Terms of Service

Revised: March 28, 2020

1. ACCEPTANCE OF TERMS

   Message.io, Inc. ("Mio") offers a proprietary interoperability service designed to enable users of different, supported third-party messaging platforms to send and receive messages, chats, files and other communications via such messaging platforms, as further described in the applicable documentation (the "Service"). Any access to or use of the Service is subject to the terms and conditions in this Terms of Service (the "Terms").

   PLEASE REVIEW THE TERMS CAREFULLY. BY REGISTERING FOR AN ACCOUNT OR OTHERWISE ACCESSING OR USING THE SERVICE, YOU AGREE TO BE BOUND BY THE TERMS. IF YOU ARE ENTERING INTO THE TERMS ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED AND LAWFULLY ABLE TO BIND SUCH ENTITY TO THE TERMS, IN WHICH CASE THE TERMS "YOU" AND "YOUR" SHALL REFER TO SUCH ENTITY AND YOU SHALL BE RESPONSIBLE FOR COMPLIANCE WITH THESE TERMS BY ALL OF YOUR EMPLOYEES AND CONTRACTORS.

   You represent and warrant that you are: (a) over eighteen (18) years of age or the age of majority in your jurisdiction, whichever is greater; (b) of legal age to form a binding contract; and (c) not a person barred from using the Service under the laws of your country of residence or any other applicable jurisdiction.

2. ADDITIONAL TERMS
   1. Additional Terms. If you are accessing or using the Service through your affiliation with an organization that has entered into an enterprise agreement for access to the Service, then your access to and use of the Service may be subject to an enterprise agreement between Mio and such organization (the "Enterprise Agreement"). Your access to and use of the Service is further subject to the Mio Privacy Policy, any terms agreed to by Mio and you regarding the scope of access to and use of the Service and/or Mio's provision of support services to you, including, but not limited to any online order form or page, and any usage or other policies relating to the Service posted or otherwise made available to you by Mio (together with the Enterprise Agreement, "Additional Terms"). The Additional Terms are part of the Terms and are hereby incorporated by reference, and you agree to be bound by the Additional Terms.
   2. Professional Services. Mio agrees to provide you with data migration or other professional services ("Professional Services") as and if specified in any Additional Terms.
3. GRANT OF RIGHTS
   1. Grant. Subject to your compliance with the Terms in all material respects, Mio grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service, only in the form made available by Mio. and only for your internal business purposes. Your access and use of the Service is further limited by any restrictions or limitations set forth in any Additional Terms.
   2. Restrictions. Except with respect to Your Content (defined below), you may not: (i) use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make, have made, assign, pledge, transfer or otherwise grant rights to the Service; (ii) reverse engineer, disassemble, decompile or translate, or otherwise attempt to derive the source code, architectural framework or data records of any software within or associated with the Service; (iii) frame or utilize any framing technique to enclose any Content; (iv) access the Service for the purpose of developing, marketing, selling or distributing any product or service that competes with or includes features substantially similar to the Service or any products or services offered by Mio; (v) rent, lease, lend, sell or sublicense the Service or otherwise provide access to the Service as part of a service bureau or similar fee-for-service purpose; or (vi) use the Service in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, or that violates any applicable law.
   3. Third-Party Software. Some components of the Service may be provided with or have incorporated into them third-party software licensed under "open source" or other licenses ("Third-Party Software"). You acknowledge and agree that: (a) Mio has no proprietary interest in any Third-Party Software; (b) Third-Party Software is provided pursuant to the license terms applicable to such software.
   4. Support. Except as explicitly agreed by Mio in any applicable Additional Terms, Mio is not obligated to provide you any support for the Service, and the Terms does not entitle you to any support for the Service.
4. YOUR RESPONSIBILITIES
   1. Registration and Account. In registering for the Service, you agree to: (i) provide true, accurate, current and complete information about yourself as prompted by the Service's registration form (the "Registration Data"); and (ii) maintain and promptly update the Registration Data to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Mio reasonably suspects that you have done so, Mio may suspend or terminate your account. You may not share your account or password with anyone. You are fully responsible for all activities that occur under your account, whether or not you authorized the particular use or user, and regardless of your knowledge of such use. You agree to notify Mio immediately of any unauthorized use of your account or password or any other similar breach of security.
   2. Third-Party Terms. To utilize the Service, you must have one or more valid and verifiable accounts with third-party messaging platforms compatible with the Service ("Third-Party Platform(s)") and agree to the applicable terms and conditions governing your use of such Third-Party Platform(s). You are solely responsible for complying with the applicable Third-Party Terms in all material respects.
   3. Technical Requirements. You shall be solely responsible for obtaining, configuring and maintaining any hardware, network connectivity and third-party software required to access the Service, including computers, mobile devices, operating systems, web browsers, storage devices and Third-Party Platforms.
   4. Back-Up. Mio will have no obligation to store or back-up Your Content (defined below), and you shall be solely responsible for backing up Your Content.
5. YOUR CONTENT
   1. Your Content. You acknowledge and agree that all information, data, data records, databases, text, software, music, sounds, photographs, images, graphics, videos, messages, scripts, tags and other materials accessible through the Service ("Content"), are the sole responsibility of the party from whom such Content originated. This means that you, and not Mio, are entirely responsible for all Content that you upload, post, email, transmit or otherwise make available through the Service ("Your Content"), and other users of the Service, and not Mio, are similarly responsible for all Content they upload, post, email, transmit or otherwise make available through the Service ("User Content"). You represent and warrant that you have all necessary right and authority to grant the rights set forth in the Terms with respect to Your Content, including the Mio's rights to transmit, process, and use Your Content in accordance with this Terms.
   2. Restrictions. In connection with your access to or use of the Service, you shall not upload, post, email, transmit or otherwise make available any Content that: (i) is illegal, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another's privacy, hateful or otherwise objectionable; (ii) may not be made available under any law or under contractual or fiduciary relationships (such as confidential or proprietary information learned as part of an employment relationship or under a non-disclosure agreement); (iii) infringes any patent, trademark, trade secret, copyright or other proprietary right of any party; (iv) consists of unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, commercial electronic messages or any other form of solicitation; or (v) contains software viruses or any other code, files or programs designed to interrupt, destroy or limit the functionality of any software or hardware.
6. INTELLECTUAL PROPERTY
   1. License to Content. Mio does not claim ownership of Your Content. However, you grant Mio and its service providers a worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make and have made Your Content (in any form and any medium, whether now known or later developed) as necessary to (i) provide the you other users with the Service and any Professional Services, including any maintenance, calibration, diagnostic, troubleshooting and transmission of Your Content to Third-Party Platforms and other individuals with whom you communicate via the Service; and (ii) monitor and improve the Service. You acknowledge and agree that the technical processing and transmission of data, including Your Content, associated with the Service may require transmissions over various networks and changes to conform and adapt to technical requirements of connecting networks or devices.
   2. Usage Data. You acknowledge and agree that (i) Mio may collect or generate Usage Data; and (ii) to the extent Mio collects or generates any Usage Data, Mio owns all right, title and interest (including all intellectual property rights) in and to the Usage Data and may use such Usage Data for any lawful purpose without credit or compensation to you. "Usage Data" means usage data, meta data, performance data and other data related to how you and other users use and interact with the Service that is aggregated and anonymized such that it does not identify you or other users as the source or subject of such data.
   3. Mio Ownership. Except with respect to Your Content, you acknowledge and agree that, as between you and Mio, Mio owns all rights, title and interest (including all intellectual property rights) in the Service and all Content and other materials within the Service. The Service is protected by U.S. and international copyright, trademark, patent and other intellectual property laws and treaties. Mio reserves all rights not expressly granted to you.
   4. Suggestions. If you elect to provide or make available to Mio any suggestions, comments, ideas, improvements or other feedback relating to the Service ("Suggestions"), you hereby grant Mio a perpetual, irrevocable, worldwide, royalty-free, fully-paid-up, non-exclusive, sublicensable, transferable license to use, reproduce, modify, adapt, create derivative works from, publicly perform, publicly display, distribute, make or have made your Suggestions in any form and any medium (whether now known or later developed), without credit or compensation to you.
7. FEES
   1. Fees. You shall pay Mio the applicable fees set forth in the Additional Terms pursuant to the payment terms therein. In the event that the Additional Term do not set forth payment terms, payment will be due within 30 days from the date of invoice. Any payment not received from when due will incur interest at the rate of 1.5% per month or the maximum amount permitted by law, whichever is lower. You are solely responsible for any data, usage and other charges assessed by mobile, cable, internet or other communications services providers for your access to and use of the Service.
   2. Taxes. Any and all amounts payable hereunder by you are exclusive of any value-added, sales, use, excise or other similar taxes (collectively, "Taxes"). You shall be solely responsible for paying all applicable Taxes. If Mio has the legal obligation to collect any Taxes, you shall reimburse Mio upon invoice by Mio. If you are required by law to withhold any taxes from your payments to Mio, you shall provide Mio with an official tax receipt or other appropriate documentation to support such payments and take reasonable steps to minimize such payments.
8. MODIFICATIONS TO THE SERVICE

   Subject to any Additional Terms, Mio reserves the right to modify, suspend or discontinue the Service or any product or service to which it connects, with or without notice, and Mio shall not be liable to you or to any third party for any such modification, suspension or discontinuance. Mio may at its sole discretion from time to time develop patches, bug fixes, updates, upgrades and other modifications to improve the performance of the Service or related services ("Updates"). Mio may develop Updates that require installation by you before you continue to access or use the Service or related services. Updates may also be automatically installed without providing any additional notice to you or receiving any additional consent from you. The manner in which Updates may be automatically downloaded and installed is determined by settings on your device and its operating system.

9. INDEMNIFICATION
   1. Mio Indemnification. Mio agrees that YOU shall have no liability and Mio shall indemnify, defend and hold YOU harmless against any loss, damage, cost, liability and expense (including reasonable attorneys' fees) finally awarded by a court of competent jurisdiction or paid in settlement to the extent arising from any action or claim of a third party (collectively, "Losses") asserting that your use of the Service infringes the intellectual property of such third party, provided that Mio shall have no obligation to indemnify YOU from any Losses to the extent they arise from: (i) your use of the Service (including use by any users associated with your account) in any manner that does not comply in all material respects with the Terms, or applicable laws or regulations; (ii) your use of the Service in combination with any hardware or software not provided or approved by Mio; (iii) modifications to the Service made by you or on your behalf of Customer that are not authorized by Mio; or (iv) any Your Content (collectively, "Your Acts"). In the event that any part of the Service becomes the subject of a Loss or Mio reasonably determines that any part of the Service is likely to become the subject of a Loss, Mio may, at its sole discretion: (1) procure for you a license as necessary for you to exercise the rights granted by Mio under this Agreement; (2) modify or replace the Service to avoid infringement, provided that the Service as modified or replaced retains materially the same or better features and functionality; or (3) terminate this Agreement and provide a pro rata refund of any prepaid but unused fees. This Section states your sole and exclusive remedies for claims of intellectual property violation or infringement relating to the Service.
   2. Your Indemnification. You shall indemnify, defend and hold Mio and its affiliates, and each of their officers, directors, employees, agents, partners and licensors (collectively, "Mio Parties") harmless from and against any claim, demand, loss, damage, cost, liability and expense, including reasonable attorneys' fees, resulting from or arising out of Your Acts.
   3. Procedure. The indemnified party shall: (i) give the indemnifying party prompt written notice of any indemnified claim, provided that failure of the indemnified party to give such prompt written notice shall not relieve the indemnifying party of any obligation to indemnify, except to the extent the indemnifying party has been prejudiced thereby; (ii) cooperate fully with the indemnifying party, at the indemnifying party's expense, in the defense or settlement of any indemnified claim; and (iii) give the indemnifying party sole and complete control over the defense or settlement of any indemnified claim, provided that any settlement must include a complete release of the indemnified party without requiring the indemnified party to make any payment or bear any obligation.
10. DISCLAIMER OF WARRANTIES
    1. GENERAL. YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND ALL PROFESSIONAL SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED "AS IS," "AS AVAILABLE" AND "WITH ALL FAULTS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MIO PARTIES EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED OR ARISING FROM STATUTE, COURSE OF DEALING, USAGE OF TRADE OR OTHERWISE, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, QUALITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. THE MIO PARTIES MAKE NO WARRANTY OR REPRESENTATION THAT: (i) THE SERVICE WILL MEET YOUR REQUIREMENTS; (ii) ACCESS TO, TRANSMISSION OR PROCESSING OF YOUR CONTENT BY OR THROUGH, THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE.
    2. COMMUNICATIONS AND THIRD-PARTY INTERACTIONS. YOUR SHALL BE SOLELY RESPONSIBLE FOR YOUR INTERACTIONS WITH OTHERS THROUGH THE SERVICE, INCLUDING THE CONTENT OF ANY COMMUNICATIONS CUSTOMERS OR END USERS SEND OR RECEIVE THROUGH THE SERVICE.
    3. THIRD-PARTY PLATFORMS. MIO HAS NO CONTROL OVER THE PROVISION OF OR ACCESS TO THIRD-PARTY PLATFORMS AND DOES NOT GUARANTEE THAT YOU WILL BE ABLE TO USE THE SERVICE WITH THIRD-PARTY PLATFORMS. MIO SHALL HAVE NO LIABILITY WHATSOEVER FOR ANY ACTIONS OR INACTIONS ON THE PART OF THE PROVIDER(S) OF THE THIRD-PARTY PLATFORMS.
11. LIMITATION OF LIABILITY

    THE MIO PARTIES SHALL NOT BE LIABLE FOR ANY LOST PROFITS OR COST OF COVER, OR INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES, INCLUDING DAMAGES ARISING FROM ANY TYPE OR MANNER OF COMMERCIAL, BUSINESS OR FINANCIAL LOSS, EVEN IF THE MIO PARTIES HAD ACTUAL OR CONSTRUCTIVE KNOWLEDGE OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE. IN NO EVENT SHALL THE MIO PARTIES' TOTAL LIABILITY TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THE TERMS OR YOUR ACCESS TO OR USE OF (OR INABILITY TO ACCESS OR USE) THE SERVICE OR PROFESSIONAL EXCEED THE GREATER OF FIFTY DOLLARS ($50) OR THE AMOUNT PAID BY YOU TO MIO FOR ACCESS TO THE SERVICE WITHIN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH THE APPLICABLE CLAIM AROSE.

12. TERMINATION
    1. Termination. Subject to the Additional Terms, if you violate the Terms, all rights granted to you under the Terms shall terminate immediately, with or without notice to you. If you are accessing the Service pursuant to an Enterprise Agreement, then any rights granted to you under this Terms terminate upon termination of the Enterprise Agreement for any reason.
    2. Events Upon Termination. Upon termination of the Terms for any reason: (i) you must immediately uninstall and cease using the Service; (ii) Mio, in its sole discretion, may remove and discard Your Content and delete your user account; (iii) any provision that, by its terms, is intended to survive the expiration or termination of this Terms shall survive such expiration or termination; and (iv) all rights granted to you under the Terms shall immediately terminate, but all other provisions shall survive termination.
13. GOVERNING LAW; JURISDICTION

    The Terms shall be governed by and construed and enforced in accordance with the laws of the United States of America and the State of Texas, without regard to conflict of laws principles. The United Nations Convention on Contracts for the International Sale of Goods is specifically excluded from application to the Terms. Mio and you agree that any action, proceeding, controversy or claim between them arising out of or relating to this Terms (collectively, an "Action") shall be brought only in a court of competent jurisdiction in Austin, Texas. Each party hereby submits to the personal jurisdiction and venue of such courts and waives any objection on the grounds of venue, forum non-conveniens or any similar grounds with respect to any Action.

14. LEGAL COMPLIANCE

    You represent and warrant that you are not: (a) located in a country that is subject to a U.S. Government embargo or designated by the U.S. Government as a "terrorist supporting" country; or (b) listed on any U.S. Government list of prohibited or restricted parties, including the Specially Designated Nationals List.

15. U.S. GOVERNMENT ENTITIES

    This section applies to access to or use of the Service by a branch or agency of the United States Government. The Service includes "commercial computer software" and "commercial computer software documentation" as such terms are used in 48 C.F.R. 12.212 and qualifies as "commercial items" as defined in 48 C.F.R. 2.101. Such items are provided to the United States Government: (a) for acquisition by or on behalf of civilian agencies, consistent with the policy set forth in 48 C.F.R. 12.212; or (b) for acquisition by or on behalf of units of the Department of Defense, consistent with the policies set forth in 48 C.F.R. 227.7202-1 and 227.7202-3. The United States Government shall acquire only those rights set forth in the Terms with respect to the such items, and any access to or use of the Service by the United States Government constitutes: (a) agreement by the United States Government that that such items are "commercial computer software" and "commercial computer software documentation" as defined in this section; and (b) acceptance of the rights and obligations herein.

16. NO THIRD-PARTY BENEFICIARIES

    You agree that, except for Mio Parties and as otherwise expressly provided in the Terms, there shall be no third-party beneficiaries to the Terms.

17. GENERAL PROVISIONS

    The Terms (together with the Additional Terms) constitutes the entire agreement between you and Mio concerning your access to and use of the Service. It supersedes all prior and contemporaneous oral or written negotiations and agreements between you and Mio with respect to such subject matter. In the event of any conflict between or among the Terms and any Additional Terms to which the Terms refers, the terms and conditions of the Terms shall take precedence and govern. The Terms may not be amended by you except in a writing executed by you and an authorized representative of Mio. For the purposes of the Terms, the words "such as," "include," "includes" and "including" shall be deemed to be followed by the words "without limitation." You may not assign or delegate any right or obligation under the Terms without the prior written consent of Mio. The failure of Mio to exercise or enforce any right or provision of the Terms shall not constitute a waiver of such right or provision. If any provision of this Terms is held to be invalid or unenforceable under applicable law, then such provision shall be construed, limited, modified or, if necessary, severed to the extent necessary to eliminate its invalidity or unenforceability, without in any way affecting the remaining parts of the Terms. Any prevention of or delay in performance by Mio hereunder due to labor disputes, acts of god, governmental restrictions, enemy or hostile governmental action, fire or other casualty or other causes beyond its reasonable control shall excuse the performance of its obligations for a period equal to the duration of any such prevention or delay.