Acceptance of the Terms of Use
These terms of use are entered into by and between you and MyRM Technologies, LLC (“Company”, “we” or “us”). The following terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Use”), govern your access to and use of: our website at https://www.myrmapp.com; and My Relationship Manager (MyRM) available at https://www.myrmapp.com/login; and other related products and/or services and including any related MyRM mobile applications software or Company servers (collectively, the “MyRM Platform”), including any content, functionality and services offered on or through the foregoing, whether as a guest or a registered user.These Terms of Use will be effective as of the date that you create your account with us. PLEASE READ THE TERMS OF USE CAREFULLY. BY USING THE MyRM PLATFORM, YOU AGREE TO BE BOUND AND ABIDE BY THE TERMS SET FORTH HEREIN AND OUR PRIVACY POLICY FOUND AT HTTPS://MYRMAPP.COM/PRIVACY (THE “PRIVACY POLICY”), WHICH IS INCORPORATED HEREIN BY REFERENCE. IF YOU DO NOT WISH TO BE BOUND BY THE TERMS OF USE OR PRIVACY POLICY, YOU MAY NOT USE THE MYRM PLATFORM. IF YOU ARE USING THE MYRM PLATFORM ON BEHALF OF A BUSINESS OR SOME OTHER ENTITY, YOU REPRESENT AND WARRANT THAT YOU ARE AUTHORIZED TO GRANT ALL LICENSES SET FORTH IN THESE TERMS OF USE AND TO AGREE TO THESE TERMS OF USE ON BEHALF OF THE BUSINESS OR ENTITY.The MyRM Platform is offered and available to users who are 18 years of age or older, and reside in the United States or any of its territories or possessions. By using the MyRM Platform, you represent and warrant that you are of legal age to form a binding contract with the Company and meet all of the foregoing eligibility requirements. If you do not meet all of these requirements, you must not access or use the MyRM Platform.
Changes to the Terms of Use
We may revise and update these Terms of Use from time to time in our sole discretion and without prior notices, except that we will notify you of any material changes to the Terms of Use, including, but not limited to, changes to the dispute resolution, governing law and jurisdiction provisions set forth herein (“Material Changes”). All changes are effective immediately when we post them. However, Material Changes will not apply to any disputes that arise prior to the date that you have actual notice of such Material Changes.Your continued use of the MyRM Platform following the posting of revised Terms of Use means that you accept and agree to the changes. You are expected to check this page from time to time so you are aware of any changes, as they are binding on you.
Accessing the MyRM Platform and Account Security
We reserve the right to withdraw or amend the MyRM Platform, and any service or material we provide on the MyRM Platform, at our sole discretion without notice. We will not be liable if for any reason all or any part of the MyRM Platform is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the MyRM Platform, to users, including registered users.You are responsible for: (i) making all arrangements necessary for you to have access to the MyRM Platform; and (ii) ensuring that all persons who access the MyRM Platform through your internet connection are aware of these Terms of Use and comply with them.To access the MyRM Platform or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the MyRM Platform that all the information you provide on the MyRM Platform is correct, current and complete. You agree that all information you provide to register with the MyRM Platform or otherwise, including but not limited to through the use of any interactive features on the MyRM Platform, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.If you choose, or are provided with, a username, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your account is personal to you and agree not to provide any other person with access to the MyRM Platform or portions of it using your username, password or other security information. You will not buy, sell, rennet or lease access to your MyRM Platform Account. You will not attempt to log in or otherwise access the MyRM Platform through any unauthorized third-party applications. You agree to notify us immediately of any unauthorized access to or use of your username or password or any other breach of security. You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.WE HAVE THE RIGHT TO DISABLE ANY USER NAME, PASSWORD OR OTHER IDENTIFIER, WHETHER CHOSEN BY YOU OR PROVIDED BY US, AT ANY TIME IN OUR SOLE DISCRETION FOR ANY OR NO REASON, INCLUDING IF, IN OUR OPINION, YOU HAVE VIOLATED ANY PROVISION OF THESE TERMS OF USE OR THE TERMS OF ANY OTHER COMMERCIAL AGREEMENT YOU HAVE ENTERED INTO WITH COMPANY. YOU MAY NOT CREATE ANOTHER ACCOUNT IF WE HAVE DISABLED YOUR ACCOUNT UNLESS YOU OBTAIN OUR PRIOR WRITTEN CONSENT.
Intellectual Property Rights
The MyRM Platform and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by the Company, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.To the extent that Company provides you with reports or other documentation relating to your participation in MyRM-provided services and/or the results of any assessments or evaluations you have completed via the MyRM Platform (collectively, “Documentation”) you will own your copy of the Documentation and may retain it for your own personal use. You acknowledge, however, that the intellectual property rights and data underlying the Documentation, including any processes, methods, tools, templates, designs, known-how, data, information, copyrights, patents, trademarks, trade secrets, and other associated intellectual property, including any improvements, inventions or derivate works made with respect to the foregoing, remain the sole property of CompanyThese Terms of Use permit you to use the MyRM Platform for your individual, non-commercial use only. You must not reproduce, distribute, modify, create derivative works of, publicly display, publicly perform, republish, download, store or transmit any of the material on the MyRM Platform. You must not: (i) modify copies of any materials from the MyRM Platform; (ii) delete or alter any copyright, trademark or other proprietary rights notices from copies of materials from the MyRM Platform; or (iii) access or use for any commercial purposes any part of the MyRM Platform or any services or materials available through the MyRM Platform. For purposes of clarity, prohibited commercial uses shall not include satisfying the terms of any commercial agreement entered into between you and the Company.If you print, copy, modify, download or otherwise use or provide any other person with access to any part of the MyRM Platform in breach of the Terms of Use, your right to use the MyRM Platform will cease immediately and you must, at our option, return or destroy any copies of the materials you have made. No right, title or interest in or to the MyRM Platform or any content on the MyRM Platform is transferred to you, and all rights not expressly granted are reserved by the Company. Any use of the MyRM Platform not expressly permitted by these Terms of Use is a breach of these Terms of Use and may violate copyright, trademark and other laws.
Trademarks
The Company name, MyRM logo and all related names, logos, product and service names, designs and slogans are trademarks of the Company or its affiliates or licensors. You must not use such marks without the prior written permission of the Company. All other names, logos, product and service names, designs and slogans on the MyRM Platform are the trademarks of their respective owners.
Prohibited Uses
You may use the MyRM Platform only for lawful purposes and in accordance with these Terms of Use. You agree not to use the MyRM Platform:In any way that violates any applicable federal, state, local or international law or regulation (including, without limitation, any laws regarding the export of data or software to and from the US or other countries).For the purpose of exploiting, harming or attempting to exploit or harm any third parties in any way by exposing them to inappropriate content, asking for personally identifiable information or otherwise.To send, knowingly receive, upload, download, use or re-use any material which does not comply with theContent Standards (as described in further detail below).To transmit, or procure the sending of, any advertising or promotional material without our prior written consent, including any “junk mail”, “chain letter” or “spam” or any other similar solicitation.To impersonate or attempt to impersonate the Company, a Company employee, another user or any other person or entity.To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the MyRM Platform, or which, as determined by us, may harm the Company or users of the MyRM Platform or expose them to liability.To develop any third-party applications that interact with the MyRM Platform or other users’ content or information, without our express written consent.
Additionally, you agree not to:Use the MyRM Platform in any manner that could disable, overburden, damage, or impair the site or interfere with any other party’s use of the MyRM Platform, including their ability to engage in real time activities through the MyRM Platform.Use any robot, spider or other automatic device, process or means to access the MyRM Platform for any purpose, including monitoring or copying any of the material on the MyRM Platform.Use any manual process to monitor or copy any of the material on the MyRM Platform or for any other unauthorized purpose without our prior written consent.Use any device, software or routine that interferes with the proper working of the MyRM Platform. Introduce any viruses, trojan horses, worms, logic bombs or other material or code which is malicious or technologically harmful.Attempt to gain unauthorized access to, interfere with, damage or disrupt any parts of the MyRM Platform that you are not authorized to access, including any server, computer or database connected to the MyRM Platform.Attempt to circumvent any content-filtering techniques we employ.Attack the MyRM Platform via a denial-of-service attack or a distributed denial-of-service attack.Otherwise attempt to interfere with the proper working of the MyRM Platform.
Prohibited Uses
The MyRM Platform may allow users to post, submit, publish, display or transmit to other users or other persons (hereinafter, “post”) content or materials (collectively, “User-Provided Materials”) on or through the MyRM Platform. All User-Provided Materials must comply with the Content Standards set forth below.Any User-Provided Materials you post to the MyRM Platform will be considered non-confidential and non-proprietary. By providing any User-Provided Materials on the MyRM Platform, you grant us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns the right to use, reproduce, modify, perform, display, distribute, promote, broadcast, and otherwise disclose to third parties any such material for any purpose in any and all media or distribution methods now known or later developed.To the extent you appear in, create, upload, post, or send User-Provided Materials, you hereby grant Company and our respective licensees, successors and assigns, the unrestricted, worldwide, perpetual right and license to use your name, likeness, and voice, including in connection with commercial or sponsored content. You acknowledge that you will not be entitled to any compensation from Company, our affiliates, or our business partners if your name, likeness, or voice is conveyed through the MyRM Platform, either on the MyRM Platform or on one of our business partner’s platforms.You represent and warrant that: (i) you own or control all rights in and to the User-Provided Materials and have the right to grant the license granted above to us and our affiliates and service providers, and each of their and our respective licensees, successors and assigns; and (ii) all of your User-Provided Materials do and will comply with these Terms of Use.You understand and acknowledge that you are responsible for any User-Provided Materials you submit or contribute, and you, not the Company, have full responsibility for such content, including its legality, reliability, accuracy and appropriateness.We are not responsible, or liable to any third party, for the content or accuracy of any User-Provided Materials posted by you or any other user of the MyRM Platform.
Monitoring and Enforcement; Termination
We have the right to:Remove or refuse to post any User-Provided Materials for any or no reason at our sole discretion.Take any action with respect to any User-Provided Materials that we deem necessary or appropriate in our sole discretion, including if we believe that such User-Provided Materials violates the Terms of Use, including theContent Standards, infringes any intellectual property right or other right of any person or entity, threatens the personal safety of users of the MyRM Platform or the public or could create liability for the Company.Disclose your identity or other information about you to any third party who claims that material posted or otherwise provided by you violates their rights, including their intellectual property rights or their right to privacy.Take appropriate legal action, including without limitation, referral to law enforcement, for any illegal or unauthorized use of the MyRM Platform.Terminate or suspend your access to all or part of the MyRM Platform for any or no reason, including without limitation, any violation of these Terms of Use or the terms of any other commercial agreement you have entered into with the Company.
Without limiting the foregoing, we have the right to fully cooperate with any law enforcement authorities or court order requesting or directing us to disclose the identity or other information of anyone posting any materials on or through the MyRM Platform. YOU WAIVE AND HOLD HARMLESS THE COMPANY AND ITS AFFILIATES, LICENSEES AND SERVICE PROVIDERS FROM ANY CLAIMS RESULTING FROM ANY ACTION TAKEN BY THE COMPANY/ANY OF THE FOREGOING PARTIES DURING OR AS A RESULT OF ITS INVESTIGATIONS AND FROM ANY ACTIONS TAKEN AS A CONSEQUENCE OF INVESTIGATIONS BY EITHER THE COMPANY/SUCH PARTIES OR LAW ENFORCEMENT AUTHORITIES.However, we do not undertake to review all material before it is posted on the MyRM Platform, and cannot ensure prompt removal of objectionable material after it has been posted. Accordingly, we assume no liability for any action or inaction regarding transmissions, communications or content provided by any user or third party. We have no liability or responsibility to anyone for performance or nonperformance of the activities described in this section. Content Standards
Any User-Provided Materials you provide must, in their entirety, comply with all applicable federal, state, local and international laws and regulations. In addition, the content standards set forth below (“Content Standards”) apply to any and all User-Provided Materials. Without limiting the foregoing, User-Provided Materials must not: Contain any material which is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory or otherwise objectionable.Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation or age.Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may be in conflict with these Terms of Use and our Privacy.Contain false, untrue or misleading information or otherwise be likely to deceive any person.Promote any illegal activity, or advocate, promote or assist any unlawful act.Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm or annoy any other person. Impersonate any person, or misrepresent your identity or affiliation with any person or organization.Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter or advertising.Give the impression that they emanate from or are endorsed by us or any other person or entity, if this is not the case.
In the event that we determine, in our sole discretion, that you are violating any of the Content Standards, we reserve the right to remove any applicable User-Provided Materials, and/or terminate your access to the MyRM Platform. In the event we determine that you are repeatedly infringing the copyrights of any third parties, your account will be terminated and your continued access to the MyRM Platform will be denied in accordance with the Digital Millennium Copyright Act (“DMCA”). Copyright Infringement
If you believe that any User-Provided Materials violate your copyright, you may submit a notification pursuant to the DMCA by providing us with the following information in writing (collectively, a “Notice”) (see 17 U.S.C 512(c)(3) for further details):- an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright’s interests;
- a description of the copyrighted work that you claim has been infringed, including the URL (i.e., web page address) of the location where the copyrighted work exists or a copy of the copyrighted work;
- identification of the URL or other specific location on the MyRM Platform where the material that you claim is infringing is located;
- your address, telephone number, and email address;
- a statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
- a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
Reliance on Information Posted
The information presented on or through the MyRM Platform is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the MyRM Platform, or by anyone who may be informed of any of its contents.The MyRM Platform includes content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by the Company, are solely the opinions and the responsibility of the person or entity providing those materials. These materials do not necessarily reflect the opinion of the Company. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.
Links from the MyRM Platform
If the MyRM Platform contains links to other sites and resources provided by third parties, these links are provided for your convenience only. This includes links contained in advertisements, including banner advertisements and sponsored links. We have no control over the contents of those sites or resources, and accept no responsibility for them or for any loss or damage that may arise from your use of them. If you decide to access any of the third-party websites linked to the MyRM Platform, you do so entirely at your own risk and subject to the terms and conditions of use for such websites.
Geographic Restrictions
The owner of the MyRM Platform is based in the state of New York in the United States, Canada, and the United States territory of Puerto Rico. We provide the MyRM Platform for use only by persons located in these countries and territories. We make no claims that the MyRM Platform or any of its content is accessible or appropriate outside of these locations. Access to the MyRM Platform may not be legal by certain persons or in certain countries. If you access the MyRM Platform from outside the aforementioned locations, you do so on your own initiative and are responsible for compliance with local laws.
Disclaimer of Warranties
You understand that we cannot and do not guarantee or warrant that files available for downloading from the internet or the MyRM Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to our platform for any reconstruction of any lost data. WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA OR OTHER PROPRIETARY MATERIAL DUE TO YOUR USE OF THE MYRM PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MYRM PLATFORM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON IT, OR ON ANY WEBSITE LINKED TO IT.YOUR USE OF THE MYRM PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE MYRM PLATFORM IS AT YOUR OWN RISK. THE MYRM PLATFORM, ITS CONTENT AND ANY SERVICES OR ITEMS OBTAINED THROUGH THE MYRM PLATFORM (INCLUDING, BUT NOT LIMITED TO, THE DOCUMENTATION) ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT ANY WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. NEITHER THE COMPANY NOR ANY PERSON ASSOCIATED WITH THE COMPANY MAKES ANY WARRANTY OR REPRESENTATION WITH RESPECT TO THE COMPLETENESS, SECURITY, RELIABILITY, QUALITY, ACCURACY OR AVAILABILITY OF THE MYRM PLATFORM. WITHOUT LIMITING THE FOREGOING, NEITHER THE COMPANY NOR ANYONE ASSOCIATED WITH THE COMPANY REPRESENTS OR WARRANTS THAT THE MYRM PLATFORM, ITS CONTENT OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MyRM PLATFORM WILL BE ACCURATE, RELIABLE, ERROR-FREE OR UNINTERRUPTED, THAT DEFECTS WILL BE CORRECTED, THAT THE MYRM PLATFORM OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS OR THAT THE MYRM PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THE MYRM PLATFORM WILL OTHERWISE MEET YOUR NEEDS OR EXPECTATIONS.THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT AND FITNESS FOR PARTICULAR PURPOSE.THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Limitation on Liability; Waiver
TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY AND OUR MANAGING MEMBERS, SHAREHOLDERS, EMPLOYEES, AFFILIATES, LICENSORS, AGENTS, AND SUPPLIERS WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, PUNITIVE, OR MULTIPLE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOODWILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM: (A) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE MYRM PLATFORM; (B) THE CONDUCT OR CONTENT OF OTHER USERS OR THIRD PARTIES ON OR THROUGH THE MYRM PLATFORM; OR (C) UNAUTHORIZED ACCESS, USE, OR ALTERATION OF YOUR USER-PROVIDED MATERIALS, EVEN IF COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN NO EVENT WILL COMPANY’S AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE MYRM PLATFORM EXCEED THE LESSER OF (I) AMOUNTS YOU PAID COMPANY, IF ANY, IN THE 12 MONTH PERIOD PRECEDING ANY CLAIM; OR (II) ONE HUNDRED DOLLARS ($100.00).THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Indemnification
You agree to defend, indemnify and hold harmless the Company, 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 of these Terms of Use or your use of the MyRM Platform, including, but not limited to, your User Contributions, any use of the MyRM Platform’s content, services and products other than as expressly authorized in these Terms of Use or your use of any information obtained from the MyRM Platform.
Governing Law and Jurisdiction
All matters relating to the MyRM Platform and these Terms of Use 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 New York without giving effect to any choice or conflict of law provision or rule.Any legal suit, action or proceeding arising out of, or related to, these Terms of Use or the MyRM Platform shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York in each case located in the State of New York. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Limitation on Time to File Claims
ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF USE OR THE MYRM PLATFORM MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.
Waiver and Severability
No waiver of by the Company of any term or condition set forth in these Terms of Use 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 the Company to assert a right or provision under these Terms of Use shall not constitute a waiver of such right or provision.If any provision of these Terms of Use 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 Terms of Use will continue in full force and effect.
Entire Agreement
The Terms of Use and our Privacy Policy constitute the sole and entire agreement between you and MYRM Technologies, LLC with respect to the MyRM Platform and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the MyRM Platform.
Your Comments and Concerns
The MyRM Platform is operated by MYRM Technologies LLC, 55 Water Street New York, NY 10041.All other feedback, comments, requests for technical support and other communications relating to the MyRM Platform should be directed to: info@myrm.com.