Welcome to the website of Malartu, Inc.
Last Modified: September 7th, 2017
Restrictions and Responsibilities
Customer will not, directly or indirectly: reverse engineer, decompile, disassemble or otherwise attempt to discover the source code, object code or underlying structure, ideas, know-how or algorithms relevant to the Services or any software, documentation or data related to the Services (“Software”); modify, translate, or create derivative works based on the Services or any Software (except to the extent expressly permitted by Malartu or authorized within the Services); use the Services or any Software for timesharing or service bureau purposes or otherwise for the benefit of a third; or remove any proprietary notices or labels. With respect to any Software that is provided to Customer, Malartu hereby grants Customer a non-exclusive, non-transferable, non-sublicensable license to use such Software during the Term only in connection with the Services.
Customer must use commercially reasonable efforts to ensure that each of its portfolio companies consents to and enables the data, statistic, metric, and information gathering mechanisms that are reasonably necessary for Malartu to perform the Service (“Access”).
Customer may not remove or export from the United States or allow the export or re-export of the Services, Software or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign agency or authority. As defined in FAR section 2.101, the Software and documentation are “commercial items” and according to DFAR section 252.2277014(a)(1) and (5) are deemed to be “commercial computer software” and “commercial computer software documentation.” Consistent with DFAR section 227.7202 and FAR section 12.212, any use modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.
Customer represents, covenants, and warrants that Customer will use the Services and Software only in compliance with Malartu’s standard published policies then in effect, if any (the “Policy”) and all applicable laws and regulations. Customer hereby agrees to indemnify and hold harmless Malartu against any damages, losses, liabilities, settlements and expenses (including without limitation costs and attorneys’ fees) in connection with any claim or action that arises from an alleged violation of the foregoing or otherwise from Customer’s use of Services or Software. Although Malartu has no obligation to monitor Customer’s use of the Services or Software, Malartu may do so and may prohibit any use of the Services or Software that it believes may be (or alleged to be) in violation of the foregoing.
Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Services or Software, including, without limitation, modems, hardware, servers, software, operating systems, networking, web servers and the like (collectively, “Equipment”). Customer shall also be responsible for maintaining the security of the Equipment, Customer account, passwords (including but not limited to administrative and user passwords) and files, and for all uses of Customer account or the Equipment with or without Customer’s knowledge or consent.
Customer shall be responsible for obtaining the Access required by Malartu to provide the Service. Customer agrees to and acknowledges that absent proper Access, Malartu will be unable to provide the Service in the manner contemplated by this Agreement. The failure to obtain Access shall not relieve Customer of any responsibility to pay fees due as set forth in the Order Form or in Section 4 of this Agreement.
CONFIDENTIALITY; PROPRIETARY RIGHTS
Malartu understands that the user (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party). Proprietary Information of Malartu includes non-public information regarding features, functionality and performance of the Service and Software. Proprietary Information of Customer includes non-public data provided by Customer or companies within the Customer’s portfolio to Malartu to enable the provision of the Services (“Customer Data”). The Receiving Party agrees: (a) to take reasonable precautions to protect such Proprietary Information, and (b) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information after five (5) years following the disclosure thereof or any information that the Receiving Party can document (i) is or becomes generally available to the public, or (ii) was in its possession or known by it prior to receipt from the Disclosing Party, or (c) was rightfully disclosed to it without restriction by a third party, or (d) was independently developed without use of any Proprietary Information of the Disclosing Party or (e) is required to be disclosed by law.
Customer shall own all right, title and interest in and to the Customer Data, as well as any data that is based on or derived from the Customer Data and provided to Customer as part of the Services. Malartu shall own and retain all right, title and interest in and to (a) the Services and Software, all improvements, enhancements or modifications thereto, (b) any software, applications, inventions or other technology developed in connection with support, and (c) all intellectual property rights related to any of the foregoing. Notwithstanding anything to the contrary, (i) Malartu shall have the right collect and analyze data and other information relating to the provision, use and performance of various aspects of the Services and related systems and technologies (including, without limitation, Customer Data and data derived therefrom), andMalartu will be free (during and after the term hereof) to (1) use such information and data to improve and enhance the Services and for other development, diagnostic and corrective purposes in connection with the Services and other Malartu offerings, and (2) disclose such data solely in aggregate or other de-identified form in connection with its business; and (ii) Customer hereby grants Malartu a nonexclusive, perpetual, assumable, irrevocable, royalty-free, fully paid-up, worldwide license to use Customer Data to (1) create and measure portfolio company performance metrics, which metrics may be shared with other customers of Malartu, (2) share individual portfolio company performance metrics with other customers in a de-identified form, and (3) sell to other customers information, data, or reports, which may include Customer Data. No rights or licenses are granted except as expressly set forth herein.
Accessing the Website and Account Security
We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.
If you choose, or are provided with, a user name, 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 Website or portions of it using your user name, password or other security information. You agree to notify us by email immediately at email@example.com of any unauthorized access to or use of your user name or password or any other breach of security. You also agree that you are responsible for any unauthorized use of your user name, password or other security information that is made prior to your notification to us that your credentials have been compromised and we have had a reasonable period to respond.
Changes to Website Content
We may update the content on the Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.
Information About You and Your Visits to the Website
Links from the Website
If the Website 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 Website, you do so entirely at your own risk and subject to the terms and conditions of use and privacy policies for such websites.
Governing Law and Jurisdiction
Waiver and Severability
Limitation on Time to File Claims