Terms of Use of Membrace

Beyond ML Inc., 10 State street, Newburyport, MA 01950, United States, File number: 6918840, (hereinafter referred to as the Company) offers the user (hereinafter referred to as the Client) a content moderation tool for Client’s content-platforms (e.g., social platforms, online marketplaces etc.) enabling preliminary assessment of uploaded data (hereinafter referred to as the Service) on the terms and conditions set out herein (hereinafter referred to as the Terms).

1. Acceptance of Terms

1.1 By starting to use the Service, the Client expresses their full and unconditional acceptance of all the requirements set out in the Terms. The use of the Service is governed by these Terms, which constitute a legally binding agreement (hereinafter referred to as the Agreement) between the Client and the Company.

1.2 Using the Service on conditions other than those provided herein shall not be allowed unless authorized in writing by the Company. If the Client does not agree to any of the conclusion of the Terms, they shall immediately cease using the Service.

Company reserves the right, at its sole and absolute discretion, to change or modify provisions of these Terms at any time. Any such changes will become effective since the publication of the new version at: https://membrace.ai/terms. It is Client’s responsibility to periodically review these Terms to stay informed of updates. Client will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by Client’s continued use of the Service after the date such revised Terms are published.

1.3 If the Company makes any changes to these Terms as prescribed by Clause 1.2 hereof to which the Client does not agree, the Client shall stop using the Service.

1.4 Client represents and warrants that they have full legal capacity necessary to use the Service according to the Terms; and acknowledge that they have read the Terms, understand, and agree to be bound by their conditions.

By registering to use, logging into, accessing, installing, integrating or using the Service, or otherwise indicating Client’s acceptance to these Terms whenever the option is presented to Client: (a) Client is acknowledging that they have read and understand the most current version of the Terms; (b) Client is representing that they are of legal age to enter into a binding agreement with Company; (c) Client is accepting the Terms and agreeing that they are legally bound by the Terms; (d) Client is agreeing that the Terms will be deemed to satisfy any requirement under applicable law that an agreement between the Client and the Company be in writing; and (e) Client is agreeing that their actions in registering for or accessing or integrating the Service or otherwise indicating the Client’s agreement to the Terms will be deemed to be Client’s valid authenticated signature for purposes of any applicable law requiring that the Terms between the Client and the Company be signed by the Client in writing.

1.5 If the Client is entering into the Terms on behalf of a company or other legal entity, the Client represents that they have the authority to bind that person or entity to the Terms, and references to “Client” in the Terms will also be read to refer to that person or entity.

2. License and Restrictions

2.1 Subject to all terms and conditions of the Terms, including without limitation any registration requirements, the payment of all applicable charges and fees, and the Client’s agreement to and compliance with any additional terms applicable to the Service, the Company entitles the Client to use the Service on a limited non-exclusive, nontransferable, non-assignable, non-sublicensable, revocable basis, only when the Client is in compliance with all terms and conditions of the Terms, and the Terms have not been terminated, to access and use available features of the Service in accordance with all terms and conditions of these Terms. Any content that may be made available by the Company in connection with the Service contains proprietary and confidential information that is protected by applicable intellectual property and other laws.

2.2 Client may access the Service only for lawful purposes. All rights, title, and interest in and to the Service and its components, content and all related intellectual property rights shall remain with and belong exclusively to the Company. Client shall maintain the copyright notice and any other notices that appear on the Service on any copies and any media. Client agrees not to make any other use of the Service that is not specifically permitted in the Terms without the Company’s prior express consent in writing. Without limiting any other term of the Terms, the Client agrees that they will not: 

1. engage in any act not expressly permitted by the Terms, or access or use the Service in violation of the Terms or in violation of any applicable laws, rules or regulations;
2. license, sublicense, sell, resell, provide, lease, lend, use for timesharing purposes, transfer, assign, distribute or otherwise commercially exploit or make available the Service or Client’s right to access or use the Service to any third party in any way (unless the Company has given the Client express permission in writing to do so);
3. copy, modify, adapt, publicly display or publicly perform or create derivative works of the Service or any portion thereof, or decompile, reverse assemble, or otherwise reverse engineer or attempt to hack or otherwise discover any source code or underlying ideas or algorithms of the Service or any portion thereof, except to the extent as may be expressly permitted by law and authorized hereunder;
4. copy the Service or any part, feature, function or user interface thereof, access the Service in order to build a competitive product or service;
5. attempt to gain unauthorized access to, or otherwise impair the integrity, use or security of the Service or any information accessible thereby (including information of third parties) or any systems or data of the Company or a third party; 
6. interfere with or disrupt the integrity or performance of the Service or its components;
7. use the Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy or intellectual property rights;
8. permit direct or indirect access to or use of the Service in a way that circumvents a contractual usage limit;
9. share Client’s account login credentials with any third party;
10. use the Service to process, store, transmit or receive any information or materials if prohibited under the Terms, by policies of the given online retailer or by applicable laws, rules or regulations.

3. Use and functionality of the Service

3.1 The Service provides the Client with a content moderation tool to assess all data on the Client's website that has been submitted for validation, to the extent that they must meet pre-established standards of acceptability for further publication on the Client's content platform.

To access the Service the Client shall submit a request to connect to the API, after receiving an API-Key the Client can integrate the Service with the Client’s Platform.

3.2 The Service provides moderation for various types of content. Content moderation is designed to detect potentially offensive and inappropriate content. The Client may choose moderation of the types needed and determine the criteria of inappropriate content as provided by the Company, and / or add their own to the Company’s suggested criteria, or solely determine their own criteria for moderation. 

In case the Client requires non-standard criteria for content-moderation they can submit a customization request to the Company. The Company at its own and absolute discretion can deny the Client’s request of customized content-moderation without giving any reason. 

3.3 Moderation process is based on automated algorithms with additional selective checking procedure by the Company. The Company does not guarantee that the results of the moderation will be exhaustive, reliable, accurate, complete, or error-free. The algorithms of moderation are not based on legal requirements for content moderation of unlawful or harmful information and may differ from the standards. The Client understands and acknowledges that the Service provided is of a subjective nature and is dependent upon individualized review. The Company shall not be liable for the subjective determinations made by the Service, Company’s members, employees, agents, representatives or subcontractors which, in any event, are advisory only and may be rejected by the Client.

3.4 The Client is responsible for their account and for their confidential data. The Client should refer to the login and password as confidential information and not disclose them to third parties. All actions performed from the Client’s account are considered to have been performed by the Client. The Client may not use the Service for the purpose of carrying out any activity that is aimed at violating the applicable law, the Terms and/or rights and legitimate interest of any third party.

3.5 The Client agrees that the Company, at its sole and absolute discretion, has the right to refuse access to the Service completely or partially to its functionality (if applicable), in case of Client’s inconsistency with these Terms, including, as a result of obtaining complaints from third parties or notifications from any public authority that the actions of the Client may violate applicable laws.

3.6 These Terms shall remain in full force and effect while using the Service. Without limiting any other provision of these Terms, the Company reserves the right to, at its sole and absolute discretion and without notice or liability, deny access to and use of the Service, to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these Terms or any applicable law of regulation. The Company reserves the right to modify or discontinue all or part of the Service without notice at any time. Company will not be liable to the Client or any third party for any modification, price change, suspension, or discontinuance of the Service.

3.7 The Company has no obligation to monitor Client’s use of the Service, but Company reserves the right to do so at its own discretion and may prohibit any use of the Service believed to be (or is alleged to be) in violation of these Terms or applicable laws and regulations.

3.8 Client may be granted a trial period of a set duration. Company reserves the right to modify or revoke access to features or the duration of this trial period at any time and without notice.

4. Payments

4.1 To access the Service the Client should pay the invoice in advance within thirty (30) calendar days from the issuance date by bank transfer. The payment obligation shall be deemed fulfilled from the moment of crediting of the invoiced amount in full to the Company’s bank account. Payment of the invoice will be sufficient agreement of these Terms of use.

4.2 Taxes. The cost of the invoiced service includes all applicable taxes, fees, duties and other payments levied in accordance with the tax legislation of the country of our incorporation (if any). You shall transfer us total amount of cost of the services rendered without withholding any taxes, fees, duties and/or other payments.

4.3 The cost of invoiced service will not include commissions for money transfers and other payments in favor of the organizations that accept and maintain payments. You shall pay the above commissions and other charges independently and at your own expense.

4.4 Shall the invoice issued under the customer’s order be paid by a third party, the parties hereof shall consider such payment as if it is made by the person authorized by you (the customer’s representative).

4.5 The service shall be deemed duly performed by the Company and accepted by the Client in the amount specified in the invoice unless within ten (10) calendar days from the end of the invoiced month you have not provided us with motivated written objections. Upon expiration of the above term, no objection claims from the customer regarding the service, including its quantity (volume), cost, and quality, shall be accepted.

5. Intellectual Property

5.1 The exclusive right to the Service is owned by the Company. These Terms shall not grant to the Client any rights to use the Service except as provided directly within the Service interface in accordance with these Terms.

5.2 All trademarks, patents, copyrights, and other intellectual property rights owned by either Party prior to the provision of the Service by the Company shall be and shall continue to be owned solely by such Party, and nothing herein shall be deemed to confer any rights to any such intellectual property on the other Party, except as provided herein.

5.3 Company alone (and its licensors, where applicable) shall own all right, title and interest to the Service, including any derivatives, suggestions, enhancement requests, feedback, recommendations or other information provided by the Client or any other party relating to the Service, and any aggregated metrics, data and trends compiled by the Company. This Agreement does not convey to the Client any rights of ownership in or related to the Service, or any intellectual property rights of the Company. Company’s name, logo, and the product and service names associated with the Service are trademarks of the Company, and no right or license is granted to use them hereunder. The Service and Company’s proprietary website located at https://membrace.ai/ (hereinafter referred to as the Webpage) may include trademarks, service marks or logos of third parties, all of which are the property of their respective owners. All content published on the Webpage belongs to the Company and/or its licensors under applicable copyright law.

5.4 Notwithstanding anything to the contrary contained herein, the Company shall be entitled to adjust the scope of the Service and its functionality to reflect the continuing development of the Service and technical advances. The Client acknowledges and expressly agrees that any results and proceeds from such adjustments, without respect to whether the Client had any influence or input, shall accrue to the sole benefit of Company.

5.5 The Client is prohibited from violating or attempting to violate the security of the Service, including, without limitation, (a) accessing data not intended for such user or logging onto a server or an account which the Client is not authorized to access; or (b) attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization; or (c) accessing or using the Service or any portion thereof without authorization, in violation of these Terms or in violation of applicable law. The Client may not use any scraper, crawler, spider, robot or other automated means of any kind to access or copy data on the Service or Company’s Webpage, deep-link to any feature or content on the Service or Company’s Webpage, bypass Company’s robot exclusion headers or other measures we may use to prevent or restrict access to the Service. Violations of system or network security may result in civil or criminal liability. The Client agrees not to use any device, software or routine to interfere or attempt to interfere with the proper working of the Service or any activity being conducted via the Service.

5.6 The Client hereby grants to Company the non-exclusive, non-transferable, limited, revocable right to use Client’s name, trademarks and logo during the terms of the Service being provided to the Client to communicate the relationship with the Client. The Client hereby warrants and represents that it is the true and sole owner of registrations, applications and/or common law rights in and to the trademark, copyright, or other intellectual property rights in and to the Client’s name, trademark and logo. The Client agrees that Company may identify the Client as Company’ customer and may display Client’s logo on Company’s Webpage.

6. Indemnification

The Client agrees to indemnify, defend and hold the Company, its officers, directors, shareholders, predecessors, successors in interest, employees, agents, subsidiaries and affiliates, harmless from any and all demands, loss, liability, claims or expenses, judgments, costs, liabilities, including attorneys’ fees and other professional fees and costs, incurred by the Company and/or arising out of or resulting from (1) any actual or alleged violation by the Client of any provisions of the applicable law and the Terms (including any representation or warranty herein); (2) any activity related to the Client’s account by the Client or any other person accessing the Service with the Client’s password; (3) the Client’s use of and access to the Service; (4) the Client’s actual or alleged violation of any third party right; (5) the Client’s actual or alleged violation of any law, rule or regulation; (6) the Client’s content or data, including if it causes any damage to a third party. The Client’s defense, indemnification and hold harmless obligations in this agreement will survive this agreement and the Client’s use of the Service.

7. Disclaimer of Warranties

7.1 To the fullest extent permitted by the applicable law, the Company provides the Service on an “as is” and “as available” basis and makes no representations or warranties of any kind concerning the Service, express, implied, statutory, or otherwise, including, without limitation, merchantability, fitness for a particular purpose. Company does not warrant that the functions or content contained in the Service will be uninterrupted or error-free, or that Company’s servers are free of viruses or other harmful components, and the Company does not warrant that any of those issues will be corrected. In particular, the Company makes no representation or warranty that the information provided through the Service, regardless of the source, is accurate, complete, reliable, current, or error-free. Company disclaims all liability for any inaccuracy, error, or incompleteness in the Service.

7.2 The Company is not responsible for any damage that may result from the Service and the Client’s dealing with any other service user or user of third-party services. The Client understands and agrees that they use any portion of the Service at their own discretion and risk, and that the Company is not responsible for any damage to the Client’s property (including computer system or mobile device used in connection with the Service) or any loss of data, including content.

7.3 Company makes no guarantee or representation of any kind concerning the results of Client’s use of the Service. Any testimonials or examples displayed or depicted through the Webpage and/or in the Service are only examples of what may be possible. There can be no assurance as to any particular outcome, including increased income, online marketplace ranking, sales, and/or any other outcome, based on the use of the Service or any other products, programs or service offered by Company.

8. Limitation of Liability

8.1 In no event, under no circumstances and under no legal theory (whether in contract, tort or otherwise) shall the Company or the Company’s affiliates be liable for any direct, indirect, incidental, consequential (including damages from loss of business, lost profits, litigation, or the like), punitive, exemplary or special damages, or for loss of profits or damages incurred directly or indirectly, any loss of goodwill or business reputation, cost of procurement of substitute goods or services, or other intangible loss, arising due to business interruption or from loss or inaccuracy of information and / or moderation of the content, including if and to the extent any of the foregoing arise in connection with this agreement or the Client’s use or inability to use the Service, whether or not such damages were foreseeable and even if the Company were advised that such damages were likely or possible. 

8.2 The Company is not responsible for the use of the Service by the Client, the damage it may cause to the Client, the device of the Client or third parties, for any loss of the data, violation of rights, or any other damage. The Service can be used only for information and reference purposes. The Company does not guarantee completeness and accuracy of the Service, the results of the Client’s use of the Service, including moderation-related results, its contents, completeness, accuracy, objectivity, lack of bias, lawfulness, compliance with any potentially applicable norms and regulations. The Company does not guarantee Service’s fitness for a particular purpose, including but not limited to conducting accurate calculations, endorsing legally binding and / or relevant actions and / or facts, and any other aims which are out of the scope of the Service functionality.

8.3 The Client acknowledges that this limitation of liability is an essential term between the Client and the Company relating to the provision of the Service and the Company would not provide the Service without this limitation.

9. Amendments

9.1 Company reserves the right to change or extend these Terms at any time with effect for the future only, as far as this appears necessary and does not adversely affect the Client against good faith. Changes and further developments of the Service or other services offered may also require a change or amendment of the Terms.

9.2 Company reserves the right to modify or discontinue the Service at any time with or without notice to you, including without limitation by adding or subtracting features and functionality, third party content, etc. In the event of such modification or discontinuation of the Service, the Client’s sole remedy shall be to terminate this agreement or cancel her subscription if applicable. Continued use of the Service following notice of any such changes will indicate Client’s acknowledgement and acceptance of such changes and satisfaction with the Service as so modified.

10. Dispute Resolution and Governing Law

10.1 All questions and claims related to the use/inability to use the Service shall be sent to the Company at: info@membrace.ai.

10.2 The Client agrees that in the event of any dispute between the Client and the Company, the Client will first contact the Company and make a good faith sustained effort to resolve the dispute before resorting to more formal means of resolution, including without limitation, any court action.

10.3 This agreement shall be governed, construed, and enforced in accordance with the laws of the State of Delaware, without regard to its conflict of laws rules, or international law or convention.

10.4 All disputes arising from application of the Terms, or the use of the Service shall be settled by the court at the Company’s location subject to the mandatory pre-trial settlement of disputes by means of the Client requests via the email according to section 10.1. of the Terms.

11. Data Protection

11.1 The Client hereby acknowledges and agrees that using the Service, the Company may receive anonymous statistical data on the use of the Service and technical information on the software and devices of the Client. Such data is processed by the Company in accordance with the applicable law. 

11.2 The Client represents and warrants that during the execution of the Terms they will comply with all the requirements of the applicable legislation on personal data (if such is applicable to the relations of the Parties), and also guarantees that if the transfer of personal data of third parties to the Company takes place, the Client has obtained necessary legal basis for processing such data by the Company, and the relevant third parties are notified of the processing of their personal data (if such notification is required by applicable law). The Client is solely and fully responsible for compliance with the requirements of the applicable legislation on personal data, releasing the Company, its affiliates, partners and / or counterparties from any claims from third parties (including authorized state bodies).

11.3 Any matters related to the processing of the personal data required to provide the Service, as well as the personal data that the Client provides upon the registration or in the process of using the Service shall be governed by the Privacy Policy available at: https://membrace.ai/privacy. 

11.4 For any questions related to the processing Client information, please contact: info@membrace.ai.

12. Miscellaneous

‍12.1 Force Majeure

Neither Company nor Client shall be liable for any delay in performance or non-performance directly or indirectly caused by or resulting from acts of God, fire, flood, accident, pandemic, epidemic, hackers, third party internet providers, government orders, power failures, nuclear destruction, public health crisis, quarantine, riot, war, government intervention, embargoes, employee strikes or other difficulties which are beyond the reasonable control and without negligence or other fault of such party (“Force Majeure”). Any such Force Majeure event shall not relieve Client of its payment obligations.

12.2 Severability

The invalidity or unenforceability of any provisions of these Terms shall not affect the validity or enforceability of any other provisions of these Terms, which shall remain in full force and effect. Any provision of these Terms which imposes an obligation after termination or expiration of this agreement shall survive the termination or expiration of this agreement.

12.3 Entire Agreement

These Terms constitute the entire agreement between the Client and the Company with respect to the subject matter of these Terms and supersede and replace any other prior or contemporaneous agreements, representations and understandings of the parties, written or oral, or terms and conditions applicable to the subject matter of these Terms. The Company’s past, present, and future affiliates and agents can invoke the Company’s rights under this agreement in the event they become involved in a dispute with Client. Otherwise, these Terms do not give rights to any third parties.

12.4 Assignment

The Client may not assign any of her rights under these Terms, and any such attempt will be void. The Company may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Service.

In the event the Company is sold to a third party, such a sale will not be deemed a transfer of personal information so long as that third party agrees to assume Company’s obligations under these Terms.

12.5 Independent Contactor

Company shall, at all times, be deemed to be independent contractors and shall not be deemed to be employees, agents, joint venturers, partners or representatives of the Client, or be authorized or empowered to create any claim, debt or obligation on behalf of the Client.

12.6 Links

In case the Company’s Webpage and the Service contain links to third party websites or other resources, the Client acknowledges and agrees that the Company is not responsible or liable for the availability, accuracy, content or policies of third-party websites or other resources. Links to such websites or resources are provided only as a convenience to the Client and do not imply any endorsement by or affiliation with the Company. The Client acknowledges sole responsibility for and assumes all risk arising from the use of any such third-party websites or resources.

12.7 Headings

The section headings contained in these Terms are for reference purposes only and shall not affect in any way the meaning or interpretation of these Terms.

12.8 Compliance with Law

The Client is responsible for compliance with the applicable law in using the Service. In all parts of these Terms, unless expressly stated otherwise, the term “applicable law” or “governing law” shall mean both the laws of the State of Delaware and the laws of countries of the Client’s current location or the location of Client’s hardware, as well as of other jurisdictions where he performs legally significant acts hereunder, including but not limited to, any and all by-laws, as well as their binding interpretations and clarifications. If the use of any Service function or feature by the Client is found in breach of the applicable law, the Client shall refrain from using the Service in its entirety.

12.9 Notices

All notices to Client will be effective when sent to the last email or physical address Client provided to Company when accessing the Service. Any notice to Company will be effective when delivered to Company at: info@membrace.ai.

12.10 Waiver

Absence of immediate action on behalf of the Company in case of the Client’s violation or breach of any provision of the Terms in no way constitutes Company’s waiver to resort to all the available measures for defense of the Company’s interest later, nor does it constitute Company’s waiver of such rights for defense in any similar future cases or violations.

12.11 Corrections

There may be information in these Terms, on the Service or other resource of the Company that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. The Company reserves the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Service at any time, without prior notice.