Markido Terms of Service

Last Modified: January 1, 2015

These terms of service (the "Terms") govern your access to and use of Markido ("we" or "our") websites and software (the "Software") provided by Markido Inc. Please read these Terms carefully before using our Software.

You can access the Terms any time at http://markido.com/terms. Your use of and/or registration on any aspect of the Software will constitute your agreement to comply with these rules. If you cannot agree with these rules, please do not use the Software.

In addition to reviewing these Terms, please read our Privacy Policy at http://markido.com/privacy.

The Terms may be modified from time to time; the date of the most recent revisions will appear on this page, so check back often. Continued access to our Software by you will constitute your acceptance of any changes or revisions to the Terms.

By using the Software you agree to be bound by these Terms. If you are using the Software on behalf of an organization, you are agreeing to these Terms for that organization and promising that you have the authority to bind that organization to these terms. In that case, "you" and "your" will refer to that organization.

1. Scope of License

The Software is licensed, not sold. It does not give permission for installation of the Software on a server or for use by or through other computers or devices connected to the server over an internal or external network. The Software also is not licensed for commercial hosting. Under our license we grant you the right to install and run that one copy on one computer (the licensed computer) for use by one person at a time.

2. Export Restrictions

The Software is subject to Canadian export laws and regulations. You must comply with all domestic and international export laws and regulations that apply to the Software. These laws include restrictions on destinations, end users and end use.

3. Your Responsibilities

Files and other content in the Software like stock images may be protected by intellectual property rights of others. You, not Markido, will be fully responsible and liable for what you copy, share, upload, download or otherwise use while using the Software.

You, and not Markido, are responsible for maintaining and protecting all of your stuff. Markido will not be liable for any loss or corruption of your stuff, or for any costs or expenses associated with backing up or restoring any of your stuff.

If your contact information, or other information related to your account, changes, you must notify us promptly and keep your information current. The Software is not intended for use by you if you are under 13 years of age. By agreeing to these Terms, you are representing to us that you are over 13.

4. Account Security

You are responsible for any activity using your account, whether or not you authorized that activity. You should immediately notify Markido of any unauthorized use of your account.

5. Software and Updates

Some use of our service requires you to download a client software package ("Software"). Markido hereby grants you a limited, nonexclusive, nontransferable, revocable license to use the Software, solely to access the Software. You can download the Software to one computer for one user. Your license to use the Software is automatically revoked if you violate these Terms in a manner that implicates our intellectual property rights. We hereby reserve all rights not expressly granted in these Terms. You must not reverse engineer or decompile the Software, nor attempt to do so, nor assist anyone else to do so. Our Services may update the Software on your device automatically when a new version is available.

6. Markido Property and Feedback

These terms do not grant you any right, title, or interest in the Software, or the content in the Software. While we appreciate it when users send us feedback, please be aware that we may use any feedback, comments, or suggestions you send us or post in our forums without any obligation to you. The Software and other technology we use to provide the Software are protected by copyright, trademark, and other laws of Canada, the United States and other foreign countries. These Terms do not grant you any rights to use the Markido trademarks, logos, domain names, or other brand features.

7. Other Content

The Software may contain links to third-party websites or resources. Markido does not endorse and is not responsible or liable for their availability, accuracy, the related content, products, or services. You are solely responsible for your use of any such websites or resources. Also, if we provide you with any software under an open source license, there may be provisions in those licenses that expressly conflict with these Terms, in which case the open source provisions will apply.

8. Payment, Refunds, Upgrading and Downgrading Terms

A valid credit card is required for paying accounts. The paid Software is billed in advance on an annual basis and is non-refundable. There will be no refunds or credits for partial months of service, upgrade/downgrade refunds, or refunds for months unused with an open account. Markido does not provide refunds. In order to treat everyone equally, no exceptions will be made. All fees are exclusive of all taxes, levies, or duties imposed by taxing authorities, and you shall be responsible for payment of all such taxes, levies, or duties, excluding Canadian taxes based on the Canadian billing address you provide us.

For any upgrade or downgrade in plan level, your credit card that you provided will automatically be charged the new rate on your next billing cycle.

9. Termination

Although we much rather you stay, you can stop using our Software at any time. We reserve the right to suspend or end the Software at any time, with or without cause, and with or without notice. For example, we may suspend or terminate your use if you are not complying with these Terms, or use the Software in any way that would cause us legal liability or disrupt others' use of the Software. If we suspend or terminate your use, we will try to let you know in advance and help you retrieve data, though there may be some cases (for example, repeatedly or flagrantly violating these Terms, a court order, or danger to other users) where we may suspend immediately.

10. Products/Services Sold On or Through the Service

Neither Markido nor its third party service providers make any warranties with respect to any of the merchandise, products, and/or services featured, mentioned, or sold by others on or through the service. Transactions for any such item shall be between the user and the third party seller, without any involvement of Markido or its third party service providers. You agree that Markido and its third party service providers are not responsible, and shall have no liability to you, with respect to merchandise, products, and/or services featured, mentioned, or sold by others on or through the Service, including illegal, offensive or illicit items, even items that violates these Terms.

11. Indemnification

You agree to indemnify Markido and its affiliates, employees, agents, representatives and third party service providers, and to defend and hold each of them harmless, from any and all claims and liabilities (including attorneys fees) which may arise from your submissions, from your unauthorized use of material obtained through the Software, or from your breach of these Terms, or from any such acts through your use of the Software.

12. Disclaimer of Warranty and Limitation of Liability

YOU ACKNOWLEDGE THAT YOU ARE USING THE SOFTWARE AT YOUR OWN RISK. THE SOFTWARE IS PROVIDED "AS IS", AND MARKIDO, ITS AFFILIATES AND ITS THIRD PARTY SERVICE PROVIDERS HEREBY EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF ACCURACY, RELIABILITY, TITLE, MERCHANTABILITY, NON-INFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE OR ANY OTHER WARRANTY, CONDITION, GUARANTEE OR REPRESENTATION, WHETHER ORAL, IN WRITING OR IN ELECTRONIC FORM, INCLUDING BUT NOT LIMITED TO THE ACCURACY OR COMPLETENESS OF ANY INFORMATION CONTAINED THEREIN OR PROVIDED BY THE SOFTWARE. MARKIDO, ITS AFFILIATES, AND ITS THIRD PARTY SERVICE PROVIDERS DO NOT REPRESENT OR WARRANT THAT ACCESS TO THE SERVICE WILL BE UNINTERRUPTED OR THAT THERE WILL BE NO FAILURES, ERRORS OR OMISSIONS OR LOSS OF TRANSMITTED INFORMATION, OR THAT NO VIRUSES WILL BE TRANSMITTED ON THE SOFTWARE. WE ALSO DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. Markido will have no responsibility for any harm to your computer system, loss or corruption of data, or other harm that results from your access to or use of the Software.

13. Limitation of Liability

TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT WILL MARKIDO, ITS AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, SUPPLIERS OR LICENSORS BE LIABLE FOR (A) ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL (INCLUDING LOSS OF USE, DATA, BUSINESS, OR PROFITS) DAMAGES, REGARDLESS OF LEGAL THEORY, WHETHER OR NOT MARKIDO HAS BEEN WARNED OF THE POSSIBILITY OF SUCH DAMAGES, AND EVEN IF A REMEDY FAILS OF ITS ESSENTIAL PURPOSE; (B) AGGREGATE LIABILITY FOR ALL CLAIMS RELATING TO THE SERVICES MORE THAN THE GREATER OF $20 OR THE AMOUNTS PAID BY YOU TO MARKIDO FOR THE PAST THREE MONTHS OF THE SERVICES IN QUESTION.

14. Modifications

We may revise these Terms from time to time and the most current version will always be posted on our website. If a revision, in our sole discretion, is material we will notify you (for example via email to the email address associated with your account). Other changes may be posted to our blog or terms page, so please check those pages regularly. By continuing to access or use the Software after revisions become effective, you agree to be bound by the revised Terms. If you do not agree to the new terms, please stop using the Software.

15. Miscellaneous Legal Terms

THESE TERMS AND THE USE OF THE SERVICES AND SOFTWARE WILL BE GOVERNED BY ONTARIO, CANADA LAW. ALL CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES OR SOFTWARE MUST BE LITIGATED EXCLUSIVELY IN THE FEDERAL OR STATE COURTS OF OTTAWA, ONTARIO, CANADA, AND BOTH PARTIES CONSENT TO VENUE AND PERSONAL JURISDICTION THERE. These Terms constitute the entire and exclusive agreement between you and Markido with respect to the Software, and supersede and replace any other agreements, terms and conditions applicable to the Software. These Terms create no third party beneficiary rights. Markido's failure to enforce a provision is not a waiver of its right to do so later. If a provision is found unenforceable the remaining provisions of the Agreement will remain in full effect and an enforceable term will be substituted reflecting our intent as closely as possible. You may not assign any of your rights in these Terms, and any such attempt is void, but Markido may assign its rights to any of its affiliates or subsidiaries, or to any successor in interest of any business associated with the Software. Markido and you are not legal partners or agents; instead, our relationship is that of independent contractors.

16. Other Software Licenses

The following libraries are used and are licensed under the Apache License, Version 2.0.

• http://restsharp.org/

The following libraries are used and are licensed under the BSD License (or slightly modified version).

• https://github.com/ServiceStack/ServiceStack.Text (v3)