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End-User License Agreement (“Agreement”)

End-User License Agreement (“Agreement”)

Last updated:  July 24, 2019

Please read this End-User License Agreement (“Agreement”) carefully before clicking the “I Agree” button, downloading or using Matter (“Application”).

By clicking the “I Agree” button, downloading or using the Application, you are agreeing to be bound by the terms and conditions of this Agreement.

This Agreement is a legal agreement between you (either an individual or a single entity) and Candid Labs, Inc.  (“Candid Labs,” “we,” “us,” and “our”) and it governs your use of the Application made available to you by Candid Labs.  For purposes of this Agreement, “Party” or “Parties” means, collectively, Candid Labs and you.

If you do not agree to the terms of this Agreement, do not click on the “I Agree” button and do not download or use the Application.

The Application is licensed, not sold, to you by Candid Labs for use strictly in accordance with the terms of this Agreement.

License

Subject to and conditioned on your compliance with the terms and conditions of this Agreement, Candid Labs grants you a revocable, non-exclusive, non-transferable, limited license to access the features and functions of the Application during the subscription term, solely for use by authorized users for which you have paid applicable fees, in accordance with the terms and conditions herein. Such use is limited solely to your internal use.  The subscription term and total amount of authorized users will be set forth in the applicable quote/service order executed by an authorized representative of Candid Labs.

Restrictions

You agree not to, and you will not permit others to:

  • license, sell, rent, lease, assign, distribute, transmit, host, outsource, disclose or otherwise commercially exploit the Application or make the Application available to any third party.
  • modify, make derivative works of, disassemble, decrypt, reverse compile or reverse engineer any part of the Application.
  • remove, alter or obscure any proprietary notice (including any notice of copyright or trademark) of Candid Labs or its affiliates, partners, suppliers or the licensors of the Application.
  • copy or duplicate any part of the Application, including sharing screenshots and downloads publicly or otherwise outside of your organization.
  • interfere or attempt to interfere in any manner with the functionality or proper working of the Application.
  • permit usage of the Application by more than the number of authorized users than for which you have contracted for under this Agreement.
  • use the Application other than in accordance with all laws, rules and regulations.
  • use the Application, and any provided documentation or related materials for analytical or research purposes to be used or disclosed outside of your organization, or for any benchmarking purposes.
  • use the Application, and any provided services, documentation or other related materials if you are, or the organization which you represent is, a competitor of Candid Labs.

 

Additionally, you are not authorized to provide, or otherwise send to or communicate to, a competitor of Candid Labs any information gained from your access and use of the Application.

Intellectual Property

Candid Labs retains all right, title, and interest in and to the Application and its components, and you acknowledge that you neither own nor acquire any additional rights in and to the foregoing other than the rights set forth above.

Your Suggestions

Any feedback, comments, ideas, improvements or suggestions (collectively, “Suggestions”) provided by you to Candid Labs with respect to the Application shall remain the sole and exclusive property of Candid Labs and you hereby irrevocably assign all right, title, and interest in and to such Suggestions to Candid Labs.

Candid Labs shall be free to use, copy, modify, publish, or redistribute the Suggestions for any purpose and in any way without any credit or any compensation to you.

Modifications to Application

Candid Labs reserves the right to modify, suspend or discontinue, temporarily or permanently, the Application or any service to which it connects, with or without notice and without liability to you.

Updates to Application

Candid Labs may from time to time provide enhancements or improvements to the features/functionality of the Application, which may include patches, bug fixes, updates, upgrades and other modifications (“Updates”).

Updates may modify or delete certain features and/or functionalities of the Application.  You agree that Candid Labs has no obligation to (i) provide any Updates, or (ii) continue to provide or enable any particular features and/or functionalities of the Application to you.

You further agree that all Updates will be (i) deemed to constitute an integral part of the Application, and (ii) be subject to the terms and conditions of this Agreement.

Third-Party Services

The Application may display, include or make available third-party content (including data, information, applications and other products or services) or provide links or enable access to third-party websites or services (“Third-Party Services”).  You acknowledge that to make use of such Third-Party Services that it may be necessary to provide us with certain access credentials (“Access Credentials”) necessary to access your accounts for such Third-Party Services.  To the extent that you provide us such access, you agree that Candid Labs may use such Access Credentials for purposes of making available the Application and other services to you in accordance with this Agreement.  You represent that you are entitled to disclose your Access Credentials to Candid Labs and grant Candid Labs access to your accounts for such Third-Party Services (including, but not limited to, for use for the purposes described herein) without breach by you of any of the terms and conditions that govern your use of the applicable Third-Party Services and without obligating Candid Labs to pay any fees or making Candid Labs subject to any usage limitations imposed by such Third-Party Services providers.

You acknowledge and agree that Candid Labs shall not be responsible for any Third-Party Services, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, security, decency, quality or any other aspect thereof.  Candid Labs does not assume and shall not have any liability or responsibility to you or any other person or entity for any Third-Party Services.  Please note that your relationship with Third-Party Services providers is governed solely by your agreement(s) with such providers, and Candid Labs disclaims any liability for personally identifiable information that may be provided to it by such Third-Party Services providers in violation of the privacy settings that you have set up in your accounts.

Third-Party Services and links thereto are provided solely as a convenience to you and you access and use them entirely at your own risk and subject to such third parties’ terms and conditions.

Privacy Policy

Candid Labs collects, stores, maintains, and shares information about you in accordance with its Privacy Policy, which is available at https://www.matter.cloud/privacy.  By accepting this Agreement, you acknowledge that you hereby agree and consent to the terms and conditions of our Privacy Policy.

Security

Candid Labs takes security seriously.  For a list of how we protect your credentials, please visit https://www.matter.cloud/security

Term and Termination

This Agreement shall remain in effect until terminated by you or Candid Labs.

Candid Labs may, in its sole discretion, at any time and for any or no reason, suspend or terminate this Agreement with or without prior notice.

This Agreement will terminate immediately, without prior notice from Candid Labs, in the event that you fail to comply with any provision of this Agreement.  You may also terminate this Agreement by deleting the Application and all copies thereof from your mobile device or from your computer.

Upon termination of this Agreement, you shall (a) cease all use of the Application and delete all copies of the Application from your company systems, mobile devices, cloud environments, as well as any computer storage or any other media including, but not limited to, online and off-line libraries; and (b) promptly pay to Candid Labs all amounts due and payable hereunder.

Termination of this Agreement will not limit any of Candid Labs’ rights or remedies at law or in equity in case of breach by you (during the term of this Agreement) of any of your obligations under the present Agreement.

Fees and Expenses; Payment

In consideration for the rights granted to you and the performance of your obligations under this Agreement, you shall pay to Candid Labs, without offset or deduction, all fees within thirty (30) days after an invoice is issued to you by Candid Labs.  You will be responsible for payment of any applicable sales, use, and other taxes and all applicable export and import fees, customs duties, and similar charges (other than taxes based on Candid Labs’ income), and any related penalties and interest arising from the grant of rights hereunder, or the delivery of related services.  Any portion of any amount payable hereunder that is not paid when due will accrue interest at one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less, from the due date until paid.

Indemnification

You agree to indemnify, hold harmless, and, at our option, defend Candid Labs and its parents, subsidiaries, affiliates, officers, employees, agents, partners and licensors (if any) harmless from any claim or demand, including reasonable attorneys’ fees, due to or arising out of your:  (a) use of the Application; (b) violation of this Agreement or any law or regulation; or (c) violation of any right of a third party, provided that you will not settle any third-party claim against Candid Labs without our prior written consent, and further provided that Candid Labs will have the right, at its option, to defend itself against any such claim or to participate in the defense thereof by counsel of its own choice.

No Warranties

The Application is provided to you “AS IS” and “AS AVAILABLE” and with all faults and defects without warranty of any kind. To the maximum extent permitted under applicable law, CANDID LABS, on its own behalf and on behalf of its affiliates and its and their respective licensors and service providers, expressly disclaims all warranties, whether express, implied, statutory or otherwise, with respect to the Application, including all implied warranties of merchantability, fitness for a particular purpose, title and non-infringement, and warranties that may arise out of course of dealing, course of performance, usage or trade practice.  Without limitation to the foregoing, CANDID LABS provides no warranty or undertaking, and makes no representation of any kind that the Application will meet your requirements, achieve any intended results, be compatible or work with any other software, applications, systems or services, operate without interruption, meet any performance or reliability standards or be SECURE, error free or that any errors or defects can or will be corrected.

Without limiting the foregoing, neither CANDID LABS nor any CANDID LABS’ VENDOR makes any representation or warranty of any kind, express or implied:  (i) as to the operation or availability of the Application, or the information, content, and materials or products included thereon; (ii) that the Application will be uninterrupted or error-free; (iii) as to the accuracy, reliability, or currency of any information or content provided through the Application; or (iv) that the Application, its servers, the content, or e-mails sent from or on behalf of CANDID LABS are free of viruses, scripts, trojan horses, worms, malware, timebombs or other harmful components.

Some jurisdictions do not allow the exclusion of or limitations on implied warranties or the limitations on the applicable statutory rights of a consumer, so some or all of the above exclusions and limitations may not apply to you.

Limitation of Liability

EXCEPT AS EXPRESSLY PROVIDED FOR IN THIS AGREEMENT, IN NO EVENT WILL CANDID LABS OR ITS LICENSORS AND VENDORS BE LIABLE TO YOU FOR ANY INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, REGARDLESS OF THE NATURE OF THE CLAIM, INCLUDING, WITHOUT LIMITATION, LOST PROFITS, COSTS OF DELAY, ANY FAILURE OF DELIVERY, BUSINESS INTERRUPTION, COSTS OF LOST OR DAMAGED DATA OR DOCUMENTATION, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE, EVEN IF CANDID LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  THIS LIMITATION UPON DAMAGES AND CLAIMS IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.  THE CUMULATIVE LIABILITY OF CANDID LABS TO YOU FOR ALL CLAIMS ARISING FROM OR RELATING TO THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY CAUSE OF ACTION SOUNDING IN CONTRACT, TORT, OR STRICT LIABILITY, WILL NOT EXCEED THE TOTAL AMOUNT OF ALL FEES PAID TO CANDID LABS BY YOU UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.  THIS LIMITATION OF LIABILITY IS INTENDED TO APPLY WITHOUT REGARD TO WHETHER OTHER PROVISIONS OF THIS AGREEMENT HAVE BEEN BREACHED OR HAVE PROVEN INEFFECTIVE.

Some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to you.

Severability

If any provision of this Agreement is held to be unenforceable or invalid, such provision will be changed and interpreted to accomplish the objectives of such provision to the greatest extent possible under applicable law and the remaining provisions will continue in full force and effect.

Waiver

Except as provided herein, the failure to exercise a right or to require performance of an obligation under this Agreement shall not affect a Party’s ability to exercise such right or require such performance at any time thereafter nor shall the waiver of a breach constitute a waiver of any subsequent breach.

Force Majeure

Neither Party shall be liable for any failure or delay in performance of this Agreement to the extent the failure or delay is caused by fire, flood, earthquake, or other acts of God or nature, civil disorder, war, riots, failure of communications lines, or any other similar cause or event beyond the reasonable control of a Party (a “Force Majeure Event”).  In the event of any failure or delay caused by the foregoing, the affected Party shall give reasonable notice to the other Party, stating the period of time the occurrence is expected to continue and use reasonable efforts to proceed with the performance of its obligations once the Force Majeure Event is no longer affecting such performance.

For U.S. Government End Users

The Application and related documentation are “Commercial Items”, as that term is defined under 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation”, as such terms are used under 48 C.F.R. §12.212 or 48 C.F.R. §227.7202, as applicable.  In accordance with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202-1 through 227.7202-4, as applicable, the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. Government end users (a) only as Commercial Items and (b) with only those rights as are granted to all other end users pursuant to the terms and conditions herein.

Export Compliance

You may not export or re-export the Application except as authorized by United States law and the laws of the jurisdiction in which the Application was obtained.

In particular, but without limitation, the Application may not be exported or re-exported (a) into or to a nation or a resident of any U.S. embargoed countries or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce Denied Person’s List or Entity List.

By installing or using any component of the Application, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Independent Contractor

In making and performing this Agreement, the Parties act and will act at all times as independent contractors, and, except as expressly set forth herein, nothing contained in this Agreement will be construed or implied to create an agency, partnership, or employer and employee relationship between them.

Assignment

You shall not assign any of your rights or delegate any of your duties under this Agreement without the express, prior written consent of Candid Labs, and, absent such consent, any attempted assignment or delegation will be null, void, and of no effect.  Candid Labs may assign its rights and obligations under this Agreement, at any time, without consent, upon notice to you.

Amendments to this Agreement

Candid Labs reserves the right, at its sole discretion, to modify or replace this Agreement at any time.  If a revision is material we will provide at least thirty (30) days’ notice to you prior to any new terms taking effect.  What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Application after any revisions become effective, you agree to be bound by the revised terms.  If you do not agree to the new terms, you are no longer authorized to use the Application.

Governing Law

The laws of the State of Georgia, United States of America, excluding its conflicts of law rules, shall govern this Agreement and your use of the Application.  Your use of the Application may also be subject to other local, state, national, or international laws.  For purposes of all claims brought under this Agreement, each of the Parties hereby irrevocably submits to the exclusive jurisdiction of the state and federal courts located in Fulton County, Georgia.

This Agreement shall not be governed by the United Nations Convention on Contracts for the International Sale of Goods.

Contact Information

If you have any questions about this Agreement, please contact us at info@matter.cloud.

Entire Agreement

The Agreement constitutes the entire agreement between you and Candid Labs regarding your use of the Application and supersedes all prior and contemporaneous written or oral agreements between you and us.

You may be subject to additional terms and conditions that apply when you use or purchase other Candid Labs services, which Candid Labs will provide to you at the time of such use or purchase.