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MarketMan Inc. and its affiliates (“MarketMan”, “we”, “our”, “Company”) welcome you (“you”) to our website at https://www.MarketMan.com and its affiliated websites (collectively, the “Site” and mobile application (the “App”). MarketMan is an online platform, which enables vendors and buyers to manage, market and purchase resources related to the food industry. Each of the Site and/or App’s users may use the Site and/or App in accordance with the terms and conditions hereunder.
Marketman offers through the Site and App, an online platform, which provides food producers and suppliers, buyers, distributors and advertisers cloud based enterprise resource planning (ERP) services, as well as promotional and marketing services (the “Platform”). For example, by using of the Platform, you may be able to manage your inventory, locate new costumers or suppliers, compare commodities and prices and so forth. If you manage a restaurant, use of the Platform will enable you to easily track price changes, reduce costly errors and reconciliations, track your food cost in real time, know your menu profitability and gain control over your inventory costs with real-time updates. If you are a foods supplier, use of the Platform will assist you in eliminating hand written and manual orders, increasing order handling productivity, reducing order errors, controlling your brand’s look and feel, setting up your custom product catalog including images, barcodes, prices, etc., easily updating your product catalog, shifting customer interactions to sales opportunities and getting reports for better decision making and shortening sales cycle. Access and use of the Services, and in particular the Platform, is subject to the opening of an Account and subscribing to a payment plant, either by an individual or organization, as detailed below (the “User(s)”). The Platform is provided to you “as-is”, and it functions by Users uploading their Data (as defined below) to their Account (as defined below) for the purpose of interacting with other Users of interest. In addition, Marketman may run advertisements and promotions from third parties on the Site and/or App, host third-party content or otherwise provide information about or links to third-party products or services on the Site and/or App. The Site and App may also provide you with comprehensive information regarding, inter-alia, MarketMan’s Services, concept, sales, news regarding the Company, job opportunities and so forth, including any other content related thereto such as contact information, videos, text, files, logos, button icons, images, data compilations, links, other specialized content, technical data, documentation, know-how, specifications materials, designs, data, the “look and feel” of the Site and/or App, algorithms, source and object code, interface, GUI, interactive features related graphics, illustrations, drawings, animations, and other features obtained from or through the Site (the “Content”). (Collectively, the “Service(s)”)
ALL RIGHTS IN AND TO THE CONTENT AVAILABLE ON THE SITE AND APP (OTHER THAN THE DATA) ARE RESERVED TO MARKETMAN OR ITS LICENSORS. TO THE EXTENT LEGALLY PERMISSIBLE, THE SITE, THE PLAFORM, SERVICES, APP AND THE CONTENT AVAILABLE THEREIN ARE PROVIDED ON AN “AS IS” BASIS. MARKETMAN WILL NOT BE LIABLE FOR ANY DAMAGES OR LOSS INCURRED TO YOU OR ANY OTHER PERSON AS A RESULT OF OR IN CONNECTION WITH YOUR USE OF THE PLATFORM, SITE, THE APP, THE CONTENT AND/OR THE DATA AVAILABLE THEREIN. YOUR USE OF THE SERVICES, THE SITE, THE APP, THE PLATFORM, THE CONTENT AND/OR THE DATA AVAILABLE THEREIN IS ENTIRELY AT YOUR OWN RISK. OTHER THAN AS EXPRESSLY STATED HEREIN, MARKETMAN IS NOT A PARTY TO ANY TRANSACTION CONDUCTED VIA THE PLATFORM, AND IS NOT THE SELLER OR SUPPLIER OF ANY OF THE GOODS OR SERVICES THAT MAY BE AVAILABLE VIA THE PLATFORM. MARKETMAN DOES NOT HAVE ANY OF THE LEGAL OBLIGATIONS THAT APPLY TO THE SELLERS OF THOSE GOODS OR SERVICES. ALL DATA, INCLUDING, BUT NOT LIMITED TO, DESCRIPTIONS, DEALS AND PRODUCE AND COMMODETIES OFFERED, IS SUPPLIED TO MARKETMAN BY THE RELEVANT USER OR THIRD PARTIES, IS NOT VERIFIED BY MARKETMAN AND DOES NOT BIND MARKETMAN IN ANY FORM. IN ANY CASE WHERE SUCH DATA CONTRADICTS OR IS INCONSISTENT WITH INFORMATION PROVIDED TO YOU BY ANOTHER USER OF THE PLATFORM DIRECTLY, ONLY INFORMATION SUPPLIED BY SUCH USER DIRECTLY SHALL PREVAIL. WE RESERVE OUR RIGHT TO REFUSE PROVISION OF THE SERVICES, TO ANYONE, FOR ANY REASON OR FOR NO REASON ALL SUBJECT TO APPLICABLE LAW.
Note: You hereby acknowledge and agree that you may be charged for Internet, maintenance of network connection and data usage charges made through use of the Site and/or App, according to the applicable rates charged by your respective third party Internet and data usage service provider as may be from time to time.
The Content available through the Platform may contain features and functionalities that may link you or provide you with access to third party content which is completely independent of MarketMan, including web sites, directories, servers, networks, systems, information and databases, applications, software, programs, products or services, and the Internet as a whole. Your interactions and business dealings with organizations and/or individuals found on or through the Site and/or the App and/or the Platform, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that MarketMan shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or interactions. We will not be responsible for, and do not endorse, any third party content, sites or services, including without limitation, products, tests, studies, procedures, services, opinions, or websites accessed or mentioned on the Site and/or App and/or through the Services. For further details, please refer to Section 19 below (Disclaimers and No Warranties).
While using the Service, you may agree to allow MarketMan to share certain information we may collect from you in order to enhance the marketplace competitiveness. Such shared data may include information, without limitation to: (i) your supplier’s share of wallet within your purchases; (ii) status of your supplier’s pricing; and (iii) the identity of certain recipes using your supplier’s products, if applicable (collectively, “Customer Insights”).
6.1. Customer Data. While using the Service, Users may submit certain content, data or information to the Platform, such as recipes, invoices, purchase order guides and images of products to be used internally by the Users (collectively, “Customer Data”).
6.2. Public Data. The Platform enables Users to submit certain content, data or information to the Service, which may be made publicly available to vendors and other Users, such as vendor details, vendor product catalogs and images, vendor prices and product reviews, in order to search and contact other Users, for example for purposes of advertising their products offered, seek for suppliers, comparing vendors and so forth (collectively, “Public Data”) (“Customer Data” together with “Public Data” collectively, “Data”).
6.3. Responsibility. You represent and warrant that you are the rightful owner of the Data you upload to the Platform or that you have (and will continue to have) all the necessary licenses, rights, consents, and permissions from the licensors of such Data and that such Data does not infringe any third party’s intellectual property rights, privacy rights or publicity rights. • THE PUBLIC DATA THAT YOU UPLOAD IS PUBLICLY AVAILABLE TO OTHER USERS; AND, THEREFORE, IS DEEMED NON-CONFIDENTIAL AND YOU HEREBY WAIVE ANY PRIVACY RIGHTS AND PUBLICITY RIGHTS (AS APPLICABLE) WITH RESPECT THERETO. • You understand and agree that you are solely responsible for your Data and the consequences of posting or publishing such Data. MarketMan will not bear any liability for any loss, damage, cost or expense that you may suffer or incur as a result of or in connection with uploading any Data. • You expressly agree that the Public Data will not include any unsolicited promotions, advertising, contests or raffles. • You agree that you will not post or upload any Data containing content which is unlawful for you to possess, post or upload in the country in which you are resident, or which it would be unlawful for MarketMan to use or possess in connection with the Service (including but not limited to any content which is defamatory, libelous, pornographic, indecent, harassing, threatening, abusive or fraudulent). • Although MarketMan has no obligation to screen, edit or monitor any of the Data, MarketMan explicitly reserves the right, at its sole discretion, to remove or edit, without giving any prior notice, any Data available on the Site and/or Platform at any time and for any reason, and you are solely responsible for creating backup copies of your Data and replacing any Data you post or store on the Site and/or the Platform at your sole expense. • MarketMan takes no responsibility and assumes no liability for any Public Data uploaded, posted, published and made available by you or any third party in the Site and/or App, or for any loss or damage thereto, nor is MarketMan liable for any mistakes, defamation, libel, falsehoods, obscenities or pornography you or any other third party may encounter. • MarketMan may create limits on the use of the Site and/or App including limitation on size and storage space available for Users to upload Data. • The Site and/or App are accessible from around the world but this does not mean all Services or service features are available in your country, or that the Data is legal in your country. We may block access to certain Services (or certain service features or content) in certain countries. It is your responsibility to make sure your use of the Services including the Data is legal in the country where you live. • As a viewer of the Public Data, you agree that if you find that any Public Data available on the Site and/or App is offensive harmful, inaccurate, misleading or were posted in violation of these Terms, you may simply stop viewing such Public Data and please contact our Misconduct Agent or our Copyright Agent, as applicable (for more information see below).
6.4. Security. MarketMan agrees to implement reasonable security measures to protect Customer Data and Customer Insights and will, at a minimum, utilize industry standard security procedures. However, because of the nature of the Service, which combines public and private information that is conveyed over the public internet, dapulse shall not be held liable for any damage caused as a result of your use of the Service, their unavailability, any error or faults in the Service.
As long as your Data is subject to any applicable copyright law, it shall remain at all times, and to the extent permitted by law, your sole and exclusive property. We do not claim ownership of your Data. However, we need certain licenses to your Data in order to enable different functions in the Site, Platform and/or App and in order to provide you with the Service. When you upload, post, publish or make available any Customer Data, you grant us a perpetual, non-exclusive, royalty-free, sublicenseable, transferable and worldwide license to use, process, access, modify, display, copy and store Customer Data in order to provide the Service. By submitting the Public Data you hereby grant us a worldwide, irrevocable, non-exclusive, royalty-free, perpetual, sublicenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the Public Data in connection with the Site, App, Platform and/or our business, including without limitation for publishing and redistributing part or all of your Public Data (and derivative works thereof) in any media formats and through any media channels and, and you hereby waive any moral rights in your Public Data, to the extent permitted by law. When you upload, post, publish or make available any Public Data, you grant to each User of the Site and/or App a non-exclusive, and royalty-free license to access and view, your Public Data. Please note that the Company cannot monitor or control what other Users do with your PUBLIC DATA. MARKETMAN TAKES NO RESPONSIBILITY AND ASSUMES NO LIABILITY FOR ANY DATA UPLOADED, POSTED, PUBLISHED AND/OR MADE AVAILABLE BY YOU OR ANY THIRD PARTY IN THE SITE AND/OR APP, FOR ANY LOSS OR DAMAGE THERETO OR FOR ANY LOSS OR DAMAGE IT MAY CAUSE THIRD PARTIES, NOR IS MARKETMAN LIABLE FOR ANY MISTAKES, DEFAMATION, LIBEL, FALSEHOODS, OBSCENITIES OR PORNOGRAPHY YOU OR ANY OTHER THIRD PARTY MAY ENCOUNTER WITH RESPECT TO THE DATA.
There are certain conducts which are strictly prohibited when using the Platform, Site and/or App. Please read the following restrictions carefully. Failure to comply with any of the provisions set forth herein may result (at MarketMan’s sole discretion) in the termination of your Account and use of the Site and/or App and/or Platform and may also expose you to civil and/or criminal liability. Unless otherwise explicitly permitted under these Terms or in writing by MarketMan, you may not (and you may not permit anyone to): (a) use the Platform, Site and/or App and/or the Content and/or Data for any illegal, immoral, unlawful and/or unauthorized purposes; (b) use the Site and/or App and/or Content and/or Public Data for non-personal or commercial purposes; (c) remove or disassociate, from the Content and/or the Site and/or App any restrictions and signs indicating proprietary rights of MarketMan or its licensors, including but not limited to any proprietary notices contained in such materials (such as ©,™, or ®); (d) interfere with or violate Users’ rights to privacy and other rights, or harvest or collect personally identifiable information about Users without their express consent, whether manually or with the use of any robot, spider, crawler, any search or retrieval application, or use other manual or automatic device, process or method to access the Site and retrieve, index and/or data-mine information; (e) interfere with or disrupt the operation of the Platform, Site and/or App or the servers or networks that host the Platform, Site and/or App, or disobey any laws, regulations, requirements, procedures, or policies of such servers or networks; (f) falsely state or otherwise misrepresent your affiliation with any person or entity, or express or imply that the Company endorses you, your site, your business or any statement you make, or present false or inaccurate information about the Site and/or App; (g) take any action that imposes, or may impose, an unreasonable or disproportionately large load on our Platform infrastructure, as determined by us; (h) bypass any measures we may use to prevent or restrict access to the Site and/or App; (i) copy, modify, alter, adapt, make available, translate, port, reverse engineer, decompile, or disassemble any portion of the Content and/or Public Data made accessible by MarketMan on or through the Site and/or App, or publicly display, reproduce, create derivative works from, perform, distribute, or otherwise use such Content; (j) copy, distribute, display, execute publicly, make available to the public, reduce to human readable form, decompile, disassemble, adapt, sublicense, make any commercial use, sell, rent, transfer, lend, process, compile, reverse engineer, combine with other software, translate, modify or create derivative works of any material (including, but not limited to the App and Platform) that is subject to MarketMan’s proprietary rights, including MarketMan’s Intellectual Property (as such term is defined below), in any way or by any means; (k) make any use of the Content and/or Public Data on any other site or networked computer environment for any purpose without MarketMan’s prior written consent; (l) create a browser or border environment around MarketMan Content (no frames or inline linking is allowed); (m) sell, license, or exploit for any commercial purposes any use of or access to the Platform, Site and/or App and/or the Services and/or Content and/or Public Data; (n) frame or mirror any part of the Site and/or App without MarketMan’s prior express written authorization; (o) create a database by systematically downloading and storing all or any of the Content and/or Public Data from the Site and/or App; (p) transmit or otherwise make available in connection with the Platform, Site and/or App any virus, worm, Trojan Horse, time bomb, web bug, spyware, or any other computer code, file, or program that may or is intended to damage or hijack the operation of any hardware, software, or telecommunications equipment, or any other actually or potentially harmful, disruptive, or invasive code or component; (q) use the Platform, Site and/or App for any purpose for which the Site and/or App is not intended; (s) provide MarketMan with false Personal Information or payment method; and/or (t) and/or infringe and/or violate any of the Terms.
In order to contact us and use the Site, you will need to fill out and complete the Contact Form (https://marketman.com/contact). The Contact Form requires, inter alia, your name, e-mail address and a message.
For purposes of these Terms, confidential information shall include Customer Data, Customer Insights and any information that is clearly identified in writing at the time of disclosure as confidential or that should be reasonably understood to be confidential by the receiving party given the nature of the information and the circumstances of its disclosure (“Confidential Information”). Each party agrees: (a) to receive and maintain in confidence all Confidential Information disclosed to it by the other party or by a third-party; (b) not to use the Confidential Information of the other party except to the extent necessary to perform its obligations or exercise rights hereunder; (c) to limit the internal dissemination of Confidential Information to those employees and contractors of the recipient who have a need to know and an obligation to protect it; and (d) to protect the confidentiality thereof in the same manner as it protects the confidentiality of similar information and data of its own (at all times exercising at least a reasonable degree of care in the protection of such Confidential Information). MarketMan will restrict its employees’ access to your Confidential Information to only those employees necessary to successfully provide the Services. MarketMan may disclose Confidential Information on a need-to-know basis to its contractors who have executed written agreements requiring them to maintain such information in strict confidence and use it only to facilitate the performance of their services for MarketMan in connection with the performance of the Services. In addition, and subject to your explicit Consent and/or option to opt-out of such service (depending on your geographic location), MarketMan may disclose Customer Insights to your suppliers. Confidential Information shall not include information that: (1) is known publicly; (2) is generally known in the industry before disclosure; (3) has become known publicly, without fault of the recipient, subsequent to disclosure by the disclosing party; or (4) the recipient becomes aware of from a third party not bound by non-disclosure obligations to the disclosing party and with the lawful right to disclose such information to the recipient. This Section will not be construed to prohibit the disclosure of Confidential Information to the extent that such disclosure is required by law or order of a court or other governmental authority. The parties agree to give the other party prompt notice of the receipt of any subpoena or other similar request for such disclosure.
The Platform, Site, the App, the Content and the Company’s proprietary assets, and any and all intellectual property rights pertaining thereto, including, but not limited to, inventions, patents and patent applications, trademarks, trade names, service marks, copyrightable materials, domain names and trade dress, whether or not registered or capable of being registered (collectively, “Intellectual Property”), are owned by and/or licensed to the Company and are protected by applicable patent, copyright and other intellectual property laws and international conventions and treaties. All rights not expressly granted to you hereunder are reserved by the Company and its licensors. The Terms do not convey to you an interest in or to the Company’s Intellectual Property but only a limited revocable right of use in accordance with the Terms. Nothing in the Terms constitutes a waiver of the Company’s Intellectual Property under any law. To the extent you provide any feedbacks, comments or suggestions to MarketMan regarding the Platform, Site and/or the App (“Feedback”), MarketMan shall have an exclusive, royalty-free, transferable, assignable, fully paid up, worldwide, perpetual and irrevocable license to incorporate the Feedback into any MarketMan current or future products, technologies or services and use same for any purpose all without further compensation to you and without your approval. You agree that all such Feedback shall be deemed to be non-confidential. Further, you warrant that your Feedback is not subject to any license terms that would purport to require MarketMan to comply with any additional obligations with respect to any MarketMan current or future products, technologies or services that incorporate any Feedback.
MarketMan’s marks and logos and all other proprietary identifiers used by the Company in connection with the Services (“Company Trademarks”) are all trademarks and/or trade names of the Company, whether or not registered. All other trademarks, service marks, trade names and logos which may appear on the Site and/or App belong to their respective owners (“Third Party Marks”). No right, license, or interest to the Company Trademarks and the Third Party Marks is granted hereunder, and you agree that no such right, license, or interest may be asserted by you with respect thereto and therefore you will avoid using any of those marks, except as permitted herein.
The Platform, Site and/or App’s availability and functionality depend on various factors, such as communication networks. MarketMan does not warrant or guarantee that the Platform, Site and/or App will operate and/or be available at all times without disruption or interruption, or that it will be immune from unauthorized access or error-free.
MarketMan reserves the right to modify, correct, amend, enhance, improve, make any other changes to, or discontinue, temporarily or permanently this Site, Platform and/or App (or any part thereof, including but not limited to the Content) without notice, at any time. In addition, you hereby acknowledge that the Content provided under the Platform, Site and/or App may be changed, extended in terms of content and form or removed at any time without any notice to you. You agree that MarketMan shall not be liable to you or to any third party for any modification, suspension, or discontinuance of this Site Platform, and/or App or the Content included therein. You hereby agree that the Company is not responsible for any errors or malfunctions that may occur in connection with the performance of such changes.
TO THE FULLEST EXTENT LEGALLY PERMISSIBLE, THE SITE AND/OR THE APP AND/OR THE PLATFORM AND/OR THE CONTENT ARE PROVIDED ON AN “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE” BASIS, AND MARKETMAN, INCLUDING ITS VENDORS, OFFICERS, SHAREHOLDERS, SUB-CONTRACTORS, DIRECTORS, EMPLOYEES, AFFILIATES, SUBSIDIARIES, LICENSORS, AGENTS AND SUPPLIERS (COLLECTIVELY, “MARKETMAN’S REPRESENTATIVES”), DISCLAIM ALL WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NON-INFRINGEMENT OR IMPLIED WARRANTIES OF USE, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE AND THOSE ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. YOU MAY HAVE ADDITIONAL CONSUMER RIGHTS UNDER YOUR LOCAL LAWS THAT THIS AGREEMENT CANNOT CHANGE.
MARKETMAN IS NOT A PARTY TO ANY TRANSACTIONS BETWEEN USERS, AND IS NOT THE SELLER OR SUPPLIER OF ANY OF THE GOODS OR SERVICES THAT USERS MAY MAKE AVAILABLE VIA THE PLATFORM. THUS MARKETMAN DOES NOT HAVE ANY LEGAL OBLIGATION OR LIABILITY THAT MAY APPLY TO THE SELLERS OF THOSE GOODS OR SERVICES AND/OR TO ANY TRANSACTION YOU MAY CONDUCT WITH OTHER USERS. ACCORDINGLY, MARKETMAN HAS NO CONTROL OVER OR RESPONSIBILITY FOR GOODS OR SERVICES, INCLUDING, BUT NOT LIMITED TO, (A) THE CONDITION, PRICE, SUITABILITY, RELIABILITY, TIMELINESS, SAFETY, LEGALITY AND ACCURACY OF THESE PRODUCTS, OR SERVICES; (B) WHETHER ANOTHER USER CAN OR WILL SUPPLY AND PASS GOOD TITLE TO ANY GOODS OR SERVICES. MEMBERS SHOULD EXERCISE NO LESSER DEGREE OF CAUTION IN ENTERING INTO TRANSACTIONS WITH OTHER USERS THAN THEY WOULD WHEN ENTERING INTO A SIMILAR TRANSACTION OFFLINE. ALL DATA AND/OR CUSTOMER INSIGHTS INCLUDING, BUT NOT LIMITED TO, DESCRIPTIONS, DEALS AND PRODUCE AND COMMODITIES OFFERED, IS SUPPLIED TO MARKETMAN BY THE RELEVANT USER, IS NOT VERIFIED BY MARKETMAN AND DOES NOT BIND MARKETMAN IN ANY FORM. IN ANY CASE WHERE SUCH DATA AND/OR CUSTOMER INSIGHTS CONTRADICTS OR IS INCONSISTENT WITH INFORMATION PROVIDED TO YOU BY ANOTHER USER OF THE PLATFORM DIRECTLY, ONLY INFORMATION SUPPLIED BY SUCH USER DIRECTLY SHALL PREVAIL. IN CASE OF A DISPUTE BETWEEN USERS OF THE SITE AND/OR APP, OR BETWEEN USERS AND ANY THIRD PARTY, YOU UNDERSTAND AND AGREE THAT MARKETMAN IS UNDER NO OBLIGATION TO BECOME INVOLVED. IN THE EVENT THAT YOU HAVE A DISPUTE WITH ONE OR MORE OTHER USERS, YOU HEREBY RELEASE MARKETMAN AND MARKETMAN’S REPRESENTATIVES FROM ANY AND ALL CLAIMS, DEMANDS AND DAMAGES (ACTUAL AND CONSEQUENTIAL) OF EVERY KIND OR NATURE, KNOWN OR UNKNOWN, SUSPECTED AND UNSUSPECTED, DISCLOSED AND UNDISCLOSED, ARISING OUT OF OR IN ANY WAY RELATED TO SUCH DISPUTES AND/OR OUR SERVICE.
WE DO NOT WARRANT (I) THAT THE USE AND OPERATION OF THE SITE, APP, CONTENT OR DATA IS OR WILL BE SECURE, TIMELY, ACCURATE, COMPLETE, UNINTERRUPTED, WITHOUT ERRORS, OR FREE OF VIRUSES, DEFECTS, WORMS, OTHER HARMFUL COMPONENTS OR OTHER PROGRAM LIMITATIONS, (II) THAT WE WILL CORRECT ANY ERRORS OR DEFECTS IN THE SITE AND/OR THE APP, (III) AND/OR MAKE ANY REPRESENTATION REGARDING THE USE, INABILITY TO USE OR OPERATE, OR THE RESULTS OF THE USE OF THE SITE AND/OR THE APP AND/OR CONTENT AVAILABLE THEREON OR THROUGH THE SITE (INCLUDING THAT THE RESULTS OF USING THE SITE WILL MEET YOUR REQUIREMENTS). MARKETMAN AND MARKETMAN’S REPRESENTATIVES DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THE USE OF THE SITE, INCLUDING BUT NOT LIMITED TO THE AVAILABILITY, RELIABILITY OR THE QUALITY OF THE SITE AND/OR THE APP, AND ARE NOT AND SHALL NOT BE RESPONSIBLE FOR ANY ERROR, FAULT OR MISTAKE RELATED TO ANY CONTENT AND/OR INFORMATION DISPLAYED WITHIN THE SITE AND/OR THE APP. WE ARE NOT RESPONSIBLE AND HAVE NO LIABILITY FOR ANY ITEM OR SERVICE PROVIDED BY ANY PERSON OR ENTITY, INCLUDING USERS, OTHER THAN MARKETMAN. WE ARE NOT RESPONSIBLE FOR ANY CONSEQUENCES TO YOU OR OTHERS THAT MAY RESULT FROM TECHNICAL PROBLEMS (INCLUDING WITHOUT LIMITATION IN CONNECTION WITH THE INTERNET SUCH AS SLOW CONNECTIONS, TRAFFIC CONGESTION, OVERLOAD OF SERVERS, DELAYS OR INTERRUPTIONS) OR ANY TELECOMMUNICATIONS OR INTERNET PROVIDERS. YOU AGREE THAT USE OF THE SITE AND/OR THE APP AND/OR THE CONTENT THEREIN IS ENTIRELY AT YOUR OWN RISK. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, IN NO EVENT SHALL MARKETMAN, INCLUDING MARKETMAN’S REPRESENTATIVES BE LIABLE FOR ANY DAMAGES WHATSOEVER, INCLUDING, BUT NOT LIMITED TO, DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY (INCLUDING, WITHOUT LIMITATION, CONTRACT, NEGLIGENCE, TORT OR STRICT LIABILITY), INCLUDING, WITHOUT LIMITATION, LOSS OF GOODWILL, PROFITS OR DATA AND BUSINESS INTERRUPTION, ARISING HEREUNDER, RESULTING FROM OR ARISING OUT OF THE PLATFORM, SITE AND/OR THE APP, ANY COMMUNICATIONS AND INTERACTIONS OR MEETINGS WITH USERS OF THE SITE OR OTHER PERSONS WITH WHOM YOU COMMUNICATE AS A RESULT OF YOUR USE OF THE SITE AND/OR THE APP AND/OR THE CONTENT AND/OR DATA, YOUR USE OR INABILITY TO USE THE PLATFORM, SITE AND/OR THE CONTENT AND/OR DATA AND/OR THE FAILURE OF THE SITE TO PERFORM AS REPRESENTED OR EXPECTED, OR FROM ANY CONTENT, OR FROM THE PERFORMANCE OR FAILURE OF MARKETMAN TO PERFORM UNDER THESE TERMS, ANY OTHER ACT OR OMISSION OF MARKETMAN OR MARKETMAN’S REPRESENTATIVES BY ANY OTHER CAUSE WHATSOEVER; OR BASED UPON BREACH OF WARRANTY, GUARANTEE OR CONDITION, BREACH OF CONTRACT, NEGLIGENCE, STRICT LIABILITY, TORT, OR ANY OTHER LEGAL THEORY, REGARDLESS OF WHETHER MARKETMAN OR MARKETMAN’S REPRESENTATIVES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE EXTENT THAT THE APPLICABLE LAW PERMITS, YOU RELEASE US, OUR AGENTS AND EMPLOYEES FROM ALL LIABILITY ARISING OUT OF OR IN CONNECTION WITH ANY TRANSACTIONS WITH OTHER USERS, INCLUDING (WITHOUT LIMITATION) ALL CLAIMS AND DEMANDS RELATING TO UNCOMPLETED OR COMPLETED TRANSACTIONS, OR GOODS OR SERVICES OFFERED FOR SALE OR SUPPLY, OR ACTUALLY SOLD OR SUPPLIED, THROUGH OR IN CONNECTION WITH ANY TRANSACTIONS WITH OTHER USERS. IN ANY CASE, WITHOUT LIMITING THE GENERALITY OF THE FOREGOING AND TO THE MAXIMUM EXTENT LEGALLY PERMISSIBLE, MARKETMAN’S AND MARKETMAN’S REPRESENTATIVES’ TOTAL AGGREGATE LIABILITY FOR ALL DAMAGES OR LOSSES WHATSOEVER ARISING HEREUNDER OR IN CONNECTION WITH YOUR USE OR INABILITY TO USE THE SITE AND/OR THE APP AND/OR THE CONTENT AND/OR DATA SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID BY YOU, IF ANY, TO MARKETMAN FOR USE OF THE SITE AND/OR APP OVER THE TWELVE (12) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO SUCH CLAIM SUCH OR $US100.00, WHICHEVER IS GREATER. YOU WILL NOT, AND WAIVE ANY RIGHT TO, SEEK TO RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT OR INCIDENTAL DAMAGES FROM US AND FROM MARKETMAN’S REPRESENTATIVES. INASMUCH AS SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSIONS OR LIMITATIONS AS SET FORTH HEREIN, THE FULL EXTENT OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY.
You agree to defend, indemnify and hold harmless MarketMan, including MarketMan Representatives from and against any and all claims, damages, obligations, losses, liabilities, costs, debts, and expenses (including but not limited to attorney’s fees) arising from: (i) your use, misuse of, inability to use and/or activities in connection with the Platform, Site and/or the App and/or Content; (ii) your violation of any of these Terms; (iii) your violation of any third party rights, including without limitation any intellectual property rights or privacy right of such third party, in connection with your use of the Site; (iv) your Data and/or Customer Insights; and (v) any damage of any sort, whether direct, indirect, special or consequential, you may cause to any third party with relation to the Platform, Site and/or the App. It is hereby clarified that this defense and indemnification obligation will survive these Terms. Without derogating from the foregoing, we reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification by you, which will not excuse your indemnity obligations hereunder and in which event you will fully cooperate with us in asserting any available defense. You agree not to settle any matter subject to an indemnification by you without first obtaining our prior express written approval.
MarketMan respects the intellectual property rights of others. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide the following information in writing to MarketMan Copyright Agent: (i) a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of the material that you claim to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information sufficient to permit MarketMan to locate the material; (iv) information so that MarketMan can contact you, such as address, telephone number and email address; (v) a statement that you believe in good faith that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; (vi) a statement that the information in the notification is accurate and, under penalty of perjury, that you are the copyright owner or are authorized to act on behalf of the owner of a copyright that is allegedly infringed. MarketMan Copyright Agent can be reached at: email@example.com MarketMan has the sole discretion to restrict and/or terminate access to the Service of Users who are deemed to be repeat infringers of third party’s copyright works.
MarketMan may, at its sole discretion, change the Terms from time to time, including any other policies incorporated thereto, so please re-visit this page frequently. In case of any material change, we will make reasonable efforts to post a clear notice on the Site and/or will send you an e-mail (to the extent that you provided us with such e-mail address) regarding such change. Such material changes will take effect seven (7) days after such notice was provided on our Site or sent via e-mail, whichever is the earlier. Otherwise, all other changes to these Terms are effective as of the stated “Last Revised” date and your continued use of the Site on or after the Last Revised date will constitute acceptance of, and agreement to be bound by, those changes. In the event that the Terms should be amended to comply with any legal requirements, the amendments may take effect immediately, or as required by the law and without any prior notice.
These Terms shall remain in effect until terminated as set forth herein. In the event of your failure to comply herewith MarketMan may immediately temporarily or permanently limit, suspend or terminate your use of the Platform, Site and/or App and/or deny access to your Account. If you object to any term hereof, as may be amended from time to time, or become dissatisfied with the Service, you may terminate these Terms at any time by exiting our Platform, Site and/or App (as applicable) and stopping your use thereof and/or sending an e-mail to firstname.lastname@example.org and this will be you sole remedy in such circumstances. We note that we can suspend access to the Platform, Site and/or App and/or your Account if we believe, in our sole discretion, that one (or more) of the following events have occurred: (a) there is risk to the security or privacy of your Account ; (b) there is a threat to the security or integrity of our network or our servers; (c) suspension is needed to protect the rights, property or safety of MarketMan, its users or the public; (d) there is a basis for termination of your Account; (e) you have violated these Terms; (f) if you, at our sole discretion, determined as a repeat infringer (a User who has been notified of infringing activity more than twice); and/or (g) we are required to by law. We may, but are not obligated to, provide you a notice in the event of any such suspension. During such suspension, you will not have the ability to use or access your Account. In the event that we will determine, in our sole discretion, that the reason for suspension of access to your Account has been resolved, we will restore access to your Account. Upon termination of these Terms for any reason: (i) all rights granted to you hereunder will automatically terminate, (ii) you must immediately cease all use of the Site and so certify to MarketMan if required by it, and (iii) the provisions of these Terms that, by their nature and content, must survive the termination of these Terms in order to achieve the fundamental purposes of these Terms shall so survive. Without limiting the generality of the forgoing, the Use Restrictions, Intellectual Property, Trademarks and Trade names, Disclaimers and No Warranties, Limitation of Liability, Indemnification and General sections will survive the termination of the Terms.
For a period of thirty (30) days from the effective date of termination of this Agreement, MarketMan will provide Customer, upon Customer’s written request, with a reasonable opportunity to access the Customer Data retained by MarketMan at such time. MarketMan shall not be responsible for Customer Data that may be contained in Customer’s Account at any time following said thirty (30) day period, and Customer agrees to waive any legal or equitable rights or remedies it may have against MarketMan with respect to Customer Data that is not retained in connection thereto.
(a) These Terms constitute the entire terms and conditions between you and the Company relating to the subject matter herein and supersedes any and all prior or contemporaneous written or oral agreements or understandings between you and the Company, (b) any claim relating to the Site or the use thereof will be governed by and interpreted in accordance with the laws of the state of Delaware, without reference to its conflict-of-laws principles and the United Nations Convention Relating to a Uniform Law on the International Sale of Goods may not be applied, (c) any dispute arising out of or related to the Site, App and/or Platform will be brought in, and you hereby consent to exclusive jurisdiction and venue in, the competent courts of Delaware. You agree to waive all defenses of lack of personal jurisdiction and forum non-convenience and agree that process may be served in a manner authorized by applicable law or court rule. Notwithstanding the foregoing, MarketMan may seek injunctive relief in any court of competent jurisdiction, (d) these Terms do not, and shall not be construed to create any relationship, partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto, (e) no waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. Any heading, caption or section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any section or provision hereof, (f) YOU ACKNOWLEDGE AND AGREE THAT ANY CAUSE OF ACTION THAT YOU MAY HAVE ARISING OUT OF OR RELATED TO THE SITE MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED, (g) if any provision hereof is adjudged by any court of competent jurisdiction to be unenforceable, that provision shall be limited or eliminated to the minimum extent necessary so that these Terms shall otherwise remain in full force and effect while most nearly adhering to the intent expressed herein, (h) you may not assign or transfer these Terms (including all rights and obligations hereunder) without our prior written consent and any attempt to do so in violation of the foregoing shall be void. We may assign or transfer these Terms without restriction or notification, (i) no amendment hereof will be binding unless in writing and signed by MarketMan, and (j) the parties agree that all correspondence relating to these Terms shall be written in the English language.
If you have any questions (or comments) concerning the Terms, you are most welcome to send us an e-mail to email@example.com.
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Last Revised: April, 2018