Mesh Terms of Service

Herein lies the Mesh Terms of Service effective starting January 2019

1.  Acceptance of Terms.

  1. This Terms of Service document, (the “TOS”), is an agreement you must accept in order to use Mesh’s Service (as defined below). It is applicable to (a) “Institutions” -- this includes the Educational Institution as a whole and school administrators who initially set up the Service; (b) “Professors” – those who manage and run a class (“Professors”) and to (c) “Primary Users” – those who encompass all users of the application at the Institution such as students, faculty, and other administrators (“Primary Users”).  This document describes both your rights and your obligations as part of using the Service. It is important that you read it carefully because you will be legally bound to these terms. Mesh Intelligent Communication, LLC. (“Mesh” “we” “us”) only provides its Service (as defined below) to you subject to this TOS. All users must agree to this TOS to access or use the Service. You agree to be bound by this TOS (including the Privacy Policy, which is incorporated here by reference).

  2. If you are entering into this TOS on behalf of an organization or other legal entity, you represent that you have the authority to bind such entity, its Professors, its Primary Users and its affiliates to this TOS. In that case, the terms “you” or “your” shall also refer to such entity, its Professors, its Primary Users and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this TOS, you may not use the Service. You acknowledge that this TOS is a contract between you and Mesh, even though it is electronic and is not physically signed by you and Mesh, and it governs your use of the Service.

  3. As our business evolves, Mesh may change this TOS. If we make a material change to the TOS, we will provide you with reasonable notice 30 days prior to the changes by emailing the email address associated with your account and by posting a notice to your school. You can review the most current version of the TOS at any time by visiting this page. The revised terms and conditions will become effective on the date set forth in our notice, and if you use the Service after that date, your use will constitute acceptance of the revised terms and conditions.

  4. As part of the registration process, you will identify an Institutions user name (in the form of an email address) and password for your account. You are responsible for maintaining the confidentiality of your login, password, and account and for all activities that occur under your login or account.

  5. All Professors and Primary Users should be aware that the Institution may have certain rights to access an admins or primary users’ specific message transcript and may obtain related information in connection with the Services in the event of a criminal investigation. As these rights may vary depending on the Institution, refer to your Institution if you have questions regarding your particular account such as your account settings. The Institution is solely responsible for informing members of the applicable company policies, obtaining any legally required member consent to such policies, and for ensuring that all uses of the Services comply with applicable federal, state and/or international privacy laws, including but not limited to, the Electronic Communications Privacy Act, 18 U.S.C. § 2510 et seq.

  6. By accessing or using the Services, you represent that you are fully able and competent to enter into and comply with the terms and conditions in this TOS. The Service is not intended for use by children under 13, so if you are under 13 years of age, you are not permitted to access or use the Services. If we become aware that you are using the Service even though you are under 13, we will deactivate your account immediately.

 

2. Description of Service.

The “Service(s)” means (a) Mesh real-time campus communication, messaging, archiving, file sharing, and search services and related systems and technologies, as well as the website www.meshmycampus.com (“The Site”) and (b) all software (including the Software, as defined below), applications, data, reports, text, images, and other content made available by or on behalf of Mesh through any of the foregoing. The “Service” does not include Your Data (as defined below) or any software application or service that is provided by you or a third party, which you use in connection with the Service. Any modifications and new features added to the Service are also subject to this TOS. Mesh reserves the right to modify or discontinue the Service (or any Service plan) or any feature or functionality thereof at any time without notice to you. All rights, title and interest in and to the Service and its components (including all intellectual property rights) will remain with and belong exclusively to Mesh.

 

3. Restriction on Use of Confidential Information

Any and all information, the release of which is prohibited by state or federal law or regulation, is subject to the protections of the Family Educational Rights and Privacy Act, or protected the Gramm Leach Bliley Act and obtained by Name of Company from the University, its students, faculty, or staff in the performance of this Agreement constitutes Confidential Information. Name of Company agrees to hold the Confidential Information in strictest confidence. Name of Company shall not use or disclose Confidential Information received from or on behalf of Institution or any of its students, faculty, or staff except as permitted or required by this Agreement or by law or as otherwise agreed to in writing by Institution. Name of Company agrees that it will protect the Confidential Information it receives according to commercially acceptable standards and no less rigorously than it protects its own Confidential Information. Specifically, Name of Company shall implement, maintain, and use appropriate administrative, technical, and physical security measures to preserve the confidentially, integrity, and availability of all electronically maintained or transmitted Confidential Information. Within 30 days of termination, cancellation, expiration, or other conclusion of this Agreement, Name of Company shall return to University or if return is not feasible, destroy and not retain any copies of any and all Confidential Information that is in possession of Name of Company. The obligations of this Agreement shall not apply to any information which (a) is already in the public domain through no breach of this Agreement, including but not limited to information available through University's web site(s); (b) was lawfully in Name of Company's possession prior to receipt from University, its faculty staff or students; or (c) is received by Name of Company independently from a person or entity free to lawfully disclose such information other than University, its faculty, staff, or students. Name of Company warrants and represents that it shall, at all times, comply with the Family Educational Rights and Privacy Act (FERPA), and the Gramm Leach Bliley Act and further agrees not to disclose or re-disclose to any person or entity for any purpose whatsoever any personally identifiable student information as that term is defined by FERPA.

 

4. Access and Use of the Service.

  1. You may access and use the Service only for lawful, authorized purposes and you shall not misuse the Service in any manner. You shall comply with any codes of conduct, policies, storage limitations, or other notices Mesh provides you or publishes in connection with the Service from time to time, but if any of those policies materially change the TOS, we will provide you with reasonable notice as provided in Section 1(c) above. You shall promptly notify Mesh if you learn of a security breach related to the Service.

  2. Any software that may be made available by or on behalf of Mesh in connection with the Service, including Mesh’s mobile and desktop applications, (“Software”) contains proprietary and confidential information that is protected by applicable intellectual property and other laws. Subject to the terms and conditions of this TOS, Mesh only grants you a personal, non-sub licensable and non-exclusive license to use the object code of any Software solely in connection with the Service. Any rights not expressly granted herein are reserved.

  3. Mesh reserves the right to use the name of your Institutional Entity as a reference for marketing or promotional purposes on the Site and in other communication with existing or potential Mesh customers. For example, we might list your Institutional Entity name, such as “Mesh University” on one of our webpages under lists of Mesh customers. We don’t want to list customers who don’t want to be listed, so you may send an email to contact@mesh-hq.com stating that you do not wish to be used as a reference.

 

5. Your Data Rights and Related Responsibilities.

  1. "Your Data" means any data and content you upload, post, transmit or otherwise made available via the Services (which may include data you elect to import from Non-Mesh Products you use). "Your Data" includes messages you send, files you upload, profile information and anything else you enter or upload into the Service. Mesh will make commercially reasonable efforts to ensure that all facilities used to store and process Your Data meet the highest possible standard for security.

  2. In order for us to provide the Service to you, we require that you grant us certain rights with respect to Your Data. For example, we need to be able to transmit, store and copy Your Data in order to display it to you and other Primary Users, to index it so you are able to search it, to make backups to prevent data loss, and so on. Your acceptance of this TOS gives us the permission to do so and grants us any such rights necessary to provide the service to you, only for the purpose of providing the service (and for no other purpose). This permission includes allowing us to use third-party service providers (such as Amazon Web Services or Liquid Web) in the operation and administration of the Service and the rights granted to us are extended to these third parties to the degree necessary in order for the Service to be provided.

  3. If any users send us any feedback or suggestions regarding the Service, you grant Mesh an unlimited, irrevocable, perpetual, free license to use any such feedback or suggestions for any purpose without any obligation to you.

  4. You are solely responsible for your conduct (including by and between all users), the content of Your Data, and all communications with others while using the Services. We may choose to review Public Content (as defined below) for compliance with our policies and guidelines, but you acknowledge that Mesh has no obligation to monitor any information on the Services. However, Mesh may remove or disable any Public Content at any time for any reason or for no reason at all. We are not responsible for the accuracy, appropriateness, or legality of Your Data or any other information you and your users may be able to access using the Services. The Services provide features that allow you and your users to share Your Data and other materials with others. Please consider carefully what you allow to be shared or made public.

 

6. Payment.

  1. To the extent you use a Service plan that is made available for a fee, you will be required to select a payment plan and provide accurate information regarding your credit card or other payment instrument. You will promptly update your account information with any changes in your payment information. You agree to pay Mesh in accordance with the terms set forth on the Site (currently, meshmycampus.com/pricing and related pages) and this TOS, and you authorize Mesh or its third-party payment processors to bill your payment instrument in advance on a periodic basis in accordance with such terms.

  2. If you dispute any charges you must let Mesh know within sixty (60) days after the date that Mesh invoices you. All amounts paid are non-refundable and we reserve the right to change our prices in the future. If we increase our prices for your Service plan, we will provide notice of the change on the Site and in email to you at least 30 days before the change is to take effect. Your continued use of the Service after the price change goes into effect constitutes your agreement to pay the changed amount. Mesh may choose to bill you through an invoice, in which case, full payment for invoices issued must be received by the date specified in the invoice. You shall be responsible for all taxes associated with Services other than U.S. taxes based on Mesh’s net income.

7. Representations and Warranties.

You represent and warrant to Mesh that (i) you have full power and authority to enter into this TOS; (ii) you own all Your Data or have obtained all permissions, releases, rights or licenses required to engage in your activities (and allow Mesh to perform its obligations) in connection with the Services without obtaining any further releases or consents; and (iii) Your Data and your other activities in connection with the Service, and Mesh’s exercise of all rights and license granted by you herein, do not and will not violate, infringe, or misappropriate any third party’s copyright, trademark, right of privacy or publicity, or other personal or proprietary right, nor does Your Data contain any matter that is unlawful or illegal.

 

You also agree not to:

  1. upload, post, transmit, or otherwise make available any of Your Data that is unlawful or illegal, including without limitation Data that is libelous, or invasive of another's privacy;

  2. use the Service to harm minors in any way;

  3. impersonate any person or entity, including, but not limited to, a Mesh employee, Institution, Admin, or other Primary User, or falsely state or otherwise misrepresent your affiliation with a person or entity;

  4. manipulate identifiers in order to disguise the origin of any of Your Data;

  5. upload, post, transmit, or otherwise make available any of Your Data that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements);

  6. upload, post, transmit or otherwise make available any of Your Data in a manner that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;

  7. sublicense, resell, rent, lease, transfer or assign (except as permitted in Section 16) the Service or its use, or offer the Service on a timeshare basis to any third party;

  8. use the Service to upload, post, transmit, or otherwise make available any software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware;

  9. interfere with or disrupt the Service or servers or networks connected to the Service, or disobey any requirements, procedures, policies or regulations of networks connected to the Service, including using any device or software;

  10. modify, adapt, or hack the Service, or otherwise attempt to gain unauthorized access to the Service or its related systems or networks.

  11. intentionally or unintentionally violate any applicable local, state, national or international law in connection with your use of the Service, including, but not limited to, any data, privacy, or export control laws, or regulations promulgated by the U.S. Securities and Exchange Commission, any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange, or the NASDAQ, and any regulations having the force of law;

  12. use the Service to provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the Immigration and Nationality Act;

  13. use the Service to engage in any unlawful or illegal activities; and/or

  14. collect or store personal data about other users in connection with any of the prohibited conduct and activities set forth above.

 

You acknowledge, consent and agree that Mesh may access, preserve and disclose your account information and Your Data if required to do so by law or in a good faith belief that such access preservation or disclosure is reasonably necessary to: (i) comply with legal process; (ii) enforce the TOS; (iii) respond to claims that any of Your Data violates the rights of third parties; (iv) respond to your requests for customer service; or (v) protect the rights, property or personal safety of Mesh, its users and the public.

 

8. Term; Termination.

  1. This TOS will continue in full effect unless and until your subscription or this TOS is terminated as described herein. Service plans that are paid annually will automatically renew for additional years. You have the right to deactivate your subscription at any time.

  2. Please see our Privacy Policy at https://meshmycampus.com/privacy-policy for more information about the choices you have regarding Your Data.

  3. All accrued rights to payment and the terms of Section 5 and Sections 8 through 17 shall survive termination of this TOS.

 

9. Disclaimer of Warranties.

  1. The Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, or because of other causes beyond our reasonable control, but Mesh shall use reasonable efforts to provide advance notice of any material scheduled service disruption. Further, you understand that Your Data may be transmitted or handled in an unencrypted manner if you choose to use unencrypted gateways to connect to the Service. Additionally, while Mesh takes steps to ensure that information provided to its third party vendors and hosting partners is transmitted using the highest possible security measures, it does not guarantee that these transmissions will be encrypted. Accordingly, you acknowledge that you bear sole responsibility for adequate security, protection and backup of Your Data. Mesh will have no liability to you for any unauthorized access or use of any of Your Data, or any corruption, deletion, destruction or loss of any of Your Data.

  2. THE SERVICE AND ALL RELATED COMPONENTS AND INFORMATION ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND, AND MESH EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. YOU ACKNOWLEDGE THAT MESH DOES NOT WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, ERROR-FREE OR VIRUS-FREE, NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES, AND NO INFORMATION, ADVICE OR SERVICES OBTAINED BY YOU FROM MESH OR THROUGH THE SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS TOS.

10. Limitation of Liability.

  1. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY (WHETHER IN CONTRACT, TORT, OR OTHERWISE) SHALL MESH BE LIABLE TO YOU OR ANY THIRD PARTY FOR (A) ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFITS, LOST SALES OR BUSINESS, LOST DATA, OR (B) FOR ANY AMOUNT IN THE AGGREGATE IN EXCESS OF THE FEES ACTUALLY PAID BY YOU IN THE SIX (6) MONTHS PRECEDING THE EVENT GIVING RISE TO YOUR CLAIM OR, IF NO FEES APPLY, FIVE HUNDRED ($500) U.S. DOLLARS, OR (C) ANY MATTER BEYOND OUR REASONABLE CONTROL. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS TOS BETWEEN THE PARTIES, AND THE PARTIES HAVE RELIED ON THESE LIMITATIONS IN DETERMINING WHETHER TO ENTER INTO THIS TOS.

  2. Some jurisdictions do not allow the exclusion of implied warranties or limitation of liability for incidental or consequential damages, which means that some of the above limitations may not apply to you. IN THESE JURISDICTIONS, MESH’S LIABILITY WILL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

 

11. Dispute/Arbitration

In the event of a dispute arising from any of the provisions herein or performance hereof, the dispute first shall be referred to a high-level officer of each party having full authority to negotiate and settle the dispute. They shall endeavor to promptly resolve the dispute between themselves; however, should they then be unable to resolve the dispute arising from any of the provisions herein or performance hereof, each party shall have recourse under the law. In the event that either party commences an action in law or equity to interpret, construe or enforce any provision of this Agreement, the losing party shall pay to the prevailing party, reasonable attorneys' fees as fixed by a court of competent jurisdiction.

 

12. Statute of Limitations

Regardless of any statute or law to the contrary or the applicable dispute resolution process, an informal complaint pertaining to any Claim or cause of action arising out of or related to use of the Service or under the TOS must be filed with Mesh within one (1) year after such Claim or cause of action arose or be forever barred. These Claims must be filed with the appropriate court within three (3) years after such claim or cause of action arose or be forever barred. We respect the intellectual property of others, and we ask our users to do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, or your intellectual property rights have been otherwise violated, please provide Mesh the following information:

  1. an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other intellectual property interest;

  2. a description of the copyrighted work or other intellectual property that you claim has been infringed;

  3. a description of where the material that you claim is infringing is located on the site;

  4. your address, telephone number, and email address;

  5. a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;

  6. a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner's behalf.

 

13. Enforceability.

If any provision of this TOS is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this TOS will otherwise remain in full force and effect and enforceable.

 

14. Integration, Modification, and Authority.

This TOS is the complete and exclusive statement of the mutual understanding of the parties and supersedes and cancels all previous written and oral agreements, communications and other understandings relating to the subject matter of this TOS. All waivers and modifications to this TOS must be in a writing signed by both parties that expressly by its terms modifies or waives a provision of this TOS, except as otherwise provided herein. No agency, partnership, joint venture, or employment is created as a result of this TOS and you do not have any authority of any kind to bind Mesh in any respect whatsoever.

 

15. Notices.

Except as otherwise set forth herein, all notices under this TOS will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by facsimile or email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.

 

16. Choice of Law and Forum.

The TOS and the relationship between the parties shall be governed by the laws of the State of Ohio without regard to its conflict of law.

 

17. Waiver and Severability of Terms.

The failure of Mesh to exercise or enforce any right or provision of the TOS shall not constitute a waiver of such right or provision.

18. No Right of Survivorship and Non-Transferability.

If you are a living person, you agree that your account is non-transferable and your rights to the content within your account terminate upon your death, however the content may thereafter be available and accessible by Administrative Users.

Mesh is on a mission to fuel conversations, facilitate collaboration, and help instill a sense of community for students, faculty, and staff in Higher Education. By providing a real-time platform that seamlessly integrates into the everyday lives of students, faculty, and staff we can achieve just that. Mesh is currently an early-stage technology company based out of Cincinnati, Ohio.

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