Customer Terms of Service

Last updated February 27th 2020

Welcome, and thank you for your interest in Marlo, Inc. (" Marlo", " we", or " us")! These Customer Terms of Service together with Marlo's Privacy Policy (these " Customer Terms") describe the rights and responsibilities of Customer (as defined below) when using our online meeting assessment tools and platform (the " Service") and are a legally binding contract between Customer and Marlo regarding Customer's use of the Service.

Please make sure you have the necessary authority to enter into these Customer Terms on behalf of Customer (AS DEFINED BELOW) before proceeding. If you are not eligible, or do not HAVE THE AUTHORITY TO BIND CUSTOMER TO agree to theSE CUSTOMER Terms, then you do not have our permission to use the Service.

These Customer Terms govern Customer's access and use of our Service. If you are being invited to access and use the Service by a Customer, then you will be deemed a " User", and your access and use of the Service is governed by User Terms of Service (the " User Terms").

Please read the following Customer Terms carefully.

  • 1. Your Status as a Customer
    • 1.1. BY CLICKING " I ACCEPT " OR BY OTHERWISE ACCESSING OR USING ANY PORTION OF THE SERVICE, YOU:
      • 1.1.1. agree to these Customer Terms on behalf of the organization or unincorporated association with which you are employed, affiliated or associated (the " Customer") that uses a workspace operated by Slack Technologies, Inc. or Slack Technologies Limited (together, " Slack" and such workspace, the " Slack Workspace");
      • 1.1.2. represent and warrant to Marlo that you have carefully read, understood and agree to these Customer Terms and have the legal power and authority to bind Customer to these Customer Terms; and
      • 1.1.3. represent and warrant to Marlo on behalf of Customer that:
        • 1.1.3.1.Customer, as a condition to its use of the Service, agrees to be bound by and has validly entered into these Customer Terms;
        • 1.1.3.2.Customer has never previously been suspended or removed from the Service; and
        • 1.1.3.3.Customers 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, Customer acknowledges and agrees to each of the following:
      • 2.1.1. the Service is licensed, not sold to Customer, and Customer may use the Service only as set forth in these Customer Terms;
      • 2.1.2. the use of the Service may be subject to separate third-party terms of service and fees, including, without limitation, Slack's terms of service and fees and Customer's mobile network operator's terms of service and fees, including fees charged for data usage and overage, which are Customer's sole responsibility;
      • 2.1.3. Customer has carefully read and understands, and has caused each User (as defined below) to carefully read and understand, Marlo's Privacy Policy (" Privacy Policy"), which is hereby incorporated into these Customer Terms by this reference and describes the collection, use and disclosure of personally identifiable information of Customer and its Users in connection with their use of the Service;
      • 2.1.4. Marlo provides the Service to Customer on an "AS IS" basis without warranties of any kind, and Marlo's liability to Customer is limited; and
      • 2.1.5. any disputes arising between Customer and Marlo will be resolved by binding individual arbitration. By accepting these Customer Terms, as provided in greater detail in Section 10 below, CUSTOMER and Marlo 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 tools and platform) has been developed by Marlo to be used by Customer in connection with its Slack Workspace. Through its integration with the Slack Workspace, the Service identifies meetings being attended or organized and enables Customer and attending Users to provide and view real-time feedback on those meetings. Marlo'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 Customer Terms to match the changing functionalities of the Service. Customer therefore agrees that Marlo may change these Customer Terms at any time without prior notice other than posting updated Customer Terms to Marlo's website (https://getmarlo.com/). Marlo will endeavor to provide Customer with prior notice when there are any material changes, and Marlo may require that Customer subsequently take an affirmative action acknowledging agreement to the revised Customer Terms before continuing to access the Service. Customer may read a current, effective copy of these Customer Terms at any time at This Terms of Service page. The revised Customer Terms will become effective at the time of posting on Marlo's website (https://getmarlo.com/), and Customer's use of the Service after such time will constitute its acceptance of the revised Customer Terms. If any change to these Customer Terms is not acceptable to Customer, then Customer's sole remedy is to stop using the Service. Notwithstanding the preceding sentences of this Section 3.2, no revisions to these Customer Terms will apply to any dispute between Customer and Marlo that arose prior to the effective date of those revisions.
    • 3.3. Consideration. Marlo currently provides Customer with access to the Service free of charge. In return for enjoying this free access, Customer acknowledges and agrees that Marlo may generate revenues, increase goodwill or otherwise increase the value of Marlo from Customer's use of the Service, and Customer will have no right to share in any such revenues, goodwill or value whatsoever. Marlo in its sole discretion may eventually charge Customer fees to access certain features on the Service. Marlo will provide Customer with advance notice of any such changes before they take effect. Customer has no right to share in the revenues we generate or to share in any goodwill or value created.
    • 3.4. Jurisdiction. The Service is controlled and operated by Marlo from its office in Boston, Massachusetts. Marlo 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. Marlo may require Customer or its Users to agree to additional terms or policies, or both, that it makes available to Customer or its Users from time to time in connection with its 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 Customer Terms, and these Customer 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 Customer Terms.
  • 4. Use Restrictions
    • 4.1. In addition to any other restrictions set forth in these Customer Terms, and without limiting those restrictions, when using the Service, Customer agrees on behalf of itself and its Users 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 Customer's Slack Workspace, without Marlo's express written consent, if Marlo has previously terminated Customer's 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 Marlo's express written consent, for any commercial purpose, other than for Customer's internal business purposes, 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 Customer Terms; or
      • 4.1.14. Assist or encourage any person to engage in any of the foregoing.
  • 5. Customer and User Accounts
    • 5.1. Customer Account. When Customer accepts these Customer Terms or otherwise access the Service for the first time, the Service will automatically create two accounts: (1) one account for Customer (the " Customer Account") and (2) one account for the individual accepting these Customer Terms on behalf of Customer (the " Initial User Account"). Both the Customer Account and the Initial User Account may be based off of login credentials to another account, like an account at Slack or Google. Customer is solely responsible for maintaining the confidentiality of that account, along with its password to that account. Customer also accepts responsibility for all activities that occur under that account and all Accounts (as defined in Section 5.2.3 below).
    • 5.2. User Accounts. Customer can elect to replace the Initial User Account or add new Users. An individual who has been invited by Customer to access and use the Service as a new User will be unable to do so until she or he accepts the User Terms through functionality made available through the Service. Once such an individual accepts the User Terms, then (1) she or he will constitute a User under these Customer Terms, (2) her or his access and use of the Service will be governed by the User Terms, and (3) the Service will automatically create an account for that new User (a " User Account" and together with the Customer Account and the Initial User Account, the " Accounts"). Customer agrees to take any actions reasonably requested by us to facilitate the transfer of authority from the Initial User Account to any subsequent User Account.
    • 5.3. Compliance with Terms. Customer must comply with these Customer Terms and ensure that its Users comply with the User Terms. All use of the Service by Customer's Users will be deemed use of the Service by Customer. Customer represents and warrants that it is responsible for the conduct of its Users and their compliance with the terms of these Customer Terms and the 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 Customer Data (as defined in Section 7.1.2 below) or the way Customer or its Users choose to use the Service to store or process Customer Data. Customer must ensure that all Users are at least 18 years of age. Customer is solely responsible for providing high-speed internet service for itself and its Users to access and use the Service.
    • 5.4. Security of Accounts. Customer is responsible for the security of all Accounts and login credentials, including usernames and passwords, and is fully responsible for all activities that occur through the use of Customer's credentials and Customer's Users' credentials. We will not be responsible for any damages, losses or liability to Customer, Users, or anyone else, if such information is not kept confidential by Customer or its Users, or if such information is correctly provided by an unauthorized third party logging into and accessing the Service. Customer agrees to notify Marlo immediately at info@getmarlo.com if it suspects or knows of any unauthorized use of Customer's or its Users' login credentials or any other breach of security with respect to its Accounts. Marlo will not be liable for any loss or damage (whether direct or indirect) arising from unauthorized use of its credentials prior to Customer notifying Marlo of such unauthorized use or loss of Customer's credentials.
    • 5.5. Restrictions on Accounts. Marlo reserves the right to disallow, cancel, remove or reassign certain usernames and permalinks in appropriate circumstances, as determined by Marlo in its sole discretion, and may, with or without prior notice, suspend or terminate any of Customer's Accounts if activities occur on any of its Accounts that, in Marlo's sole discretion, would or might constitute a violation of these Customer Terms, cause damage to or impair the Service, infringe or violate any third-party rights, damage or bring into disrepute the reputation of Marlo, or violate any applicable laws or regulations.
  • 6. Customer Use of the Service
    • 6.1. License. Subject to Customer's complete and ongoing compliance with these Customer Terms, Marlo hereby grants Customer 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 Marlo on meetings.
    • 6.2. Content. Except for any third-party content linked to from the Service, the content that Marlo provides Customer 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 Marlo or its third-party licensors (collectively, the " Marlo Content"). Moreover, Marlo 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 Marlo trademarks, service marks, and logos (collectively, the " Marlo Trademarks") used and displayed on the Service are Marlo'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 Marlo Trademarks, the " Trademarks"). Except as otherwise permitted by law, Customer may not use the Trademarks to disparage Marlo or the applicable third party, Marlo'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. Customer may not use any Trademarks as part of a link to or from any website without Marlo's prior express written consent. Customer's use of the Marlo Trademarks will be subject to its compliance with Marlo's Trademark guidelines and Marlo's prior approval, not to be unreasonably withheld, conditioned or delayed. All goodwill generated from the use of any Marlo Trademark will inure solely to Marlo's benefit.
    • 6.4. Reservation of Rights. Marlo owns and will continue to own the Service, including all related intellectual property rights, and Marlo hereby reserves all rights not expressly granted to Customer in this Section 6. Accordingly, nothing in these Customer Terms or on the Service will be construed as granting to Customer, by implication, estoppel or otherwise, any additional license rights in and to the Service or any Marlo Content or Trademarks located or displayed therein.
  • 7. Customer Data; License to Marlo; Feedback
    • 7.1. Customer Data.
      • 7.1.1. Slack Data. By default, the Service will automatically: (a) have access to Customer's Slack Workspace (including Slack and other third-party applications on its Slack Workspace); (b) be able to collect information on other members of Customer's Slack Workspace (including their names and email addresses); and (c) be able to view messages on Customer's Slack Workspace and avatars of Customer and Users on that Slack Workspace (collectively (a)–(b), the " Slack Data"). The Service will also, by default, be able to modify information about Customer's public and private channels on Customer's Slack Workspace, including names and purposes of those channels, as well as archiving and creating new ones. As a Service made available through Slack, these default permissions may be altered through its Slack Workspace. However, any alteration to these default permissions by Customer may result in suspension or termination of the Service by Marlo.
      • 7.1.2. Customer Data. Customer, Users, and Customer's personnel may from time to time submit content or information to the Service, such as contact information, calendar information or feedback on meetings (together with Slack Data, " Customer Data"). Please review our Privacy Policy for more information. In addition to your rights under our Privacy Policy or as may be required by law, Customer may direct us to access, use, disclose, modify or delete Customer Data, and Customer agrees that we may act in accordance with such directions. Customer will (a) inform Users of all Customer policies and practices that are relevant to their use of the Service and of any settings that may impact the processing of Customer Data; and (b) ensure the transfer and processing of Customer Data under these Customer Terms and any applicable User Terms is lawful. Customer (not us) bears sole responsibility for adequate security, protection and backup of Customer Data when in Customer's or its representatives' or agents' possession or control. We are not responsible for what Customer's Users, Slack or Third-Party Products do with Customer Data. That is Customer's responsibility.
    • 7.2. Ownership of Customer Data. As between us, on the one hand, and Customer and any Users, on the other, Customer will own all of Customer Data. Subject to the terms and conditions of these Customer Terms, Customer (for itself and all of its Users) grants us and any personnel leveraged by us in accordance with Section 14.3 a worldwide, non-exclusive, license, during the term of these Customer Terms, to access, use, process, copy, sell, monetize, distribute, perform, export and display Customer Data, and any Third-Party Products created by or for Customer, 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 Customer. Customer represents and warrants that it has secured all rights in and to Customer Data from its Users as may be necessary to grant this license.
    • 7.3. Customer Feedback. The more suggestions our customers make, the better our Service becomes. If Customer chooses to provide Marlo with input or suggestions regarding problems with or proposed modifications or improvements to the Service (" Feedback"), then Customer hereby grants us (for itself and all of its Users and other Customer personnel) an unlimited, irrevocable, perpetual, sublicensable, transferable, royalty-free license to use any Feedback for any purpose without any obligation or compensation to Customer, any User or other Customer personnel.
    • 7.4. Customer Marks. Customer grants us the right to use Customer's company name and logo as a reference for marketing or promotional purposes on our website and in other public or private communications with our existing or potential customers, subject to Customer's standard trademark usage guidelines as provided to us from time-to-time. We don't want to list customers who do not want to be listed, so Customer may send us an email to info@getmarlo.com stating that it does not wish to be used as a reference.
  • 8. Term and Termination
    • 8.1. Term. The term of these Customer Terms commences as of Customer's first use of the Service and continues until the termination of these Customer Terms by either Customer or Marlo.
    • 8.2. Termination. Customer may terminate these Customer Terms by sending written notification to Marlo at info@getmarlo.com and terminating all other uses of the Service. Marlo reserves the right, in its sole discretion, to restrict, suspend or terminate these Customer Terms and Customer's access to all or any part of the Service at any time without prior notice or liability if Customer breaches any provision of these Customer Terms or violate the rights of any third-party copyright owner. Marlo may further terminate these Customer Terms immediately for any other reason with or without notice to Customer, using the email address associated with its Customer Account. Marlo 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 (Customer Data), 7.3 (Customer 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 Customer Terms indefinitely.
  • 9. LIMITATIONS ON LIABILITY AND WARRANTY DISCLAIMERS
    • 9.1. DISCLAIMER OF WARRANTIES. TO THE FULLEST EXTENT PERMITTED BY LAW, MARLO DOES NOT MAKE ANY WARRANTIES OR REPRESENTATIONS ABOUT THE SERVICE AND ANY CONTENT AVAILABLE ON THE SERVICE, INCLUDING, BUT NOT LIMITED TO, THE ACCURACY, COMPLETENESS, APPROPRIATENESS, TIMELINESS OR RELIABILITY THEREOF. MARLO 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. CUSTOMER AGREES THAT IT USES THE SERVICE AND ANY CONTENT THEREON AT ITS OWN RISK. CUSTOMER IS SOLELY RESPONSIBLE FOR ALL INFORMATION CUSTOMER PROVIDES TO THE SERVICE.
    • 9.2. NO ERROR FREE WARRANTY. TO THE FULLEST EXTENT PERMITTED BY LAW, MARLO 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 CUSTOMER'S USE OF THE SERVICE OR ANY CONTENT THEREON RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, MARLO 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, MARLO 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 MARLO 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 MARLO HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
    • 9.5. LIMITATION OF LIABILITY. MARLO'S LIABILITY TO CUSTOMER 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, Customer hereby acknowledges and agrees that consumer laws do not apply. If, however, any consumer laws do apply and cannot otherwise be lawfully excluded, nothing in these Customer Terms will restrict, exclude or modify any statutory warranties, guarantees, rights or remedies Customer has, 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 CUSTOMER HAS WITH ANY THIRD PARTY ARISING OUT OF ITS USE OF THE SERVICE, INCLUDING, BY WAY OF EXAMPLE AND NOT LIMITATION, ANY CARRIER, COPYRIGHT OWNER OR OTHER USER, IS DIRECTLY BETWEEN CUSTOMER AND SUCH THIRD PARTY, AND CUSTOMER IRREVOCABLY RELEASES MARLO 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 Slack that Slack and other third parties may use to develop applications and software that complement Customer's 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, CUSTOMER (AND NOT US) WILL DECIDE WHETHER OR NOT TO USE THEM. ANY USE OF A THIRD-PARTY PRODUCT IS SOLELY BETWEEN CUSTOMER AND THE APPLICABLE THIRD-PARTY PRODUCT PROVIDER. We will not be responsible for any use, disclosure, modification or deletion of CUSTOMER Data that is transmitted to, or accessed by, a Third-Party Product.
    • 9.9. No Slack Endorsement. Any reference in these Customer Terms to Slack or any person, organization, activities, products or services related to Slack or any linkages from the Service to Slack and Customer's Slack Workspace do not constitute or imply the endorsement, recommendation or favoring of Slack. Similarly, any reference by Slack to the Service, Marlo or any person, organization, activities, products or services related to Marlo or any linkages from Slack or Customer's Slack Workspace to the Service do not constitute or imply the endorsement, recommendation or favoring of Marlo or the Service.
  • 10. Dispute Resolution
    • 10.1. General. In the interest of resolving disputes between Customer and Marlo in the most expedient and cost-effective manner, Customer and Marlo agree that any dispute arising out of or in any way related to these Customer Terms or Customer's 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 Customer Terms or Customer's 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 Customer Terms. YOU ACKNOWLEDGE AND AGREE ON BEHALF OF CUSTOMER THAT, BY CLICKING "I ACCEPT" OR BY OTHERWISE ACCESSING OR USING ANY PORTION OF THE SERVICE, CUSTOMER AND MARLO ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION OR COLLECTIVE ACTION AND THAT THESE CUSTOMER 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 Customer Terms will be deemed to waive, preclude, or otherwise limit the right of either party to: (1) pursue an enforcement action through the applicable federal, state or local agency if that action is available; (2) seek injunctive relief in aid of arbitration from a court of law; or (3) file suit in a court of law to address an intellectual property infringement claim.
    • 10.3. Arbitrator. Any arbitration between Customer and Marlo 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 Customer Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Marlo. 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. Marlo'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, Customer or Marlo may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by Customer or Marlo 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 Customer's favor with a monetary award that exceeds the last written settlement amount offered by Marlo prior to selection of an arbitrator, then Marlo will pay Customer the highest of the following: (a) the amount awarded by the arbitrator, if any; (b) the last written settlement amount offered by Marlo in settlement of the dispute prior to the arbitrator's award; or (c) $15,000.
    • 10.5. Fees. 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, and Marlo 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 Customer's billing address. If the arbitrator finds that either the substance of Customer's 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 Customer agrees to reimburse Marlo for all monies previously disbursed by it that are otherwise Customer's 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. CUSTOMER AND MARLO AGREES THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN 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 Customer and Marlo 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 Customer Terms, if Marlo makes any future change to this arbitration provision, other than a change to Marlo's address for Notice, then Customer may reject the change by sending Marlo written notice within 30 days of the change to Marlo's address for Notice, in which case this arbitration provision, as in effect immediately prior to the changes Customer rejected, will continue to govern any disputes between Customer and Marlo. If Customer does not send such written notice, then its continued use of the Service following any such change means that Customer has 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 Customer Terms or Customer's 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 Customer Terms and Customer's use of the Service. Customer's 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 Customer 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 Customer hereby irrevocably submits to personal jurisdiction in such courts, and waive any defense of inconvenient forum.
  • 12. Indemnity
    • 12.1. To the fullest extent permitted by law, Customer agrees to defend, indemnify and hold harmless Marlo, its affiliates and their respective directors, officers, managers, partners, employees, independent contractors and other agents (" Marlo Parties") from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (1) Customer's breach of these Customer Terms; or (2) Customer's access to, use or misuse of Marlo Content or the Service. Marlo will use commercially reasonable efforts to provide notice to Customer of any such claim, suit or proceeding. Marlo reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under this Section 12.1 if Marlo believes that Customer is unwilling or incapable of defending Marlo's interests. In such case, Customer agrees to cooperate with any reasonable requests assisting Marlo's defense of such matter at Customer's expense.
  • 13. Consent to Electronic Communications
    • 13.1. By clicking "I Accept" or by otherwise accessing or using any portion of the Service, you on behalf of the Customer consent to receiving certain electronic communications from Marlo as further described in the Privacy Policy. Please read the Privacy Policy to learn more about Customer's choices regarding Marlo's electronic communications practices. Customer agrees that any notices, agreements, disclosures or other communications that Marlo sends to Customer electronically will satisfy any legal communication requirements, including that such communications be in writing.
  • 14. Miscellaneous
    • 14.1. Choice of Law. These Customer 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 Customer nor we will be liable by reason of any failure or delay in the performance of Customer's or our obligations under these Customer 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 Customer Terms, and Customer hereby agrees to such practices. We will be responsible for their compliance with our obligations under these Customer Terms.
    • 14.4. Independent Contractors; No Third-Party Beneficiaries. The parties are independent contractors. Customer agrees that no joint venture, partnership, employment or agency relationship exists between Customer and Marlo as a result of these Customer Terms or use of the Service. There are no third-party beneficiaries to these Customer Terms.
    • 14.5. Severability. If any provision of these Customer 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 Customer Terms, which will remain in full force and effect.
    • 14.6. No Waiver. Failure of Marlo to act on or enforce any provision of these Customer Terms will not be construed as a waiver of that provision or any other provision in these Customer Terms. No waiver will be effective against Marlo 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 Marlo and Customer, these Customer Terms constitute the entire agreement between Customer and Marlo 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 Customer Terms will inure to the benefit of Marlo's successors and assigns. Customer may not assign these Customer Terms or any of the rights or licenses granted hereunder, directly or indirectly, without the prior express written consent of Marlo. Marlo may assign these Customer Terms, including all its rights hereunder, without restriction.
    • 14.10. Contact Us. If Customer would like to contact Marlo in connection with its use of the Service, then please refer to the contact information below:

Ankith Harathi
1 Western Avenue #625
Boston, MA 02163
info@getmarlo.com

1.

  • 14.11. Notices. Except as otherwise set forth herein, all notices under these Customer Terms will be by email, although we may instead choose to provide notice to Customer through the Services. Notices to Marlo will be sent to info@getmarlo.com, except for legal notices, such as notices of termination or an indemnifiable claim, which must be sent to info@getmarlo.com. 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.