CabinetM may modify the Terms from time to time and each modification will be effective when it is posted on the Service. You agree to be bound to any changes to the Terms through your continued use of the Service.
The terms "we","us","our" and "CabinetM" refer to CabinetM, Inc., a Delaware corporation. The term "you" refers to the customer visiting the Site and/or contributing content on the Site, whether you are a marketing professional, marketing agency, marketing technology company or a general site contributor.
These terms were last updated on February 24, 2020.
Subscriber means any person that has registered for an account on CabinetM.
Paid Subscriber means any person or entity that has entered into a paid annual license agreement with CabinetM.
User refers to someone using the CabinetM platform and may be a Subscriber or Paid Subscriber.
Registered vendor refers to a software company or marketing service provider that has registered on the CabinetM platform in order to provide and showcase their Company and Product profile in the CabinetM directory.
Activation Date means the date on which the Subscription Services are made available to Paid Subscriber via the Internet for use by Paid Subscriber and its Users in accordance with this Agreement.
Ancillary Services means any implementation, installation, support, training, consulting, custom development or other professional services provided by CabinetM to Paid Subscriber hereunder in connection with the CabinetM Platform.
Paid Subscriber Content content uploaded to and stored in the CabinetM Platform by the Paid Subscriber in connection with Paid Subscriber’s use of the CabinetM Platform and information regarding Paid Subscriber’s and its Users’ use of the CabinetM Platform.
Paid Subscriber System means Paid Subscriber’s website(s), systems, servers and third-party hosted services, equipment, and software used in the conduct of Paid Subscriber’s business.
Documentation means any proprietary user documentation made available to Paid Subscriber by CabinetM, including any documentation available on the Website or otherwise, as amended or updated by CabinetM from time to time in its discretion.
Free Services refers to versions of the Subscription Services as may be made available without charge by CabinetM, this may also include a free trial.
Intellectual Property Rights mean all intellectual property rights or similar proprietary rights, including (a) patent rights and utility models, (b) copyrights and database rights, (c) trademarks, trade names, domain names and trade dress and the goodwill associated therewith, (d) trade secrets, (e) mask works, and (f) industrial design rights; in each case, including any registrations of, applications to register, and renewals and extensions of, any of the foregoing in any jurisdiction in the world.
Materials collectively refers to content through the Site that is copyrighted and/or trademarked work of CabinetM or CabinetM's third-party licensors and suppliers or other users of the Site (collectively, the "Materials"). Materials may include logos, graphics, video, images, software and other content.
Payment Processor refers to our third-party payment processing company.
Purchase Order means a Purchase Order generated by a Paid Subscriber for the Subscription Services provided by CabinetM and/or Ancillary Services, as mutually agreed by the parties through the CabinetM Platform from time to time.
Paid Subscription Services means the Subscription Services subject to fees for which Paid Subscriber has subscribed pursuant to a Purchase Order.
PII (Personally identifiable information) refers to information that can be used to identify, contact, locate, distinguish or trace an individual’s identity, either alone or when combined with other personal or identifying information that is linked or linkable to a specific individual.
As a condition of your use of this Site, you warrant that (i) all information supplied by you on this Site is true, accurate, current and complete, (ii) if you have a CabinetM account, you will safeguard your account information and will supervise and be completely responsible for any use of your account by anyone other than you and (iii) you are 18 years of age or older in order to register for an account and contribute to our website. CabinetM does not knowingly collect the information of anyone under the age of 18. We retain the right at our sole discretion to deny access to anyone to this Site and the services we offer, at any time and for any reason, including, but not limited to, for violation of these Terms.
CabinetM provides content through the Site that is copyrighted and/or trademarked work of CabinetM or CabinetM's third-party licensors and suppliers or other users of the Site (collectively, the "Materials"). Materials may include logos, graphics, video, images, software and other content.
Subject to the terms and conditions of this Agreement, CabinetM hereby grants to users and customers, during the relevant Subscription Term, a limited, non-exclusive, non-transferable right to access and use the CabinetM Platform in accordance with the level of functionality purchased. Paid Subscribers agree that purchases under these Terms are neither contingent on the delivery of any future functionality or features of the CabinetM Platform nor dependent on any oral or written public comments made by CabinetM regarding future functionality or features. Further, if CabinetM provides You with any API or software outside the CabinetM Platform (“Ancillary Software”), CabinetM hereby grants You a limited, non-exclusive, non-transferable right to use that Ancillary Software solely in connection with Your use of the CabinetM Platform.
Except for the foregoing license, you have no other rights to the Site or any Materials (excluding any submissions provided by you as set forth below) and you may not modify, edit, copy, distribute, reproduce, publish, display, perform, license, sell, rent, lease, loan, create derivative works of, reverse engineer, alter, enhance, provide access to or in any way exploit any of the Site, Services, or Materials in any manner.
If you breach any of these Terms, the above license will terminate automatically and you must immediately destroy any downloaded or printed Materials.
If you desire to register for an account with CabinetM, you must first submit the following information through the account registration page on the Site: e-mail address and password authentication. You may, but are not required to, provide additional information, such as a photo image, name, Country, City, State, industry, job title, department, expertise, or other demographic data. This information may be helpful to CabinetM in providing you with a more customized experience when using the Site or its Services. Once you have submitted your account registration information, CabinetM administrator shall have the right to approve or reject the requested registration, in CabinetM administrator's sole discretion.
All the information that you provide when registering for an account through the Site, must be accurate, complete, and up-to-date. You will not attempt to impersonate another user or person. You may change, correct, or remove any information from your account by either logging into your account directly and making the desired changes or contacting CabinetM using the contact information at the end of these Terms requesting that we make the change.
You need not register with CabinetM to simply visit and view the Site and a limited amount of the Materials. Registration is required to access a variety of additional Materials and functionality beyond what is offered to non-registered users.
Free Services. Any person 18 or above may subscribe to a limited, free version of CabinetM’s Services at no charge, subject to the terms and conditions of this Agreement, by registering for an account on the CabinetM platform.
Ancillary Services. The parties may agree to, from time to time, Ancillary Services to be provided by CabinetM to Paid Subscriber pursuant to a Purchase Order.
Arrangements between You and Your Third-Party Service Providers. The CabinetM Platform may enable you to link your CabinetM account to your accounts with certain third-party service providers from time to time. You agree and acknowledge that You are solely responsible for all arrangements between You and such third-party service providers.
Changes to the CabinetM Platform. You agree and acknowledge that CabinetM may update and otherwise change the CabinetM Platform from time to time in its sole discretion from time to time during or after your Subscription Term.
Passwords. CabinetM will authorize each user to create a user login and password for access and use of the Subscription Services and the CabinetM Platform. Paid Subscribers and their users are responsible for maintaining the confidentiality of all user logins and passwords and for ensuring that each user login and password is used only by the user to which it was issued. Paid Subscriber is solely responsible for any and all access and use of the Subscription Services or CabinetM Platform that occurs under their account. Paid Subscriber shall restrict its users from sharing passwords. Paid Subscribers should immediately notify CabinetM of any unauthorized use of any user’s account and/or login and password or any other breach of security known to Paid Subscriber. CabinetM shall have no liability for any loss or damage arising from Paid Subscriber’s failure to comply with the terms set forth in this Section.
Security; Third-Party Hosting Providers. CabinetM will deploy commercially reasonable security precautions intended to protect against unauthorized access to any Paid Subscriber content stored by CabinetM on the CabinetM Platform in connection with Paid Subscriber and its users operation of the CabinetM Platform. CabinetM uses reputable third-party hosting services providers to host the CabinetM Platform and benefits from the security arrangements implemented by those third-party hosting services providers. CabinetM will exercise reasonable efforts to deploy corrections within the CabinetM Platform for security breaches made known to CabinetM.
No Circumvention of Security. Neither Paid Subscriber nor any User may circumvent or otherwise interfere with any user authentication or security of the CabinetM Platform. Paid Subscriber will immediately notify CabinetM of any breach, or attempted breach, of security known to Paid Subscriber.
No Guaranty of Security. Paid Subscriber acknowledges that, notwithstanding the security precautions deployed by CabinetM, the use of, or connection to, the Internet provides the opportunity for unauthorized third parties to circumvent such precautions and illegally gain access to the CabinetM Platform and Paid Subscriber content. CabinetM cannot and does not guarantee the privacy, security, integrity or authenticity of any information transmitted over or stored in any system connected to or accessible via the Internet or otherwise or that any such security precautions will be adequate or sufficient. /p>
The Materials provided on this Site may contain endorsements of third party products or services submitted by reviewers. Any reference on the Site to any product, service, publication, institution, and organization of any third party entity or individual does not constitute or imply CabinetM's endorsement or recommendation. Such endorsements are the opinions of the reviewers and not CabinetM. CabinetM may provide incentives (such as in the form of subscription discounts) from time to time to encourage product users to submit content, but such incentives are not dependent on the content containing positive or negative endorsements.
YOU AGREE THAT CABINETM WILL NOT, UNDER ANY CIRCUMSTANCES, BE RESPONSIBLE OR LIABLE, DIRECTLY OR INDIRECTLY, FOR ANY GOODS, SERVICES, INFORMATION, RESOURCES AND/OR CONTENT AVAILABLE ON OR THROUGH ANY THIRD-PARTY SITES AND/OR THIRD-PARTY DEALINGS OR COMMUNICATIONS, ANY REVIEWS OF THIRD-PARTY PRODUCTS OR SERVICES, FOR ANY HARM RELATED THERETO, OR FOR ANY DAMAGES OR LOSS CAUSED OR ALLEGED TO BE CAUSED BY OR IN CONNECTION WITH YOUR USE OR RELIANCE ON THE MATERIALS OR THE CONTENT OR BUSINESS PRACTICES OF ANY THIRD-PARTY.
You are responsible for the information, opinions, evaluations, reviews, ratings, messages, comments, photos, videos, graphics, sounds and other content or material that you submit, upload, post or otherwise make available on or through the Site (each a "Submission"). You may not upload, post or otherwise make available on this Site any material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary right owned by a third-party, and the burden of determining whether any material is protected by any such right is on you. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, violation of contract, privacy or publicity rights or any other harm resulting from any Submission that you make. You have full responsibility for each Submission you make, including its legality, reliability and appropriateness.
In making a Submission, you represent and warrant that (1) you are the sole author of the Submission and owner of the intellectual property rights thereto, (2) your Submission is accurate to the best of your knowledge; (3) your Submission fully complies with and does not violate the social media polices of your employer, and (4) your Submission does not violate any confidentiality, non-disclosure, or contractual obligations you might have towards a third party, including without limitation your current or former employer. When your Submission consists of a review or evaluation of a product or service, you further represent and warrant that (a) unless you prominently disclose your affiliation and interest in such Submission, you are not an employee, contractor, agent, officer or director of the vendor, of the product or service for which you are submitting a review, evaluation or opinion or such vendor’s channel partner (collectively "Vendor") or a competitor of such Vendor that offers a competitive product or service or such competitor’s channel partner (collectively "Competitor") and otherwise have no pecuniary interest in such Vendor, Competitor or their product or service; (b) your review does not disclose any confidential information of Vendor, (c) you are a user of the product or service being reviewed; (d) the opinions expressed in the review are your honest opinions, findings, beliefs and experiences with respect to the product or service; and (e) the statements made in the review are not false or misleading in any aspect.
You acknowledge that CabinetM may or may not choose to provide attribution of your Submissions at its sole discretion. If it is determined that you retain moral rights (including rights of attribution or integrity) in the Submission, you hereby declare that (a) you do not require that any personally identifying information be used in connection with the Submissions, or any derivative works thereto or combinations thereof; (b) you have no objection to the publication, use, modification, deletion and exploitation of the Submission by CabinetM or its licensees, successors and assigns; (c) you forever waive and agree not to claim or assert any entitlement to any and all moral rights of an author in any of the Submissions; and (d) you forever release CabinetM, and its licensees, successors and assigns, from any claims that you could otherwise assert against CabinetM by virtue of any such moral rights.
You agree to pay for all royalties, fees, damages and any other monies owing any person by reason of any Submissions posted by you to or through this Site.
When you provide Submissions, you agree that those Submissions shall not be in violation of the "Unauthorized Activities" paragraph below. Those prohibitions do not require CabinetM to monitor, police or remove any Submissions or other information submitted by you or any other user.
Without limiting the foregoing representations and warranties, you shall not post Submissions that:
When using this Site and/or the Services, you shall not:
This list of prohibitions provides examples and is not complete or exclusive. CabinetM reserves the right to (a) terminate access to your account, your ability to post to this Site and (b) refuse, delete or remove any Submissions or any portion thereof; with or without cause and with or without notice, for any reason or no reason, or for any action that CabinetM determines is inappropriate or disruptive to this Site or to any other user of this Site. CabinetM may report to law enforcement authorities any actions that may be illegal, and any reports it receives of such conduct. When legally required or at CabinetM’s discretion, CabinetM will cooperate with law enforcement agencies in any investigation of alleged illegal activity on this Site or on the Internet.
UNAUTHORIZED USE OF ANY MATERIALS OR THIRD-PARTY CONTENT CONTAINED ON THIS SITE MAY VIOLATE CERTAIN LAWS AND REGULATIONS.
You agree to indemnify and hold CabinetM and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) CabinetM or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that your use of this Site, or the use of this Site by any person using your user name and/or password (including without limitation, your participation in the posting areas or, your Submissions) violates any applicable law or regulation, or the copyrights, trademark rights or other rights of any third-party.
CabinetM™ is a trademark of CabinetM in the United States. Other trademarks, names, and logos on this Site are the property of their respective owners.
Unless otherwise specified in these Terms, all information, and screens appearing on this Site, including documents, services, site design, text, graphics, logos, images and icons, as well as the arrangement thereof, are the sole property of CabinetM, Copyright © 2015 CabinetM. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
Ownership. Paid Subscriber acknowledges that the CabinetM Platform and the Subscription Services, and all Intellectual Property Rights therein, are the sole and exclusive property of CabinetM and its licensors. CabinetM acknowledges that the Paid Subscriber System, and all Intellectual Property Rights therein, is the sole and exclusive property of Paid Subscriber and its licensors. Each party retains all other rights not expressly granted in this Agreement.
CabinetM Developments. All inventions, works of authorship and developments conceived, created, written, or generated by or on behalf of CabinetM, whether solely or jointly, including without limitation, in connection with CabinetM’s performance of the Ancillary Services hereunder, including Deliverables (“CabinetM Developments”), including all Intellectual Property Rights therein, shall be the sole and exclusive property of CabinetM.
License to Paid Subscriber Content. Paid Subscriber grants to CabinetM a royalty-free, nonexclusive, irrevocable, limited right and license to use the Paid Subscriber Content (a) in Purchase Order to provide the Subscription Services; (b) to analyze and improve CabinetM and the Subscription Services; (c) to compile and use aggregate or de-identified data, statistics, measurements or other metrics derived from Paid Subscriber Content (including in combination with the aggregate or de-identified customer data of other CabinetM customers) for its own purposes; and/or (d) to provide Paid Subscriber with suggestions for Ancillary Services or third-party services which may be of interest to Paid Subscriber based on such data and information. Aggregate or de-identified data means data that does not identify any Paid Subscriber or individual.
Disclosure of Paid Subscriber Content. CabinetM shall not disclose Paid Subscriber Content to third parties, except: (a) as necessary to provide the Subscription Services to you; (b) to our service providers who are not permitted to use such data except on behalf of CabinetM, (c) as required by law or to comply with legal process; (d) to protect and defend the rights or property of CabinetM, including as evidence in litigation; (e) to troubleshoot problems with the Subscription Services; (f) to any successor in interest, including as part of a merger, acquisition or transfer of assets, or as part of a bankruptcy proceeding; or (g) in aggregate or de-identified form.
Limited Feedback License. Paid Subscriber hereby grants to CabinetM, at no charge, a non-exclusive, royalty-free, worldwide, transferable, sublicensable (through one or more tiers), perpetual, irrevocable license under Paid Subscriber’s Intellectual Property Rights in and to suggestions, comments and other forms of feedback (“Feedback”) regarding the CabinetM Platform and/or CabinetM Developments provided by or on behalf of Paid Subscriber or its Users to CabinetM, including Feedback regarding features, usability, and use, and bug reports, to reproduce, perform, display, create derivative works of the Feedback and distribute such Feedback and/or derivative works in the CabinetM Platform or any other products or services. Feedback is provided “as is” without warranty of any kind and shall not include any Confidential Information of Paid Subscriber.
CabinetM respects the intellectual property rights of others, and we ask you to do the same. CabinetM may, in appropriate circumstances and at our discretion, terminate service and/or access to this Site for users who infringe the intellectual property rights of others. If you believe that your work is the subject of copyright infringement and/or trademark infringement and appears on our Site, please provide CabinetM’s designated agent the following information:
CabinetM's agent for notice of claims of copyright or trademark infringement on this Site can be reached as follows:
Please also note that for copyright infringements under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability.
Subscription Fees. The Free Services, if any, will be made available at no charge. CabinetM may cease the provision of Free Services at any time by delivery of at least thirty (30) days’ prior notice to subscribers. Purchase Orders will provide for fees for the Paid Subscription Services. Paid Subscriber shall pay to CabinetM the subscription fees and charges for the Paid Subscription Services for the applicable Subscription Term as set forth in the relevant Purchase Order (the “Subscription Fees”). Following the Activation Date for any Services, unless otherwise expressly set forth in the relevant Purchase Order, Paid Subscriber will be billed in advance on an annual basis for the applicable Subscription Fees for such Services. Except as otherwise specified in a Purchase Order Form, subscriptions and Subscription Fees are non-cancelable during the Subscription Term.
CabinetM may change the Subscription Fees in its sole discretion at any time; provided that Subscription Fees for Paid Subscriber’s then-current Subscription Term will not change until the expiration of such then-current Subscription Term.
Other Fees. Paid Subscriber shall pay to CabinetM the fees, if any, set forth in a Purchase Order for Ancillary Services, together with any pre-approved out-of-pocket expenses that may be incurred by CabinetM or its personnel in connection with the Ancillary Services, including any travel and living expenses.
Invoices and Payment Terms. Except as otherwise expressly set forth in any Purchase Order, CabinetM shall invoice Paid Subscriber annually, and Paid Subscriber shall pay CabinetM, for amounts due under this Agreement. Paid Subscriber shall pay CabinetM the amount due under any invoice within thirty (30) days of the date of invoice by such payment methods as are supported by CabinetM at the time of payment unless otherwise noted in the purchase order. Past due amounts will be subject to an interest charge equal to the lesser of one and one-half percent (1.5%) per month or the highest rate allowed by applicable law. If Paid Subscriber’s account is past due for thirty (30) days or more, then CabinetM reserves the right to discontinue access to the CabinetM Platform and the Subscription Services and suspend the performance of any outstanding Ancillary Services until all past due invoices are paid in full. All amounts payable under this Agreement will be made without setoff or counterclaim and without any deduction.
Taxes. Paid Subscriber shall pay all applicable sales (unless an exemption certificate is furnished by Paid Subscriber to CabinetM), use and value-added taxes (except for taxes imposed on CabinetM’s net income) with respect to this Agreement or furnish CabinetM with evidence acceptable to the taxing authority to sustain an exemption therefrom. All payments under this Agreement shall be made free and clear of (and without deduction for or grossed up for, as applicable) any withholding or other taxes levied by any country or jurisdiction on payments to be made pursuant to this Agreement that applicable law requires Paid Subscriber to withhold.
CabinetM Limited Warranty.
CabinetM Platform Warranty. CabinetM warrants to Paid Subscriber that for a period of thirty (30) days following the Activation Date for any Subscription Services, such Subscription Services shall, under normal use and service, substantially conform to, and perform in all material respects, the functions as described in the applicable Documentation. If any such Subscription Services fail to comply with the foregoing warranty, Paid Subscriber shall provide written notice to CabinetM prior to the expiration of the warranty period set forth above and such notice will describe in reasonable detail the nature of the non-conformity. In such an event, CabinetM shall use reasonable efforts to repair or rectify such non-conformity. If CabinetM is unable to repair or rectify such non-conformity, then CabinetM may terminate this Agreement (including without limitation the licenses granted in this Agreement) with respect to the non-conforming Subscription Services and in such event, CabinetM will refund to Paid Subscriber on a pro-rata basis as applicable the portion of Subscription Fees paid to CabinetM prior to termination applicable to the access and use of such non-conforming Subscription Services after the termination date. THE REMEDY SET FORTH IN THIS SECTION SHALL BE PAID SUBSCRIBER’S SOLE AND EXCLUSIVE REMEDY AND CABINETM’S SOLE OBLIGATION FOR ANY BREACH OF THE WARRANTY SET FORTH IN THIS SECTION.
Exclusions. The warranty set forth in this Section 5.1 (CabinetM Limited Warranty) does not cover defects or non-conformities arising from (i) misuse of the CabinetM Platform or the Documentation, (ii) any modifications to the CabinetM Platform made by any person or entity other than CabinetM that is not previously approved by CabinetM, (iii) any use of the Subscription Services or CabinetM Platform by Paid Subscriber or its Users beyond the scope of the express rights licenses granted in this Agreement, (iv) any use of the CabinetM Platform in combination with other software, hardware or data, or (v) CabinetM’s compliance with Paid Subscriber’s request for changes to the CabinetM Platform or with Paid Subscriber’s designs, specifications or instructions. Further, notwithstanding anything herein to the contrary, the Free Services, and any other services provided at no charge by CabinetM, are provided “AS IS” without any warranty, express or implied.
Paid Subscriber Warranties.
Paid Subscriber System Warranty. Paid Subscriber represents and warrants that Paid Subscriber has the right, including in respect of all relevant Intellectual Property Rights and applicable data privacy and other laws, to provide CabinetM access to and use of the Paid Subscriber Content, including without limitation, for use in connection with the Subscription Services, CabinetM Platform or Ancillary Services.
Other Paid Subscriber Representations and Warranties. Paid Subscriber represents, warrants and covenants that: (a) Paid Subscriber has the full power and authority to enter into this Agreement and to perform its obligations hereunder, without the need for any consents, approvals or immunities not yet obtained; and (b) Paid Subscriber’s execution of and performance under this Agreement shall not breach any oral or written agreement with any third party or any obligation owed by Paid Subscriber to any third party to keep any information or materials in confidence or in trust.
Disclaimer.PAID SUBSCRIBER’S USE OF THE CABINETM PLATFORM, SUBSCRIPTION SERVICES, AND ANCILLARY SERVICES IS AT ITS OWN RISK. CABINETM DOES NOT MAKE AND HEREBY DISCLAIMS, ANY AND ALL OTHER EXPRESS AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. NO AGENT OF CABINETM IS AUTHORIZED TO ALTER OR EXPAND THE WARRANTIES OF CABINETM AS SET FORTH HEREIN. CABINETM DOES NOT WARRANT THAT THE SUBSCRIPTION SERVICES OR CABINETM PLATFORM IS OR WILL BE UNINTERRUPTED OR ERROR-FREE. PAID SUBSCRIBER ACKNOWLEDGES AND AGREES THAT THE CABINETM PLATFORM (AS WITH TECHNOLOGY GENERALLY), MAY HAVE ERRORS (OR “BUGS”) AND MAY ENCOUNTER UNEXPECTED TECHNICAL PROBLEMS. ACCORDINGLY, FROM TIME TO TIME, PAID SUBSCRIBER MAY EXPERIENCE DOWNTIME AND ERRORS IN THE OPERATION, FUNCTIONALITY OR PERFORMANCE OF THE CABINETM PLATFORM OR SUBSCRIPTION SERVICES. ACCORDINGLY, PAID SUBSCRIBER SHALL PUT IN PLACE REASONABLE INTERNAL PROCEDURES AND PROCESSES TO ENABLE IT TO MINIMIZE ANY INCONVENIENCE AND ANY ADVERSE IMPACT OF ANY SUCH DOWNTIME OR ERROR.
Paid Subscriber Indemnity. Paid Subscriber shall indemnify and hold harmless, and at CabinetM’s request defend, CabinetM and its Affiliates, licensors, successors and assigns (and its and their officers, directors, employees, contractors, customers, customers and agents) from and against any and all claims, losses, liabilities, damages, settlements, expenses and costs (including, without limitation, attorneys’ fees and court costs) which arise out of or relate to: (a) any third party claim or threat thereof that the Paid Subscriber Content or Paid Subscriber System (and the exercise of the rights by CabinetM granted herein with respect thereto) infringes, misappropriates or violates any third party’s Intellectual Property Rights; (b) Paid Subscriber’s use or alleged use of the Subscription Services or CabinetM Platform (other than claims arising from CabinetM’s breach of this Agreement or from claims subject to Section 9.1); (c) any transactions between Paid Subscriber and any third party, or (d) any breach or alleged breach by Paid Subscriber of any of its covenants, representations or warranties set forth in this Agreement. CabinetM shall notify Paid Subscriber promptly of any claim or liability for which indemnification is sought, provided, however, that the failure to give such notice shall not relieve Paid Subscriber of its obligations hereunder except to the extent that Paid Subscriber was actually and materially prejudiced by such failure. Paid Subscriber may not settle any claim for which indemnification is sought under this Section without the prior written approval of CabinetM, which approval shall not be unreasonably withheld or delayed.
Confidential Information. “Confidential Information” means any and all non-public technical and non-technical information disclosed by one party (the “Disclosing Party”) to the other party (the “Receiving Party”) in any form or medium, whether oral, written, graphical or electronic, pursuant to this Agreement, that is marked confidential and proprietary, or that the Disclosing Party identifies as confidential and proprietary, or that by the nature of the circumstances surrounding the disclosure or receipt ought to be treated as confidential and proprietary information, including but not limited to: (i) techniques, sketches, drawings, models, inventions (whether or not patented or patentable), know-how, processes, apparatus, formulae, equipment, algorithms, software programs, software source documents, APIs, and other creative works (whether or not copyrighted or copyrightable); (ii) information concerning research, experimental work, development, design details and specifications, engineering, financial information, procurement requirements, purchasing, manufacturing, customer lists, business forecasts, sales and merchandising and marketing plans and information; (iii) proprietary or confidential information of any third party who may disclose such information to Disclosing Party or Receiving Party in the course of Disclosing Party’s business; and (iv) the terms of this Agreement and any Purchase Purchase Order. Confidential Information of CabinetM shall include the CabinetM Platform and Subscription Services. Confidential Information also includes all summaries and abstracts of Confidential Information.
Non-Disclosure. Each party acknowledges that in the course of the performance of this Agreement, it may obtain the Confidential Information of the other party. The Receiving Party shall, at all times, both during the Term and thereafter, keep in confidence and trust all of the Disclosing Party’s Confidential Information received by it. The Receiving Party shall not use the Confidential Information of the Disclosing Party other than as necessary to fulfill the Receiving Party’s obligations or to exercise the Receiving Party’s rights under the terms of this Agreement. Each party agrees to secure and protect the other party’s Confidential Information with the same degree of care and in a manner consistent with the maintenance of such party’s own Confidential Information (but in no event less than reasonable care), and to take appropriate action by instruction or agreement with its employees, affiliates or other agents who are permitted access to the other party’s Confidential Information to satisfy its obligations under this Section. The Receiving Party shall not disclose Confidential Information of the Disclosing Party to any person or entity other than its officers, employees, affiliates, and agents who need access to such Confidential Information in Purchase Order to effect the intent of this Agreement and who are subject to confidentiality obligations at least as stringent as the obligations set forth in this Agreement.
Exceptions to Confidential Information. The obligations set forth in Section 7.2 (Non-Disclosure) shall not apply to the extent that Confidential Information includes information which: (a) was known by the Receiving Party prior to receipt from the Disclosing Party either itself or through receipt directly or indirectly from a source other than one having an obligation of confidentiality to the Disclosing Party; (b) was developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (c) becomes publicly known or otherwise ceases to be secret or confidential, except as a result of a breach of this Agreement or any obligation of confidentiality by the Receiving Party. Nothing in this Agreement shall prevent the Receiving Party from disclosing Confidential Information to the extent the Receiving Party is legally compelled to do so by any governmental investigative or judicial agency pursuant to proceedings over which such agency has jurisdiction; provided, however, that prior to any such disclosure, the Receiving Party shall (i) assert the confidential nature of the Confidential Information to the agency; (ii) immediately notify the Disclosing Party in writing of the agency’s Purchase Order or request to disclose; and (iii) cooperate fully with the Disclosing Party in protecting against any such disclosure and/or obtaining a protective Purchase Purchase Order narrowing the scope of the compelled disclosure and protecting its confidentiality. Notwithstanding the foregoing, Paid Subscriber authorizes CabinetM to list Paid Subscriber’s name and logo in a list of customers on CabinetM’s website and marketing materials.
Paid Subscriber Content. Paid Subscriber, not CabinetM, shall be solely responsible for the accuracy, quality, integrity, legality, reliability, appropriateness of and the parties’ respective rights to use all Paid Subscriber Content under this Agreement. Paid Subscriber shall be responsible for obtaining any consents and other rights necessary to collect, submit, use and process Paid Subscriber Content on the CabinetM Platform in connection with the Subscription Services.
Personally Identifiable Information. Paid Subscriber has control over whether any PII is collected and processed by the CabinetM Platform or its Paid Subscriber Systems. Paid Subscriber represents and warrants that (i) it will provide all required notice to and obtain all required consent from each individual regarding the collection, disclosure, analysis and use of any of their PII in the Paid Subscriber Content, and (ii) that the collection, disclosure, analysis and use of Paid Subscriber Content, as contemplated under this Agreement, complies with all applicable laws, rules and regulations.
Prohibited Use. Paid Subscriber shall not use the Subscription Services or CabinetM Platform to collect, or otherwise transmit to CabinetM, any sensitive PII about third parties, including passwords, credit or debit card number, Social Security number, financial account number or other financial information, driver’s license, passport or other government identification number, health information, or biometric data.
Compliance with Laws. Paid Subscriber represents and warrants that it will ensure that the collection and use of information via the Subscription Services complies with all applicable laws, rules and regulations and this Agreement.
Usage Data. Notwithstanding anything else in the Agreement or otherwise, CabinetM may monitor Paid Subscriber’s use of the Subscription Services and CabinetM Platform and use data and information related to Paid Subscriber Content and Paid Subscriber’s use of the Subscription Services in an aggregated or de-identified manner, including to compile statistical and performance information related to the provision and operation of the CabinetM Platform and Subscription Services and to provide Paid Subscriber with suggestions for Ancillary Services or third-party services which may be of interest to Paid Subscriber based on such data and information. Paid Subscriber agrees that CabinetM may make such data and information publicly available, and use such information to the extent and in the manner required by applicable law or regulation and/or for purposes of data gathering, analysis, service enhancement and marketing provided that such data and information does not identify Paid Subscriber or its Confidential Information. CabinetM retains all Intellectual Property Rights in such data and information.
CABINETM SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THIS SITE. IN NO EVENT SHALL CABINETM BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF CABINETM KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE
Term. The term of this Agreement shall commence on the Effective Date and continue until the expiration or termination of all Subscription Term(s) for Subscription Services unless earlier terminated as provided in this Agreement.
Termination. CabinetM reserves the right to terminate this Agreement for no reason in its sole discretion at any time; provided that, in the event such termination of Paid Subscription Services without cause, CabinetM will provide a pro-rata refund to Paid Subscriber of any pre-paid fees for the then-current Subscription Term. Further, either party may terminate this Agreement (and all Subscription Term(s)) upon written notice to the other party in the event the other party (a) becomes insolvent or bankrupt or admits its inability to pay its debts as they mature, makes an assignment for the benefit of its creditors or ceases to function as a going concern or to conduct its operations in the normal course of business and such termination shall occur immediately upon notice; or (b) commits a material breach of any provision of this Agreement and does not remedy such breach within thirty (30) days after receipt of notice from the non-defaulting party or such other period as the parties may agree.
Effects of Termination. Upon expiration or termination of this Agreement, (i) Paid Subscriber’s use of and access to the Subscription Services and CabinetM Platform and the performance of all Ancillary Services shall cease; (ii) all Purchase Order(s) shall terminate; and (iii) all fees and other amounts owed under this Agreement shall be immediately due and payable by Paid Subscriber, including without limitation, all fees incurred under any outstanding Purchase Orders up through the date of termination for any Ancillary Services completed and a pro-rated portion of the fees incurred for any partially completed Ancillary Services. In addition, within ten (10) days of the effective date of termination each Receiving Party shall (a) return to the Disclosing Party, or at the Disclosing Party’s option, the Receiving Party shall destroy, all items of Confidential Information then in the Receiving Party’s possession or control, including any copies, extracts or portions thereof, and (b) upon request shall certify in writing to Disclosing Party that it has complied with the foregoing. Following such 10-day period, CabinetM shall have no obligation to maintain or provide any Paid Subscriber Content and may thereafter unless legally prohibited, delete all Paid Subscriber Content in its systems or otherwise in its possession or under its control.
We will notify you that we have removed or disabled access to copyright-protected material that you provided, if such removal is pursuant to a valid DMCA take-down notice that we have received. If you receive such notice from us, you may provide us with a counter-notification in writing to CabinetM’s designated agent that includes all of the following information:
CabinetM reserves the right, in its sole discretion, to terminate the account or access of any user of our web site and/or service who is the subject or repeated DMCA or other infringement notifications.
CabinetM controls and operates this Site from its headquarters in the United States of America and the Materials may not be appropriate or available for use in other locations. If you use this Site outside the United States of America, you are responsible for following applicable local laws.
If you send or transmit any communications, comments, questions, suggestions, or related materials to CabinetM, whether by letter, email, telephone, or otherwise (collectively, "Feedback"), suggesting or recommending changes to the Site or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. You hereby assign all right, title, and interest in, and CabinetM is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. You understand and agree that CabinetM is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
Massachusetts state law and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. Any disputes relating to these Terms or this Site will be heard in the courts located in Middlesex County in The Commonwealth of Massachusetts. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. CabinetM’s failure to enforce any of these Terms is not a waiver of such term. These Terms are the entire agreement between you and CabinetM and supersede all prior or contemporaneous negotiations, discussions or agreements between you and CabinetM about this Site. The proprietary rights, disclaimer of warranties, representations and warranties made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
Under California Civil Code Section 1789.3, California users are entitled to the following consumer rights notice: This Site and Service are provided by CabinetM, 427 Silver Hill Rd., Concord, MA 01742 . If you have a question or complaint regarding the Site or Service, please contact Customer Service at support@CabinetM.com. You may also contact us by writing CabinetM, 427 Silver Hill Rd., Concord, MA 01742. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by post at 1625 North Market Blvd., Sacramento, CA 95834 or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
If you have any questions about these Terms or otherwise need to contact CabinetM for any reason, you can reach us Customer Service at eross@CabinetM.com or CabinetM, 115 Oxbow Rd., Framingham, MA 01701.