USER AGREEMENT FOR MG9 SERVICES
MGNINE, LLC (hereinafter the “Provider”) and the user of MG9 services (hereinafter the “User”, the “Services”), individually referred to as the “Party”, together - the “Parties”, have entered into this agreement (hereinafter the “Agreement”) concerning the following.
SUBJECT MATTER OF THE USER AGREEMENT
- The Provider offers the User the MG9 Services on the terms that are the subject matter of this Agreement. The most current version of the Agreement can always be found on the Provider’s website at: www.mgnine.com/terms.
- The User guarantees that they will use the Services to track vehicles, to monitor the performance of technical resources and ensure their safe usage, as well as to improve the quality of customer service.
RIGHTS, DUTIES AND RESPONSIBILITIES OF THE PARTIES
- The rights, duties and responsibilities of the Parties are determined by the Terms and this Agreement.
ENTERING INTO THE AGREEMENT
- This Agreement (public offer) is deemed accepted at the moment of the User’s registration with the Services (i.e., creating an account on the Provider’s website, hereinafter the “Site”) and ticking the corresponding box on the Site.
- This Agreement shall be deemed entered into and it shall enter into force on the date of its acceptance by the User (from the moment the User takes the actions specified in the Agreement that confirm its full acceptance by the User) and is valid until terminated on the grounds stipulated by the Terms and/or current legislation.
- Changes to the Terms are made by the Provider unilaterally. Notification of changes to the Terms is made by posting a notice about the changes on the Provider’s Site or by sending a message to the User. The responsibility for familiarizing themselves with the new version of the Agreement lies with the User. If the User continues to use the Site after receiving a notification about the changes made to the Agreement, it means that the User accepts the new version. If the User disagrees with the Terms, the User should stop using the Services.
- Upon accepting this Agreement (offer), the User cannot refer to the inaccuracy and/or incompleteness of the information provided in the Terms.
Terms and Definitions
Provider – MGNINE, LLC, owner of the rights in the Services.
User – natural or juridical person that has an account with the Services.
MG9 Services - any of the services/products listed below or their combination:
- software offered as a service (the “Software”);
- MG9 360 hardware and software suite (the “Device”);
- MG9 Cloud service;
- MG9 mobile application (the “App”);
- MG9 app marketplace;
- technical support or other services described in the technical requirements, order form or other supporting documents;
Software - Site and the software of the Device and web services, including the MG9 mobile application and other applications available in the MG9 app marketplace, the use of which is governed by these Terms.
Device - hardware and software suite of the MG9 360 brand for video surveillance and logging of vehicle motion parameters and GPS data, acquired by the User or otherwise provided to the User by the Provider. The Device includes:
- MG9 360 drive recorder;
- video cameras (as per package contents);
- component parts (cables, memory cards, GPS receiver, etc. as per package contents);
MG9 Cloud service - an online vehicle monitoring system available at www.mgnine.com and providing storage and processing of video files and other data (hereinafter the “Content”) received by Users electronically from one or more Devices installed on Users' vehicles. Interaction with the system is made possible through an interface that allows the Users to share the information about their location with other Users and third parties.
Content - video files, vehicle motion parameters and GPS data received from Devices installed on Users' vehicles.
Cloud storage - the space on the Provider’s servers allocated to the User for storing Content as per the terms and conditions of the respective pricing plan.
MG9 mobile application - downloadable software that enables access to the Services and their features from mobile devices.
MG9 app marketplace - MG9 online store providing web services, applications and other software that work using API and integrate with the Services.
API key - any API key for the Services that the User can use or provide to third parties for accessing the User’s Content and personal data, as well as for collecting and using this data.
User’s personal data - any data and information that the User uploads, transmits or otherwise saves in the Services software, including data originally contained in third-party products/services.
Administration - Services representatives who perform maintenance of the Services and provide customer support to Users.
Account - User’s personal web pages within the Services through which the User manages the Services available to them.
Pricing plan – the cost of using the Services set by the Provider. Information on current plans is available at https://mgnine.com/pricing.
User’s role - a set of rights assigned to a User or group of Users, which allows the User or group of Users to perform certain operations. The following roles exist in the Services:
Administrator - a User who has full access to the system and the data stored in it.
Dispatcher - a User who has access to the “Billing” section and to Device data of other companies, but does not have access to controlling the Devices.
Driver - a User whose access to the system is limited to viewing their personal and vehicle data.
Accessing the Services
- The User gets authorized in the system by logging in to their account.
- An authorized user has the ability to:
- configure the streaming of video from the available Devices to the MG9 Cloud storage;
- view the video feed from available Devices in real time;
- add information about the vehicles on which the Devices are used to their account;
- add information about the drivers of the vehicles on which the Devices are used to their account;
- track the location of the vehicles on which the Devices are used in real time;
- download video files received from available Devices from the cloud storage.
- The User is responsible for the security of their account, as well as for all actions that occur in the Services under the User’s account. The User agrees that the User is obligated to immediately notify the Provider of any case of unauthorized (not authorized by the User) access to the Services under the User’s account and/or any security violation. The User agrees that its their responsibility to make sure they finish work with the Services under their account by clicking on the "Logout" button at the end of each session. The Provider is not liable for any data loss that may occur due to the User's violation of the provisions of this part of the Agreement.
- The User agrees that the Provider does not guarantee support for more than one account created using the Services for one User.
- The cost of using the Services is indicated in the proposal sent by the Provider to the User. The cost of using the Services may be changed by the Provider unilaterally before billing with prior notice to the User. Payment for accessing the Services and their functionality is to be made online as per invoice sent to the User by email or through the Services interface
- The following Services and/or functionality of the Services are made available by the Provider free of charge:
- MG9 Cloud service (provided that the User has acquired an MG9 360 Device; storage of video files is not included),
- MG9 mobile application,
- MG9 app marketplace,
- technical support.
Access to other functionality is provided in accordance with the selected pricing plan.
- MG9 360 Device can be purchased by the User:
- directly from the Provider,
- from an authorized dealer. The User can find information about dealers on the Provider’s Site and in other sources. The Provider is not responsible for dealers’ actions and terms. It is the User’s responsibility to verify that the dealer has documents confirming that the dealer is authorized to sell MG9 products.
- When the User purchases a Device from an authorized dealer, the terms of payment are governed by the relevant agreement between the User and the dealer.
- Any terms of the User’s agreement with the dealer that contradict these Terms are deemed invalid.
- Online services are paid for according to the terms of the current plan on a one-time or subscription basis. Buying a subscription means that the User’s payment account will be charged the cost of using the Services regularly during the subscription period in accordance with the terms of the selected plan. THE PROVIDER MAY SUBMIT PERIODIC CHARGES, AS PER THE SELECTED PLAN AND OTHERWISE, WITHOUT FURTHER AUTHORIZATION FROM THE USER UNTIL THE USER PROVIDES PRIOR NOTICE (RECEIPT OF WHICH IS CONFIRMED BY THE PROVIDER) THAT THE USER WILL TERMINATE THIS AUTHORIZATION OR WISHES TO CHANGE THE PAYMENT METHOD. SUCH NOTICE WILL NOT AFFECT CHARGES SUBMITTED BEFORE THE PROVIDER REASONABLY COULD ACT. THE USER SHOULD NOTIFY THE PROVIDER ABOUT SUCH INTENTIONS BY PERFORMING THE APPROPRIATE ACTIONS IN THE SERVICES INTERFACE (CLICKING ON AN “UNSUBSCRIBE” BUTTON, ETC.).
- If the selected pricing plan includes a trial period, the User agrees that they can use the Services free of charge only during the trial period. IF THE USER IS IN A TRIAL PERIOD AND THE USER HAS ALREADY PROVIDED A METHOD OF PAYMENT TO THE PROVIDER FOR THE SERVICES, THE PROVIDER MAY CHARGE AUTOMATICALLY AT THE END OF THE TRIAL, UNLESS THE USER NOTIFIES THE PROVIDER THAT THE USER WANTS TO CANCEL. THE USER SHOULD NOTIFY THE PROVIDER ABOUT SUCH INTENTIONS BY PERFORMING THE APPROPRIATE ACTIONS IN THE SERVICES INTERFACE (CLICKING ON AN “UNSUBSCRIBE” BUTTON, ETC.).
- If the User chooses to discontinue, cancel or terminate any Services for which the User has agreed to before the end of the respective subscription’s term and notifies the Provider about these intentions by performing the appropriate actions in the Services interface (by clicking on an “Unsubscribe” button etc.), the Provider shall have the right to immediately invoice the User or bill the User’s authorized payment method for any balance due for the remainder of the subscription term as per the selected pricing plan.
- If the amount to be charged to the User’s payment account varies from the amount the User preauthorized when accepting the subscription terms or otherwise (other than due to the imposition or change in the amount of state sales taxes), the Provide shall send notice of the amount to be charged and the date of the charge before the scheduled date of the transaction. 1.16. The User is responsible to pay any and all taxes that the Provider may be required to collect or pay based on providing the Services as per the current legislation.
- For MG9 360 Devices, the Provider warrants that the Device and its component parts, delivered as per the original package contents, will be free of defects in materials and workmanship under normal use and service and shall substantially conform with instruction manuals, user guides, and other information made available by the Provider during 1 (ONE) YEAR from the moment of purchase. Full warranty terms are provided in the warranty sheet that comes with the Device.
- The shipping address, delivery method and delivery times for purchased Device are to be agreed upon when placing an order. The Provider is not liable for any delayed or late delivery of the Device, nor for its loss if the delivery is performed by a third-party carrier. The User is responsible for all freight, insurance, and other shipping-related expenses, including, but not limited to, taxes and duties.
- The User is solely responsible for determining whether or not Device and other Services are compatible with any vehicles, devices, and/or software that utilize the Device and the Services or are to be used in combination with the Device and the Services. The User agrees that the Provider is not responsible for any cost, expense or damage arising from compatibility issues.
- The Provider may make available an API key to the User solely for the User’s internal use. The User is solely responsible for use of their API key. By using any API key, the User agrees to the API Terms of Service (available at https://docs.mgnine.com). In the event that the User authorizes a third party to access any personal user data or Content via an API key, the Provider will not be responsible or liable for any act or omission by such third party or use by such third party of the User’s personal data or other data shared by the User.
Using the Content
- The User is the owner of the Content stored in the Services, regardless of the method the Content was provided (transmitted from the Device/broadcast via a third-party API, for example, Youtube). The User gives the Provider a non-exclusive, transferable, sub-licensable, royalty-free and worldwide right to use any Content stored and/or used in the Services. This right shall expire upon deletion of the account by the User. The duration of Content storage on the Provider’s server depends on the pricing plan.
- The User agrees that the Content received by the User from a Device through the Service is stored in the cloud storage on the Provider’s server for 1 (one) month even if the User deletes their account. The User also agrees that the Provider, at the request of law enforcement agencies or at the Provider’s discretion, may transfer the Content to law enforcement agencies if it is necessary to:
- comply with a litigation;
- ensure compliance with the Terms;
- react to statements that the User’s behavior violates the rights of third parties;
- protect the rights, property or personal safety of the Provider, Provider’s users and the public.
- The Provider may use the Content received by the User from a Device through the Service for internal quality control, improvement and development of the Services, and for other similar purposes. If the Provider needs to provide the Content to third parties for these purposes, the User will be asked for consent for these actions, or the Content will be provided to third parties in an anonymized, de-identified form.
- The User understands and accepts that they are fully responsible for all Content. This means that the User, and not the Provider, is fully responsible for all content that the User uploads, sends, receives, transmits or in any other way makes available using the Services. The Provider does not control the content transmitted using the Services, and therefore does not guarantee the accuracy, completeness or quality of this content. The Provider has the right, at the Provider’s discretion, to control, monitor, delete or block any Content that does not comply with these Terms or is undesirable for other reasons. The User understands that, using the Services, the User may see offensive, obscene or controversial content. Under no circumstances shall the Provider be liable for content created by the Users of the Services, including cases when the use of the Content has led to losses or any damage. The User confirms that they use any Content only at their own risk.
The Rights and Obligations of a Registered User
- USE AND CONFIGURING OF THE SERVICES WHILE DRIVING IS STRICTLY FORBIDDEN.
- The User agrees not to use the Services to do any of the following:
- record, store, transmit or in any other way publish content that is illegal, harmful, threatening, obscene or defamatory, infringes copyright, promotes hatred and/or discrimination based on race, color, gender, social status;
- violate the rights of minors and inflict harm on them in any form;
- violate the rights of minorities;
- impersonate or misrepresent affiliation with another person or organization and/or community, including employees of the Provider, the Administration, the Provider, without being authorized to do so, as well as to provide misleading information on the properties and characteristics of any entities, persons or objects;
- upload, store, send, transmit or in any other way publish content that the User has no right to make publicly available according to the law or any contractual obligations;
- upload, store, send, transmit or in any other way publish content that infringes or violates a third party’s patent, trademark, trade secret, copyright or other intellectual property and/or associated intellectual property rights;
- covertly monitor or track objects or people without obtaining their explicit consent, or cause other damage;
- upload, store, send, transmit or in any other way publish any content containing viruses or computer code, files or programs designed to cause destruction, malfunctioning or limitation of functioning of any computer or telecommunications equipment or software or to obtain unauthorized access as well as serial numbers for commercial software products, programs for the generation of such numbers, logins, passwords and other means of gaining unauthorized access to websites and online services that are provided on a paid-for basis, as well as publish links to the aforementioned content;
- intentionally or unintentionally violate any applicable local, state or international laws;
- collect and store personal data of other users;
- send or transmit unsolicited advertising, promotional or campaigning messages;
- send or transmit messages containing rude and offensive language or proposals;
- send or transmit messages containing pornographic materials.
- If the Device has recorded actions that violate the applicable laws or are dangerous, the User is responsible for informing the law enforcement authorities about this and for handing the mentioned Content over to them.
- It is forbidden to engage in modification, copying, distribution, demonstration, presentation, reproduction, publication, transfer for any commercial purposes, sale of any parts of the Services and Content, providing access to the Services to third parties (except for the ways provided for by these Terms). It is forbidden to participate as well as encourage or enable other Users to participate in any of the following:
- enabling illegal appropriation of intellectual property, violating privacy or other personal rights (copyright, patent, trademark, trade secret, domain name rights, etc.);
- actions that have signs of fraud or dissemination of false, inaccurate information, provisions or notices;
- attempts to damage, deteriorate, weaken the integrity and security of the Services or computers, software, accounts or networks of third-party institutions (including hacking, attacks aimed at service disruption, etc.), as well as actions that precede attempts to violate security (scanning, analysis or vulnerability testing), involve network and hosting processes (or their authorization) that blacklist the IP range of the MG9 Cloud servers or block it in any other way;
- non-payment of fees or charges due for the use of the Services;
- actions that are potentially harmful to minors;
- distribution or disclosure of data on any parts of the Services in any medium, including without limitation by any automated or non-automated “scraping”;
- using any automated system, including without limitation “robots,” “spiders,” “offline readers,” etc., to access the Services in a manner that sends more request messages to the servers hosting the Services than a human can reasonably produce in the same period of time by using a conventional online web browser;
- any action that imposes, or may impose an unreasonable or disproportionately large load on the Provider’s infrastructure;
- using the Services for any commercial solicitation purposes;
- accessing any content in the Services through any technology or means other than those provided or authorized by the Services;
- sending to the Services or the Provider any personally identifying information other than that necessary for creating and managing an account;
- sending to the Services or the Provider any information protected from disclosure by the applicable law;
- bypassing the measures the Provider may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any Content or enforce limitations on use of the Services or the Content therein;
- removing of information about copyright, trademarks or other intellectual property rights associated with the Services;
- use of any network monitoring tools, network analyzers or packet interceptors, as well as any technology that enables interception, deciphering, analysis and displaying of packets used for interaction between the servers hosting the Services.
- The Provider warns against using incompatible or non-certified component parts with the Device (power adapters, GPS receivers, memory cards, cables, etc.) and is not responsible for failures in the operation of the Services if such components are used.
- The User represents and agrees that:
- the User is an adult person (at least 18 years old);
- the User has the right to create their own account with the Services, either privately or on behalf of an organization;
- the User has the right to grant the rights and licenses described in these Terms;
- the User shall pay all fees and other charges due in connection with the use of the Services.
- Users with different roles in the Services independently establish and regulate relationships between themselves. The Provider is not responsible for the use by the User of personal data of other Users.
- The Services allow the User to send messages to the Administration of the Services in order to contact the support service, publish reviews, etc. using the Services interface. The User gives their consent for the use of communication channels available in the Services only for sending notifications and content that serve the purposes outlined in the information about these communication channels published in the Services, and also accepts that all these messages are related to User Content and are governed by the Terms.
- Using the communication channels available within the Services, the User agrees that:
- each communication channel is a public and not a confidential method of communication between the User and the Provider;
- the Provider has the right at any time and at own discretion to moderate, archive and control the content of communication between the User and the Administration of the Services;
- the Administration will make every effort to timely and adequately respond to User’s messages, but is not obligated to respond to them;
- any content sent by the User electronically must comply with legal requirements for written correspondence.
Additional Terms for MG9 App Users
If the User downloads and uses the MG9 mobile application (hereinafter the “App”) on iPhone or iPad:
- As the App’s end user, the User acknowledges that:
- if the User downloads and uses the App on iPhone or iPad, the Terms are concluded between the User and the Provider only, and not with Apple Inc., and that Apple Inc. is not responsible for the App and/or the Content;
- if the User downloads and uses the App on an Android device, the Terms are concluded between the User and the Provider only, and not with Google LLC, and that Google LLC is not responsible for the App and/or the Content.
- The App is licensed to the User by the Provider on a limited, non-exclusive, non-transferable, non-sublicensable basis, solely to be used in connection with the Services for the User’s private, personal, non-commercial use, subject to all the terms and conditions of these Terms as they are applicable to the Services.
- The User will only use the App in connection with an Apple or Android device that the User owns or controls.
- The User acknowledges and agrees that neither Apple Inc. nor Google LLC have any obligation whatsoever to furnish any maintenance and support services with respect to the App.
- In the event of any failure of the App to conform to any applicable warranty, including those implied by law, the User may notify Apple Inc. or Google LLC of such failure; upon notification, either company’s sole warranty obligation to the User will be to refund to the User the purchase price, if any, of the App.
- The User acknowledges and agrees that the Provider, and not Apple Inc. or Google LLC, is responsible for addressing any claims the User or any third party may have in relation to the App.
- The User acknowledges and agrees that, in the event of any third party claim that the App or the possession and use of the App by the User infringes that third party’s intellectual property rights, the Provider, and not Apple or Google LLC, will be responsible for the investigation, defense, settlement and discharge of any such infringement claim.
- The User acknowledges and agrees that the User may not use or otherwise export or re-export the App except as authorized by United States law and the laws of the jurisdiction in which the App was obtained and is used. In particular, but without limitation, the App may not be exported or re-exported:
- в into any U.S.-embargoed or terrorist-supporting countries;
- to anyone on the U.S. Treasury Department's Specially Designated Nationals List or the U.S. Department of Commerce Denied Persons List or Entity List. By using the App, the User represents and warrants that the User is not located in any such country or on any such list.
- Both the User and the Provider acknowledge and agree that Apple Inc. and Google LLC and their subsidiaries are third-party beneficiaries of these Terms, and that upon acceptance of these Terms by the User, Apple Inc. and Google LLC will have the right (and will be deemed to have accepted the right) to enforce these Terms against the User as the third-party beneficiary hereof.
- The User confirms that they have read the App Store terms and conditions (as provided at http://www.apple.com/legal/itunes/ru/terms.html#APPS). These Terms also incorporate by reference the Licensed Application End User License Agreement (the “LAEULA”) published by Apple Inc. at http://www.apple.com/legal/itunes/ru/terms.html#APPS). For the purposes of these Terms, the App is considered the “Licensed Application” as defined in the LAEULA and the Provider is considered the “Application Provider” as defined in the LAEULA. If any of these Terms conflict with the terms of the LAEULA, these Terms shall control.
- The User confirms that they have read the Google Play terms and conditions (as provided at https://play.google.com/intl/ru_ru/about/play-terms/index.html) and that the User’s Agreement with the Provider under these Terms incorporates the Google Play terms by reference. If any of these Terms conflict with the Google Play terms, these Terms shall control.
- When the Services are used in combination with third-party services (for example, when Content is broadcast through a third-party API or when applications from the MG9 app marketplace are used), the responsibility for the functioning of these services lies with the respective third parties. The User has no obligation to enter a relationship with third parties who can be referenced in the Services (via links to their websites and otherwise). The User agrees that the Provider is not responsible for losses and other damage caused to the User as a result of business relations with third-party service providers or advertisers who can be referenced in the Services via links to their websites and otherwise.
- The Provider or third parties may provide links to other websites and online services through the Services. The Provider does not maintain any content, advertisements, products and other materials and is not responsible for them if they are posted on third-party websites or portals. The User understands and agrees that the Provider is not responsible for the availability of these external websites and portals.
- The Provider is not responsible for the use by the User of their Content (broadcasting, publishing, etc.) in third-party services.
- The User acknowledges and agrees that the Services, any required software used in connection with the Services, all data collected through the Services and any content within the Services are personal and confidential information protected by the applicable intellectual property legislation and other regulatory acts. Unless it is explicitly permitted by applicable law or the Provider, the User agrees that they will not create any derivative projects based on the Services or parts of the Services, software or content available in the Services (except for the Content obtained using the Services, if this does not violate the current legislation).
- The User with the Administrator role is obligated to ensure that Users with the Dispatcher and Driver roles don’t violate the provisions of this Agreement. The User agrees not to use prohibited methods to gain access to the Services and to use only the interface native to the Services.
- The names “MG9”, “MG9 360”, “MG9 Cloud”, “MG-NINE”, the logos MG9, MG9 360, MG9 Cloud and MG-NINE, as well as other logos and names of the Provider’s products and services are the exclusive trademarks and property of MGNINE, LLC. It is forbidden to use and display these trademarks without prior written permission from the Provider. All trademarks and service marks of third parties displayed on the Services Site are owned by their respective owners.
- The Provider reserves all rights not expressly granted herein.
The Provider reviews trademark infringement claims. If the User or a third party has good reason to believe that material published by the Provider violates the copyright or trademark rights of this party, the party (or an agent acting on the party’s behalf) can send the Provider a notice of infringement with the request to take the material down or block access to it. The following information should be included in the notice:
- a physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that has been allegedly infringed;
- identification of the copyrighted material or trademark claimed to have been infringed, or, if multiple copyrighted materials on the Site are covered by a single notice, a representative list of such materials from the Site;
- identification of the material, activity or process that is claimed to be infringing, including information regarding the location of the infringing materials that the copyright owner seeks to have removed, with sufficient detail so that the Provider is capable of finding them in the Services and verifying their existence;
- contact information about the notifier including name, address, telephone number and, if available, email address;
- a statement that the notifier has a good faith belief that use of the material in the manner complained of is not authorized by the copyright or trademark owner, their agent, or the law;
- a statement made under penalty of perjury that the information provided is accurate and the notifying party is authorized to make the complaint on behalf of the copyright owner.
- The Provider does not respond to complaints that do not satisfy these requirements. If the Provider determines that takedown of the materials allegedly infringing copyright or trademark rights is not required, the Provider will take the materials down only if the materials or their use is deemed illegal by court ruling.
- If the User or a third party has a good faith belief that they have the right to post and use the disputed material from the copyright owner, the copyright owner’s agent, or pursuant to the law, or that the disputed material is not infringing, the User or the respective third party may send the Provider a counter-notice containing the following information:
- name, address and telephone number of the party who received the notice of infringement;
- identification of the material that is claimed to be infringing;
- a statement under penalty of perjury that the party has a good faith belief that the removal of the disputed material is not required;
- a physical or electronic signature of the party sending the counter-notice (e.g., full name).
- Settlement of the dispute and protection of rights shall be carried out in accordance with the applicable legislation in the territory where the Services are used, including, but not limited to, the Civil Code of the Russian Federation, the US Digital Millennium Copyright Act (DMCA), the Directives of the European Parliament and of the Council on Copyright in the Digital Single Market (2016/0280) and on the enforcement of intellectual property rights (2004/48/EC). Contacting a legal adviser is recommended before sending a notice of infringement or a counter-notice
The Administration of the Services welcomes comments, suggestions and other feedback about the Services as well as information and products that are available in the Services (collectively, “Feedback”). By submitting Feedback, the User also grants the Provider a worldwide, non-exclusive, transferable and reassignable, sub-licensable, perpetual, irrevocable and royalty-free right to copy, distribute, publicly display and reproduce, create derivative materials based on the Feedback, and use the Feedback in other ways, as well as to use, create, sell, offer commercially, import and export products and services based on the Feedback. For this reason, it is recommended that the User do not send Feedback to the Provider if its licensing on the above grounds is undesirable.
- Information, software, products, services and content available through the Services and on the Site of the Provider are provided “as is” and without warranty of any kind. The Provider, its subsidiaries, affiliates, officers, employees, agents, partners and licensors hereby disclaim all warranties regarding the information, software, products, services and content, including (but not limited to) all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement. The Provider, its subsidiaries, affiliates, officers, employees, agents, partners and licensors do not guarantee any of the following:
- compliance of the Services with any requirements;
- uninterrupted functioning of the Services and access to the Content, its immediacy, security and correctness;
- accuracy or reliability of the results that can be obtained from the use of the Services;
- quality of products, services, information and other content obtained or received by the User through the Services that would meet the User’s expectations;
- rectification of any errors in the Services;
- The User agrees that the Provider is not responsible for examination, control, preparation or performance of any activities and any professional and other processes in which the Services can be used.
- The User agrees that under no circumstances will the Provider, its subsidiaries, affiliates, officers, employees, agents, partners, representatives and licensors (hereinafter the “Released Parties”) be liable to the User or any third parties for any kind of direct, indirect, exemplary, incidental, special or consequential damage arising out of or in any way connected with:
- appropriate or inappropriate use of the Services by the User;
- appropriate or inappropriate use by the User of hardware and software created or licensed by the Provider;
- the impossibility of using the Services by the User;
- any information or content obtained through the Services, whether under contract, tort, strict liability or otherwise, even if the Provider was warned of the possibility of such damage. Since some regions and jurisdictions do not allow the exclusion or limitation of liability for consequential or incidental damage, the aforementioned limitation may not apply to the User.
- The Provider does not maintain the User’s Content and, in particular, disclaims any liability to any individual or legal entity for losses and damages of any kind (actual, consequential, indirect, exemplary, etc.), injuries, and in relation to any claims, obligations and other circumstances related to any content of the Services.
- The Provider’s total liability to the User arising out of or in connection with these Terms will not exceed the greater of:
- fifty US dollars ($50) or
- the amount paid by the User to the Provider during the 12 months preceding the date of the claim.
The User agrees to indemnify and hold the Released Parties harmless from and against any liabilities for any losses, including reasonable legal fees incurred by the User or third parties due to incorrect or illegal use of the Services or violation by the User of the Terms or the rights of third parties.
- The Parties undertake to make every effort to resolve any dispute, claim, issue or disagreement informally before initiating any arbitration or other formal proceedings. In case a lawsuit is initiated, the User and the Provider agree that all disputes regarding the Agreement will be resolved in accordance with the regulations of the relevant jurisdiction.
- No class actions. The Parties agree that any arbitration proceedings shall be conducted on an individual basis and not in the form of a class or representative action. If any court or judge determines that the class action waiver described in this section is not legally binding or enforceable for any reason, or that the arbitration may be conducted on a collective basis, the above arbitration clause will be deemed void, as well as the agreement between the Parties to resolve disputes in arbitration.
- Exception: settlement in small claims court. Regardless of the decision of the Parties to resolve all disputes through arbitration, any of the Parties may also seek legal protection in a small claims court for disputes or claims that fall within the jurisdiction of these courts.
- Opting out of the Terms within 30 days. The User has the right to opt out of the Agreement and not be bound by the provisions of this section on arbitration and class action waiver by sending written notice of their decision to email@example.com. The notice must be sent within 30 days from the date of registration to use the Services; otherwise, the User will be obligated to resolve disputes through arbitration in accordance with these Terms. If the User refuses to comply with the arbitration agreement, the Provider will not be required to comply with it either. In this case the Provider may also deny the User access to the Services.
- The User agrees that, except otherwise provided for by applicable law, any cause of action related to the Services and the Agreement must commence within one year after the cause of action arises. Otherwise, such cause of action is barred permanently.
- Provider’s inaction in case of violation of the Agreement by the User or other users does not deprive the Provider of the right to take appropriate action to protect the Provider’s interests later.
Applicable Law and Jurisdiction
Any actions related to the Terms, the Content, the Services and the User’s relationship with the Provider are governed by and interpreted in accordance with the laws of the territory where the Services are used, without regard to the principles of conflict of laws and, in particular, are not governed by the UN Conventions on Contracts for the International Sale of Goods. If one of the Parties submits a claim or initiates a declaratory or other action in connection with these Terms, the losing Party shall compensate the winning Party for the expenses reasonably incurred in pursuing its case, including reasonable legal fees.
Termination of the Agreement
- The User agrees that the Provider, in certain serious circumstances and without prior notice, may terminate the User's account and/or block the User’s access to the Services. The reasons for such actions may include:
- violation of the Terms or other related agreements, rules and instructions;
- court rulings and orders of other government bodies;
- personal request (termination of account at the User’s discretion);
- suspension or major changes to the Services or any parts of the Services;
- unexpected technical and security issues;
- prolonged inactivity and/or
- outstanding overdue payments for using the Services.
- Account termination may ensue:
- denial of access to all functionality of the Services and the Content;
- deletion of information and Content related to the User’s Account and
- a ban on further use of the Services.
- The User agrees that the Provider may terminate the User’s account at the Provider’s sole discretion and that the Provider is not liable to the User or third parties for termination of account or denial of access to the Services. Upon any termination of account and/or the Terms, the following provisions of the Agreement shall remain in force:
- Using the Content;
- The Rights and Obligations of a Registered User;
- Applicable Law and Jurisdiction;
- General Provisions.
- The User has the right to terminate relationship with the Provider and delete their account using the link in their account at https://app.mgnine.com/. The User’s personal data will be deleted from the Provider’s server within 30 calendar days.
- The User agrees that no partnership, friendly, employment or agency relations arise between the User and the Provider as a result of following the Terms and using the Services.
- The Terms constitute the entire agreement between the User and the Provider regarding the use of the Services. The Provider’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If certain provisions of the Terms are determined by a competent court to be invalid or unenforceable, the Parties, nevertheless, agree that the court must make a decision as close as possible to the idea of these provisions, while all other provisions of the Terms remain in full force and effect.
- The User is not entitled to assign, delegate or in any other way transfer their account or related obligations under these Terms to third parties without Provider’s prior written consent. The Provider has the right, at its sole discretion, to transfer or assign all or some of the rights under these Terms, and also to delegate its obligations with respect to the Services or use third-party contractors to fulfill them in accordance with these Terms.
- Any notice from the Provider received by the User by email, standard mail or through messages and links in the Services shall be deemed sufficient notification according to the Terms.
- A printed version of these terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to these Terms and/or the use of the Site by the User to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. The names and headings in the Terms are for convenience only and have no legal or contractual effect.
The User may send any question regarding the Services and the Terms to firstname.lastname@example.org. The Provider normally responds within 7-10 days from the date the question is received.