Welcome, and thank you for your interest in Marlo, Inc., d/b/a Macro (“Macro,” “we,” or “us”) and our website at www.macro.io, along with our related websites, applications, and other services provided by us (collectively, the “Service”). These Terms of Service are a legally binding contract between you and Macro regarding your use of the Service.
PLEASE READ THE FOLLOWING TERMS CAREFULLY:
ARBITRATION NOTICE. Except for certain kinds of disputes described in Section 15, you agree that disputes arising under these Terms will be resolved by binding, individual arbitration, and BY ACCEPTING THESE TERMS, YOU AND MACRO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURYOR TO PARTICIPATE IN ANY CLASS ACTION OR REPRESENTATIVE PROCEEDING. YOU AGREE TO GIVEUP YOUR RIGHT TO GO TO COURT to assert or defend your rights under this contract (except formatters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury. (See Section 15.)
1. Macro Service Overview. As part of the Service, Macro makes an application available to you(the “App”) that can be used on devices meeting specifications required by Macro. The App has been developed by Macro to be used by you in connection with a third-party videoconferencing service (e.g., Zoom) (“Video Conference Service”). When you first run the App on a device, the App will prompt you to grant permission to automatically launch video conference calls (each, a “Call”) from the applicable Video Conference Service’s links or launch buttons. If you grant such permission, the App will then become the default application to launch Calls on that device. If you deny permission for the App to automatically launch Calls, you may still opt to take a Call using the App by launching the Call through the App itself. If you close the permission dialogue box without granting or denying such permission, the App will re-prompt the next time you run the App on the device. If you opt to take a Call using the App, the Service will automatically display that Call through the App. In addition, while using the App, you may opt to integrate your Google Calendar, Drive, and Docs accounts with the Service. If you opt to integrate your Google Calendar account with the Service, you will receive Call information through the App, including each Call’s title, time remaining until each Call, and information on upcoming Calls. If you opt to integrate your Google Drive and Docs accounts with the Service, the App automatically creates a new Google Doc with action items and notes that you take during a Call on the App which will be automatically saved to your integrated Google Drive account.
2. Eligibility. You must be at least 18-years old to use the Service. By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18-years old; (b) you have not previously been suspended or removed from the Service; and (c) your registration and your use of theService is in compliance with any and all applicable laws and regulations. These Terms are intended for use of the Service by individuals only. If your company or organization is interested in using the Service, please contact us at email@example.com to enter into a separate written agreement with Macro that expressly allows for commercial use of the Service (such an agreement, a “Customer Agreement”).
3. Accounts and Registration. To access most features of the Service, you must use your login credentials for your account with the applicable` Video Conference Service provider (your “UserAccount”). You are solely responsible for maintaining the confidentiality of your User Account and password, and you accept responsibility for all activities that occur under your UserAccount. If you believe that your User Account is no longer secure, then you must immediately notify the Video Conference Service provider.
- Limited License. Subject to your complete and ongoing compliance with these Terms,Macro grants you, solely for your personal, non-commercial use, a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to: (a) install and use one object code copy of the App on each compatible device that you own or control; and (b) access and use all public-facing portions of the Service.
- License Restrictions. Except and solely to the extent such a restriction is impermissible under applicable law, you may not: (a) reproduce, distribute, publicly display, or publicly perform the Service; (b) make modifications to the Service; or (c) interfere with or circumvent any feature of the Service, including any security or access control mechanism. If you are prohibited under applicable law from using the Service, you may not use it.
- Feedback. If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Service (“Feedback”), then you hereby grant Macro an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve theService and create other products and services.
5. Ownership; Proprietary Rights. The Service is owned and operated by Macro. The visual interfaces, graphics, design, compilation, information, data, computer code (including source code or object code), products, software, services, and all other elements of the Service(“Materials”) provided by Macro are protected by intellectual property and other laws. AllMaterials included in the Service are the property of Macro or its third-party licensors. Except as expressly authorized by Macro, you may not make use of the Materials. Macro reserves all rights to the Materials not granted expressly in these Terms.
7. Third-Party Terms
- Third-Party Services and Linked Websites. The Service is integrated with services offered byVideo Conference Service providers and other Third-Party Service Providers. As a result, your use of Google Calendar and Google Docs is governed by the Google Terms of Service, available at policies.google.com/terms, and your use of any other Video Conference Service or Third-Party Service Providers’ services may be governed by the terms and conditions of those Third-Party Service Providers. Macro provides tools through the Service that enable you to export information, including Your Data, to third-party services. By using these tools, you agree that Macro may transfer that information to the applicable Third-Party ServiceProvider. Third-Party Service Providers are not under Macro’s control, and, to the fullest extent permitted by law, Macro is not responsible for any Third-Party Service Provider’s use of your exported information. The Service may also contain links to third-party websites.Linked websites are not under Macro’s control, and Macro is not responsible for their content.
- Third-Party Software. The Service may include or incorporate third-party software components that are generally available free of charge under licenses granting recipients broad rights to copy, modify, and distribute those components (“Third-PartyComponents”). Although the Service is provided to you subject to these Terms, nothing in these Terms prevents, restricts, or is intended to prevent or restrict you from obtainingThird-Party Components under the applicable third-party licenses or to limit your use ofThird-Party Components under those third-party licenses
8. Communications. We may send you emails concerning our products and services, as well as those of third parties. You may opt out of promotional emails by following the unsubscribe instructions in the promotional email itself.
9. Prohibited Conduct. BY USING THE SERVICE, YOU AGREE NOT TO:
- use the Service for any illegal purpose or in violation of any local, state, national, or international law;
- harass, threaten, demean, embarrass, bully, or otherwise harm any other user of the Service;
- violate, or encourage others to violate, any right of a third party, including by infringing or misappropriating any third-party intellectual property right;
- interfere with security-related features of the Service, including by: (a) disabling or circumventing features that prevent or limit use or copying of any content; or (b) reverse engineering or otherwise attempting to discover the source code of any portion of the Service except to the extent that the activity is expressly permitted by applicable law;
- Interfere with the operation of the Service or any user’s enjoyment of the Service, including by: (i) uploading or otherwise disseminating any virus, adware, spyware, worm, or other malicious code; (ii) making any unsolicited offer or advertisement to another user of the Service;(iii) collecting personal information about another user or third party without consent; or
(iv) interfering with or disrupting any network, equipment, or server connected to or used to provide the Service;
- perform any fraudulent activity including impersonating any person or entity, claiming a false affiliation, accessing any other Service account without permission, or falsifying your age or date of birth;
- sell or otherwise transfer the access granted under these Terms or any Materials (as defined in Section 5) or any right or ability to view, access, or use any Materials; or
- attempt to do any of the acts described in this Section 9 or assist or permit any person in engaging in any of the acts described in this Section 9.
10. Modification of Terms. We reserve the right to change these Terms on a going-forward basis at any time upon 7 days’ notice. Please check these Terms periodically for changes. If a change to these Terms materially modifies your rights or obligations, we may require that you accept the modified Terms in order to continue to use the Service. Material modifications are effective upon the earliest of your receipt of notice or acceptance of the modified Terms. Immaterial modifications are effective upon publication. Except as expressly permitted in this Section 10, these Terms may be amended only by a written agreement signed by authorized representatives of the parties to these Terms. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
11. Term, Termination, and Modification of the Service
- Term. These Terms are effective beginning when you accept the Terms or first download, install, access, or use the Service, and ending when terminated as described inSection 11.2.
- Termination. If you violate any provision of these Terms, your authorization to access the Service and these Terms automatically terminate. In addition, Macro may, at its sole discretion, terminate these Terms or your account on the Service, or suspend or terminate your access to the Service, at any time for any reason or no reason, with or without notice. You may terminate your account and these Terms at any time by contacting customer service at firstname.lastname@example.org.
- Effect of Termination. Upon termination of these Terms: (a) your license rights will terminate and you must immediately cease all use of the Service; (b) you will no longer be authorized to access your account or the Service; (c) you must pay Macro any unpaid amount that was due prior to termination; and (d) all payment obligations accrued prior to termination and Sections 4.3, 5, 11.3, 12, 13, 14, 14.3 and 15.9 will survive.
- Modification of the Service. Macro reserves the right to modify or discontinue theService at any time (including by limiting or discontinuing certain features of the Service),temporarily or permanently, without notice to you. Macro will have no liability for any change to the Service or any suspension or termination of your access to or use of theService.
12. Indemnity. To the fullest extent permitted by law, you are responsible for your use of theService, and you will defend and indemnify Macro, its affiliates and their respective shareholders, directors, managers, members, officers, employees, consultants, and agents(together, the “Macro Entities”) from and against every claim brought by a third party, and any related liability, damage, loss, and expense, including attorneys’ fees and costs, arising out of or connected with: (a) your unauthorized use of, or misuse of, the Service; (b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation; (c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or (d) any dispute or issue between you and any third party. We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of those claims.
13. Disclaimers; No Warranties
- THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS. MACRO DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SERVICE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SERVICE, INCLUDING: (a)ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (b) ANY WARRANTY ARISING OUTOF COURSE OF DEALING, USAGE, OR TRADE. MACRO DOES NOT WARRANT THAT THE SERVICE OR ANY PORTION OF THE SERVICE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SERVICE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES,OR OTHER HARMFUL COMPONENTS, AND MACRO DOES NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
- NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SERVICE OR MACRO ENTITIES OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SERVICE WILL CREATE ANY WARRANTY REGARDING ANY OF THE MACRO ENTITIES OR THE SERVICE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. WE ARE NOT RESPONSIBLE FOR ANY DAMAGE THAT MAY RESULT FROM THE SERVICE AND YOUR DEALING WITH ANY OTHER SERVICE USER. YOU UNDERSTAND AND AGREE THAT YOU USEANY PORTION OF THE SERVICE AT YOUR OWN DISCRETION AND RISK, AND THAT WE ARENOT RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR COMPUTER SYSTEM OR MOBILE DEVICE USED IN CONNECTION WITH THE SERVICE) OR ANY LOSS OFDATA, INCLUDING USER CONTENT.
- THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THIS SECTION 13 APPLY TOTHE FULLEST EXTENT PERMITTED BY LAW. Macro does not disclaim any warranty or other right that Macro is prohibited from disclaiming under applicable law.
14. Limitation of Liability
- TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE MACRO ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES (INCLUDING DAMAGES FOR LOSS OF PROFITS, GOODWILL, OR ANY OTHER INTANGIBLE LOSS) ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF,OR YOUR INABILITY TO ACCESS OR USE, THE SERVICE OR ANY MATERIALS OR CONTENT ONTHE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MACRO ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
- EXCEPT AS PROVIDED IN SECTION 15.6 AND TO THE FULLEST EXTENT PERMITTED BYLAW, THE AGGREGATE LIABILITY OF THE MACRO ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SERVICE OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF: (a) THE AMOUNT YOU HAVE PAID TO MACRO FOR ACCESS TO AND USE OF THE SERVICE IN THE 12 MONTHS PRIOR TO THE EVENT OR CIRCUMSTANCE GIVING RISE TO THE CLAIM AND (b) US$100.
- EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY,DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 14 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
15. Dispute Resolution and Arbitration
- Generally. In the interest of resolving disputes between you and Macro in the most expedient and cost effective manner, and except as described in Section 15.2 and 15.4, you and Macro agree that every dispute arising in connection with these Terms 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 relating to any aspect of these Terms, 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 Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MACRO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
- Exceptions. Despite the provisions of Section 15.1, nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law in aid of arbitration; or (d) to file suit in a court of law to address an intellectual property infringement claim.
- Opt-Out. If you do not wish to resolve disputes by binding arbitration, you may opt out of the provisions of this Section 15 within 30 days after the date that you agree to theseTerms by sending a letter to Marlo, Inc., Attention: Legal Department – Arbitration Opt-Out,1 Western Avenue #625, Boston, MA 02163 that specifies: your full legal name, the email address associated with your account on the Service, and a statement that you wish to opt out of arbitration (“Opt-Out Notice”). Once Macro receives your Opt-Out Notice, thisSection 15 will be void and any action arising out of these Terms will be resolved as set forth in Section 16.2. The remaining provisions of these Terms will not be affected by your Opt-Out Notice.
- Arbitrator. Any arbitration between you and Macro will be settled under the FederalArbitration Act and administered by the American Arbitration Association (“AAA”) under itsConsumer Arbitration Rules (collectively, “AAA Rules”) as modified by these Terms. The AAARules and filing forms are available online at www.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.
- Notice of Arbitration; Process. A party who intends to seek arbitration must first send a written notice of the dispute to the other party by certified U.S. Mail or by FederalExpress (signature required) or, only if that other party has not provided a current physical address, then by electronic mail (“Notice of Arbitration”). Macro’s address for Notice is:Marlo, Inc., 1 Western Avenue #625, Boston, MA 02163. The Notice of Arbitration must:
(a) describe the nature and basis of the claim or dispute; and (b) 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 ofArbitration is received, you or Macro may commence an arbitration proceeding. All arbitration proceedings between the parties will be confidential unless otherwise agreed by the parties in writing. 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 arbitrator awards you an amount higher than the last written settlement amount offered by Macro in settlement of the dispute prior to the award, Macro will pay to you the higher of: (a) the amount awarded by the arbitrator and(b) US$10,000.
- Fees. If you commence arbitration in accordance with these Terms, Macro will reimburse you for your payment of the filing fee, unless your claim is for more thanUS$10,000, 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 US$10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through anon-appearance based telephone hearing; or (c) 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 CivilProcedure 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. 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.
- 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. 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.
- Modifications to this Arbitration Provision. If Macro makes any future change tot his arbitration provision, other than a change to Macro’s address for Notice of Arbitration, you may reject the change by sending us written notice within 30 days of the change to Macro’s address for Notice of Arbitration, in which case your account with Macro will be immediately terminated and this arbitration provision, as in effect immediately prior to the changes you rejected will survive.
- Enforceability. If Section 15.7 or the entirety of this Section 15 is found to be unenforceable, or if Macro receives an Opt-Out Notice from you, then the entirety of thisSection 15 will be null and void and, in that case, the exclusive jurisdiction and venue described in Section 16.2 will govern any action arising out of or related to these Terms.
- Governing Law. These Terms are governed by the laws of the Commonwealth ofMassachusetts without regard to conflict of law principles. You and Macro submit to the personal and exclusive jurisdiction of the state courts and federal courts located withinSuffolk County, Massachusetts for resolution of any lawsuit or court proceeding permitted under these Terms. We operate the Service from our offices in Massachusetts, and we make no representation that Materials included in the Service are appropriate or available for use in other locations.
- Additional Terms. Your use of the Service is subject to all additional terms, policies, rules, or guidelines applicable to the Service or certain features of the Service that we may post on or link to from the Service (the “Additional Terms”). All Additional Terms are incorporated by this reference into, and made a part of, these Terms.
- Contact Information. The Service is offered by Marlo, Inc., located at 1 WesternAvenue #625, Boston, MA 02163. You may contact us by sending correspondence to that address or by emailing us at email@example.com.
- Notice to California Residents. If you are a California resident, under California CivilCode Section 1789.3, you may contact the Complaint Assistance Unit of the Division ofConsumer Services of the California Department of Consumer Affairs in writing at 1625 N.Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at +1-800-952-5210 in order to resolve a complaint regarding the Service or to receive further information regarding use of the Service.
- No Support. We are under no obligation to provide support for the Service. In instances where we may offer support, the support will be subject to published policies.
- International Use. The Service is intended for visitors located within the UnitedStates, unless use outside the United States is expressly permitted under a CustomerAgreement. If your use of the Service is subject to these Terms and is not subject to aCustomer Agreement, we make no representation that the Service is appropriate or available for use outside of the United States, and access to the Service from countries or territories or by individuals where such access is illegal is prohibited.