End-User License Agreement

MashLogic™ requires that you accept the following End-User License Agreement when using our products:
Terms of Use Agreement

This Agreement was last revised on January 27, 2009.

Welcome to MashLogic.com, the website and online service of MashLogic, Inc. ("MashLogic" "we", or "us").  This page explains the terms by which you may use our service.  By accessing or using the MashLogic services, website and software provided through or in connection with the application ("Application"), you signify that you have read, understood, and agree to be bound by this Terms of Use Agreement ("Agreement"), whether or not you are a registered user of our Application.  

We reserve the right to amend this Agreement at any time and without notice. If we do this, we will post the amended Agreement on this page and indicate at the top of the page the date the Agreement was last revised. Your continued use of the Application after any such changes constitutes your acceptance of the new Terms of Use.  If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Application.  This Agreement applies to all visitors, users, and others who access the Application ("Users").

We urge you to stay informed by reading our Privacy Policy at http://mashlogic.com/privacy.

1.	Use of Our Application
MashLogic is an application that enriches online content based on the preferences of the user.  You do not have to register in order to use the Application or to visit the MashLogic website.  

Subject to the terms and conditions of this Agreement, MashLogic grants you a non-transferable, not-exclusive, limited license and right to use the Application, including any third-party software to the extent incorporated or embedded into the MashLogic Application, for your personal, internal, non-commercial use only.  As used in this Agreement, internal use shall not include selling, reselling, distributing, renting, timesharing, leasing, sublicensing the Application, using the Application to provide service bureau or similar services, or using the Application for the direct benefit of third parties.

You agree not to engage in any of the following prohibited activities, or to allow others to do so: (i) copying, reproducing, modifying, translating, converting to another programming language, creating derivative works of, transmitting, disclosing, selling, leasing, timesharing, renting, licensing, sublicensing, outsourcing, or otherwise distributing any part of the Application in any medium, including without limitation by any automated or non-automated "scraping"; (ii) using any automated system, including without limitation "robots", "spiders", "offline readers", etc., to access the Application in a manner that sends more request messages to the MashLogic servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser; (iii) transmitting spam, chain letters, or other unsolicited email; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Application; (v) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (vi) uploading invalid data, viruses, worms, or other software agents through the Application; (vii) collecting or harvesting any personally identifiable information, including account names, from the Application; (viii) using the Application for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Application; (xi) bypassing the measures we may use to prevent or restrict access to the Application; or, except to the extent the following restriction is expressly prohibited by applicable law, (xii) decompiling, reverse engineering, disassembling, or otherwise determining or attempting to determine source code (or the underlying ideas, algorithms, structure or organization) of all or any part of the Application, or assisting others to do any of the foregoing.   MashLogic may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Application without notice and liability for any reason, including if in MashLogic's sole determination you violate any provision of this Agreement, or for no reason.  Upon termination for any reason or no reason, you shall immediately cease all use of the Application, all licenses granted hereunder by MashLogic or its licensors shall immediately cease, and you shall continue to be bound by the terms and conditions of this Agreement.  

The MashLogic Application is subject to scheduled and unscheduled service interruptions. All aspects of the MashLogic Application are subject to change or elimination at MashLogic's sole discretion.  MashLogic reserves the right to interrupt the MashLogic Application with or without prior notice for any reason or no reason. You agree that MashLogic will not be liable to you for any interruption of the Application, delay or failure to perform.

2.	License Grant
Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, non-transferable, limited, personal license to use the Application.  MashLogic and/or its licensors reserve all rights not specifically and expressly granted herein in the Application and the MashLogic Content (as defined below).  MashLogic may terminate this license at any time for any reason or no reason.  

3.	Our Proprietary Rights
For the purposes of this Agreement, "Intellectual Property Rights" means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction or under any international treaties.

The Application and website, all ports, enhancements, updates, and derivative works thereto, and all materials therein or transferred thereby, including, without limitation, scripts, plugins, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, and videos (the "MashLogic Content"), and all Intellectual Property Rights related thereto, are the exclusive property of MashLogic and/or its licensors.  

Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from the MashLogic Content or any materials or content accessible on the Application.  Use of the MashLogic Content for any purpose not expressly permitted by this Agreement is strictly prohibited.  

You may choose to or we may invite you to submit comments or ideas about the Application, including without limitation about how to improve the Application or our products ("Ideas").  By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place MashLogic 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.  You further acknowledge that, by acceptance of your submission, MashLogic does not waive any rights to use similar or related ideas previously known to MashLogic, or developed by its employees, or obtained from sources other than you.

4.	Eligibility
This Application is intended solely for Users who are thirteen (13) years of age or older, and any registration, use or access to the Application by anyone under 13 is unauthorized, unlicensed, and in violation of this Agreement.  If you are under 18 years of age you may use the Application only if you either are an emancipated minor or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.

5.	Privacy
We care about the privacy of our Users. Our Privacy Policy is available at http://mashlogic.com/privacy. By using the Application, you are consenting to have certain non-personally identifiable information relating to your Internet usage and preferences transferred to and processed in the United States.

6.	Security
We have implemented commercially reasonable technical and organizational measures designed to secure your personal information from accidental loss and from unauthorized access, use, alteration or disclosure. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

7.	DMCA Notice 
If you believe that your copyrighted work has been copied in a way that constitutes copyright infringement and is accessible via the Application, please notify MashLogic's copyright agent, as set forth in the Digital Millennium Copyright Act of 1998 ("DMCA").  For your complaint to be valid under the DMCA, you must provide the following information in writing: 
1.  An electronic or physical signature of a person authorized to act on behalf of the copyright owner; 
2.  Identification of the copyrighted work that you claim has been infringed; 
3.  Identification of the material that is claimed to be infringing and where it is located on the Application; 
4.  Information reasonably sufficient to permit MashLogic to contact you, such as your address, telephone number, and, e-mail address; 
5.  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 law; and  
6.  A statement, made under penalty of perjury, that the above information is accurate, and that you are the copyright owner or are authorized to act on behalf of the owner. 
The above information must be submitted to the following DMCA Agent:
Name: 		MashLogic DMCA Agent
Attn: 		DMCA Notice
MashLogic:  	MashLogic, Inc.
Address: 		535 Middlefield Road, Suite 245
			Menlo Park, CA 94025
Telephone: 	650.329.7229
Fax: 			650.853.7001 
Email: 		copyright@corp.mashLogic.com 

UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS. FEES.

Please note that this procedure is exclusively for notifying MashLogic and its affiliates that your copyrighted material has been infringed.  The preceding requirements are intended to comply with MashLogic's rights and obligations under the DMCA, including 17 U.S.C. §512(c), but do not constitute legal advice.  It may be advisable to contact an attorney regarding your rights and obligations under the DMCA and other applicable laws.  

In accordance with the DMCA and other applicable law, MashLogic has adopted a policy of terminating, in appropriate circumstances and at MashLogic's sole discretion, members who are deemed to be repeat infringers. MashLogic may also at its sole discretion limit access to the Application and/or terminate the services to any Users who infringe any intellectual property rights of others, whether or not there is any repeat infringement.

8.	Third-Party Websites, Advertisers or Services
The MashLogic website and Application may contain links to or content from third-party websites, advertisers, or services that are not owned or controlled by MashLogic.  MashLogic has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services.  If you access a third party website from MashLogic, you do so at your own risk, and you understand that this Agreement and MashLogic's Privacy Policy do not apply to your use of such sites.  You expressly relieve MashLogic from any and all liability arising from your use of any third-party website or services or third party owned content.  Additionally, your dealings with or participation in promotions of advertisers found on MashLogic, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that MashLogic shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

We encourage you to be aware of when you leave the Application by selecting a link to a third-party website or service, and to read the terms and conditions and privacy policy of any third-party website or service that you visit. 

9.	Indemnity 
You agree to defend, indemnify and hold harmless MashLogic and its licensors, subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Application, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; or (vi) any other party's access and use of the Application with your unique username, password or other appropriate security code.  

10.	No Warranty
THE APPLICATION IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS.  USE OF THE APPLICATION IS AT YOUR OWN RISK.  MASHLOGIC, ITS LICENSORS, AFFILIATES, DIRECTORS, AND EMPLOYEES HEREBY DISCLAIM TO THE FULLEST EXTENT PERMITTED BY LAW, ALL REPRESENTATIONS, CONDITIONS, AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE WARRANTIES OR CONDITIONS OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY, OR NON-INFRINGEMENT.  WITHOUT LIMITING THE FOREGOING, MASHLOGIC, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE APPLICATION WILL MEET YOUR REQUIREMENTS; THAT THE APPLICATION WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE APPLICATION IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.  ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE APPLICATION IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD. 

MASHLOGIC, ITS LICENSORS, AFFILIATES, DIRECTORS, AND EMPLOYEES DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE MASHLOGIC APPLICATION OR ANY HYPERLINKED WEBSITE OR SERVICE; FEATURED IN ANY BANNER OR OTHER ADVERTISING; OR USED IN CONJUNCTION WITH ANY THIRD PARTY APPLICATION NOT PROVIDED, OR APPROVED, BY MASHLOGIC AND ITS LICENSORS.   MASHLOGIC, ITS LICENSORS, AFFILIATES, DIRECTORS, AND EMPLOYEES WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.  

11.	Limitation of Liability  
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MASHLOGIC, ITS LICENSORS, AFFILIATES, DIRECTORS, OR EMPLOYEES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, REVENUES, GOODWILL, BARGAIN, USE, OR DATA, FOR ECONOMIC LOSS, FOR ANTICIPATED SAVINGS, FOR COST OF SUBSTITUTE GOODS, FOR INACCURACY OF ANY DATA, OR FOR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS APPLICATION.  UNDER NO CIRCUMSTANCES WILL MASHLOGIC, ITS LICENSORS, AFFILIATES, DIRECTORS, OR EMPLOYEES BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE APPLICATION.  

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MASHLOGIC, ITS LICENSORS, AFFILIATES, DIRECTORS, AND EMPLOYEES ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF ANY CONTENT OR DATA; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR APPLICATION; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE APPLICATION; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR APPLICATION BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE APPLICATION; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY.  IN NO EVENT SHALL MASHLOGIC, ITS LICENSORS, AFFILIATES, DIRECTORS, OR EMPLOYEES BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO MASHLOGIC HEREUNDER.

THIS LIMITATION OF LIABILITY SECTION APPLIES REGARDLESS OF THE THEORY OF ALLEGED LIABILITY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MASHLOGIC, ITS LICENSORS, AFFILIATES, DIRECTORS, OR EMPLOYEES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE.  

THE LIABILITY LIMITATIONS IN THIS SECTION ARE A MATERIAL INDUCEMENT TO EACH PARTY'S ENTRY INTO THIS AGREEMENT, AND SHALL APPLY NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY PROVIDED UNDER THIS AGREEMENT OR THE INVALIDITY OF ANY OTHER PROVISION.  IF THE LIMITATIONS ON LIABILITY SET FORTH IN THIS AGREEMENT ARE NOT ENFORCEABLE UNDER APPLICABLE LAW, THEN MASHLOGIC'S AND ITS LICENSORS. LIABILITY HEREUNDER SHALL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

The Application is controlled and operated from its facilities in the United States.  MashLogic makes no representations that the Application is appropriate or available for use in other locations. Those who access or use the Application from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations.  You may not use the Application if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government.  Unless otherwise explicitly stated, all materials found on the Application are solely directed to individuals, companies, or other entities located in the U.S.  

12.	Assignment 
This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by MashLogic without restriction. Any unauthorized assignment, sublicense, sale, offer to sell, rental, loan, lease, conveyance or other transfer of this Agreement or any copy of the Application and/or accompanying materials shall be null and void and shall automatically terminate this Agreement.

13.	General 
A. Governing Law.  You agree that: (i) the Application shall be deemed solely based in California; and (ii) the Application shall be deemed a passive one that does not give rise to personal jurisdiction over MashLogic, either specific or general, in jurisdictions other than California.  This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded.  Any claim or dispute between you and MashLogic that arises in whole or in part from the Application shall be decided exclusively by a court of competent jurisdiction located in Santa Clara County, California, unless submitted to arbitration as set forth in the following paragraph and California; provided that MashLogic and/or its licensors shall at all times have the right to commence proceedings in any other court of its choice of appropriate jurisdiction to obtain interim injunctive relief for protection of intellectual property rights..  
B.  Arbitration.  For any claim (excluding claims for injunctive or other equitable relief) under this Agreement where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute through binding non-appearance-based arbitration. The party electing such arbitration shall initiate the arbitration through an established alternative dispute resolution ("ADR") provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, as selected by the party initiating the arbitration; b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and c) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
C.  Notification Procedures.  MashLogic may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by MashLogic in our sole discretion. MashLogic reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement.  All notices permitted or required under this Agreement shall be deemed effective upon posting if posted on our website; upon delivery if given in person, by a recognized overnight courier service (e.g., Federal Express, DHL, UPS, etc.), confirmed facsimile or confirmed electronic mail, or United States priority or express mail, or equivalent; or five (5) business days after mailing if sent by registered or certified mail or post, postage prepaid, return receipt requested. 
D. Entire Agreement/Severability.  This Agreement, together with any other legal notices and agreements published by MashLogic via the Application, shall constitute the entire agreement between you and MashLogic concerning the Application.  If any provision of this Agreement is deemed invalid by any law, rule, order or regulation of any government or by the final determination of any state, provincial or federal court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. 
E. No Waiver.  No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and MashLogic's delay or failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.  
F.  Force Majeure. Neither party shall be in default by reason of any failure to perform any obligation (excluding any obligation to pay money) due to unforeseen circumstances or to causes beyond such party's reasonable control, including but not limited to acts of God, war, riot, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, failure to obtain export licenses or shortages of transportation, facilities, fuel, energy, labor or materials.
G. Injunctive Relief. It is expressly agreed that a violation of confidentiality obligations, the license grant, the license restrictions, intellectual property rights, or other proprietary rights hereunder will cause irreparable harm to MashLogic and/or its licensors and that a remedy at law would be inadequate. Therefore, without limiting MashLogic's and/or its licensors. remedies that may be available at law, MashLogic and/or its licensors shall be entitled to an injunction or other equitable remedies in the event of any threatened or actual violation of any such provisions.
H.  No Agency. The parties are independent contractors, and nothing contained herein shall be construed as creating any agency, partnership, or other form of joint enterprise between the parties.
I.  Non-Compete. You agree that, both during and after the term of this Agreement, it shall not use the Application or any part of them, or any information obtained from the use, installation, or support of the Application, or any confidential information of MashLogic and/or its licensors, to develop products or services that compete with the Application or provide substantially similar features or functions of the Application.
J.  Attorneys. Fees. In the event that legal proceedings (including without limitation, litigation, mediation, arbitration or other dispute resolution methods) are instituted by either party arising out of, or in connection with, this Agreement, the prevailing party shall be entitled to its costs and reasonable attorneys. fees. 
K.  Export Control. You agree to comply fully with all relevant export laws and regulations of the United States ("Export Laws") to ensure that the Application is not (a) exported or re-exported directly or indirectly in violation of Export Laws; or (b) is intended to be used for any purposes prohibited by the Export Laws, including but not limited to nuclear, chemical, or biological weapons proliferation.
L.  Headings. The headings used in this Agreement are for the convenience of the parties and shall, not be used to interpret the meaning of any section.

Please contact us at feedback@corp.mashlogic.com with any questions regarding this Agreement.
End-User License Agreement

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