Terms of Service

An Introduction to MACHULU's Terms and Conditions of Use

This page was updated on November 17, 2020

Introduction

Welcome to MACHULU!

If you have been granted access to any part of MACHULU on a pilot or trial basis, such use is only permitted for the period determined by MACHULU at its absolute discretion and is subject to the terms below.

Here is a quick summary of some of the highlights of our Terms of Service:

Our mission is to promote ideation and facilitate problem solving. The MACHULU platform offers a fertile cross-pollination marketplace for users to present challenges and offer high-quality solutions by efficiently employing our proprietary methods, artificial intelligence, and machine learning capabilities to identify and match challenges with their appropriate solutions.
You own the content that you post; you also grant us (and when posting a public challenge – to all other users) certain rights and license to use it. The details of these licenses are described below.
You are responsible for the content that you post. Users should not post or upload confidential material to MACHULU, this includes ensuring that you have the rights needed for you to post that content and that your content does not violate the legal rights of another party or any applicable laws.
We do not review, audit, endorse, or verify content posted by users. Our platform is provided to you “as is,” without any guarantees, representations, or warranties. You are solely responsible for your own use of the MACHULU platform and the content uploaded to the platform. Solutions matched and presented to you by MACHULU’s algorithm should not be treated as a substitute for professional advice for your specific situation even if such Solution was originally created by a professional.
You agree to follow the rules of our platform. When you use the MACHULU platform, you also agree, to the extent applicable, to pay MACHULU the platform fees (as detailed below). You also agree to our Terms of Service, accept our Privacy Policy, and any other published MACHULU policy. If you do not agree with those, then please do not use the platform.
We offer tools for you to give feedback and report complaints. If you think someone has violated your intellectual property rights, other laws, or MACHULU’s policies, you can initiate a report at https://machulu.com/report/ or send an email to report [at] machulu.com.

We are pleased that you want to join the MACHULU platform and encourage you to read the full Terms of Service.

Terms and Conditions of Use

Welcome to MACHULU!

1. MACHULU

1. MACHULU is engaged in creating, developing, and maintaining an interactive platform (“Platform“) for business professionals. The Platform enables its users to share their challenges and interact with other users of the Platform, who offer a broad bank of use cases, challenges, tools, services, technological and other solutions, services, and knowledge. MACHULU is also engaged in the ideation, development, maintenance, and provision of a website (the “Website“) mobile application (the “App”), and other channels that will integrate into the Platform (the Platform, Website, and App shall be defined collectively herein as the “Services“).

These terms and conditions of use (“Terms“) set forth the agreement (“Agreement“) between you and MACHULU Inc. (“MACHULU” “we” or “us“). It governs your use of the Services we offer.

Please make sure to read it, because, by using the Services, you consent to these terms. If you do not agree to these terms and/or the privacy and/or security policy and/or other policies, guidelines, or instructions posted on the MACHULU Platform, do not use the Services. Your use of the Services is subject to any license agreement or user agreement that accompanies or is included with the Services, the download process, and documents that accompany the Services. If there is a conflict or inconsistency between these Terms and the rules, license agreement, user agreement, or other terms and conditions for a specific use of the Services, or for specific content download or use, the latter shall have precedence with respect to your access and use of that area of the Services.

2. Changes and Feedback

2. We are always trying to improve your experience on the MACHULU Platform. We may need to add or change features and may do so without notice to you. We welcome your feedback and suggestions about how to improve the MACHULU Platform. Feel free to submit feedback at https://machulu.com/contact/. By submitting feedback, you agree to grant us the right, at our sole discretion, to use, disclose, and otherwise exploit the feedback, in whole or part, freely and without compensation or any other rights to you.

3. The concept of the MACHULU Platform

The MACHULU platform offers a fertile cross-pollination marketplace for users to present challenges and offer high quality solutions by efficiently employing our proprietary methods, artificial intelligence, and machine learning capabilities to identify and match challenges with their appropriate solutions. Registered users may be individuals or organizations who propose and share challenges, challenge solutions (“Challenges” and “Solutions“, respectively), or join specific interest groups (“Groups“) aggregated by MACHULU’s AI powered matching process to assist Users in finding content on the Platform which is appropriate to their needs. Challenge proposers (“Challenge Owners“) may acquire a Solution either by accessing an existing Solution already found in the MACHULU Platform (“Existing Solutions“) or independently contracting with a Solution provider through the Platform to access a Solution tendered on the Platform in response to a particular Challenge or Challenge Call (as defined below). Groups may be founded and managed by a User or alternatively by MACHULU. A Group manager may invite other Users to join its Group but may not delink a User from its Group.

4. Registration

In order to receive access to our Services and become a user (“User“) you must create your account on the MACHULU Platform (the “Account“). To open an Account on the MACHULU Platform, you must provide us with your email address and select a password (the “Registration“). You may sign up via social media networks (such as Google, Facebook, LinkedIn, Tweeter, etc.), in which case MACHULU will receive your name, and email address, from such network for the Registration process. By inviting your contacts on such social media networks to register an Account with MACHULU or to participate in a Challenge, you consent to MACHULU collecting such contacts’ email addresses. By opening an Account, you agree to provide MACHULU with accurate, complete, and up-to-date information. You may not select a username that impersonates someone else, intended to disguise the User’s identity, is or may be illegal, protected by trademark or other proprietary rights, vulgar or offensive, or may cause confusion. MACHULU reserves the right to reject any username in its sole discretion at any time.

4.1. You hereby acknowledge and agree: (i) not to share your password, Account information, or access to MACHULU content; (ii) that you are responsible for maintaining the confidentiality of password(s) and Account information and for all activities that occur under your password(s) or Account(s) or as a result of your access to the MACHULU Platform; and (iii) to immediately notify MACHULU of any unauthorized use of your Account or any other breach of security. MACHULU will not be liable for any loss and/or damage you may incur as a result of someone else using your password and Account with or without your permission. By opening an Account, you confirm and approve the collection of the personal details required in order to set up your User Account.

4.2. Our privacy practices are set forth in our Privacy Policy. We will treat the information you provide as part of Registration in accordance with our Privacy Policy. By use of the MACHULU Platform, you agree to accept our Privacy Policy, regardless of whether you are a registered User.

4.3. An organization named profile (“Organization Profile“) may be created by a User naming an organization on the profile title of such Account. Only a duly authorized representative of the organization may register an Organization Profile or delete content therefrom. If you are accepting these Terms or any other MACHULU terms on behalf of someone else or an organization, you confirm that you have the legal authority to bind that person or organization to these Terms and/or to the Organization Terms. Users legitimately associated with an organization may link their Account profiles to the Organization Profile. We cannot verify or monitor any fraudulent opening, misrepresentation, and misuse of an Organization Profile and assume no responsibility for such. An Organization’s Account manager may link and add related Users to the Organization’s Account. We do not monitor or authorize such a link or addition, however, you may report abusive content or false account representation to MACHULU by using MACHULU’s report abuse form on MACHULU’s website or by a personal email request sent to report [at] machulu.com. MACHULU may delink your account from an Organization Profile.

4.4. By registering an Account or by using the Services, you warrant and represent that you are above 18 years of age.

5. Acceptable Use

In connection with your use of the Services, except as permitted under Section ‎19.4 below, MACHULU expressly forbids you to:

Republish material made available in connection with the Services in any physical or electronic media documents, including (but not limited to) republication on another website;
Sell, rent, or sub-license material made available in connection with the Services;
Display any material made available in connection with the Services in public;
Reproduce, duplicate, copy, or otherwise exploit material made available in connection with the Services for a commercial purpose;
Edit or otherwise modify any material made available in connection with the Services;
Redistribute material made available in connection with the Services- except for Solutions or other content specifically and expressly made available for redistribution, and then only within your organization;
Republish or reproduce any part of the material made available in connection with the Services through the use of iFrames or screen-scrapers, unless explicitly permitted;
Use any part of the Services in any way that causes, or may cause, damage, or impairment of the availability or accessibility of MACHULU and the Services, or in any way which is unlawful, illegal, fraudulent, or harmful or in connection with any unlawful, illegal, fraudulent or harmful purpose or activity;
Use the material made available in connection with the Services to copy, store, host, transmit, send, use, publish, or distribute any material which consists of (or is linked to) any spyware, computer virus, Trojan horse, worm, keystroke logger, rootkit, or other malicious computer software;
Conduct any systematic or automated data collection activities on or in relation to the material made available in connection with the Services without MACHULU’s express written consent. This includes:
- Scraping;
- Data Mining;
- Data Extraction;
- Data Harvesting;
- “Framing”- iFrames;
- Article Spinning.
Use the material made available in connection with the Services, or any part of it, to transmit or send unsolicited commercial communications;
Use the material made available in connection with the Services for any purposes related to marketing without the express written consent of MACHULU.
Use the Services to distribute or make available for download media files (images, audio or video) or any other types of files, for purposes other than distributing content created by using the Services.
Contact, or contract with, any of the Solution providers or Challenge Owners via any means other than on the Platform.
Users should not post or upload confidential or secret material to MACHULU.

6. Individual License Terms

Only one User may log in per license to the MACHULU Platform using the same Account at any given time. Multiple users utilizing a single User Account and password assigned to a MACHULU license to login to the Services is a direct violation of these Terms, which will result in immediate termination of your right to access the Services. MACHULU will not be liable for any loss and/or damage you incur as a result of such immediate termination of your right to access the MACHULU Services.

7. Account Plans

Upon Registration, you may be required to choose your Account Plan in order to use the Services. MACHULU currently offers a free User Account and a premium User Account; (hereinafter “Free User“, “Premium“, respectively, and each an “Account Type“).

Free User. The Free User Account is offered to you for free, on an AS-IS basis, and contains a broad set of features, data, and tools.

Premium. Following Registration, as a Free User, you may choose to unlock additional features of the Platform. The Premium Account grants you exclusive for-pay features as detailed on the appropriate pricing page. Our Premium Account aims to benefit a wide range of professional and non-professional Users alike.

8. New Challenge Submission

A User may fill in Challenge details and submit a Challenge on the Platform. Thereafter, the Platform may present the Challenge Owner with an automatically generated list of optional Existing Solutions curated and matched by the MACHULU’s algorithm, or the User may manually search the Platform for a Solution match. A User may select a number of Solutions that fit the Challenge; review each Solution details and rate each selected Solution. To assist the Challenge Owner in making a decision about a particular Solution the User can (i) invite team members or external consultants (free or paid) to the Challenge zone on the Platform; and/or (ii) contact the provider of the desired Solution via the Platform for more information and clarifications. After selecting the appropriate Solution, the Challenge Owner and the Solution provider will communicate exclusively on the Platform to finalize the acquisition of the Solution sign the appropriate contracts, and further Solution implementation. Challenge Owners and Solution providers hereby undertake to refrain from circumventing MACHULU and contracting Solutions through any medium outside of the Platform. Some Challenges and Solutions could be automatically pre-approved for contracting, based on criteria predefined by the Account Owner. An Organization Profile Challenge Owner represents that it is duly authorized by the organization to lawfully acquire and implement a Solution acquired from a Solution provider on the Platform via the Organization Profile. MACHULU encourages Users to collaborate and contract together to implement the Solutions for each other, however since the decision to engage and contract on the Platform vests solely with the contracting Users and is at their sole discretion and is not influenced by MACHULU in any manner whatsoever, MACHULU does not warrant nor undertake any responsibility to ensure consummation of such a relationship, and nor does MACHULU undertake any liability for the formation any relationships formed on the Platform or the failure thereof.

9. Challenge Call

A User may elect to fill in Challenge details while remaining anonymous and submit a Challenge Tender on the Platform calling for Solution providers to actively bid to provide a Solution offering to the Challenge Owner for a limited time (‘’Challenge Call’’ or “Tender”, ‘’Call Bid’’ or “Tender Bid”, ‘’Challenge Call Timeframe’’ or “Bid Submission Timeframe”, respectively). The Challenge Tender Owner may at its sole and absolute discretion take affirmative action on the Platform to accept a Call Bid. The Challenge Tender Owner and the Solution provider of the Tender Bid will communicate exclusively on the Platform to finalize the acquisition of the Solution, sign the appropriate contracts and further Solution implementation. Once the Challenge Tender Owner selects a Tender Bid, the Tender Bid may not be modified by the selected Tender Bid provider. Challenge Call Owners and Solution providers hereby undertake to refrain from contracting Solutions through any medium outside of the Platform. MACHULU encourages Users to collaborate and contract together to implement the Solutions for each other, however since the decision to engage and contract on the Platform vests solely with the contracting Users and is at their sole discretion and is not influenced by MACHULU in any manner whatsoever, MACHULU does not warrant nor undertake any responsibility to ensure consummation of such a relationship, and nor does MACHULU undertake any liability for any relationships formed on the Platform or the failure thereof.

10. Solutions

The Solution provider is responsible for the content of the Solutions or portions thereof that it imports to, provide to, creates, stores on the Services. The Solution provider’s responsibility for the content and appearance of each Solution includes, but is not limited to, its legality, reliability, appropriateness, and originality. In the event of a Solution acquisition on the Platform, the Solution provider is further responsible for the implementation plan, delivery, warranty and maintenance concerning the acquired Solution. Even if your Solutions are not designated as Public (as defined herein), MACHULU may still internally use the Solutions strictly for the purpose of enhancing MACHULU’s matching algorithm, analytics, statistics, etc., and the range and selection of the Existing Solutions available on the Platform (“Internal Records”). If your Account was terminated, your Solutions will only be available to MACHULU as Internal Records. Each User is free to determine its desired privacy level for their Solution. Notwithstanding the foregoing, all Challenges and Solutions may still be indexed on ex-Platform online search engines, although visibility to the public shall be determined by each User’s privacy level selection such that you may restrict or allow your Solutions to be made available publicly. You represent and warrant that your Solutions do not violate the privacy rights, publicity rights, trademark rights, copyrights, contract rights, or any other rights of any person and are in accordance to any applicable laws.

11. Term and Termination

Free Account. The Services provided in consideration for subscribing as a Free User shall commence and be made available for access by the User on the date Registration is made and shall continue unless earlier suspended, disabled, or deleted in accordance with these Terms.
Premium Accounts. The Services provided in consideration for subscribing as a Premium User shall commence and be made available for access by the Premium User subject to the payment of its subscription fees, and shall continue for as long as the Premium User duly pays its subscription fees, unless earlier terminated (either by the Premium User or MACHULU), suspended, disabled or deleted in accordance with these Terms.

You may choose to terminate your respective Account, at any time, in accordance with these Terms, by logging into your Account, selecting the appropriate tab, and following the instructions therein. The Services will remain available until the date of the next scheduled subscription fee, at which point the termination will come into effect.

Upon termination of the Premium User’s Account, the following will occur (“Termination“):

a) To the extent no subscription fees will be paid by a Premium User, the User shall only have access to the minimum set of features retained for Free Users, and for all intents and purposes shall be reclassified as a Free User; Any and all features associated with the Premium User’s Account shall be revoked, and the User’s ability to use such features will become disabled or restricted, as applicable. In the case that the User decides to re-subscribe as a Premium User, all such features shall become available again, mutatis mutandis, and its User Account will be reclassified as a Premium Account;

b) The User Content (as defined below) shall be retained in our systems in accordance with and subject to our Privacy Policy following which MACHULU shall have the right to delete any, and all User Content in excess of the permitted storage under the Free User license terms.

c) Any User may request to delete his User Account, under which such User Account shall be deleted within 30 days following MACHULU’s receipt of such request.

d) THE USER ACKNOWLEDGES AND AGREES THAT ANY DATA THAT WILL REMAIN IN OUR SYSTEMS PAST THE END OF THE APPROPRIATE RETENTION PERIOD AS DEEMED BY MACHULU WILL BE PERMANENTLY DELETED.

12. Your Content

In these Terms, “User Content” for “Your Content” means material that you (or third parties acting on your behalf) submit to the Platform, stored or generated on or by using the Services, for the creation of Challenges and/or Solutions or any other way of using the Platform, including but not limited to, adding content such as feedback, rating, scoring, comments, and messages. FOR THE PURPOSE OF ENHANCING OUR MACHINE LEARNING AND AI ALGORITHMS, WE MAY RETAIN CHALLENGES AND SOLUTIONS AND ALL OTHER CONTENT YOU UPLOAD TO PLATFORM. BY SUBMITTING USER CONTENT TO THE SERVICES, YOU GRANT TO MACHULU A WORLDWIDE, PERPETUAL, IRREVOCABLE, NON-EXCLUSIVE, ROYALTY-FREE LICENSE TO USE, REPRODUCE, ADAPT, PUBLISH, TRANSLATE AND DISTRIBUTE SUCH USER CONTENT. IF A USER DESIRES TO REMOVE ITSELF FROM THE PLATFORM AS A SOLUTIONS PROVIDER, IT SHOULD ACTIVELY REMOVE ITSELF FROM THE PLATFORM VIA THE APPROPRIATE TAB ON THE PLATFORM. INFORMATION OF ORGANIZATION PROFILES AND GROUPS SHALL REMAIN ON THE PLATFORM FOLLOWING THE REMOVAL PROCEDURE MENTIONED ABOVE AND TREATED IN ACCORDANCE WITH THE PRIVACY SELECTION OF THE ORGANIZATION PROFILE. DATA SCRUBBING SERVICES MAY BE OFFERED BY MACHULU TO ORGANIZATION PROFILES FOR A FEE AS DETAILED IN THE APPROPRIATE PRICING PAGE.

13. User Contetn

You may not submit any User Content to the Services that is, or has ever been, the subject of any threatened or actual legal proceedings or that may infringe any third-party rights or any applicable law.

14. Adding Data

You may not upload, post, or otherwise use in any way in connection with the Services any text, video or audio recording, images, or other material protected by copyright, trademark, or any other proprietary right without the express permission of the owner of such copyright, trademark or other proprietary rights. The burden of determining that any material is not protected by any such right is on the User. You shall be solely liable for any damage resulting from any infringement of copyrights, trademarks, proprietary rights, or any other harm resulting from your violation of this prohibition.

15. Public Data

The MACHULU Platform enables you to add Challenges, Solutions, feedback, personal information, ratings, and reviews. You acknowledge and agree that, as part of using the MACHULU Platform, when you mark your Content as Public or when you contract with a Solution provider for access to a Solution, your Content may be viewed by the general public.

16. Ownership

You, or your licensors, as applicable, retain ownership of the copyright and other intellectual property in Your Content, subject to the non-exclusive rights granted below.

16.1. Intellectual Property Ownership The Services (including without limitation, the design, functionality, and documentation related thereto) and all content included on or in connection with the Services, all text, graphics, logos, button icons, images, audio clips, digital downloads, data compilations and software and all trademarks, service marks, brand, and trade names and logos appearing on the Platform or otherwise (“MACHULU’s Content“), are and shall remain at all times the sole and exclusive property of MACHULU and is protected by international copyright laws. The User agrees that other than with respect to the limited rights of use as provided under these Terms, such User shall not have or be deemed as having any rights of any nature in MACHULU’s Content.

16.2. MACHULU OWNS THE PLATFORM AND THE RIGHT TO IMPROVE THE MACHINE LEARNING, WHEREAS THE SOLUTION PROVIDERS OWN THEIR INTELLECTUAL PROPERTY AND WARRANT SO TO THE CHALLENGE OWNER. OWNERSHIP OF ANY INTELLECTUAL PROPERTY DEVELOPED BETWEEN THE CHALLENGE OWNER AND THE SOLUTIONS PROVIDER IN THE FRAMEWORK OF A CHALLENGE AND SOLUTION MATCH SHALL BE AS EXCLUSIVELY SET FORTH IN THE AGREEMENT EXECUTED BETWEEN THE CHALLENGE OWNER AND THE SOLUTIONS PROVIDER.

16.3. Your use of the Services does not give you any authority to act as an agent, legal representative, or employee of MACHULU, or of any third party with whom MACHULU has a relationship, and you agree not to represent that you are otherwise.

17. License and Permission to Use Your Content

17.1. By submitting, posting, or displaying Your Content on the MACHULU Platform in the public visibility mode (“Public“), you grant MACHULU and its affiliated companies a nonexclusive, worldwide, royalty-free, fully paid up, transferable, sub-licensable (through multiple tiers), license to use, copy, reproduce, process, adapt, modify, create derivative works from, publish, transmit, store, display and distribute, translate, communicate and make available to the public, and otherwise use Your Content in connection with the operation or use of the MACHULU Platform or the promotion, advertising or marketing of the MACHULU Platform or our business partners, in any and all media or distribution methods (now known or later developed), including via means of automated distribution, such as through an application programming interface (also known as an “API“). You agree that this license includes the right for MACHULU to make Your Content available to other companies, organizations, business partners, or individuals who collaborate with MACHULU for the syndication, broadcast, communication, and making available to the public, distribution or publication of Your Content on the MACHULU Platform or through other media or distribution methods. This license also includes the right for other users of the MACHULU Platform to use, copy, reproduce, adapt, modify, create derivative works from, publish, transmit, display, and distribute, translate, communicate and make available to the public Your Content, subject to our Terms of Service. Except as expressly provided in these Terms of Service, this license will not confer the right for you to use automated technology to copy or post questions and answers or to aggregate questions and answers for the purpose of making derivative works. The Services provided on the Platform are in the English language and MACHULU may provide a translation of Your Content and does not guarantee the accuracy of such translation or the original publication of content in any language other than English.

17.2. Once you post a public post in response to a challenge or solution (“Post(s)“), you may edit or delete your Post at any time [or within the Challenge Call Timeframe] from public display on your dashboard. MACHULU may remove suspected spam from your Posts. Once you Post, it may be edited or deleted by MACHULU at any time. Any edits and changes made by you may be visible to other users. The right for MACHULU to copy, display, transmit, publish, perform, distribute, store, modify, and otherwise use any Post, and sublicense those rights to others, is perpetual and irrevocable, to the maximum extent permitted by law, except as otherwise specified in this Agreement.

17.3. You acknowledge and agree that MACHULU may preserve Your Content and may also disclose Your Content and related information if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce these Terms of Service; (c) respond to claims that any of Your Content violates the rights of third parties; (d) detect, prevent, or otherwise address fraud, security or technical issues; or (e) protect the rights, property, or personal safety of MACHULU, its users, or the public.

17.4. You understand that MACHULU may modify, adapt, or create derivative works from Your Content in order to transmit, display, or distribute it over computer networks, devices, service providers, and in various media. We also may remove or refuse to publish Your Content, in whole or part, at any time.

17.5. You further give MACHULU the permission and authority to act as your nonexclusive agent to take enforcement action against any unauthorized use by third parties of any of your Content outside of the MACHULU Platform or in violation of our Terms of Service.

18. Your Responsibilities for Your Content

By posting Your Content on the MACHULU Platform, you represent and warrant to us that: i) you have the ownership rights, or you have obtained all necessary licenses or permissions to use Your Content and grant us the rights to use Your Content as provided for under this Agreement, and ii) that posting Your Content violates no confidentiality obligation, intellectual property or personal right of others or any applicable law or regulation, including any laws or regulations requiring disclosure that you have been compensated for Your Content. You accept full responsibility for avoiding infringement of the intellectual property or personal rights of others or violation of laws and regulations in connection with Your Content. You are responsible for ensuring that Your Content does not violate any published MACHULU policy, or any applicable law or regulation. You agree to pay all royalties, fees, and any other monies owed to any person by reason of Your Content.

18.1. Legal, Medical & Other Professional Contributors. Some users who post content are members of legal, medical, and other licensed professions (collectively, “Professional Contributors“). Content posted by Professional Contributors should not be relied on as a substitute for advice from a professional that is appropriate for your specific situation. MACHULU has provided certain disclaimer template language that Professional Contributors may edit and incorporate in their answers. Ethics rules differ by state or location, and it is the responsibility of Professional Contributors to determine and provide disclaimers appropriate for their profession and the content provided.

18.2. Web resources and third-party services. The MACHULU Platform may also offer you the opportunity to visit links to other websites or to engage with third-party products or services. You assume all risks arising out of your use of such websites or resources.

18.3. Services that Require Separate Agreement. Certain features or services may require that you enter into a separate and supplemental written agreement prior to use.

19. Our Content and Materials

19.1. Definition of Our Content and Materials. All intellectual property in or related to the MACHULU Platform (specifically including, but not limited to MACHULU’s software, the MACHULU marks, the MACHULU logo, MACHULU’s Content, but excluding Your Content) is the property of MACHULU, Inc., or its subsidiaries and affiliates, or content posted by other MACHULU users licensed to us (collectively “Our Content and Materials“).

19.2. Data. MACHULU may collect data for the purposes of statistical analysis, enhancing MACHULU’s AI engine, algorithms, etc., including the purpose of advising other organizations/solutions. All the data MACHULU collects (“Data“) about the use of the MACHULU Platform by you or others is the property of MACHULU, Inc., its subsidiaries, and affiliates. For clarity, Data does not include Your Content and is separate from Our Content and Materials.

19.3. MACHULU’s License to You.

19.3.1. MACHULU grants you a personal, limited, non-exclusive license to use and access Our Content and Materials and Data as made available to you on the MACHULU Platform in connection with your use of the MACHULU Platform, subject to the terms and conditions of this Agreement.

19.3.2. MACHULU may terminate the MACHULU license to you at any time for any reason. MACHULU has the right but not the obligation to refuse to distribute any content on the MACHULU Platform or to remove content. Except for the rights and license granted in these Terms of Service, MACHULU reserves all other rights and grant no other rights or licenses, implied or otherwise.

19.4. Permitted uses. You represent and warrant that you will not use any automated tools such as artificial intelligence or machine learning i) to create derivative works of Our Content and Materials; ii) to create any service competitive to the MACHULU Platform; or iii) for other commercial purposes except as expressly permitted by these Terms of Service or the written consent of MACHULU. You hereby undertake that You will not, nor allow any third party on your behalf, to modify in any manner or remove or otherwise infringe any such proprietary intellectual property and/or copy, edit, reverse engineer, decompile, re-license, sell or reproduce any part of the MACHULU’s Content or otherwise use MACHULU’s Content in any way that is not their intended use (for example, the MACHULU’s Content can be used only as part of the video and cannot be duplicated or copied and otherwise used in any other way, physically or electronically).

19.5. No Endorsement or Verification. Please note that the MACHULU Platform contains access to third-party content, products, and services, and it offers interactions with third parties. Participation or availability on the MACHULU Platform does not amount to endorsement or verification by us. We make no warranties or representations about the accuracy, completeness, or timeliness of any content posted on the MACHULU Platform by anyone regardless of the verified title or confirmed status attached to such content.

19.6. Ownership. You acknowledge and agree that Our Content and Materials remain the property of MACHULU’s users or MACHULU. The content, information, and services made available on the MACHULU Platform are protected by international copyright, trademark, and other laws, and you acknowledge that these rights are valid and enforceable.

20. More About Certain Offerings on the MACHULU Platform

The MACHULU Platform may include advertisements, which may be targeted to content or information on the MACHULU Platform, queries made through the MACHULU Platform, or other information, in an effort to make them relevant to you. The types and extent of advertising by MACHULU are subject to change. In consideration for MACHULU granting you access to and use of the MACHULU Platform, you agree that MACHULU and its third-party providers and partners may place such advertising on the MACHULU Platform. If you wish to become an advertiser, you will be required to enter into separate and supplemental terms with us about providing advertising services on the MACHULU Platform.

21. Fees and Payment Terms

Registration for an Account and use of the Services by Users entitles MACHULU to subscription and matching fees as applicable and as you shall approve upon registering for your desired Account Type. The pricing page may be found by the link provided to you on MACHULU’s website. If you disapprove of such payments, please do not complete the Account Registration process; if you don’t agree to the applicable fees, please do not register to the Platform.

Following the first payment of the subscription fees, which shall be paid immediately upon subscribing to your Premium Account (the “First Payment“), the subscription fees shall be paid automatically by the Premium User, as consideration for your capability to make use of our Services, until Your subscription is terminated, as stipulated hereunder (“Subscription Period“).

Failure to pay the fees, for any reason, including, without limitation, the invalidity of payment method, may result in the Termination of the Account, as stipulated hereunder.

MACHULU reserves the right to change any of its fees from time to time, by posting the changes at the applicable location on the Platform 30 days in advance, but with no advance notice required for temporary promotions or any changes that result in the reduction of such fees.

Solution acquisition fees and terms shall be in accordance with the terms agreed upon by the contracting parties under the Solutions offering to the particular Challenge or Challenge Call.

22. Payment Method

MACHULU may accept payments and match fees made by credit or debit cards, or other online payment services (such as PayPal), all as shall be detailed during the payment process on the MACHULU Platform. All payments made by the User must be made in cleared funds, meaning without any deduction or set-off, even if some portion of the amount paid by User is required by any bank, or governmental, fiscal, or other authority. If the User is required to make any such deduction, the User must pay such additional amounts as are necessary to ensure MACHULU receipt of the full amount charged.

23. Third-Party Payment Processors

Charges made in connection with the Services may be facilitated through PayPal, Stripe Check-Out, or other third-party payment processing services (“Payment Processors“). By agreeing to these Terms or continuing to use the Services, User agrees to be bound by the Payment Processors’ terms of use, as they may be modified by them from time to time. As a condition of MACHULU enabling payment processing services through the Payment Processors, the User agrees to provide such Payment Processors accurate and complete information as necessary. MACHULU may replace its Payment Processors without notifying the User. MACHULU will not be responsible or liable for any claims, damages, and/or liabilities in connection with any acts or omissions of such Payment Processor, as stipulated herein.

24. Fraud Protection

To protect against potential fraud, MACHULU /or any third party on MACHULU’s behalf may take steps to verify the validity of the credit card information you provide to us. The verification process may include debiting an amount between $0.01 and $0.99 from your credit card account and then immediately crediting the same amount back to your credit card, as well as asking you to verify the amount debited in order to confirm that you are in possession of your credit card. MACHULU will only use this process to screen for fraud and will not otherwise debit your credit card account except as part of a transaction conducted through your account for the Service. By providing MACHULU with your credit card information, you authorize MACHULU to debit and credit your credit card account for an amount less than one dollar for such verification purposes.

25. Cancellation and Refund Policy

YOU ARE ENTITLED TO CANCEL YOUR ACCOUNT AND REQUEST A REFUND WITHIN 14 DAYS UPON ACTIVATION, IN ACCORDANCE WITH AND SUBJECT TO APPLICABLE CONSUMER LAW.

NOTWITHSTANDING THE FOREGOING HEREIN, UNLESS OTHERWISE STATED UNDER APPLICABLE LAW, BY SUBSCRIBING AS A PREMIUM USER AND PAYING EITHER THE SUBSCRIPTION FEES OR ANY PART THEREOF, YOU ARE DULY WAIVING YOUR RIGHTS OF CANCELLATION, IN WHICH CASE NO REFUND WILL BE PROVIDED FOR ANY PAYMENT MADE IN CONNECTION TO YOUR USE OF THE SERVICE, IN ACCORDANCE AND SUBJECT APPLICABLE LAW. IN THE EVENT ANY MATCHED PARTY CANCELS OR MODIFIES A MATCH RESULTING IN A REDUCTION OF THE MATCHING FEE AMOUNT, NO PORTION OF THE MATCHING FEE COLLECTED BY MACHULU SHALL BE REFUNDED. IN THE EVENT ANY MATCHED PARTY MODIFIES A MATCH, RESULTING IN AN INCREASE OF THE MATCHING FEE AMOUNT, THE MATCHING FEE SHALL BE CHARGED ACCORDINGLY.

26. Affiliate

MACHULU may establish an affiliate program (“Users, Partners, Agents and Distributors”) to invite other Users and Organizations to register an Account on MACHULU. A User, Partners, Agent, and Distributor may benefit from Challenges raised by the invited Organization; or gain MACHULU Platform virtual currency for use inside the Platform.

27. Relationship

If you choose to use Previous Solutions or store Solutions on the Services, your relationship with MACHULU is limited to being an independent contractor, and not an employee, agent, joint-ventures, or partner of MACHULU for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf, or for the benefit, of MACHULU. MACHULU does not, and shall not be deemed to, direct or control you generally or in your performance under these Terms specifically, including in connection with your provision of the Solutions.

28. Reporting Violations of Your Intellectual Property Rights, MACHULU Policies, or Applicable Laws

We endeavor to conduct a daily review of your reports regarding violations of your intellectual property rights or other violations of MACHULU policies or applicable laws. You may lodge a report at https://machulu.com/report or by sending an email to report [at] machulu.com. MACHULU may investigate and unilaterally determine if an abuse or violation was verified in each separate case.

29. Reports of Other Violations

If you believe content on the MACHULU Platform violates MACHULU policies, you may submit a report or claim via this online form we have provided. We have no obligation to delete content that you personally may find objectionable or offensive. We endeavor to respond promptly to requests for content removal, consistent with our policies and applicable law.

30. DISCLAIMERS AND LIMITATION OF LIABILITY PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF MACHULU ENTITIES TO YOU

“MACHULU ENTITIES” MEANS MACHULU, INC., AND ANY SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, SUPPLIERS, LICENSORS AND PARTNERS, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES OF EACH OF THEM. EACH PROVISION BELOW APPLIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW. WE ARE PROVIDING YOU THE MACHULU PLATFORM, ALONG WITH OUR CONTENT AND MATERIALS AND THE OPPORTUNITY TO CONNECT WITH OTHERS, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, MACHULU ENTITIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, ACCURACY, AND COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF SERVICES USAGE. MACHULU MAKES NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR: (I) CONTENT POSTED BY ANY USER OR THIRD PARTY; (II) ANY THIRD-PARTY WEBSITE, THIRD-PARTY PRODUCT, OR THIRD-PARTY SERVICE LISTED ON OR ACCESSIBLE TO YOU THROUGH THE MACHULU PLATFORM, INCLUDING AN INTEGRATED SERVICE PROVIDER OR PROFESSIONAL CONTRIBUTOR; (III) THE QUALITY OR CONDUCT OF ANY THIRD PARTY YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE MACHULU PLATFORM; OR (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR CONTENT. MACHULU MAKES NO WARRANTY THAT: (A) THE MACHULU PLATFORM WILL MEET YOUR REQUIREMENTS; (B) THE MACHULU PLATFORM WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (C) THE RESULTS OR INFORMATION THAT YOU MAY OBTAIN FROM THE USE OF THE MACHULU PLATFORM, A PROFESSIONAL CONTRIBUTOR, OR ANY OTHER USER WILL BE ACCURATE OR RELIABLE; OR (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL OBTAINED OR PURCHASED BY YOU THROUGH THE MACHULU PLATFORM WILL BE SATISFACTORY. YOU AGREE THAT TO THE MAXIMUM EXTENT PERMITTED BY LAW, MACHULU ENTITIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, MACHULU ENTITIES SPECIFICALLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF OR IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE MACHULU PLATFORM. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE MACHULU PLATFORM IS TO STOP USING THE MACHULU PLATFORM. WITHOUT LIMITING THE FOREGOING, EXCEPT AS REQUIRED BY LAW OR OTHERWISE PROVIDED BELOW, TO THE EXTENT THAT ACCESS TO THE SERVICES ARE PROVIDED TO YOU FREE-OF-CHARGE, MACHULU SHALL NOT BE LIABLE TO YOU FOR ANY LOSS WHATSOEVER.

IF YOU ARE A PREMIUM USER, LIABILITY FOR DIRECT DAMAGES SHALL BE LIMITED TO THE CUMULATIVE VALUE OF THE SUBSCRIPTION FEES PAID TO MACHULU BY YOU FOR AN INDIVIDUAL ACCOUNT FOR THE 12 MONTHS PRECEDING THE INCIDENT.

THESE LIMITATIONS OF LIABILITY APPLY EVEN IF MACHULU HAS BEEN EXPRESSLY ADVISED OF THE POTENTIAL LOSS. NOTHING ON THE SERVICES, OR IN THESE TERMS, CONSTITUTES OR IS MEANT TO CONSTITUTE, ADVICE OF ANY KIND. IF YOU REQUIRE ADVICE IN RELATION TO ANY LEGAL, FINANCIAL, OR OTHER MATTER, YOU SHOULD CONSULT THE APPROPRIATE PROFESSIONAL.

31. Indemnification

You agree to release, indemnify, and defend MACHULU Entities from all third-party claims and costs (including reasonable attorneys’ fees) arising out of or related to: i) your use of the MACHULU Platform, ii) Your Content, iii) your conduct or interactions with other users of the MACHULU Platform, or iv) your breach of any part of this Agreement. We will promptly notify you of any such claim and will provide you (at your expense) with reasonable assistance in defending the claim. You will allow us to participate in the defense and will not settle any such claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that event, you will have no further obligation to defend us in that matter.

32. Export to Third Party Platforms

a) In some cases, you may be enabled to share certain User Content made by you or other users to various Social media platforms (such as YouTube, Facebook, etc.). (“Third Party Platforms“). The option to export such content is implemented in accordance with each respective platform’s Data API Client Application and subjected to such Third Party Platform’s respective terms of use and Privacy Policy.

b) The User is advised that in order to upload User Content to a specific platform, the User may be required to create a separate account on such platform (as applicable). The User hereby acknowledges and agrees that MACHULU will not be responsible for any claim, damages, or liability that may occur due to its use of the Third-Party Platforms.

33. Third Party Copyright Policy

MACHULU is not responsible for breach of copyright laws should a User choose to screencast their Solution for the purpose of using copyrighted videos or content. MACHULU takes no responsibility, nor can be held liable, for any breach carried out by a User with third party software. It is each User’s responsibility to uphold and respect their countries’ copyright laws.

34. Exceptions

Nothing in these Terms will exclude or limit any warranty implied by law that it would be unlawful to exclude or limit. Nothing in these Terms disclaimer will exclude or limit the liability of MACHULU in respect of any: Death or personal injury caused by the negligence of MACHULU or its agents, employees, or shareholders/owners; fraud or fraudulent misrepresentation on the part of MACHULU, or matter as to which it would be illegal or unlawful under applicable law for MACHULU to exclude, limit, or to attempt or purport to exclude or limit its liability.

35. Limited Liability Entity

You accept that, as a limited liability entity, MACHULU has an interest in limiting the personal liability of its officers and employees. You agree that you will not bring any claim personally against MACHULU’s officers or employees in respect of any losses you suffer in connection with the Services.

Without prejudice to the foregoing paragraph, you agree that the limitations of warranties and liability set out in the Services disclaimer will protect MACHULU’s officers, employees, agents, subsidiaries, successors, assigns, and sub-contractors as well as MACHULU.

36. Dispute Resolution

This Agreement and any action arising out of your use of the MACHULU Platform will be governed by the laws of Canada without regard to or application of its conflict of law provisions or your state or country of residence. All claims, legal proceedings, or litigation arising in connection with your use of the MACHULU Platform will be brought solely in Ontario, Canada, and you consent to the jurisdiction of and venue in such courts and waive any objection as to inconvenient forum.

37. General Terms

Changes to these Terms of Service. We may amend this Agreement (including any other policies that are incorporated into this Agreement) at any time, in our sole discretion. If we amend material terms to this Agreement, such amendment will be effective after we send you a notice of the amended agreement. Such notice will be in our sole discretion, and the manner of notification could include, for example, via email, posted notice on the MACHULU Platform, or other manner. You can view the Agreement and our main policies at any time on the MACHULU website. Your failure to cancel your account, or cease use of the MACHULU Platform, after receiving notification of the amendment, will constitute your acceptance of the amended terms. If you do not agree to the amendments or to any of the terms in this Agreement, your only remedy is to cancel your account or to cease the use of the MACHULU Platform.

Governing Law and Jurisdiction. You agree that MACHULU operates in Canada and will be deemed to be solely based in Canada and a passive service for purposes of jurisdictional analysis. For any claims for which arbitration is inapplicable, you agree that such claims will be brought in a court in Ontario, Canada, and governed by laws of Canada, without regard to any conflict of law provisions.

Use Outside of Canada. MACHULU expressly disclaims any representation or warranty that the MACHULU Platform complies with all applicable laws and regulations outside of Canada. If you use the MACHULU Platform outside of Canada, you expressly understand and agree that you are responsible for determining compliance with different laws, regulations, or customs that may apply in connection with your use of the MACHULU Platform.

Applications and Mobile Devices. If you access the MACHULU Platform through a MACHULU application, you acknowledge that this Agreement is between you and MACHULU only, and not with another application service provider or application platform provider (such as Apple Inc. or Google Inc.), which may provide you the application subject to its own terms. To the extent you access the MACHULU Platform through a mobile device, your wireless carrier’s standard charges, data rates, and other fees may apply.

Survival. The following provisions will survive expiration or termination of this Agreement: Section ‎11 (Termination), ‎2 (Feedback), ‎12 (Your Content), Section ‎19.1 (Our Content and Materials), Section ‎30 (Disclaimers and Limitation of Liability), Section ‎31 (Indemnification), Sections ‎36 (Dispute Resolution), and Sections ‎37 (General Terms).

Assignment. You may not assign or transfer this Agreement (or any of your rights or obligations under this Agreement) without our prior written consent; any attempted assignment or transfer without complying with the foregoing will be void. We may freely assign or transfer this Agreement. This Agreement inures to the benefit of and is binding upon the parties and their respective legal representatives, successors, and assigns.

Electronic Communications. You consent to receive communications from us by email in accordance with this Agreement and applicable law. You acknowledge and agree that all agreements, notices, disclosures, and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing.

Entire Agreement/Severability. This Agreement supersedes all prior terms, agreements, discussions, and writings regarding Users terms of service for the MACHULU Platform and constitutes the entire agreement between you and us regarding the MACHULU Platform (except as to services that require a separate written agreement with us, in addition to this Agreement). If any provision in this Agreement is found to be unenforceable, then that provision will not affect the enforceability of the remaining provisions of the Agreement, which will remain in full force and effect.

Interpretation. In construing or interpreting the terms of this Agreement: (i) the headings in this Agreement are for convenience only, and (ii) no presumption is to operate in either party’s favor as a result of its counsel’s role in drafting this Agreement.

Notices. All notices permitted or required under this Agreement, unless specified otherwise in this Agreement, must be sent in writing as follows in order to be valid: (i) if to you, by MACHULU via email to the address associated with your account, and (ii) if to MACHULU, by you via email to contact [at] machulu.com. Notices will be deemed given (a) if to you, when emailed, and (b) if to MACHULU, on confirmed receipt by MACHULU at the following email address contact [at] machulu.com.

Relationship. This Agreement does not create a joint venture, agency, partnership, or another form of joint enterprise between you and us. Except as expressly provided herein, neither party has the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.

Waiver. No waiver of any terms will be deemed a further or continuing waiver of such term or any other term. Our failure to assert a right or provision under this Agreement will not constitute a waiver of such right or provision.

Additional Actions by MACHULU. Without prejudice to MACHULU’s other rights under these Terms, if you breach these Terms in any way, MACHULU may take such action as MACHULU deems appropriate to deal with the breach, including suspending your access to the Services, prohibiting you from accessing the Services, blocking computers using your IP address from accessing the Services, contacting your internet service provider to request that they block your access to the Services, and/or bringing court proceedings against you.

Contact. Feel free to contact us through https://machulu.com/contact/ with any questions about these terms. MACHULU is a Canadian corporation, located at 400 Centre St S, Whitby, ON, L1N 4W2, Canada.