Term of Service
Effective July 24, 2017
1. Your Agreement with Missions
1.1 Your use of the Missions service is governed by this agreement (the "Terms"). "Missions" means Missions, a division of Robots and Pencils LP, located at 360 Perry St., Castle Rock CO, 80104, United States, and its subsidiaries or affiliates involved in providing the Missions Service. The "Missions Services" means the services Missions makes available through this website, including this website, the Missions cloud computing platform, the Missions API, the Missions Add-ons, and any other software or services offered by Missions in connection to any of those.
1.2 In order to use the Missions Services, you must first agree to the Terms. You can agree to the Terms by actually using the Missions Services. You understand and agree that Missions will treat your use of the Missions Services as acceptance of the Terms from that point onwards.
1.3 If you are accepting these Terms on behalf of a company or other legal entity, you represent that you have the authority to bind such entity to these Terms. In that case, the terms "you" or “your” shall also refer to such entity. If you do not have such authority, or if you do not agree with these Terms, you may not use the Missions Services. You acknowledge that these Terms represent a contract between you and Missions, even though it is electronic and is not physically signed by you and Missions, and it governs your use of the Missions Services.
1.4 You may not use the Missions Services if you are a person barred from receiving the Missions Services under the laws of the United States or other countries, including the country in which you are resident or from which you use the Missions Services. You affirm that you are over the age of 13, as the Missions Services are not intended for children under 13.
1.5 You agree your purchases of Missions Services are not contingent on the delivery of any future functionality or features or dependent on any oral or written public comments made by Missions or any of its affiliates regarding future functionality or features.
2. Your Account and Use of the Missions Services
2.1 You must provide accurate and complete registration information any time you register to use the Missions Services. You are responsible for the security of your passwords and for any use of your account. If you become aware of any unauthorized use of your password or of your account, you agree to notify Missions immediately.
2.2 Your use of the Missions Services must comply with all applicable laws, regulations and ordinances, including any laws regarding the export of data or software. You may not use the Missions Services to violate the rights of any person, including but not limited to intellectual property rights, rights of privacy, or rights of personality, or in any manner inconsistent with these Terms or Missions’s other agreements to which you are subject.
2.3 You agree not to (a) access (or attempt to access) the administrative interface of the Missions Services by any means other than through the interface that is provided by Missions in connection with the Missions Services, unless you have been specifically allowed to do so in a separate agreement with Missions, or (b) engage in any activity that interferes with or disrupts the Missions Services (or the servers and networks which are connected to the Service).
2.4 Your account has "hard" and “soft” usage limits. The Missions Services does not permit you to exceed the hard usage limits. Missions reserves the right to enforce soft usage limits in its sole discretion, which may result in Missions serving a “quota exceeded” message to you or users to whom you service via the Missions Services (“End Users”). Repeated exceeding of the hard or soft usage limits may lead to termination of your account, provided, that we shall give you a thirty (30) day prior written notice to cure such exceeding usage.
2.5 You may not access the Missions Services for the purpose of bringing an intellectual property infringement claim against Missions or for the purpose of creating a product or service competitive with the Missions Services.
3. Service Policies and Privacy
3.2 You agree that you will protect the privacy and legal rights of the End Users of your application. You must provide legally adequate privacy notice and protection for End Users. If End Users provide you with user names, passwords, or other login information or personal information, you must make the users aware that the information will be available to your application and to Missions.
4. Fees for Use of the Missions Services
4.1 Subject to the Terms, the Missions Services is provided to you without charge up to certain limits. Usage over this limit requires your purchase of additional resources or services.
4.2 For all purchased resources and services, we will charge your credit card on a monthly basis or at the interval indicated in Missions fees and payment policies, if different. Late payments may bear interest at the rate of 1.5% per month (or the highest rate permitted by law, if less). Charges are exclusive of taxes. You are responsible for paying all taxes and government charges, and all reasonable expenses and attorneys fees Missions incurs collecting late amounts. To the fullest extent permitted by law, you waive all claims relating to charges unless claimed within 60 days after the charge (this does not affect your credit card issuer rights). Charges are solely based on Missions's measurements of your use of the Missions Services, unless otherwise agreed to in writing. To the fullest extent permitted by law, refunds (if any) are at the discretion of Missions and only in the form of credit for the Missions Services. Nothing in these Terms obligates Missions to extend credit to any party. You acknowledge and agree that any credit card and related billing and payment information that you provide to Missions may be shared by Missions with companies who work on Missions's behalf, such as payment processors and/or credit agencies, solely for the purposes of checking credit, effecting payment to Missions and servicing your account. Upon providing You a written notice and an ample opportunity to object through the court proceeding or other legitimate venue, Missions may also provide information in response to valid legal process, such as subpoenas, search warrants and court orders, or to establish or exercise its legal rights or defend against legal claims. Missions shall not be liable for any use or disclosure of such information by such third parties. Missions reserves the right to discontinue the provision of the Missions Services to you for any late payments.
4.3 Missions may change its fees and payment policies for the Missions Services by notifying you at least fifteen (15) days before the beginning of the billing cycle in which such change will take effect. Changes to the fees or payment policies will be posted on the website (or such other URL Missions may provide from time to time). Any outstanding balance becomes immediately due and payable upon termination of the Terms for any reason.
4.4 You may not develop multiple Applications to simulate or act as a single Application or otherwise access the Missions Services in a manner intended to avoid incurring fees.
5. Content on the Missions Services and Take Down Obligations
5.1 You understand that all information (such as data files, written text, computer software, music, audio files or other sounds, photographs, videos or other images) to which you may have access as part of, or through your use of, the Missions Services are the sole responsibility of the person from which such content originated. All such information is referred to below as the "Content." The term Content shall specifically exclude the web application that you create using the Missions Services and any source code written by you to be used with the Missions Services (collectively, "Applications"). "Data" means any data and content you upload, post, transmit or otherwise made available via the Services (which may include data you elect to import from Non-Missions Products you use), and includes Applications.
5.2 Missions reserves the right (but shall have no obligation) to remove any or all Content from the Missions Services. You agree to immediately take down any Content that violates these Terms, including pursuant to a take down request from Missions. In the event that you elect not to comply with a request from Missions to take down certain Content, Missions reserves the right to directly take down such Content or to disable Applications.
5.3 In the event that you become aware of any violation of these Terms by an End User of Applications, you shall immediately terminate such end user's account on your Application. Missions reserves the right to disable Applications in response to a violation or suspected violation of these Terms.
5.4 You agree that you are solely responsible for (and that Missions has no responsibility to you or to any third party for) the Application or any Content that you create, transmit or display while using the Missions Services and for the consequences of your actions (including any loss or damage which Missions may suffer) by doing so.
5.5 You agree that Missions has no responsibility or liability for the deletion or failure to store any Content and other communications maintained or transmitted through use of the Service. You further acknowledge that you are solely responsible for securing and backing up your Applications and any Content.
6. Proprietary Rights
6.1 You acknowledge and agree that Missions (or Missions's licensors) own all legal right, title and interest in and to the Missions Services, including any intellectual property rights which subsist in the Missions Services (whether those rights happen to be registered or not, and wherever in the world those rights may exist).
6.2 Except as provided in Section 8, Missions acknowledges and agrees that it obtains no right, title or interest from you (or your licensors) under these Terms in or to any Content or Applications that you create, submit, post, transmit or display on, or through, the Missions Services, including any intellectual property rights which subsist in that Content and the Application (whether those rights happen to be registered or not, and wherever in the world those rights may exist). Unless you have agreed otherwise in writing with Missions, you agree that you are responsible for protecting and enforcing those rights and that Missions has no obligation to do so on your behalf.
7. License from Missions and Restrictions
7.1 Missions gives you and your users a personal, worldwide, royalty-free, non-assignable and non-exclusive license to use the software provided to you by Missions as part of the Missions Services as provided to you by Missions. This license is for the sole purpose of enabling you to use and enjoy the benefit of the Missions Services as provided by Missions, in the manner permitted by the Terms.
7.2 You may not (and you may not permit anyone else to): (a) copy, modify, create a derivative work of, reverse engineer, decompile or otherwise attempt to extract the source code of the Missions Services or any part thereof, unless this is expressly permitted or required by law, or unless you have been specifically told that you may do so by Missions, in writing (e.g., through an open source software license); or (b) attempt to disable or circumvent any security mechanisms used by the Missions Services or any applications running on the Missions Services.
7.3 Open source software licenses for components of the Missions Services released under an open source license constitute separate written agreements. To the limited extent that the open source software licenses expressly supersede these Terms, the open source licenses govern your agreement with Missions for the use of the components of the Missions Services released under an open source license.
7.4 Missions hereby grants you a limited, non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to display the Missions trademarks and/or logos for the sole purpose of promoting or advertising that you use the Missions Services and solely in accordance with Missions’s then current Trademark Usage Guidelines. You agree that all goodwill generated through your use of the Missions Marks shall inure to the benefit of Missions.
8. License from You
8.1 Missions claims no ownership or control over any Content or Application. You retain copyright and any other rights you already hold in the Content and/or Application, and you are responsible for protecting those rights, as appropriate. By submitting, posting or displaying the Content on or through the Missions Services you give Missions a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform, publicly display and distribute such Content for the sole purpose of enabling Missions to provide you with the Missions Services. Furthermore, by creating an Application through use of the Missions Services, you give Missions a worldwide, royalty-free, and non-exclusive license to reproduce, adapt, modify, translate, publish, publicly perform as requested by You, publicly display and distribute as requested by You, such Application for the sole purpose of enabling Missions to provide you with the Missions Services.
8.2 By adding a collaborator to your Application, you hereby grant to that user a non-exclusive, royalty-free, non-transferable license, with no right to sub-license, to use, display, perform, reproduce, modify, publish, distribute, list information regarding, edit, translate and analyze such Application(s) and Content as permitted by the relevant Missions Services functionality or features for the sole purpose of collaborating on development of the Application(s).
8.3 You may choose to or we may invite you to submit comments or ideas about the Missions Services, including without limitation about how to improve the Missions Services or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Missions under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, and/or to disclose the Idea on a non-confidential basis or otherwise to anyone.
8.4 You agree that Missions, in its sole discretion, may use your trade names, trademarks, service marks, logos, domain names and other distinctive brand features in presentations, marketing materials, customer lists, financial reports and Web site listings (including links to your website) for the purpose of advertising or publicizing your use of the Missions Services.
9.1 Missions may make available through the Missions Services additional features, functionality, and services offered by its third-party partners ("Add-ons"). Once Add-on Provider subjects itself to these Terms, your use of Add-ons is subject to these Terms as well. You are responsible for paying appropriate fees for Add-ons. You acknowledge for each Add-on you subscribe to or purchase through the Missions Services, these Terms constitute a binding agreement between you and the third party licensor of that Add-on (“the Add-on Provider”) at the time when both you and the Add-on Provider consent to these Terms. The Add-on Provider of each Add-on is solely responsible for that Add-on, the content therein, and any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge that you are purchasing the license to each Add-on from the Add-on Provider of that Add-on; Missions is acting as agent for the Add-on Provider in providing each such Add-on to you; Missions is not a party to the license between you and the Add-on Provider with respect to that Add-on; and Missions is not responsible for that Add-on, the content therein, or any claims that you or any other party may have relating to that Add-on or your use of that Add-on. You acknowledge and agree that Missions, and Missions’s subsidiaries, are third party beneficiaries of the agreement between you and the Add-on Provider for each Add-on, and that Missions will have the right (and will be deemed to have accepted the right) to enforce such license against you as a third party beneficiary thereof.
9.2 By subscribing to or purchasing an Add-on, you grant Missions permission to share your Application, Content, and user information with the Add-on Provider as necessary in order to provide you the Add-on.
9.3 You will abide by the terms of license between you and Add-on Provider.
10.1 Missions may, and you grant us permission to, make recommendations via the Missions Services for products or services we think may be of interest to you based on your Application(s), Content, and/or use of the Missions Services. We will never make recommendations directly to your End Users.
11. Modification and Termination of the Missions Services
11.1 Missions is constantly innovating in order to provide the best possible experience for its users. You acknowledge and agree that the form and nature of the Missions Services which Missions provides may change from time to time without prior notice to you, subject to the terms in Section 4.3. Changes to the form and nature of the Missions Services will be effective with respect to all versions of the Missions Services; examples of changes to the form and nature of the Missions Services include without limitation changes to fee and payment policies, security patches, added functionality, and other enhancements.
11.2 You may terminate these Terms at any time by canceling your account on the Missions Services. You will not receive any refunds if you cancel your account.
11.3 You agree that Missions, in its sole discretion and for any or no reason, may terminate your account or any part thereof. You agree that any termination of your access to the Missions Services may be without prior notice, and you agree that Missions will not be liable to you or any third party for such termination.
11.4 You are solely responsible for exporting your Content and Application(s) from the Missions Services prior to termination of your account for any reason, provided that if we terminate your account, we will provide you a reasonable opportunity to retrieve your Content and Application(s).
11.5 Upon any termination of the Missions Services or your account these Terms will also terminate, but Sections 6.1, 11, 12, 13, 14, and 18 shall continue to be effective after these Terms are terminated.
12. **Representations and Warranties.**
You represent and warrant to Missions that (i) you have full power and authority to enter into this Agreement; (ii) you own all your Data or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow Missions to perform its obligations) in connection with the Services without obtaining any further releases or consents; (iii) you will only use this Service to build Applications; and (iv) your Data and your other activities in connection with the Service, and your Data does not contain any matter that is defamatory, obscene, unlawful, threatening, abusive, tortious, offensive or harassing.
You also agree not to:
upload, post, transmit, or otherwise make available any of Your Data that is unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, hateful, or racially, ethnically, or otherwise objectionable;
use the Service to harm minors in any way;
impersonate any person or entity, including, but not limited to, a Missions employee, Administrator, Owner, or other user, or falsely state or otherwise misrepresent your affiliation with a person or entity;
manipulate identifiers in order to disguise the origin of any of your Data;
upload, post, transmit, or otherwise make available any of your Data that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);
upload, post, transmit or otherwise make available any of your Data in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
sublicense, resell, rent, lease, transfer or assign the Service or its use, or offer the Service on a time share basis to any third party;
use the Service to upload, post, transmit, or otherwise make available any unsolicited or unauthorized advertising, promotional materials, "junk mail," "spam," "chain letters," "pyramid schemes," or any other form of solicitation;
use the Service to upload, post, transmit, or otherwise make available any software viruses or any similar code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;
disrupt the normal flow of dialogue, or otherwise act in a manner that negatively affects other users' ability to engage in real time exchanges using the Service;
interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service, including using any device or software;
modify, adapt, or hack the Service, including by using any non-public Missions APIs, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.
intentionally or unintentionally violate any applicable local, state, national or international law in connection with your use of the Service, including, but not limited to, any data, privacy, or export control laws, or regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;
use the Service to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;
use the Service to "stalk" or otherwise harass another; and/or
collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.
You acknowledge that Missions and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any of your Data that is available via the Service. Upon giving you written notice and a reasonable opportunity to cure, Missions and its designees shall have the right (but not the obligation) to remove any of your Data that violates these Terms or is otherwise objectionable. You must evaluate, and bear all risks associated with, the use of your Data, including any reliance on the accuracy, completeness, or usefulness of your Data.
You acknowledge, consent and agree that, upon giving you a written notice and an ample opportunity to object to such access, preservation and disclosure in the court of law or an appropriate agency, Missions may access, preserve and disclose your account information and your Data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce these Terms; (iii) respond to claims that any of your Data violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Missions, its users and the public.
13 EXCLUSION OF WARRANTIES
13.1 NOTHING IN THESE TERMS, INCLUDING SECTIONS 13 AND 14, SHALL EXCLUDE OR LIMIT MISSIONS’S WARRANTY OR LIABILITY FOR LOSSES WHICH MAY NOT BE LAWFULLY EXCLUDED OR LIMITED BY APPLICABLE LAW.
13.2 YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE MISSIONS SERVICE IS AT YOUR SOLE RISK AND THAT THE MISSIONS SERVICES ARE PROVIDED "AS IS" AND "AS AVAILABLE."
13.3 EXCEPT AS SET FORTHIN THESE TERMS, MISSIONS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS MAKE NO OTHER EXPRESS WARRANTIES AND DISCLAIM ALL IMPLIED WARRANTIES REGARDING THE MISSIONS SERVICES, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MISSIONS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS DO NOT REPRESENT OR WARRANT TO YOU THAT: (A) YOUR USE OF THE MISSIONS SERVICES WILL MEET YOUR REQUIREMENTS, (B) YOUR USE OF THE MISSIONS SERVICES WILL BE UNINTERRUPTED, TIMELY OR FREE FROM ERROR, AND (C) USAGE DATA PROVIDED THROUGH THE MISSIONS SERVICES WILL BE ACCURATE.
14. LIMITATION OF LIABILITY
14.1 EXCEPT FOR INSTANCES OF WILLFUL MISCONDUCT, GROSS NEGLIGENCE AND VIOLATIONS OF COVENANT OF CONFIDENTIALITY, SUBJECT TO SECTION 12.1 ABOVE, YOU EXPRESSLY UNDERSTAND AND AGREE THAT MISSIONS, ITS SUBSIDIARIES AND AFFILIATES, AND ITS LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL CONSEQUENTIAL OR EXEMPLARY DAMAGES WHICH MAY BE INCURRED BY YOU, HOWEVER CAUSED AND UNDER ANY THEORY OF LIABILITY. THIS SHALL INCLUDE, BUT NOT BE LIMITED TO, ANY LOSS OF PROFIT (WHETHER INCURRED DIRECTLY OR INDIRECTLY), ANY LOSS OF GOODWILL OR BUSINESS REPUTATION, ANY LOSS OF DATA SUFFERED, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR OTHER INTANGIBLE LOSS.
14.2 THE LIMITATIONS ON MISSIONS'S LIABILITY TO YOU IN PARAGRAPH 14.1 ABOVE SHALL APPLY WHETHER OR NOT MISSIONS HAS BEEN ADVISED OF OR SHOULD HAVE BEEN AWARE OF THE POSSIBILITY OF ANY SUCH LOSSES ARISING.
15.1 Each Party agrees to hold harmless and indemnify the other Party, and its subsidiaries, affiliates, officers, agents, employees, advertisers, licensors, suppliers or partners (collectively " Partners") from and against any third party claim arising from or in any way related to (a) material breach of the Terms by another Party, (b) inappropriate use of the Missions Services, (c) violation of applicable laws, rules or regulations in connection with the Missions Services, or (d) Content,Application, or Mission Services, including any liability or expense arising from all claims, losses, damages (actual and consequential), suits, judgments, litigation costs and attorneys' fees, of every kind and nature. In such a case, a Party shall provide to another Party a written notice of such claim, suit or action.
16. Copyright Policy
16.1 It is Missions's policy to respond to DMCA notices or other applicable copyright laws and to terminate the accounts of repeat infringers. We reserve the right to take down content in your Application upon receipt of a valid DMCA notice.
17. Other Content
17.1 The Missions Services may include hyperlinks to other web sites or content or resources or email content. Missions may have no control over any web sites or resources which are provided by companies or persons other than Missions.
17.2 You acknowledge and agree that Missions is not responsible for the availability of any such external sites or resources, and does not endorse any advertising, products or other materials on or available from such web sites or resources.
17.3 You acknowledge and agree that Missions is not liable for any loss or damage which may be incurred by you or your End Users as a result of the availability of those external sites or resources, or as a result of any reliance placed by you on the completeness, accuracy or existence of any advertising, products or other materials on, or available from, such web sites or resources.
18. Changes to the Terms
18.1 Missions may make changes to the Terms from time to time. If we change the Terms in any substantive way, we will give you at least seven (7) days notice before the changes take effect, during which period of time you may reject the changes by terminating your account.
18.2 You understand and agree that if you use the Missions Services after the date on which the Terms have changed, Missions will treat your use as acceptance of the updated Terms.
19. General Legal Terms
19.1 The Terms constitute the whole legal agreement between you and Missions and govern your use of the Missions Services (but excluding any services which Missions may provide to you under a separate written agreement), and completely replace any prior agreements between you and Missions in relation to the Missions Services.
19.2 There are no third party beneficiaries to these Terms. The parties are independent contractors, and nothing in these Terms creates an agency, partnership or joint venture.
19.3 If Missions provides you with a translation of the English language version of these Terms, the English language version of these Terms will control if there is any conflict.
19.4 You agree that Missions may provide you with notices, including those regarding changes to the Terms, by email, regular mail, or postings on the Missions Services. By providing Missions your email address, you consent to our using the email address to send you any notices required by law in lieu of communication by postal mail.
19.5 You agree that if Missions does not exercise or enforce any legal right or remedy which is contained in the Terms (or which Missions has the benefit of under any applicable law), this will not be taken to be a formal waiver of Missions's rights and that those rights or remedies will still be available to Missions.
19.6 Missions shall not be liable for failing or delaying performance of its obligations resulting from any condition beyond its reasonable control, including but not limited to, governmental action, acts of terrorism, earthquake, fire, flood or other acts of God, labor conditions, power failures, and Internet disturbances.
19.7 The Terms, and your relationship with Missions under the Terms, shall be governed by the laws of the Delaware without regard to its conflict of laws provisions. You and Missions agree to submit to the exclusive jurisdiction of the courts located within the state of Delaware to resolve any legal matter arising from the Terms.
19.8 Neither Party may assign any of its rights or obligations under these Terms, whether by operation of law or otherwise, without the prior written consent of the other party (not to be unreasonably withheld). Notwithstanding the foregoing, either Party may assign the entirety of its rights and obligations under these Terms, without consent of the other Party, to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets not involving a direct competitor of the other Party. A Party’s sole remedy for any purported assignment by the other Party in breach of this paragraph shall be, at the non-assigning Party’s election, termination of your use of these Terms and Missions Services upon written notice to the assigning Party.