Please note that this is a previous version of the Terms of Service. The current Terms of Service may be found here.
Terms of Service
Effective Date: September 29, 2021
These Terms of Service (the “Terms) are an agreement made between you, our user, and mmhmm®, Inc. (”we”, “us”, “our”). These Terms cover your use of our Services (along with the mmhmm Business Agreement, if you are a mmhmm Business User). By using or interacting with our Services, you accept and agree to these Terms.
1. Our Services
mmhmm is a virtual camera and presentation application that helps you communicate with video --- both in real-time and asynchronously -- via desktop, mobile, web-based and cloud-based applications. These Services - which include mmhmm and others that link to these Terms - provide you with fun ways to present your ideas, collaborate with others, record and share content you create.
2. Rights we give to you
a. License to Use our Services. We give you a non-exclusive, royalty-free, worldwide, personal and non-assignable license to use our Services, including downloadable software. However, you may not copy, modify, distribute, sell, or lease any part of our Services or software. You also may not reverse engineer or try to extract any of our source code.
b. Material in our Services. We (and our licensors) own all software that are part of the Services, and all images, audiovisual works, tools, and other materials that are available for your use with the Services (our “Materials”). You may use and share recordings you create utilizing the Services and Materials for commercial purposes. However, you may not distribute, modify, transmit, reuse, download, repost, copy, or use any Materials separate and apart from uses within the Services. For example, you may not reproduce, use or distribute any image of a “Room” outside of the Services.
c. Beta Services. We may occasionally offer access to services that are classified as Beta version, and which may be subject to other agreements with you. Beta versions are provided “as is”, and may contain bugs, errors or other defects. We make no representations about features available in Beta versions, and we can’t guarantee those features will be made generally available.
3. Rights you give to us
a. Your Content. Our Services allow you to upload, create, post, link, store, share and otherwise make available certain information, text, images, audiovisual works, audio, or other material ("Content").
You represent and warrant that:
- You own or control the copyright to the Content, and that you have the right to use the Content in accordance with these Terms.
- Your use of the Content does not violate any third party rights including, but not limited to: copyright, privacy rights, publicity rights, contractual rights, or any applicable laws or regulations.
- If your Content features the likeness of another individual, you have obtained appropriate permission from that individual to use that Content commercially, if applicable.
b. License to your Content. You own the rights to your Content, and grant us a license to use your Content for the purpose of providing you with the Services. Specifically, you grant us a non-exclusive, royalty-free, worldwide, assignable and transferable license to:
- Collect, process, transmit, store, copy, and publish Content in order to provide the Services;
- Display, perform distribute, modify and reproduce such Content, to enable us to operate the Services; and
- Sublicense the Content to 1) other mmhmm users to allow the Services to work as designed; and 2) our third party service providers, so that they may provide their services to us.
c. Recordings. Certain Services may provide functionality that allows you to record presentations or streaming sessions which incorporate your Content and/or our Materials. You are solely responsible for complying with all applicable laws in the relevant jurisdictions while using any recording functionality.
d. Additional user features. Some Services may provide functionality that allows other users to participate in your presentations or streaming sessions (such as “Co-Pilot” and “Invite Users”). You understand that by using these features, you permit additional users to use your Content, and that your Content may be modified, recorded or downloaded by such additional users.
4. Acceptable Use and Behavior Policy
We aim to foster a diverse, inclusive, and kind culture. Therefore, we require that your use of the Services adheres to our Acceptable Use and Behavior Policy, which may be updated at our discretion.
Please understand that we cannot and do not monitor the use of the Services by others, so you may be exposed to offensive, indecent, or objectionable behavior by other users when using the Service. We expect that you understand this and, accordingly, you agree that your use of the Service is at your own risk. If you do encounter any behavior that conflicts with these policies, or any other objectionable content, you may contact us at email@example.com.
5. User Requirements and Accounts
a. Age restrictions. You may not use the Services if you are under 13 years of age. You represent that you are 13 or older, and that you will not permit a minor under the age of 13 to use the Services. If we discover that a user under 13 years of age has created an account, or that a user or visitor under 13 years of age has posted personally identifiable information or other content to the Services, mmhmm will terminate the account.
b. Account information and security. The information you provide to us must be accurate, complete, and current at all times. You are responsible for maintaining the confidentiality of your account and password. You agree to accept responsibility for any and all activities that occur under your account. You must notify us immediately upon becoming aware of any breach of security or unauthorized use of your account.
c. Third party email domains. If you establish a mmhmm account using a third party email domain -- such as an email address under a domain belonging to an employer or other organization -- such third party email domain owner controls your access to the email account. This means that the third party email domain owner may be able to restrict, modify, or assume the email address you signed up with, and therefore also your access to our Services. You agree that mmhmm shall have no liability to you, or any obligation to act on your behalf, in relation to the activities of a third party email domain owner.
6. Paying for Your Subscription
a. Fees. You agree to pay the subscription price specified for the Services at the time you enter into a subscription (see Pricing Plans). If we agree to invoice you, full payment must be received within 30 days from the invoice date. Fees stated are exclusive of any taxes or similar governmental assessments of any nature, and you are responsible for paying all taxes associated with your subscription.
b. Cancellations. Fees paid are non-cancellable and non-refundable. If you cancel your subscription, your subscription will remain active until its expiration date, and you will not receive a refund. If you delete your account, your subscription will be cancelled immediately, and you will not receive a refund.
c. Auto-renewal. All subscriptions automatically renew upon expiration for an additional period equal in length to the original billing period (for example, a yearly subscription will automatically renew for another year). You may terminate your subscription renewal prior to the expiration of your current subscription.
d. Payment Methods You give us permission to retain and share information about your purchase and payment information with any third party payment processor we contract with to process your payment. Please note that your payment through a third party payment processor is a contractual matter between you and that third party payment processor, and we are not a party to such contract. While we select our payment processors carefully and enter into detailed agreements imposing performance obligations on them, we cannot guarantee their performance.
e. Price Changes. We may change the price of Services from time to time. Any increase in charges for the same Services will not apply until the expiration of the current subscription term. If you do not agree to pay the new price, you may elect to terminate your subscription renewal prior to the expiration of your current subscription.
f. Changes to Payment Methods and Account Information. You are responsible for ensuring that your information, including all payment information (debit or credit card number, and expiration date), is accurate and current. You are responsible for any uncollected amounts and any charges incurred by you or us as a result of billing to an invalid card or other payment method.
g. Costs of Collection. You agree to pay any reasonable costs we incur to collect any unpaid or past due amounts, including reasonable attorneys' fees and other associated costs. Delinquent payments will bear interest at the rate of 1% per month or the highest rate permitted under applicable law, whichever is less, from the payment due date until paid in full.
h. Credit Card Chargebacks. If you purchase a subscription with a credit card, and then request your credit card issuer to reverse that payment, we may be charged a fee. You agree that we reserve the right to suspend your use of the Services until such time as you reimburse us the amount of the fee we were charged by the card issuer.
7. Respecting Copyright
If you believe that any user content or other material found in the Services infringes your copyright, please see our Copyright Policy for instructions on sending us a notice of copyright infringement.
8. Respecting Our Services and Intellectual Property
The Services, Materials, and mmhmm’s software are the exclusive property of mmhmm and its licensors. The Services are protected by copyright, trademark, and other laws of both the United States and foreign countries. Our trademarks and trade dress may not be used in connection with any product or service without the prior written consent of mmhmm.
9. Third Party Sites, Products and Services
If you wish to terminate your account, you may simply discontinue using the Services. If you wish to have your account and all corresponding Content permanently deleted, you may contact us at firstname.lastname@example.org.
We may terminate or suspend your account and bar access to the Services immediately, without prior notice or liability, for any reason, including but not limited to a breach of the Terms.
You agree to defend, indemnify and hold harmless mmhmm, its licensees and licensors, and its and their respective owners, employees, contractors, agents, officers and directors, users and their respective successors and assigns, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees), resulting from or arising out of a) your use and access of the Services, by you or any person using your account and password; b) your breach of these Terms, or c) Content uploaded into the Services.
WE PROVIDE THE SERVICES “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, IMAGES, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY US OR OBTAINED BY YOU FROM OR THROUGH THE SERVICESs – WHETHER FROM US OR ANOTHER PARTY, AND WHETHER ORAL OR RECORDED – CREATES OR IMPLIES ANY WARRANTY FROM MMHMM OR SUCH OTHER PARTY TO YOU.
YOU AFFIRM THAT WE DO NOT CREATE OR CONTROL YOUR USE OF THE SERVICE AND THAT YOU SHALL BE SOLELY RESPONSIBLE FOR THE MANNER IN WHICH YOU USE OUR SERVICES. YOU UNDERSTAND THAT WE CANNOT GUARANTEE AND WE DISCLAIM ANY KNOWLEDGE THAT YOUR USE IS PERMISSIBLE UNDER ANY LAW OR REGULATION.
WE DISCLAIM ANY KNOWLEDGE OF, AND DO NOT GUARANTEE: (A) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY IMAGE OR OTHER CONTENT MADE AVAILABLE OR PROVIDED THROUGH THE SERVICE; (B) THAT THE SERVICE WILL MEET YOUR SPECIFIC NEEDS OR REQUIREMENTS; (C) THAT THE SERVICE WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (D) THAT WE WILL CORRECT ANY DEFECT OR ERROR IN THE SERVICE; OR (E) THAT THE SERVICE IS FREE OF VIRUSES OR OTHER HARMFUL CODE. CONTENT YOU CREATE, RECORD OR DISTRIBUTE THROUGH THE SERVICE IS DONE AT YOUR OWN RISK – YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH ACCESS, USE, OR DOWNLOAD.
NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY PROVISION OF THESE TERMS TO BE VOID.
13. Limitation Of Liability
ACKNOWLEDGE AND AGREE THAT NONE OF MMHMM, ITS AFFILIATES AND ITS AND THEIR RESPECTIVE OWNERS, DIRECTORS, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR CONTRACTORS, AND THEIR RESPECTIVE SUCCESSORS AND ASSIGNS, SHALL BE HELD LIABLE FOR ANY LOSS OR DAMAGES, INCLUDING BUT NOT LIMITED TO DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES OR DAMAGES FOR LOSS OF PROFITS, REVENUE, DATA, PROPERTY, OR USE, INCURRED BY YOU OR ANY THIRD PARTY, WHETHER IN AN ACTION IN CONTRACT OR TORT, ARISING OUT OF, IN CONNECTION WITH, OR RELATING TO YOUR USE OF THE SERVICE OR THESE TERMS, EVEN IF SUCH DAMAGES ARE FORESEEABLE AND EVEN IF MMHMM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. YOU AGREE TO LIMIT ANY ADDITIONAL LIABILITY NOT DISCLAIMED OR DENIED BY MMHMM UNDER THIS AGREEMENT TO YOUR DIRECT AND DOCUMENTED DAMAGES; AND YOU FURTHER AGREE THAT UNDER NO CIRCUMSTANCES WILL ANY SUCH LIABILITY EXCEED IN THE AGGREGATE THE AMOUNT OF FEES PAID BY YOU TO MMHMM DURING THE THREE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT THAT GAVE RISE TO YOUR CLAIM FOR DAMAGES. THIS LIMITATION OF LIABILITY IS A FUNDAMENTAL PART OF THE CONSIDERATION TO ALLOW YOU TO USE THE SERVICE, AND SURVIVES THE TERMINATION OF THESE TERMS.
IF THE LAW OF THE COUNTRY WHERE YOU LIVE DOES NOT ALLOW ANY LIMITATION OF LIABILITY PROVIDED FOR IN THIS CLAUSE, THAT LIMITATION WILL NOT APPLY.
14. Dispute Resolution and Arbitration
a. Applicability of Arbitration Agreement. You and mmhmm agree that all claims and disputes, arising out of or relating to these Terms or the use of the Services, that cannot be resolved in small claims court, will be resolved by binding arbitration on an individual basis in the English language.
b. Notice. A party who intends to seek arbitration must first send to the other, by certified mail or email, a written Notice of Dispute ("Notice"). The Notice to mmhmm should be addressed via email to email@example.com, and shall not be deemed received until notice of receipt is confirmed. The Notice must (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought. If you and mmhmm don't reach an agreement to resolve the claim within 30 days after the Notice is received, you or mmmhmm may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or mmhmm shall not be disclosed to the arbitrator until after the arbitrator determines the amount, if any, to which you or mmhmm is entitled.
c. Arbitration Rules. The Federal Arbitration Act governs the interpretation and enforcement of this dispute-resolution provision. Arbitration will be initiated through the American Arbitration Association (“AAA”) and will be governed by the AAA Consumer Arbitration Rules, available at adr.org. The arbitration will be conducted by a single neutral arbitrator.
d. Authority of the Arbitrator. The arbitrator is bound by the terms of this agreement. All issues are for the arbitrator to decide, including issues relating to the scope and enforceability of the arbitration provision. Unless you and mmhmm agree otherwise, any arbitration hearings will take place in Los Angeles, California. The arbitrator shall issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the award is based. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and mmhmm.
e. Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS. CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
f. Waiver of Jury Trial. You and mmhmm waive any constitutional and statutory rights to go to court and have a trial in front of a judge or jury. You and mmhmm are instead electing to have claims and disputes resolved by arbitration.
g. Opt-out. You may opt out of this Arbitration Agreement. To opt out, you must notify mmhmm in writing no later than 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your mmhmm email address you used to set up your mmhmm account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. You must email the opt-out notice to firstname.lastname@example.org.
h. Small Claims Court. Notwithstanding the foregoing, either you or mmhmm may bring an individual action in small claims court.
15. General Provisions
a. Exclusive Venue. To the extent that these Terms allow you or mhmm to initiate litigation in a court, both you and mmhmm agree that all claims and disputes (whether contract, tort, or otherwise), including statutory claims and disputes, arising out of or relating to the Terms or the use of the Services will be litigated exclusively in the United States District Court for the Central District of California. If, however, that court would lack original jurisdiction over the litigation, then all such claims and disputes will be litigated exclusively in the Superior Court of California, County of Los Angeles. You and mmhmm consent to the personal jurisdiction of both courts.
b. Choice of Law. The laws of California govern these Terms, and any claims and disputes (whether contract, tort, or otherwise) arising out of or relating to these Terms or their subject matter.
c. No Waiver. Our failure to enforce any right or provision of these Terms will not be considered a waiver of those rights. If any provision of these Terms is held to be invalid or unenforceable by a court, the remaining provisions of these Terms will remain in effect. These Terms constitute the entire agreement between us regarding our Services, and supersede and replace any prior agreements we might have had between us regarding the Services.
d. Complete Agreement. These Terms (including, if applicable, the mmhmm Business Agreement) constitute the complete agreement between you and mmhmm and supersede all prior or contemporaneous agreements or representations, written or oral, concerning the subject matter herein. These Terms may not be modified or amended except in a writing signed by a duly authorized representative of the mmhmm and you specifically referencing these Terms. These Terms are binding upon you, your successors, heirs, and representatives, but you may not assign or transfer your rights or obligations under these Terms to any other person, and any such attempt to assign is null and void.
e. Changes. We may update these Terms by posting a revised version on our website. By continuing to use our Services, you accept any revised Terms. If you do not agree to the new terms, you are no longer authorized to use the Services.
16. Contact Us
If you have any questions about these Terms, please contact us at: email@example.com.