Version: 3.0 Last Updated: 01/08/2018 08:00:00 UTC
THESE TERMS AND CONDITIONS (THE “TERMS”) ARE A LEGAL CONTRACT BETWEEN YOU AND SAMSUNG RESEARCH AMERICA, INC. ON BEHALF OF ITS MISSINGLINK.AI BUSINESS UNIT (THE “COMPANY”, “WE” OR “US”). THE TERMS EXPLAIN HOW YOU ARE PERMITTED TO USE THE WEBSITE LOCATED AT THE URL: HTTPS://MISSINGLINK.AI/ AS WELL AS ALL ASSOCIATED SITES LINKED TO HTTPS://MISSINGLINK.AI/ BY THE COMPANY, ITS SUBSIDIARIES AND AFFILIATED COMPANIES (COLLECTIVELY, THE “SITE”). THE COMPANY ALSO PROVIDES A SOFTWARE DEVELOPMENT KIT (“SDK”), COMMAND LINE TOOLS (“CLI”), AND AN APPLICATION PROGRAMMING INTERFACE TO STORE AND ACCESS DATA ON THE SITE (“API”). THE SITE, THE SDK, THE SOFTWARE AGENTS, THE API AND THE RELATED SERVICES OFFERED BY THE COMPANY IS COLLECTIVELY REFERRED TO AS THE “SERVICE”. BY USING THE SERVICE, YOU ARE AGREEING TO ALL THE TERMS; IF YOU DO NOT AGREE WITH ANY OF THESE TERMS, DO NOT ACCESS OR OTHERWISE USE THE SERVICE OR ANY INFORMATION CONTAINED ON THE SERVICE.
NOTE: THESE TERMS CONTAIN A DISPUTE RESOLUTION AND ARBITRATION PROVISION, INCLUDING CLASS ACTION WAIVER THAT AFFECTS YOUR RIGHTS UNDER THESE TERMS AND WITH RESPECT TO DISPUTES YOU MAY HAVE WITH THE COMPANY. YOU MAY OPT OUT OF THE BINDING INDIVIDUAL ARBITRATION AND CLASS ACTION WAIVER AS PROVIDED BELOW.
The Company may make changes to the Service at any time. The Company can change, update, or add or remove provisions of these Terms, at any time by posting the updated Terms on the Service. By using the Service after the Company has updated the Terms, you are agreeing to all the updated Terms; if you do not agree with any of the updated Terms, you must stop using the Service and cancel your Subscription (see “Subscriptions” section below for information on how to cancel your Subscription).
By using the Service, if you are an individual, you represent, acknowledge and agree that you are at least 18 years of age, or if you are under 18 years of age but are at least 13 years old (a “Minor”), that you are using the Service with the consent of your parent or legal guardian and that you have received your parent’s or legal guardian’s permission to use the Service and agree to its Terms. If you are a parent or legal guardian of a Minor, you hereby agree to bind the Minor to these Terms and to fully indemnify and hold harmless the Company if the Minor breaches any of these Terms. If you are not at least 13 years old, you may not use the Service at any time or in any manner or submit any information to the Company or the Service.
If you are accessing the Service on behalf of a company or other legal entity (“Entity”), you represent that you are authorized to act on behalf of the Entity and to bind such Entity to these Terms.
The Company provides content through the Service that is copyrighted and/or trademarked work of the Company or the Company’s third-party licensors and suppliers (collectively, the “Materials”). Materials may include data, texts, transcriptions, logos, graphics, video, audio, images, software and other content.
Subject to the terms and conditions of these Terms, and your compliance with these Terms, the Company hereby grants you a limited, non-exclusive and non-transferable license, without the right to sublicense, (i) to use the Site and the API solely internally and solely as intended through the provided functionality of the Site and API (ii) to use internally, only in object code form, the CLI and the SDK solely on those computers, servers, hardware, and other devices and resources connected to a computer network owned, controlled or operated on behalf of you.
Certain items of software included with the CLI and the SDK are subject to “open source” or “free software” licenses (“Open Source Software”). Some of the Open Source Software is owned by third parties. The Open Source Software is not subject to the terms and conditions of these Terms. Instead, each item of Open Source Software is licensed under the terms of the end user license that accompanies such Open Source Software.
Except for the foregoing license, you have no other rights in the Service or any Materials. You shall not, directly or indirectly, and you shall not permit any third party to: (a) reverse engineer, decompile, disassemble or otherwise attempt to discover the source code or underlying ideas or algorithms of the Service; (b) modify, translate, or create derivative works based on any element of the Service or any related documentation; (c) rent, lease, distribute, sell, resell, assign, or otherwise transfer your rights to use the Service; (d) use the Service for timesharing purposes or otherwise for the benefit of any third party; (e) remove any proprietary notices from the Service or related documentation; (f) use the Service for any purpose other than its intended purpose; (g) interfere with or disrupt the integrity or performance of the Service; (h) introduce any Open Source Service into the Service; or (j) attempt to gain unauthorized access to the Service or their related systems or networks.
Your Subscription is subject to the service capacity and usage restrictions displayed to you when you register for or purchase your Subscription, and you may not exceed those service capacity and usage restrictions.
If you breach any of these Terms, the above license will terminate automatically.
You can simply view the Site. You need not register with the Company to simply visit and view the Site.
However, in order to access certain restricted areas of the Site and to use certain Services and Materials offered on and through the Service, you must register with the Company for an account.
You may register for an account with the Company through the account registration page on the Site.
You are responsible for maintaining the confidentiality of your login access token (“Access Token”), and you are responsible for all activities that occur using your Access Token. You agree not to share your Access Token, let others access or use your Access Token or do anything else that might jeopardize the security of your Access Token. You agree to notify the Company if your Access Token on the Service is lost, stolen, if you are aware of any unauthorized use of your Access Token on the Service or if you know of any other breach of security in relation to the Service.
All the information that you provide when registering for an account and otherwise through the Service must be accurate, complete and up to date. You may change, correct or remove any information from your account by logging into your account directly and making the desired changes.
By registering for an account with the Company, you become a “Subscriber” with access to certain restricted areas of the Site and certain Services (a “Subscription”). Each Subscription and the rights and privileges provided to a Subscriber is personal and non-transferable.
Certain Services are provided to you free-of-charge. Other Services require payment before you can access them and access to such Services is referred to as “Paid Subscriptions”. Paid Subscriptions are sold on a monthly or annual basis.
All sales and payments of Paid Subscription fees will be in US Dollars.
The fee that we will charge you for your Paid Subscription will be the price posted on the Service on the date that you purchase the Paid Subscription. The Company reserves the right to change prices for Subscriptions at any time (but not the price in effect for your then-current Paid Subscription term), upon notice, and does not provide price protection or refunds in the event of promotions or price decreases.
We will charge you for your first Paid Subscription fee on the date that we process your order for your Paid. Once you are charged the first Paid Subscription fee, you will receive a confirmation e-mail notifying you of your ability to access those Paid Subscription-only portions of, and Materials on, the Service.
You may choose to upgrade your Paid Subscription during your subscription term. In that case, you will pay the subscription fee corresponding to the upgraded Paid Subscription for the remainder of your subscription term.
You will be liable for paying any and all applicable sales and use taxes for the purchase of your Paid Subscription based on the mailing address that you provide when you register as a Subscriber, and you authorize the Company to charge you for any such applicable taxes.
The Company reserves the right to modify pricing at any time (but not the price in effect for your then-current Paid Subscription term), upon advance notice to you. If you have not canceled your Paid Subscription or turned off the auto-renew function within the specified time after receiving notice of a price change, your Paid Subscription will auto-renew at the price indicated in your notice.
7-Day Refund Period: You may cancel this contract without any penalty or obligation, if notice of cancellation is given within 7 days from the date of purchase. To cancel and receive a refund within the 7-Day Refund Period, contact customer service by email at firstname.lastname@example.org. Your cancellation will be effective immediately, and a refund will be issued within 10 business days.
Thereafter: You may cancel your Paid Subscription at any time by emailing email@example.com or through your Account Settings page. Except as provided below, your cancellation will be effective on the next renewal date of your Paid Subscription.
Except as provided below, you will not be refunded for any subscription fees charged for a monthly Paid Subscription prior to the effective date of cancellation. You will not be eligible for a pro-rated refund of any portion of the subscription fees paid for a monthly Paid Subscription for any unused days of the then-current subscription term. If you cancel your monthly Paid Subscription, you will enjoy your subscription benefits until the expiration of the then-current subscription term for which you have been paid, and your subscription benefits will expire at the end of the then-current subscription term.
If you cancel an annual Paid Subscription, you may be eligible for a partial refund. You will be treated as if you purchased a monthly Paid Subscription (with the same subscription benefits) that you then terminated in accordance with the foregoing paragraph. You will receive a partial refund that is calculated by taking the amount that you actually paid for your annual Paid Subscription and subtracting the amount that you would have paid had you purchased a monthly Paid Subscription instead, and your subscription will expire at the end of the applicable monthly period in accordance with the foregoing paragraph.
You agree to pay all fees or charges to your account based on the Company’s fees, charges, and billing terms in effect as shown on the payment page. If you do not pay on time or if the Company cannot charge your credit card, PayPal or other payment methods for any reason, the Company reserves the right to either suspend or terminate your access to the Service and account and terminate these Terms. You are expressly agreeing that the Company is permitted to bill you for the applicable fees, any applicable tax and any other charges you may incur in connection with your use of the Service and the fees will be billed to your credit card, PayPal or other payment method designated on your initial registration with the Service, and thereafter at regular intervals for the remainder of the term of these Terms. If you have a balance due on any account, you agree that the Company may charge such unpaid fees to your credit card or other available payment method or otherwise bill you for such unpaid fees. All fees paid to the Company are non-refundable, except as otherwise expressly stated herein and subject to applicable laws.
You are responsible for the data that you manage using the Service. You agree to indemnify and hold the Company and its officers, directors, employees, affiliates, agents, licensors, and business partners harmless from and against any and all costs, damages, liabilities, and expenses (including attorneys’ fees and costs of defense) the Company or any other indemnified party suffers in relation to, arising from, or for the purpose of avoiding, any claim or demand from a third-party that the data that you manage using the Service violates any applicable law or regulation, or the copyrights, trademark rights, privacy rights or other rights of any third-party.
MissingLink.ai is a trademark of the Company in the United States. Other trademarks, names, and logos on the Service are the property of their respective owners.
Unless otherwise specified in these Terms, all information and screens appearing on the Service, including documents, services, site design, text, graphics, logos, images, and icons, as well as the arrangement thereof, are the sole property of the Company, Copyright © 2018 Samsung Research America, Inc. All rights not expressly granted herein are reserved. Except as otherwise required or limited by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is strictly prohibited without the express written consent of the copyright owner or license.
Your use of the Service is at your own risk. The Materials have not been verified or authenticated in whole or in part by the Company, and they may include inaccuracies or typographical or other errors. The Company does not warrant the accuracy or timeliness of the Materials contained on the Service. The Company has no liability for any errors or omissions in the Materials, whether provided by the Company, our licensors or suppliers or other users.
THE COMPANY, FOR ITSELF AND ITS LICENSORS, MAKES NO EXPRESS, IMPLIED OR STATUTORY REPRESENTATIONS, WARRANTIES, OR GUARANTEES IN CONNECTION WITH THE SERVICE, OR ANY MATERIALS RELATING TO THE QUALITY, SUITABILITY, TRUTH, ACCURACY OR COMPLETENESS OF ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SERVICE, INCLUDING WITHOUT LIMITATION THE MATERIALS. UNLESS OTHERWISE EXPLICITLY STATED, TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICE, MATERIALS AND ANY INFORMATION OR MATERIAL CONTAINED OR PRESENTED ON THE SERVICE IS PROVIDED TO YOU ON AN “AS IS,” “AS AVAILABLE” AND “WHERE-IS” BASIS WITH NO WARRANTY OF IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS. THE COMPANY DOES NOT PROVIDE ANY WARRANTIES AGAINST VIRUSES, SPYWARE OR MALWARE THAT MAY BE INSTALLED ON YOUR COMPUTER.
THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY DAMAGES RESULTING FROM YOUR USING, DISPLAYING, COPYING, OR DOWNLOADING ANY MATERIALS TO OR FROM THE SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL THE COMPANY BE LIABLE TO YOU FOR ANY INDIRECT, EXTRAORDINARY, EXEMPLARY, PUNITIVE, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE) HOWEVER ARISING, EVEN IF THE COMPANY KNOWS THERE IS A POSSIBILITY OF SUCH DAMAGE.
NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE COMPANY SHALL NOT BE LIABLE TO YOU FOR ANY AMOUNTS THAT, TOGETHER WITH AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID BY YOU TO COMPANY FOR THE SERVICES OFFERED ON THE SERVICE IN THE 3 MONTHS PRIOR TO THE ACT THAT GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
The Company controls and operates the Service from its headquarters in the United States of America. If you use the Service outside the United States of America, you are responsible for following applicable local laws.
If you send or transmit any communications, comments, questions, suggestions, or related materials to the Company, whether by letter, email, telephone, or otherwise (collectively, “Feedback”), suggesting or recommending changes to the Service or Materials, including, without limitation, new features or functionality relating thereto, all such Feedback is, and will be treated as, non-confidential and non-proprietary. Except as prohibited by applicable law, you hereby assign all right, title, and interest in, and the Company is free to use, without any attribution or compensation to you, any ideas, know-how, concepts, techniques, or other intellectual property and proprietary rights contained in the Feedback, whether or not patentable, for any purpose whatsoever, including but not limited to, developing, manufacturing, having manufactured, licensing, marketing, and selling, directly or indirectly, products and services using such Feedback. Where the foregoing assignment is prohibited by law, you hereby grant the Company an exclusive, transferable, worldwide, royalty-free, fully paid-up license (including the right to sublicense) to use and exploit all Feedback as the Company may determine in its sole discretion. Notwithstanding the foregoing, you understand and agree that the Company is not obligated to use, display, reproduce, or distribute any such ideas, know-how, concepts, or techniques contained in the Feedback, and you have no right to compel such use, display, reproduction, or distribution.
Most user concerns can be resolved quickly and to a user’s satisfaction by contacting us via email at firstname.lastname@example.org. This Provision facilitates the prompt and efficient resolution of any disputes that may arise between you and the Company. Arbitration is a form of private dispute resolution in which persons with a dispute waive their rights to file a lawsuit, to proceed in court and to a jury trial, and instead submit their disputes to a neutral third person (or arbitrator) for a binding decision. You have the right to opt-out of this Provision (as explained below), which means you would retain your right to litigate your disputes in a court, either before a judge or jury.
Please read this Provision carefully. It provides that all Disputes between you and the Company shall be resolved by binding arbitration. Arbitration replaces the right to go to court. In the absence of this arbitration agreement, you may otherwise have a right or opportunity to bring claims in a court, before a judge or jury, and/or to participate in or be represented in a case filed in court by others (including, but not limited to, class actions). Except as otherwise provided, entering into this agreement constitutes a waiver of your right to litigate claims and all opportunity to be heard by a judge or jury. There is no judge or jury in arbitration, and court review of an arbitration award is limited. The arbitrator must follow this agreement and can award the same damages and relief as a court (including attorney’s fees).
For the purpose of this Provision, the “Company” means the Company and its parents, subsidiary, and affiliate companies, and each of their respective officers, directors, employees, and agents. The term “Dispute” means any dispute, claim, or controversy between you and the Company regarding, arising out of or relating to any aspect of your relationship with the Company, whether based in contract, statute, regulation, ordinance, tort (including, but not limited to, fraud, misrepresentation, fraudulent inducement, or negligence), or any other legal or equitable cause of action or claim for relief, and includes the validity, enforceability or scope of this Provision (with the exception of the enforceability of the Class Action Waiver clause below). “Dispute” is to be given the broadest possible meaning that will be enforced, and shall include any claims against other parties relating to services or products provided or billed to you (such as the Company’s licensors, suppliers, dealers or third-party vendors) whenever you also assert claims against us in the same proceeding.
WE EACH AGREE THAT, EXCEPT AS PROVIDED BELOW, ANY AND ALL DISPUTES, AS DEFINED ABOVE, WHETHER PRESENTLY IN EXISTENCE OR BASED ON ACTS OR OMISSIONS IN THE PAST OR IN THE FUTURE, WILL BE RESOLVED EXCLUSIVELY AND FINALLY BY BINDING ARBITRATION RATHER THAN IN COURT IN ACCORDANCE WITH THIS PROVISION.
For all Disputes, whether pursued in court or arbitration, you must first give the Company an opportunity to resolve the Dispute. You must commence this process by mailing written notification to Samsung Research America, Inc., Attn: Samsung NEXT Legal, 665 Clyde Avenue, Mountain View, CA 94043. That written notification must include (1) your name, (2) your address, (3) a written description of your Claim, and (4) a description of the specific relief you seek. If the Company does not resolve the Dispute within 45 days after it receives your written notification, you may pursue your Dispute in arbitration. You may pursue your Dispute in a court only under the circumstances described below.Exclusions from Arbitration/Right to Opt Out
Notwithstanding the above, you or the Company may choose to pursue a Dispute in court and not by arbitration if (a) the Dispute qualifies, it may be initiated in small claims court; or (b) YOU OPT-OUT OF THESE ARBITRATION PROCEDURES WITHIN 30 DAYS FROM THE DATE THAT YOU FIRST CONSENT TO THIS AGREEMENT (the “Opt-Out Deadline”). You may opt out of this Provision by mailing written notification to Samsung Research America, Inc., Attn: Samsung NEXT Legal, 665 Clyde Avenue, Mountain View, CA 94043. Your written notification must include (1) your name, (2) your address, and (3) a clear statement that you do not wish to resolve disputes with the Company through arbitration. Your decision to opt-out of this Arbitration Provision will have no adverse effect on your relationship with the Company. Any opt-out request received after the Opt-Out Deadline will not be valid and you must pursue your Dispute in arbitration or small claims court.Arbitration Procedures
If this Provision applies and the Dispute is not resolved as provided above (Pre-Arbitration Claim Resolution) either you or the Company may initiate arbitration proceedings. The American Arbitration Association (“AAA”), www.adr.org, or JAMS, www.jamsadr.com, will arbitrate all Disputes, and the arbitration will be conducted before a single arbitrator. The arbitration shall be commenced as an individual arbitration only, and shall in no event be commenced as a class arbitration or a consolidated or representative action or arbitration. All issues shall be for the arbitrator to decide, including the scope of this Provision.
For arbitration before AAA, for Disputes of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes will apply; for Disputes involving $75,000 or more, the AAA’s Commercial Arbitration Rules will apply. In either instance, the AAA’s Optional Rules For Emergency Measures Of Protection shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. For arbitration before JAMS, the JAMS Comprehensive Arbitration Rules & Procedures and the JAMS Recommended Arbitration Discovery Protocols For Domestic, Commercial Cases will apply. The JAMS rules are available at www.jamsadr.com or by calling 1-800-352-5267. This Provision governs in the event it conflicts with the applicable arbitration rules. Under no circumstances will class action or representative action procedures or rules apply to the arbitration.
Because the Service and these Terms concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all Disputes. However, the arbitrator will apply applicable substantive law consistent with the FAA and the applicable statute of limitations or condition precedent to suit.
Arbitration Award – The arbitrator may award on an individual basis any relief that would be available pursuant to applicable law, and will not have the power to award relief to, against or for the benefit of any person who is not a party to the proceeding. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party or if required by applicable law. Such award will be final and binding on the parties, except for any right of appeal provided by the FAA or other applicable law, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
Location of Arbitration – You or the Company may initiate arbitration in either Santa Clara County, California or the federal judicial district that includes your billing address.
Payment of Arbitration Fees and Costs – The Company will pay all arbitration filing fees and AAA or JAMS hearing fees and any arbitrator's hearing fees, costs, and expenses upon your written request to the arbitrator given at or before the first evidentiary hearing in the arbitration. You are responsible for all additional fees and costs that you incur in the arbitration, including, but not limited to, attorneys or expert witnesses. Fees and costs may be awarded as provided pursuant to applicable law. In addition to any rights to recover fees and costs under applicable law, if you provide notice and negotiate in good faith with the Company as provided in the section above titled “Pre-Arbitration Claim Resolution” and the arbitrator concludes that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorney’s fees and costs as determined by the arbitrator.
Except as otherwise provided in this Provision, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a class or representative proceeding or claims (such as a class action, consolidated action, representative action, or private attorney general action) unless both you and the Company specifically agree to do so in writing following initiation of the arbitration. If you choose to pursue your Dispute in court by opting out of the Arbitration Provision, as specified above, this Class Action Waiver will not apply to you. Neither you, nor any other user of the Service can be a class representative, class member, or otherwise participate in a class, consolidated, or representative proceeding without having complied with the opt-out requirements above.Severability
If any clause within this Provision (other than the Class Action Waiver clause above) is found to be illegal or unenforceable, that clause will be severed from this Provision, and the remainder of this Provision will be given full force and effect. If the Class Action Waiver clause is found to be illegal or unenforceable, this entire Provision will be unenforceable and the Dispute will be decided by a court.Continuation
This Provision shall survive the termination of your service with the Company or its affiliates. Notwithstanding any provision in this Agreement to the contrary, the parties agree that if the Company makes any change to this Provision (other than a change to the notice address), you may reject any such change and require the Company to adhere to the present language in this Provision if a dispute between the parties arises.
The Company may discontinue, suspend or terminate your access to the Service and/or your account, without notice or liability for any violation of these Terms or for any other use of the Service, its services or the Materials that the Company, at its sole discretion, deems improper. The Company may also discontinue offering the Service, the Materials or any of the services, or may modify any portion of the Service, the Materials or the services at any time with or without notice to you. In the event of such termination, the Company shall refund to you on a pro-rata basis that portion of any fees you previously have paid which are attributable to a time period after such termination.
The Company prefers to advise you if the Company feels you are not complying with these Terms and to recommend any necessary corrective action. However, certain violations of these Terms, as determined by the Company, may result in immediate termination of your access to the Service without prior notice to you. The Federal Arbitration Act, California state law, and applicable U.S. federal law, without regard to the choice or conflicts of law provisions, will govern these Terms. Foreign laws do not apply. The United Nations on Contracts for the International Sale of Goods and any laws based on the Uniform Computer Information Transactions Act (UCITA) shall not apply to this Agreement. Except for Disputes subject to arbitration as described above, any disputes relating to these Terms or the Service will be heard in the courts located in Santa Clara County in the State of California. If any of these Terms is found to be inconsistent with applicable law, then such term shall be interpreted to reflect the intentions of the parties, and no other terms will be modified. The Company’s failure to enforce any of these Terms is not a waiver of such term. These Terms, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be freely assigned by Company without restriction. These Terms are the entire agreement between you and the Company and supersede all prior or contemporaneous negotiations, discussions or agreements between you and the Company about the Service. The proprietary rights, disclaimer of warranties, representations made by you, indemnities, limitations of liability and general provisions shall survive any termination of these Terms.
If you have any questions about these Terms or otherwise need to contact the Company for any reason, you can reach us at email@example.com.