MarkUp

Terms & Conditions

These Terms and Conditions (“Terms”) govern your use of the MarkUp Service.   These Terms constitute an agreement between the User and Ceros.   If you do not accept these Terms, you may not use MarkUp.

In addition to these Terms, your use of MarkUp is governed by our Privacy Policy. You agree to the collection, use and sharing of your information by Ceros as set out in the Privacy Policy, which may be amended by us from time to time.

1. Definitions. Capitalized terms not otherwise specified in this Agreement have the following meanings:

“Ceros,” “we” or “us” means (i) Ceros, Inc., a Delaware corporation if the Customer is located in North or South America and (ii) Ceros Crowd Fusion, Ltd. in any other case.

“Intended Purpose” means the real-time collaboration between User and Invitees using MarkUp in accordance with these Terms.

“Intellectual Property Rights” means copyrights, rights in the nature of copyright, trademarks, service marks, database rights, design rights, inventions, patents, applications or registrations or any of the foregoing, renewals and extensions of any of the foregoing, rights in respect of confidential information, and all other intellectual property and intangible rights of any description in any part of the world, whether now known or in the future created.

“Invitees” means any person User invites via the Service to review and comment on User Materials.

“MarkUp” or the “Service” means Ceros’s visual collaboration platform, which allows users to collaborate with one another in real time to review and comment on websites, images, photos, and videos, together with all improvements, enhancements, developments, and derivative works thereof.

“User Data” means all information that you submit or collect via the Service.

“User Materials” means all websites, urls, data, text, links, files, photos, and other content and materials that you provide, post, upload, input, copy, or share for collaboration through the Service.

“User” or “you” means the person or entity identified in the applicable account as the customer, together with such person’s employees, representatives, consultants, contractors or agents who are authorized to use the Service on the User’s behalf, including, without limitation, any Invitee of such User.

2. The Service  

2.1. Access.  During the Term, we will provide User and User’s Invitees access to and use of MarkUp for the Intended Purpose, and for no other purpose, in accordance with these Terms.

2.2. Modifications. We may modify the Service from time to time in our discretion, including by adding or deleting features and functions.

2.3  Support.  Support is available on the chat support button located at the bottom right of the markup website at www.markup.io.

3. Ceros Proprietary Rights  

3.1.  These Terms allow you to access and use the Service, and do not grant you any license to any software code underlying the Service.  By using MarkUp you acknowledge and agree that Ceros is the owner of all Intellectual Property Rights relating to MarkUp, all software code used in connection with the Service, and any other materials provided or made available to you by Ceros.  Nothing in this Agreement shall transfer any ownership or proprietary interest in Ceros’ Intellectual Property Rights to you.

3.2.  You agree not to copy, rent, lease, sell, distribute, alter, or create derivative works based on MarkUp or the Service in whole or in part, by any means, except as may be expressly authorized in writing by us. Ceros, MarkUp, and other marks that we use from time to time are our trademarks and you may not use them without our prior written permission.

4. User Materials and User Data.  

4.1. As between User and Ceros, User owns and retains all Intellectual Property Rights to the User Materials and User Data. This Agreement does not grant us any ownership rights to User Materials or User Data.

4.2.  You represent and warrant that all User Materials that you post to the Service shall be either (a) your wholly original material, or (b) material that you are using with the permission of its owner.  You represent and warrant that your User Materials does not infringe any copyright, trademark or other rights of any third party including without limitation any rights of privacy or publicity.

4.3.  We may monitor use of the Service by all of our customers and use the data gathered in an aggregate and anonymous way. You agree that we may use and publish such aggregate and anonymous information, and hereby grant us a perpetual, irrevocable, non-terminable, royalty-free, fully paid license to do so.

5. Restrictions on Use. By using MarkUp, you agree to the following conditions of use:

5.1. You shall use MarkUp solely for the Intended Purpose and in accordance with all limitations and requirements set out in these Terms, and shall be solely responsible for all activity associated with your account, including, without limitation any activity by your Invitees and any User Materials.

5.2  You shall not use MarkUp for any illegal purpose or in any way that causes, or may cause, damage to any website or impairment of the performance, availability or accessibility of any website.

5.3. You shall be solely responsible for keeping a duplicate copy of all User Materials; we do not accept any responsibility or liability for the loss of your User Materials.

5.4. You shall not share your MarkUp password with any third party or publicly disclose it, or permit any third party to access the Service using your User information.

5.5  You must be authorized to access any website on which you use the Service and to utilize our proxy technology in connection with such website.

5.6   If you are using MarkUp on a password-protected website, you will need to enter your password each time you access that website.  MarkUp does not copy or store your passwords or other login credentials for such websites.

5.7. You shall notify us immediately of any breach of security or unauthorized use of your account.

5.8.  You shall not attempt to hack, destabilize or adapt MarkUp or its source code, or transmit worms, viruses or any code of a destructive nature to MarkUp or its users.  You shall not use any high volume automated means (including but not limited to robots, spiders and scripts) to access the Service.

5.9.  You shall not modify, prepare derivative works of, reverse engineer, reverse assemble, disassemble, decompile or otherwise attempt to decipher any software code used to provide the Services or any other aspect of Ceros’s technology.

5.10.  You are solely responsible for obtaining and maintaining all equipment and services needed for access to and use of MarkUp and for paying all charges related to them.

5.11.   You must be at least 18 years of age to establish an account on MarkUp.

6.   User Feedback.   We encourage all customers to comment on the Service, and provide suggestions for improving it.  You agree that all such comments and suggestions will be non-confidential and that we own all rights to use and incorporate them into the Service, without payment to you.
7. Publicity.   You grant us the right to add your name and company logo to our customer list and website, unless otherwise precluded by prior written agreement.
8. Disclaimers; Limitations of Liability  

8.1.  We and our affiliates, agents or representatives make no representations about the suitability, reliability, availability, timeliness, security or accuracy of the Service.  To the extent permitted by law, the Service is provided “as is” without warranty or condition of any kind. Ceros disclaims all warranties and conditions of any kind with regard to the Service, including all implied warranties or conditions of merchantability or fitness for a particular purpose. We disclaim all liability with respect to any third party products.

8.2.  To the extent permitted by law, in no event shall Ceros be liable for any indirect, punitive, special, incidental, or consequential damages, including, without limitation, lost profits or business opportunities, in each case regardless of the theory on which such claims are made and regardless of whether or not Ceros has been made aware of the possibility of such damages.

8.3.  If, notwithstanding the other terms of this Agreement, Ceros is determined to have any liability to User or any third party, Ceros’s maximum aggregate liability shall be limited to $50.

9. Indemnification.   You will indemnify, defend and hold us harmless against any claim or cause of action brought against us (and our officers, directors, employees, or agents) by a third party to the extent that such claim or cause of action is based upon or arises out of (a) your use of the Service, (b) your use of any third-party products, or (c) any breach of these terms or applicable law.
10. Termination, Suspension.   We may suspend or terminate any User’s access to the Service, in our discretion, including, without limitation, for use of the Service in a way that violates applicable laws and regulations or these Terms, or any instance of posting or uploading material that infringes or is alleged to infringe on the copyright or trademark rights of any person or entity.
11. Copyright Policy.  

11.1.  The Digital Millennium Copyright Act (DMCA) governs claims of copyright infringement against online service providers such as Ceros.  We comply with all applicable laws, including the DMCA, and have policies in place to ensure that we respect the intellectual property rights of other people.

11.2.  If you believe that you have a claim of copyright infringement, please send us a written communication that includes the following information:

11.2.1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

11.2.2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.

11.2.3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit the service provider to locate the material.

11.2.4. Information reasonably sufficient to permit the service provider to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.

11.2.5. A statement that the complaining party has a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law.

11.2.6. A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

11.3. Our designated copyright agent for notice of alleged copyright infringement is:

Ceros, Inc. Attn: Copyright Agent 40 W. 25th St., 12th Floor New York, NY 10010

11.4. Ceros reserves the right to remove Customer Materials alleged to be infringing in our sole discretion, at any time and without prior notice, and without any liability to you.

12. Fees and payments

12.1.  Subscription Fees. The Subscription Fee is payable by you, and fully earned by us, on the Commencement Date and the first day of each Renewal Term thereafter, for so long as this Agreement continues.

12.2.  Payment by credit card. If you are paying by credit card or electronic funds transfer, you authorize us to charge your credit card or bank account for all fees payable at the beginning of the Term and any Renewal Term and any other amounts owing under this Agreement, from time to time. You further authorize us to use a third party to process payments, and consent to the disclosure of your payment information to such third party.

12.3. Payment against invoice. If you are paying by invoice, we will invoice you at the beginning of the Term and at the beginning of each subsequent Renewal Term; Subscription Fees are due and payable on the date of invoice, unless otherwise specified in the Order Form.

12.4. Payment Information. All payment obligations are non-cancelable and all amounts paid are non-refundable, except as specifically provided for in this Agreement. In the event that payment is not made in accordance with this Agreement, you will remain liable to make payment but we reserve the right to terminate or restrict the Subscription Service until payment is made.

12.5 Sales Tax. All fees are exclusive of any applicable sales taxes, which we will charge as applicable. You agree to pay any taxes applicable to your use of the Subscription Service, including all sales, use, value-added, transfer, and telecommunications taxes. If you are located in the European Union, all fees are exclusive of any VAT and you represent that you are registered for VAT purposes in your member state. At our request, you will provide us with the VAT registration number under which you are registered in your member state.

12.6 Late Payments. Customer shall pay interest on all late payments at the lesser of (i) 1.5% per month or (ii) the highest rate permissible under applicable law, calculated daily and compounded monthly. Customer shall reimburse Ceros for all costs incurred in collecting any late payments, including, without limitation, attorneys’ fees.

13. Subscription renewals This Agreement may be renewed or extended by the mutual agreement of Ceros and the Customer. Each Renewal Term is subject to this Agreement.

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