Terms and Conditions
Access to the Services
Upon mutual execution, each Order Form shall be incorporated into and form a part of the Agreement. For each Order Form, subject to Customer's compliance with the terms of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), Mobrium grants Customer a nonexclusive, limited, personal, non-sublicensable, nontransferable right to access and use the Services described in such Order Form during the term set forth in such Order Form. Customer may only use the Services for its internal business purposes and only in accordance with Mobrium's applicable official user documentation (the "Documentation").
Implementation
Subject to Customer's compliance with the terms of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), Mobrium agrees to use commercially reasonable efforts to provide standard implementation services for the Services only if and to the extent such assistance is set forth on such Order Form ("Implementation Services"). If Mobrium provides Implementation Services in excess of any agreed-upon hours estimate, or if Mobrium otherwise provides additional services beyond those agreed in an Order Form, Customer will pay Mobrium at its then-current hourly rates for consultation.
Professional Services
Subject to Customer's compliance with the terms of this Agreement (including any limitations and restrictions set forth on the applicable Order Form), Mobrium agrees to provide any professional services described in such Order Form ("Professional Services").
Security
Mobrium will maintain administrative, technical, and physical safeguards designed to protect the security, confidentiality, and integrity of Customer Materials, including protection against unauthorized access, destruction, use, modification, or disclosure. Such safeguards will include, at a minimum, encryption of data in transit and at rest, access controls based on the principle of least privilege, and regular monitoring of systems for vulnerabilities. Mobrium maintains an Information Security Policy that describes its security practices in greater detail. This policy may be updated from time to time, provided that such updates do not materially reduce the overall level of security protections.
Customer Data
For purposes of this Agreement, "Customer Materials" shall mean any data, information or other material provided, uploaded, or submitted by Customer to the Services. Customer shall retain all right, title and interest in and to the Customer Materials, including all intellectual property rights therein. Customer, not Mobrium, shall have sole responsibility for the accuracy, quality, integrity, legality, reliability, appropriateness, and intellectual property ownership or right to use of all Customer Materials. Customer acknowledges and agrees that Mobrium may internally use and display Customer Materials for the purposes of providing the Services to Customer.
Mobrium's Privacy Policy describes how we collect, use, and protect personal data and is available at https://mobrium.com/privacy-policy. The Privacy Policy is incorporated into this Agreement by reference.
Third-Party Data and Content
Mobrium provides analytics based on publicly available third-party content and does not host or reproduce third-party review content. Mobrium's collection, use, and presentation of third-party data (including URLs, metadata, and derived analytics) is described in our Data Reference and Third-Party Content Policy, available at: https://mobrium.com/third-party-data-and-content-policy, which is incorporated into these Terms by reference.
Third-Party Services
Customer acknowledges and agrees that the Services may operate on, with or using application programming interfaces (APIs) and/or other services operated or provided by third parties ("Third Party Services"), including without limitation through integrations or connectors to such Third-Party Services that are provided by Mobrium. Mobrium is not responsible for the operation of any Third-Party Services nor the availability or operation of the Services to the extent such availability and operation is dependent upon Third-Party Services.
Customer is solely responsible for procuring all rights necessary for it to access Third-Party Services (including any Customer Materials or other information relating thereto) and for complying with any applicable terms or conditions thereof. Mobrium does not make any representations or warranties with respect to Third-Party Services or any third-party providers. Any exchange of data or other interaction between Customer and a third-party provider is solely between Customer and such third-party provider and is governed by such third party's terms and conditions.
Fees; Payment
Customer shall pay Mobrium fees for the Services as set forth in each Order Form ("Fees"). Unless otherwise specified in an Order Form, Fees will be invoiced in advance in accordance with the billing frequency specified in the applicable Order Form (e.g., monthly or annually) and shall increase by 6% upon each renewal of the applicable Order Form.
Past due invoices are subject to interest on any outstanding balance of the lesser of 1.5% per month or the maximum amount permitted by law. Customer shall be responsible for all taxes associated with the Services (excluding taxes based on Mobrium's net income). All Fees paid are non-refundable and are not subject to set-off.
Restrictions
Except as expressly set forth in this Agreement, Customer shall not (and shall not permit any third party to), directly or indirectly: (i) reverse engineer, decompile, disassemble, or otherwise attempt to discover the source code, object code, or underlying structure, ideas, or algorithms of the Services; (ii) modify, translate, or create derivative works based on the Services; (iii) copy, rent, lease, distribute, pledge, assign, or otherwise transfer or encumber rights to the Services; (iv) use the Services for the benefit of a third party; (v) remove or otherwise alter any proprietary notices or labels from the Services or any portion thereof; (vi) use the Services to build an application or product that is competitive with any Mobrium product or service; (vii) interfere or attempt to interfere with the proper working of the Services; (viii) bypass any measures Mobrium may use to prevent or restrict access to the Services; or (ix) "crawl," "scrape," or "spider" any page, data, or portion of or relating to the Services.
Customer is responsible for all of Customer's activity in connection with the Services, including but not limited to uploading Customer Materials onto the Services. Customer shall use the Services in compliance with all applicable local, state, national and foreign laws, treaties and regulations. Customer shall indemnify and hold Mobrium harmless against any damages, losses, liabilities, settlements and expenses in connection with any claim or action that arises from any violation of the foregoing or otherwise from Customer's use of Services.
Artificial Intelligence Features and Outputs
Mobrium may provide certain features that utilize artificial intelligence or machine learning technologies ("AI Features"). AI Features may incorporate third-party technologies, as further described in the "Third-Party Services" section. AI Features may not be available in all plans or may be disabled for certain Customers. Customer acknowledges and agrees that AI Features may generate outputs based on patterns in data and that such outputs may be incomplete, inaccurate, or not reflect real-world conditions. Customer is solely responsible for reviewing, validating, and determining the appropriateness of any outputs generated by AI Features and for any decisions made based on such outputs. Mobrium does not warrant the accuracy, completeness, or reliability of AI-generated outputs. AI Features are provided for informational purposes only and are not intended to replace professional judgment or serve as the sole basis for any employment, legal, or business decision.
Mobrium Intellectual Property
As between the parties, Mobrium retains all right, title, and interest in and to the Services, and all software, products, works, and other intellectual property and moral rights related thereto or created, used, or provided by Mobrium for the purposes of this Agreement, including any copies and derivative works of the foregoing. No rights or licenses are granted except as expressly and unambiguously set forth in this Agreement.
Except as otherwise set forth in an Order Form, Customer may (but is not obligated to) provide suggestions, comments or other feedback to Mobrium with respect to the Services ("Feedback"). Feedback, even if designated as confidential by Customer, shall not create any confidentiality obligation for Mobrium and Mobrium may freely use and exploit such Feedback. Notwithstanding anything else, Mobrium may freely use and make available data submitted to, collected by, or generated by Mobrium in connection with Customer's use of the Services, but only in aggregate, anonymized form which can in no way be linked specifically to Customer.
Term; Termination
Unless earlier terminated as provided in this Agreement, this Agreement shall begin on the date of the first Order Form and end as of the expiration of the last active Order Form. For each Order Form, unless otherwise provided therein or earlier terminated as provided in this Agreement, the term of such Order Form shall begin as of the date of such Order Form and shall continue until the end of the term set forth in such Order Form, and shall automatically renew for successive one (1) year periods unless either party provides notice of non-renewal at least thirty (30) days prior to the end of the then-current term.
Either party may terminate this Agreement for the other party's material breach that remains uncured thirty (30) days after the terminating party provides the breaching party notice of such breach. Without limiting the foregoing, Mobrium may suspend Customer's access to the Services if Customer's account is more than sixty (60) days past due. All provisions of this Agreement that by their nature should survive termination shall survive termination, including without limitation accrued payment obligations, ownership provisions, warranty disclaimers, indemnification obligations and limitations of liability.
Indemnification
Each party ("Indemnitor") shall defend, indemnify, and hold harmless the other party, its affiliates and each of its and its affiliates' employees, contractors, directors, suppliers and representatives (collectively, the "Indemnitee") from all liabilities, claims, and expenses paid or payable to an unaffiliated third party (including reasonable attorneys' fees) ("Losses"), that arise from or relate to any claim that (a) in the case of Customer as Indemnitor, the Customer Materials or Customer's use of the Services infringes, violates, or misappropriates any third-party intellectual property or proprietary right or violates any applicable law, or (b) in the case of Mobrium as Indemnitor, the Services infringe, violate, or misappropriate any third-party intellectual property or proprietary right.
Each Indemnitor's indemnification obligations hereunder shall be conditioned upon the Indemnitee providing the Indemnitor with: (i) prompt written notice of any claim; (ii) the option to assume sole control over the defense and settlement of any claim; and (iii) reasonable information and assistance in connection with such defense and settlement (at the Indemnitor's expense).
Warranty; Disclaimer
Mobrium will provide the Services and Professional Services in a professional and workmanlike manner.
Limitation of Liability
Miscellaneous
This Agreement represents the entire agreement between Customer and Mobrium with respect to the subject matter hereof, and supersedes all prior or contemporaneous communications and proposals (whether oral, written or electronic) between Customer and Mobrium with respect thereto. The Agreement shall be governed by and construed in accordance with the laws of the State of Utah, excluding its conflicts of law rules, and any dispute between the parties related to the subject matter of this Agreement will be resolved by binding arbitration in the English language in Salt Lake City, UT under the rules of JAMS.
All notices under this Agreement will be sent via email. All notices to Mobrium must be sent to legal@mobrium.com. Notice will be treated as given on receipt, as confirmed by written or electronic records. Except as otherwise provided herein, no modification or amendment of any provision of this Agreement shall be effective unless agreed by both parties in writing.
Neither party may assign any of its rights or obligations hereunder without the other party's consent; provided that either party may assign all of its rights and obligations hereunder without such consent to a successor-in-interest in connection with a sale of substantially all of such party's business relating to this Agreement. No agency, partnership, joint venture, or employment relationship is created as a result of this Agreement. Customer agrees to allow Mobrium to use and display Customer's name and logo on Mobrium's website and in Mobrium's promotional materials to identify Customer as a customer. In any action or proceeding to enforce rights under this Agreement, the prevailing party shall be entitled to recover costs and attorneys' fees.