If you have been invited to access and use the Service by a Customer (as defined below), then you will be deemed a “User”, and these User Terms govern your access and use of our Service. If you are acting on behalf of a Customer, then your access and use of the Service is governed by Customer Terms of Service (the “Customer Terms”).
Please read the following User Terms carefully.
1. Your Status as a User
- 1.1 BY CLICKING “I ACCEPT” OR BY OTHERWISE ACCESSING OR USING ANY PORTION OF THE SERVICE, YOU:
- 1.1.1. have been invited to access the Service by the organization or unincorporated association with which you are employed, affiliated or associated (the “Customer”);
- 1.1.2. use Customer’s account that is operated by Zoom Video Communications, Inc (“Zoom”);
- 1.1.3 agree to these User Terms; and
- 1.1.4 represent and warrant that:
- 22.214.171.124. you have carefully read, understood and agree to these User Terms;
- 126.96.36.199. you are at least 18-years old;
- 188.8.131.52. you have never previously been suspended or removed from the Service; and
- 184.108.40.206. your registration and use of the Service complies with applicable laws and regulations.
2. Material Terms and Conditions
- 2.1. Without limiting any of the terms and conditions in Section 3 below, you acknowledge and agree to each of the following:
- 2.1.1. the Service is licensed, not sold to you, and you may use the Service only as set forth in these User Terms;
- 2.1.2. the use of the Service may be subject to separate third-party terms of service and fees, including, without limitation, Zoom’s terms of service and fees, and your mobile network operator’s terms of service and fees, including fees charged for data usage and overage, which are your sole responsibility;
- 2.1.4. Macro provides the Service to you on an “AS IS” basis without warranties of any kind and Macro’s liability to you is limited; and
- 2.1.5. any disputes arising between you and Macro will be resolved by binding individual arbitration. By accepting these User Terms, as provided in greater detail in Section 10 below, you and MACRO are each waiving the right to a trial by jury or to participate in a class action.
3. General Terms and Conditions
- 3.1. Description of Service. The Service (i.e., the online meeting assessment and interface tools and platform) has been developed by Macro to be used by you in connection with Customer’s and Zoom. Through its integration with Zoom, the Service augments the user interface of Zoom meetings to enable rich data visualization, more productive interfaces, and smart, intuitive note-taking. Macro’s goal is for the Service to finally end the culture of unproductive meetings.
- 3.2. Changes. As the Service is likely to undergo many changes over time, we need the right to modify these User Terms to match the changing functionalities of the Service. You therefore agree that Macro may change these User Terms at any time without prior notice other than posting updated User Terms to Macro’s website (https://macro.io). Macro will endeavor to provide you with prior notice when there are any material changes, and Macro may require that you subsequently take an affirmative action acknowledging agreement to the revised User Terms before continuing to access the Service. You may read a current, effective copy of these User Terms at any time at https://terms.macro.io. The revised User Terms will become effective at the time of posting on Macro’s website (https://macro.io), and your use of the Service after such time will constitute your acceptance of the revised User Terms. If any change to these User Terms is not acceptable to you, then your sole remedy is to stop using the Service. Notwithstanding the preceding sentences of this Section 3.2, no revisions to these User Terms will apply to any dispute between you and Macro that arose prior to the effective date of those revisions.
- 3.3 Consideration. Macro currently provides you with access to the Service free of charge. In return for enjoying this free access, you acknowledge and agree that Macro may generate revenues, increase goodwill or otherwise increase the value of Macro from your use of the Service, and you will have no right to share in any revenues we generate or to share in any goodwill or value created.
- 3.4 Jurisdiction. The Service is controlled and operated by Macro from its office in Boston, Massachusetts. Macro makes no representation that the Service is appropriate, lawful or available for use in any location other than the United States. Those who choose to access or use the Service from locations outside the United States, do so on their own initiative and are responsible for compliance with local laws, if and to the extent local laws are applicable. Access to the Service from jurisdictions where the content or practices of the Service are illegal, unauthorized or penalized is strictly prohibited.
- 3.5. Additional Terms. Macro may require you to agree to additional terms or policies, or both, that it makes available to you from time to time in connection with your use of the Service (“Additional Terms”). Except as expressly stated otherwise in the Additional Terms, such Additional Terms are hereby incorporated into and subject to these User Terms, and these User Terms will control in the event of any conflict or inconsistency with the Additional Terms to the extent of the conflict or inconsistency, unless such Additional Terms expressly supersede a term in these User Terms.
4. Use Restrictions
- 4.1. In addition to any other restrictions set forth in these User Terms, and without limiting those restrictions, when using the Service, you agree not to (and not attempt to):
- 4.1.1. Delete, alter or make unauthorized copies of any content made available on or through any part of the Service;
- 4.1.2. Attempt to decipher, decompile, disassemble or reverse engineer any of the software or source code comprising or making up any part of the Service, except to the extent any such restrictions are expressly prohibited by applicable law;
- 4.1.3. Rent, lease, loan, resell, sublicense, distribute or otherwise transfer any part of the Service or content thereon to any third party;
- 4.1.4. Remove, circumvent, disable, damage or otherwise interfere with security-related features of any part of the Service, features that prevent or restrict use or copying of any content accessible on any part of the Service, or features that enforce limitations on use of any part of the Service or any content thereon;
- 4.1.5. Delete any copyright or other proprietary rights’ notices on any part of the Service;
- 4.1.6. Impersonate any person or entity, falsely claim an affiliation with any person or entity, or access accounts of others without permission, forge another person’s digital signature, misrepresent the source, identity or content of information transmitted via the Service or perform any other fraudulent activity;
- 4.1.7. Download or otherwise install the Service for your Zoom account, without Macro’s express written consent, if Macro has previously terminated your access to or use of the Service;
- 4.1.8. Restrict, discourage or inhibit any person from using the Service or disclose personal information about a third person on the Service or obtained from the Service without the consent of that person;
- 4.1.9. Use the Service, without Macro’s express written consent, for any commercial purpose other than for performance of your internal work or duties for Customer, including communicating or facilitating any commercial advertisement or solicitation or spamming;
- 4.1.10. Gain unauthorized access to the Service, to any other user’s account, names or personally identifiable information, or to other computers or websites connected or linked to the Service;
- 4.1.11. Send any virus, worm, spyware or any other computer code, file or program that may or is intended to disable, overburden, impair, damage or hijack the operation of any hardware, software or telecommunications equipment or any other aspect of the Service or communications equipment and computers connected to the Service;
- 4.1.12. Access, tamper or interfere with or disrupt the Service, networks or servers connected to the Service or violate the regulations, policies or procedures of those networks or servers;
- 4.1.13. Violate any applicable federal, state or local laws or regulations or the terms of these User Terms; or
- 4.1.14. Assist or encourage any person to engage in any of the foregoing.
5. Your User Account
- 5.1. User Account. When you accept these User Terms or otherwise access the Service for the first time, the Service will automatically create one account for you (the “User Account”). Your User Account may be based off of your login credentials to another account, like your account with Zoom, or Google, and you are solely responsible for maintaining the confidentiality of that account, along with your password to that account. You also accept responsibility for all activities that occur under that account and your User Account.
- 5.2. Compliance with Terms. You must comply with these User Terms, and you represent and warrant to Macro that you are responsible for your conduct and your compliance with the terms of these User Terms. We may review conduct for compliance purposes, but we have no obligation to do so. We are not responsible for the content of Your Data (as defined in Section 7.1.2 below) or the way you choose to use the Service to store or process Your Data. The Service is not intended for and should not be used by anyone under the age of 18. You are solely responsible for providing high-speed internet service for yourself to access and use the Service.
- 5.3. User Account Security. You are responsible for the security of your User Account and login credentials, including your username and password, and are fully responsible for all activities that occur through the use of your credentials. We will not be responsible for any damages, losses or liability to you or anyone else, if such information is not kept confidential by you, or if such information is correctly provided by an unauthorized third party logging into and accessing the Service. You agree to notify Macro immediately at email@example.com if you suspect or know of any unauthorized use of your login credentials or any other breach of security with respect to your User Account. Macro will not be liable for any loss or damage (whether direct or indirect) arising from unauthorized use of your credentials prior to you notifying Macro of such unauthorized use or loss of your credentials.
- 5.4. Restrictions on Accounts. Macro reserves the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by Macro in its sole discretion, and may, with or without prior notice, suspend or terminate your User Account if activities occur on it that, in Macro’s sole discretion, would or might constitute a violation of these User Terms, cause damage to or impair the Service, infringe or violate any third-party rights, damage or bring into disrepute the reputation of Macro, or violate any applicable laws or regulations.
6. Your Use of the Service
- 6.1. License. Subject to your complete and ongoing compliance with these User Terms, Macro hereby grants you a revocable, non-exclusive, non-transferable, non-sublicensable, royalty-free and worldwide right and license to access and use all public-facing portions of the Service, in each case, solely for the purposes of providing feedback to Macro or the Customer on meetings.
- 6.2. Content. Except for any third-party content linked to from the Service, the content that Macro provides you on or through the Service, including, without limitation, any text, graphics, photos, software and interactive features, are protected by copyright or other intellectual property rights and owned by Macro or its third-party licensors (collectively, the “Macro Content”). Moreover, Macro solely owns all design rights, databases and compilation and other intellectual property rights in and to the Service, in each case whether registered or unregistered, and any related goodwill.
- 6.3. Marks. The Macro trademarks, service marks, and logos (collectively, the “Macro Trademarks”) used and displayed on the Service are Macro’s registered or unregistered trademarks or service marks. Any other product and service names located on any part of the Service may be trademarks or service marks owned by third parties (collectively with the Macro Trademarks, the “Trademarks”). Except as otherwise permitted by law, you may not use the Trademarks to disparage Macro or the applicable third party, Macro’s or a third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks. You may not use any Trademarks as part of a link to or from any website without Macro’s prior express written consent. Your use of the Macro Trademarks will be subject to your compliance with Macro’s Trademark guidelines and Macro’s prior approval, not to be unreasonably withheld, conditioned or delayed. All goodwill generated from the use of any Macro Trademark will inure solely to Macro’s benefit.
- 6.4. Reservation of Rights. Macro owns and will continue to own the Service, including all related intellectual property rights, and Macro hereby reserves all rights not expressly granted to you in this Section 6. Accordingly, nothing in these User Terms or on the Service will be construed as granting to you, by implication, estoppel or otherwise, any additional license rights in and to the Service or any Macro Content or Trademarks located or displayed therein.
7. Your Data; License to Macro; Feedback
7.1. Your Data
- 7.1.1. Zoom Data. By default, the Service will automatically: (a) have access to your Zoom account, (b) view your current meetings, (c) view your current information, (d) view your current profile information
- 7.1.2. Google Calendar Data. By default, the Service will automatically: (a) have access to your Google account, (b) view events on all your calendars
- 7.1.3. Google Drive Data. By default, the Service will automatically: (a) have access to your Google account, (b) view and manage Google Drive folders and files that you have opened or created with the Service
- 7.2. Ownership of Your Data. As between us, on the one hand, and you, on the other, you will own all of Your Data. Subject to the terms and conditions of these User Terms, you grant us and any personnel leveraged by us in accordance with Section 14.3 a worldwide, non-exclusive, perpetual license to access, use, process, copy, sell, monetize, distribute, perform, export and display Your Data, and any Third-Party Products created by or for you, as reasonably necessary (1) to provide, maintain and update the Service; (2) to prevent or address service, security, support or technical issues; (3) as required by law; and (4) as expressly permitted in writing by you. You represent and warrant to us that you have secured all rights in and to Your Data as may be necessary to grant this license.
- 7.3. User Feedback. The more suggestions our users make, the better our Service becomes. If you choose to provide Macro with input or suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant us an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any Feedback for any purpose without any obligation or compensation to Customer or you.
8. Term and Termination
- 8.1. **Term.**The term of these User Terms commences as of your first use of the Service and continues until the termination of these User Terms by either you, Customer or Macro.
- 8.2. Termination. You may terminate these User Terms by sending written notification to Macro at firstname.lastname@example.org and terminating all other uses of the Service. Macro reserves the right, in its sole discretion, to restrict, suspend or terminate these User Terms and your access to all or any part of the Service at any time without prior notice or liability if you breach any provision of these User Terms or violate the rights of any third-party copyright owner. Macro will have the right to terminate these User Terms immediately if the Customer Terms are terminated and may terminate these User Terms immediately for any other reason with or without notice or liability to you, using the email address associated with your User Account. Macro reserves the right to change, suspend or discontinue all or any part of the Service at any time without prior notice or liability.
- 8.3. Survival. Sections 7.1 (Your Data), 7.3 (User Feedback), 8.3 (Survival), 9 (Limitations on Liability and Warranty Disclaimers), 10 (Dispute Resolution) 11 (Governing Law; Choice of Forum), 12 (Indemnity), 13 (Consent to Electronic Communications) and 14 (Miscellaneous) and all defined terms used therein will survive termination of these User Terms indefinitely.
9. LIMITATIONS ON LIABILITY AND WARRANTY DISCLAIMERS
- 9.1. DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY LAW, MACRO DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS ABOUT . SERVICE AND ANY CONTENT AVAILABLE ON THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, COMPLETENESS, APPROPRIATENESS, TIMELINESS OR RELIABILITY THEREOF. MACRO WILL NOT BE SUBJECT TO LIABILITY FOR (A) THE TRUTHFULNESS, ACCURACY OR COMPLETENESS OF ANY CONTENT ON THE SERVICE, (B) ERRORS, MISTAKES OR OMISSIONS THEREIN, OR (C) ANY DELAYS OR INTERRUPTIONS OF THE DATA, OR INFORMATION ON THE SERVICE FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SERVICE AND ANY CONTENT THEREON AT YOUR OWN RISK. YOU ARE SOLELY RESPONSIBLE FOR ALL INFORMATION YOU PROVIDE TO THE SERVICE.
- 9.2. NO ERROR FREE WARRANTY. TO THE FULLEST EXTENT PERMITTED BY LAW, MACRO DOES NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR FREE, OR THAT THE SERVICE AND ANY CONTENT THEREON ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SERVICE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, MACRO WILL NOT BE RESPONSIBLE FOR THOSE COSTS.
- 9.3. AS "IS" SERVICE. TO THE FULLEST EXTENT PERMITTED BY LAW, THE SERVICE AND ALL CONTENT THEREON ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. ACCORDINGLY, MACRO DISCLAIMS ALL WARRANTIES THERETO, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES’ RIGHTS AND FITNESS FOR PARTICULAR PURPOSE.
- 9.4. NO CONSEQUENTIAL DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MACRO BE LIABLE FOR ANY SPECIAL, INDIRECT, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM, OR IN CONNECTION WITH, THE USE OR INABILITY TO USE THE SERVICE AND ANY CONTENT THEREON, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF MACRO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
- 9.5. LIMITATION OF LIABILITY. MACRO’S LIABILITY TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO US$100.
- 9.6 Application of Consumer Law. The Service is a workplace tool intended for use by businesses and their employees and not for consumer purposes. To the maximum extent permitted by law, you hereby acknowledge and agree that consumer laws do not apply. If, however, any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these User Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies you have, and our liability is limited (at our option) to the replacement, repair or resupply of the Service.
- 9.7. RELEASE OF CLAIMS. TO THE FULLEST EXTENT PERMITTED BY LAW, ANY DISPUTE YOU HAVE WITH ANY THIRD PARTY ARISING OUT OF YOUR USE OF THE SERVICE, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER AUTHORIZED USER, IS DIRECTLY BETWEEN YOU AND SUCH THIRD PARTY, AND YOU IRREVOCABLY RELEASE MACRO FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH SUCH DISPUTES.
- 9.8. Third-Party Products. Our Service is one application on a platform sponsored by Zoom that Zoom and other third parties may use to develop applications and software that complement your use of the Service (“Third-Party Products”). THESE THIRD-PARTY PRODUCTS ARE NOT OUR SERVICE, SO WE DO NOT WARRANT OR SUPPORT THESE THIRD-PARTY PRODUCTS, AND, ULTIMATELY, YOU (AND NOT US) WILL DECIDE WHETHER OR NOT TO USE THEM. ANY USE OF A THIRD-PARTY PRODUCT IS SOLELY BETWEEN YOU AND THE APPLICABLE THIRD-PARTY PRODUCT PROVIDER. We will not be responsible for any use, disclosure, modification or deletion of YOUR Data that is transmitted to, or accessed by, a Third-Party Product.
- 9.9 NO ZOOM ENDORSEMENT. Any reference in these User Terms to ZOOM or any person, organization, activities, products or services related to ZOOM or any linkages from the Service to ZOOM and Customer’s ZOOM do not constitute or imply the endorsement, recommendation or favoring of ZOOM. Similarly, any reference by Zoom to the Service, Macro or any person, organization, activities, products or services related to Macro or any linkages from ZOOM or Customer’s ZOOM Workspace to the Service do not constitute or imply the endorsement, recommendation or favoring of Macro or the Service
10. Dispute Resolution
- 10.1. General. In the interest of resolving disputes between you and Macro in the most expedient and cost-effective manner, you and Macro agree that any dispute arising out of or in any way related to these User Terms or your use of the Service will be resolved by binding arbitration. Arbitration is less formal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. This agreement to arbitrate disputes includes all claims arising out of or in any way related to these User Terms or your use of the Service, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these User Terms. YOU UNDERSTAND AND AGREE THAT, BY CLICKING “I ACCEPT” OR BY OTHERWISE ACCESSING OR USING ANY PORTION OF THE SERVICE, YOU AND MACRO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR COLLECTIVE ACTION AND THAT THESE USER TERMS SHALL BE SUBJECT TO AND GOVERNED BY THE FEDERAL ARBITRATION ACT.
- 10.2. Exceptions. Despite the provisions of Section 10.1 above, nothing in these User Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (1) bring an individual action in small claims court; (2) pursue an enforcement action through the applicable federal, state or local agency if that action is available; (3) seek injunctive relief in aid of arbitration from a court of law; or (4) file suit in a court of law to address an intellectual property infringement claim.
- 10.3. Arbitrator. Any arbitration between you and Macro will be governed by the Federal Arbitration Act and the Commercial Dispute Resolution Procedures and Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these User Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at adr.org, by calling the AAA at 1-800-778-7879, or by contacting Macro. The arbitrator has exclusive authority to resolve any dispute relating to the interpretation, applicability, or enforceability of this binding arbitration agreement.
- 10.4. Notice; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by U.S. Mail (“Notice”) or, if an address is not available to such party, to the email address of such party as made available on or through the Service. Macro’s address for Notice is: 1 Western Avenue #625, Boston, Massachusetts 02163. The Notice must: (1) describe the nature and basis of the claim or dispute; and (2) set forth the specific relief sought (“Demand”). The parties will make good faith efforts to resolve the claim directly, but if the parties do not reach an agreement to do so within 30 days after the Notice is received, you or Macro may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Macro must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If the dispute is finally resolved through arbitration in your favor with a monetary award that exceeds the last written settlement amount offered by Macro prior to selection of an arbitrator, then Macro will pay you the highest of the following: (a) the amount awarded by the arbitrator, if any; (b) the last written settlement amount offered by Macro in settlement of the dispute prior to the arbitrator’s award; or (c) $15,000.
- 10.5. Fees. If you commence arbitration in accordance with these User Terms, Macro will reimburse you for your payment of the filing fee, unless your claim is for more than $15,000 or as set forth below, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Boston, Massachusetts, but if the claim is for $15,000 or less, you may choose whether the arbitration will be conducted: (1) solely on the basis of documents submitted to the arbitrator; (2) through a non-appearance based telephone hearing; or (3) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Macro for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. Each party agrees that such written decision, and information exchanged during arbitration, will be kept confidential except to the extent necessary to enforce or permit limited judicial review of the award. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
- 10.6. No Class Actions. YOU AND MACRO AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING (OTHER THAN CLAIMS WHICH ARE NOT COVERED BY THIS SECTION 10). Further, unless both you and Macro agree otherwise, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of a representative or class proceeding.
- 10.7. Modifications to this Arbitration Provision. Except as otherwise provided in these User Terms, if Macro makes any future change to this arbitration provision, other than a change to Macro’s address for Notice, then you may reject the change by sending Macro written notice within 30 days of the change to Macro’s address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes you rejected, will continue to govern any disputes between you and Macro. If you do not send such written notice, then your continued use of the Service following any such change means that you have consented to such change.
- 10.8. Enforceability. If Section 10.6 above is found to be unenforceable or if the entirety of this Section 10 is found to be unenforceable, then the entirety of this Section 10 will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue as described in Section 11 will govern any action arising out of or related to these User Terms or your use of the Service.
11. Governing Law; Choice of Forum
- 11.1 The laws of the Commonwealth of Massachusetts, excluding its conflicts of law rules, govern these User Terms and your use of the Service. Your use of the Service may also be subject to other local, state, national, or international laws; provided, however, that the United Nations Convention on Contracts for the International Sale of Goods will not apply to any provision of these User Terms. To the extent that any action relating to any dispute hereunder is permitted to be brought in a court of law, such action will be subject to the exclusive jurisdiction of the state and federal courts located in or having jurisdiction over Suffolk County, Massachusetts, and you hereby irrevocably submit to personal jurisdiction in such courts, and waive any defense of inconvenient forum.
- 12.1 To the fullest extent permitted by law, you agree to indemnify and hold harmless Macro, its affiliates and their respective directors, officers, managers, partners, employees, independent contractors and other agents (“Macro Parties”) from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (1) your breach of these User Terms; or (2) your access to, use or misuse of Macro Content or the Service. Macro will use commercially reasonable efforts to provide notice to you of any such claim, suit or proceeding. Macro reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section 12.1, and you agree to cooperate with any reasonable requests assisting Macro’s defense of such matter at your expense.
13. Consent to Electronic Communications
- 14.1. Choice of Law. These User Terms are governed by the internal substantive laws of the Commonwealth of Massachusetts without respect to its conflict of laws provisions.
- 14.2. Force Majeure. Neither you nor we will be liable by reason of any failure or delay in the performance of your or our obligations under these User Terms on account of events beyond the reasonable control of a party, which may include denial-of-service attacks, a failure by a third party hosting provider or utility provider, strikes, shortages, riots, fires, acts of God, war, terrorism, and governmental action.
- 14.3. Subcontracting. We may leverage our employees, those of our corporate affiliates and third-party contractors in exercising our rights and performing our obligations under these User Terms, and you hereby agree to such practices. We will be responsible for their compliance with our obligations under these User Terms.
- 14.4. **Independent Contractors; No Third-Party Beneficiaries.**The parties are independent contractors. You agree that no joint venture, partnership, employment or agency relationship exists between you and Macro as a result of these User Terms or use of the Service. There are no third-party beneficiaries to these User Terms.
- 14.5. Severability. If any provision of these User Terms is found to be invalid by any court having competent jurisdiction, the invalidity of such provision will not affect the validity of the remaining provisions of these User Terms, which will remain in full force and effect.
- 14.6. No Waiver. Failure of Macro to act on or enforce any provision of these User Terms will not be construed as a waiver of that provision or any other provision in these User Terms. No waiver will be effective against Macro unless made in writing, and no such waiver will be construed as a waiver in any other or subsequent instance.
- 14.7. Entire Agreement. Except as expressly agreed by Macro and you, these User Terms constitute the entire agreement between you and Macro with respect to the subject matter hereof, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter herein.
- 14.8. Headings. The Section headings are provided merely for convenience and will not be given any legal import.
- 14.9. Assignment. These User Terms will inure to the benefit of Macro’s successors and assigns. You may not assign these User Terms or any of the rights or licenses granted hereunder, directly or indirectly, without the prior express written consent of Macro. Macro may assign these User Terms, including all its rights hereunder, without restriction.
- 14.10 Contact Us. If you would like to contact Macro in connection with your use of the Service, then please refer to the contact information below:
1 Western Avenue #625
Boston, MA 02163
14.11. Notices. Except as otherwise set forth herein, all notices under these User Terms will be by email, although we may instead choose to provide notice to you through the Services. Notices to Macro will be sent to email@example.com, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to firstname.lastname@example.org. Notices will be deemed to have been duly given (1) the day after it is sent, in the case of notices through email; and (2) the same day, in the case of notices through the Services.