Last revised on May 30, 2015
Marmalead, LLC an Ohio company operates the Marmalead service, which we hope you use. If you use it, please use it responsibly. If you don’t, we’ll have to terminate your account. For paid accounts, you’ll be charged on a monthly basis. You can cancel anytime, but there are no refunds. You own the business data that you provide to Marmalead and you’re responsible for keeping it safe. The Terms of Service, the Marmalead Service, and our prices can change at any time. We’ll warn you 30 days in advance of any price changes. We’ll try to warn you about major changes to the Terms of Service or Marmalead, but we make no guarantees. That’s the basic idea, but you must read through the entire Terms of Service below and agree with all the details before you use any of our sites (whether or not you have created an account).
This document is an adaptation of the Heroku Terms of Service, which is turn an adaptation of the Google App Engine Terms of Service. The original work has been modified with permission under the Creative Commons Attribution 3.0 License. Neither Heroku, Inc. nor Google, Inc. is connected with and they do not sponsor or endorse Marmalead or its use of the work.
You’re welcome to adapt and use this document for your own needs. If you make an improvement, we’d appreciate it if you would let us know so we can consider improving our own document.
Your use of the Marmalead Service is governed by this agreement (the “Terms”). The “Service” means the services Marmalead makes available include our web sites (https://Marmalead.com/), our blog, our API, and any other software, sites, and services offered by Marmalead in connection to any of those.
In order to use the Service, You (the “Customer”, “You”, or “Your”) must first agree to the Terms. You understand and agree that Marmalead will treat Your use of the Service as acceptance of the Terms from that point onwards.
Marmalead may make changes to the Terms from time to time. You may reject the changes by terminating Your account. You understand and agree that if You use the Service after the date on which the Terms have changed, Marmalead will treat Your use as acceptance of the updated Terms.
If you have any question about the Terms, please contact us at firstname.lastname@example.org.
You may choose to or we may invite You to submit comments or ideas about the Service, including but not limited to ideas about improving the Service or our products (“Ideas”). By submitting any Idea, You agree that Your disclosure is unsolicited and without restriction and will not place Marmalead under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to You, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
The Service may include hyperlinks to other web sites or content or resources or email content. You acknowledge and agree that Marmalead is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such websites or resources.
All of the content available on or through the Service, including without limitation, text, photographs, graphics, logos, trade/service marks, and/or audiovisual content, is owned and/or controlled by Marmalead, or other licensors or Service users and is protected, as applicable, by copyright, trademark, trade dress, patent, and trade secret laws, other proprietary rights, and international treaties. You acknowledge that the Service and any underlying technology or software used in connection with the Service contain our proprietary information.
Subject to and conditioned upon your compliance with these Terms of Service, we grant to you a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to You by Marmalead as part of the Service as provided to You by Marmalead. This license is for the sole purpose of enabling You to use and enjoy the benefit of the Service as provided by Marmalead, in the manner permitted by the Terms.
You may not (and You may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Service or any part thereof, unless this is expressly permitted or required by law, or unless You have been specifically told that You may do so by Marmalead, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Service.
Open source software licenses for components of the Service released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms of Service, the open source licenses govern Your agreement with Marmalead for the use of the components of the Service released under an open source license.
You may not use the Service in any manner that could damage, disable, overburden or impair our servers or networks, or interfere with any other users’ use or enjoyment of the Service.
You may not attempt to gain unauthorized access to any of the Service, member accounts, or computer systems or networks, through hacking, password mining or any other means.
Without limiting anything else contained herein, you agree that you shall not (and you agree not to allow any third party to):
Marmalead respects the intellectual property of others and requires that our users do the same. It is our policy to terminate the membership of repeat infringers. If you believe that material or content residing on or accessible through the Service infringes a copyright, please send a notice of copyright infringement containing the following information to the Designated Copyright Agent listed below:
Our Designated Copyright Agent for notification of claimed infringement can be reached by email at: email@example.com
The Service may contain advertisements and/or links to other websites (“Third Party Sites”). Marmalead does not endorse, sanction or verify the accuracy or ownership of the information contained in/on any Third Party Site or any products or services advertised on Third Party Sites. If you decide to leave the Site and navigate to Third Party Sites, or install any software or download content from any such Third Party Sites, you do so at your own risk. Once you access a Third Party Site through a link on our Site, you may no longer be protected by these Terms of Service and you may be subject to the terms and conditions of such Third Party Site. You should review the applicable policies, including privacy and data gathering practices, of any Third Party Site to which you navigate from the Site, or relating to any software you use or install from a Third Party Site. Concerns regarding a Third Party Site should be directed to the Third Party Site itself. Marmalead bears no responsibility for any action associated with any Third Party Site.
IF YOU ACCESS THE SERVICE, YOU DO SO AT YOUR OWN RISK. WE PROVIDE THE SERVICE “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” WE MAKE NO EXPRESS OR IMPLIED WARRANTIES OR GUARANTEES ABOUT THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, WE HEREBY DISCLAIM ALL SUCH WARRANTIES, INCLUDING ALL STATUTORY WARRANTIES, WITH RESPECT TO THE SERVICE, INCLUDING WITHOUT LIMITATION ANY WARRANTIES THAT THE SERVICE IS MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. WE DO NOT GUARANTEE THAT THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE WILL BE EFFECTIVE, RELIABLE OR ACCURATE OR WILL MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICE (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT TIMES OR LOCATIONS OF YOUR CHOOSING. WE ARE NOT RESPONSIBLE FOR THE ACCURACY, RELIABILITY, TIMELINESS OR COMPLETENESS OF INFORMATION PROVIDED BY ANY OTHER USERS OF THE SERVICE OR ANY OTHER DATA OR INFORMATION PROVIDED OR RECEIVED THROUGH THE SERVICE. EXCEPT AS EXPRESSLY SET FORTH HEREIN, Marmalead MAKES NO WARRANTIES ABOUT THE INFORMATION SYSTEMS, SOFTWARE AND FUNCTIONS MADE ACCESSIBLE BY OR THROUGH THE SERVICE OR ANY SECURITY ASSOCIATED WITH THE TRANSMISSION OF SENSITIVE INFORMATION. Marmalead DOES NOT WARRANT THAT THE SERVICE WILL OPERATE ERROR-FREE, THAT ERRORS IN THE SERVICE WILL BE FIXED, THAT LOSS OF DATA WILL NOT OCCUR, OR THAT THE SERVICE OR SOFTWARE ARE FREE OF COMPUTER VIRUSES, CONTAMINANTS OR OTHER HARMFUL ITEMS. UNDER NO CIRCUMSTANCES WILL Marmalead, ANY OF OUR AFFILIATES, DISTRIBUTORS, PARTNERS, LICENSORS, AND/OR ANY OF OUR OR THEIR DIRECTORS, OFFICERS, EMPLOYEES, CONSULTANTS, AGENTS, OR OTHER REPRESENTATIVES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE SERVICE.
YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH US IS THE CANCELLATION OF YOUR REGISTRATION. IN NO EVENT SHALL OUR TOTAL CUMULATIVE LIABILITY TO YOU FOR ANY AND ALL CLAIMS RELATING TO OR ARISING OUT OF YOUR USE OF THE SERVICE, REGARDLESS OF THE FORM OF ACTION, EXCEED THE GREATER OF: (A) THE TOTAL AMOUNT OF FEES, IF ANY, THAT YOU PAID TO UTILIZE THE SERVICE OR (B) ONE HUNDRED DOLLARS ($100). IN NO EVENT SHALL WE BE LIABLE TO YOU (OR TO ANY THIRD PARTY CLAIMING UNDER OR THROUGH YOU) FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES OR ANY BODILY INJURY, EMOTIONAL DISTRESS, DEATH OR ANY OTHER DAMAGES ARISING FROM YOUR USE OF OR INABILITY TO USE THE SERVICE, WHETHER ON-LINE OR OFF-LINE, OR OTHERWISE IN CONNECTION WITH THE SERVICE. THESE EXCLUSIONS APPLY TO ANY CLAIMS FOR LOST PROFITS, LOST DATA, LOSS OF GOODWILL OR BUSINESS REPUTATION, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, ANY OTHER COMMERCIAL DAMAGES OR LOSSES, OR ANY PERSONAL INJURY OR PROPERTY DAMAGES, EVEN IF WE KNEW OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, OUR LIABILITY SHALL BE LIMITED TO THE EXTENT PERMITTED BY LAW. IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE YOUR RIGHTS WITH RESPECT TO CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
You agree to hold harmless and indemnify Marmalead, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively “Marmalead and Partners”) from and against any third party claim arising from or in any way related to (a) Your breach of the Terms, (b) Your use of the Service, or (c) Your violation of applicable laws, rules or regulations in connection with the Service, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys’ fees, of every kind and nature. In such a case, Marmalead will provide You with written notice of such claim, suit or action.
The Terms of Service shall be deemed to have been entered into and shall be construed and enforced in accordance with the laws of the State of Ohio as applied to contracts made and performed entirely within Ohio, without giving effect to any conflicts of law statutes. Any controversy, dispute or claim arising out of or related to the Terms of Service or the Service shall be settled by final and binding arbitration to be conducted by an arbitration tribunal in the State of Ohio and the County of Cuyahoga, pursuant to the rules of the American Arbitration Association. Any and all disputes that you may have with Marmalead shall be resolved individually, without resort to any form of class action.
The Terms constitute the whole legal agreement between You and Marmalead and govern Your use of the Service and completely replace any prior agreements between You and Marmalead in relation to the Service.
If any part of the Terms of Service is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.
The failure of Marmalead to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
You agree that if Marmalead does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Marmalead has the benefit of under any applicable law), this will not be taken to be a formal waiver of Marmalead’s rights and that those rights or remedies will still be available to Marmalead.
Marmalead shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
We may assign this contract at any time to any parent, subsidiary, or any affiliated company, or as part of the sale to, merger with, or other transfer of our company to another entity.