(Effective as of November 8, 2022)
1. Additional Terms and Conditions. This TOU remains subject to a statement of work, work order, subscription order, or similar document with MFour for individual or enterprise use of the Platform (“Order”). Further, your right to use may be only available under the general rights extended to the entity or organization identified on the Order and if you are an employee or (authorized) independent contractor working on behalf of such entity or organization and having a need to access and use the Platform. Consequently, additional notices, terms, and conditions may apply to fees, MFour services, solutions, or programs, number of permissible end users, term or duration of permitted use, receipt of (or access to) certain content or data or the Platform. In the event of any conflict with this TOU, such other notices, terms, and conditions shall control as to the scope of their subject matter, but this TOU shall control with respect to individual use of the Platform. Your further expressly acknowledge and agree that the grant herein remains subject at all times to the payment by You (or the entity or organization identified on the Order) of the applicable fee(s).
2. License Grant. MFour (or one of its affiliates) provides to You, under this TOU, a personal, revocable, limited, non-exclusive, non‑sublicensable, and non-transferable license to use the Platform conditioned on your continued compliance with the terms and conditions of this TOU. Platform access may further provide the use or receipt of consumer, behavioral and other data (“Licensed Data”) along with the Platform’s available functionality or features. Unless otherwise noted, references to the “Platform” shall include the “Licensed Data.” Use of certain Licensed Data may be subject to additional terms and conditions as provided by the respective licensor or supplier. You may download (when allowed under the applicable Order) or print a single print copy (or make a single screen shot) of the Licensed Data from the Platform solely for your personal use or for internal business purposes; provided that all hard copies contain all copyright and other applicable (attribution) notices contained in such materials and information.
3. Usage Rights. In addition to any other conditions, restrictions, or limitations set forth in this TOU, all use of the Platform must: (i) remain lawful and at all times in compliance with laws and regulations governing the Platform, including the Licensed Data; (ii) be only for personal use associated with the internal business purposes of the entity or organization identified on the applicable Order, including for analytics or market research on behalf of your employer or your employer’s clients or customers; (iii) not be for purposes of republication, reposting, or redisplay of any Licensed Data; (iv) be limited to use of the Licensed Data only on an aggregated basis for consumer insight products and not be for the purpose of identifying an individual person (“Consumer); (v) not be for the purpose of contacting directly or indirectly a Consumer by email, text, mail, or other communication; and (vi) not be for targeting or other promotional outreach. To the extent any right to download any Licensed Data is extending under an associated Order, you shall not integrate the (downloaded) Licensed Data with any other database, CRM, or system not owned or controlled by MFour.
4. Restrictions. This is a license and not a sale. Except as expressly provided herein, MFour does not grant any other express or implied right to You or any other person. Accordingly, You may not modify, reverse engineer, translate, decompile, create derivative work(s) of, copy, distribute, share, disassemble, broadcast, transmit, publish, remove, or alter any proprietary notices or labels, license, sublicense, transfer, sell, resell, mirror, frame, exploit, rent, lease, private label, grant a security interest in, or otherwise use (or allow anyone else to use) the Platform (including the Licensed Data) in any manner not expressly permitted herein. Without limitation of the foregoing, the Platform may not be used or embedded in any software or database not controlled by MFour or used in a manner intended, designed, or capable of recreating or building a competitive version of the Platform. Moreover, the Platform may not be used for the purpose of interfering with the normal (or guided) operation of the Platform or used in connection with automated data transfer, extraction, or copying technology, such as bots or crawlers.
5. User Obligations. You represent that You are at least the legal age of majority and will, at all times, provide true, accurate, current, and complete information (for which You have all necessary rights, permission(s), or authority) when submitting information through the Platform, including, without limitation, when You provide information via a website registration or submission form. In addition, You access the Platform on your own volition and are responsible for compliance with all applicable laws, rules, and regulations with respect to your use of the Platform (including use of any Licensed Data).
7. Account. You may be required to register to use the Platform. Each registration is for a single individual user only, unless otherwise expressly agreed upon by MFour or provided for in an Order. Registration for access to and use of the Platform may also require access credentials, such as a username and a password, or adherence to other particular access requirements as designated by MFour in its sole discretion from time to time. You hereby agree to consider your access credentials, such as a username and password, as confidential information and not to disclose such information to any third party without the prior express written consent of MFour, which may be withheld in its sole discretion. You shall immediately notify MFour if You suspect or become aware of any loss or theft of your password or any unauthorized use of your username and password. MFour will not be liable for any loss or damage arising from your failure (whether inadvertent or intentional) to comply with these obligations.
9. Representations. You represent and warrant to MFour that You have the right, power, and authority to: (a) enter into this TOU; (b) make the respective and applicable representations and warranties contained herein; and (c) commit to and perform the respective duties, obligations, and covenants set forth hereunder.
10. Disclaimer. MFOUR DOES NOT REPRESENT OR WARRANT THAT THE PLATFORM WILL OPERATE ERROR-FREE OR ON AN UNINTERRUPTED BASIS. THE PLATFORM IS PROVIDED “AS IS” AND “AS AVAILABLE,” AND DATA, FEATURES, OR FUNCTIONALITY MAY CHANGE OR BE UPDATED FROM TIME TO TIME. MFOUR HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF TITLE, NON‑INFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE. MOREOVER, MFOUR EXPRESSLY DISCLAIMS RESPONSIBILITY AND LIABILITY FOR ANY THIRD PARTY-PROVIDED MATERIALS, PROGRAMS, PRODUCTS, AND SERVICES SET FORTH, DESCRIBED ON, OR ACCESSED THROUGH THE PLATFORM, AND YOU AGREE THAT MFOUR SHALL NOT BE RESPONSIBLE FOR ANY LOSS OR DAMAGE OF ANY SORT INCURRED AS A RESULT OF ANY SUCH DEALINGS BETWEEN YOU AND A THIRD PARTY.
11. Limitation of Liability. MFOUR SHALL NOT BE RESPONSIBLE FOR ANY CLAIM OF HARM RESULTING FROM A CAUSE BEYOND MFOUR’S CONTROL. MOREOVER, AND TO THE MAXIMUM EXTENT NOT SEPARATELY ADDRESSED UNDER ANY ORDER WITH MFOUR, IN NO EVENT SHALL MFOUR BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OF THE PLATFORM OR FOR ANY LICENSED DATA AVAILABLE THROUGH THE PLATFORM, WHETHER BASED IN CONTRACT, TORT, STRICT LIABILITY, OR OTHERWISE, AND EVEN IF MFOUR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ADDITION, AND UNLESS OTHERWISE AGREED BY MFOUR, TOTAL LIABILITY OF MFOUR FOR ANY REASON WHATSOEVER RELATED TO USE OF THE PLATFORM SHALL NOT EXCEED THE AMOUNT PAID BY YOU FOR USE OF THE PLATFORM (DURING THE LAST TWELVE (12) MONTHS) OR TEN DOLLARS ($10 (U.S.)), WHICHEVER IS GREATER.
12. Governing Law. This TOU has been made in and will be construed and enforced in accordance with the laws of the State of California as applied to agreements entered into and completely performed in the State of California. To the extent any litigation matter arises from your performance under this TOU, you and MFour each irrevocably consent to the personal jurisdiction of the state and federal courts located in Los Angeles County, State of California for purposes of any lawsuit seeking to enforce this TOU or any intellectual property right of MFour.
13. Dispute Resolution. Dispute resolution between MFour and the entity or organization identified on an Order shall be pursuant to the terms and conditions governing the Order. For any individual use pursuant to this TOU, You may bring claims associated with this TOU only on your own behalf. Neither You nor MFour will participate in a class action or class-wide arbitration for any claims covered by this TOU. You also agree not to participate in claims brought in a private attorney general or representative capacity, or consolidated claims involving another person’s account, if MFour is a party to the proceeding. For any claim between You and MFour either: (i) raised by a resident of a country other than the United States of America; or (ii) where the total amount of the award sought is less than fifteen thousand dollars ($15,000.00), You agree that MFour may elect to resolve the dispute in a cost effective manner through binding non‑appearance-based arbitration. In the event MFour elects arbitration, You hereby agree to move any claims to the exclusive jurisdiction of an arbitration procedure, which shall be initiated through an established alternative dispute resolution (“ADR”) provider chosen by MFour. The ADR provider and the parties must comply with the following rules: (i) the arbitration shall be conducted by telephone, online, and/or be solely based on written submissions in which the specific manner shall be chosen by the party initiating the arbitration; (ii) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Arbitration expressly excludes claims for injunctive or other equitable relief.
14. Enforcing Security on the Platform. MFour reserves the right to review and pre‑approve any use of the Platform and make such pre-approval subject to the requirement of a separate evidentiary writing. MFour also reserves the right to view, monitor, and record activity on the Platform without notice or permission from You. Any information obtained by monitoring, reviewing, or recording is subject to review by law enforcement organizations in connection with investigation or prosecution of possible criminal or unlawful activity on the Platform as well as to disclosures required by or under applicable law or related government agency actions. MFour will also comply with all court orders or subpoenas involving requests for such information.
15. Injunctive Relief. You acknowledge that any breach, threatened or actual, of this TOU, including, without limitation, with respect to unauthorized use of MFour proprietary rights or assets, will cause irreparable injury to MFour, such injury would not be quantifiable in monetary damages, and MFour would not have an adequate remedy at law. You therefore agree that MFour shall be entitled, in addition to other available remedies, to seek and be awarded an injunction or other appropriate equitable relief from a court of competent jurisdiction restraining any breach, threatened or actual, of your obligations under any provision of this TOU. Accordingly, You hereby waive any requirement that MFour post any bond or other security in the event any injunctive or equitable relief is sought by or awarded to MFour to enforce any provision of this TOU.
16. Feedback. MFour welcomes your feedback and suggestions about MFour’s products or services or with respect to how to improve the Platform. By sending, communicating, or transmitting any suggestions, information, material, or other content (collectively, “Feedback”) to MFour, You represent and warrant that such Feedback does not infringe or violate the intellectual property or proprietary rights of any third party (including, without limitation, patents, copyrights, or trademark rights) and that You have all rights necessary to convey to MFour and enable MFour to use such Feedback. In addition, any Feedback received by MFour will be deemed to include a royalty‑free, perpetual, irrevocable, transferable, non-exclusive right and license from You for MFour to adopt, publish, reproduce, disseminate, transmit, distribute, copy, use, create derivative works of, and display (in whole or in part) worldwide, or act on such Feedback without additional approval or consideration, in any form, media, or technology now known or later developed for the full term of any rights that may exist therein, and You hereby waive any claim to the contrary.
17. Term and Termination. Your right to access the Platform shall be for the duration or period of use set forth in the applicable Order. This TOU, however, will take effect (or retake effect) at the moment You begin downloading, accessing, or using the Platform, whichever is earliest. MFour reserves the right at any time and on any grounds, which shall include, without limitation, any reasonable belief of fraudulent or unlawful activity or actions or omissions that violate any term or condition of this TOU, to deny your access to the Platform or to any portion thereof in order to protect its name and goodwill, its business, and/or other clients of MFour; and this TOU will also terminate automatically if You fail to comply with its terms and conditions, subject to the survival rights of certain provisions identified below. Termination will be effective without prior notice and may impact (and prohibit) submission of any information. You may also terminate this TOU at any time by ceasing to use the Platform, but all applicable provisions of this TOU will survive termination, as identified below, and each re-access or use of the Platform will reapply this TOU (then in effect) to You. Upon termination, You must destroy all copies of any aspect of the Platform in your possession or control, including, without limitation, any and all Platform. Upon request, You agree to certify in writing to the foregoing destruction requirement. The provisions concerning MFour’s proprietary rights, Feedback, disclaimers of warranty, limitations of liability, waiver and severability, entire agreement, injunctive relief, and governing law will survive the termination of this TOU for any reason.
18. Waiver and Severability. Failure to insist on strict performance of any of the terms and conditions of this TOU will not operate as a waiver of any subsequent default or failure of performance. No waiver by MFour of any right under this TOU will be deemed to be either a waiver of any other right or provision or a waiver of that same right or provision at any other time. If any part of this TOU is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of this TOU shall continue in effect.
20. Contact Information. If You have questions regarding this TOU or the Platform or if You are interested in obtaining more information concerning MFour or its products, services, or solutions, please contact MFour at firstname.lastname@example.org.