Terms of Service

1. Acceptance of these Terms

These Terms of Service (the “Terms”) are a binding agreement between you and membrain (“membrain”, the “Company”, “we”, “us”, or “our”) governing your access to and use of the membrain websites, applications, command-line tools, APIs, and related services (collectively, the “Service”). By accessing or using the Service, creating an account, or clicking to accept these Terms, you agree to be bound by these Terms and by the Privacy Policy, which is incorporated into these Terms by reference. If you do not agree, do not access or use the Service.

2. Changes to the Terms or the Service

We may modify these Terms at any time in our sole discretion. If we make material changes, we will provide notice by posting the updated Terms on the Service, updating the effective date above, or by other reasonable means. Your continued use of the Service after changes become effective constitutes acceptance of the revised Terms. We may modify, suspend, or discontinue the Service, in whole or in part, at any time, with or without notice, and we will not be liable to you or any third party for doing so.

3. Eligibility

You must be at least 13 years of age to use the Service. By using the Service, you represent and warrant that you meet this requirement and that you have the legal capacity to enter into these Terms.

4. Accounts and Security

You are responsible for maintaining the confidentiality of your account credentials, including any API keys or access tokens, and for all activities that occur under your account, whether or not authorized by you, including activity of any application, agent, or integration you connect to your account. You agree to notify us promptly of any unauthorized use of your account. We are not liable for any loss or damage arising from your failure to safeguard your credentials.

5. License to Use the Service

Subject to your compliance with these Terms, we grant you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and use the Service for your personal, non-commercial use. We reserve all rights not expressly granted to you. The Service, including all software, designs, text, and other content (excluding User Content), and all intellectual property rights therein, are and will remain the exclusive property of the Company and its licensors.

6. User Content

“User Content” means any content, data, text, or other materials you or your connected applications submit to the Service. You retain your ownership rights in User Content. By submitting User Content, you grant the Company a worldwide, non-exclusive, royalty-free, sublicensable, and transferable license to host, store, reproduce, process, adapt, modify, create derivative works of, communicate, publish, display, and distribute such User Content as necessary to operate, provide, maintain, secure, and improve the Service, and as otherwise permitted by the Privacy Policy. This license continues for as long as reasonably necessary for these purposes, including after you stop using the Service, to the extent required to operate the Service, comply with law, or enforce these Terms.

You represent and warrant that you have all rights necessary to submit your User Content and to grant the license above, and that your User Content does not violate any law or the rights of any third party. We have no obligation to monitor, review, store, maintain, or back up User Content, and we may remove, refuse, or delete User Content at any time in our sole discretion. You are solely responsible for your User Content and for maintaining independent copies of anything you cannot afford to lose.

7. Feedback

If you provide suggestions, ideas, or other feedback regarding the Service, you grant us a perpetual, irrevocable, worldwide, royalty-free, fully sublicensable and transferable license to use such feedback for any purpose without restriction or compensation to you.

8. Prohibited Conduct

You agree not to, and not to permit any third party to:

• use the Service for any unlawful purpose or in violation of any applicable law or regulation, or submit content you do not have the right to submit;
• infringe, misappropriate, or violate the intellectual property, privacy, or other rights of any person;
• attempt to probe, scan, or test the vulnerability of the Service, breach any security or authentication measures, or access non-public areas of the Service;
• interfere with or disrupt the Service, including by transmitting viruses, malware, or other harmful code, or by imposing an unreasonable load on our infrastructure;
• copy, modify, distribute, sell, lease, reverse engineer, decompile, or disassemble any part of the Service, or attempt to extract source code, except as permitted by law;
• resell, sublicense, or make the Service available to third parties except through integrations the Service is designed to support;
• use the Service to develop a competing product or service, or use automated means to scrape or harvest data from the Service other than through its intended interfaces.

9. Third-Party Services

The Service may interoperate with, or contain links to, third-party services, including sign-in providers and applications you choose to connect. We do not control and are not responsible for third-party services, and your use of them is governed by their own terms and policies. We use third-party service providers in operating the Service as described in the Privacy Policy.

10. Copyright Complaints

We respect intellectual property rights and will respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act. Notices may be submitted to john.spence.v@gmail.com. We may remove content alleged to be infringing and may terminate the accounts of repeat infringers.

11. Suspension and Termination

You may stop using the Service at any time and may request deletion of your account as described in the Privacy Policy. We may suspend or terminate your access to the Service at any time, with or without cause or notice, in our sole discretion, including for any violation or suspected violation of these Terms. Upon termination, your license to use the Service ends immediately. Sections of these Terms that by their nature should survive termination will survive, including Sections 6, 7, and 12 through 17.

12. Disclaimer of Warranties

THE SERVICE AND ALL CONTENT AND MATERIALS PROVIDED THROUGH IT ARE PROVIDED “AS IS” AND “AS AVAILABLE”, WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY. TO THE FULLEST EXTENT PERMITTED BY LAW, THE COMPANY DISCLAIMS ALL WARRANTIES, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, AND NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. WITHOUT LIMITING THE FOREGOING, WE DO NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, SECURE, ACCURATE, COMPLETE, OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT ANY CONTENT OR DATA WILL NOT BE LOST, CORRUPTED, OR ALTERED. OUTPUT GENERATED BY ARTIFICIAL-INTELLIGENCE FEATURES MAY BE INACCURATE AND SHOULD NOT BE RELIED UPON WITHOUT INDEPENDENT VERIFICATION. NO ADVICE OR INFORMATION OBTAINED FROM THE SERVICE CREATES ANY WARRANTY NOT EXPRESSLY STATED HEREIN. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SO SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL THE COMPANY OR ITS LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES, OR FOR ANY LOSS OF PROFITS, REVENUES, GOODWILL, USE, OR DATA, OR FOR THE COST OF SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR THE SERVICE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. TO THE FULLEST EXTENT PERMITTED BY LAW, THE TOTAL AGGREGATE LIABILITY OF THE COMPANY ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICE WILL NOT EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (US $100) OR THE AMOUNTS YOU PAID TO THE COMPANY FOR THE SERVICE IN THE TWELVE (12) MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

14. Indemnification

You agree to defend, indemnify, and hold harmless the Company and its affiliates, licensors, and service providers, and their respective officers, agents, and representatives, from and against any claims, liabilities, damages, judgments, awards, losses, costs, and expenses (including reasonable attorneys’ fees) arising out of or relating to: (a) your use of the Service; (b) your User Content; (c) your violation of these Terms; or (d) your violation of any law or the rights of any third party.

15. Dispute Resolution; Binding Arbitration; Class Action Waiver

Please read this section carefully — it affects your legal rights.

• Informal resolution. Before filing a claim, you agree to contact us at john.spence.v@gmail.com and attempt in good faith to resolve the dispute informally for at least thirty (30) days.
• Arbitration. Any dispute, claim, or controversy arising out of or relating to these Terms or the Service that is not resolved informally will be resolved by final and binding arbitration before a single arbitrator, administered by the American Arbitration Association under its Consumer Arbitration Rules, held in San Francisco, California or, at your election, by videoconference. Judgment on the award may be entered in any court of competent jurisdiction.
• Exceptions. Either party may bring an individual claim in small-claims court, or seek injunctive or other equitable relief in a court of competent jurisdiction to protect intellectual property rights or prevent unauthorized access to the Service.
• Class action and jury waiver. TO THE FULLEST EXTENT PERMITTED BY LAW, YOU AND THE COMPANY EACH WAIVE THE RIGHT TO A JURY TRIAL AND THE RIGHT TO PARTICIPATE IN ANY CLASS, COLLECTIVE, CONSOLIDATED, OR REPRESENTATIVE ACTION. THE ARBITRATOR MAY NOT CONSOLIDATE CLAIMS.
• Opt-out. You may opt out of this arbitration agreement by emailing john.spence.v@gmail.comwith the subject line “arbitration opt-out” within thirty (30) days of first accepting these Terms.

16. Governing Law and Venue

These Terms are governed by the laws of the State of California, without regard to its conflict-of-laws principles. Subject to Section 15, any judicial proceeding will be brought exclusively in the state or federal courts located in San Francisco County, California, and the parties consent to personal jurisdiction and venue there.

17. General

• Entire agreement. These Terms and the Privacy Policy constitute the entire agreement between you and the Company regarding the Service and supersede all prior agreements and understandings.
• Severability. If any provision of these Terms is held invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the remaining provisions will remain in full force and effect.
• No waiver. Our failure to enforce any right or provision of these Terms is not a waiver of that right or provision.
• Assignment. You may not assign or transfer these Terms without our prior written consent. We may assign these Terms without restriction, including in connection with a merger, acquisition, or sale of assets.
• Force majeure. We will not be liable for any delay or failure to perform resulting from causes beyond our reasonable control.
• Electronic communications. You consent to receive communications from us electronically, and agree that such communications satisfy any legal requirement that communications be in writing.
• No third-party beneficiaries. These Terms do not confer any rights on any third party.

18. Contact

Questions about these Terms may be directed to john.spence.v@gmail.com.