Marli

1.Definitions. For purposes of these Terms and Conditions, the following terms have the following meanings:

“Content” means all data, information, materials, text, images, files, records, communications, and other content that is accessed, displayed, processed, stored, transmitted, generated, or otherwise made available through or in connection with the Software, including without limitation: (i) the Software’s functionality, features, user interfaces, and related materials; (ii) any User Data submitted, uploaded, entered, transmitted, or otherwise provided or made available by you, whether confidential, proprietary, personal, or non-confidential; (iii) any User Data made available or shared by other Users of the Software; and (iv) any data, information, materials, or content provided, made available, or shared by Licensor in connection with the Software.

“Intellectual Property Rights” means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

“Lead Data” means your name, the industry in which you operate, and your product needs (whether identified by you or the Software).

“Licensee” means the Person that has entered into the Software License Agreement with Licensor and that, pursuant to the rights granted under the Software License Agreement, has provided you with access to or the use of the Software and Services.

“Licensor” shall have the meaning set forth in the preamble.

“Outputs” means the brand strategy materials, reports, analyses, recommendations, text, and other materials generated by the Software or the Services for you or through your use of such Software or Services. Outputs do not include the Software or the Services.

“Permitted Use” means use of the Content, the Software, and the Services for (i) your internal business purposes, and (ii) the use, adaptation, and publication of Outputs in your own marketing, advertising, and business communications and the sharing of Outputs with your employees, contractors, and service providers.

“Person” means an individual, corporation, partnership, joint venture, limited liability company, governmental authority, unincorporated organization, trust, association, or other entity.

“Services” means any service rendered by Marli to you, including, without limitation, (i) access to the Software, (ii) storing, retrieving and transmitting User Data, (iii) the provision of Content in connection with the Software, (iv) any bug-fixes, corrections, enhancements, patches, revisions, updates, or upgrades to the Software, and (v) maintenance or support services in connection with the Software, if any.

“Software” means the Marli software platform that serves as an interface to the Services and that may be used to access, store, retrieve, and transmit User Data and other data, information, or materials.

“Software License Agreement” means the license agreement entered into by and between Licensor and Licensee pursuant to which Licensor grants Licensee the right to make available the Software and Services to its authorized users, subject to the terms, conditions and limitations set forth therein.

“Sponsor” means a financial institution, bank, credit union or other Person expressly approved by Licensor in writing that has agreed to pay on behalf of Licensee, directly or indirectly, some or all of the fees, charges or other amounts payable by Licensee to Licensor under the Software License Agreement.

“Third-Party Content” means any applications, data, content, information, products, or services that are owned by Persons other than Licensor and that may be provided, displayed, included, or otherwise made available in or through the Content, the Services or the Software.

“User” means any Person who accesses or uses the Content, the Software, or the Services, or any Person on behalf of which any other Person accesses or uses the Content, the Software, or the Services, as applicable.

“User Data” means any data, information, or other material provided or submitted by you or any other User through the Software.

2.License Grant. Subject to these Terms and Conditions, and provided that you are a current member of Licensee, Marli hereby grants you a limited, non-exclusive, non-transferable, non-sublicensable, and revocable license to access and use the Content, the Software and the Services during the Term, solely for the Permitted Use in accordance with these Terms and Conditions.

3.Third-Party Content. The Content, the Software or the Services may include Third-Party Content that is owned by Persons other than Licensor and that are provided to you on licensee terms that are in addition to and/or different from those contained in these Terms and Conditions. You acknowledge and agree that Marli shall not be responsible for any Third-Party Content, including the accuracy, decency, completeness, legality, timeliness, quality, validity, or any other aspect thereof. Marli does not assume and shall not have any liability or responsibility to you or any other Person for any Third-Party Content. You hereby agree to comply with all applicable third-party licenses when accessing or using the Content, the Software or the Services. Any breach by you of any third-party license is also a breach of these Terms and Conditions.

4.Use Restrictions. Except as otherwise set forth in these Terms and Conditions, You shall not, directly or indirectly:

(i)use (including make any copies of) the Software, the Content or the Services beyond the scope of the license granted under Section 2;
(ii)provide any other Person, including any subcontractor, independent contractor, affiliate, or service provider of You, with access to or use of the Software, the Content or the Services;
(iii)modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Software, the Content or any part thereof;
(iv)combine the Software, the Content or any part thereof with, or incorporate any part thereof in, any other programs;
(v)reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Software or the Content;
(vi)remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices provided on or with the Software or the Content;
(vii)rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Software, the Content, the Services, or any features or functionality of the Software, the Content or the Services to any other Person for any reason, whether or not over a network or on a hosted basis, including in connection with the internet or any web hosting, wide area network (WAN), virtual private network (VPN), virtualization, time-sharing, service bureau, software as a service, cloud, or other technology or service;
(viii)use the Software, the Content or the Services in violation of any law, regulation, or rule; or
(ix)use the Software, the Content or the Services for purposes of competitive analysis of the Software, the Content or the Services, the development of a competing software product or service, or any other purpose that is to the Licensor’s commercial disadvantage.

5.Security Measures. The Content, the Software or the Services may contain technological copy protection or other security features designed to prevent unauthorized access to or use of the Content, the Software, or the Services, including features designed to prevent access to or use of the Content, the Software, or the Services: (i) beyond the scope of the license granted pursuant to Section 2 hereof, or (ii) prohibited pursuant to Section 4 hereof. You shall not, and shall not attempt to, remove, circumvent, disable, or otherwise create or implement any workaround to, any such copy protection or security features. You shall (i) notify Marli immediately of any unauthorized access to or use of the Content, the Software, or the Services or any other known or suspected breach of security, (ii) report to Marli immediately and use reasonable efforts to stop immediately any copying or distribution of the Content, the Software or the Services that is known or suspected by you, and (iii) not impersonate another User or provide false identity information to gain access to or use of the Content, the Software, or the Services. You are solely responsible for securing the equipment and networks through which you may access or use the Content, the Software, or the Services, including through the use of firewalls and other security tools, as appropriate.

6.Maintenance and Support. Maintenance and support services shall include provision of such bug-fixes, corrections, enhancements, improvements, modifications, patches, revisions, updates, or upgrades (collectively, “Updates”) as Marli makes generally available to all licensees of the Content, the Software, and the Services then entitled to maintenance and support services. Marli may develop and provide Updates in its sole discretion, and you agree that Marli has no obligation to develop any Updates at all or for any particular purpose. Marli further agrees that all Updates will be deemed Services, and related documentation will be deemed Content, all subject to these Terms and Conditions. You acknowledge and agree that Marli may provide some or all Updates via a website or software platform designated by Marli and that your receipt thereof will require an internet connection, which connection is your sole responsibility. Marli has no obligation to provide Updates via any other media. Maintenance and support services do not include any new version or new release of the Content, the Software, or the Services that Marli may issue as a separate or new product, and Marli may determine whether any such issuance qualifies as a new version, new release, or Update in its sole discretion. Marli may delete, modify, or revise certain features and functionalities of the Content, the Software, and the Services in its sole discretion, and you agree that Marli has no obligation to continue to enable or provide to you any particular features or functionalities of the Content, the Software, or the Services. Marli reserves the right to discontinue or suspend, temporarily or permanently, your access to or use of the Content, the Software, or the Services, with or without notice and without liability to you.

7.Collection and Use of Information.

(i)You acknowledge and agree that Marli may, directly or through the service of other Persons, collect and store information regarding access to or use of the Content, the Software or the Services and about devices or equipment on which the Software is installed or through which the Software, the Content or the Services are otherwise accessed or used, all of which such information shall be deemed User Data. Marli’s collection, use, and disclosure of personal information in connection with the Software is further described in Marli’s Privacy Policy, available at meetmarli.com, which is incorporated into these Terms and Conditions by reference.
(ii)You agree that Marli may use any User Data for any purpose related to any access to or use of the Content, the Software, or the Services by you or on your equipment, including but not limited to: (i) improving the performance of the Software or the Services or developing Updates thereto; and (ii) verifying compliance with these Terms and Conditions and enforcing Marli’s rights, including all Intellectual Property Rights, in and to the Content, the Software, or the Services or any part thereof.
(iii)If any the User Data submitted by you is requested by a governmental authority, you shall indemnify, defend and hold harmless Marli from and against all costs or expenses of any kind arising out of or related to Marlis’ compliance with such request.
(iv)You acknowledge and agree that the Software and the Services use artificial intelligence technologies, including large language models provided by third-party service providers, to process User Data and generate Outputs, and that User Data may be transmitted to and processed by such third-party service providers for such purposes. Outputs are generated by artificial intelligence, may contain errors, omissions, or inaccuracies, and do not constitute legal, financial, tax, or other professional advice. You are solely responsible for reviewing and verifying Outputs before use or publication.

8.Consent to Use of User Data and Outputs. IN ADDITION TO AND IN NO WAY LIMITING THE TERMS AND CONDITIONS OF SECTION 7, IN THE EVENT YOU UPLOAD, RETRIEVE, OR TRANSMIT USER DATA TO OR FROM THE SOFTWARE, OR ALLOW THE SOFTWARE STORE, RETRIEVE, OR TRANSMIT USER DATA, YOU AGREE THAT: (I) SUCH USER DATA (INCLUDING ANY CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY RIGHTS CONTAINED IN SUCH USER DATA) MAY BE STORED, RETRIEVED, OR TRANSMITTED TO OR FROM THE SOFTWARE; (II) SUCH USER DATA (INCLUDING ANY CONFIDENTIAL INFORMATION OR INTELLECTUAL PROPERTY RIGHTS CONTAINED IN SUCH USER DATA) AND OUTPUTS MAY BE (A) SHARED WITH THE LICENSEE THROUGH WHICH YOU RECEIVE ACCESS TO THE SOFTWARE, INCLUDING ON AN INDIVIDUAL, MEMBER-LEVEL BASIS, FOR MEMBER ENGAGEMENT, PROGRAMMING, AND SUPPORT PURPOSES, (B) AGGREGATED AND DE-IDENTIFIED AND SHARED IN SUMMARY FORM WITH ALL LICENSEES, SPONSORS, YOU, AND OTHER USERS AS PART OF THE SOFTWARE AND THE SERVICES, AND (C) TRANSMITTED TO AND PROCESSED BY THIRD-PARTY SERVICE PROVIDERS, INCLUDING ARTIFICIAL INTELLIGENCE SERVICE PROVIDERS, ON MARLI’S BEHALF; (III) YOUR LEAD DATA MAY SHARED WITH SPONSORS FOR THE PURPOSE OF SPONSORS CONTACTING YOU WITH OFFERS FOR SPONSOR PRODUCTS AND SERVICES; (IV) YOU HAVE THE RIGHT TO SHARE SUCH USER DATA WITH MARLI FOR THE USES SPECIFIED IN THESE TERMS AND CONDITIONS; (V) SUCH USER DATA COMPLIES WITH ALL APPLICABLE LAWS AND REGULATIONS; AND (VI) SUCH USER DATA IS ACCURATE AND TRUTHFUL IN ALL MATERIAL RESPECTS.

9.Standards for User Data. The following content standards apply to all User Data submitted to Marli through the Software. Without limiting other language herein regarding User Data requirements, User Data must not (i) contain any material that is abusive, defamatory, discriminatory, harassing, hateful, indecent, inflammatory, libelous, mean-spirited, obscene, offensive, unlawful, upsetting, threatening, violent, or otherwise objectionable, (ii) contain any material that is randomly-generated, or spam, or that constitutes any form of gambling, lottery, unauthorized or unsolicited advertising, or unauthorized solicitation, (iii) be submitted through the use of bots, automated scripts, robotic process automation tools, autonomous agents or any other automated, machine-driven, or non-human process, except as expressly authorized in writing by Licensor, (iv) contain or result in the installation of malware, scripts, trojan horses, viruses, worms, or other material that is designed or intended to damage, disrupt, or limit the functioning of any hardware, software, or other equipment or to obtain unauthorized access to any data or other information of any Person, (v) infringe upon any Intellectual Property Rights, proprietary rights, or other rights of any other Person, (vi) violate the legal rights (including the rights of publicity and privacy) of other Persons or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations, (vii) be likely to deceive any Person, (viii) impersonate any Person, or misrepresent your identity or affiliation with any Person, or (ix) promote any illegal activity, or advocate, assist, or promote any unlawful act. Marli may, in its sole discretion: (a) format and revise any User Data; (b) determine whether User Data complies with these Terms and Conditions and remove any User Data that does not so comply, provided that Marli is under no obligation to do so; and (c) limit or revoke access to or use of the Content, the Software, or the Services if the User Data does not, in Marli’s sole discretion, comply with these Terms and Conditions.

10.Intellectual Property Rights.

(i)Generally. Notwithstanding anything contained in these Terms and Conditions to the contrary, each of you, Marli, Licensee, and the other Users shall retain title and full ownership rights to all of its respective pre-existing Intellectual Property Rights. Except as set forth in Section 10(i), You acknowledge that the Content, the Software, and the Services are provided under license, and not sold, to you. You do not acquire any ownership interest in the Content, the Software, or the Services under these Terms and Conditions, or any other rights to the Content, the Software, or the Services, including Intellectual Property Rights, other than the right to access or use the same in accordance with the license granted under Section 2 in accordance with these Terms and Conditions. Marli reserves and shall retain its entire right, title, and interest in and to the Content, the Software, and the Services and all Intellectual Property Rights arising out of or relating to the same, except as expressly granted to you in these Terms and Conditions. You shall safeguard all Content, the Software, and the Services from infringement, misappropriation, misuse, theft, or unauthorized access. You shall promptly notify Licensor if you become aware of any infringement of the Licensor's Intellectual Property Rights in the Software, the Content or the Services, and you shall cooperate with Licensor in any legal action taken by Licensor to enforce its Intellectual Property Rights.
(ii)Outputs. Except as otherwise set forth in these Terms and Conditions, You shall own all rights, title and interest in and to the Outputs, including all Intellectual Property Rights included therein. To the extent that Intellectual Property Rights of Marli are incorporated into the Outputs, Marli hereby grants you a perpetual, irrevocable, worldwide, royalty-free license to use such rights to the Intellectual Property Rights of Marli, if any, embodied in the Outputs solely for you to fully utilize the Outputs for the Permitted Use and as otherwise contemplated by these Terms and Conditions, which license shall survive any termination of these Terms and Conditions. Notwithstanding anything contained in these Terms and Conditions to the contrary, You hereby grant Marli a limited, non-exclusive, royalty-free license to use the Outputs (including without limitation all of your Intellectual Property Rights included therein, if any) for Marli’s internal business purposes, including without limitation providing, maintaining, and improving the Software and the Services.

11.Responsibility for Access and Use of Content, the Software, and Services. You are liable and responsible for all direct or indirect access to or use of the Content, the Software, and the Services, and the upload, retrieval or transmittal of User Data, by you and by any other User to whom you may provide access to or use of the Content, the Software, or the Services or authorization to access or use the Content, the Software, or the Services on your behalf, whether such access or use is permitted by or in violation of these Terms and Conditions. Specifically, and without limiting the generality of the foregoing, you are liable and responsible for all actions and failures to take required actions with respect to the Content, the Software, the Services and the User Data by you and by any other User to whom you may provide access to or use of the Content, the Software, or the Services or authorization to access or use the Content, the Software, or the Services on your behalf, whether such access or use is permitted by or in violation of these Terms and Conditions. You agree that under no circumstances shall Marli be liable in any way for any User Data, including the accuracy, completeness, or truthfulness thereof, or damages or losses of any kind incurred as a result of your access to or use of such User Data.

12.Indemnification. You shall defend, hold harmless, and indemnify Marli, its Affiliates, and their respective agents, assigns, controlling persons, employees, licensors, managers, members, officers, parents, partners, subsidiaries, and successors, from and against all actions, claims, costs, damages, deficiencies, demands, expenses, interest, judgments, liabilities, losses, fines, or penalties of whatever kind (including reasonable attorneys’ fees) arising out of or related to: (i) your acts, conduct, or omissions; (ii) the acts, conduct, or omissions of any User to whom you may provide access to or use of the Content, the Software, or the Services or authorization to access or use the Content, the Software, or the Services on your behalf; (iii) direct or indirect access to or use of the Content, the Software, and the Services, and the upload, retrieval or transmittal of User Data, by you or any other User to whom you may provide access to or use of the Content, the Software, or the Services or authorization to access or use the Content, the Software, or the Services on your behalf; (iv) your breach of any obligation, representation, or warranty under these Terms and Conditions; and (v) your violation of any applicable laws or regulations. For purposes of these Terms and Conditions, “Affiliates” shall mean Persons that are directly or indirectly related to a specified Person by common interest, control, or ownership.

13.Term and Termination.

(i)These Terms and Conditions and the license granted hereunder shall remain in effect until terminated as set forth herein (the “Term”).
(ii)You may terminate these Terms and Conditions by ceasing to use the Software, the Services and the Content.
(iii)Licensor may terminate these Terms and Conditions, effective upon written notice to you, if you breach these Terms and Conditions and such breach: (a) is incapable of cure; or (b) being capable of cure, remains uncured for ten (10) days after Licensor provides written notice of such breach.
(iv)Notwithstanding anything contained in these Terms and Conditions to the contrary, these Terms and Conditions shall automatically terminate immediately: (a) in the event you are no longer a member in good standing of Licensee; or (b) upon the termination of the applicable Software License Agreement.
(v)Upon expiration or earlier termination of these Terms and Conditions, the license granted hereunder shall also terminate immediately, and you shall cease using the Software, the Content and the Services; provided, however, that you may retain and continue to use the Outputs.

14.Representations and Warranties. You represent and warrant to Marli that: (i) neither the execution, delivery, nor performance of these Terms and Conditions by you will conflict with or violate any agreement, instrument, law, regulation, or rule, or any decree, judgment, or order, to which you are a party or by which you may otherwise be bound; (ii) you will at all times comply with all applicable laws, regulations, and rules related to the Content, the Software, the Services, and the User Data; (iii) you shall not offer any discounts on, or free trials of, any products through the Software, Content or the Services; (iv) if another Person accesses or uses the Content, the Software, or the Services on your behalf, (a) such other Person is duly authorized by you to do so, (b) such other Person accepts these Terms and Conditions and is legally bound hereby, and (c) you and such other Person understand that the access or use of the Content, the Software, or the Services by such Person on your behalf has the same legal effect as physical signature by you and such other Person to these Terms and Conditions; (v) if you access or use the Content, the Software, or the Services on behalf of any other Person, (a) you are duly authorized by such other Person to do so, (b) such other Person accepts these Terms and Conditions and is legally bound hereby, and (c) you and such other Person understand that your accessing or using the Content, the Software, or the Services on their behalf has the same legal effect as a physical signature by you and such other Person to these Terms and Conditions.

15.Warranty Disclaimer. THE CONTENT, THE SOFTWARE, AND THE SERVICES ARE PROVIDED TO YOU “AS AVAILABLE” AND “AS IS” AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, MARLI, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS, EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, WITH RESPECT TO THE CONTENT, THE SOFTWARE, THE SERVICES, AND THE USER DATA, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. IN ADDITION TO AND IN NO WAY LIMITING THE FOREGOING, MARLI PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE LICENSED CONTENT, SOFTWARE, OR SERVICES, OR THE USER DATA, WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE OR WORK WITH ANY OTHER SOFTWARE, APPLICATIONS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, BE FREE OF ANY MALWARE, SCRIPTS, TROJAN HORSES, VIRUSES, WORMS, OR OTHER HARMFUL COMPONENTS, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS OR BE ERROR FREE, OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.

16.Limitation of Liability. TO THE FULLEST EXTENT PERMITTED UNDER APPLICABLE LAW:

(i)IN NO EVENT WILL MARLI OR ITS AFFILIATES, OR ANY OF THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY THIRD-PARTY FOR: ANY USE, INTERRUPTION, DELAY, INABILITY TO USE, OR LOSS OF THE CONTENT, THE SOFTWARE, THE SERVICES, OR THE USER DATA; ANY DATA OR SECURITY BREACH IN WHICH THE CONTENT, THE SOFTWARE, THE SERVICES, OR THE USER DATA IS OR MAY BE EXPOSED TO UNAUTHORIZED ACCESS OR USE; ANY LOSS RESULTING FROM SOFTWARE OR SERVICE FAILURE, INCOMPATIBILITY, MALFUNCTION, OR SHUTDOWN; ANY LOST BUSINESS, GOODWILL, PROFIT, OR REVENUES; ANY STORAGE, RETRIEVAL, CORRUPTION OR TRANSMITTAL OF USER DATA; ANY PERSONAL INJURY; FAILURE TO UPDATE OR PROVIDE CORRECT INFORMATION; OR FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES, WHETHER ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS, BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE AND WHETHER OR NOT THE LICENSOR WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.
(ii)IN NO EVENT WILL MARLI’S AND ITS AFFILIATES’, INCLUDING THEIR RESPECTIVE LICENSORS’ AND SERVICE PROVIDERS’, COLLECTIVE AGGREGATE LIABILITY UNDER OR IN CONNECTION WITH THESE TERMS AND CONDITIONS OR ITS SUBJECT MATTER, UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EXCEED THE GREATER OF (i) ONE HUNDRED DOLLARS ($100.00) OR (ii) THE TOTAL AMOUNT PAID TO MARLI BY YOU, IF ANY, PURSUANT TO THESE TERMS AND CONDITIONS FOR UP TO TWELVE (12) MONTHS OF THE SPECIFIC SERVICES THAT ARE THE SUBJECT OF THE CLAIM.
(iii)THE LIMITATIONS SET FORTH IN SECTION 16(A) AND SECTION 16(B) SHALL APPLY EVEN IF YOUR REMEDIES UNDER THESE TERMS AND CONDITIONS FAIL OF THEIR ESSENTIAL PURPOSE.

17.Export Regulation. The Content, the Software, and the Services may be subject to United States export control laws, including the United States Export Administration Act and the regulations implemented in connection therewith. You shall not, directly or indirectly, export, re-export, or release the Content, the Software, or the Services to, or make the Content, the Software, or the Services accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other governmental approval), prior to exporting, re-exporting, releasing, or otherwise making release the Content, the Software, or the Services available outside the United States. You represent and warrant that you: (i) are not located in any country that is subject to an embargo by the United States government, or that has been designated by the United States government as a “terrorist supporting” country; and (ii) are not listed on any United States government list of prohibited or restricted parties.

18.Waiver of Jury Trial. EACH OF LICENSOR AND YOU ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THESE TERMS AND CONDITIONS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THESE TERMS AND CONDITIONS OR THE SERVICES CONTEMPLATED HEREBY.

19.Miscellaneous.

(i)Governing Law. These Terms and Conditions are governed by and construed in accordance with the internal laws of the State of North Carolina without giving effect to any choice or conflict of law provision or rule that would require or permit the application of the laws of any jurisdiction other than those of the State of North Carolina. Any legal suit, action, or proceeding arising out of or related to these Terms and Conditions or the license granted hereunder will be instituted in the federal and state courts of the State of North Carolina, in each case located in Guilford County, and each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding.
(ii)Force Majeure. Marli shall not be liable or responsible, or deemed in default or breach hereunder, by reason of any failure or delay in the performance of its obligations hereunder where such failure or delay is due to acts of God, the actions or omissions of any third-party, civil disturbances, embargo, epidemic, fire, flood, hostilities, invasion, labor disputes, laws, regulations, orders or other acts of any governmental authority, natural disaster, pandemic, rebellion, riot, sabotage, strikes, terrorism, war, or any other circumstances or causes beyond Marli’s reasonable control.
(iii)Notice. Any notice required or permitted of you under these Terms and Conditions must be in writing and signed by you. Notice by you is deemed given to Marli, as follows: (a) if the notice is hand-delivered to Marli, then on the date of delivery; (b) if the notice is sent by United States registered or certified mail, return receipt requested, with proper postage prepaid, addressed to Marli’s Address, then on the date of Marli’s receipt as indicated on the return receipt; and (c) if the notice is sent by a national courier service (such as FedEx) addressed to Marli’s Address, then on the date of receipt as confirmed by such national courier service. The term “Marli’s Address” means 232 S Elm St, Fl 3, Greensboro, North Carolina 27401, or such other address set forth in any change of address given by Marli to you. Any notice required or permitted of Marli under these Terms and Conditions must be in writing and electronically delivered to you by Marli. Notice by Marli is deemed given to you, if addressed to the last email address you provided to Marli, on the date of delivery. Where Marli requires that you provide an email address, you are responsible for providing Marli with your most current email address. In the event that the last email address you provided to Marli is not valid, or for any reason is not capable of receiving from Marli any notice required or permitted of Marli under these Terms and Conditions, Marli’s delivery of notice to such email address will nonetheless constitute effective notice hereunder.
(iv)Entire Agreement. These Terms and Conditions constitute the sole and entire agreement of the parties with respect to the subject matter of these Terms and Conditions and supersedes all prior and contemporaneous understandings, agreements, and representations and warranties, both written and oral, with respect to such subject matter.
(v)Assignment. You shall not assign or otherwise transfer any of your rights, or delegate or otherwise transfer any of your obligations or performance, under these Terms and Conditions, whether voluntarily, involuntarily, by operation of law, or otherwise, without Marli’s prior written consent, which such consent Marli may give or withhold in its sole discretion. No delegation or other transfer will relieve you of any of your obligations or performance under these Terms and Conditions. Any purported assignment, delegation, or transfer in violation of this Section 19(v) is void. Marli may freely assign or otherwise transfer all or any of its rights, or delegate or otherwise transfer all or any of its obligations or performance, under these Terms and Conditions without your consent. These Terms and Conditions are binding upon and inure to the benefit of the parties hereto and their respective permitted successors and assigns.
(vi)No Third-Party Beneficiaries. These Terms and Conditions are for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of these Terms and Conditions.
(vii)Amendment; Waiver. Marli may amend or modify these Terms and Conditions from time to time by providing notice to you, including by email or by posting the updated Terms and Conditions within the Software. Your continued access to or use of the Content, the Software, or the Services following such notice constitutes your acceptance of the amended Terms and Conditions. No waiver by any party of any of the provisions hereof will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in these Terms and Conditions, (a) no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from these Terms and Conditions will operate or be construed as a waiver thereof, and (b) no single or partial exercise of any right, remedy, power, or privilege hereunder will preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege.
(viii)Relationship of the Parties. These Terms and Conditions do not create or evidence a partnership, joint venture, or any other fiduciary relationship between you and Marli. The parties are independent and each has sole authority and control of the manner of, and is responsible for, its performance of these Terms and Conditions. Neither party may create or incur any liability or obligation for, or on behalf of, the other party, except as described in these Terms and Conditions.
(ix)Severability. If any provision of these Terms and Conditions is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of these Terms and Conditions or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify these Terms and Conditions so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.
(x)Interpretive Guidance. For purposes of these Terms and Conditions, (a) the words “include,” “includes,” and “including” shall be deemed to be followed by the words “without limitation”; (b) the word “or” is not exclusive; (c) the words “herein,” “hereof,” “hereby,” “hereto,” and “hereunder” refer to these Terms and Conditions as a whole; (d) the words “party” and “parties” shall be deemed to include you and Marli; and (e) any terms defined herein shall have the same meaning regardless of whether they appear in singular or in plural. Unless the context otherwise requires, references herein: (1) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof and (2) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. These Terms and Conditions shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted.
(xi)Headings. The headings in these Terms and Conditions are for reference only and do not affect the interpretation of these Terms and Conditions.
(xii)Survival. All provisions of these Terms and Conditions consisting of or relating to confidentiality, indemnification, limitations of liability, ownership rights, the defined terms, and all other provisions hereof that by their express terms or sense and context are intended to survive the termination of these Terms and Conditions, including without limitation Section 1 (Definitions), Section 7 (Collection and Use of Information), Section 8 (Consent to Use of User Data), Section 10 (Intellectual Property Rights, Section 11 (Responsibility for Access and Use of Content, Software, and Services), Section 12 (Indemnification), Section 13 (Term and Termination), Section 14 (Representations and Warranties), Section 15 (Warranty Disclaimer), Section 16 (Limitation of Liability), Section 18 (Waiver of Jury Trial), and Section 19 (Miscellaneous), and shall each survive such termination for any reason in accordance with the express terms hereof and shall remain fully enforceable against you, your successors, and your permitted assigns. Termination of these Terms and Conditions will not limit any of Marli’s rights or remedies at law or in equity in case of breach by you of any of your obligations hereunder.

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