Terms and Conditions
Grant of License.
MuukLabs INC grants to User a free of cost, non-exclusive, non-transferable, non-sublicensable right to access and use the Software solely in accordance with the Agreement herein. Such use is limited to User’s internal use. MuukLabs INC will allow User to access the Software over the Internet.
Term and Termination
- This Agreement is effective for as long as you access the Services. MuukLabs INC accepts the unaltered terms of this Agreement by supplying the Agreement to you. This Agreement will continue for as long as MuukLabs INC permits you to use the Services. MuukLabs INC may suspend and/or terminate your access at any time upon notice to you if MuukLabs INC determines that you have breached the terms of this Agreement. MuukLabs INC reserves the right to suspend and/or terminate your access to the Services or this Agreement for any or no reason, without notice, at any time, and without any liability to you. In the event of any termination hereunder, all licenses and other rights granted to you will immediately terminate or otherwise cease and you shall cease using the Services, permanently delete or destroy all portions of the Services within your possession, custody or control, and, upon written request from MuukLabs INC, certify, in writing, your compliance with this provision. User agrees to (a) return to MuukLabs INC all copies of documentation, manuals, code and all other materials related to the Software, including any copies of computer programs on magnetic media and any written materials, and (b) delete from all computer systems all copies of such materials. MuukLabs INC may terminate the license at any time. User’s obligations, including, without limitation, confidentiality, survive the termination of this agreement.
- MuukLabs INC may also terminate the license immediately if MuukLabs INC determines that (a) there is a threat or attack on any of the MuukLabs INC IP; (b) User’s use of the MuukLabs INC IP disrupts or poses a security risk to the MuukLabs INC IP or to any other user or vendor of MuukLabs INC; (c) User is using the MuukLabs INC IP for fraudulent or illegal activities; (d) subject to applicable law, User has ceased to continue its business in the ordinary course, made an assignment for the benefit of creditors or similar disposition of its assets, or become the subject of any bankruptcy, reorganization, liquidation, dissolution, or similar proceeding; or (e) MuukLabs INC’s provision of the Services to User is prohibited by applicable law.
User’s Use of Software
- In consideration for accessing the Software and related services, User agrees to assign all data generated from software use to MuukLabs INC. The grant of license commences with software access and/or MuukTest account creation and concludes at the expiration of the term, or upon written notification by MuukLabs INC. MuukLabs INC has no obligation to provide support or maintenance to User for the Software.
- If requested, User agrees to provide MuukLabs INC with reports that describe (i) the results of User’s use and evaluation of the Software, including any defects found in the Software and any information necessary for MuukLabs INC to evaluate such defects, and (ii) any recommendations for changes or modifications to the Software.
- User agrees to provide material, statistics, or information that is not deemed confidential to User’s business for use in press releases, customer testimonials, and as a reference in marketing and sales initiatives by MuukLabs INC. User may be requested to provide a quote to MuukLabs INC that may be used in a press release.
Ownership of Software
- User acknowledges that, as between User and MuukLabs INC, MuukLabs INC owns all right, title, and interest, including all intellectual property rights, in and to the MuukLabs INC IP. “MuukLabs INC IP” means the Software, any documentation, and any and all intellectual property provided to User in connection with the foregoing. For the avoidance of doubt, MuukLabs INC IP includes any information, data, or other content derived from MuukLabs INC’s monitoring of User’s access to or use of the Services.
- The Parties do not intend to jointly create any intellectual property pursuant to this Agreement; if any such intellectual property is inadvertently jointly developed, it shall be the sole property of MuukLabs INC, including any intellectual property rights. As requested by MuukLabs INC, User agrees to execute any documents related to these intellectual property rights.
- If User is ever held or deemed to be the owner of any copyright rights in the MuukLabs INC IP, then User hereby irrevocably assigns to MuukLabs INC all such rights, title and interest and agrees to execute all documents necessary to implement and confirm the letter and intent of this Section.
- If User or any of its employees or contractors sends or transmits any communications or materials to MuukLabs Inc by mail, email, telephone, or otherwise, suggesting or recommending changes to the MuukLabs INC IP, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like (“Feedback”), MuukLabs INC is free to use such Feedback irrespective of any other obligation or limitation between the Parties governing such Feedback. User hereby assigns to MuukLabs INC on User’s behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and MuukLabs INC is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although MuukLabs INC is not required to use any Feedback.
- User is solely liable and responsible (and MuukLabs INC has no liability or responsibility to you or User or any third-party) for obtaining and maintaining, at User’s own expense, all computer hardware, software, communication equipment, access lines and such other equipment necessary to access and utilize the Services.
- User’s use of the Services will be in accordance with all applicable laws, and User shall not use the Services in any way that might expose MuukLabs INC to any liability of any kind.
- User shall not use the Services in any manner that: is illegal, immoral, false, misleading, harmful, unauthorized, infringing, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, offensive, hateful, or racially, ethnically or otherwise inappropriate or objectionable, all as determined by MuukLabs INC in our sole discretion; is designed to interrupt, destroy or limit the functionality of, any computer software or hardware or telecommunications equipment (including by means of software viruses or any other computer code, files or programs); interferes with or disrupts the Services, services connected to the Services, or otherwise interferes with operations or services of the Services in any way; infringes any copyright, trademark, trade secret, patent or other right of any party, or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person); consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation; causes MuukLabs INC to lose (in whole or in part) the services of our Internet service providers or other suppliers; links to materials or other content, directly or indirectly, to which you do not have a right to link; copies, modifies, creates a derivative work of, reverse engineers, decompiles or otherwise attempts to extract the source code of the software underlying the Services or any portion thereof; violates, or encourages anyone to violate the Agreement; violates, or encourages to violate, any applicable local, state, national, or international law, regulation, or order; or exposes MuukLabs INC to any liability of any kind.
- User agrees to receive updates (e.g., bug fixes, enhanced functions, etc.), and permits MuukLabs INC to deliver updates, as part of its use of the Services.
- User is solely liable and responsible (and MuukLabs INC has no liability or responsibility to User or any third-party) for any information, data, reports, settings, or surveys User creates or inputs, or adds or exports into or from the Services (collectively, the “User Data”). It is User’s sole responsibility to manage, maintain and make back-up copies of such User Data. If User submits User Data in connection with the Services, User represents warrant, and covenants that: (i) User owns all intellectual property rights in the User Data; (ii) User has the right to publish all of the User Data; (iii) the posting and use of the User Data in connection with the Services does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and/or other intellectual property rights; (iv) User agrees to pay for all royalties, fees, and any other monies owed by reason of User Data you post on or through the Services. In addition, User represents, warrants, and covenants that its activities with respect to the Services and the User Data are lawful in every jurisdiction where it accesses or uses the Services and submits any User Data.
- User is solely responsible (and MuukLabs INC has no liability or responsibility to User or any third-party) for your use of, or acts or omissions related to, the Services, or your breach of the Agreement, negligence or willful misconduct and for the consequences, including any loss or damage which MuukLabs INC may suffer thereof.
- Acknowledgment of Trade Secrets. User acknowledges that the Software contains valuable trade secrets and confidential information owned by MuukLabs INC, including but not limited to the development status of the Software, the functionality of the Software, the appearance, content, flow, look and feel of the Software’s screens, the method and pattern of user interaction with the Software, and the content of the Software’s documentation.
- Confidential Information. Any and all information pertaining to MuukLabs INC’s business, including but not limited to, all information, data, concepts, drawings, documents, proposals, specifications and works, software, as well as samples, specimens, copyright, patent and/or trademark applications or registrations, trade secrets, know-how, and all proprietary information relating to development, testing, creating and/or commercializing products or services of MuukLabs INC, is considered confidential and proprietary to MuukLabs INC (the “Confidential Information”). Confidential Information as used herein shall also include any and all information discussed between MuukLabs INC and User. User hereby agrees not to use or disclose to others, either directly or through any third party, Confidential Information, regardless of the manner in which the Confidential Information was communicated to or received by User, whether oral, written, digital or otherwise, and regardless of whether the Confidential Information was marked as confidential or proprietary. Any and all Confidential Information disclosed by MuukLabs INC to User is proprietary to, the exclusive property of and owned in full by MuukLabs INC. User hereby agrees not to use, either directly or through any third party, said information in any manner. User shall not attempt to reverse engineer, decompile, disassemble or in any way attempt to duplicate, either directly or through a third party, the Confidential information. User shall not design, create or otherwise replicate, or cause to be designed, created or otherwise replicated, either directly or through any third party, commercial products substantially similar to the products of MuukLabs INC, or the products under development by MuukLabs INC or any way relates to Confidential Information.
- Restrictions. User agrees that User and its employees shall not, directly or indirectly, (i) sell, lease, assign, sublicense or otherwise transfer, (ii) duplicate, reproduce or copy (except to make one backup copy), (iii) disclose, divulge or otherwise make available to any third party, (iv) use except as authorized by this Agreement, or (v) decompile, disassemble or otherwise analyze for reverse engineering purposes, the Software, including all trade secrets and confidential information therein. User shall take all reasonable precautions to prevent inadvertent disclosure of the Software, including all trade secrets and confidential information therein.
- No Disclosure to Third Parties. Without in any way limiting Subsections 6.b and 6.c, User specifically acknowledges and agrees that it shall not permit any third party, nor any employee, representative or agent thereof, that develops, markets or licenses computer programs with functionality similar to the functionality of the Software to have access to the Software or to any trade secrets and Confidential Information therein.
Right of MuukLabs INC to Use User’s Evaluation
User agrees that MuukLabs INC shall have the right to use, in any manner and for any purpose, any information gained as a result of User’s use and evaluation of the Software. Such information shall include but not be limited to changes, modifications and corrections to the Software. MuukLabs INC shall have the right to use, at its sole discretion, all such information, including but not limited to use by incorporation of such information into computer programs and documentation for assignment, license, or other transfer to third parties.
Dispute Resolution and Agreement To Arbitrate.
- By using the Services, you and MuukLabs agree that, if there is any controversy, claim, action, or dispute arising out of or related to your use of the Services or the breach, enforcement, interpretation, or validity of these Terms or any part of them, except for disputes that qualify for small claims court or those related to either party’s intellectual property (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute. Notice shall be sent to:
- Us, at 400 W North St, APT1500, Raleigh, NC, 27603 or
- You, at the address we have on file for you.
- Both you and MuukLabs agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party. IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT THE SOLE AND EXCLUSIVE JURISDICTION FOR SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY. Other rights that you and we would otherwise have in court will not be available or will be more limited in arbitration, including discovery and appeal rights. All such disputes shall be exclusively submitted to JAMS (www.jamsadr.com) for binding arbitration under its rules then in effect, before one arbitrator to be mutually agreed upon by both parties, in the Raleigh, North Carolina area.
- The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable.
- Notwithstanding anything to the contrary in these Terms, the arbitration shall be conducted in compliance with JAMS’ Consumer Arbitration Minimum Standards (www.jamsadr.com/consumer-minimum-standards) (“Minimum Standards”) if the Minimum Standards are deemed by JAMS or the arbitrator to be applicable to the Dispute.
Choice of Law and Choice of Forum.
- These Terms have been made in and shall be construed in accordance with the laws of the United States (including federal arbitration law) and the state of [STATE], without giving effect to any conflict of laws principles. Except for disputes or claims properly lodged in a small claims court in the United States, any disputes or claims not subject to the arbitration provision discussed above shall be resolved by a court located in [STATE] and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action.
- You and MuukLabs acknowledge that these Terms evidence a transaction involving interstate commerce. Any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).
Acknowledgment of Beta Testing
User and MuukLabs INC acknowledge and agree that the Software is a beta test version that may contain bugs, defects and errors and that the Software is not expected to function fully upon installation. The Software contains pre-release code that is not at the level of performance and compatibility of a final, generally available, product offering. The Software may not operate correctly and may be substantially modified prior to first commercial availability, if any. MuukLabs INC is not obligated to make this or any later version of the Software commercially available. The Software is “Not for Commercial Use.” User may not use the Software in a live operating environment where it may be relied upon to perform in the same manner as a commercially released product or with data that has not been sufficiently backed up. User and MuukLabs INC further acknowledge and agree that the Software is being made available to User without charge in exchange for User’s evaluation of the Software.
MUUKLABS INC DISCLAIMS IMPLIED WARRANTIES THAT THE SERVICES AND ALL SOFTWARE, CONTENT AND SERVICES, INFORMATION DISTRIBUTED THROUGH THE SERVICES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MUUKLABS INC OR A REPRESENTATIVE SHALL CREATE A WARRANTY. WE DO NOT GUARANTEE THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THEY ARE ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, COMPATIBLE OR WORK WITH ANY SERVICES, SYSTEM, OR OTHER SERVICES, OR SECURE, ACCURATE, COMPLETE, OR FREE OF HARMFUL CODE, OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE SERVICES THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, AND ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SERVICES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING. FURTHER, MUUKLABS INC DOES NOT ENDORSE AND MAKES NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE SERVICES. UNDER NO CIRCUMSTANCES WILL MUUKLABS INC BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT ON THE SERVICES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SERVICES. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT ON THE SERVICES. SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.
Limitation of Liability.
USER AGREES TO BE RESPONSIBLE FOR ANY AND ALL LIABILITIES, COSTS AND EXPENSES (INCLUDING REASONABLE ATTORNEYS’ FEES, FINES, AND COSTS OF ENFORCEMENT) ARISING FROM OR RELATED TO USER’S BREACH, ACTS, OR OMISSIONS UNDER THIS AGREEMENT. IN NO EVENT SHALL MUUKLABS INC BE LIABLE TO ANYONE FOR ANY DAMAGES, WHETHER IN CONTRACT OR TORT (INCLUDING NEGLIGENCE), INCLUDING BUT NOT LIMITED TO DIRECT, CONSEQUENTIAL, SPECIAL, EXEMPLARY, COLLATERAL, INCIDENTAL, PUNITIVE, OR INDIRECT DAMAGES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE USE, THE RESULTS OF USE, OR THE INABILITY TO USE THE SERVICES, EVEN IF MUUKLABS INC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MUUKLABS INC SHALL HAVE NO OBLIGATION UNDER THIS AGREEMENT TO CORRECT ANY BUGS, DEFECTS OR ERRORS IN THE SERVICES OR TO OTHERWISE SUPPORT OR MAINTAIN THE SERVICES. USER AGREES THAT IT SHALL HAVE THE SOLE RESPONSIBILITY FOR PROTECTING ITS DATA USED IN CONNECTION WITH THE SERVICES. UPON USER’S BREACH OF ANY TERM OF THIS AGREEMENT, MUUKLABS INC’S REMEDIES SHALL INCLUDE ANY DAMAGES AND RELIEF AVAILABLE AT LAW OR IN EQUITY AGAINST USER AS WELL AS INTERRUPTION OR TERMINATION OF ACCESS TO THE SERVICES AND PERMANENT DELETION OR DESTRUCTION OF ALL PORTIONS OF THE SERVICES WITHIN USER’S POSSESSION, CUSTODY OR CONTROL. IF MUUKLABS INC RETAINS ANY THIRD PARTY TO OBTAIN ANY REMEDY TO WHICH IT IS ENTITLED UNDER THIS AGREEMENT, MUUKLABS INC SHALL BE ENTITLED TO RECOVER FROM USER ALL COSTS AND EXPENSES, INCLUDING ATTORNEY’S FEES OR COLLECTION AGENCY COMMISSIONS, INCURRED. USER IS NOT RESPONSIBLE FOR ACTS OR OMISSIONS OF ANY OTHER USERS UNLESS SUCH ACTS OR OMISSIONS ARE ATTRIBUTABLE IN ANY WAY TO USER’S ACTS OR OMISSIONS. THE LIMITATION OF LIABILTY CONTAINED IN THIS AGREEMENT IS A FUNDAMENTAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN MUUKLABS INC AND USER. THE SERVICES WOULD NOT BE PROVIDED TO USER WITHOUT SUCH LIMITATIONS. In addition, when using the Services, information will be transmitted over a medium which is beyond the control and jurisdiction of MuukLabs INC, its partners, advertisers, and sponsors or any other third party mentioned on the Services. Accordingly, MuukLabs INC assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Services. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.
The User agrees to indemnify, defend, and hold harmless MuukLabs INC, and its current and future affiliates and its respective equity holders, directors, officers, affiliates, employees, agents, advisors, and representatives, and the successors and assigns of each of the foregoing (collectively and individually, a “MuukLabs INC Party”) from and against any and all liabilities, losses, obligations, damages, costs, and expenses (including reasonable attorneys’ fees and expenses) incurred by any MuukLabs INC Party as a result of any claim, action, or proceeding brought by a third party (including MuukLabs INC suppliers/licensors) arising out of or relating to User Data (including but not limited to any loss thereof), your use of, or acts or omissions related to, the Services, or your breach of the Agreement, negligence or willful misconduct.
- Independent Parties. Nothing contained in this Agreement shall be construed as creating a joint venture, partnership, agent or employment relationship between MuukLabs INC and User.
- No Assignment. User may not assign or otherwise transfer in any way any of the rights or obligations arising out of this Agreement without the prior written consent of MuukLabs INC. MuukLabs INC may assign, delegate and otherwise transfer this Agreement or MuukLabs INC’s rights and obligations to any entity. This Agreement is binding upon and will inure to the benefit of the Parties and their respective successors and permitted assigns.
- Entire Agreement. This Agreement constitutes the entire and only agreement between the Parties for Software and all other prior negotiations, representations, agreements, and understandings are superseded hereby. No agreements altering or supplementing the terms hereof may be made except by means of a written document signed by the duly authorized representatives of the Parties. MuukLabs may make changes to these Terms from time to time. You understand and agree that if you use the Services after the Terms have been updated, MuukLabs will treat your continued use as acceptance of the updated Terms.
- Compliance with Laws. User shall comply with all applicable federal, state and local laws, regulations, and ordinances in connection with its activities pursuant to this Agreement.
- Enforcement/Waivers. Our failure to act with respect to a breach by you or others of this Agreement does not waive our right to act with respect to a subsequent or similar breach or breaches. Failure of MuukLabs INC to enforce a right under this Agreement shall not act as a waiver of that right or the ability to later assert that right relative to the particular situation involved.
- Severability. If any provision of this Agreement shall be found by a court to be void, invalid or unenforceable, the same shall be reformed to comply with applicable law or stricken if not so conformable, so as not to affect the validity or enforceability of this Agreement.
- Survival. The terms of this Agreement that by their nature should survive shall survive termination of this Agreement, including the terms of the proprietary rights, no warranty, limitation of liability, indemnification, governing law and arbitration, and General sections.
- Headings. The section headings used in this Agreement are for convenience only and are not to be considered in construing or interpreting this Agreement.
YOU ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT AND AGREE TO BE BOUND BY ITS TERMS.