TERMS OF USE

This Agreement was last revised on June 30, 2013.

Welcome to https://www.mondrianonline.com, a website and online service owned and operated by Mondrian Online Limited. (“Mondrian” “we,” or “us”). This page explains the terms by which you may use our service. By accessing or using the Mondrian services, website, sub-sites, applications and software provided through or in connection with the service, including through a mobile device (“Service”), you signify that you have read, understood, and agree to be bound by this Terms of Use Agreement (“Agreement”), whether or not you are a registered user of our Service. The terms governing our agreement with companies that have contracted for a Business plan or in a separate agreement (collectively, “Business Terms”), but all users of the Service must agree to these terms as well.

We reserve the right to amend this Agreement at any time and without notice. If we do this, we will post the amended Agreement on this page and indicate at the top of the page the date the Agreement was last revised. Your continued use of the Service after any such changes constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Service. This Agreement applies to all visitors, users, and others who access the Service (“Users”).

Use of Our Service

Mondrian provides a place for people to communicate with others in their work, or community networks (each, a “Network”) in real time.

Mondrian grants you permission to use the Service as set forth in this Agreement, provided that: (i) you will not copy, distribute, or disclose any part of the Service in any medium; (ii) you will not alter or modify any part of the Service other than as may be reasonably necessary to use the Service for its intended purpose; and (iii) you will otherwise comply with the terms and conditions of this Agreement.

You will need to register with Mondrian and create a “Member” account. Your account gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion.

You may never use another Member’s account without permission. When creating your account, you must provide accurate and complete information. You are solely responsible for the activity that occurs on your account, and you must keep your account password secure. You must notify Mondrian immediately of any breach of security or unauthorized use of your account. Although Mondrian will not be liable for your losses caused by any unauthorized use of your account, you shall be liable for the losses of Mondrian or others due to such unauthorized use.

You may use your Account Settings to control your Member Profile. By providing Mondrian your email address you consent to our using the email address to send you Service-related notices, including any notices required by law, in lieu of communication by postal mail. You may use your Notifications Settings to opt out of many Service-related communications. We may also use your email address to send you other messages, including changes to features of the Service and special offers. If you do not want to receive such email messages, you may opt out by changing the preferences in your Notifications Settings. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers. Certain Corporate Networks have negotiated further modifications to the emails we may send you.

You agree not to use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Service in a manner that sends more request messages to the Mondrian servers than a human can reasonably produce in the same period of time by using a conventional on-line web browser. You agree not to collect or harvest any personally identifiable information, including account names, from the Service nor to use the communication systems provided by the Service for any commercial solicitation purposes. You agree not to use any portion of the Service as a destination linked from any unsolicited bulk messages or unsolicited commercial messages.

Mondrian may permanently or temporarily terminate, suspend, or otherwise refuse to permit your access to the Service without notice and liability, if, in Mondrian’s sole determination, you violate any of the Agreement, including the following prohibited actions: (i) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Service; (ii) taking any action that imposes, or may impose at our sole discretion an unreasonable or disproportionately large load on our infrastructure; (iii) uploading invalid data, viruses, worms, or other software agents through the Service; (iv) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (v) interfering with the proper working of the Service; or, (vi) bypassing the measures we may use to prevent or restrict access to the Service, including, but not limited to, registering for the Service with a non-Network email address. Upon termination for any reason, you continue to be bound by this Agreement.

Mondrian reserves the right to offer alternative and/or additional Services to certain administrative users, including administrators of Corporate Networks, that may not be offered to general Users. You acknowledge that Mondrian may charge a fee for the use of any Services, provided that Mondrian notifies you of any such fee before you incur it. Subject to the foregoing, you agree to pay any fees incurred by you. In the event that you have elected to receive additional services for a fee, and you fail to pay such fee within thirty (30) days, then in addition to all other remedies available to Mondrian, Mondrian may immediately cease providing all such additional services.

If you learn that a User is not authorized to be a Member of a Network or is otherwise violating this Agreement, we encourage you to visit such User’s Member profile page and follow the “click here” link under the Admin section to notify us. You agree you will not accuse any User of being unauthorized or of violating this Agreement unless you have actual knowledge.

User Content

Some areas of the Service may allow Users to post feedback, comments, questions, data, and other information (“User Content”). You are solely responsible for your User Content that you upload, publish, display, link to or otherwise make available (hereinafter, “post”) on the Service, and you agree that we are only acting as a passive conduit for your online distribution and publication of your User Content. Mondrian will not review, share, distribute, or reference any such User Content except as provided herein or in our Privacy Policy or as may be required by law. Absent a Network Administrator (as defined below), all such User Content is owned by the User who posted it to the Service, although each User acknowledges and consents that upon the introduction of a Network Administrator into that User’s network, all related User Content will automatically become the property of the company to which the Network belongs without any notice to Users of that Network. If a Network has a Network Administrator, all such User Content is the property of the company to which the Network belongs (including all User Content posted to a specific Group or Groups within a Network and all User Content created prior to the existence of the Network Administrator). In either case, Mondrian does not have, nor does it claim, any ownership rights in any User Content. In addition, you should note that if you are no longer an eligible member of a network (e.g., you cease to be employed by the relevant company), your access to all User Content you uploaded may be terminated, regardless of whether the network has a Network Administrator. Once a User is removed from a Network, the content of that User remains on the Network and is the sole property of the company which administers that Network.

By utilizing the Service, you agree to have the domain portion of your email address (“@yourcorp.com”) and/or the company, or organization name represented by such domain portion of your email address, listed on the Mondrian website in a company directory listing (“Directory”). Customers (as defined below) who do not want to be included in such published Directory may send a written request to help@mondrianonline.com to remove their company, or organization name from the Directory. Certain Corporate Networks have negotiated further modifications to what we will put into the Directory.

You agree not to post User Content that: (i) may create a risk of harm, loss, physical or mental injury, emotional distress, death, disability, disfigurement, or physical or mental illness to you, to any other person, or to any animal; (ii) may create a risk of any other loss or damage to any person or property; (iii) may constitute or contribute to a crime or tort; (iv) contains any information or content that is unlawful, harmful, abusive, racially or ethnically offensive, defamatory, infringing, invasive of personal privacy or publicity rights, harassing, humiliating to other people (publicly or otherwise), libelous, threatening, or otherwise objectionable; (v) contains any information or content that is illegal; (vi) contains any information or content that you do not have a right to make available under any law or under contractual or fiduciary relationships; or (vii) contains any information or content that you know is not correct and current. You agree that any User Content that you post does not and will not violate third-party rights of any kind, including without limitation any Intellectual Property Rights (as defined below), rights of publicity and privacy. You understand that publishing your User Content on the Service is not a substitute for registering it with the U.S. Copyright Office, the Writer’s Guild of America, or any other rights organization.

For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

Mondrian takes no responsibility and assumes no liability for any User Content that you or any other Users or third parties post or send over the Service. You understand and agree that any loss or damage of any kind that occurs as a result of the use of any User Content that you send, upload, download, stream, post, transmit, display, or otherwise make available or access through your use of the Service, is solely your responsibility. Mondrian is not responsible for any public display or misuse of your User Content. You understand and acknowledge that you may be exposed to User Content that is inaccurate, offensive, indecent, or objectionable, and you agree that Mondrian shall not be liable for any damages you allege to incur as a result of such User Content.

You are solely responsible for your interactions with other Mondrian Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users.

Network Administration

General

Each Network may have one or more individuals who are responsible for overseeing the use of, and monitoring the content posted to, such Network (the “Network Administrator”). Networks may exist on the Service absent a Network Administrator; in such case Users are responsible for conducting themselves in accordance with this Agreement. Premium Groups within a Network may also have a group administrator with certain authority that is less than that of a Network Administrator.

From time to time, Users may be asked to confirm their account on the Network via an email message containing a hyperlink to the User’s Network email address. If such account is not reconfirmed, the account is removed. Once a User is removed from a Network, the content of that User remains on the Network and is the sole property of the company which administers that Network.

Users should follow their particular company’s policies, guidelines, and procedures concerning the Content they post to the Service. Users may delete their own User Content from the Network, so long as they are a Member of that Network. Network Administrators may delete the User Content of one or more Users in their Network.

Groups

Individual Users may form a group to segment the audience for certain User Content (“Group”). Each Group may have one or more administrators (the “Group Administrator”). A Group may be designated as open to any User in a Network (a “Public Group”) or a Group may be limited to certain Users in a Network with membership subject to the approval of the Group Administrator (a “Private Group”). A Group Administrator may add or remove Users to that particular Group. Though Users may establish a Private Group, User Content posted within a Private Group on a Network is owned by that Network.

Individuals and companies may also elect to purchase additional services from Mondrian more fully described on the Services Page. If you do so, then as long as you continue to pay the associated fees, Mondrian will provide such services to you. You should be aware, however, that Mondrian reserves the right at any time to alter or modify all or part of the services from time to time. Such alterations and modifications, or both, may include, without limitation, the addition or withdrawal of features, products, services, software or changes in instructions.

Mobile Use

General

Users may elect to receive regular short message service (“SMS”) alerts of new Mondrian content through mobile telephone device carriers that may be supported via Mondrian SMS. You may receive help for SMS content by contacting Mondrian customer support at help@mondrianonline.com. There is no fee charged by Mondrian for Users to receive text messages. Standard text messaging rates and other charges from a User’s carrier may apply.

Opt-in/Opt-out

To opt-in to SMS updates, you will sign up on the web at https://www.mondrianonline.com, and register your mobile device. After receipt of a PIN, you will then enter the PIN on the Mondrian website to receive SMS alerts. When you register to receive the mobile alerts, you warrant that you are the legal owner of the mobile device which you registered to receive mobile alerts messages and that you are authorized to incur any charges that may result from receiving mobile alert messages.

You may discontinue receipt of mobile alert messages at the Mondrian website by changing your preferences in your Mobile Settings.

Text Message Content and Delivery

Mondrian forwards the information that you have requested in the form of text messages from your colleagues and partners. Mondrian is not responsible for the contents of any information that is sent to your mobile device, since it is not the originator of this content. Mondrian can make no representations or warranties as to the accuracy or reliability of the contents and accuracy of that information.

Mondrian does not warrant that the text messaging service will be uninterrupted or error free. We shall not be liable for any delay in performing or failure to perform any obligation hereunder by circumstances beyond our reasonable control including (without limitation) any technical problems beyond the control of Mondrian such as (for example) defects, congestion or failures of capacity or otherwise in the public data or telephone or mobile carrier network or caused by atmospheric interference, your mobile device being turned off for an extended period of time so that messages are not retained, or your being unable to obtain mobile network coverage.

License Grant

Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, personal license to use the Service. Mondrian reserves all rights not expressly granted herein in the Service and the Mondrian Content (as defined below). Unless Mondrian has agreed otherwise with respect to a Corporate Agreement Mondrian may terminate this license at any time for any reason or no reason.

Our Proprietary Rights

Except for your User Content, the Service and its materials, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos and music (the “Mondrian Content”), and all Intellectual Property Rights related thereto, are the exclusive property of Mondrian and its licensors. Except as explicitly provided herein, nothing in this Agreement shall be deemed to create a license in or under any such Intellectual Property Rights, and you agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any materials or content accessible on the Service. Use of the Mondrian Content or materials on the Service for any purpose not expressly permitted by this Agreement is strictly prohibited.

You may choose to or we may invite you to submit comments or ideas about the Service, including without limitation about how to improve the Service or our products (“Ideas”). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Mondrian under any fiduciary or other obligation, that we are free to disclose the Ideas on a non-confidential basis to anyone or otherwise use the Ideas without any additional compensation to you. You acknowledge that, by acceptance of your submission, Mondrian does not waive any rights to use similar or related ideas previously known to Mondrian, or developed by its employees, or obtained from sources other than you.

Eligibility

This Service is intended solely for Users who are thirteen (13) years of age or older, and any registration, use or access to the Service by anyone under 13 is unauthorized, unlicensed, and in violation of this Agreement. Mondrian may terminate your account, delete any content or information that you have posted on the Service, and/or prohibit you from using or accessing the Service (or any portion, aspect or feature of the Service) for any reason, at any time in its sole discretion, with or without notice, including without limitation if it believes that you are under 13. If you are under 18 years of age you may use the Service only if you either are an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.

Privacy

We care about the privacy of our Users. Click here to view our Privacy Policy.

Security

We have implemented commercially reasonable technical and organizational measures designed to secure your personal information and User Content from accidental loss and from unauthorized access, use, alteration or disclosure. Details about such measures are available here. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use your personal information and User Content for improper purposes. You acknowledge that you provide your personal information at your own risk.

Additional Representations and Warranties

You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent and warrant, in addition to the other representations and warranties in this Agreement, the following:

a. You are at least 18 years of age, or if you are under 18 years of age you are either an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in this Agreement, and to abide by and comply with this Agreement.

b. You have the written consent of each and every identifiable natural person in your Network to use such person’s name or likeness in the manner contemplated by the Service and this Agreement, and each such person has released you from any liability that may arise in relation to such use.

c. Your User Content and Mondrian’s use thereof as contemplated by this Agreement and the Service will not infringe any rights of any third party, including but not limited to any Intellectual Property Rights, privacy rights and rights of publicity.

d. You have the full power and authority to enter into this Agreement and to the extent that any entity is bound hereby, to bind such entity, this Agreement and performance of obligations under this Agreement do not and will not violate any other agreement to which you or such entity is a party; and this Agreement constitutes a legal, valid and binding obligation of you or any such entity.

Third-Party Websites or Services

Mondrian may contain links to third-party websites, or services that are not owned or controlled by Mondrian.

Mondrian has no control over, and assumes no responsibility for, the content, privacy policies, or practices of any third party websites or services. If you access a third party website from Mondrian, you do so at your own risk, and you understand that this Agreement and Mondrian’s Privacy Policy do not apply to your use of such sites. You expressly relieve Mondrian from any and all liability arising from your use of any third-party website or services or third party owned content.

We encourage you to be aware of when you leave the Service, and to read the terms and conditions and privacy policy of any third-party website or service that you visit.

Indemnity

You agree to defend, indemnify and hold harmless Mondrian and its subsidiaries, agents, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney’s fees) arising from: (i) your use of and access to the Service, including any data or work transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation, your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, publicity rights or Intellectual Property Rights; (iv) your violation of any law, rule or regulation of the United States or any other country; (v) any claim or damages that arise as a result of any of your User Content or any that are submitted via your account; or (vi) any other party’s access and use of the Service with your unique username, password or other appropriate security code.

No Warranty

THE SERVICE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. USE OF THE SERVICE IS AT YOUR OWN RISK. THE SERVICE IS PROVIDED WITHOUT WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. WITHOUT LIMITING THE FOREGOING, MONDRIAN, ITS SUBSIDIARIES, AND ITS LICENSORS DO NOT WARRANT THAT THE CONTENT IS ACCURATE, RELIABLE OR CORRECT; THAT THE SERVICE WILL MEET YOUR REQUIREMENTS; THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, UNINTERRUPTED OR SECURE; THAT ANY DEFECTS OR ERRORS WILL BE CORRECTED; OR THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. ANY CONTENT DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICE IS DOWNLOADED AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM SUCH DOWNLOAD.

MONDRIAN DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE MONDRIAN SERVICE OR ANY HYPERLINKED WEBSITE OR SERVICE, OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND MONDRIAN WILL NOT BE A PARTY TO OR IN ANY WAY MONITOR ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MONDRIAN, ITS AFFILIATES, DIRECTORS, EMPLOYEES OR ITS LICENSORS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL MONDRIAN BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MONDRIAN ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; AND/OR (VII) USER CONTENT OR THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY. IN NO EVENT SHALL MONDRIAN, ITS AFFILIATES, DIRECTORS, EMPLOYEES, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO MONDRIAN HEREUNDER.

THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MONDRIAN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. Certain Business Terms may provide slightly different rights to the parties thereto, but any such Business Terms do not change the rules applicable to Users covered by the foregoing.

The Service is controlled and operated from its facilities in the United States, United Kingdom and Hong Kong. Mondrian makes no representations that the Service is appropriate or available for use in other locations. Those who access or use the Service from other jurisdictions do so at their own volition and are entirely responsible for compliance with local law, including but not limited to export and import regulations. Unless otherwise explicitly stated, all materials found on the Service are solely directed to individuals, companies, or other entities located in the U.S, UK and Hong Kong.

Assignment

This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Mondrian without restriction.

General

1. Governing Law. You agree that: (i) the Service shall be deemed solely based in England; and (ii) the Service shall be deemed a passive one that does not give rise to personal jurisdiction over Mondrian, either specific or general, in jurisdictions other than England. This Agreement shall be governed by and construed by and interpreted by the laws of England, without respect to its conflict of laws principles. Any claim or dispute between you and Mondrian that arises in whole or in part from the Service shall be decided exclusively by a court of competent jurisdiction located in England.

2. Notification Procedures. Mondrian may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through conspicuous posting of such notice on our website, as determined by Mondrian in our sole discretion. Mondrian reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement.

3. Entire Agreement/Severability. This Agreement, together with any other legal notices and agreements published by Mondrian via the Service, shall constitute the entire agreement between you and Mondrian concerning the Service (although the owner of the Network may also have agreed to be bound by the Business Terms). If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect.

4. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Mondrian’s failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

Please Contact us at feedback@mondrianonline.com with any questions regarding this Agreement.