These Terms of Use (“Terms”) set forth the legally binding terms and conditions governing your use of the Mondopoint website (“Website”) and the online services (collectively, the “Services”) offered by Mondopoint, LLC (“Mondopoint”). By using the Services, you are stating that you have read and understand, and agree to be bound by, these Terms. If you do not agree to these Terms, you are not permitted to use the Services. You agree that these Terms incorporate and include the Mondopoint Site’s Privacy Policy at www.mondopoint.com/home/privacypolicy and that Mondopoint may use any information Mondopoint obtains about you in accordance with the provisions of the Privacy Policy.

 

License

Subject to these Terms, Mondopoint hereby grants you a nonexclusive, nontransferable, non-sublicensable, limited license to access and use the Services solely in the United States for the internal business purposes of the organization that you represent. As between you and Mondopoint, Mondopoint retains all right, title and interest in and to the Services and related documentation and materials, including all intellectual property rights therein. The only rights we grant you are those rights expressly stated in these Terms.

 

Developments

Any developments or modifications made to these Terms by Mondopoint or Recipient relating to the Services or related documentation or materials, whether or not influenced or suggested by you, are the sole property of Mondopoint. You shall not (and shall not allow any third party to): (a) decompile, disassemble, or otherwise reverse engineer (except to the extent that applicable law prohibits reverse engineering restrictions) or attempt to reconstruct or discover any source code or underlying ideas or algorithms or file formats or programming or interoperability interfaces of the Services by any means whatsoever; or (b) distribute all or any portion of the Services or documentation to third parties.

 

Feedback

Mondopoint may from time to time request suggestions, feedback, or other information (” Feedback “) from you with respect to the Services or related documentation or materials. Any Feedback you provide is, and shall be, entirely voluntary and shall not create any obligation on the part of Mondopoint or any independent confidential relationship between Mondopoint and you and/or the organization you represent. Instead, Mondopoint shall be free to use and/or disclose your Feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property rights or licensing obligations. You understand and agree that the incorporation by Mondopoint of Feedback into any of its products or services does not grant you any proprietary rights therein.

 

Your Responsibilities

You agree that you are responsible for obtaining and maintaining all equipment and services needed for access to and use of the Services and for paying all charges related thereto; and not to use the Services to:

  1. copy, modify or create derivative works or improvements of the Services or related documentation or materials;
  2. rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or related documentation or materials to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;
  3. reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or related documentation or materials, in whole or in part;
  4. bypass or breach any security device or protection used by the Services or related documentation or materials or share your access credentials with or otherwise assist any other person to access or use the Services or related documentation or materials;
  5. input, upload, transmit or otherwise provide to or through the Services or Mondopoint’s systems and networks, any information or materials that are unlawful or injurious, or contain, transmit or activate any virus, worm, malware or other malicious computer code;
  6. damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, Mondopoint’s systems or networks or Mondopoint’s provision of services to any third party, in whole or in part;
  7. remove, delete, alter or obscure any trademarks, specifications, documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or related documentation or materials, including any copy thereof;
  8. access or use the Services or related documentation or materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other user of the Services), or that violates any applicable law;
  9. access or use the Services or related documentation or materials for purposes of competitive analysis of the Services or related documentation or materials, the development, provision or use of a competing software service or product or any other purpose that is to Mondopoint’s detriment or commercial disadvantage; or
  10. otherwise access or use the Services or related documentation or materials beyond the scope of the authorization granted under Section 1.

 

User Submissions and Graphs

Mondopoint does not claim ownership of any information, data and other content, in any form or medium (other than Resultant Data (as defined below)), that you submit or that is otherwise collected, downloaded, or otherwise received, directly or indirectly from you by or through the Services (collectively, “Customer Data”). As between Mondopoint and you, you own all rights to your Customer Data. However, you hereby irrevocably grant all such rights and permissions in or relating to Customer Data: (a) to Mondopoint, its subcontractors and its and their personnel as are necessary or useful to perform the Services; and (b) to Mondopoint as are necessary or useful to enforce these Terms and exercise its rights and perform its obligations hereunder. In addition, you hereby grant to Mondopoint a nonexclusive, perpetual, irrevocable, worldwide, transferable, sublicensable through multiple tiers of sublicensees, license to use the Customer Data, including all intellectual property rights relating thereto, in any manner alone or in combination with other data so long as the Customer Data is not attributed to or otherwise identifiable as data that originated from the you or the organization that you represent. ” Resultant Data ” means information, data and other content that is derived by or through the Services from processing Customer Data and is sufficiently different from such Customer Data that such Customer Data cannot be reverse engineered or otherwise identified from the inspection, analysis or further processing of such information, data, or content. You acknowledge and agree that all right and title in the Resultant Data is the property of Mondopoint, and you hereby assign all right and title in such Resultant Data to Mondopoint. Mondopoint is not required to host, display, or distribute any Resultant Data, and may remove at any time or refuse any Resultant Data. Mondopoint is not responsible for any loss, theft, or damage of any kind to any Customer Data or Resultant Data. You represent and warrant that your Customer Data, and Mondopoint’s authorized use thereof, do not and will not infringe the rights of any third party (including, without limitation, intellectual property rights, rights of privacy or publicity, or any other legal or moral rights).

 

Copyright Infringement

Mondopoint respects the intellectual property rights of others. Accordingly, Mondopoint has a policy of removing Customer Data that violate copyright law, and, in appropriate circumstances, suspending access to the Services (or any portion thereof) to any user who uses the Services in violation of copyright law, and/or terminating the account of any user who uses the Services in violation of copyright law. Pursuant to Title 17 of the United States Code, Section 512, Mondopoint has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright is being infringed by a user of the Services, please provide written notice to the following Mondopoint agent for notice of claims of copyright infringement.

Mondopoint, LLC

ATTN: Privacy Agent
c/o MATTER
222 W. Merchandise Mart Plaza, Suite 1230
Chicago, IL 60654
+1 312.296.3640
privacy@mondopoint.com

Your written notice must:

(a) contain your physical or electronic signature; (b) identify the copyrighted work alleged to have been infringed; (c) identify the allegedly infringing material in a sufficiently precise manner to allow Mondopoint to locate that material; (d) contain adequate information by which Mondopoint can contact you (including postal address, telephone number, and e-mail address); (e) contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner’s agent, or the law; (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

Feedback

If you choose to provide technical, business, or other feedback to Mondopoint concerning the Services (collectively, “Feedback”), Mondopoint will be free to use, disclose, reproduce, license, or otherwise distribute or exploit such Feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property rights or licensing obligations. You understand and agree that the incorporation by Mondopoint of Feedback into any of its products or services does not grant you any proprietary rights therein.

 

Term

These Terms are effective for the subscription term you or the organization on whose behalf you are accessing the Services paid for unless terminated earlier as permitted below. For free versions of the Services, including any version or feature that we give you on a trial, courtesy or evaluation basis or that is labeled as “Sandbox,” “Pre-Release,” “Limited Release,” “Beta” or otherwise described as experimental, untested, or not fully functional (“Free Services”), these Terms are effective for as long as we make the Free Services available to you. We may choose to provide you Free Services during or after your paid subscription and any use is subject to these Terms for as long as the Free Services is in use.

 

Termination and Suspension

Without limiting other remedies, Mondopoint may also terminate or suspend your access to all or part of the Services without notice if Mondopoint determines, in its sole and absolute discretion, that you have violated these Terms or have engaged in any conduct that Mondopoint believes is in violation of any applicable law or regulation or is otherwise harmful to the interests of Mondopoint, any other Services user, or any third party. You may discontinue your participation in and access to the Services at any time.

 

Effect of Termination

If these Terms terminate for any reason or expire, you will no longer be authorized to use or access the Services, including any online storage or backup services, and we may cancel and/or close your account at our sole discretion. After the termination or expiration date, we may delete any of your online stored or backed-up information, text, files, links, images or other materials provided to us. It is your responsibility to store or backup your Customer Data elsewhere before these Terms expire or are terminated.

 

Modification to Terms.

Mondopoint may, in its sole and absolute discretion, change these Terms from time to time. If you access the Services after a change to these Terms, we will advise you of the change. If you object to any such changes, your sole recourse will be to cease using the Services. Continued use of the Services following notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

 

Password and Security

You are responsible for maintaining the confidentiality of your Services password, and you are solely responsible for all activities that occur under your password. You agree to immediately notify Mondopoint of any unauthorized use of your password or any other breach of security related to the Services. Mondopoint reserves the right to require you to alter your password if Mondopoint believes that your password is no longer secure. You agree that you will be solely responsible for any loss or damage you suffer as a result of your failure to adequately safeguard your password.

 

Third Party Services; Integration and Links

Mondopoint may integrate with or provide links to certain third party Internet sites and services (collectively, such third parties, “Partners”). The Partner services made available through the Services or the integration of such sites and services with the Services are for your convenience only and do not signify the endorsement by Mondopoint of such Partner sites or services. YOU AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, MONDOPOINT WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY ACTS OR OMISSIONS BY PARTNERS, ANY PARTNER SERVICES OR SITES, OR ANY INFORMATION OR OTHER MATERIALS FOUND AT ANY OTHER WEBSITE OR INTERNET RESOURCE.

 

DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MONDOPOINT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND ALL PARTNER SERVICES (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT). YOU ACKNOWLEDGE THAT ACCESS TO DATA (INCLUDING, BUT NOT LIMITED TO, YOUR GRAPHS, DOCUMENTS, AND FILES) STORED BY YOU OR OTHERS ON THE SERVICES IS NOT GUARANTEED AND THAT MONDOPOINT WILL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS OF DATA CAUSED BY THE SERVICES OR UNAVAILABILITY THEREOF. YOU UNDERSTAND AND AGREE THAT ANY DATA, SERVICES AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MONDOPOINT OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY FROM MONDOPOINT NOT EXPRESSLY MADE HEREIN.

UNDER NO CIRCUMSTANCES WILL MONDOPOINT OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF MONEY, REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT’S) USE OF THE SERVICES.

IF, NOTWITHSTANDING THESE TERMS OF USE, MONDOPOINT IS FOUND TO BE LIABLE, LIABILITY OF MONDOPOINT AND ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, OR LICENSORS TO YOU OR TO ANY THIRD PARTY IS LIMITED TO ONE HUNDRED U.S. DOLLARS ($100).

 

Disclaimer of Warranties. Exclusions and Limitations.

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that Mondopoint may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Mondopoint’s liability will be the minimum permitted under such applicable law.

 

Indemnification

You agree to indemnify, defend, and hold harmless Mondopoint and its officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from your (or anyone using your account’s) violation of these Terms. Mondopoint reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Mondopoint’s defense of such claim.

 

Trademarks

“Mondopoint” and the Mondopoint logo, and certain other of the names, logos, and materials displayed in the Services, may constitute trademarks, trade names, or service marks (“Marks”) of Mondopoint or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with Mondopoint or those other entities.

 

Copyrights; Restrictions on Use.

The content on the Services (the “Content”), including without limitation, the database, text and graphics, is protected under United States and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by Mondopoint or its licensors. Other than with respect to your own Customer Data, (a) the Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of Mondopoint and its applicable licensors; and (b) you must abide by all copyright notices, information, or restrictions contained in or attached to any Content.

 

Miscellaneous

These Terms, together with any additional terms to which you or the organization on whose behalf you may be using the Services agree, constitute the entire and exclusive and final statement of the agreement between you and Mondopoint with respect to the subject matter hereof, and govern your use of the Services, superseding any prior agreements or negotiations between you and Mondopoint with respect to the subject matter hereof. These Terms and the relationship between you and Mondopoint will be governed by the laws of the State of Illinois as applied to agreements made, entered into, and performed entirely in Illinois by Illinois residents, notwithstanding your actual place of residence. All lawsuits arising from or relating to these Terms or your use of the Services will be brought in the Federal or State courts located in Cook County, Illinois, and you hereby irrevocably submit to the exclusive personal jurisdiction of such courts for such purpose. The failure of Mondopoint to exercise or enforce any right or provision of these Terms will not constitute a waiver of such right or provision. If any provision of these Terms is found by a court of competent jurisdiction to be invalid, you nevertheless agree that the court should endeavor to give effect to the intentions of Mondopoint and you as reflected in the provision, and that the other provisions of these Terms remain in full force and effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred. The section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms will remain in full force and effect notwithstanding any termination of your use of the Services.

 

Date Last Modified

These Terms were last modified on September 1, 2015.