TERMS OF USE

Updated and Effective 11/15/2023

Introduction and Applicability. These Terms of Use (“TOU”) apply to the CinqDI platform, including all its features and functionality (the “Services”) owned and operated by MV Digital Group, LLC (“MVD,” “we,” “us”) and accessed and used by the company set forth on the applicable statement of work (“you”, “your”).  These TOU constitute a binding contract between you and MVD.

Your Representations.  You represent that you (a) have read, understood, and agree to be bound by these TOU, and (b) have all rights, permissions, and authorizations necessary to upload and provide for us to use as contemplated under these TOU all data, documents, graphics, notes, messages, content, and other materials uploaded by you to the Services (collectively, “Content”).

Intellectual Property. You acknowledge that: (i) the Services, including all trademarks, service marks, logos, documents, graphics, content, and/or other materials viewed or obtained from or through the Services (collectively “Materials”), are owned and/or licensed by MVD and are protected by copyright and other intellectual property rights; and (ii) you have no rights to transfer, reproduce, or prepare any derivative works with respect to the Materials, or to disclose confidential information pertaining to the Services or Materials.  These TOU do not convey any rights of ownership in or related to the Services, Materials or other intellectual property owned by MVD.

 License. MVD grants you a revocable, non-exclusive, non-transferable, limited right and license to access and use and permit Authorized Users to access and use the Services, provided that you comply with these TOU.  “Authorized User(s)” means your employee(s) who is/are authorized by you to access and use the Services as permitted herein.  You hereby grant us a non-exclusive, perpetual, royalty-free, fully paid-up worldwide right and license to use your Content to operate our business and furnish the Services to you.

Account Set-Up and Credentials. You are solely responsible for using the Services in accordance with these TOU, and for all activity that occurs under your account or by use of your access credentials. You shall (i) maintain the confidentiality of your access credentials and not share with anybody; and (ii) promptly notify us if you know or suspect that your access credentials have been compromised or a security breach of our Services or your account has occurred. You represent and warrant that any and all information provided to establish your account is true and accurate and that you will promptly update that information as may be necessary in the event of any change.

Use of the Services.  Any unauthorized use of the Services or Materials is prohibited.  You agree not to use the Services or Materials for any purpose that is unlawful or prohibited by these TOU, or any other purpose not reasonably intended by MVD. You further agree to abide by all applicable local, state, national and international laws and regulations, including without limitation all data privacy laws, and you shall be solely responsible for responding to any data subject access requests you receive in connection with your use of the Services. Without limiting the generality of the foregoing, you will not, nor will you allow a third party to:

• Upload, post, e-mail or otherwise transmit any Content that:
  1. is unlawful, harmful, threatening, intimidating, abusive, harassing, tortuous, defamatory, derogatory, vulgar, explicit, obscene, libelous, invasive of another’s privacy, disrespectful, hateful, or racially, ethnically or otherwise objectionable;
  2. you do not have the right to transmit under applicable law or under contractual or fiduciary relationships;

• infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

1. contains software viruses or worms or any other computer code, files or programs designed to disable, interrupt, destroy, redirect, monitor another user’s usage, limit or otherwise inhibit the functionality of any computer software or hardware or telecommunications equipment;

• assign, sublicense, rent, timeshare, loan, lease or otherwise transfer the Services or Materials, or directly or indirectly grant access to or permit anyone who is not an Authorized User to access or use the Services or Materials;
• decompile, disassemble, reverse engineer, copy, modify or create derivative works from the Services;
• impersonate any person or entity, including another user of the Services, or provide false information;
• view or attempt to view records or Content submitted by another user of the Services that is oustide the scope of your agrement with MVD;
• use automated systems (e.g., robots, spiders, etc.) to access the Services;
• forge headers or otherwise manipulate identifiers in order to disguise the origin of any Content on or transmitted through the Services;
• discuss or incite illegal activity or solicit/post sexually explicit images;
• interfere with or disrupt the Services or servers or networks connected to the Services, or disobey any requirements, procedures, policies or regulations of networks connected to the Services;
• copy, harvest, scrape, programmatically crawl, scrape, mine, gather, extract, compile, obtain, aggregate, capture, access, store, or republish any Materials including by an automated or manual process or otherwise, for any and all purposes, including but not limited to any purpose related to data mining and/or the training or operation of any software or service to the extent that it incorporates a large language model, foundation model, deep machine learning, generative artificial intelligence, or any other process of a nature commonly referred to as artificial intelligence; or
• remove any proprietary notices (e.g., copyright and trademark notices) from either the Services or Materials.

 Privacy. We maintain a Privacy Policy, which may be viewed at https://www.cinqdi.com/privacy-policy/.  We reserve the right to modify the Privacy Policy in accordance with the procedure outlined in that policy.

Changes to the Services. We may, in our sole discretion, add, change, discontinue or remove any portion or functionality of the Services at any time, or the Services as a whole, without notice.

Feedback. You may provide us with Content that constitutions suggestions, comments or other feedback about our products and services, including the Services (“Feedback”).  Feedback is voluntary. We may use Feedback for any purpose without obligation of any kind in connection with our business, including for the purpose of enhancing the Services.

Links. The Services may contain links allowing you to go to websites or other online services, including social networks, that are not under our control (“Linked Sites”). Any such Linked Sites are provided for your convenience, and inclusion of links on the Services does not suggest any association, sponsorship, or endorsement of those Linked Sites.  We are not responsible for the content or transmission of any Linked Site or for ensuring that the Linked Sites are error and/or virus free.  These TOU and the Privacy Policy do not apply to the Linked Sites.  Linked Sites may be subject to their own terms of use and privacy policies, and we encourage you to read them.

Indemnification. You will indemnify, defend, and hold harmless MVD and its parents, subsidiaries, affiliates, officers, directors, managers, employees, agents, vendors, merchants, sponsors, providers, and licensors from any and all losses, deficiencies, judgements, damages, liabilities, costs, and expenses (including but not limited to reasonable attorneys’ fees and all related costs and expenses) incurred by them as a result of any claim, lawsuit, demand, cause of action, or proceeding brought by a third party arising from any or all of the following: (i) your access, inability to access, or use our Services; (ii) any of your Content; (iii) breach of any of your obligations, representations, or warranties in these TOU; or (iv) your violation of any rights of another person.

DISCLAIMER OF WARRANTIES. OTHER THAN AS EXPRESSLY SET FORTH HEREIN, THE SERVICES AND MATERIALS ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND WITHOUT WARRANTY OF ANY KIND. MVD, ITS SUPPLIERS AND DISTRIBUTORS SPECIFICALLY DISCLAIM ALL WARRANTIES OF ANY KIND, EITHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING BUT NOT LIMITED TO ANY WARRANITES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, QUALITY OF INFORMATION, NON-INFRINGEMENT AND TITLE.  NO WARRANTY IS MADE THAT THE SERVICES WILL BE TIMELY, SECURE OR ERROR-FREE.  In jurisdictions not allowing the limitation or exclusion of certain warranties, MVD’S warranty shall be limited to the greatest extent permitted by NEW YORK law.

LIMITATION OF LIABILITY. REGARDLESS OF THE TYPE OF CLAIM OR THE NATURE OF THE CAUSE OF ACTION, TO THE EXTENT ALLOWED BY LAW, YOU UNDERSTAND AND EXPRESSLY AGREE THAT IN NO EVENT WILL MVD OR ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS OR LICENSORS, BE LIABLE FOR: (I) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF REVENUES, DATA AND PROFITS, OR OTHER INTANGIBLE LOSSES, EVEN IF MVDHAS BEEN ADVISED AS TO THE POSSIBILITY OF SUCH DAMAGES; OR (II) TOTAL CUMULATIVE LIABILITY ARISING UNDER OR RELATED TO THE SERVICES, WHETHER IN CONTRACT, TORT OR OTHERWISE, THAT EXCEEDS AMOUNTS ACTUALLY PAID BY YOU TO MVD HEREUNDER.  SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES; IN THOSE JURISDICTIONS MVD’S LIABILITY UNDER THE AGREEMENT SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS PREDICATED UPON YOUR WAIVER OF ANY RIGHT TO SUE MVD, ITS OWNER OR ITS AFFILIATES DIRECTLY OR TO PARTICIPATE IN A CLASS ACTION SUIT FOR ANY LOSSES OR DAMAGES RESULTING FROM YOUR USE OF THE SERVICES.

IN ALL CASES, NEITHER MVD NOR ITS SUPPLIERS NOR DISTRIBUTORS ASSUME ANY   RESPONSIBILITY OR LIABILITY FOR ANY ERRORS OR OMISSIONS ON THE SERVICES OR WITH RESPECT TO MATERIALS, ANY FAILURES, DELAYS OR INTERRUPTIONS IN THE ACCESSIBILITY OF THE SERVICES, ANY LOSSES OR DAMAGES ARISING FROM THE USE OF THE SERVICES OR MATERIALS, ANY CONDUCT BY OTHER USERS OF THE SERVICES, OR UNAUTHORIZED ACCESS TO OR USE OF THE SERVICES, MATERIALS, OR SERVERS.

Notices. Any notices to you from MVD regarding the Services or these TOU will be posted on the Services or made by e-mail or regular mail. 

Applicable Law; Jurisdiction and Venue. We control our Services from our offices within the United States. We make no representation that the content on our Services is appropriate, legal or available for use in other locations. You may not use or export the content in violation of United States export laws and regulations. Any claim relating to our Services or Materials shall be governed by the laws of New York, without reference to its choice of law provisions. If there is a dispute between you and us, you expressly agree that exclusive jurisdiction and venue reside in the state and federal courts located in New York, NY.

 Severability. If any of the part of these TOU is determined to be invalid or unenforceable pursuant to applicable law, including, but not limited to, the warranty disclaimers and the liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most clearly matches the intent of the original provision and the remainder of these TOU shall continue in effect.

Assignment.  MVD is permitted to assign, transfer, and subcontract its rights and/or obligations under these TOU without any notification. However, you are not allowed to assign, transfer, or subcontract any of your rights and/or obligations under these TOU.

Modification.  MVD reserves the right, in its sole discretion, to change these TOU at any time.  We will provide notice to you of any changes by posting notice on the Services. The “last updated” date indicates when the TOU were last revised. Your continued use of the Services after the TOU have been updated constitutes your agreement to any updated terms.

If you have any questions regarding these TOU, please contact us at admin@cinqdi.com.