Commercial Terms & Conditions
These Maxitech Terms and Conditions (the “Terms”) constitute a binding agreement between you and Maxitech Inc., a San Francisco corporation with offices at 535 Mission St. 14th Floor San Francisco, CA USA 94105 (“Maxitech”,”we”, or “us”) with respect to your access to and use of the Service (as defined herein). The Service is offered subject to your acceptance, without modification, of all terms and conditions set forth herein.
PLEASE READ THESE TERMS CAREFULLY. BY CLICKING “I ACCEPT”, BY ACCESSING OR USING THE SERVICE IN ANY MANNER, OR BY PLACING ANY ORDER, YOU:
(B) AFFIRM THAT YOU ARE AT LEAST 18 YEARS OF AGE (OR HAVE REACHED THE AGE OF MAJORITY IN THE JURISDICTION WHERE YOU RESIDE); AND
(C) IF YOU ARE ACCEPTING THESE TERMS ON BEHALF OF A COMPANY OR OTHER ORGANIZATION, REPRESENT AND WARRANT THAT YOU HAVE THE ORGANIZATIONAL AND LEGAL AUTHORITY TO ACCEPT THESE TERMS ON SUCH COMPANY’S OR OTHER ORGANIZATION’S BEHALF AND TO BIND SUCH COMPANY OR ORGANIZATION.
IF YOU DO NOT AGREE TO THIS AGREEMENT, DO NOT ACCESS, USE, OR ORDER THE SERVICE OR ANY CONTENT (AS DEFINED HEREIN).
MAXITECH MAY REFUSE ACCESS TO OR USE OF THE SERVICE OR ANY CONTENT FOR NONCOMPLIANCE WITH ANY PART OF THIS AGREEMENT. THIS AGREEMENT IS VOID WHERE PROHIBITED BY LAW, AND ANY RIGHTS TO ACCESS OR USE THE SERVICES ARE REVOKED IN SUCH JURISDICTIONS.
“You” as used herein means the natural person or entity that has agreed to be bound by this Agreement, including, without limitation, (i) enterprises that purchase or otherwise register for access to the Service on a subscription or other basis (a “Purchaser”), or (ii) individual employees or representatives of a Purchaser who access or use the Service as authorized users of such Purchaser (an “Authorized User”).
1. The Service
Maxitech owns and operates an online service/platform called Entrapeer (“Entrapeer”) through a website with a homepage at https://entrapeer.com, its subdomains and/or other websites, and any associated mobile applications as may be designated by Maxitech for use with such services from time to time (the “Site”), including all features, content, tools, applications, application program interfaces (“API”), widgets and other tools and services included thereon (collectively, the “Service”), which service enables the search, viewing, and retrieval of certain data included within Maxitech’s proprietary data compilation (the “Content”).
The scope of your access to the Service and your rights with respect to the Content may be determined or otherwise limited by the terms of the applicable Subscription Plan (as defined herein) selected by Purchaser and which may be identified and described on an order document submitted by Purchaser and accepted by Maxitech and incorporating these Terms (an “Order”). Maxitech may choose not to accept Orders at its sole and absolute discretion.
2. Modifications to the Agreement
3. User Accounts
In order to access and use the Service or certain features or functionality thereof, you may be required to establish an Entrapeer user account (a “User Account”). In creating your User Account, you will be required to provide certain information, which may include your first and last name, email address, and password. You must ensure that all information you provide over Entrapeer to Maxitech with respect to your User Account is complete and accurate, and that all such information remains up-to-date. You are responsible and liable for all activities conducted through your User Account (or, if you are a Purchaser, through the User Accounts of your Authorized Users), regardless of who conducts those activities. You are responsible for maintaining the confidentiality of any user IDs, passwords and other credentials associated with your User Account, and shall immediately notify Maxitech of any actual or suspected unauthorized access to or use of your User Account or any associated user IDs, passwords, and other credentials. In the event that any notification is required hereunder, Maxitech may contact you via email at any email address listed for your User Account.
4. Use Rights
a. Access to the Service
Subject to and conditioned upon Purchaser’s compliance with the terms and conditions of this Agreement, Maxitech will provide to Purchaser’s Authorized Users access to and use of the Service, in accordance with Purchaser’s Subscription Plan and during Purchaser’s paid-up subscription period set forth in the Order (and any renewals under Section 6), solely for Purchaser’s internal business purposes.
b. Content License
Subject to and conditioned upon Purchaser’s compliance with the terms and conditions of this Agreement, Maxitech hereby grants to Purchaser a non-exclusive, non-sublicensable, non-transferable, revocable right and license, during Purchaser’s paid-up subscription period set forth in the Order (and any renewals under Section 6), to access and use, through its Authorized Users and in accordance with the terms and conditions of this Agreement and Purchaser’s Subscription Plan, that certain Content more specifically described in the Order, solely for the purposes permitted in Section 4(d).
c. Usage Limitations
Purchaser and its Authorized Users’ use and access to the Service and any Content is subject to any usage limitations indicated in the Order or in the relevant Subscription Plan (including, without limitation and where applicable, limitations relating to the maximum number of Authorized Users or the maximum number of API calls). Additionally, Maxitech may suspend or terminate Purchaser’s or any Authorized User’s access to the Service or any Content if Maxitech determines that Purchaser or such Authorized User has violated any term or condition of this Agreement. Purchaser is liable to Maxitech for any violation of the terms and conditions of this Agreement by Purchaser or any Authorized User.
d. Authorized Uses
Except where otherwise expressly set forth in an applicable Order, Purchaser and its Authorized Users may only access and use Content for Purchaser’s internal business purposes, which may include the creation of Derivative Works for Purchaser’s internal use. In the event that any additional uses are expressly authorized under the applicable Order, such uses shall be subject to such restrictions and limitations set forth in the Order, including, where applicable, compliance with the attribution requirements set forth in Section 13. For purposes of these Terms, “Derivative Works” shall mean a work that has been developed by Purchaser by combining and aggregating certain information from the Content with information from other data sources, such that the output cannot be reverse-engineered or altered to reveal the Content or any individual data source. For the avoidance of doubt, Derivative Works shall not include any databases or datasets developed by Provider which incorporate all or large portions of the Content made available to Purchaser hereunder.
You shall not and shall not attempt to (and, if you are a Purchaser, you shall not permit any Authorized User or other third party to, nor to attempt to): (i) copy, reproduce, modify, decompile, disassemble, or reverse engineer the Service or any associated software or materials, or (except where otherwise expressly authorized in an applicable Order) copy, reproduce, modify, decompile, disassemble, or reverse engineer any Content (but, in all cases, except to the extent that applicable law prohibits or restricts reverse engineering restrictions); (ii) provide any third parties with access to any of the Service, or (except where expressly authorized in an applicable Order) use any of the Service or Content for time sharing or similar purposes for the benefit of any third party; (iii) except where expressly authorized in an applicable Order, remove any copyright or proprietary notices contained in the Service or any output thereof; (iv) breach, disable or tamper with, or develop or use (or attempt) any workaround for, any security measure provided or used by the Service; (v) access the Service or Content via any bot, web crawler or non-human user; (vi) access or use (or permit a third party to access or use) the Service or Content for any unlawful purpose or for purposes of monitoring the availability, performance or functionality of the Service or for any other benchmarking or competitive purposes; (vii) present the Service or Data so that it appears to be made available to third parties; (viii) access the Service or Data in bulk, or resell or redistribute the Service or Content; (ix) access or use the Service in a manner that could cause the Service to be a substitute for the Service to a third party, or to affect Maxitech’s ability to realize revenue in connection with the Service or Content; or (x) make any use of, or take any other action with respect to, the Site, Service, or Content, or any component thereof, in a manner that (1) violates applicable law, (2) infringes, misappropriates, or otherwise violates any intellectual property right or other right of any person, (3) is, or is likely to be construed as, defamatory, harmful, fraudulent, deceptive, threatening, harassing, or obscene, or (4) violates any provision of this Agreement.
6. Technical Requirements
You acknowledge and agree that the access to and use of the Service by you and any Authorized User is dependent upon access to telecommunications and Internet services. You acknowledge that Maxitech is not responsible for acquiring or maintaining any telecommunications or Internet services or other hardware or software that you or any Authorized User may need to access and use the Service or Content, or for any costs, fees, expenses, or taxes of any kind related to the foregoing.
7. Term and Termination
Unless otherwise set forth in the Order, (i) the initial subscription period for your Subscription Plan shall be one (1) year, and (ii) your Subscription Plan will automatically renew for additional subscription terms of the same length upon expiration of your initial subscription term, unless and until you cancel, or we terminate, your Subscription Plan (a “Renewal”). Notwithstanding the foregoing, this Agreement shall remain in full force and effect while you use the Service.
Maxitech may terminate or restrict your access (or the access of any Authorized User) to any or all of the Service, Content, or your User Account, for any reason, and without warning, and Maxitech reserves the right to discontinue or modify any aspect of the Service or Content at any time. In addition, you may cancel your Subscription Plan at any time by contacting us at [email protected]. If you cancel your Subscription Plan, you will continue to have access to the Service and Content for the remainder of any subscription period for which you have already paid. Any termination of these Terms is without prejudice to any rights and obligations of the parties accrued up to and including the date of termination.
c. Effect of Termination
Immediately upon the expiration of your paid-up subscription term or our earlier termination of your Subscription Plan, all rights and licenses granted to you hereunder automatically terminate, and you must (and if you are a Purchaser, you shall ensure that each of your Authorized Users): (i) immediately cease all access to and use of the Service; (ii) except as expressly set forth in the following sentence, destroy any and all Content in your possession or control or that has otherwise been accessed by you or an Authorized User hereunder; and (iii) promptly pay to Maxitech any fees or other amounts payable by you but unpaid as of the effective date of such termination.
The terms of the following Sections shall survive any expiration or earlier termination of this Agreement: Sections 5, 7(c)-(d), 8(e), 9-12, 15-20, 22-24.
8. Fees and Payment
a. Subscription Plans
The Service may be offered on a seated or API-access basis, as determined by the scope of the individual service plan selected by Purchaser and identified on the Order (a “Subscription Plan”). We may modify, terminate, or replace the Service, Content, or any Subscription Plan from time to time in our sole discretion and without prior notice. You should carefully review the scope and limitations of any Subscription Plan prior to submitting an Order.
b. Subscription Fees
As consideration for Maxitech’s provision of the Service and Content hereunder, Purchaser will pay to Maxitech all subscription fees and other amounts set forth hereunder or in the Order. By providing a Payment Method to Maxitech, Purchaser is expressly authorizing Maxitech to charge Purchaser the subscription fees and other amounts applicable to Purchaser’s Subscription Plan at the applicable frequency and at the then-current rate. Unless otherwise expressly set forth in the Order, the subscription fees applicable to Purchaser’s Subscription Plan shall be as posted at https://entrapeer.com/pricing as of the payment due date. Maxitech will bill all applicable subscription fees and other amounts in advance and to the Payment Method Purchaser provides during registration or in the Order (or to a different Payment Method if Purchaser advises us in writing of a change and provides an alternate, valid Payment Method). ALL SUBSCRIPTION FEES ARE FULLY EARNED UPON PAYMENT AND ARE NON-REFUNDABLE. MAXITECH DOES NOT PROVIDE REFUNDS OR CREDITS WITH RESPECT TO THE SERVICE OR ANY SUBSCRIPTION PLAN, INCLUDING FOR ANY PARTIALLY-USED SUBSCRIPTION TERMS.
Purchaser shall be charged all applicable subscription fees and other amounts set forth herein with respect to any Renewal hereunder. YOU MUST CANCEL YOUR SUBSCRIPTION PLAN BEFORE IT RENEWS FOR A RENEWAL SUBSCRIPTION PERIOD IN ORDER TO AVOID BILLING OF SUBSCRIPTION FEES FOR THE RENEWAL SUBSCRIPTION PERIOD TO YOUR PAYMENT METHOD.
d. Fee Changes
Purchaser acknowledges that the amount billed each subscription period may vary due to promotional offers and/or changes made by Maxitech. In the event of any upgrade or downgrade of your Subscription Plan, the Payment Method will automatically be charged the new rate for your next billing cycle if the Purchaser is not on invoicing. MAXITECH WILL NOT PROVIDE ANY REFUNDS OR CREDITS FOR ANY UPGRADE OR DOWNGRADE OF A SUBSCRIPTION PLAN.
The fees specified in this Agreement are exclusive of taxes, duties, levies, tariffs, and other governmental charges (including, without limitation, VAT) (collectively, “Taxes”). Purchaser shall be responsible for payment of all Taxes and any related interest and/or penalties resulting from any payments made hereunder, other than any taxes based on Purchaser’s net income.
Maxitech may offer from time to time promotions on the Site or with respect to the Service that may affect pricing and that are governed by terms and conditions separate from these Terms. If there is a conflict between the terms for a promotion and these Terms, the promotion terms will govern.
9. Content Security
Purchaser shall use all reasonable legal, organizational, physical, administrative and technical measures, and security programs and procedures to safeguard and ensure the security of all Content accessed by or through Purchaser or any Authorized User hereunder, and to protect such Content from unauthorized access, disclosure, duplication, use, modification, or loss.
10. Purchaser Back-up
You agree and acknowledge that Maxitech is not a provider of data back-up or archiving services. As between you and Maxitech, you are solely and exclusively responsible for the backing up and archiving of all Content that you access or use hereunder and for any other of your information, data, or materials that you access or use in connection with the Service or Content. Maxitech does not make any representations, warranties or guarantees that the Content or any of your information, data or materials will not be lost, altered, destroyed, damaged, or corrupted. MAXITECH HAS NO OBLIGATION OR LIABILITY FOR ANY LOSS, ALTERATION, DESTRUCTION, DAMAGE, CORRUPTION, OR RECOVERY OF ANY CONTENT OR OTHER INFORMATION, DATA, OR MATERIALS ACCESS THROUGH OR IN CONNECTION WITH THE SERVICE.
11. Intellectual Property
a. Maxitech Intellectual Property
As between you and Maxitech, the Service, Site, Content, and all software and other technologies embodied in or used to provide the same, and all intellectual property rights therein or relating thereto, are and shall remain the exclusive property of Maxitech. You further acknowledge that: (i) the Content is an original compilation protected by United States copyright laws; (ii) Maxitech has dedicated substantial resources to collect, manage and compile the Content; and (iii) the Content constitutes trade secrets of Maxitech.
b. Usage Data
Maxitech owns the statistical usage data derived from the operation of the Site or the Service, including performance results for the Service (“Usage Data”). Maxitech may use the Usage Data to maintain, optimize and improve the Service, to develop, improve, or offer other Maxitech products or services, or to otherwise operate Maxitech’s business.
To the extent you provide Maxitech with any suggestions, feature requests, evaluation results, feedback, or other input in relation to any aspect of the Site or Service (collectively, “Feedback”), you hereby assign and agree to assign to Maxitech all right, title and interest in and to such Feedback, including any intellectual property rights therein, and agree that Maxitech will be free to use such Feedback in any manner, including by implementing such Feedback in the Service and/or Maxitech’s other technologies, products and services, without compensation or other obligation to you.
d. Maxitech Intellectual Property
Maxitech shall retain all right, title and interest, including all intellectual property rights, in and to any and all Content incorporated or embedded in any Derivative Works.
In the event that any Order or specific Subscription Plan requires that you attribute Content to Maxitech, then, except where the applicable Order dictates other attribution requirements, you shall: (i) include a visible URL link to the Maxitech topic page associated with the applicable portion of the Content; and (ii) include the following text in user-visible form: “Data supplied by Maxitech”.
You agree and acknowledge that the Service may be temporarily unavailable due to maintenance or other development activities. Maxitech will use commercially reasonable efforts to provide you with advance notice of any such unavailability, but shall not have any liability to you for any planned or unplanned unavailability or downtime.
15. Disclaimer of Warranties
EXCEPT AS EXPRESSLY PROVIDED HEREIN, THE SITE, SERVICE, AND CONTENT IS PROVIDED “AS IS” AND MAXITECH HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. MAXITECH SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NON-INFRINGEMENT, QUALITY, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. MAXITECH MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE RELIABILITY, AVAILABILITY, TIMELINESS, SUITABILITY, ACCURACY OR COMPLETENESS OF THE SITE, THE SERVICE, THE CONTENT OR THE RESULTS THAT YOU MAY OBTAIN BY USING THE SAME. MAXITECH MAKES NO WARRANTY OF ANY KIND THAT THE SITE, SERVICE, OR CONTENT, OR ANY PRODUCTS OR RESULTS FROM THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON OR ENTITY’S REQUIREMENTS, BE AVAILABLE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, OR BE SECURE, ACCURATE, ERROR-FREE, THAT ANY DEFECT WILL BE CORRECTED, OR THAT THE SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE SITE, SERVICE, OR CONTENT OR ANY OTHER ITEMS OBTAINED THROUGH THE SITE WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS. AS BETWEEN YOU AND MAXITECH, YOU ASSUME ALL RISK IN CONNECTION WITH YOUR USE OF, INTERPRETATION OF, AND RELIANCE ON THE SERVICE AND CONTENT.
You agree to defend, indemnify and hold harmless Maxitech, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns, from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation (and, if you are a Purchaser, the violation by any Authorized User) of this Agreement, including, but not limited to, any access to or use of the Service or Content in any manner not expressly authorized hereunder.
17. Limitation of Liability
IN NO EVENT WILL MAXITECH, ITS AFFILIATES OR THEIR LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS OR DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, ARISING OUT OF OR IN CONNECTION WITH YOUR USE, OR INABILITY TO USE, THE SERVICE, CONTENT, SITE, ANY WEBSITES LINKED TO IT, OR ANY OTHER SERVICES OR ITEMS OBTAINED THROUGH THE SITE OR SUCH OTHER WEBSITES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE. THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. WHERE APPLICABLE LAW DOES NOT RECOGNIZE THE LIMITATION ON LIABILITY AS SET FORTH ABOVE, YOU AGREE THAT MAXITECH’S AGGREGATE LIABILITY TO YOU FOR ANY MATTER ARISING FROM OR RELATING TO THIS AGREEMENT IS CAPPED BY THE GREATER OF (1) THE AMOUNT OF SUBSCRIPTION FEES PAID TO US BY YOU IN THE PRECEDING TWELVE (12) MONTHS, OR (2) $1,000 USD. EACH PROVISION OF THIS AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. THE LIMITATIONS IN THIS SECTION 17 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
18. Governing Law and Jurisdiction
All matters relating to this Agreement or to the Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of California without giving effect to any choice or conflict of law provision or rule (whether of the State of California or any other jurisdiction). Any legal suit, action or proceeding arising out of, or related to, this Agreement or the Service shall be instituted exclusively in the state and federal courts located in San Francisco, California. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
At Maxitech’s sole discretion, it may require you to submit any disputes arising from this Agreement or the Service, including disputes arising from or concerning the interpretation, violation, invalidity, non-performance or termination of the Agreement, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying California law. YOU AND WE AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR OUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. You and we agree that nothing in this Agreement will be deemed to waive, preclude, or otherwise limit your or our right to: (i) bring an individual action in small claims court; (ii) pursue an enforcement action through the applicable federal, state, or local agency, if that action is available; (iii) seek injunctive relief in a court of law; (iv) lodge a complaint or remedy under the EU General Data Protection Regulation; or (v) file suit in a court of law to address an intellectual property infringement claim or to compel or uphold any arbitration decision hereunder.
20. Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THE SERVICE OR THIS AGREEMENT MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES; OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
You may not assign or transfer any rights to any other person without Maxitech’s prior written consent. Any purported assignment in violation of this paragraph is void and of no effect. This Agreement shall be binding on the parties and their permitted successors and assigns. A person who is not a party to this Agreement has no right to benefit under or to enforce any term of this Agreement.
22. Waiver and Severability
No waiver by Maxitech of any term or condition set forth in this Agreement shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of Maxitech to assert a right or provision under this Agreement shall not constitute a waiver of such right or provision. If any provision of this Agreement is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Agreement will continue in full force and effect.
23. Entire Agreement
24. Your Comments and Concerns
The terms of service agreements between users and companies should be an open and honest dialogue for the benefit of both parties. The first step towards that goal is an informed and engaged community. To give feedback or comments relating our Services please contact us at [email protected].