Terms of Use
Effective date: May 22, 2017
The following "User License Agreement" governs your use of the software and services provided by Three Matts, Inc. (and its subsidiaries) ("Three Matts") also known as Tali. This is a legal agreement between you and Three Matts and incorporates the Privacy Policy at Privacy Policy and the attached Exhibit A. By registering your use of the Service (as defined below), you are accepting to be bound to the terms of this User License Agreement.
1. Definitions
(a) "Administrator" shall mean a Subscriber with authority to designate additional Authorized Users and/or Administrators.
(b) "Agreement" shall mean this entire User License Agreement and incorporates by reference the Privacy Policy located at Privacy Policy and the attached Exhibit A.
(c) "Authorized User" shall mean an individual subscriber or the partners, members, employees, temporary employees, and independent contractors of an organization with a subscription to the Service who have been added to the account as users.
(d) "Confidential Information" shall mean the Content and any information, technical data, or know-how considered proprietary or confidential by either party to this Agreement including, but not limited to, either party’s research, services, inventions, processes, specifications, designs, drawings, diagrams, concepts, marketing, techniques, documentation, source code, customer information, personally identifiable information, pricing information, procedures, menu concepts, business and marketing plans or strategies, financial information, and business opportunities disclosed by either party before or after the Effective Date of this Agreement, either directly or indirectly in any form whatsoever.
(e) "Content" shall mean any information you upload or post to the Service and any information provided by you to Three Matts in connection with the Service.
(f) "Originating Subscriber" shall mean the Subscriber who initiated the Services offered by Three Matts.
(g) "Registered Client" means an individual who has been invited to use the client-facing features of the Service in a limited capacity as a client of an Authorized User.
(h) "Service" shall mean any software or services provided by Three Matts.
(i) "Subscriber" shall refer to the purchaser of the Services provided by Three Matts.
(j) "Security Emergency" shall mean a violation by Subscriber of this Agreement that could disrupt the Service or provide unauthorized third party access to the Service.
2. Limited License & Use of the Service
2.1 Subscriber is granted a non-exclusive, non-transferable, limited license to access and use the Service.
2.2 Three Matts does not review or pre-screen the contents of electronic data uploaded or posted to the Service by Authorized Users and claims no intellectual property rights with respect to the Content.
2.3 Authorized Users agree not to reproduce, duplicate, copy, sell, resell or exploit access to the Service without the express written permission from Three Matts.
2.4 Authorized Users agree not to modify, reverse engineer, adapt or otherwise tamper with the Service.
2.5 Authorized Users agree that they will not knowingly use the Service in any manner which may infringe copyright or intellectual property rights.
2.6 Authorized Users agree that they will not knowingly use the Service to upload unsolicited bulk email or any code of a destructive or malicious nature.
2.7 Except for the license granted pursuant to this Agreement, Subscriber acknowledges that all ownership, license, intellectual property and other rights in the Service shall remain solely with Three Matts.
2.8 Authorized Users who configure the Service to share certain Content publicly acknowledge that everyone will have access to the Content. Three Matts reserves the right to take any necessary action with respect to Public Content that violates the terms of this Agreement.
2.9 Three Matts reserves the right to modify or discontinue any feature associated with the Service with notice.
2.10 Three Matts reserves the right to temporarily suspend access to the Service for operational purposes.
2.11 Three Matts stores all Content on redundant storage servers and the Subscriber may elect to replicate all Content at a regular interval.
2.12 Subscriber grants to Three Matts a non-exclusive, royalty-free right to use the Confidential Information for the purpose of performing Three Matts’ obligations under the Agreement.
3. Access to the Service
3.1 Subscriber is only permitted to access and use the Service if they are an Authorized User or a Registered Client.
3.2 Each Authorized User will be provided with a unique identifier to access the Service.
3.3 The initial Administrator shall be the Originating Subscriber.
3.4 Administrators are responsible for all use of the Service by Authorized Users.
3.5 Any Content uploaded to the Service remains the property of the Subscriber.
3.6 All access to the Service via automated means not provided as part of the Service is strictly prohibited.
3.7 Authorized Users are permitted to access the Service using an API subject to certain conditions.
4. Confidentiality
4.1 Each party agrees to treat all Confidential Information as confidential and not to disclose such information except as necessary to perform its obligations under this Agreement.
4.2 Three Matts shall hold content strictly in confidence.
5. Security and Access
5.1 Three Matts is responsible for providing a secure method of authentication and accessing its Service.
5.2 Subscriber will be responsible for protecting the security of usernames and passwords.
5.3 Subscriber will promptly notify Three Matts of any security issues.
5.4 Three Matts will use information security best practices for transmitting and storing Content.
5.5 Three Matts shall report to Subscriber any Security Breach within 48 hours.
5.6 In the event of a Security Breach, Three Matts will assist the Subscriber in resolution.
6. Legal Compliance
6.1 Three Matts will comply with legal obligations regarding Confidential Information.
7. Managed Backup and Archiving
7.1 Three Matts’s managed backup services must facilitate restoration of Content.
8. Payment, Refunds and Subscription Changes
8.1 Subscribers will provide a valid credit card for payment of subscription fees.
8.2 Subscribers will be charged based on their subscription type.
8.3 No refunds or credits will be issued for partial periods of service.
8.4 There are no charges for canceling a subscription.
8.5 Subscription changes may result in loss of access to Content.
8.6 All prices are subject to change upon notice.
8.7 Subscriber is responsible for paying all taxes associated with the subscription.
8.8 Payments shall be made free and clear of any deductions or withholdings for taxes.
9. Cancellation and Termination
9.1 Administrators are responsible for canceling subscriptions.
9.2 Three Matts has the right to suspend or discontinue providing the Service without notice for violations.
9.3 Access to the Service may be suspended if violations are not resolved.
9.4 Following cancellation, Content will be available to the Administrator for 90 days before deletion.
10. Limitation of Liability
10.1 Three Matts shall not be liable for claims arising from the Services provided under this Agreement.
10.2 Subscriber agrees that Three Matts's liability arising from any claim will not exceed the total amount paid for the Service.
10.3 Subscriber is responsible for any damage to Content in Subscriber’s technology.
11. Disclaimer of Warranties
11.1 Three Matts disclaims all warranties of any kind related to its services.
11.2 No warranty is made that services will be compatible with Subscriber’s equipment.
11.3 Three Matts disclaims all warranties related to Subscriber’s hardware or software.
12. Indemnification
12.1 Subscriber agrees to indemnify Three Matts against claims related to breaches of this Agreement.
12.2 Three Matts shall defend and indemnify Subscriber against claims from third parties.
13. Miscellaneous
13.1 Technical support is available to Authorized Users with active subscriptions.
13.2 Subscriber acknowledges that Three Matts may use third party vendors.
13.3 Subscriber agrees to accept the risk of information interception.
13.4 The failure of either party to enforce any provision shall not constitute a waiver.
13.5 This Agreement constitutes the entire agreement between Subscriber and Three Matts.
13.6 Three Matts reserves the right to amend this Agreement.