the Terms becomes effective will constitute Customer’s acceptance of such modified version. If Customer does not agree with such changes, Customer may terminate the Terms as set forth in Section 4.2.

8.4 Relationship. Nothing contained herein will in any way constitute any association, partnership, agency, employment, or joint venture between the Parties hereto, or be construed to evidence the intention of the Parties to establish any such relationship. Neither Party will have the authority to obligate or bind the other in any manner, and nothing herein will give rise or is intended to give rise to any rights of any kind to any third parties.

8.5 Compliance with Law. Customer warrants that its use of the Platform will comply in all respects with applicable laws.

8.6 Severability and Waiver. If a court of competent jurisdiction determines that any provision of the Terms is invalid, illegal, or otherwise unenforceable, such provision will be enforced as nearly as possible in accordance with the stated intention of the Parties, while the remainder of the Terms will remain in full force and effect and bind the Parties according to its terms. Waiver of any term or forbearance to enforce any term by either Party shall not constitute a waiver as to any subsequent breach or failure of the same term or a waiver of any other term.

8.7 Governing Law and Venue. These Terms will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws. These Terms will not be governed by the United Nations Convention on Contracts for the International Sale of Goods. Customer hereby expressly consents to the personal jurisdiction and venue in the state and federal courts for San Francisco, California for any lawsuit arising from or related to the Terms.

8.8 Notices. Customer is responsible for providing Maitrics with a valid and current email address and keeping such email address associated with its Account up to date. In the event that the email address associated with Customer’s Account is not valid, or for any reason is not capable of delivering to Customer any notices required by the Terms, Maitrics’ dispatch of the email containing such notice will nonetheless constitute effective notice. Customer may give notice to Maitrics at the following e-mail address: legal@maitrics.com.

8.9 Force Majeure. Neither Party shall be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, pandemics, strikes or shortages of transportation facilities, fuel, energy, labor or materials.