Limited Use This Software License Agreement
IMPORTANT—READ CAREFULLY: This Limited Use Software License Agreement is a legal agreement between you (either an individual or a single entity) and Marketro LLC. for the software that accompanies this License, which may include computer software operating in the Cloud through the users Web browser, Mobile Apps and may include associated media, printed materials, “online” or electronic documentation, and Internet-based services including third party bots, modules, software, programs, platforms and utilities (“Software” or “System”).
YOU AGREE TO BE BOUND BY THE TERMS OF THIS LICENSE BY INSTALLING, COPYING, OR OTHERWISE USING THE SOFTWARE. IF YOU DO NOT AGREE, DO NOT INSTALL, COPY, OR USE THE SOFTWARE; YOU MAY RETURN IT WITHIN THIRTY (30) DAYS FOR A FULL REFUND.
Marketro LLC. (‘‘Company’’) hereby grants you, and you accept, a non-exclusive and non-transferable license, to use the software This (the ‘‘System’’ or the "Software" or the "Licensed Program" or the “Database), including the right to access and use data from the current release of its Database (the ‘‘Database’’).
You must accept all components of the System.
2. AGE REQUIREMENT
YOU MUST BE EIGHTEEN (18) YEARS OR OLDER TO ACCESS OR PURCHASE THIS SYSTEM. IF YOU ARE UNDER EIGHTEEN YEARS OF AGE, YOU ARE NOT PERMITTED TO ACCESS OR PURCHASE THIS SYSTEM FOR ANY REASON.
3. SYSTEM AND SOFTWARE ACCESS
To access this System or Software or some of the resources, modules or platforms it has to offer, you may be asked to provide certain registration details or other information. It is a condition of your use of this System and Software that all the information you provide will be correct, current, and complete. If our Company believes the information you provide is not correct, current, or complete, we have the right to refuse you access to this System or any of its resources, and to terminate or suspend your access at any time, without notice.
This License Agreement is effective until terminated. You may terminate it at any time by destroying the Licensed Program with all copies made (with or without authorization).
5. AUTHORIZED USE OF SYSTEM.
You shall have the right to load the System on a single device and at a single location designated by you. You may not use the System on a network or multi-user basis without notifying Marketro LLC. and obtaining and paying for an appropriate additional network license to do so.
Additional licenses are available for purchase, however you are not permitted to use the System on more devices than you have purchased licenses for.
This platform provides app modules for third party systems, platforms and services, including but not limited to, Facebook messenger bot Chat Response, Skype, Telegram, Kik, GroupMe, and Slack.
Marketro LLC.'s MailResponse modules connect third party system sending services, including but not limited to, Amazon SES (Simple Email Service) and Sendgrid Email Services. All commercial email is regulated by Federal law, including the CAN-SPAM Act, the Federal Trade Commission (FTC) and other Federal and State laws and agencies, that you are legally responsible for complying with.
You are responsible for any and all costs associated with any said third party services.
Third party companies post Terms Of Service (TOS), policies, use prohibitions and other legal documents that you must comply with to access and use their services.
The use of Marketro LLC. services, products and strategies may be in violation of third party use prohibitions. Therefore, use the Marketro LLC. services, products, techniques and strategies at your own risk. You, the Client, agree Marketro LLC. shall have no liability for any adverse consequences for your use of our Company services, products and strategies.
You agree that Marketro LLC. is not responsible for any third party security or lack thereof.
You agree that Marketro LLC. is not responsible for third party or lack of third party encryption or stolen content including messages, photos, videos, sketches, mobile webpages, content and other information.
You agree that Marketro LLC. is not responsible for any third party program or usage costs whatsoever, including but not limited to data plan charges and SMS charges.
You agree that Marketro LLC. is not responsible for malicious web-links and viruses from the Marketro LLC. system as well at third party programs and systems.
You agree that Marketro LLC. is not responsible for copyright infringement or unauthorized sharing of files, images, PDFs, documents, or spreadsheets from the Marketro LLC. system as well at third party programs and systems.
You agree that Marketro LLC. is not responsible for third party ‘Block’ button and other feature malfunctions and other third party system and program errors.
You agree that Marketro LLC. is not responsible for third party adverse consequences which may include, but are not limited to the following: Third party use prohibitions; Third party policies; Any cost associated with or by your carrier; Loss of your carrier telephone number; Loss of your third party carrier account; Banning your carrier account; Loss of any provider, account, services, Web sites, and/or domains. You agree that you alone bear the risk of any action taken by a third party against you. See section fourteen (14) below, RISK NOTICE AND DISCLAIMER.
You may selectively download, modify, merge and print limited content of the Database for your personal non-commercial use on a single device; provided, however that any such portions of the Database downloaded or merged into another program or database will continue to be subject to the terms and conditions of this License, and you acknowledge that any copy, modification, or portion printed or merged into other programs is protected by U.S. copyright law. Upon termination of this License, you agree to destroy all copies, modifications, and merged content in any form.
YOU AGREE THAT XODO INC. IS NOT RESPONSIBLE FOR YOUR HISTORY DATA OR DATA LOSS. YOU AGREE TO DO A DAILY DOWNLOAD OF YOUR HISTORY DATA WHICH YOU ARE ENCOURAGED TO KEEP FOR YOUR RECORDS EVEN AFTER YOU STOP USING THE SYSTEM.
IF YOU TRANSFER POSSESSION OF ANY COPY, MODIFICATION, OR MERGED PORTION OF THE DATABASE TO ANOTHER PARTY, YOUR LICENSE IS AUTOMATICALLY TERMINATED.
6. USE RESTRICTIONS.
You may not (a) copy the System, except to load it into a device;
(b) distribute copies of the Database or System to any other person; (c) modify, adapt, translate, reverse engineer, decompile, disassemble, or create derivative works based on the System;
(d) copy, download, store in a retrieval system, publish, transmit, or otherwise reproduce, transfer, store, disseminate, or use, in any form or by any means, any part of the data contained within the Database except as expressly provided for in this License;
(e) transfer, resell, sublicense, lease, or grant any other rights of any kind to any individual copy of the Database or the System to any other person; or
(f) remove any proprietary notices, labels or marks on the Database or System.
You agree to take reasonable measures to maintain the security of the Database and the System.
7. PROPRIETARY RIGHTS.
You acknowledge and agree that the Marketro LLC. System is the sole and exclusive property of Marketro LLC., and the System and its components are licensed to you only for the term of this License and strictly under the terms hereof. Marketro LLC. owns all right, titles, and interest in and to the content in the System and the Database. Except for the limited rights given to you herein, all rights are reserved by Marketro LLC..
Third Party systems and software including but not limited to third party bots, components, modules, software, programs and utilities are owned by the respective third parties and are not owned or controlled by Marketro LLC.. See section nine (9) below.
8. RESERVATION OF RIGHTS AND OWNERSHIP. Marketro LLC. reserves all rights not expressly granted to you in this Software License. The Software is protected by copyright and other intellectual property laws and treaties. Marketro LLC. or its suppliers own the title, copyright, and other intellectual property rights in the Software.
The Software is licensed, not sold.
9. THIRD PARTY REFERENCES
This System may reference third parties which are not maintained by, or related to, our Company. Any reference to such third parties are provided as a service to users and are not sponsored by or affiliated with our Company. Our Company has not reviewed any or all of such third parties and is not responsible for any third party activities or business practices. Third party companies are to be used or accessed at the user's own risk, and our Company makes no representations or warranties about the content, completeness or accuracy of third party companies. Further, the inclusion of any reference to a third-party company does not necessarily imply endorsement by our Company of that company.
If you should fail to perform in the manner required in this License, this License shall terminate and Marketro LLC. may exercise any rights it may have. Upon termination, Marketro LLC. may require that you destroy all of these materials and that you so certify, in writing to Marketro LLC.. All provisions of this License with regard to the protection of the proprietary rights of Marketro LLC. shall continue in force after such termination.
11. WARRANTIES, INDEMNITIES, AND LIMITATION OF LIABILITY.
THE SYSTEM IS PROVIDED ‘‘AS IS,’’ WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. XODO INC. NEITHER GIVES NOR MAKES ANY OTHER WARRANTIES OR REPRESENTATIONS UNDER OR PURSUANT TO THIS LICENSE.
Marketro LLC. does not warrant, guarantee or make any representations that the functions contained in the System will meet your particular requirements or that the operation of the System will be uninterrupted or error free, including but not limited to, System errors such as not subscribing or unsubscribing a user. The entire risk as to the results and performance of the System is assumed by you.
If the System is defective in workmanship or materials and Marketro LLC. is given timely notice thereof, Marketro LLC.’s sole and exclusive liability and your sole and exclusive remedy, shall be the replacement of the defective system. In the event of a defect in the system covered by this warranty, Marketro LLC. will replace the system. The foregoing states your sole remedy and Marketro LLC.’s sole obligation in the event of the occurrence of a defect coming within the scope of the Limited Warranty.
IN NO EVENT SHALL XODO INC., ITS SUPPLIERS, OR ANYONE ELSE WHO HAS BEEN INVOLVED IN THE CREATION, PRODUCTION OR DELIVERY OF THE DATABASE, SYSTEM OR DOCUMENTATION BE LIABLE FOR ANY LOSS OR INACCURACY OF DATA OF ANY KIND OR FOR LOST PROFITS, LOST SAVINGS, OR ANY DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR INCIDENTAL DAMAGES ARISING OUT OF OR RELATED IN ANY WAY TO THE USE OR INABILITY TO USE THE SYSTEM, EVEN IF XODO INC. OR ITS SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF LIABILITY SHALL APPLY TO ANY CLAIM OR CAUSE WHATSOEVER WHETHER SUCH CLAIM OR CAUSE IS IN CONTRACT, TORT OR OTHERWISE.
The limited warranty set forth above is in lieu of all other express warranties, whether oral or written. The agents, employees and distributors of Marketro LLC. are not authorized to modify this warranty, nor to make additional warranties binding on Marketro LLC.. Accordingly, additional statements such as distributor representations, whether written or oral, do not constitute warranties of Marketro LLC. and should not be relied upon as a warranty of Marketro LLC.. In no case shall Marketro LLC.’s liability exceed the cost of the System. You agree to indemnify and hold Marketro LLC., its suppliers, and all of their officers, directors, employees and agents, as well all those individuals or organizations providing information for the Database, harmless from any and all claims of third parties resulting from or incidental to your use or operation of the System, or arising from any breach by you of any provisions of this License. Marketro LLC. may, at its option, institute or defend any action arising out of the aforesaid clauses with counsel of its own choice.
You understand that our Company cannot and does not guarantee or warrant that Software or System available for downloading from the Internet or for use in the Cloud or for use in your browser, will be free of viruses, worms, Trojan horses or other code that may manifest contaminating or destructive properties. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for accuracy of data input and output, and for maintaining a means external to this Software and System for the reconstruction of any lost data. Our Company does not assume any responsibility or risk for your use of the Software or System.
The System is not necessarily complete and up-to-date and should not be used to replace any written reports, statements, or notices provided by Company. Investors, borrowers, and other persons should use the System in the same manner as any other educational medium and should not rely on the System to the exclusion of their own professional judgment. Information obtained by using this System is not exhaustive and does not cover all issues, topics, or facts that may be relevant to your goals.
All of the information in this System, whether historical in nature or forward-looking, speaks only as of the date the System is offered and Company does not undertake any obligation to update such System after it is offered or to remove such System if it is not, or the System is no longer, accurate or complete.
[Some states do not allow exclusions or limitations of implied warranties or liability in certain cases, so the above exclusions and limitations may not apply to you.]
Trademarks, service marks, and logos appearing in this System are the property of Company or the party that provided the trademarks, service marks, and logos to Company. Company and any party that provided trademarks, service marks, and logos to Company retain all rights with respect to any of their respective trademarks, service marks, and logos appearing in this System.
Third Party systems and software trademarks, service marks, and logos appearing, including but not limited to third party bots, components, modules, software, programs and utilities are owned by the respective third parties and not Marketro LLC..
13. CONFLICTS ARBITRATION
This Licensing Agreement will be governed and interpreted pursuant to the laws of New Jersey, United States of America, notwithstanding any principles of conflicts of law. You specifically consent to personal jurisdiction in New Jersey in connection with any dispute between you and Company arising out of these Licensing Agreement or pertaining to the subject matter hereof.
The parties agree that any claim or dispute between them, or against any agent, employee, successor, or assign of the other, whether related to this agreement or otherwise, including the validity of this arbitration clause, that cannot be settled within six months after the time the dispute has been raised by one party regarding the interpretation of any provision of this agreement, and nothing else, shall be settled by binding arbitration. Any such arbitration proceeding, including the interpretation of this agreement, shall be conducted in Montclair, New Jersey under the laws of the State of New Jersey and in accordance with the rules of the American Arbitration Association or its successor. Any judgment upon an award rendered by the arbiters, including
remedies of repossession, replevin, or other remedies where property would be subject to reclamation or disposition, may be entered in the Federal and State Courts of the State of New Jersey and in any other Court having jurisdiction. The arbiters shall not have the power to amend this agreement in any respect. In the event a court having jurisdiction finds any portion of this agreement unenforceable, that portion shall not be effective and the remainder of the agreement shall remain effective. This agreement shall be governed by and interpreted under the Federal Arbitration Act, 9 U.S.C. Sections 1-16. Each party shall bear and be responsible for their own costs and attorney fees.
The parties to this Licensing Agreement each agree that the exclusive venue for any dispute between the parties arising out of these Licensing Agreement or pertaining to the subject matter of these Licensing Agreement will be in Montclair, New Jersey. If any part of these Licensing Agreement is unlawful, void or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. This Licensing Agreement constitutes the entire agreement among the parties relating to this subject matter. Notwithstanding the foregoing, any additional terms and conditions on this site will govern the items to which they pertain.
You agree that you will not join any other party in any dispute you have with Company and that you must bring any action under this agreement as a sole individual.
The terms constituting this offering are set forth in writing on this System. Whether or not you choose to print this License, containing the terms and conditions as described herein, you agree that this contract constitutes a writing.
This Agreement is being written in English, which is to be the official language of the contract’s text and interpretation. If you do not agree with the above terms and conditions, you have the option to not use the Software.
14. RISK NOTICE AND DISCLAIMER.
The Marketro LLC. System and Software allows users to mass broadcast SMS text messages (both text and images). This necessarily involves third parties and third party companies unrelated to Marketro LLC..
Third party companies post Terms Of Service (TOS), policies, use prohibitions and other legal documents that you must comply with to access and use their services.
The use of Marketro LLC. services, products and strategies may be in violation of a third party use prohibitions. Therefore, use the Marketro LLC. services, products, techniques and strategies at your own risk. You, the Client, agree Marketro LLC. shall have no liability for any adverse consequences for your use of our Company services, products and strategies.
You agree that Marketro LLC. is not responsible for third party adverse consequences which may include, but are not limited to the following: Third party use prohibitions; Third party policies; Any cost associated with or by your carrier; Loss of your carrier telephone number; Loss of your third party carrier account; Banning your carrier account; Loss of any provider, account, services, Web sites, and/or domains. You agree that you alone bear the risk of any action taken by a third party against you.
Short Message Service (SMS) is a text messaging service component of phone, Web, and/or mobile communication systems.
WARNING: SHORT MESSAGE SERVICE (SMS) IS HIGHLY REGULATED BY BOTH FEDERAL LAW, THE TELEPHONE CONSUMER PROTECTION ACT 47 U.S.C. § 227 AND STATE LAW AND CARRIES SERIOUS CONSEQUENCES FOR VIOLATIONS OF SAID LAWS. OUR COMPANY DOES NOT UNDER ANY CIRCUMSTANCES GIVE LEGAL ADVICE, OPINIONS OR ANSWER QUESTIONS ABOUT YOUR INTENDED USE OR USE OF OUR SYSTEM OR ANY OF THE SYSTEM COMPONENTS.
WE ARE NOT LAWYERS AND OUR COMPANY ADVISES YOU TO BE CAUTIOUS, IN THAT REGARD, AS SHORT MESSAGE SERVICE (SMS) TEXT MESSAGING LAW IS COMPLICATED AND BEST LEFT TO LAWYERS.
IF YOU ARE MARKETING PRODUCTS OR SERVICES DIRECTLY OR INDIRECTLY USING TEXT MESSAGES, YOU SHOULD BE CONSULTING WITH EXPERIENCED INTERNET MARKETING COUNSEL ON A REGULAR BASIS TO COMPLY WITH FEDERAL LAW AS WELL AS STATE LAW FOR THE STATE YOU ARE MARKETING IN.
THE INFORMATION CONTAINED HEREIN IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND IS NOT LEGAL ADVICE, NOR IS IT A SUBSTITUTE FOR OBTAINING LEGAL ADVICE FROM A QUALIFIED ATTORNEY. EACH SITUATION IS UNIQUE, AND YOU SHOULD NOT ACT OR RELY ON ANY INFORMATION CONTAINED HEREIN WITHOUT SEEKING THE ADVICE OF AN EXPERIENCED ATTORNEY.
15. USE PROHIBITIONS
You may not post, send, submit, publish, or transmit in connection with this System any material that:
· you do not have the right to use, including proprietary material of any third party;
· advocates illegal activity or discusses an intent to commit an illegal act;
· is vulgar, obscene, pornographic, or indecent;
· threatens or abuses others, libels, defames, invades privacy, stalks, is obscene, pornographic, racist, abusive, harassing, threatening or offensive;
· seeks to exploit or harm children by exposing them to inappropriate content, asking for personally identifiable details or otherwise;
· infringes any intellectual property or other right of any entity or person, including violating anyone’s copyrights or trademarks or their rights of publicity;
· violates any law or may be considered to violate any law;
· impersonates or misrepresents your connection to any other entity or person or otherwise manipulates headers or identifiers to disguise the origin of the content;
· includes programs which contain viruses, worms and/or Trojan horses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications;
· amounts to a 'pyramid' or similar scheme;
· disobeys any policy or regulations established from time to time regarding use of this System;
· contains information to other entities that contain content that falls within the descriptions set forth above.
Although under no obligation to do so, our Company reserves the right to monitor use of this System to determine compliance with your License, as well the right to revoke your License for any reason. Notwithstanding these rights, you remain solely responsible for the content of your submissions. You acknowledge and agree that neither Company nor any third party that provides Content to Company will assume or have any liability for any action or inaction by Company or such third party with respect to any submission.
Any passwords used for this System are for individual use only. You will be responsible for the security of your password (if any). Company will be entitled to monitor your password and, at its discretion, require you to change it. If you use a password that Company considers insecure, Company will be entitled to require the password to be changed and/or terminate your account.
You are prohibited from using any services or facilities provided in connection with this System to compromise security or tamper with system resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password guessing programs, cracking tools or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Company reserves the right to release your details to system administrators at other entities in order to assist them in resolving security incidents. Company reserves the right to investigate suspected violations of this License.
Company reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Company to disclose the identity of anyone using the System, or publishing or otherwise making available any materials that are believed to violate this License.
BY ACCEPTING THIS AGREEMENT YOU WAIVE AND HOLD HARMLESS COMPANY FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY COMPANY DURING OR AS A RESULT OF ITS INVESTIGATIONS AND/OR FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER COMPANY OR LAW ENFORCEMENT AUTHORITIES.
YOU ACKNOWLEDGE THAT YOU HAVE READ THIS LICENSE, UNDERSTAND IT, AND AGREE TO BE BOUND BY ITS TERMS AND CONDITIONS. YOU ALSO ACKNOWLEDGE THAT THIS LICENSE IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN XODO INC. AND YOU, AND THAT IT SUPERSEDES ANY PROPOSAL, PRIOR AGREEMENT, OR OTHER COMMUNICATIONS, WHETHER ORAL OR WRITTEN, BETWEEN YOU AND XODO INC. RELATING TO THE SUBJECT MATTER OF THIS LICENSE. THIS LICENSE CANNOT BE MODIFIED OR AMENDED EXCEPT BY A FURTHER WRITTEN INSTRUMENT EXECUTED BY YOU AND XODO INC..