Terms of Service
Effective Date: May 12, 2022
If you are using a mmhmm for Teams account (“Teams”), your use of the Services is additionally governed by the Teams Agreement. If there is any conflict or supplemental terms between the Teams Agreement and the Terms, the Teams Agreement shall govern.
1. mmhmm's Services
mmhmm is a virtual camera and presentation application that helps you communicate with video -- both in real-time and asynchronously -- via desktop, mobile, web-based and cloud-based software. These Services provide you with fun ways to present your ideas, collaborate with others, record and share content.
2. Rights to Use mmhmm's Services
a. License to Use mmhmm's Services. mmhmm gives you a non-exclusive, non-transferable and non-assignable license to use the Services, including downloadable software, pursuant to these Terms.
i. License Restrictions. You may not: a) use the Services for any unauthorized or illegal purposes, and you agree to comply with all applicable laws and regulations in your jurisdiction; b) use the products and/or services of any Third Party Providers in connection with the Services in violation of any third party policies, or laws or regulations; c) use the Services to transmit any unauthorized advertising or promotional materials; d) upload, promote, or distribute any kind of mechanism that attempts to interrupt, destroy, or limit the functionality of any computer software, hardware or telecommunications equipment; e) interfere with mmhmm servers or third-party service providers utilized with the Services; f) access or attempt to access the Services by any means other than through the software mmhmm provides g) use any data gathering and extraction tools, or frame any portion of the Services; or h) use the Services in a manner that could lead to harm and/or interruption of access to the Services for others.
mmhmm reserves the right to make a determination as to whether your use of our Services is acceptable, in its sole discretion. Please note that violations of these restrictions may result in immediate termination of your account and access to mmhmm’s Services without notice.
b. Content in the Services. mmhmm owns or controls certain images, audiovisual works, tools, and other materials that are available for use with the Services (the “mmhmm Content”). mmhmm gives you a license to use mmhmm Content in connection with the Services. However, you may not distribute, modify, transmit, reuse, download, repost, copy, or use any mmhmm Content separate and apart from uses within the Services. For example, an image of a “Room” may not be distributed separate and apart from the Services.
c. Third Party Providers. mmhmm’s Services may provide access to, or allow you to interact with, third party websites, products, services and content (“Third Party Providers”). Third Party Providers include, but are not limited to, third party video conferencing tools (such as Zoom, Google Meet, Webex, etc.) and third party content libraries (such as Giphy, Youtube, etc.). Third Party Providers are not under mmhmm’s control, and your use may be subject to the Third Party Providers’ terms. You acknowledge and agree that mmhmm is not responsible for the activities or availability of any Third Party Providers, and that mmhmm shall not be responsible or liable, directly or indirectly, for any damage or loss caused by Third Party Providers.
d. Beta Services. mmhmm may occasionally offer access to services that are classified as Beta version, and which may be subject to other agreements with you. Beta versions are provided “as is”, and may contain bugs, errors or other defects. mmhmm makes no representations about features available in Beta versions, and cannot guarantee those features will be made generally available.
3. User Requirements
b. Account information and security. You will ensure that account information is accurate, complete, and current at all times. You acknowledge that failure to do so may result in inability to access or control an account, and that you are solely responsible for all resulting losses, costs and expenses due to inability to access your account. You are responsible for maintaining the confidentiality of accounts and passwords, and agree to accept responsibility for any and all activities that occur in the account. You must notify mmhmm immediately upon becoming aware of any breach of security or unauthorized use of an account.
c. Corporate domain names. If you create an account using a corporate email domain, the owner(s) or administrator(s) of a Teams account associated with that corporate email domain may be notified in order to facilitate adding your account to that Teams account.
d. Recordings. mmhmm’s Services permit you to create recordings of presentations and video communications (“Recordings”). You are solely responsible for complying with all applicable laws in the relevant jurisdictions while using any recording functionality, including, but not limited to, applicable recording laws.
You give consent to mmhmm to collect, process, transmit, store, copy, publish, display, perform, distribute, and/or modify Recordings for any or all mmhmm presentations or video communications that you join, if such Recordings are stored in mmhmm’s systems.
e. User Content. mmhmm Services allow you to create, upload, post, link, store, share and otherwise make available certain information, comments, reactions, text, images, audiovisual works, audio, Recordings and similar material ("User Content").
You represent and warrant that:
- You own or control the copyright to the User Content, and that you have the right to use the User Content in accordance with these Terms;
- User Content does not violate any third party rights, including intellectual property, privacy, publicity, or contractual rights, or violate any other applicable laws or regulations;
- User Content complies with mmhmm’s Acceptable Use and Behavior Policy.
f. License to User Content. You grant mmhmm a license to User Content for the purpose of providing you with the Services. Specifically, you grant to mmhmm a non-exclusive, royalty-free, worldwide, assignable and transferable license to:
- Collect, process, transmit, store, copy, and publish User Content in order to enable mmhmm to provide the Services;
- Display, perform distribute, modify and reproduce User Content, to enable mmhmm to provide the Services;
- Sublicense the User Content: 1) to other mmhmm users, to allow the Services to work as designed; and 2) to third party service providers, so that they may provide their services to mmhmm; and
- Transfer User Content to any party that may acquire and/or operate the Services in the future.
g. User Content synchronization. The Services provides functionality for User Content to be synchronized across different applications and devices within the Services. You understand and agree that such synchronized User Content may be accessed, used, viewed, shared, modified, and/or deleted by you wherever it has been made available in the Services. You acknowledge that you are solely responsible for the management of synchronized User Content, and mmhmm is not responsible for any actions or loss related to synchronized User Content.
h. Co-participation user features. Some Services may provide functionality that allow other users to participate in your presentations or video communications (such as the “Talk” and “Co-Pilot” features and mobile apps). You understand that by using these features, you give additional users permission to use your User Content, and that your User Content may be modified, recorded or downloaded by such additional users.
4. Acceptable Use and Behavior Policy
mmhmm aims to foster a diverse, inclusive, and kind culture. Therefore, mmhmm require that you adhere to our Acceptable Use and Behavior Policy, which may be updated at mmhm’s discretion.
mmhmm does not control the use of the Services by others, and so you agree that use of the Services is at your own risk. If you encounter any behavior that conflicts with these policies, or objectionable content, you should follow the guidelines for reporting issues in the Acceptable Use and Behavior Policy.
a. Fees. You agree to pay the subscription price specified for the Services at the time you enter into a subscription (the “Fees”; see Pricing Plans). If mmhmm agrees to invoice you, full payment must be received within 30 days from the invoice date. Fees stated are exclusive of any taxes or similar governmental assessments of any nature, and you are responsible for paying all taxes associated with the subscription.
b. Downgrades. If you fail to pay Fees when they are due, mmhmm may downgrade your plan. If your account is downgraded, you may lose access to certain features, functionality, and User Content, but these Terms will continue to apply.
c. Cancellations. Fees paid are non-cancellable and non-refundable. If you cancel a subscription, the subscription will remain active until its expiration date, and you will not receive a refund.
d. Auto-renewal. All subscriptions automatically renew upon expiration for an additional period equal in length to the original billing period (for example, a yearly subscription will automatically renew for another year). You may terminate a subscription renewal prior to the expiration of the current subscription.
e. Payment Methods You give mmhmm permission to retain and share information about your purchase and payment information with any third party payment processor mmhmm contracts with to process your payment (for example, Stripe or a mmhmm for Teams reseller). Please note that your payment through a third party payment processor is a contractual matter between you and that third party payment processor, and mmhmm is not a party to such contract. While mmhmm selects payment processors carefully and enters into detailed agreements imposing performance obligations on them, mmhmm cannot guarantee their performance.
f. Price Changes. mmhmm may change the price of Services from time to time. Any increase in charges for the same Services will not apply until the expiration of the current subscription term. If you do not agree to pay the new price, you may elect to terminate your subscription renewal prior to the expiration of your current subscription.
g. Changes to Payment Methods and Account Information. You are responsible for ensuring that your information, including all payment information (debit or credit card number, and expiration date), is accurate and current. You are responsible for any uncollected amounts and any charges incurred by you or mmhmm as a result of billing to an invalid card or other payment method.
h. Costs of Collection. You agree to pay any reasonable costs mmhmm incurs to collect any unpaid or past due amounts, including reasonable attorneys' fees and other associated costs. Delinquent payments will bear interest at the rate of 1% per month or the highest rate permitted under applicable law, whichever is less, from the payment due date until paid in full.
i. Credit Card Chargebacks. If you purchase a subscription with a credit card, and then request your credit card issuer to reverse that payment, mmhmm may be charged a fee. You agree that mmhmm reserves the right to suspend your use of the Services until such time as you reimburse mmhmm the amount of the fee we were charged by the card issuer.
6. Respecting Copyright
If you believe that any user content or other material found in the Services infringes your copyright, please see our Copyright Policy for instructions on sending mmhmm a notice of copyright infringement.
7. Respecting Our Services and Intellectual Property
mmhmm’s Services, Content, and software are the exclusive property of mmhmm and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. mmhmm’s trademarks and trade dress may not be used in connection with any product or service without the prior written consent of mmhmm.
8. Term and Termination
These Terms will continue in effect until terminated as described below.
If you wish to terminate your subscription, you may cancel your subscription within your Account Settings. Your subscription will remain active until its expiration date, after which point it will not renew, and the subscription will be terminated.
mmhmm may also terminate or suspend your account and bar access to the Services immediately, without prior notice or liability, for any reason, including but not limited to a breach of the Terms.
You agree to defend, indemnify and hold harmless mmhmm, its licensees and licensors, and its and their respective owners, employees, contractors, agents, officers and directors, users and their respective successors and assigns, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Services, by you or any person using your account and password; b) your breach of these Terms, or c) User Content uploaded into the Services.
mmhmm PROVIDES THE SERVICES “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, IMAGES, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY mmhmm OR OBTAINED BY YOU FROM OR THROUGH THE SERVICES – WHETHER FROM mmhmm OR ANOTHER PARTY, AND WHETHER ORAL OR RECORDED – CREATES OR IMPLIES ANY WARRANTY FROM mmhmm OR SUCH OTHER PARTY TO YOU.
YOU AFFIRM THAT mmhmm DOES NOT CREATE OR CONTROL YOUR USE OF THE SERVICES AND THAT YOU SHALL BE SOLELY RESPONSIBLE FOR THE MANNER IN WHICH YOU USE OUR SERVICES. YOU UNDERSTANDS THAT mmhmm CANNOT GUARANTEE AND mmhmm DISCLAIMS ANY KNOWLEDGE THAT YOUR USE IS PERMISSIBLE UNDER ANY LAW OR REGULATION.
mmhmm DISCLAIMS ANY KNOWLEDGE OF, AND DOES NOT GUARANTEE: (A) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY IMAGE, MATERIALS OR OTHER CONTENT MADE AVAILABLE OR PROVIDED THROUGH THE SERVICES; (B) THAT THE SERVICES WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (D) THAT mmhmm WILL CORRECT ANY DEFECT OR ERROR IN THE SERVICES; OR (E) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. CONTENT YOU CREATE, RECORD OR DISTRIBUTE THROUGH THE SERVICES IS DONE AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS, USE, OR DOWNLOAD.
NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY PROVISION OF THESE TERMS TO BE VOID.
11. Limitation Of Liability
YOU ACKNOWLEDGE AND AGREE THAT NONE OF mmhmm, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR CONTRACTORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, SHALL BE HELD LIABLE FOR ANY LOSS OR DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, PROPERTY, OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO YOUR USE OF THE SERVICE OR THESE TERMS, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND EVEN IF mmhmm HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. YOU AGREE TO LIMIT ANY ADDITIONAL LIABILITY NOT DISCLAIMED OR DENIED BY mmhmm UNDER THIS AGREEMENT TO YOUR DIRECT AND DOCUMENTED DAMAGES; AND YOU FURTHER AGREE THAT UNDER NO CIRCUMSTANCES WILL ANY SUCH LIABILITY EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO MMHMM DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO YOUR CLAIM FOR DAMAGES. THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL PART OF THE CONSIDERATION TO ALLOW YOU TO USE THE SERVICE, AND SURVIVES THE TERMINATION OF THESE TERMS.
IF THE LAW OF THE COUNTRY WHERE YOU LIVE DOES NOT ALLOW ANY LIMITATION OF LIABILITY PROVIDED FOR IN THIS CLAUSE, THAT LIMITATION WILL NOT APPLY.
12. Dispute Resolution and Arbitration
a. Applicability of Arbitration Agreement. You and mmhmm agree that all claims and disputes, arising out of or relating to these Terms or the use of the Services, that cannot be resolved in small claims court, will be resolved by binding arbitration on an individual basis in the English language.
b. Notice. A party who intends to seek arbitration must first send to the other, by certified mail or email, a written Notice of Dispute ("Notice"). The Notice to mmhmm should be addressed via email to email@example.com ("Notice Address"), and shall not be deemed received until notice of receipt is confirmed. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought ("Demand"). If you and mmhmm don't reach an agreement to resolve the claim within 30 days after the Notice is received, you or mmmhmm may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by your or mmhmm shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or mmhmm is entitled.
c. Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”) and will be governed by the AAA Consumer Arbitration Rules, available at adr.org. The arbitration will be conducted by a single neutral arbitrator.
d. Authority of the Arbitrator. The arbitrator is bound by the terms of this agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of the arbitration provision. Unless you and mmhmm agree otherwise, any arbitration hearings will take place in Los Angeles, California. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and mmhmm.
e. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE you OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER you OR USER.
f. Waiver of Jury Trial. You and mmhmm waive any constitutional and statutory rights to go to court and have a trial in front of a judge or jury. You and mmhmm are instead electing to have claims and disputes resolved by arbitration.
g. Opt-out. You may opt out of this Arbitration Agreement. To opt out, you must notify mmhmm in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, the email address you used to set up your mmhmm account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You must email the opt-out notice to firstname.lastname@example.org.
h. Small Claims Court. Notwithstanding the foregoing, either you or mmhmm may bring an individual action in small claims court.
13. General Terms
a. Exclusive Venue. To the extent that these Terms allow you or mhmm to initiate litigation in a court, both you and mmhmm agree that all claims and disputes (whether contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to the Terms or the use of the Services will be litigated exclusively in the United States District Court for the Central District of California. If, however, that court would lack original jurisdiction over the litigation, then all such claims and disputes will be litigated exclusively in the Superior Court of California, County of Los Angeles. You and mmhmm consent to the personal jurisdiction of both courts.
b. Choice of Law. The laws of the State of California (US) govern these Terms, and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to these Terms or their subject matter.
c. Waivers. mmhmm’s failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. Any waiver must be provided in writing by the party waiving such rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between you and mmhmm regarding the Services, and supersede and replace any prior agreements you and mmhmm might have had regarding the Services.
d. Notices. Any notice required or permitted to be given hereunder shall be given in writing by personal delivery, by e-mail or by world-recognized courier delivery, as indicated below. The date upon which such notice is delivered shall be deemed to be the date of such notice.
If to you: At the email address or mailing address for the account.
If to mmhmm: email@example.com
e. Entire Agreement. These Terms (including, if applicable, the Teams Agreement) constitute the complete agreement between you and mmhmm and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter herein. These Terms may not be modified or amended except in a writing signed by a duly authorized representative of mmhmm and you specifically referencing these Terms.
f. Assignment. These Terms are binding upon you, your successors, heirs, and representatives, but you may not assign or transfer your rights or obligations under these Terms to any other person without permission from mmhmm, and any such attempt to assign is null and void.
g. Changes. mmhmm may update these Terms by posting a revised version on mmhmm’s website. By continuing to use mmhmm’s Services, you accept any revised Terms. If you do not agree to the new terms, you are no longer authorized to use the Services.
h. Governing Language. If this Agreement is translated into a language other than English and there is any conflict in meaning between the translations, the English language version shall govern.
14. Previous Versions
The Previous version of these Terms may be viewed here.
15. Contact Us
If you have any questions about these Terms, please contact us at: firstname.lastname@example.org.
Effective Date: 2022-05-12