Please read the below Terms of Service carefully. They govern your commercial relationship with us and set out legally binding provisions which regulate access to and use of Marloo, our AI note taking system.
Welcome to Marloo. Marloo is a software service, owned and operated by Marloo Limited ("Company", "we", "our", & "us"), a New Zealand registered company (company number 9118972) of Lot 3, 130 Ponsonby Road, Grey Lynn, Auckland, 1011 , New Zealand.
When you register a Marloo User Account, or access or use Marloo, you enter into a legally binding contract ("Agreement") between us and you ("you" or "your") in respect of your use of Marloo (defined below), to which these Terms of Service ("Terms") apply. If you don’t agree to these Terms, you cannot sign up to Marloo.
If you sign up for Marloo as a Customer (as defined below):
(a) you represent and warrant to us that you are an authorised representative of the company or other legal entity with authority to bind the company or other legal entity to these Terms and to use Marloo on its behalf;
(b) you must ensure that each person who is authorised by the Customer to access Marloo, or otherwise accesses Marloo in connection with the Customer’s business, has their own Marloo User Account and that they do not share their account credentials with anyone else;
(c) if the company or other legal entity on whose behalf you are acting does not agree to be bound by these Terms, or you are not authorised to enter into agreements on behalf of such company or other legal entity, you may not register for Marloo as a Customer, or access or use Marloo on behalf of the company or other entity;
(d) other than in respect of paragraphs (a), (b) and (c) above, and the payment provisions set out in clauses 3.3 and 3.4 and clause 10.2, all of which shall apply only to the Customer, references to "you" and "your" in these Terms refer to both Customers and Users.
(a) Terms in bold or defined in clause (e) below, have specific meanings given to them in these Terms.
(b) Headings may assist you, but they are for reference only and are not binding.
(c) These Terms contain hyperlinks which may take you to additional documents or webpages that you should also read, including our Privacy Policy;
(d) In these Terms (i) the words "include," "includes" and "including" are deemed to be followed by the words "without limitation"; (ii) a reference to "party" is to you or us as the context dictates and a reference to "parties" is to both you and us; (iii) words denoting the singular have a comparable meaning when used in the plural, and vice versa; (iv) unless the context otherwise requires, references in these Terms to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder; and (v) these Terms are to be construed without regard to any presumption or rule requiring construction or interpretation against the party who drafted a provision or caused a provision to be drafted.
(e) Definitions
Adapted Software means any all software resulting from the AI System learning or evolving including modifications or adaptations to the AI System, including any AI System Data.
AI System means the Software, together with such third-party software code or applications owned by third parties and supplied alongside the Software, the training data used by Company to train the AI System and the Adapted Software.
AI System Data means any data produced by and resulting from your use of the AI System or the training of the AI System, and which are stored, contained or embedded in the AI System or its underlying model(s), including any statistical and aggregated data.
Claim means a claim, occurrence, action, cause of action (whether at law or in equity), debt, damage, demand, offset, payment, royalty, cost, attorney fee, obligation of every kind and nature, right, liability, charge, expense, contract, promise, or agreement, any claim for contribution or indemnity, and any claim for Consequential Loss or damage whether for loss of profit, loss of business, depletion of goodwill or otherwise, or other claim for incidental or consequential compensation, howsoever caused, regardless of the legal theory upon which it is based (e.g. in contract, tort, breach of statutory duty or common law cause of action), whether known or unknown, claimed or suspected, fixed or contingent, now existing or arising at any time in the future, liquidated or unliquidated.
Consequential Loss means any consequential, indirect, incidental, special, or punitive damages, including loss of profits, loss of revenue, loss of or unauthorised access to or alteration, deletion of, or failure to store, content or data, or for loss of or damage to goodwill, whether arising in contract, tort (including negligence) or otherwise, and whether the loss or damage is foreseeable or not, which you may directly or indirectly suffer in connection with the use of Marloo or any linked website, even if advised of the possibility of such damages.
Customer means the person or entity whose business is entering into these Terms, and who is responsible for paying the Subscription Fees in respect of a paid plan.
Customer Data means all data uploaded or made available by you into Marloo or otherwise provide to us under or in connection with this Agreement, including your Confidential Information.
Customer Materials means any Customer Data, and any other materials supplied by you to us under or in connection with this Agreement.
Data Processing Agreement means the data processing agreement set out at Schedule 1
GDPR shall have the meaning set out in the Data Processing Agreement.
Generative AI has the meaning set out in clause 9.
Indemnified Parties means each of Marloo’s directors, officers, employees, personnel, agents, contractors and related bodies corporate.
IPRs or Intellectual Property Rights means patents, utility models, rights to inventions, copyright and related rights, moral rights, trademarks and service marks, business names and domain names, rights in get-up and trade dress, goodwill and the right to sue for passing off or unfair competition, rights in designs, rights in computer software, database rights, rights to use, and protect the confidentiality of, confidential information (including know-how and trade secrets) and all other intellectual property rights, in each case whether registered or unregistered and including all applications and rights to apply for and be granted, renewals or extensions of, and rights to claim priority from, such rights and all similar or equivalent rights or forms of protection which subsist or will subsist now or in the future in any part of the world.
Loss means any damage, loss, injury, cost, expense or liability of any kind incurred by the person concerned, including reasonable legal costs and disbursements, however it arises and whether it is direct or indirect, present or future, fixed or unascertained, actual or contingent, and Losses has a corresponding meaning.
Marloo means the applications, database, system, server software, AI Systems, hardware, all content, images, text, source code, and object code, as well as desktop, mobile versions, chrome extensions, associated smartphone applications, to which access is provided to you when you subscribe for a subscription.
Marloo User Account means an account created by a User who has registered for access to the features, tools and content available on Marloo.
Privacy Policy means the Marloo Privacy Policy located on our Site at https://www.marloo.ai/privacy-policy.
Providers has the meaning set out in clause 9.
Renewal Date means the date on which the subscription renews which, unless otherwise amended by the Customer, shall be immediately following expiry of each Subscription Term.
Site means Company’s websites, including: https://www.gomarloo.com; https://www.marloo.ai; https://app.gomarloo.com.
Software means the software applications owned by Company.
Subscription Date means the date on which your subscription will start, which may be immediately after a free trial period, or such other date that you select.
Subscription Fees means any fees payable under these Terms.
Subscription Term means the period described on the Site and selected by you when you register a subscription.
User means an individual who has created a Marloo User Account and has been granted access to Marloo, whether through a free trial or paid subscription subscribed for by the Customer.
(a) In order to use Marloo, you must register a Marloo User Account. Users are those who have registered a Marloo User Account. Only Users may access Marloo. Registration is only available to business users who are at least 18 years of age and have the ability to enter into legally binding contracts.
(b) During the registration process you will be required to provide your name, email address and any other details requested by us, including personal information. You must provide accurate and appropriate User details, including providing a valid email address, and to keep any passwords, tokens and account access links confidential.
(c) Your Marloo login credentials will be generated upon completion of your Marloo User Account registration. You must not share them with any other person. A Marloo User Account cannot be shared or transferred. You must immediately notify us if you become aware of any unauthorised use of your Marloo User Account.
(d) If any of your contact details or other information which you have provide during the registration process change, you must promptly update these details in your Marloo User Account with your up-to-date details and information.
(a) We offer Pro, Team and Enterprise Marloo subscriptions. You can learn more about our subscription plans at https://www.gomarloo.com/pricing. Please note that we reserve the right to change our pricing and subscription offerings at any time. If you are on a subscription plan, changes to pricing will not apply to you until your next Renewal Date.
(a) Where we notify you that you are entitled to use Marloo for a free trial, we will notify you of the duration of such free trial in writing.
(b) If you do not provide valid credit card details prior to the end of any free trial period, your free trial will end on expiry of the free trial period.
(c) You can cancel your free trial at any time by sending an email to support@gomarloo.com.
(d) We may in our sole discretion, cancel your free trial for any reason (including where we believe that there has been an abuse of the free trial, creating accounts with temporary and disposable emails and/or creating accounts from the same IP address) without prior notice and without liability to you, to the extent permitted under applicable law.
(e) No express or implied warranties shall apply to you under the free trial, and no technical support will be offered, and Marloo is provided on an as-is basis with all defects and faults. You acknowledge that the free or trial period is provided for evaluation purposes only and accept all risks associated with the use of the service during this period. To the maximum extent permitted by law, we shall not be liable for any Loss (including Consequential Loss), arising out of or in connection with the use of Marloo during the free or trial period. You release and indemnify us and our Indemnified Parties in respect of any Loss that We may incur and/or Claims you (or your customers) may have against us in respect of your use of Marloo during a free or trial period.
(a) Unless otherwise expressly stated to include taxes, all Subscription Fees exclude VAT, GST and any other applicable taxes, duties and charges, at the applicable rate due from time to time.
(b) You will be asked to provide valid credit card details on or before the Subscription Date.
(c) We will charge the credit card for the applicable Subscription Fees on the Subscription Date, and thereafter on each Renewal Date until your subscription is terminated.
(d) You warrant that you are the Customer and that the credit card details provided by you are your own, or that you have permission from the card owner for the payment of all Subscription Fees payable by the Customer to be paid using that credit card.
(e) All credit card details are held by Stripe, Inc., and all payments are processed by Stripe and are subject to its terms, conditions, and privacy policies. The only credit card details we have access to, other than the amount of the payments, is the name on the card, the last 4 digits, the type of card, the card issuer and the expiry date. We are not liable for delays, faults, or unauthorised access caused by Stripe's performance. By using Stripe, you acknowledge these risks, make an independent assessment of its suitability, and agree to comply with its terms and privacy policies. Additionally, you indemnify us and our Indemnified Parties for any Loss incurred due to your breach of Stripe’s terms and privacy policies.
(a) Each subscription will commence on the Subscription Date and will continue for the Subscription Term selected by you during registration.
(b) Each subscription will be renewed automatically for successive periods of the same length as the initial Subscription Term selected during registration, until terminated in accordance with clause 3.5.
(c) If you are the Customer, you can change your Subscription Term or type via your Marloo account. Subscription type changes take effect immediately. Subscription Term changes take effect at the end of the current Subscription Term.
(a) If the Customer fails to pay any Subscription Fees on or before the Subscription Date or any Renewal Date, we may, with immediate effect, terminate your subscription, and terminate all rights of Users associated with such subscription, to use and access Marloo.
(b) Your subscription will be terminated in the event of any termination of our Agreement pursuant to clause 12.
(a) Subject the payment of all Subscription Fees by the Customer and all other provisions of these Terms by the Customer and you, throughout the applicable Subscription Term, the Company grants you a non-exclusive, non-assignable, non-sub-licensable, revocable right to access and use Marloo for the Customer’s internal business purposes.
(b) The rights granted by the Company to you under clause 4.1 are subject to the following limitations:
(i) Marloo may only be used Users who are either a sole trader Customer, or are officers, agents, employees, representatives and affiliates of the Customer;
(ii) you must not permit any unauthorised person or application to access or use Marloo;
(iii) you must not rent, lease, sell, distribute, or sublicense your right to access and use Marloo;
(iv) you must not make any alteration to Marloo, except as expressly authorised by us;
(v) you are not granted a right to the source code of the Software or any other part of Marloo; and
(vi) you must not conduct or request that any other person conduct any load testing or penetration testing of Marloo without the prior written consent of the Company.
Your use of Marloo is subject to compliance with these Terms. It is unreasonable to, and you must not:
(a) use Marloo to violate all or any legal rights of any person or company or other entity in any jurisdiction;
(b) use Marloo in relation to crimes such as theft and fraud;
(c) use Marloo in breach of laws relating to the protection of copyright, trade secrets, patents or other intellectual property, and laws relating to spam or privacy;
(d) use Marloo to make fraudulent offers of goods or services;
(e) use Marloo to create, store, disclose or transfer content that is unlawful, harmful, obscene, an infringement of third-party IPR, harassing or offensive;
(f) use Marloo in breach of any person's privacy (such as by way of identity theft or "phishing");
(g) reveal your account password to others or allow use of your account by others;
(h) use another person's name, username or password or otherwise attempt to gain access to the account of any other person;
(i) use Marloo to develop a product or service that competes with Marloo;
(j) use Marloo to modify, copy, prepare derivative works of, decompile or reverse engineer any content or software contained in Marloo;
(k) sell, license or exploit for any commercial purposes, any third-party owned IPR that you obtain from, through or via Marloo, except where you otherwise have the consent of the owner of the IPR therein to do so;
(l) sell, rent, lease, license, sublicence or exploit for any commercial purposes any of our IPR;
(m) resell access to Marloo or to any of the functionality made available in Marloo;
(n) take actions that place unreasonable or excessive loads on our systems and servers;
(o) take any action that degrades the operational performance of our Services or Marloo;
(p) use Marloo to interfere with or deny service to anyone;
(q) use any program/script/command, or send messages of any kind, with the intent to interfere with, or disable, any person's use of Marloo;
(r) send unsolicited email messages through or to users of Marloo in breach of applicable laws including but not limited to anti-spam laws;
(s) use Marloo to send any form of harassment via email, or any other form of messaging, whether through language, frequency, or size of messages;
(t)use Marloo to carry out security breaches or disruptions of network communication. "Security breaches" include, but are not limited to, accessing data of which you are not an intended recipient or logging into a server or account that you are not expressly authorised to access or corrupting any data. For the purposes of this clause, "security breaches" includes, but is not limited to, network sniffing, pinged floods, packet spoofing, denial of service, and forged routing information for malicious purposes;
(u) use Marloo to execute any form of network monitoring which will intercept data not intended for you;
(v) use Marloo to circumvent user authentication or security of any of our hosts, networks or accounts or those of our customers or suppliers;
(w) use any scraper, robot, spider, crawler or other automated device to copy any part of, or content on, Marloo;
(x) introduce malicious programs into our network or servers (e.g., viruses, worms, Trojan horses, email bombs);
(y) infect our systems, servers or Marloo with any programming routines (such as viruses, worms, time bombs, etc.) that may damage, interfere with, delay, intercept or expropriate any system, data or personal information;
(z) use Marloo or assist, encourage or enable others to use Marloo in a manner prohibited under this clause 5.
Without affecting any other remedies available to us, we may permanently or temporarily remove or disable access to unacceptable content or terminate or suspend a User’s account or access to Marloo, without notice or liability if we (in our discretion) determine that a User has unreasonably used Marloo. You agree to cooperate with us to investigate and remedy any violation.
We will use reasonable endeavours to keep Marloo operational at all times, but Marloo is provided on an “as available” basis.
You acknowledge and agree that:
(a) Marloo will only be accessible using the Internet and operates from servers owned and controlled by third parties, putting some functions, such as cloud services for servers, data storage, and backup, beyond our control;
(b) Marloo may occasionally, without notice, be disrupted or limited. During such interruptions, we will endeavour to restore access promptly. We hold no liability for any Claims arising from such interruptions;
(c) Marloo may become inaccessible for necessary upgrades, maintenance, or updates. Although we'll make efforts to notify you beforehand, it may not always be feasible. We hold no liability for any inconvenience during such periods;
(d) Unless otherwise agreed with you, in the event of unforeseen circumstances, we reserve the right to modify, suspend, or cancel any part of Marloo immediately;
(e) We offer no guarantee that any specific component of Marloo will always be available.
To the fullest extent permitted by applicable law, all warranties, representations, conditions, and any other terms implied by statute or common law are excluded from this Agreement. You acknowledge that Marloo may contain technical or administrative errors, and, except for any guarantees that cannot be excluded by law, we do not warrant that Marloo, your data, or access to either will be uninterrupted or error-free. You release and indemnify us and our Indemnified Parties from any Loss we may incur and/or any Claims you (or your customers) may have against us arising from any interruption, error, or unavailability of Marloo or your data.
We reserve the right to rectify any errors or update Marloo at our discretion, including without prior notice where reasonably necessary to protect our legitimate commercial interests. We do not hold responsibility for errors in information provided by other users of Marloo.
Unless otherwise agreed with you, we hold the right to modify, add, suspend, or remove any component of Marloo at any time, at our sole reasonable discretion. Changes to Marloo do not entitle you to refunds of Subscription Fees already paid.
Please read this clause about Intellectual Property Rights (IPRs) carefully.
In this paragraph 7, "You" refers to each individual that holds a Marloo User Account.
(a) Save as expressly set out below, you and we agree and acknowledge that these Terms do not transfer or assign any IPRs from any party to any other party.
(b) As between you and us, we own all IPRs in Marloo, including any modifications or enhancements thereof. To the extent necessary and possible, you hereby assign all such IPRs to the Company, absolutely with full title guarantee and free of any encumbrances or moral rights.
(c) You acknowledge and agree that you have no rights in Marloo or in any part of it or in any modification or enhancement thereof, other than the rights temporarily granted to you pursuant to these Terms.
(d) You must not take any step to invalidate or prejudice our (or our licensors') IPRs in Marloo or any other IPR owned by us.
(e) As between you and us, you own the IPR in all Customer Materials that you upload into Marloo or otherwise provide to us in any format.
(f) Subject to the terms of this Agreement and payment of the Subscription Fees, the Company hereby assigns to either: (i) you (where you are a sole trader); or (ii) the company or other entity on whose behalf you have entered into this Agreement; all right, title and interest in and to the outputs generated in response to your use of Marloo.
(g) You agree that any IPRs in any comments that you may provide to us in connection with Marloo, or requests for new Marloo features (each, an "Improvement Suggestion") become our sole and exclusive property immediately upon you uploading or posting that Improvement Suggestion to Marloo or otherwise providing the Improvement Suggestion to us, and you hereby assign all IPRs in all and any such Improvement Suggestions to us, effective as soon as you provide each Improvement Suggestion to us or upload or post an Improvement Suggestion to Marloo, pursuant to laws regarding prospective ownership of copyright and in equity. You consent to the infringement by us and any third-party we authorise, of all moral rights that you may have in any Improvement Suggestions.
(h) We will indemnify you from all and any Loss that you incur as a result of a third-party claim that Marloo infringes the IPR of any third-party, except to the extent caused by your breach of paragraph 7.2(a) or any other breach of this Agreement by you.
(a) You may upload Customer Materials that you own or that you have a right to use into Marloo. Uploading any of your Customer Materials into Marloo will not alter the ownership or any copyright that subsists in such Customer Materials.
(b) You warrant that with respect to any of your Customer Materials that you upload into Marloo, disclose, distribute, share, or amend within Marloo, you are fully entitled to do so, or authorise others to do so, without infringing the IPRs or other rights of any third-party; and our collection, use, storage, and/or disclosure thereof in the course of providing Marloo will not breach any applicable law or right of any person.
(c) You are solely responsible for the accuracy, legality, and quality of your Customer Materials and for obtaining any permissions, licences, rights, and authorisations necessary for us to use, host, transmit, store, and disclose your Customer Materials in connection with the provision of Marloo.
(d) You grant the Company a non-exclusive, worldwide, royalty-free licence to use, reproduce, distribute, and amend your Customer Materials as required for the Company to provide Marloo, to perform the Company’s normal operations and to exercise or perform the Company’s rights, remedies, and obligations under this Agreement.
You hereby indemnify us and our Indemnified Parties from all and any Loss that we or any of our suppliers incur in respect of any third-party claim that our possession or use of the Customer Materials infringes the IPRs or other rights of that third party.
(a) You are solely responsible for backing up and archiving all Customer Data and we shall not be liable for any loss, corruption, or hacking of any of your data.
(b) You must indemnify us and our Indemnified Parties in respect of any Loss we or any of our suppliers incur in respect of any claim that any of your data is lost, unavailable, or corrupted, or that the transmission, storage, disclosure, or access to any of your data infringes the IPRs or other rights of any person, or breaches any law, regulation, code, or standard.
Any Customer Materials that are made available by you on your account will continue to be available until the account is terminated, at which point, such user content will be removed from Marloo in accordance with the Company’s current data retention policy, our Privacy Policy, and, in the case of EU and UK residents’ data, the Data Processing Agreement. Please contact support@gomarloo.com with any queries related to the deletion of data.
Subject to clause 7.1 and 7.2, and the following terms, conditions, limitations and disclaimers, we may provide access to AI System tools that can generate text, images, video, sound or other outputs in response to user-generated prompts (together, "Generative AI").
By using any Generative AI within Marloo, and notwithstanding anything to the contrary, you agree and acknowledge that:
(a) Generative AI carries certain risks, including factually untrue outputs, biased outputs, data security vulnerabilities, IP infringement, privacy risks, and additional licence terms;
(b) Generative AI is provided by our third parties licensors ("Providers"), and we are not responsible for the acts or omissions of any Providers;
(c) inputs you provide to the Generative AI services, including any personal data or confidential data you choose to include within that input, will be shared with the Providers in order to provide you with the Generative AI service;
(d) there may be on-going and unresolved legal disputes regarding Generative AI, including the right of Providers to ingest the data used to train the Generative AI, and that we shall not be liable for any loss or damage suffered by you as a result of any such dispute;
(e) we provide access to Generative AI without any warranty of any kind and hereby disclaim all warranties, express or implied, regarding the Generative AI and your use thereof, including, without limitation, all warranties of merchantability, fitness for a particular purpose, and non-infringement;
(f) you are entirely responsible for any audio or other content shared, text you type in, or images or other content that you upload into the Generative AI, as well as the resulting material you generate, such as words, phrases or images. You acknowledge and accept that your use of the resulting material will be at your own risk and can only be used for lawful purposes;
(g) you agree not to use the Generative AI in any manner that infringes or violates the IPR or any other rights of anyone else.
(a) Your use of Generative AI is at your own risk, and we shall not be liable for any loss, damage, cost, expense or any other liability arising as a result of your use of Generative AI. You indemnify, hold harmless and hereby release, acquit and forever discharge us and our Indemnified Parties from and against any and all Claims or in respect of any Loss arising out of or relating to your use of Generative AI. The foregoing release is made on behalf of your respective successors, assigns, officers, agents, employees, representatives and affiliates.
(a) By using Marloo, you acknowledge our use of personal information in accordance with our Privacy Policy, as amended by us from time to time.
(b) We agree to comply with all applicable data protection and privacy laws in any applicable jurisdiction. You must also comply with all applicable data protection, privacy and anti-spam laws in any applicable jurisdiction. You agree to ensure that you have a lawful basis for providing us with any personal information of individuals, including where necessary obtaining their consent, so that we may collect, use, process, and disclose such information in accordance with our Privacy Policy.
Where the Customer is subject to the GDPR or the UK GDPR, the provisions of the Data Processing Agreement attached hereto at Schedule 1 will apply between us and the Customer.
(a) We may compile statistical information related to the use and performance of Marloo, may generate insights with this statistical information, and may make such statistical information publicly available, provided such information does not:
(i) incorporate your personal information and/or identify you or any other individual; and
(ii) cannot be identified as originating or deriving directly from your confidential information.
(b) We retain all Intellectual Property Rights in statistical information adapted, derived, aggregated, compiled or generated from the use and performance of Marloo, for example insights determined through our machine learning algorithms or professional experience or other artificial intelligence features which are enhanced by us.
This clause 11 sets out the entire financial liability of the Company (including any liability for the acts or omissions of its employees, agents and sub-contractors) to you:
(a) arising under or in connection with this Agreement;
(b) in respect of any use made by the Customer of Marloo or any part of it; and(
(c) in respect of any representation, statement or tortious act or omission (including negligence) arising under or in connection with this Agreement.
Our total aggregate liability in contract (including in respect of the indemnity at clause 11.2), tort (including negligence or breach of statutory duty), misrepresentation, restitution or otherwise, arising in connection with the performance or contemplated performance of this Agreement shall be limited to the total Subscription Fees paid for subscriptions during the 12 months immediately preceding the earliest event or occurrence giving rise to liability under this Agreement.
Nothing in this Agreement excludes or limits the liability of either party:
(a) for death or personal injury caused by its negligence; or
(b) for fraud or fraudulent misrepresentation.
Nothing in this Agreement excludes or limits the liability of you or the Customer arising out of your indemnification obligations under this Agreement, or your breach of clause 5 (What you cannot do with Marloo).
Except as expressly and specifically provided in this Agreement:
(a) Marloo is provided on an "as is" basis and you assume sole responsibility for results obtained from the use of Marloo, and for conclusions drawn from such use. We shall have no liability for any damage caused by errors or omissions in any information, instructions or scripts provided or inputted by you in connection with your use of Marloo, or any actions taken by us at your direction;
(b) all warranties, representations, conditions and all other terms of any kind whatsoever implied by statute or common law are, to the fullest extent permitted by applicable law, excluded from this Agreement;
(c) we shall not be liable whether in tort (including for negligence or breach of statutory duty), contract, misrepresentation, restitution or otherwise for any loss of profits (whether direct or indirect), loss of business, depletion of goodwill or similar losses or loss or corruption of data or information, or pure economic loss, or for any special, indirect or consequential loss, costs, damages, charges or expenses however arising under this Agreement;
(d) neither party will have any liability for any matter beyond its reasonable control, such as for third-party software failures and telecommunications network faults;
(e) we are not responsible for, and assume no liability for, the content of Customer Materials or the use of or reliance on any content, goods, or services available through or accessed via third-party websites, plug-ins, extensions or applications that may appear on Marloo, as described in clause 14.
(f) for any breach by us of any applicable guarantee under Schedule 2 to the Competition and Consumer Act 2010 (Cth) (the Australian Consumer Law) or any other similar law, including because the goods or services are not of a kind ordinarily acquired for personal, domestic or household use or consumption, then pursuant to section 64A of the Australian Consumer Law our liability will be limited to one or more of the following as determined by us: if the liability concerns goods, (i) the replacement of the goods, or the re-supply of the goods; (ii) the repair of the goods; (iii) the payment of the cost of replacing the goods or of acquiring equivalent goods; or (iv) the payment of the cost of having the goods repaired; and if the liability concerns services: (i) the supplying of the services again; or (ii) the payment of the cost of supplying the services again; and
(g) we will not be liable as a result of any downtime or unavailability of Marloo for any reason.
(a) This Agreement shall, unless otherwise terminated as provided in this clause 12, commence on the date on which you register your Marloo User Account and shall continue unless:
(i) either party gives the other party not less than 30 days written notice, such notice not to expire until the end of the then current Subscription Term; or
(ii) otherwise terminated in accordance with the provisions of this Agreement.
Where the Company has amended the Services in accordance with clause 6.3 or clause 13, the Customer may terminate this Agreement in accordance with the provisions of that clause.
(a) Without affecting any other right or remedy available to it, either party may terminate this Agreement with immediate effect by giving written notice to the other party if:
(i) the other party commits a material breach of any other term of this Agreement which breach is irremediable or (if such breach is remediable) fails to remedy that breach within a period of 28 days after being notified in writing to do so;
(ii) the other party fails to pay any amount due under this Agreement on or before the due date for payment and remains in default not less than 30 days after being notified in writing to make such payment;
(iii) the other party suspends, or threatens to suspend, payment of its debts or is unable to pay its debts as they fall due or admits inability to pay its debts or is deemed unable to pay its debts;
(iv) the other party commences negotiations with all or any class of its creditors with a view to rescheduling any of its debts, or makes a proposal for or enters into any compromise or arrangement with its creditors other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(v) a petition is filed, a notice is given, a resolution is passed, or an order is made, for or in connection with the winding up of that other party other than for the sole purpose of a scheme for a solvent amalgamation of that other party with one or more other companies or the solvent reconstruction of that other party;
(vi) an application is made to court, or an order is made, for the appointment of an administrator, or if a notice of intention to appoint an administrator is given or if an administrator is appointed, over the other party;
(vii) the holder of a qualifying floating charge over the assets of that other party has become entitled to appoint or has appointed an administrative receiver;(
(viii) a person becomes entitled to appoint a receiver over the assets of the other party or a receiver is appointed over the assets of the other party;
(ix) a creditor or encumbrancer of the other party attaches or takes possession of, or a distress, execution, sequestration or other such process is levied or enforced on or sued against, the whole or any part of the other party's assets and such attachment or process is not discharged within 14 days;
(x) any event occurs, or proceeding is taken, with respect to the other party in any jurisdiction to which it is subject that has an effect equivalent or similar to any of the events mentioned above; or
(xi) the other party suspends or ceases, or threatens to suspend or cease, carrying on all or a substantial part of its business.
(a) On termination of this Agreement for any reason:
(i) all rights and licences granted under this Agreement shall immediately terminate;
(ii) each party shall return and make no further use of any equipment, property, documentation and other items (and all copies of them) belonging to the other party;
(iii) subject to Company’s obligations under the Data Processing Agreement, Company may destroy or otherwise dispose of any of the Customer Data in its possession unless Company receives, no later than ten days after the effective date of the termination of this Agreement, a written request for the delivery to the Customer of the then most recent back-up of the Customer Data. Company shall use reasonable commercial endeavours to deliver the back-up to the Customer within 30 days of its receipt of such a written request, provided that the Customer has, at that time, paid all fees and charges outstanding at and resulting from termination (whether or not due at the date of termination). The Customer shall pay all reasonable expenses incurred by Company in returning Customer Data; and
(iv) any rights, remedies, obligations or liabilities of the parties that have accrued up to the date of termination, including the right to claim damages in respect of any breach of the Agreement which existed at or before the date of termination shall not be affected or prejudiced.
(v) The parties intend the following clauses to survive termination: 1, 7.1(a) to (e) inclusive and (g), 7.2(b) to (f) inclusive, 8.2, 9, 10, 11(b), 13 to 18 inclusive.
(b) Where you terminate the agreement for convenience, or we terminate this Agreement for cause, you will not be entitled to any refund of sums paid in advance, and any unpaid amounts for the then-current Subscription Term will become due and payable immediately upon such termination.
(a) We may change these Terms from time to time as necessary. If we do so, we will post the revised terms on the Site and Marloo. We may also give notice by other means, such as a message in the Marloo application or by way of email. Subject to our compliance with clause 13(b) below in the case of material amendments, amendments will be effective immediately upon publication on Marloo. You accept that by doing this, we have provided sufficient notice of the variation. The continued use of Marloo following such notification will represent an agreement to be bound by these Terms as amended.
(b) When an amendment will result in a material change to the Terms, we will provide a minimum of 30 days’ prior written notice, and failure to cancel or respond to the notice within 30 days will be deemed as agreement to continued use of Marloo and new terms. Do not continue use of Marloo if you disagree with a notified material change. When an amendment does not materially change the relationship between you and us, we may change the Terms without notice by following the procedures explained in this clause 13.
Marloo may contain links to third-party websites, plug-ins and applications which we do not own or control. We do not represent, recommend or endorse these websites, plug-ins or applications. Accessing these websites, plug-ins or applications will be at your own risk. We encourage you to read their terms of use/service and privacy policies so that you understand how they may collect and process your personal information.
(a) Any notices issued to you from us or from us to you shall be in writing and sent by email. Where sent from us to you, we shall use your contact details for your Marloo User Account.
(b) You may contact us or send a notice to us by contacting our customer support team at support@gomarloo.com.
(c) Any notice issued via email shall be deemed to be delivered upon receipt by the sender of an electronic read receipt or delivery receipt, or upon receipt of confirmation from the recipient that the recipient received the email.
(d) We may send you emails or other electronic messages concerning your Marloo User Account and Marloo from time to time.
You can email us at support@gomarloo.com and we will happily answer any questions you may have.
(a) These Terms are governed by the laws in force in New South Wales, Australia.
(b) You and we each irrevocably submit to the non-exclusive jurisdiction of the courts located in New South Wales in relation to any proceedings or disputes concerning Marloo or these Terms.
(a) Severability: If any part of these Terms is deemed invalid by a court of competent jurisdiction, the remainder of these Terms is still enforceable.
(b) Relationship: No employment, agency, fiduciary, joint venture or partnership relationship is formed by these Terms.
(c) Assignment: You may not assign, transfer, license or novate your rights or obligations under these Terms without our prior written consent. We may assign, transfer, licence or novate our rights or obligations under these Terms of use at any time.
(d) Entire Agreement: These Terms are the entire agreement between you and us about its subject matter and supersede all other proposals, arrangements, representations and agreements between you and us about its subject matter.
(e) Waiver: The failure of either party to enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision. Waiver of compliance in any particular instance does not mean that we will waive compliance in the future. In order for any waiver of compliance with these Terms to be binding, we must provide you with written notice of such waiver.
