TERMS OF SERVICE

Updated and effective as of June 26, 2020

1.OVERVIEW

Miso Technologies, Inc. and its affiliates and subsidiaries, and their respective directors, officers, and employees, (collectively, “Miso,” the “Company,” “we,” “us” or “our”) operate the website located at askmiso.com and other related websites (collectively, the “Site”).

Please read these Terms of Service carefully before accessing, viewing or using our Site. By accessing, viewing or using the Site or any part of it, including by signing up or registering for an account or by using or accessing any of the Services (as defined below), you (as our Customer or as a User of the Services) agree to be bound by these Terms of Service and to all other terms, conditions, policies and notices that appear on the Site, including those additional terms and conditions and policies referenced herein and/or available by hyperlink, and including any subscription fees or pricing terms contained on the Site at or about the point of sale, or that otherwise pertain to the terms and conditions of your contract with us (collectively, these “Terms of Service” or “Terms”).

These Terms of Service are a legal contract between the Company and you. If you do not wish to be bound by these Terms of Service or if you do not agree with all of the terms and conditions in these Terms of Service, you may not use the Site or the Services. Your use of the Site and/or Services constitutes your full acceptance of these Terms. These Terms of Service apply to all users of the Site. You affirm that you are over the age of 13, as the Services are not intended for children under 13. If you are under 13 years of age, then please do not use the Services.

Any new features, offerings, information, tools, software or services that are added to the Site shall also be subject to these Terms of Service. You can review the most current version of these Terms of Service at any time on this page (at askmiso.com/terms).

We reserve the right to update, change, or replace any part of these Terms of Service by posting updates and/or changes to our Site. It is your responsibility to check this page periodically for updates or changes. Your continued use of or access to the Site following the posting of any updates or changes constitutes acceptance of those updates or changes.

Privacy Policy

Miso respects the privacy of its users. Please refer to the Company’s Privacy Policy (available at askmiso.com/privacy) which explains our data collection and retention policies. When you access the Site or use the Services, you signify your agreement to this Privacy Policy, which is incorporated herein by reference.

2.DEFINITIONS 

There are two groups of people involved in the use of Miso Services:

Customer” as the individual or organization who has purchased the Miso Services and integrated them into their products and services.

Users” individuals who engage with the Services. Other key definitions are:

Behavioral Signals” means the data autonomously generated through the Service’s analysis of the User engagement with the Services.

Content” means any software, technology, designs, materials, information, communications, opinions, records, messages, comments, text, graphics, links, electronic art, animations, illustrations, artwork, audio clips, videos, photos, images, reviews, ideas, applications, site functionality, widgets, buttons, labels, suggestions, proposals, blog posts, offers, plans, advertisements, promotions, articles and other data (including data that is or may be deemed Personal Information) or copyrightable or non-copyrightable materials or content, including the selection, arrangements, functionality, processes and user experiences in respect thereof.

Customer Content” means any Content provided or made available to any User by the Customer through the Services.

Customer Site” shall mean the location at which a User may engage with the Customer Content using the Services, such as the Customer’s website or other online location.

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, know-how, database protection or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.

Miso Intellectual Property” means the Site, the Services, and any and all other information, data, documents, materials, works and other content, devices, methods, processes, hardware, software, know- how and other technologies and inventions, technical or functional descriptions, requirements, plans or reports, that are provided or used by Miso in connection with the Services or the Site or that otherwise comprise or relate to the Services or the Site.

Miso Systems” means the information technology infrastructure used by or on behalf of the Company in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems) and networks, whether operated directly by the Company or through the use of third party services.

Performance Data” means the data relating to the performance of the Services, including performance logs, on an anonymized basis.

Personal Information” means any information that, individually or in combination, does or can identify a specific individual or by or from which a specific individual may be identified, contacted or located. Personal Information includes all “nonpublic personal information” as defined under the Gramm-Leach- Bliley Act, “protected health information” as defined under the Health and Insurance Portability and Accountability Act of 1996, “Personal Data” as defined in the EU Data Protection Directive (Directive 95/46/EEC), “Personal Information” as defined under the Children’s Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing.

Process” means to take any action or perform any operation or set of operations that the Services are capable of taking or performing on any data, information or other content, including to collect, receive,input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross- reference, manage, maintain, copy, adapt, alter, translate or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose or otherwise provide or make available, or block, erase or destroy. “Processing” and “Processed” have correlative meanings. 

Services”means the proprietary system, Site, mobile applications, products, offerings, features, information, tools, software, and services provided by the Company, including, without limitation: access to the Company’s cloud-hosted software-as-a-service platform for knowledge search and analytics.

Third Party Applications” shall mean any software applications not developed by Miso that provides a service to the Customer through the Customer’s use of the Services through its integration with the Services.

3.DISCLAIMERS REGARDING THE SERVICES 

We are not responsible for disputes, claims, losses, injuries, or damage of any kind that might arise out of or relate to any conduct of Customer or any User(s), including, but not limited to, any disputes, claims, losses, injuries or damage relating to any Content on the Site, on a Customer Site, or in the Services or any User’s reliance upon any information provided by Customer or any other User.

Miso makes no representations, warranties or guarantees whatsoever, express or implied, regarding the quality, workmanship, suitability, appropriateness, relevance, value, authorship, accessibility, usability or completeness of any Content found on any Customer Site or through the use of the Services. We do not warrant that the quality of any Services, information, Content on any Customer Site or the Site, or other material obtained by you will meet your expectations or be error-free, or that any errors in the Services or any Content on any Customer Site or the Site will be corrected.

EXCEPT WHERE PROHIBITED BY LAW, THE SERVICES PROVIDED BY MISO ARE PROVIDED "AS IS." MISO SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON- INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, MISO MAKES NO WARRANTY OF ANY KIND THAT THE SERVICES, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S, USER’S, OR OTHER PERSONS' REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEMS, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE OR ERROR FREE. ALL OPEN SOURCE COMPONENTS AND OTHER THIRD-PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER OR USER AND THE THIRD-PARTY OWNER OR DISTRIBUTOR OF SUCH OPEN SOURCE COMPONENTS AND THIRD-PARTY MATERIALS.

4.USER ACCOUNTS

In order to access the Services offered on and through the Site or a Customer Site, you may be required to register either with the Site or with a Customer Site for an account and receive a password. Once you have created your account and provided a user-name and password, you are responsible for maintaining the confidentiality of your password, and you are responsible for all activities that occur using your password to access the Site, any Customer Site and the Services. You agree not to share your password, let others access or use your password or do anything else that might jeopardize the security of your password. You agree to notify the Company or the applicable Customer if your password on the Site or a Customer Site is lost, stolen, if you are aware of any unauthorized use of your password on the Site or a Customer Site, or if you know of any other breach of security in relation to the Site or a Customer Site. You are solely responsible for any and all uses of your account and all activities that occur under or in connection with it. You hereby warrant that all information you provide at the time of account creation or at any time thereafter is true, accurate, and complete to the best of your knowledge, and that you are legally authorized to share it with us. 

5.GENERAL USE OF THE SERVICES – PERMISSIONS AND RESTRICTIONS

Miso hereby grants you permission to access, view and use the Site and the Services in accordance with these Terms of Service, provided that you agree that you will not, under any circumstances:

  1. distribute in any medium, publicly display, publicly perform, communicate to the public, or create derivative works from any part of the Site, the Services or the Content without our prior written authorization, unless Miso makes available the means for limited distribution through functionality offered on the Site or through the Services;
  2. alter, copy, modify, reverse engineer, reproduce, deface, tarnish, mutilate, hack, interfere with, or otherwise use and exploit the Site, any Services, or any Content;
  3. use the Site or the Services for any commercial uses without our express written approval or not otherwise contemplated by these Terms of Service, or rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or Content to any person (other than Users as permitted and authorized hereunder), including on or in connection with the internet or any time-sharing, service bureau, software as-a-service, cloud or other technology or service;
  4. use or launch any automated system, including, without limitation, “robots,” “spiders,” or “offline readers,” that accesses the Site or the Services in a manner that sends more request messages to the Miso Systems in a given period of time than a human can reasonably produce in the same period
  5. use any software, technology or device to collect, scrape, crawl, manipulate or harvest any Personal Information or other data, including account names, from the Site or the Services;
  6. transmit any information that is abusive, threatening, obscene, defamatory, libelous, or racially, sexually, religiously or otherwise objectionable and offensive;
  7. attempt to harass, abuse or harm another person or group;
  8. use another user’s account without permission or impersonate another person;
  9. provide false or inaccurate information (or information that is misleading or incomplete or intended to deceive any person) when registering for a user account, or interfere or attempt to interfere in any way with the proper functioning of the Site or the Services;
  10. upload, submit, transmit, post or link to malicious content intended to damage or disrupt another user’s browser or computer;
  11. attempt to circumvent, disable or otherwise interfere with security-related features of the Services or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Site, the Services or the Content therein;
  12. use the Site or the Services for any unlawful purpose or for the promotion of illegal activities;
    access or use the Site or the Services in any manner or for any purpose that infringes,
  13. misappropriates or otherwise violates any Intellectual Property Right or other right of any third party, or that violates any applicable law;
  14. access or use the Site or the Services for purposes of competitive analysis of the Site or the Services, the development, provision or use of a competing software service or product or any other purpose that is to the Company’s detriment or commercial disadvantage;
  15. otherwise access or use the Site or the Services beyond the scope of the authorization to use the Site and Services granted hereunder.

A breach or violation of any of the above terms or any of the terms and conditions in these Terms of Service may, at our sole discretion, result in an immediate termination of your access to the Site and the Services. We reserve the right to refuse Services to, or to terminate access to the Site and the Services to, anyone for any reason at any time, or to discontinue any part of the Services or all of them at any time. We reserve the right to communicate with and provide information to law enforcement personnel in situations that we deem appropriate.

6.PROPRIETARY RIGHTS RELATED TO CONTENT 

Subject to the other terms and conditions herein, Content remains the proprietary property of the person or entity supplying it (or their affiliated and/or third party providers and suppliers) and is protected, without limitation, pursuant to U.S. and foreign copyright and other intellectual property laws.

By uploading any Content, the uploading party represents and warrants that the provision of such Content is not in violation of any intellectual property or other rights of any person or organization. You further agree that you will not submit to the Services any Content that is or that we determine to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene or otherwise objectionable or violates or allegedly violates any person’s Intellectual Property Rights or these Terms of Service.

You shall be liable, and Miso shall not have any liability, for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy, or publicity rights or any other harm resulting from any transmission you make of your Content.

You, as the owner of any Content, hereby grant to Miso, to the extent permitted under applicable law, a non-exclusive, perpetual, irrevocable, royalty-free, fully paid-up, worldwide license (including the right to sublicense through multiple tiers) to Process any Content in its provision of the Services.

The Company hereby grants to you as a user of the Site and the Services in good standing and only during the time period in which your user account remains active, a limited, non-exclusive, non-transferable right to access and use the Services, for which you have paid all applicable required fees and for which you have been granted access, solely for your personal and authorized business purposes through the Services, in accordance with these Terms of Service. All other uses are expressly prohibited absent our express written consent.

7.INTELLECTUAL PROPERTY RIGHTS

All right, title and interest in and to the Services, including all Intellectual Property Rights therein, are and will remain with Miso and any of its applicable third party licensors.

No user has any right, license or authorization with respect to any of the Miso Intellectual Property except as expressly set forth in herein. All other rights in and to the Miso Intellectual Property are expressly reserved by the Company and its applicable third party licensors. In furtherance of the foregoing, each user hereby unconditionally and irrevocably grants to the Company an assignment of all right, title and interest in and to any and all Behavioral Signals, including all Intellectual Property Rights relating thereto.

Notwithstanding the foregoing, Miso shall have the right to Process data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, Content and data derived therefrom), and Miso will have all necessary rights and permissions (i) to use such information and data to derive the Behavioral Signals and/or the Performance Data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other offerings, and (ii) to disclose such data solely in aggregate or other de-identified form in connection with its business; provided, however, that the Company’s use of such data and information will not reveal to other persons the identity, whether directly or indirectly, of any User, Customer, or specific data entered by any individual into the Services. In no event shall any such aggregated data or information include any Personal Information unless otherwise stated herein or in our Privacy Policy.

8.THIRD PARTY LINKS 

The Site and the Services may contain links to third party websites or applications that are not owned or controlled by the Company, or may make use of one or more Third Party Applications on the Site or through the Services. The Company has no control over, and assumes no responsibility for, the content, privacy policies or practices of any third party websites or Third Party Applications. In addition, the Company will not and cannot censor or edit the content of any third party site. By using the Site and the Services, you expressly agree and acknowledge that you, and not the Company, shall be solely liable and responsible for any and all liability arising from your use of any third party website or any Third Party Applications made available to you through the Services.

We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content or any other transactions made in connection with any third-party websites or any Third Party Applications. Please review carefully the applicable third party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns or questions regarding third-party services or any Third Party Applications and products should be directed to the applicable third party. You acknowledge and agree that we provide access to Third Party Applications “as is” and “as available” without any warranties, representations, guarantees or conditions of any kind and without any endorsement.

9.ACCURACY, COMPLETENESS, AND TIMELINESS OF INFORMATION

We are not responsible for Content available on the Site that is not accurate, complete or current. The Content on the Site is provided for general information only and should not be relied upon for any reason without consulting primary, more accurate, more complete, or more timely sources of information. Any reliance on the Content on the Site is at your own risk. We accept no obligation to maintain the accuracy of any Content, howsoever provided to the Services.

The Site may contain certain historical information. Historical information, necessarily, is not current and is provided for your reference only. We reserve the right to modify the contents of the Site at any time, but we have no obligation to update any information on our Site. You agree that it is your responsibility to monitor changes to our Site, including any changes we make to these Terms of Service.

10.ACCOUNT TERMINATION POLICY

The Company will terminate a user’s access to the Services and cancel and terminate a user’s account if, under appropriate circumstances, the user is determined to have breached these Terms of Service. The Company reserves the right to decide whether Content violates these Terms of Service for reasons other than copyright infringement, such as, but not limited to, because such Content is or may be interpreted or deemed to be unlawful, offensive, threatening, libelous, defamatory, pornographic, obscene, of excessive length or otherwise objectionable. 

If a User who is not a Customer wishes to terminate his or her account at any time, the user should send a

request to terminate the account to [support@askmiso.com]

If a Customer wishes to cancel or suspend its subscription, such Customer may do so using Site functionality or by contacting us as described above. Prior to termination, expiration or cancellation of a Customer’s subscription, such Customer may, by way of Site functionality made available to Customers, download and export certain data relating to such Customer’s subscription. Following termination, cancellation or expiration of a Customer’s subscription, no such information or data will be available to such Customer.

11.DIGITAL MILLENNIUM COPYRIGHT ACT

If you are a copyright owner or an agent thereof and believe that any Content infringes upon your copyrights, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing our copyright agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the service provider to locate the material;
  • Information reasonably sufficient to permit the service provider to contact you, such as an address, telephone number and, if available, an electronic mail;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

You may direct copyright infringement notifications to our copyright agent at the Company’s address at the end of these Terms of Service (with attention to copyright agent), or by email at: support@askmiso.com.

Counter-Notice. If you believe that your Content that was removed (or to which access was disabled) is not infringing, or that you have the authorization from the copyright owner, the copyright owners agent, or pursuant to applicable law, to post and use the material in your Content, you may send a counter-notice containing the following information to our copyright agent:

  • Your physical or electronic signature;
  • Identification of the Content that has been removed or to which access has been disabled and the location at which the Content appeared before it was removed or disabled;
  • A statement that you have a good faith belief that the Content was removed or disabled as a result of mistake or a misidentification of the Content; and
  • Your name, address, telephone number and e-mail address, a statement that you consent to the jurisdiction of the federal courts in Delaware, and a statement that you will accept service of process from the person who provided notification of the alleged infringement.

If a counter-notice is received by our copyright agent, the Company may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed Content or cease disabling it in ten (10) business days. Unless the copyright owner files an action seeking a court order against the Content provider, member or user, the removed Content may be replaced, or access to it restored, in ten (10) to fourteen (14) business days or more after receipt of the counter-notice, at the Company’s sole discretion.

12.INDEMNIFICATION

To the extent permitted by applicable law, you agree to defend, indemnify and hold harmless the Company, its affiliates and subsidiaries, and their officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorneys’ fees) arising from: (i) your use of and access to the Site and the Services, and/or, if you are a Customer, (ii) your breach or violation of any term of these Terms of Service, and/or, if you are a Customer, the breach or violation of any term of these Terms of Service by your Users (iii) your breach or violation or alleged or threatened breach or violation of any third party right, including without limitation any Intellectual Property Rights of any person, and/or, if you are a Customer, the breach or violation or alleged or threatened breach or violation of any third party right or Intellectual Property Rights of any person by any of your Users; (iv) any claim that your Content caused damage to a third party; or (v) your violation of any applicable law. This defense and indemnification obligation will survive these Terms of Service and any termination, expiration, suspension or cancellation of your user account and rights to use and access the Site and the Services.

13.ELECTRONIC COMMUNICATIONS

You consent to receive communications from the Company in an electronic form via the email address you have submitted upon registration, and you agree that these Terms of Service, and all other agreements, notices, disclosures and other communications that the Company provides to you electronically satisfy any legal requirement that such communications would satisfy if they were in writing.

14.ASSIGNMENT

These Terms of Service, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Miso without restriction.

15.GOVERNING LAW

These Terms of Service shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. Any claim or dispute between you and the Company that arises in whole or in part from the Services shall be decided exclusively by a court of competent jurisdiction located in [San Mateo County, California].

16.GENERAL

These Terms of Service, together with our Privacy Policy and any other legal notices or agreements, including pricing terms, published or posted by the Company on the Site, shall constitute the entire agreement between you and the Company concerning the Site and the Services. If any provision of these Terms of Service is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Service, which shall remain in full force and effect. No waiver of any term of this these Terms of Service shall be deemed a further or continuing waiver of such term or any other term, and the Company’s failure to assert any right or provision under these Terms of Service shall not constitute a waiver of such right or provision. The Company reserves the right to amend these Terms of Service at any time and without notice, and it is your responsibility to review these Terms of Service for any changes. Your use of the Site or the Services following any amendment of these Terms of Service will signify your assent to and acceptance of its revised terms.

YOU AND THE COMPANY AGREE THAT ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SITE OR SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

17.CONTACT INFORMATION

Questions about these Terms of Service should be sent to us at [support@askmiso.com]