mmhmm Terms of Service

Last updated: October 20, 2020

Please read these Terms of Service ("Terms", "Terms of Service") carefully before using the mmhmm service (“Service”). Your access to and use of the Service is conditioned upon your acceptance of and compliance with these Terms, and constitutes a legal contract between mmhmm inc. (referred to herein as the “Company,” “we,” “us,” and “our”), and the user of the Service (“you”). By accessing or using the Service you are demonstrating your agreement to be bound by these Terms. If you disagree with any part of the Terms then you do not have permission to access or use the Service. All information we obtain in connection with your use of the Service will be treated according to the provisions of our Privacy Policy, which is incorporated as part of these Terms. Your use of the Service indicates your acknowledgement and acceptance that your information will be governed by such Privacy Policy.

1. Rights to Use the Service

Subject to these Terms, the Company hereby grants you a nontransferable, nonexclusive license right to access and use the Service. Except for this license, the Company retains all rights, title, and interests in the Service. This license is subject to the following additional specific conditions:

  • This license enables you to install and use the Service on one or more computing devices solely for the purpose of using the Service with third-party services and software we identify as being compatible with the Service.
  • This license, and your rights to access and use the Service, including all Service software provided to you, ends upon the termination of this Agreement.
  • The Service is for your personal use only and you shall not sell, lease, transfer or otherwise make the Service or any Service software available to third parties. 
  • You are prohibited from making any copy of the Service software, except copies that are dynamically created during normal runtime operation.
  • You agree not to cause or permit the disassembly, reverse compilation, or reverse engineering of the Service software, except as otherwise permitted by law notwithstanding this prohibition.

2. Content

Our Service allows you to create, post, link, store, share and otherwise make available certain information, text, graphics, videos, or other material ("Content"). You are responsible for the Content that you upload and use in, or publish using, the Service, including its legality, reliability, and appropriateness. It is also solely at your election to contribute Content.

By posting Content on or through the Service, you represent and warrant that: (i) the Content is yours (you own it) and/or you have the right to use it and the right to grant us the rights and license as provided in these Terms, (ii) that the posting of your Content on or through the Service does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any person or entity, and (iii) you have all rights that are necessary to grant us a limited “Operations License” (as described below) under these Terms. We reserve the right to terminate the account of anyone we believe to be acting in a manner that conflicts with this warranty.

You retain 100% of your rights to any Content you submit, post, or display on or through the Service, but you do have to grant us the Operations License in order to enable us to legally operate the Service.

In order for us to legally process your Content in the manner necessary to provide the Service, you must grant us certain rights with respect to such Content so that technical actions we take in operating the Service are not considered legal violations under copyright or other laws. For example, we need to be able to collect, process, transmit, store, copy, and publish Content in order to provide the Service. Accordingly, you hereby grant mmhmm inc. a license to display, perform and distribute your Content and to modify (for technical purposes, e.g., making sure Content is viewable on smartphones as well as computers and other devices, and that we may conform and adapt your Content to the technical requirements of connecting networks, devices, services or media), and reproduce such Content to enable us to operate the Service (the “Operations License”).

You agree that the rights provided with the Operations License are (1) royalty-free, worldwide, and irrevocable (for so long as your Content is stored or used in the Service), (2) sublicensable to other parties with whom we have contractual relationships related to the provision of the Service, solely for the purpose of enabling those third parties to provide their services, and (3) transferable to any party that may acquire and/or operate the Service in the future. (We do not assume any responsibility for, or liability on account of, the actions or omissions of such third parties.) We also reserve the right to otherwise permit access to or disclose any of your Content stored in the Service to third parties if we determine such access is necessary to comply with our legal obligations.

While you retain all of your rights in the Content you store or use within our service (subject to third party rights), you acknowledge and agree that we (and our licensors) own(s) all legal right, title and interest in and to the Service, including, without limitation, all software that is part of the Service and all images, tools, audio and other materials that we may from time to time make available for your use with the Service (the “mmhmm Materials”). You may use the mmhmm Materials and the recordings you create utilizing the Service and mmhmm Materials for commercial purposes. However, you may not distribute, modify, transmit, reuse, download, repost, copy, or use any mmhmm Materials found on or through the Service itself for commercial purposes or personal gain, whether in whole or in part, for commercial purposes or for personal gain, without express advance written permission from us.

3. Behavior and Acceptable Use

We aim to foster a diverse, inclusive, and kind culture. While we do not monitor your live video conversations, streams, performances, educational presentations, or other communications with which you may use the Service on third-party service platforms (those uses are governed by the Terms of Service of the third party service providers you choose to use), we do require that your use of the Service, including any Content created using the Service (regardless of how it is used and shared thereafter) adheres to our behavior and acceptable use policies, which are as follows (which may be updated from time to time to reflect changes in the Service, applicable laws, and/or the desires of our customers, or as otherwise determined appropriate by us, in our sole discretion):

  • Do not violate laws or regulations applicable to you or the use of the Service. You, and not the Company, are responsible for complying with any laws or regulations applicable to the Content you access, create, or share while using the Service.
  • Do not use any third-party services in connection with the Service in violation of any third party policies or requirements, or in some other manner that violates laws or regulations protecting any other person or property. Do not upload, post, or otherwise transmit any Content that you don’t have a right to transmit under any law or under contractual or fiduciary relationships (e.g., inside information, confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements, or protected health information or other personally identifiable information).
  • Do not upload, post, or otherwise transmit any unsolicited or unauthorized advertising or promotional materials.
  • Do not use the Service to promote harm to any person, group of people or animals, or any governmental or legal entity; or stalk or harass anyone.
  • Do not upload, promote, or distribute software viruses or any other kind of computer code, files or programs that attempt to interrupt, destroy, or limit the functionality of any computer software or hardware or telecommunications equipment. Don’t interfere with our servers or third-party services utilized with the Service, or with the services and networks of the service providers we use to help deliver the Service.
  • Do not access or attempt to access the Service by any means other than through the software we provide. And don’t use the Service in a manner that could lead to the interruption of access to the Service for others.
  • Do not upload, publish, or display any Content that contains sexually graphic material or material that may otherwise be deemed explicit or offensive, or that may be threatening, abusive, harassing, defamatory, libelous, obscene, invasive, hateful, or racially, ethnically, or otherwise objectionable. 

We reserve the right to make a determination as to whether your Content is acceptable, or not, in our sole discretion.

Please understand that these guidelines are intended to promote a beneficial experience for all users of the Service, but we cannot and do not monitor the use of the Service by others, so you may be exposed to offensive, indecent, or objectionable behavior by other users when using the Service. We expect that you understand this and, accordingly, you agree that your use of the Service is at your own risk.

If you do encounter any behavior that conflicts with these policies, or any other objectionable content, you may contact us at help@mmhmm.app.

4. Creating an Account / Obtaining A Subscription

You may only create an account with us to use the Service if you are age 13 or older, and the information you provide us is accurate, complete, and current at all times. Inaccurate, incomplete, or obsolete information may result in the immediate termination of your account to use the Service.

You are responsible for maintaining the confidentiality of your account and password, including but not limited to the restriction of access to your computer and/or account. You agree to accept responsibility for any and all activities or actions that occur under your account and/or password, whether your password is with our Service or a third-party service. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.

You may not use the email address of another person or entity that is not lawfully available for your use, or otherwise attempt to give the impression of being a person or organization who you are not, without appropriate authorization.

We reserve the right to refuse service, terminate your account, remove, or edit Content, or cancel orders in our sole discretion.

5. Paying for Your Subscription

Fees 

Except for any free trial period, or other exception we may grant from time to time, you must pay the subscription price specified for the Service. Payment obligations are non-cancelable and, except as expressly stated in these Terms, fees paid are non-refundable. If we agree to invoice you, full payment must be received within 30 days from the invoice date. Fees stated are exclusive of any taxes, levies, duties, or similar governmental assessments of any nature, including, for example, value-added, sales, use, or withholding taxes, assessable by any jurisdiction (collectively, “Taxes”). You will be responsible for paying all Taxes associated with your subscription, except for those taxes based on the Company’s net income.

Auto-renewal

All subscriptions automatically renew for an additional period equal to the preceding subscription term; and (ii) subject to any price increase (see below), the pricing during any automatic renewal term will remain the same as it was during the immediately prior term; provided, however, that either you or the Company may elect to terminate your access and use rights as of the end of the then current subscription term at any time.

Payment Methods

The Company accepts certain debit and credit cards as well as other forms of electronic transfers as acceptable payment methods for the Service (each, an “Accepted Payment Method”), subject to the procedures and rules contained in these Terms and any applicable contract with the provider of the Accepted Payment Method. Accepted Payment Methods may vary by country or by certain features of the Service and may change from time to time. In order to facilitate the charging and payment for your subscription, you agree that we have permission to retain and/or share with financial institutions and payment processing firms (including any institutions or firms we retain in the future) information regarding your purchase and your submitted payment information in order to process your payment, and to use your you Information to provide you with notices and disclosures relating to renewals and recurring charges. 

Price Changes

We may change the price of any Service from time to time, and add new fees and charges for certain features or to reflect a change in business or legal rules, but we will provide you with advance notice of changes in recurring subscription fees. Any increase in charges for the same Service shall not apply until the expiration of the then current subscription term, and would become effective no sooner than the next time you would be charged for such Service. If you do not agree to pay the new price or other applicable charges, you may elect not to renew the Service subscription before the price change goes into effect, which cancellation would be effective at the expiration of your then current subscription term. 

Paying our Payment Processor

When you pay for the Service, you are granting us the irrevocable right and permission with respect to such purchase to provide your personal data and payment information to any third-party payment processor we contract with (such as Stripe and/or one of its financial service providers) on your behalf, and to grant such firm(s) (and/or one of their respective financial service providers) the rights to collect, use, retain, and disclose such data and information. In addition, you authorize us to (a) obtain and verify your identity as necessary to complete financial transactions, and (b) determine your eligibility and authority to complete such purchase.  Please note that your obligation for payment to, and relationship with, such payment processor is a contractual matter between you and such third-party; We are not a party to, or responsible on account of, such contract. While we select our payment processors carefully and enter into detailed agreements imposing performance obligations (including confidentiality) on them, we cannot and do not guarantee their performance. We encourage you to provide any feedback regarding any payment processor with which you do business to us, as we value and use your input in determining whether to continue or end such relationships. If you have any concerns or problems with a payment processor, please contact us at help@mmhmm.app as promptly as you can.

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 up to date. You may change this information at any time by logging into your account through our app, accessing your account page and making the changesIf your payment card expires or the information is otherwise invalid, or you or another party controlling the payment method make changes to your billing account too close in time to when we charge for the Service subscription (so we cannot reasonably act on your changes prior to billing), we will probably not be aware of this, and we will bill the current charges to the card we had on record; the continuation of your Service subscription constitutes your authorization for us to do so, and you remain responsible for any uncollected amounts and any charges incurred by you or us as a result of billing to an invalid card or other payment method.

Costs of Collection; Credit Card Chargebacks

In addition to the fees for the Service, you agree to pay any reasonable costs we incur 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. If you purchase a Service subscription with a credit card and then subsequently request your credit card issuer to reverse that payment, we may be charged a fee. Accordingly, in order to enable you to pay fees with a credit card, you acknowledge and agree that we reserve the right to suspend your ability to use the Service until such time as you reimburse us the amount of the fee we were charged by the card issuer.

6. Copyright Infringement

If you believe that any user content or other material found in the Service violates your copyright rights, please see our Copyright Policy for instructions on sending us a notice of copyright infringement.

7. Intellectual Property

The Service, Service software, mmhmm Materials, and their features and functionality are and will remain the exclusive property of the Company and its licensors. The Service is protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of mmhmm inc.

8. Feedback

We welcome feedback, comments, and suggestions for improvements to the Service (“Feedback”). You can submit Feedback by emailing us at hello@mmhmm.app. You acknowledge and agree: (i) Feedback does not contain Confidential Information; (ii) we are not under any obligation of confidentiality, express or implied, with respect to any Feedback; (iii) we shall be entitled to use or disclose (or choose not to use or disclose) such Feedback for any purpose, in any way; (iv) we may already have under consideration or in development ideas similar to or the same as such Feedback; and (v) you are not entitled to any accounting, compensation or reimbursement of any kind from the Company under any circumstances on account of any Feedback you provide. To be clear, we shall be entitled to utilize all Feedback in any way without restriction or obligation to you. We shall be free to use for any purpose any ideas, concepts, know-how or techniques resulting from our access to or work with any Feedback provided in connection with your use of the Service.

9. Support and Updates

While we expect to provide updates to the Service, and guidance on how to use the Service as it may be updated, we shall not have any obligation to provide specific support to you with respect to the use or modifications of the Service. In addition, your license to use the Service does not entitle you to rights to use any new or different product or service the Company may launch, as any access to or rights to use a different product or service may be conditioned upon you entering into a separate agreement, on different terms, with us.

10. Links To Other Web Sites

Our Service may contain links to third party web sites or services that are not owned or controlled by the Company. We have no control over, and assume no responsibility for the content, privacy policies, or practices of any third party web sites or services. We do not warrant the offerings of any of these entities/individuals or their websites.

You acknowledge and agree that the Company shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any such content, goods, or services available on or through any such third party web sites or services.

We strongly advise you to read the terms of service and privacy policies of any third party web sites or services that you visit or use with the Service.

11. Termination

We may terminate or suspend your account and bar access to the Service immediately, without prior notice or liability, under our sole discretion, for any reason whatsoever and without limitation, including but not limited to a breach of the Terms.

If you wish to terminate your account, you may simply discontinue using the Service. If you wish to have your account and all corresponding Content permanently deleted, you may contact us at help@mmhmm.app.

Upon termination of your account, you shall delete the Service software, and not retain any copy thereof. All provisions of the Terms which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, and limitations of liability.

12. Indemnification

You agree to defend, indemnify and hold harmless the Company, its licensees and licensors, and its and their respective owners, employees, contractors, agents, officers and directors, 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 Service, by you or any person using your account and password; b) your breach of these Terms, or c) Content uploaded into the Service.

13. Disclaimer

WE PROVIDE THE SERVICE “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 US OR OBTAINED BY YOU FROM OR THROUGH THE SERVICE – WHETHER FROM US OR ANOTHER PARTY, AND WHETHER ORAL OR RECORDED – CREATES OR IMPLIES ANY WARRANTY FROM THE COMPANY OR SUCH OTHER PARTY TO YOU.

YOU AFFIRM THAT WE DO NOT CREATE OR CONTROL YOUR USE OF THE SERVICE AND THAT YOU SHALL BE SOLELY RESPONSIBLE FOR THE MANNER IN WHICH YOU USE OUR SERVICE. YOU UNDERSTAND THAT WE CANNOT GUARANTEE AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR USE IS PERMISSIBLE UNDER ANY LAW OR REGULATION.

WE DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY IMAGE OR OTHER CONTENT MADE AVAILABLE OR PROVIDED THROUGH THE SERVICE; (b) THAT THE SERVICE WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (c) THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT WE WILL CORRECT ANY DEFECT OR ERROR IN THE SERVICE; OR (e) THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL CODE. CONTENT YOU CREATE, RECORD OR DISTRIBUTE THROUGH THE SERVICE 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.

14. Limitation Of Liability

YOU ACKNOWLEDGE AND AGREE THAT NONE OF THE COMPANY, 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 THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. YOU AGREE TO LIMIT ANY ADDITIONAL LIABILITY NOT DISCLAIMED OR DENIED BY THE COMPANY 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 THE COMPANY 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.

15. Exclusions

Some jurisdictions do not allow the exclusion of certain warranties or the exclusion or limitation of liability for consequential or incidental damages, so the limitations above may not apply to you.

16. Governing Law

These Terms shall be governed and construed in accordance with the laws of California, United States, without regard to its conflict of law provisions. We shall, however, have the right to seek relief in any court of competent jurisdiction in order to protect our proprietary rights in the Service.

Our failure to enforce any right or provision of these Terms will not be considered a waiver of those 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 us regarding our Service, and supersede and replace any prior agreements we might have had between us regarding the Service.

17. Changes

We reserve the right, at our sole discretion, to modify or replace these Terms at any time. If a revision is material, we will provide at least 30 days’ notice prior to any new terms taking effect. What constitutes a material change will be determined at our sole discretion.

By continuing to access or use our Service after any revisions become effective, you agree to be bound by the revised terms. If you do not agree to the new terms, you are no longer authorized to use the Service.

18. Miscellaneous

These Terms constitute the complete agreement between you and the Company 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 the Company and you specifically referencing these Terms. 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, and any such attempt to assign is null and void.

19. Contact Us

If you have any questions about these Terms, please contact us at: hello@mmhmm.app.