Samsung SDS Marimba Terms of Service

Effective: 2020.06.01

This Terms of Use Agreement sets forth the legally binding terms and conditions between you and Samsung SDS Co., Ltd. doing business as marimba.team (also referred to as “Marimba”, our”, “us”, “we” and “the Company”) governing your access to and use of our website located at www.marimba.team (the “Site”), our proprietary software-as-a-service platform named Marimba (the “Marimba Platform”) for accessing, locating, and organizing content across all of the supported third party cloud-based applications (“Third Party Platforms”) you use, and any associated Marimba websites and subdomains, networks, applications, desktop software applications (“Software”), web browser extensions (each an “Extension”) and services (collectively with the Site, Software, the Extensions and Marimba Platform the “Services”). Certain features of the Services may be subject to additional guidelines, terms, or rules, which will be posted on the Services in connection with such features (“Supplemental Terms”). All such Supplemental Terms are incorporated by reference into this Terms of Use Agreement (together the “Agreement”). If this Terms of Use Agreement is inconsistent with the Supplemental Terms, the Supplemental Terms shall control with respect to such features.

By clicking “Submit,” or otherwise accessing or using the services, or any portion thereof, including the Site, you acknowledge and agree that you have read, understand, and agree to be bound by this agreement. You represent and warrant that you have the right, authority, and capacity to enter into this agreement (on behalf of yourself and, as applicable, the entity that you represent). If the individual entering into this agreement or otherwise accessing or using the services is doing so on behalf of, or within his or her capacity as a representative, agent, or employee of an entity, such individual and such entity: (i) agree that the terms “you” and “your” as used herein apply to such entity; and (ii) represent and warrant that the individual entering into this agreement has the power, right, authority, and capacity to enter into this agreement on behalf of such entity. However, if you are accessing or using the services as a team user (as defined in Section 2) the team user terms of use agreement, not this terms of use agreement, governs your access to and use of the services.

You may not access or use the services or accept this Agreement if you are an individual that is not at least 14 years old. If you do not agree with all of the provisions of this Agreement, you may not access or use the services.

Please be aware that Section 12 of this Agreement contains an arbitration agreement which will, with limited exceptions, require disputes between us to be submitted to binding arbitration. unless you opt out,: (1) you will only be permitted to pursue disputes and seek relief against us on an individual basis, not as a plaintiff or class member in any class or representative action or proceeding; and (2) you are waiving your right to pursue disputes or claims and seek relief in a court of law and to have a jury trial.

Any dispute, claim or request for relief relating in any way to your use of the site will be governed and interpreted by and under the laws of the Republic of Korea. The United Nations convention on contracts for the international sale of goods is expressly excluded from this Agreement.

1. Accounts

1.1 Account Creation. In order to use certain features of the Services, you must register for an account (“Account”). You promise that: (a) all required registration information you submit in connection with your registration is truthful and accurate; and (b) you will maintain the accuracy of such information. Marimba may suspend or terminate your Account in accordance with Section 11.

1.2 Account Responsibilities. You are responsible for all activities that occur under your Account. You agree to immediately notify Marimba of any unauthorized use or suspected unauthorized use, of your Account or any other breach of security. Marimba will not be liable for any loss or damage arising from your failure to comply with the above requirements. You may not share your Account or password with anyone. Marimba reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to, claims by a third party that a username violates the third party’s rights. You agree not to create an Account or use the Services if you have been previously removed by Marimba.

1.3 Account Termination. When your account is terminated, either by Marimba or by you voluntarily, content created by you will NOT be deleted. However, your personal information associated with your account will be removed according to Privacy Policy.

2. Team Features

If, and only if, you have purchased a Subscription to permit Subscription Features to be accessed and used by your employees (“Team Subscription”), this Section 2 applies to you. For purposes of this Section, the term “Team User” means an individual employee that you have permitted to access and use the applicable Subscription Features via an Account identified by you under your Team Subscription in accordance with this Section. In order to access and use the applicable Subscription Features, your Team Users will be required to agree to this Section.

2.1 Team. Subject to this Agreement, we grant you a non-exclusive, revocable, limited, non-transferable, non-assignable, and “as is” (i) right to permit your employee personnel to access and use the applicable Subscription Features via Accounts identified by you (such permitted employee personnel “Team Users”); (ii) right for your Team Users to use and access the Services solely for your own internal business use, subject to any applicable use limitations; and (iii) license for Team Users to download, install and use a copy of the Application on devices owned or controlled by you or the applicable Team User solely for the purpose of accessing and using the Services for your internal business purposes.

2.2 Restrictions and Obligations. By signing up for a Team Subscription, you promise (i) to only to grant access to use your Subscription Features to your employee personnel; (ii) that Team Users will agree to be bound by, and will at all times comply with the Team User Terms prior to accessing or using the applicable Subscription Features; (iii) that Team Users will only use their Accounts in connection with their role as your employee; and (iv) you have all necessary permissions and authorizations to provide us with any information provided about Team For purposes of this Agreement, as between you and Marimba, any Content, including Cloud Content posted, submitted, uploaded, provided, or otherwise made available by Team Users is Your Content and your Cloud Content. You agree to be responsible for any actions taken by Team Users or on a Team User’s account and that for purposes of Sections 4, 6(i) through 6(v), and 7 the term “you” means “you and Team Users” and the term “your” means “your and Team Users’”. Any termination of this Agreement will also result in the termination of your Team Users’ access to and use of the applicable Subscription Features and may result in the termination of the Accounts of your Team Users. If you wish to remove the authorization of a specific Team User under your Team Subscription, please contact us support@marimba.team. Removal of a Team User from your Team Subscription will result in that Team User no longer having access to the applicable Subscription Features.

3. Access to the Services

3.1 Access and Use. Subject to this Agreement, Marimba grants you a limited, non-exclusive, revocable, limited, non-transferable, non-assignable, non-sublicensable, and “as is” right to use and access the Services solely for your own personal or internal business use, subject to any use limitations.

3.2 Application License. Subject to your compliance with the Agreement, Marimba grants you a limited non-exclusive, non-transferable, non-assignable, non-sublicensable, revocable, and “as is” license to download, install and use a copy of the Application on computers that you own or control and to run such copy of the Software solely for your own personal or internal business purposes in connection with accessing and using the Services.

3.3 Modification. While we aim to communicate any significant changes to our users, we reserve the right to modify, update, suspend, or discontinue the Services (in whole or in part) at any time with or without notice to you. You agree that Marimba is not liable to you or to any third party for any modification, update, suspension, or discontinuation of the Services. You may need to update third-party software from time to time in order to use the Services.

3.4 Third-party Materials. As a part of the Services, you may have access to materials that are hosted by another party, as made available by another user. You agree that it is impossible for Marimba to monitor such materials and that you access these materials at your own risk.

4. IP Rights

4.1 Ownership. You acknowledge that we or our suppliers own all right, title, and interest, including all intellectual property rights, in and to the Services. Except for the limited access rights expressly set forth in Sections 3.1 and 3.2, you are not granted any rights with respect to the Services and there are no implied licenses granted by Marimba under this Agreement.

4.2 Feedback. We welcome any and all feedback to help us build a better service. If you provide Marimba with any feedback or suggestions regarding the Services (“Feedback”), you acknowledge that we can freely use such Feedback in any manner. Feedback you provide is not confidential or proprietary to you. So, please do not provide Marimba any information or ideas that you consider to be confidential or proprietary.

5. Content

You acknowledge that all information, data, text, photographs, messages, tags, and other content or materials, including Cloud Content, accessible through the Services, whether publicly posted or privately transmitted (“Content”), are the sole responsibility of the party from whom such Content originated. This means that you, and not Marimba, are entirely responsible for all Content that you upload, post, or otherwise make available (“Make Available”) through the Services (“Your Content”). You hereby grant Marimba a fully paid, royalty-free, worldwide, non-exclusive right (including any moral rights) and license to use, sublicense, distribute, reproduce, modify, adapt, publicly perform, and display, Your Content, other than Cloud Content which is covered in Section 5.1, (in whole or in part) for the purpose of providing the Services to you. Except with respect to Your Content, you agree that you have no right, title, or interest in or to any Content that appears on or in the Services.

5.1 Cloud Content. “Cloud Content” means any and all information and content located on a user’s accounts on a Third-Party Platform that the user connects to the Services that the user accesses or Makes Available to Marimba through the Services. You hereby grant to Marimba a revocable, nonexclusive, royalty-free and fully paid, worldwide license to access file contents and metadata from your Cloud Content and cache and store titles, preview text, and user activity data (image of the content, if you add a Google slide URL in the form of an embedded viewer) of your Cloud Content, and create incidental copies of such information solely for the purpose of providing the Services to you as set forth in this Agreement.

5.2 Investigations. Marimba may, but is not obligated to, monitor or review the use of the Services and Content at any time. Without limiting the foregoing, Marimba shall have the right, in its sole discretion, to remove any of Your Content for any reason (or no reason). If Marimba becomes aware of any possible violations by you of any provision of the Agreement, Marimba may investigate such violations, and, at its sole discretion, immediately terminate your license to use of the Services, or change, alter or remove Your Content or Cloud Content, in whole or in part, without prior notice to you.

5.3 No Obligation to Pre-screen Content. Marimba may, but is not obligated to pre-screen, refuse or remove any Content for any reason, including if Content violates the Agreement or is otherwise objectionable. Marimba has no responsibility or liability for the deletion or accuracy of any Content. Certain Services may enable you to specify the level at which such Services restrict access to Your Content and Cloud Content. You are solely responsible for applying the appropriate level of access to Your Content and Cloud Content. You acknowledge and agree that you have no expectation of privacy concerning the transmission of Your Content, including without limitation chat, text, or voice communications. Unless expressly agreed to by Marimba in writing elsewhere, Marimba has no obligation to store any of Your Content.

5.4 Representations and Warranties. You represent and warrant that you have all necessary right, title, interest, authorizations, and permissions to: (i) Make Available Your Content; (ii) grant the rights, licenses, and permissions granted hereunder with respect to any data, content, information, or feedback, including Your Content; and (iii) access and permit Marimba to access on your behalf any Third Party Platforms.

5.5 License. Copyright (c) 2010, NAVER Corporation (https://www.navercorp.com/), with Reserved Font Name Nanum, Naver Nanum, NanumGothic, Naver NanumGothic, NanumMyeongjo, Naver NanumMyeongjo, NanumBrush, Naver NanumBrush, NanumPen, Naver NanumPen, Naver NanumGothicEco, NanumGothicEco, Naver NanumMyeongjoEco, NanumMyeongjoEco, Naver NanumGothicLight, NanumGothicLight, NanumBarunGothic, Naver NanumBarunGothic, NanumSquareRound, NanumBarunPen, MaruBuri. This Font Software is licensed under the SIL Open Font License, Version 1.1.This license is copied below, and is also available with a FAQ at: http://scripts.sil.org/OFLSIL OPEN FONT LICENSEVersion 1.1 - 26 February 2007

6. Indemnification

You agree to indemnify and hold Marimba (and its officers, employees, and agents) harmless, including costs and attorneys’ fees, from any loss, claim, or demand arising out of: (i) your use of the Services; (ii) your violation of this Agreement; (iii) your violation of applicable laws or regulations; (iv) Marimba’s use in accordance with this Agreement of any data, content, information, or feedback, including Cloud Content, that you Make Available to Marimba; or (v) your violation, or your Content’s violation, of any rights of another party, including any users. We may assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims. You agree not to settle any matter for which you may have an indemnification obligation hereunder without the prior written consent of Marimba. Marimba will use reasonable efforts to notify you of any claim, action, or proceeding for which you may have an indemnification obligation hereunder upon becoming aware of it. This provision does not require you to indemnify Marimba (or its officers, employees, or agents) for Marimba’s (or its officers’, employees’ or agents’) fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Site or Services provided hereunder. You agree that the provisions in this Section will survive any termination of your Account, the Agreement and/or your access to the Services.

7. Third-party Links; Other Users

7.1 Third-party Links. The Services may contain links to third-party websites and services, including Third Party Platforms (“Third-Party Links”). Such Third-Party Links are not under the control of Marimba, and Marimba is not responsible for any Third-Party Links. Marimba provides access to these Third-Party Links only as a convenience to you, and does not review, approve, monitor, endorse, warrant, or make any representations with respect to Third-Party Links. You use all Third-Party Links at your own risk, and should apply a suitable level of caution and discretion in doing so. When you click on any of the Third-Party Links, and the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices. You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Third-Party Links.

7.2 Interactions with Other Users. You are solely responsible for your interactions with other users and any other parties with whom you interact. You agree that Marimba will not be responsible for any liability incurred as the result of such interactions. You may be provided access to Content of other users on or through the Services.Marimba is not responsible for and does not control such Content. Marimba has no obligation to review or monitor, and does not approve, endorse or make any representations or warranties with respect to such Content.

8. Fees and Purchase Terms

8.1 Payment. You agree to pay all fees or charges to your Account in accordance with the fees, charges and billing terms in effect at the time a fee or charge is due and payable. You must provide Marimba with a valid credit card (“Payment Provider”), as a condition to purchasing a Subscription. Your Payment Provider agreement governs your use of the designated credit card, and you must refer to that agreement to determine your rights and liabilities. By providing Marimba with your credit card number and associated payment information, you agree that Marimba is authorized to immediately invoice your Account for all charges due and payable to Marimba hereunder and that no additional notice or consent is required, including any charges in connection with any renewals of a Subscription. You agree to immediately notify Marimba of any change in your billing address or the credit card used for payment hereunder. We may change the prices and billing methods for the Services on a going forward basis, either immediately upon posting on the Services or by e-mail. Except as set forth in the Agreement, all fees for the Services are non-refundable.

8.2 Subscriptions. Certain products or services offered on or through the Services may be provided for a fee or other charge, including services or features (“Subscription Features”) for which access and use is purchased on a time limited basis (each a “Subscription”). The fee for a Subscription will be billed at the start of your Subscription and at regular intervals in accordance with your elections at the time of purchase. That being said, we may change the timing of our billing.

8.3 Automatic Renewals. Your Subscription will continue indefinitely until terminated in accordance with the Agreement. After your initial Subscription period, and again after any subsequent Subscription period, your Subscription will automatically renew on the first day following the end of such period (“Renewal Commencement Date”) and continue for an additional equivalent period, at our then-current price for such Subscription. You agree that your Subscription will automatically renew unless you cancel your Subscription at least thirty (30) days prior to the Renewal Commencement Date (or in the event that you receive a notice from Marimba that your Subscription will be automatically renewed, you will have thirty days from the date of Marimba’s notice). If you do not wish for your Account to renew automatically, or if you want to change or terminate your subscription, please contact Marimba at support@marimba.team or modify settings on our website. If you cancel your Subscription, you may use your Subscription until the end of your then-current Subscription term, but your Subscription will not be renewed after your then-current term expires. Upon renewal of your Subscription, if Marimba does not receive payment from your Payment Provider, (a) you agree to pay all amounts due on your Account upon demand and/or (b) you agree that Marimba may either terminate or suspend your Subscription and continue to attempt to charge your Payment Provider until payment is received (upon receipt of payment, your Account will be activated and for purposes of automatic renewal, your new Subscription commitment period will begin as of the day payment was received).

8.4 Taxes. The payments required under 8.2 do not include any Sales Tax that may be due in connection with the Services provided under this Agreement. If Marimba determines it has a legal obligation to collect a Sales Tax from you in connection with this Agreement, Marimba shall collect such Sales Tax in addition to the payments required under Section 8.2. If any Services, or payments for any Services, under the Agreement are subject to any Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to Marimba, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority, and you will indemnify Marimba for any liability or expense Marimba may incur in connection with such Sales Taxes. Upon Marimba’s request, you will provide it with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax and any other tax measured by sales proceeds that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.

8.5 Free Trials and Other Promotions. Any free trial or other promotion that provides a registered user level access to the Services must be used within the specified time of the trial. At the end of the trial period, your use of the Services will expire and any further use of the Services is prohibited unless you pay the applicable Subscription fee. If you are inadvertently charged for a Subscription, please contact Marimba to have the charges reversed.

9. Disclaimers

THE SERVICES ARE PROVIDED ON AN “AS-IS” AND “AS AVAILABLE” BASIS, WITH ALL FAULTS, AND MARIMBA (AND OUR SUPPLIERS) EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF ANY KIND, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING ALL WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, ACCURACY, OR NON-INFRINGEMENT. WE (AND OUR SUPPLIERS) MAKE NO WARRANTY THAT THE SERVICES WILL MEET YOUR REQUIREMENTS, WILL BE AVAILABLE ON AN UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE BASIS, OR WILL BE ACCURATE, RELIABLE, FREE OF VIRUSES OR OTHER HARMFUL CODE, COMPLETE, LEGAL, OR SAFE. IF APPLICABLE LAW REQUIRES ANY WARRANTIES WITH RESPECT TO THE SERVICES, ALL SUCH WARRANTIES ARE LIMITED IN DURATION TO NINETY (90) DAYS FROM THE DATE OF YOUR FIRST USE OF THE SERVICES. EXCEPT FOR MARIMBA’S OBLIGATIONS TO PROTECT YOUR PERSONAL DATA AS SET FORTH IN MARIMBA’S PRIVACY POLICY, MARIMBA ASSUMES NO RESPONSIBILITY FOR THE TIMELINESS, DELETION, MIS-DELIVERY OR FAILURE TO STORE ANY CONTENT (INCLUDING, BUT NOT LIMITED TO, YOUR CONTENT), USER COMMUNICATIONS OR PERSONALIZATION SETTINGS.

9.1 No Liability for Conduct of Third Parties. YOU ACKNOWLEDGE AND AGREE THAT MARIMBA IS NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD MARIMBA LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OPERATORS OF EXTERNAL SITES, THIRD PARTY PLATFORMS, OT OTHER USERS AND THAT THE RISK OF INJURY FROM SUCH THIRD PARTIES RESTS ENTIRELY WITH YOU.

10. Limitation on Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MARIMBA (OR MARIMBA’S SUPPLIERS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES OR ANY PORTION THEREOF, EVEN IF MARIMBA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. ACCESS TO, AND USE OF, THE SERVICES IS AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR DEVICES OR COMPUTER SYSTEMS, OR LOSS OF DATA RESULTING THEREFROM. UNDER NO CIRCUMSTANCES WILL MARIMBA PARTIES BE LIABLE TO YOU FOR MORE THAN THE GREATER OF (A) THE TOTAL AMOUNT PAID TO MARIMBA BY YOU DURING THE TWELVE-MONTH PERIOD PRIOR TO THE ACT, OMISSION OR OCCURRENCE GIVING RISE TO SUCH LIABILITY AND (B) THE REMEDY OR PENALTY IMPOSED BY THE STATUTE UNDER WHICH SUCH CLAIM ARISES. THE FOREGOING CAP ON LIABILITY SHALL NOT APPLY TO LIABILITY OF MARIMBA OR (A) DEATH OR PERSONAL INJURY CAUSED BY A MARIMBA PARTY’S NEGLIGENCE; OR FOR (B) ANY INJURY CAUSED BY MARIMBA’S FRAUD OR FRAUDULENT MISREPRESENTATION.

THE LIMITATIONS OF DAMAGES SET FORTH IN THIS SECTION ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MARIMBA AND YOU.

11. Term and Termination

11.1 Term. You and we agree that the Agreement commenced on the earlier to occur of (a) the date you first used the Services or (b) the date you accepted the Agreement and will remain in full force and effect while you use the Services, unless earlier terminated in accordance with the Agreement.

11.2 Termination of Services by Marimba. We may terminate this Agreement at any time for any reason, including if timely payment cannot be charged to your Payment Provider for any reason, if you have materially breached any provision of the Agreement, or if Marimba is required to do so by law (e.g., where the provision of the Services is, or becomes, unlawful). Marimba may immediately and without notice, suspend or terminate any Services provided to you.

11.3 Termination of Services by You. If you want to terminate this Agreement, you may do so by (a) notifying Marimba at any time or (b) closing your Account. Your notice should be sent to support@marimba.team.

11.4 Effect of Termination. Termination of this Agreement includes removal of access and all related information, files, Cloud Content associated with or inside your Account (or any part thereof), and Your Content. Marimba will not have any liability whatsoever to you for any suspension or termination, including for deletion of Your Content. All provisions of the Agreement which by their nature should survive, shall survive termination of Services, including without limitation, ownership provisions, warranty disclaimers, and limitation of liability.

12. Dispute Resolution

Please read the following arbitration agreement in this Section (“Arbitration Agreement”) carefully. It requires you to arbitrate disputes with Marimba and limits the manner in which you can seek relief from us.

12.1 Applicability of Arbitration Agreement. You agree that any dispute, claim or request for relief relating in any way to your access or use of the Services, or to any aspect of your relationship with Marimba, will be resolved by binding arbitration, rather than in court, except that (1) you may assert claims or seek relief in small claims court if your claims qualify; and (2) you or Marimba may seek equitable relief in court for infringement or other misuse of intellectual property rights. This Arbitration Agreement shall apply, without limitation, to all disputes or claims and requests for relief that arose or were asserted before the effective date of this Agreement or any prior version of this Agreement.

12.2 Arbitration Rules and Forum. The laws of the Republic of Korea governs the interpretation and enforcement of this Arbitration Agreement.

12.3 Waiver of Jury Trial. YOU AND MARIMBA HEREBY WAIVE ANY CONSTITUTIONAL AND STATUTORY RIGHTS TO SUE IN COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY. You and Marimba are instead electing that all disputes, claims, or requests for relief shall be resolved by arbitration under this Arbitration Agreement, except as specified in Section 12.1 above. An arbitrator can award on an individual basis the same damages and relief as a court and must follow this Agreement as a court would. However, there is no judge or jury in arbitration, and court review of an arbitration award is subject to very limited review.

12.4 Waiver of Class or Other Non-Individualized Relief. ALL DISPUTES, CLAIMS AND REQUESTS FOR RELIEF WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS OR COLLECTIVE BASIS. ONLY INDIVIDUAL RELIEF IS AVAILABLE, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER. If a decision is issued stating that applicable law precludes enforcement of any of this subsection’s limitations as to a given dispute, claim, or request for relief, then such aspect must be severed from the arbitration and brought into the courts located in the Republic of Korea. All other disputes, claims, or requests for relief shall be arbitrated.

12.5 30-Day Right to Opt Out. You have the right to opt out of the provisions of this Arbitration Agreement by sending written notice of your decision to opt out to: legal@marimba.team within 30 days after first becoming subject to this Arbitration Agreement. Your notice must include your name and address, your username (if any) on the Services, the email address you used to set up your Account (if you have one), and an unequivocal statement that you want to opt out of this Arbitration Agreement. If you opt out of this Arbitration Agreement, all other parts of this Agreement will continue to apply to you. Opting out of this Arbitration Agreement has no effect on any other arbitration agreements that you may currently have, or may enter in the future, with us.

12.6 Severability. Except as provided in Subsection 12.4, if any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Arbitration Agreement shall continue in full force and effect.

12.7 Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Marimba.

12.8 Modification. Notwithstanding any provision in this Agreement to the contrary, we agree that if Marimba makes any future material change to this Arbitration Agreement, you may reject that change within thirty (30) days of such change becoming effective by emailing Marimba at legal@marimba.team.

13. General

13.1 Changes. This Agreement is subject to occasional revision, and we reserve the right to charge fees for accessing and using the Services. If we make any substantial changes, we may require you to accept the changes, notify you by sending you an email, as explained in Section 13.6, and/or by prominently posting notice of the changes on the Services. Any changes to this Agreement will be effective upon the earliest of when you provide your acceptance of the changes, thirty (30) calendar days following our dispatch of an email notice to you (if applicable), and thirty (30) calendar days following our posting of notice of the changes on the Services. The changes will be effective immediately for new users of the Services. Continued use of our Services following notice of such changes shall indicate your acknowledgement and acceptance of such changes and agreement to be bound by the terms and conditions of such changes.

13.2 Disclosures. If you are a California resident, you may report complaints to the Complaint Assistance Unit of the Division of Consumer Product of the California Department of Consumer Affairs by contacting them in writing at 400 R Street, Sacramento, CA 95814, or by telephone at (800) 952-5210.

13.3 Electronic Communications. The communications between you and Marimba use electronic means, whether you use the Services or send us emails, or whether Marimba posts notices on the Services or communicates with you via email. For contractual purposes, you: (a) consent to receive communications from Marimba in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that Marimba provides to you electronically satisfy any legal requirement that such communications would satisfy if it were provided in a hardcopy writing. The foregoing does not affect your non-waivable rights.

13.4 Force Majeure. Marimba shall not be liable for any delay or failure to perform resulting from causes outside its reasonable control, including, but not limited to, acts of God, war, terrorism, riots, embargos, acts of civil or military authorities, fire, floods, accidents, strikes or shortages of transportation facilities, fuel, energy, labor or materials.

13.5 Governing Law and Venue. THE TERMS AND ANY ACTION RELATED THERETO WILL BE GOVERNED AND INTERPRETED BY AND UNDER THE LAWS OF THE REPUBLIC OF KOREA. THE UNITED NATIONS CONVENTION ON CONTRACTS FOR THE INTERNATIONAL SALE OF GOODS DOES NOT APPLY TO THE AGREEMENT. Both you and Marimba agree that all claims and disputes arising out of or relating to the Agreement will be litigated exclusively in the Republic of Korea.

13.6 Notice. Where Marimba requires that you provide an email address, you are responsible for providing Marimba with your most current email address. In the event that the last email address you provided to Marimba is not valid, Marimba’s dispatch of the email containing such notice will constitute effective notice.

13.7 International Users. The Services can be accessed from countries around the world and may contain references to services and content that are not available in your country. These references do not imply that Marimba intends to announce such services or content in your country. The Services are controlled and offered by Marimba from its headquarter in the Republic of Korea with servers in the United States and the Republic of Korea provided by Amazon Web Services (AWS). Marimba makes no representations that the Services is appropriate or available for use in other locations. Those who access or use the Services from other countries do so at their own volition and are responsible for compliance with local law.

13.8 Entire Agreement. This Agreement constitutes the entire agreement between you and us regarding the use of the Services. Our failure to exercise or enforce any right or provision of this Agreement shall not operate as a waiver of such right or provision. If any provision of this Agreement is, for any reason, held to be invalid or unenforceable, the other provisions of this Agreement will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. Your relationship to Marimba is that of an independent contractor, and neither party is an agent or partner of the other. This Agreement, and your rights and obligations herein, may not be assigned, subcontracted, delegated, or otherwise transferred by you without Marimba’s prior written consent, and any attempted assignment, subcontract, delegation, or transfer in violation of the foregoing will be null and void. Marimba may freely assign this Agreement. The terms and conditions set forth in this Agreement shall be binding upon assignees.

13.9 Contact Information:

Name : Shin Hwangkyu

Position : Collaboration Business Development Group

Email : legal@marimba.team

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