MONDOPOINT TERMS OF USE

Last Updated: May 14, 2019

These Terms of Use (“Terms”) set forth the legally binding terms and conditions governing your use of the Mondopoint website (“Website”) and the online services (collectively, the “Services”) offered by Mondopoint LLC (“Mondopoint”). These Terms have been prepared as a legally binding license agreement that conditions your use of the Services. These Terms apply to your use of any page, section, or feature of the Services whatsoever. By using the Services, you are stating that you have read and understand, and agree to be bound by these Terms. THESE TERMS CONTAIN AN ARBITRATION PROVISION REQUIRING ALL CLAIMS TO BE RESOLVED BY WAY OF BINDING ARBITRATION. PLEASE CAREFULLY REVIEW SECTION 17 OF THESE TERMS FOR MORE INFORMATION. DO NOT ACCESS THE SERVICES IF YOU DO NOT AGREE TO THESE TERMS OF USE.

1. License

Subject to these Terms, Mondopoint hereby grants you a nonexclusive, nontransferable, non-sublicensable, limited license to access and use the Services solely in the United States for the internal business purposes of the organization that you represent. As between you and Mondopoint, Mondopoint retains all right, title and interest in and to the Services and related documentation and materials, including all intellectual property rights therein. The only rights we grant you are those rights expressly stated in these Terms.

2. Developments & Feedback

Any developments or modifications made to these Terms by Mondopoint relating to the Services or related documentation or materials, whether or not influenced or suggested by you, are the sole property of Mondopoint. If you choose to provide technical, business, or other feedback to Mondopoint concerning the Services (collectively, “Feedback”), Mondopoint will be free to use, disclose, reproduce, license, or otherwise distribute or exploit such Feedback in its sole discretion without any obligations or restrictions of any kind, including intellectual property rights or licensing obligations. You understand and agree that the incorporation by Mondopoint of Feedback into any of its products or services does not grant you any proprietary rights therein. Any Feedback you provide is, and shall be, entirely voluntary and shall not create any obligation on the part of Mondopoint or any independent confidential relationship between Mondopoint and you and/or the organization you represent.

3. Your Responsibilities

You agree that you are responsible for obtaining and maintaining all equipment and services needed for access to and use of the Services and for paying all charges related thereto; and not to use the Services to:

a) copy, modify or create derivative works or improvements of the Services or related documentation or materials;

b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer or otherwise make available any Services or related documentation or materials to any person, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud or other technology or service;

c) reverse engineer, disassemble, decompile, decode, adapt or otherwise attempt to derive or gain access to the source code of the Services or related documentation or materials, in whole or in part;

d) bypass or breach any security device or protection used by the Services or related documentation or materials or share your access credentials with or otherwise assist any other person to access or use the Services or related documentation or materials;

e) input, upload, transmit or otherwise provide to or through the Services or Mondopoint’s systems and networks, any information or materials that are unlawful or injurious, or contain, transmit or activate any virus, worm, malware or other malicious computer code;

f) damage, destroy, disrupt, disable, impair, interfere with or otherwise impede or harm in any manner the Services, Mondopoint’s systems or networks or Mondopoint’s provision of services to any third party, in whole or in part;

g) remove, delete, alter or obscure any trademarks, specifications, documentation, warranties or disclaimers, or any copyright, trademark, patent or other intellectual property or proprietary rights notices from any Services or related documentation or materials, including any copy thereof;

h) access or use the Services or related documentation or materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any intellectual property right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction or disclosure of the data of any other user of the Services), or that violates any applicable law;

i) access or use the Services or related documentation or materials for purposes of competitive analysis of the Services or related documentation or materials, the development, provision or use of a competing software service or product or any other purpose that is to Mondopoint’s detriment or commercial disadvantage; or

j) otherwise access or use the Services or related documentation or materials beyond the scope of the authorization granted under Section 1.

4. Customer Data

Mondopoint does not claim ownership of any information, data and other content, in any form or medium (other than Resultant Data (as defined below)), that you submit or that is otherwise collected, downloaded, or otherwise received, directly or indirectly from you by or through the Services (collectively, “Customer Data”). As between Mondopoint and you, you own all rights to your Customer Data. However, you hereby irrevocably grant all such rights and permissions in or relating to Customer Data: (a) to Mondopoint, its subcontractors and its and their personnel as are necessary or useful to perform the Services; and (b) to Mondopoint as are necessary or useful to enforce these Terms and exercise its rights and perform its obligations hereunder.

In addition, you hereby grant to Mondopoint a nonexclusive, perpetual, irrevocable, worldwide, transferable, sublicensable through multiple tiers of sublicensees, license to use the Customer Data, including all intellectual property rights relating thereto, in any manner alone or in combination with other data so long as the Customer Data is not attributed to or otherwise identifiable as data that originated from the you or the organization that you represent. You acknowledge and agree that all right and title in the Resultant Data is the property of Mondopoint, and you hereby assign all right and title in such Resultant Data to Mondopoint.

Mondopoint is not required to host, display, or distribute any Resultant Data, and may remove at any time or refuse any Resultant Data. Mondopoint is not responsible for any loss, theft, or damage of any kind to any Customer Data or Resultant Data. You represent and warrant that your Customer Data, and Mondopoint’s authorized use thereof, do not and will not infringe the rights of any third party (including, without limitation, intellectual property rights, rights of privacy or publicity, or any other legal or moral rights).

5. Copyright Infringement

Mondopoint respects the intellectual property rights of others. Accordingly, Mondopoint has a policy of removing Customer Data that violate copyright law, and, in appropriate circumstances, suspending access to the Services (or any portion thereof) to any user who uses the Services in violation of copyright law, and/or terminating the account of any user who uses the Services in violation of copyright law. Pursuant to Title 17 of the United States Code, Section 512, Mondopoint has implemented procedures for receiving written notification of claimed copyright infringement and for processing such claims in accordance with such law. If you believe your copyright is being infringed by a user of the Services, please provide written notice to the following Mondopoint agent for notice of claims of copyright infringement.

Mondopoint, LLC
ATTN: Privacy Agent
222 Merchandise Mart Plz, Ste 1230
Chicago, IL 60654
+1 (312) 448-6555
privacy@mondopoint.com

Your written notice must: (a) contain your physical or electronic signature; (b) identify the copyrighted work alleged to have been infringed; (c) identify the allegedly infringing material in a sufficiently precise manner to allow Mondopoint to locate that material; (d) contain adequate information by which Mondopoint can contact you (including postal address, telephone number, and e-mail address); (e) contain a statement that you have a good faith belief that use of the copyrighted material is not authorized by the copyright owner, the copyright owner’s agent, or the law; (f) contain a statement that the information in the written notice is accurate; and (g) contain a statement, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.

6. Term

These Terms are effective for the subscription term you or the organization on whose behalf you are accessing the Services paid for unless terminated earlier as permitted below. For free versions of the Services, including any version or feature that we give you on a trial, courtesy or evaluation basis or that is labeled as “Sandbox,” “Pre-Release,” “Limited Release,” “Beta” or otherwise described as experimental, untested, or not fully functional (“Free Services”), these Terms are effective for as long as we make the Free Services available to you. We may choose to provide you Free Services during or after your paid subscription and any use is subject to these Terms for as long as the Free Services is in use.

7. Termination and Suspension

Without limiting other remedies, Mondopoint may also terminate or suspend your access to all or part of the Services without notice if Mondopoint determines, in its sole and absolute discretion, that you have violated these Terms or have engaged in any conduct that Mondopoint believes is in violation of any applicable law or regulation or is otherwise harmful to the interests of Mondopoint, any other Services user, or any third party. You may discontinue your participation in and access to the Services at any time.

8. Effect of Termination

If these Terms terminate for any reason or expire, you will no longer be authorized to use or access the Services, including any online storage or backup services, and we may cancel and/or close your account at our sole discretion. After the termination or expiration date, we may delete any of your online stored or backed-up information, text, files, links, images or other materials provided to us. It is your responsibility to store or backup your Customer Data elsewhere before these Terms expire or are terminated.

9. Modification to Terms

Mondopoint may, in its sole and absolute discretion, change these Terms from time to time. If you access the Services after a change to these Terms, we will advise you of the change. If you object to any such changes, your sole recourse will be to cease using the Services. Continued use of the Services following notice of any such changes will indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

10. Password and Security

You are responsible for maintaining the confidentiality of your Services password, and you are solely responsible for all activities that occur under your password. You agree to immediately notify Mondopoint of any unauthorized use of your password or any other breach of security related to the Services. Mondopoint reserves the right to require you to alter your password if Mondopoint believes that your password is no longer secure. You agree that you will be solely responsible for any loss or damage you suffer as a result of your failure to adequately safeguard your password.

11. Third Party Services

Mondopoint may integrate with or provide links to certain third party Internet sites and services (collectively, such third parties, “Partners”). The Partner services made available through the Services or the integration of such sites and services with the Services are for your convenience only and do not signify the endorsement by Mondopoint of such Partner sites or services. YOU AGREE THAT TO THE EXTENT PERMITTED UNDER APPLICABLE LAW, MONDOPOINT WILL HAVE NO RESPONSIBILITY OR LIABILITY FOR ANY ACTS OR OMISSIONS BY PARTNERS, ANY PARTNER SERVICES OR SITES, OR ANY INFORMATION OR OTHER MATERIALS FOUND AT ANY OTHER WEBSITE OR INTERNET RESOURCE. YOU AGREE TO INDEMNIFY MONDOPOINT, ITS AFFILIATES AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS FROM ANY AND ALL CLAIMS, DAMAGES, EXPENSES, FEES, LIABILITIES, AND LOSSES, INCLUDING ATTORNEYS’ FEES, ARISING FROM YOUR USE OF ANY PARTNER PRODUCTS OR MATERIALS.

12. Disclaimer of Warranties; Limitation Of Liability

YOU EXPRESSLY AGREE THAT USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MONDOPOINT EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES AND ALL PARTNER SERVICES (INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR USE OR PURPOSE, AND NON-INFRINGEMENT). YOU ACKNOWLEDGE THAT ACCESS TO DATA (INCLUDING, BUT NOT LIMITED TO, YOUR GRAPHS, DOCUMENTS, AND FILES) STORED BY YOU OR OTHERS ON THE SERVICES IS NOT GUARANTEED AND THAT MONDOPOINT WILL NOT BE RESPONSIBLE TO YOU FOR ANY LOSS OF DATA CAUSED BY THE SERVICES OR UNAVAILABILITY THEREOF. YOU UNDERSTAND AND AGREE THAT ANY DATA, SERVICES AND/OR INFORMATION DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS DONE AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE ARISING THEREFROM. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MONDOPOINT OR THROUGH THE SERVICES WILL CREATE ANY WARRANTY FROM MONDOPOINT NOT EXPRESSLY MADE HEREIN.

UNDER NO CIRCUMSTANCES WILL MONDOPOINT OR ITS OFFICERS, EMPLOYEES, DIRECTORS, SHAREHOLDERS, AGENTS, OR LICENSORS BE LIABLE UNDER ANY THEORY OF LIABILITY (WHETHER IN CONTRACT, TORT, STATUTORY, OR OTHERWISE) FOR ANY DAMAGES WHATSOEVER, INCLUDING DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF MONEY, REVENUES, PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF SUCH PARTIES WERE ADVISED OF, KNEW OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM YOUR (OR ANYONE USING YOUR ACCOUNT’S) USE OF THE SERVICES.

IN ANY EVENT, THE MAXIMUM TOTAL LIABILITY OF MONDOPOINT, ITS SUPPLIERS, LICENSORS, PARENT, OR AFFILIATES AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, AND ASSIGNEES OR SUCCESSORS-IN-INTEREST, FOR ANY CLAIM WHATSOEVER RELATING IN ANY WAY TO THESE TERMS, INCLUDING CLAIMS FOR BREACH OF CONTRACT, TORT (INCLUDING, NEGLIGENCE OR STRICT LIABILITY) OR OTHERWISE, AND YOUR SOLE REMEDY SHALL BE AN AWARD FOR DIRECT, PROVABLE DAMAGES NOT TO EXCEED ONE THOUSAND DOLLARS ($1000.00).

Some jurisdictions do not allow the exclusion of certain warranties or the limitation or exclusion of liability for certain damages. Accordingly, some of the above limitations and disclaimers may not apply to you. To the extent that Mondopoint may not, as a matter of applicable law, disclaim any implied warranty or limit its liabilities, the scope and duration of such warranty and the extent of Mondopoint’s liability will be the minimum permitted under such applicable law.

13. Indemnification

You agree to indemnify, defend, and hold harmless Mondopoint and its officers, directors, employees, consultants and agents from and against any and all claims, liabilities, damages, losses, costs, expenses, fees (including reasonable attorneys’ fees) that such parties may incur as a result of or arising from your (or anyone using your account’s) use of the Services or violation of these Terms. Mondopoint reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, and in such case, you agree to cooperate with Mondopoint’s defense of such claim.

14. Trademarks

“Mondopoint” and the Mondopoint logo, and certain other of the names, logos, and materials displayed in the Services, may constitute trademarks, trade names, or service marks (“Marks”) of Mondopoint or other entities. You are not authorized to use any such Marks. Ownership of all such Marks and the goodwill associated therewith remains with Mondopoint or those other entities. You may not remove or alter any Marks as they appear on the Services.

15. Ownership of Services

The content on the Services (the “Content”), including without limitation, the database, text and graphics, is protected under United States and international copyright laws, is subject to other intellectual property and proprietary rights and laws, and is owned by Mondopoint or its licensors or customers. Other than with respect to your own Customer Data, (a) the Content may not be copied, modified, reproduced, republished, posted, transmitted, sold, offered for sale, or redistributed in any way without the prior written permission of Mondopoint and its applicable licensors; and (b) you must abide by all copyright notices, information, or restrictions contained in or attached to any Content.

16. Ethical Considerations

Mondopoint is committed to the highest possible standards of ethical, moral and legal business conduct. In conjunction with this commitment and Mondopoint’s commitment to open communication, serious concerns relating to financial reporting, unethical or illegal conduct, can be reported anonymously at: http://www.lighthouse-services.com/mondopoint.

17. Miscellaneous

a) Entire Agreement. These Terms, together with any additional terms to which you or the organization on whose behalf you may be using the Services agree, constitute the entire and exclusive and final statement of the agreement between you and Mondopoint with respect to the subject matter hereof, and govern your use of the Services, superseding any prior agreements or negotiations between you and Mondopoint with respect to the subject matter hereof.

b) Choice of Law; Agreement to Arbitrate. The interpretation of these Terms and the resolution of any disputes relating to these Terms will be governed by the laws of the State of Illinois without regard to any conflicts of laws provisions. All disputes arising out of, or relating to, these Terms (including formation, performance, breach, enforceability, and validity of these Terms) or our operation of the Services shall be resolved by final and binding arbitration to be held in the English language in Chicago, Illinois pursuant to the rules of the American Arbitration Association. The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any dispute relating to the interpretation, applicability, enforceability, or formation of these Terms, including, but not limited to, any claim that all or any part, of these Terms is void or voidable. Further, if you are located outside of the United States, we retain the right to bring proceedings against you for breach of these Terms in your country of residence or any other appropriate country.

Without prejudice to the agreement to resolve disputes in binding arbitration set forth in the previous paragraph, either party to these Terms may obtain preliminary injunctive relief in the Circuit Court of Cook County, Illinois, located in the City of Chicago, Illinois, for the purpose of enforcing any of the terms of these Terms pending a final determination in arbitration or permanent relief for the purpose of enforcing arbitral awards.

c) Relationship of Parties. The parties acknowledge that this is a business relationship based on the express provisions of these Terms and no partnership, joint venture, agency, fiduciary or employment relationship is intended or created by these Terms. Neither party is the legal representative or agent of, nor has the power or right to obligate, direct or supervise the daily affairs of the other party, and neither party shall act, represent or hold itself out as such.

d) Assignment. You shall not assign or transfer these Terms or any rights or obligations under these Terms without Mondopoint’s prior written consent. A change in control constitutes an assignment under these Terms. Any unauthorized assignment or transfer shall be void and constitutes ground for immediate termination of these Terms by Mondopoint. These Terms binds and inures to the benefit of the Parties and their respective permitted successors and permitted assigns.

e) Severability. If any provision, or part thereof, of these Terms become or is declared invalid, illegal or unenforceable in any respect under any law, such provision, or part thereof, shall be null and void, and deemed deleted from these Terms. The validity, legality and enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired.

f) No Waiver. Any waiver is only valid to the extent expressly set forth in writing. No waiver by either party of any right under these Terms shall constitute a subsequent or continuing waiver of such right or any other rights under these Terms.

g) Injunction. You acknowledge that the Services are a valuable commercial product, the development of which involved the expenditure of substantial time and money. Any violation of the licenses granted hereunder, confidentiality obligations or infringement or misappropriation of Mondopoint’s intellectual property rights shall be deemed a material breach of these Terms, for which Mondopoint may not have adequate remedy in money or damages, and Mondopoint shall be entitled to injunctive relief, in addition to (and not in lieu of) such further relief as may be granted by a court of competent jurisdiction, without the requirement of posting a bond or providing an undertaking.

h) System Unavailability. There may be times when the Services are unavailable due to technical errors or for maintenance and support activities. We do not represent, warrant, or guarantee that the Services will always be available or are completely free of human or technological errors.

i) Errors. The Services may contain typographical mistakes, inaccuracies, or omissions and some information may not be complete or current. We expressly reserve the right to correct any errors, inaccuracies, or omissions and to change or update information at any time without prior notice. We do not make any representation or warranty concerning errors, omissions, delays, or defects in the Services or any information supplied to you via the Services, or that files available through Services are free of viruses, worms, Trojan horses, or other code that include or manifest contaminating or destructive characteristics.

j) Compatibility. You must provide the equipment and Internet connections necessary to access the Services at your own expense. We do not guarantee that the Services will operate with your computer, tablet, mobile device, network, installed software, internet or mobile carrier service plans, or with any particular computer or other piece of hardware, software, equipment, or device you install on or use with your computer.

k) Survival. The following sections shall survive the expiration or termination of these Terms: 2 (Developments & Feedback); 3 (Your Responsibilities); 4 (Customer Data); 5 (Copyright Infringement); 11 (Third Party Services); 12 (Disclaimer of Warranties; Limitation on Liability); 13 (Indemnification); 15 (Ownership of Services); and 16 (Miscellaneous).