TERMS OF SERVICE FOR FREE CUSTOMERS
These Terms of Service for Free Customers (these "Terms") govern the free access to and use of the HeyMarvin Product (as defined below) offered by Equafin Inc. with a place of business at 66 Franklin Street Ste# 300 Oakland CA 94607 ("HeyMarvin"). By accessing or using the HeyMarvin Product you ("Customer" or "you") accept and agree to be bound by these Terms. If you are accepting these Terms on behalf of your employer or another entity (which will be deemed to the case if you sign up for the HeyMarvin Product using an email address from your employer or such entity) then you represent and warrant that (a) you have read and understand these Terms (b) you have full legal authority to bind your employer or such entity to these Terms and (c) you agree to these Terms on behalf of your employer or such entity; and references to "Customer" and "you" under these Terms will be such employer or other entity. If you do not agree to these Terms do not access or use the HeyMarvin Product.
1. Definitions
- Affiliate means an entity that directly or indirectly Controls, is Controlled by, or is under common Control with another entity, so long as such Control exists. For the purposes of this definition, "Control" means beneficial ownership of 50% or more of the voting power or equity in an entity.
- Customer Data means data uploaded by or on behalf of Customer to the HeyMarvin Product.
- Documentation means the printed and digital instructions, on-line help files, technical documentation, and user manuals made available by HeyMarvin for the HeyMarvin Product.
- HeyMarvin Product means HeyMarvin’s SaaS-based research platform that helps companies conduct, organize, store, share, or analyze research and user research participants.
2. HeyMarvin Product
a) Provision of HeyMarvin Product
Subject to these Terms, HeyMarvin will use commercially reasonable efforts to make the HeyMarvin Product available to Customer on a free basis and hereby grants Customer a non-exclusive, revocable right to access and use the HeyMarvin Product for its internal business purposes.
b) Customer Responsibilities
Customer acknowledges that HeyMarvin’s provision of the HeyMarvin Product is dependent on Customer providing necessary cooperation and information. Customer is solely responsible for its use of the HeyMarvin Product, the content of its communications sent via the HeyMarvin Product, and for obtaining and maintaining all equipment and ancillary services needed to access the HeyMarvin Product. Customer shall use the HeyMarvin Product in compliance with applicable law.
c) Modifications
HeyMarvin reserves the right to modify or discontinue the free HeyMarvin Product at any time without notice.
3. Proprietary Rights; Restrictions
a) Proprietary Rights
As between the parties, HeyMarvin exclusively owns all right, title, and interest in and to the HeyMarvin Product and its Confidential Information, and Customer exclusively owns all right, title, and interest in and to the Customer Data and its Confidential Information.
b) Technology Restrictions
Customer shall not (i) reverse engineer or otherwise attempt to derive the source code of the HeyMarvin Product; (ii) modify, adapt, or create derivative works of the HeyMarvin Product; or (iii) use the HeyMarvin Product in violation of applicable law or for any purpose not expressly permitted in these Terms.
c) Feedback
If Customer provides any suggestions, comments, or other feedback regarding the HeyMarvin Product, HeyMarvin may freely use such feedback for any purpose.
d) Product Improvement and Aggregated Statistics
Customer further agrees that notwithstanding anything herein, HeyMarvin has the right to aggregate, collect, retain, and analyze Customer Data and will be free (during and after the term hereof) to (i) use such data to provide, maintain, develop, and improve HeyMarvin’s products and services (including for machine learning purposes) and (ii) disclose such data and other information solely in an aggregated and anonymized format that does not identify Customer or any individual.
e) Use of Customer Marks
Customer hereby grants HeyMarvin a non-exclusive, royalty-free, worldwide license to use Customer’s name, logo, and trademarks (collectively “Customer Marks”) for the purpose of identifying Customer as a user of the HeyMarvin Product on HeyMarvin’s website and in its marketing materials. HeyMarvin acknowledges that Customer owns the Customer Marks and that any goodwill generated by HeyMarvin’s use of the Customer Marks shall inure to the benefit of Customer.
4. Confidentiality
"Confidential Information" means any information or data disclosed by either party that is marked or otherwise designated as confidential or proprietary, or that should otherwise be reasonably understood to be confidential in light of the nature of the information and the circumstances surrounding disclosure. However, "Confidential Information" will not include any information which:
a) is in the public domain through no fault of the receiving party; b) was properly known to the receiving party without restriction prior to disclosure by the disclosing party; c) was properly disclosed to the receiving party without restriction by another person with the legal authority to do so; or d) is independently developed by the receiving party without use of or reference to the disclosing party’s Confidential Information.
Each party agrees to protect the other’s Confidential Information from unauthorized use, access, or disclosure in the same manner as it protects its own Confidential Information, but in no event with less than reasonable care. Except as otherwise expressly permitted pursuant to these Terms, each party may use the other party’s Confidential Information solely to exercise its respective rights and perform its respective obligations under these Terms and shall disclose such Confidential Information solely to those of its respective employees, representatives, and agents who have a need to know such Confidential Information for such purposes and who are bound to maintain the confidentiality of, and not misuse, such Confidential Information. The provisions of this Section shall supersede any non-disclosure agreement between the parties.
5. Disclaimer of Warranties
THE HeyMarvin PRODUCT IS PROVIDED "AS IS" AND WITHOUT WARRANTY OF ANY KIND. HeyMarvin DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. HeyMarvin DOES NOT WARRANT THAT THE HeyMarvin PRODUCT WILL BE ERROR-FREE OR UNINTERRUPTED.
6. Limitation of Liability
IN NO EVENT WILL HEYMARVIN BE LIABLE FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES ARISING OUT OF OR RELATED TO THESE TERMS OR THE HeyMarvin PRODUCT, INCLUDING LOST PROFITS, EVEN IF HeyMarvin HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HeyMarvin’S TOTAL LIABILITY ARISING OUT OF OR RELATED TO THESE TERMS OR THE HEYMARVIN PRODUCT SHALL NOT EXCEED $100.
7. Paid Subscription Precedence
If Customer is an employee, contractor, or agent of an organization that has a separate paid subscription agreement with HeyMarvin for the HeyMarvin Product (a "Paid Subscription"), then the terms of that Paid Subscription agreement shall govern Customer’s access to and use of the HeyMarvin Product, and these Terms shall not apply. In the event of any conflict between these Terms and the terms of the Paid Subscription agreement, the terms of the Paid Subscription agreement shall control.
8. Term and Termination
These Terms are effective until terminated. HeyMarvin may terminate these Terms and Customer’s access to the HeyMarvin Product at any time for any reason. Customer may terminate these Terms by discontinuing its use of the HeyMarvin Product. Upon termination, Customer’s right to access and use the HeyMarvin Product will automatically terminate. Sections 3, 4, 5, 6, 7, 8, 9, and 10 shall survive any termination or expiration of these Terms.
9. General Provisions
a) Relationship
The parties are independent contractors, and these Terms do not create any agency, partnership, or joint venture.
b) Unenforceability
If any provision of these Terms is held to be unenforceable, that provision shall be modified to the extent necessary to render it enforceable while preserving its intent. If no such modification is possible, that provision shall be severed from these Terms, and the remaining terms shall be interpreted to give effect to the parties’ intent.
c) Governing Law
These Terms will be governed by the laws of the State of California, exclusive of its rules governing choice of law and conflict of laws.
d) Entire Agreement
These Terms, together with the Privacy Policy, constitute the entire agreement between Customer and HeyMarvin with respect to their subject matter and supersede any prior agreements or understandings.
e) Assignment
Customer will not assign or otherwise transfer its rights or obligations under these Terms without HeyMarvin’s prior written consent. HeyMarvin may assign its freely assign its rights and obligations under these Terms.
f) Amendment
HeyMarvin reserves the right, in its sole discretion and at any time and for any reason, to modify these Terms. It is Customer’s responsibility to review these Terms from time to time for any modifications. If Customer does not agree to the modified Terms, Customer’s sole remedy is to discontinue accessing or using the HeyMarvin Product.
10. Privacy Policy
HeyMarvin’s Privacy Policy, available at Link, is incorporated into these Terms by reference. The Privacy Policy governs HeyMarvin’s collection, use, and disclosure of Customer Data and personal information. In the event of any conflict between these Terms and the Privacy Policy, the terms of the Privacy Policy shall control.