End User License Agreement
Effective date: 25-Oct-2023
PLEASE READ THIS END USER LICENSE AGREEMENT (“EULA”) CAREFULLY. BY ACCESSING OR USING THE MEANING TEAM INC. (“MEANING”) SERVICES YOU (“YOU,” “YOUR”) ACCEPT AND AGREE TO THE TERMS AND CONDITIONS OF THIS EULA. IF YOU DO NOT AGREE TO THE TERMS AND CONDITIONS HEREIN, YOU MAY NOT ACCESS OR USE THE SERVICES. This EULA includes all exhibits, accepted Order Forms, and documents and policies incorporated herein by reference. You and Meaning are each sometimes referred to herein as a “Party” and collectively as the “Parties”.
“Client Software” means Meaning’s client software for purposes of facilitating access to, operation, or use of the Services and any updates Meaning may make available to such Client Software from time to time.
“User Data” means information, data, and other content, in any form or medium, that is submitted, posted, or otherwise transmitted by users of the Service (“Users”) through the Services.
“Documentation” means the documentation made generally available by Meaning to its Users relating to the installation, access, and use of the Services and may include download instructions, user manuals, and guides.
“High Risk Activities” means activities where the use or failure of the Services would reasonably be expected to lead to death, personal injury, or environmental or property damage.
“Intellectual Property Rights” means current and future worldwide rights under patent, copyright, trade secret, trademark, and moral rights laws, and other similar rights.
“Services” means Meaning’s Services that includes the Client Software, Documentation, Meaning Inference Server Software, and Meaning services provided in delivering Meaning’s software-as-a-service offering as specifically ordered in an Order Form accepted by Meaning.
“Inference Server Software” means the server software used in the delivery of Services. The Inference Server Software will be installed on Meaning controlled servers operated by Meaning’s cloud service provider (e.g. Amazon Web Services, etc.).
“Order Form” means the ordering document specifying the commercial terms of a purchased subscription to the Services, namely, for example, the Services being ordered, the Subscription Term, usage or license parameters, and any pricing and payment terms.
“Personally Identifiable Information” or “PII” means information that either alone or in combination with other data identifies, uniquely relates to, or is capable of being associated with a particular individual, such as an individual’s name, social security number, financial account numbers, account passwords and passcodes, driver’s license and/or government-issued identification number.
“Subscription Term” or “License Term” may be used interchangeably, with each referring to the purchased term of access to the Services under the applicable Order Form.
“Support Services” means Meaning’s support and maintenance services delivered by Meaning pursuant to its Support Policy.
“Updates” means error corrections, bug fixes and updates and upgrades to the Client Software that are released during the relevant License Term and made generally available by Meaning.
2. Provision of the Services.
2.2 Modifications. Meaning may make commercially reasonable updates to the Services from time to time. Meaning will inform Users in its Services release notes available on Meaning’s support website and/or through another form of notification if Meaning makes a material change to the Services that would have a material impact on Your use of the Services.
2.3 Discontinuation of Services. Meaning may, without prior notice, change the Services; stop providing the Services or features of the Services, to you or to Users generally; or create usage limits for the Services. Meaning may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of this EULA, or for no reason. Upon termination for any reason or no reason, you will continue to be bound by this EULA.
3. Access and Use.
3.1 Access and Use. Subject to the terms and conditions of this EULA, Meaning grants you a limited, non-exclusive, non-transferable, revocable, license to access and use the functionality of the Services during the length of the applicable License Term. Meaning (a) will make the Services available to you to access and use for your own internal business purposes; and (b) grants you a non-exclusive, non-transferable, worldwide, limited-term license, without the right to sublicense, to download, install, and use the Client Software only on hardware owned or controlled by you (in order to perform its functions in conjunction with the Services. Your use and access to the Services is subject to the usage limitations of your license. Meaning reserves all rights not expressly granted herein in the Services and the Meaning Materials. “Meaning Materials” means all Updates, Documentation, programs, manuals, files, reports, analysis, data and other materials and information provided through or as part of this EULA.
3.2 Account. In order to use the Services, you will be required to create an account and provide accurate, current and complete information in connection with use of the Services (“Account”). You agree to maintain and promptly update Account information as necessary to maintain its accuracy. Meaning reserves the right to suspend or terminate access to and use of the Services, or any portion thereof, on the basis of inaccurate or incomplete Account information. The Account gives you access to the Services and functionality that Meaning may establish and maintain from time to time and in Meaning’s sole discretion. You are responsible for all activity that occurs when the Services are accessed through your Account, and must keep your account password secure. You must notify Meaning immediately of any breach of security or unauthorized use of your Account.
3.3 Reservation of Rights. Meaning reserves all rights not expressly granted to you herein. Except for the limited rights and licenses expressly granted, nothing herein grants by implication, waiver, estoppel, or otherwise, to your or any third party, any intellectual property rights or other right, title, or interest in or to the Services or any and all intellectual property provided to you in connection with Services (“Meaning IP”).
3.4 Use Restrictions. You agree to not access or use the Services for any purpose other than those specifically permitted. You will not use the Services to engage in activity that is illegal or deemed dangerous, harmful or otherwise inappropriate by Meaning in its sole discretion. You acknowledge and agree that the Services and other Meaning Materials are licensed solely for your internal use of your business in its ordinary course. You may not use the Services or other Meaning Materials for any other purposes, such as use them to provide services to other organizations, or integrate with other third-party solutions or services, or any other such circumstances without prior written authorization from Meaning. Except as otherwise expressly set forth herein, you will not, and will not permit or encourage any third party to: (a) copy, modify, or create derivative works of the Services and Meaning IP, in whole or in part; (b) sell, resell, license, sublicense, rent, lease, transfer, assign, distribute, transfer, or otherwise make available the Services and Meaning IP; (c) disassemble, decompile, decode, adapt, or reverse engineer any portions of the Services and Meaning IP, or otherwise attempt to gain access to the source code to the Services and Meaning IP (or the underlying ideas, algorithms, structure or organization of the object code in the Services and Meaning IP); (d) remove any proprietary notices from the Services; (e) access or use the Services for purposes of monitoring availability, performance or functionality, or for any other benchmarking or competitive purposes; (f) remove, circumvent, disable, damage or otherwise interfere with security-related features of the Services, features that prevent or restrict use or copying of any content accessible through the Services; (g) remove any proprietary notices from the software or elsewhere on the Services; (h) abuse or misuse the Services, including gaining, facilitating or attempting to gain unauthorized access to the Services; or (i) access or use the Services and Meaning IP, or any component thereof, (i) in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person; (ii) that violates any applicable law; (iii) in a manner intended to avoid incurring Fees or to circumvent usage limitations; (iv) for High Risk Activities. The restriction set forth in (c) is inapplicable to the extent prohibited by applicable law; provided that, if you intend to disassemble, decompile or reverse engineer the Services or Meaning IP, you will first provide Meaning with written notice. For avoidance of doubt, Services and the use restrictions set forth in this Section apply to all components of Services, including without limitation, the Client Software and Documentation.
3.5 Additional Restrictions. In addition, Company will not and will not allow any third party to (i) interfere with, disrupt, alter, or modify the Services or any part thereof, or create an undue burden on the Services or the networks or services connected to the Services; (ii) introduce software or automated agents or scripts into the Services so as to produce multiple accounts, generate automated searches, requests, or queries, or to strip or mine data from the Services; (iii) store or transmit any malicious code through the Services; (iv) collect or harvest any PII, including account names, from the Services; (vi) use the Services for any commercial solicitation purposes; (vii) impersonate another person or otherwise misrepresent your affiliation with a person or entity, steal or assume a person’s identity (whether a real identity or nickname or alias), conduct fraud, hide or attempt to hide your identity; (viii) interfere with the proper working of the Services; (ix) access any content on the Services through any technology or means other than those provided or authorized by the Services; or (x) use the Services to create, train, or improve a similar or competing product or service. In addition to any other remedies available, Meaning may immediately suspend or terminate Company’s use of the Services based on any suspected violation of these terms, and any violation of these terms is deemed to be a violation of Meaning’s Intellectual Property Rights. You will provide Meaning with any assistance that Meaning requests to reasonably confirm compliance with these terms. These terms will survive termination or expiration of this EULA.
3.6 User ID and Password Protection. You must keep your user IDs, passwords, tokens, and all access credential information strictly confidential and not share such information with any other person or third party. Meaning will have no liability for actions taken using your user IDs, passwords, tokens, and other access credential information, including any unauthorized use or access caused by misuse or misappropriation of such user IDs, passwords, tokens or other credentials. You will immediately notify Meaning of any unauthorized access to or disclosure of assigned passwords, tokens, or access credentials.
3.7 Service Suspension. You acknowledge that: (a) your access to and use of the Services may be suspended or limited for the duration of any unanticipated or unscheduled downtime or unavailability of any portion or all of the Services for any reason, including as a result of power outages, hacking, system failures, fraud prevention, or other interruptions; and (b) Meaning shall also be entitled, without incurring any liability to you, to suspend access to any portion or all of the Services at any time, on a Service-wide basis: (i) for scheduled downtime to permit Meaning to conduct maintenance or make modifications, upgrades, or updates to any of its Services; (ii) in the event of a denial of service attack or other attack on the Services or other event that Meaning determines, in its sole discretion may create a risk to the applicable service, to Meaning, or to any of Meaning’s other customers if the relevant service were not suspended; (iii) in the event that Meaning determines that it is necessary or prudent to do so for legal or regulatory reasons; or (iv) Meaning reasonably believes that you are in breach of this EULA. Meaning will lift any suspension when the circumstances giving rise to the suspension have been resolved. At your request, Meaning will, unless prohibited by applicable law, notify you of the basis for the suspension as soon as is reasonably possible. WITHOUT LIMITATION TO SECTION 8 (LIMITATION OF LIABILITY), MEANING WILL HAVE NO LIABILITY WHATSOEVER FOR ANY DAMAGE, LIABILITIES, LOSSES (INCLUDING ANY LOSS OF DATA OR PROFITS) OR ANY OTHER CONSEQUENCES THAT COMPANY MAY INCUR AS A RESULT OF ANY SERVICE SUSPENSION.
3.8 Delivery of Materials. The Services, including the Client Software, and any versions, Updates or maintenance releases of any component of it, will be delivered or made available by Meaning through electronic download or other electronic delivery.
4. Proprietary Rights.
4.1 Meaning IP. User acknowledges that, as between User and Meaning, Meaning owns all right, title and interest, including all intellectual property rights, in and to the Services and Meaning IP and all modifications and enhancements of the Services (including ownership of all copyrights and other intellectual property rights). For the purpose of clarity, nothing provided by Meaning under this EULA, including the Meaning Materials or Services, is to be considered a “work for hire” and Meaning does not convey, transfer or assign any right, title and interest it may have now or in the future acquire, including but not limited to all intellectual property rights, to you.
4.2 User Data and Voice Recordings. Meaning acknowledges that, as between you and Meaning, you own all right, title, and interest, including intellectual property rights, in and to User Data, including without limitation, voice recordings. You shall ensure that no PII is included in voice recordings that are made available to Meaning in providing the Services or otherwise pursuant to this EULA. You hereby grant to Meaning and its affiliates a non-exclusive, royalty-free, worldwide right and license to reproduce, distribute, and otherwise use and display the User Data and perform all acts with respect to the User Data as may be necessary for Meaning to provide the Services to you and as otherwise provided in this EULA, including without limitation, use of the voice recordings during and after the term of this EULA, for machine learning purposes, and to develop, improve, support, and operate its products and services. You are responsible for any consents and notices required to permit your use and receipt of the Services and Meaning’s accessing, storing and processing of data provided by you. Under no circumstances will Meaning be liable in any way for any User Data, including, but not limited to, liability for any errors, inaccuracies, or omissions therein, or for any loss or damage of any kind incurred as a result of the use thereof. Meaning will have no obligation or liability to you to maintain, store, or license any User Data. User Content may be modified or adapted for purposes of transmission, display, or distribution over computer networks or any media formats, in order to conform to any requirements or limitations in working with such networks, services, devices or media. Meaning reserves the right at all times to remove or refuse distribution of any User Data.
4.3 Aggregated Statistics. Notwithstanding anything to the contrary herein, Meaning may monitor your use of the Services and collect and compile data and information related to such use that is used by Meaning in an aggregate and anonymized manner, including to compile statistical and performance information related to the provision and operation of the Services ("Aggregated Statistics"). As between you and Meaning, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by Meaning. You acknowledge that Meaning may compile Aggregated Statistics based on User Data input into the Services. You agree that Meaning may (i) make Aggregated Statistics publicly available in compliance with applicable law, and (ii) use Aggregated Statistics to the extent and in the manner permitted under applicable law; provided that such Aggregated Statistics do not identify you or your Confidential Information.
4.4 User Feedback. At your option, you may provide comments, ratings, feedback or suggestions about the Services to Meaning (“Feedback”). Meaning and its affiliates may use the Feedback without restriction and without obligation to you and you grant Meaning a worldwide, non-exclusive, irrevocable, perpetual, royalty-free right and license to incorporate and use the Feedback.
5. Orders, Fees and Payment. As part of this EULA, there are no orders, fees, and/or payment terms set forth. Any future orders, fees, and/or payment terms will be governed under a separate Order Form and as an addendum to the EULA.
6.1 Nondisclosure and Limited Use. During the term of this EULA, either Party may disclose to the other Party certain non-public, proprietary information (either oral, written or digital) (“Confidential Information”). For purposes of this EULA, the Party disclosing the Confidential Information shall be referred to as the “Disclosing Party” and the Party receiving the Confidential Information shall be the “Recipient.” Recipient agrees to use at least the same degree of care, but not less than reasonable care, to prevent disclosure of Confidential Information to third parties as Recipient would use to protect its own Confidential Information. Recipient shall not disclose to any third Party, nor permit any other person or entity access to the Disclosing Party’s Confidential Information, except as required by an employee, agent, officer, director, partner, or representative of such Party in order to perform the obligations or exercise rights under this EULA. Each Party shall ensure that its employees, agents, officers, directors, partners, or representatives are advised of the confidential nature of the Confidential Information and are precluded by contract or other legal obligation from taking any action prohibited under this Section. A Party shall immediately notify the other Party in writing of all circumstances surrounding any possession, use, or knowledge of Confidential Information by any person or entity other than those authorized by this EULA. Each Party agrees that Confidential Information shall be used for the sole purpose of performing its obligations or exercising its rights under this EULA. The term “Confidential Information” shall not include any information which: (a) at the time of the disclosure or thereafter is or becomes generally available to the public other than as a result of its disclosure by the Recipient in violation of this EULA, (b) was or becomes available to the Recipient on a non-confidential basis from a source other than the Disclosing Party, (c) is independently developed by the Recipient without the use of any Confidential Information, or (d) was in the possession of the Recipient prior to being disclosed to the Recipient by the Disclosing Party. Upon termination of this EULA, Recipient shall, upon the request of the Disclosing Party, return or destroy all Confidential Information of the Disclosing Party. Notwithstanding the foregoing, the Recipient may retain one (1) copy of all Confidential Information for legal and compliance purposes provided it maintains such copy in accordance with this EULA and ceases using such data for business purposes. In the case of destruction, the Recipient shall certify in writing such destruction to the Disclosing Party within ten (10) days following written request for such certification. Recipients may disclose the Disclosing Party’s Confidential Information upon the order of any competent court or government agency. Prior to any such disclosure the Recipient shall, to the extent that doing so would not prejudice the Recipient or subject the Recipient to a fine or penalty, inform the Disclosing Party of such order and afford the Disclosing Party the opportunity to contest such disclosure.
6.2 Remedies. Any breach or threatened breach of this Section may cause irreparable injury to the Disclosing Party and that, in addition to any other remedies that may be available, in law, in equity or otherwise, the Disclosing Party will be entitled to seek injunctive relief against the threatened breach or the continuation of any such breach by the Recipient, without the necessity of proving actual damages or posting any bond, in addition to any other rights or remedies provided by law.
7. Support Services. During the License Term, Meaning will make reasonable efforts to assist you with any technical difficulties or questions you may have. However, Meaning does not warrant successful resolution of such difficulties nor does it guarantee that support will be available within a specific timeframe.
8. Limitation of Liability.
8.1 Limitation on Indirect Liability. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO SECTION 8.3, IN NO EVENT WILL A PARTY OR ITS AFFILIATES BE LIABLE TO THE OTHER PARTY OR ITS AFFILIATES FOR ANY INDIRECT, CONSEQUENTIAL, SPECIAL, INCIDENTAL, PUNITIVE OR EXEMPLARY DAMAGES OF ANY KIND, OR FOR ANY LOST REVENUES, PROFITS, SAVINGS OR GOODWILL, OR FOR ANY LOST, INACCURATE OR DAMAGED DATA, OR BUSINESS INTERRUPTION, OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, ARISING OUT OF OR RELATED TO THIS EULA OR ARISING FROM THE SERVICES OR ANY COMPONENT THEREOF, EVEN IF ADVISED BEFOREHAND OF THE POSSIBILITY OF THE DAMAGES OR LOSS.
8.2 Limitation on Amount of Liability. SUBJECT TO SECTION 8.3 BELOW, IN NO EVENT WILL THE AGGREGATE LIABILITY OF A PARTY TO THE OTHER PARTY, INCLUDING WITHOUT LIMITATION, THE USE OF OR INABILITY TO USE AND ACCESS THE SERVICES, SUPPORT SERVICES, EXCEED THE FEES PAID OR DUE TO MEANING), IN THE TWELVE-MONTH PERIOD PRIOR TO THE EVENT FIRST GIVING RISE TO THE LIABILITY.
8.3 Excluded Claims. The limitations set forth in Section 8.1 and 8.2 above do not apply to either Party’s liability for the following (“Excluded Claims”).
8.3.1 Claims for breach of the access and use terms and restrictions as set forth in Section 3 (Access and Use);
8.3.2 Payment obligations;
8.3.3 Indemnification obligations or any matters for which liability cannot be limited or excluded under applicable law, such as for fraud or willful misconduct;
8.4 Applicability. THE PARTIES AGREE THAT THIS SECTION 8 WILL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE AND WILL APPLY EVEN IF ANY LIMITED REMEDY SPECIFIED IN THESE TOS IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
Notwithstanding anything to the contrary herein, if you are dissatisfied with the Services, your sole and exclusive remedy is to discontinue using the Services.
9.1 Indemnification by Meaning. Meaning will defend you from and against any formal legal proceeding filed by an unaffiliated third party before a court or government tribunal (“Claim”) to the extent arising from an allegation that the Services accessed and used by you in accordance with this EULA infringes the third party’s Intellectual Property Rights and will indemnify you from and against any damages and costs finally awarded against you or agreed to by Meaning in a monetary settlement (including reasonable attorneys’ fees) to the extent resulting from such a Claim. If such a Claim occurs, or in Meaning’s opinion is reasonably likely to occur, Meaning, at its expense and in its sole discretion, may, in addition to its indemnification obligations: (i) procure the right to allow you to continue to use and access the Services; (ii) modify or replace the Services or infringing portions thereof to become non-infringing; or (iii) if neither (i) or (ii) is commercially feasible, terminate the applicable Order Form and this EULA, and refund any prepaid Fees attributable to the remainder of the License Term. Notwithstanding the foregoing, Meaning will have no obligations under this Section 9.1 if the Claim is attributable to: (1) any modification of the Services not made by Meaning or its contractors; (2) any combination or use of the Services with products or services not provided by Meaning; (3) your failure to use Updates made available by Meaning at no additional cost; (4) access to or use of the Services not in accordance with the applicable Order Form and this EULA; (5) Third Party Software; and (6) User Data. THE REMEDIES SET FORTH IN THIS SECTION ARE YOUR SOLE AND EXCLUSIVE REMEDIES, AND MEANING’S ENTIRE LIABILITY, WITH RESPECT TO INFRINGEMENT OR VIOLATION OF THIRD-PARTY INTELLECTUAL PROPERTY RIGHTS.
9.2 Indemnification by You. You will defend Meaning and its affiliates and their officers and employees (“Meaning Indemnitees”) from and against any Claim to the extent arising from (i) any product or service used by you in conjunction with the Services, (ii) User Data; or (iii) your use or misuse of the Services or any portion thereof; (iv) your breach or alleged breach of any representations, warranties, obligations or responsibilities contained herein; (v) your modification of the Services or any information contained therein, integration, alteration or the combination of all or part of the Services with any other software, program, product or device that is not expressly permitted under this EULA; (vi) your violation of federal, state or local laws, rules or regulations; or (vii) the actions of any person gaining access to the Services through your account, and will indemnify the Meaning Indemnitees from and against any damages and costs finally awarded against Meaning Indemnitees or agreed to by you in a monetary settlement (including reasonable attorneys’ fees) to the extent resulting from such a Claim.
9.3 Indemnification Procedures. A Party’s indemnification obligations are conditioned upon the indemnified party: (i) providing prompt notification to the indemnifying party in writing of the Claim; (ii) allowing the indemnifying party the right to control the investigation, defense and settlement (if applicable) of the Claim at the indemnifying party’s sole cost and expense; and (iii) upon request, and at the expense, of the indemnifying party, providing all necessary cooperation and assistance. Failure by the indemnified party to notify the indemnifying party of a Claim under this Section 9 will not relieve the indemnifying party of its obligations, however, the indemnifying party will not be liable for any litigation expenses that the indemnified party incurred prior to the time when notice is given or for any damages and/or costs resulting from any material prejudice caused by the delay or failure to provide notice to the indemnifying party in accordance with this Section. The indemnified party may participate in the defense of the Claim with its own counsel at its own expense. The indemnifying party may not settle any Claim if the settlement would require obligation on the part of the indemnified party, without the indemnified party’s prior written consent, such consent not to be unreasonably withheld, conditioned, or delayed. Further, any indemnification obligation under this Section 9 will not apply if the indemnified party settles or makes any admission with respect to a Claim without the indemnifying party’s prior written consent. Each Party’s indemnification obligations under this Agreement will be reduced to the extent the other Party is held to have been contributorily negligent or otherwise at fault. Each Party shall have a duty to mitigate its damages for which the other Party is or may be responsible.
10.1 Mutual Warranties. Each Party represents and warrants that (a) it has full power and authority to enter into this EULA, and (b) it will comply with all laws applicable to its provision, receipt, or use of the Services, as applicable.
10.2 DISCLAIMER. EXCEPT AS EXPRESSLY PROVIDED IN THIS EULA, YOU UNDERSTAND AND AGREE THAT THE MEANING MATERIALS AND SERVICES AND INFORMATION CONTAINED THEREIN OR PROVIDED THEREWITH ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS ONLY AND THAT MEANING DOES NOT MAKE AND EXPRESSLY DISCLAIMS TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW ANY WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE, TITLE, NON-INFRINGEMENT, OR ERROR-FREE OR UNINTERRUPTED ACCESS TO OR USE OF THE MEANING FOR CONTACT CENTERS SERVICES OR ANY COMPONENT THEREOF. FURTHERMORE, AND WITHOUT LIMITATION, MEANING DOES NOT WARRANT THAT: A) INFORMATION PROVIDED BY THE SERVICES IS CORRECT, ACCURATE, RELIABLE OR COMPLETE; B) THE FUNCTION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR C) THE USE OF THE SERVICES WILL RESULT IN ANY PARTICULAR RESULTS. YOU ARE RESPONSIBLE FOR ANY AND ALL ACTS OR OMISSIONS TAKEN OR MADE IN RELIANCE ON THE SERVICES OR THE INFORMATION CONTAINED THEREIN, INCLUDING INACCURATE OR INCOMPLETE INFORMATION. MEANING DOES NOT ASSUME ANY LIABILITY FOR THE FAILURE TO STORE OR MAINTAIN ANY OF YOUR MATERIALS, COMMUNICATIONS, ACCOUNT INFORMATION, OR PERSONAL SETTINGS. THE SERVICES MAY BECOME UNAVAILABLE DUE TO MAINTENANCE OR MALFUNCTION OF COMPUTER EQUIPMENT, SERVERS, OR OTHER REASONS.
11. Term and Termination.
11.1 Term. The term will begin on the Effective Date as provided during the account activation process. . This EULA will terminate upon expiration of the applicable License Term..
11.2 Termination for Cause. This EULA may be terminated by a Party: if the other Party materially breaches any provision and the breach remains uncured 30 days after being provided with notice of the breach.
11.3 Suspension of Access. Meaning may suspend access to the Services immediately pending your cure of any breach of this EULA, or in the event Meaning determines in its sole discretion that your access to or use of the Services may jeopardize the Services or the confidentiality, privacy, security, integrity or availability of information within the Services, or that you have violated or may violate this EULA, or have jeopardized or may jeopardize the rights of any third party, or that any person is or may be making unauthorized use of the Services. Meaning’s election to suspend the Services shall not waive or affect Meaning’s rights to terminate this EULA as provided herein.
11.4 Effect of Termination. All of your rights in the Services will terminate immediately upon termination of this EULA.. No later than 5 days after termination of this EULA, you will return to Meaning or, upon Meaning’s request, destroy or render inaccessible, all materials containing any Confidential Information of Meaning, and discontinue access to and use of and uninstall the Services, including all copies thereof.
12.1 Assignment. Neither the rights nor the obligations arising under this EULA are assignable by you, and any such attempted assignment shall be void and without effect. All validly assigned rights and obligations of the Parties under this EULA will be binding upon and inure to the benefit of and be enforceable by and against the successors and permitted assignees.
12.2 Entire Agreement; Modification; Waiver. This EULA is the entire agreement between the Parties, and supersedes any prior agreements and understandings, written or oral, with respect to the matters covered herein, and are not intended to confer upon any third party any rights or remedies hereunder. No modification of or amendment to this EULA, nor any waiver of any rights under this EULA, will be effective unless in writing and signed by Meaning.
12.3 Third Party Software. The Services contain or integrate third party software which may be delivered to you together with or as part of the Services (“Third Party Software”). The Third-Party Software is subject to the applicable third-party license, including the relevant proprietary notices, disclaimers, requirements and/or extended rights of the Third-Party Software. For a list of Third-Party Software please see https://www.meaning.team/mcc-third-party-dependencies.
12.4 Governing Law. This EULA will in all respects be governed by the laws of the State of New York without reference to its principles of conflicts of laws. The Parties hereby agree that all disputes arising out of this EULA will be subject to the exclusive jurisdiction of and venue in the federal (for the Southern District of New York) and state courts within New York County, NY. You hereby consent to the personal and exclusive jurisdiction and venue of these courts. The Parties hereby disclaim and exclude the application of the United Nations Convention on Contracts for the International Sale of Goods. The prevailing Party in any dispute under this EULA shall be entitled to recover all costs actually incurred in connection therewith, including, without limitation, reasonable attorneys’ fees.
12.5 Severability. If any provision of this EULA is held invalid or unenforceable under applicable law by a court of competent jurisdiction, it will be replaced with the valid provision that most closely reflects the intent of the Parties and the remaining provisions will remain in full force and effect.
12.6 Relationship of the Parties. Nothing herein is to be construed as creating an agency, partnership, or joint venture relationship between the Parties hereto. Neither Party will have any right or authority to assume or create any obligations or to make any representations or warranties on behalf of any other Party, whether express or implied, or to bind the other Party in any respect whatsoever.
12.7 Notices. Any notices or communication under this Agreement shall be in writing. All notices shall be given by electronic mail. For contractual purposes, the Parties agree that all terms and conditions, agreements, notices, disclosures, and other communications that are provided electronically satisfy any legal requirement that such communications would satisfy if they were otherwise mailed. All notices shall be effective upon the day following sending by electronic mail. You may change your email address for notice by updating your Account.
12.8 Force Majeure. Meaning shall not be liable any delay or failure to perform its obligations hereunder that arises, in whole or in part, from any cause or causes beyond the reasonable control of Meaning.
12.9 Survival. The provisions of this EULA that by their nature contemplate survival of this EULA shall survive any termination or expiration of this EULA.
12.10 Publicity You may not use Meaning’s names, symbols, trademarks, or other marks without Meaning’s prior written consent.
12.11 Export Law Assurances. You understand that the Services including the components thereof are subject to export control laws and regulations. You may not download or otherwise export or re-export the Services or any underlying information or technology except in full compliance with all applicable laws and regulations, including United States export control laws. None of the Services or any underlying information or technology may be downloaded or otherwise exported or re-exported: (a) into (or to a national or resident of) any country to which the United States has embargoed goods; or (b) to anyone on the U.S. Treasury Department’s list of specially designated nationals or the U.S. Commerce Department’s list of prohibited countries or debarred or denied persons or entities. You hereby agree to the foregoing and represent and warrant that you are not located in, under control of, or a national or resident of any such country or on any such list.
12.9 Construction. The titles and section headings used herein are for ease of reference only and will not be used in the interpretation or construction of this EULA. No rule of construction resolving any ambiguity in favor of the non-drafting party will be applied hereto. The word “including”, when used in this EULA, is illustrative rather than exclusive and means “including, without limitation.”