TERMS OF USE

Last Updated: January 23, 2021

TuneX Limited Liability Company ("TuneX," "we," "us," or "our") welcomes you. We provide you access to our website located at https://marionette.dev (the "Site") subject to the following Terms of Use, which may be updated by us from time to time without notice to you. By accessing the Site, you acknowledge that you have read, understood, and agree to be legally bound by these Terms of Use and our Privacy Policy, which is hereby incorporated by reference (collectively, this "Agreement"). If you do not agree to any of these terms, then please do not use the Site.

Capitalized terms not defined in these Terms of Use shall have the meaning set forth in our Privacy Policy.

1. USE OF PERSONAL INFORMATION

Your use of the Site may involve the transmission to us of certain personal information. Our policies with respect to the collection and use of such personal information are governed according to our Privacy Policy (located at https://marionette.dev/privacypolicy), which is hereby incorporated by reference in its entirety.

2. COMMUNITY GUIDELINES

a. You will comply with all applicable laws in your use of the Site and will not use the Site for any unlawful purpose;
b. You will not access or use the Site to collect any market research for a competing business;
c. You will not upload, post, e-mail, transmit, or otherwise make available any content that:
- i. infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
- ii. is threatening, tortious, defamatory, libelous, indecent, obscene, pornographic, invasive of another's privacy, or promotes violence; or
- iii. discloses any sensitive information about another person, including that person's email address, postal address, phone number, credit card information, or any similar information;
d. You will not "stalk" or otherwise harass another;
e. You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
f. You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Site;
g. You will not circumvent, remove, alter, deactivate, degrade, or thwart any of the protections in the Site;
h. You will not use automated means, including spiders, robots, crawlers, data mining tools, or the like to download or scrape data from the Site, directly or indirectly, except for Internet search engines (e.g., Google) and non-commercial public archives (e.g., archive.org) that comply with our robots.txt file;
i. You will not use, frame, or utilize framing techniques to enclose any TuneX trademark, logo, or other proprietary information (including the images found on the Site, the content of any text, or the layout/design of any page or form contained on a page) without TuneX's (marionette.dev) express written consent;
l. You will not use meta tags or any other "hidden text" utilizing TuneX's (marionette.dev) name, trademark, or product name without TuneX's (marionette.dev) express written consent;
k. You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
l. You will not interfere with or attempt to interrupt the proper operation of the Site through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any data, files, or passwords related to the Site through hacking, password or data mining, or any other means; and
m. If you find something that violates our Community Guidelines, please let us know, and we'll review it.

We reserve the right, in our sole and absolute discretion, to deny you access to the Site, or any portion of the Site, without notice, and to remove any comments that do not adhere to these guidelines.

3. INTELLECTUAL PROPERTY

The Site contains materials, such as software, text, graphics, images, sound recordings, audiovisual works, white papers, and other materials provided by or on behalf of TuneX (collectively referred to as the "Content"). The Content may be owned by us or by third parties. The Content is protected under both Ukrainian and foreign laws. Unauthorized use of the Content may violate copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use the Content except as permitted under this Agreement. No other use is permitted without prior written consent from us. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited.

If you violate any part of this Agreement, your permission to access and/or use the Content and the Site automatically terminates and you must immediately destroy any copies you have made of the Content.

The trademarks, service marks, and logos of Marionette iPaaS ("TuneX LLC Trademarks") used and displayed on the Site are registered and unregistered trademarks or service marks of TuneX LLC. Other company, product, and service names located on the Site may be trademarks or service marks owned by others (the "Third-Party Trademarks", and, collectively with the TuneX LLC (Marionette iPaaS) Trademarks, the "Trademarks"). Nothing on the Site should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of the TuneX LLC Trademarks inures to our benefit.

Elements of the Site are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including but not limited to the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.

4. COMMUNICATIONS WITH US

Although we encourage you to e-mail us, we do not want you to, and you should not, e-mail us any content that contains confidential information. With respect to all emails you send to us, including but not limited to, feedback, questions, comments, suggestions, and the like, we shall be free to use any ideas, concepts, know-how, or techniques contained in your communications for any purpose whatsoever, including but not limited to, the development, production and marketing of products and services that incorporate such information.

5. NO WARRANTIES; LIMITATION OF LIABILITY

You acknowledge that the content contained on this Site can be used as aid to make informed decisions, although the site and the content herein are solely informational and educational in nature and are not meant to be substitutes for business or legal advice. Any decisions or judgments derived are made at your sole discretion and election. The Site and content are provided 'as is' without any warranties of any kind, including that the site or content will operate error-free, or that the site, its servers and the content within are free of computer viruses or similar contamination or destructive features. TuneX LLC disclaims all warranties, including but not limited to, warranties of title, merchantability, non-infringement of third parties' rights and any warranties arising from a course of dealing, course of performance or usage of trade. In connection with any warranty, contract, or common law claims: (I) we and our licensors shall not be liable for any incidental or consequential damages, lost profits, or damages resulting from lost data or business interruption resulting from the user or inability to access and use the site or the content, even if we have been advised of the possibility of such damages; and (II) any direct damages that you may suffer as a result of your use of the site or the content shall be limited to one hundred dollars ($100). Some jurisdictions do not allow the exclusion of certain warranties. Therefore, some of the above limitations on warranties in this section may not apply to you.

6. EXTERNAL SITES

The Site may contain links to third-party websites ("External Sites"). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.

7. INDEMNIFICATION

You agree to defend, indemnify, and hold us and our officers, directors, employees, successors, licensees and assigns harmless from and against any claims, actions, or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from: (i) your breach of this Agreement; (ii) your misuse of the Content, or the Site; and/or (iii) your violation of any third-party right, including without limitation any copyright, trademark, property, or privacy right.

8. COMPLIANCE WITH APPLICABLE LAWS

The Site is based in the Ukraine. We make no claims concerning whether the Content may be downloaded, viewed, or be appropriate for use outside of Ukraine. If you access the Site, or the Content from outside of the Ukraine, you do so at your own risk. Whether inside or outside of Ukraine, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

9. TERMINATION OF THE AGREEMENT

We reserve the right, in our sole discretion, to restrict, suspend, or terminate this Agreement and your access to all or any part of the Site, at any time and for any reason without prior notice or liability. We reserve the right to change, suspend, or discontinue all or any part of the Site at any time without prior notice or liability.

10. DIGITAL MILLENNIUM COPYRIGHT ACT

TuneX LLC respects the intellectual property rights of others and attempts to comply with all relevant laws. We will review all claims of copyright infringement received and remove any Content or user submissions deemed to have been posted or distributed in violation of any such laws.

ATTN: LEGAL DEPARTMENT
7 Kruhlouniversytetska St
Office #31
Kyiv, Kyiv City
01024 Ukraine
Email: admin@TuneX.io

If you believe that your work has been copied on the Site in a way that constitutes copyright infringement, please provide us with a notice in accordance with the requirements of the Act, including (i) a description of the copyrighted work that has been infringed and the specific location on the Site where such work is located; (ii) a description of the location of the original or an authorized copy of the copyrighted work; (iii) your address, telephone number and e-mail address; (iv) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent or the law; (v) a statement by you, made under penalty of perjury, that the information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner's behalf; and (vi) an electronic or physical signature of the owner of the copyright or the person authorized to act on behalf of the owner of the copyright interest.

11. MISCELLANEOUS

This Agreement shall be governed by and construed in accordance with the laws of England and Wales, without regard to conflict of laws rules ("Applicable Law"). The Parties hereby consent to submit to the exclusive jurisdiction of the courts of Ukraine. In the event the Parties encounter a disagreement regarding the provisions and/or effectiveness of this Agreement, both Parties agree to organize an open discussion in this regard. If the dispute has not been resolved within 90 days of the discussion, then the Parties shall submit to binding arbitration in accordance with ICC Arbitration Rules. The place and seat shall be Kyiv, Ukraine. There shall be 1 arbitrator appointed in accordance with the Rules. The language shall be English. If this Agreement is terminated in accordance with the Termination provision above, such termination shall not affect the validity of the following provisions of this Agreement, which shall remain in full force and effect: "Intellectual Property," "Communications with Us," "No Warranties; Limitation of Liability," "Indemnification," "Termination of the Agreement," and "Miscellaneous." You may not assign this Agreement. Our failure to act on or enforce any provision of the Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. You may not assign this Agreement. Except as expressly agreed by us and you in writing, this Agreement constitutes the entire Agreement between you and us with respect to the subject matter, and supersedes all previous or contemporaneous agreements, whether written or oral, between the parties with respect to the subject matter. The section headings are provided merely for convenience and shall not be given any legal import. This Agreement will endure to the benefit of our successors, assigns, licensees, and sublicensees.