Terms of Service

CMAX Terms of Service

1. Introduction

  • These Terms of Service (“Terms”) govern your subscription to and use of the CMAX platform and associated services. For the purposes of these Terms, “CMAX” refers to CMAX and its related entities. By accessing or using CMAX’s services, you accept and agree to these Terms. If you are entering into these Terms on behalf of a legal entity, you represent that you have the authority to bind such entity to these Terms. These Terms are superseded by any specific terms outlined in the Order Form.

2. Service Description

  • CMAX is a JavaScript-based software system designed to generate dynamic content across web pages. The service requires embedding CMAX code and a unique Div ID into your web pages, managed dynamically by Area Ten.

3. Scope of License

  • CMAX grants you a non-exclusive, non-transferable license to use the software solely for your internal business purposes.
  • The license allows for the use of CMAX services as described, with no right to sublicense or distribute the software.

4. Intellectual Property Rights

  • This Agreement does not affect the ownership of any intellectual property rights existing prior to the date of this Agreement (“Background IPRs”), or those created thereafter. Area Ten Pty Ltd (“AT”), as the parent company of CMAX, retains and is the sole owner of all rights, title, and interest in the Content generated by the CMAX system and all intellectual property rights associated with the services provided.
  • Subject to the Client’s compliance with all provisions of this contract, AT grants the Client a limited, non-exclusive, non-transferable, non-sublicensable license to use the CMAX system and the Content it generates solely for CMAX pages during the term of this contract. The Client shall not copy, modify, or use the Content on any platforms or mediums other than its CMAX pages without AT’s express written permission.
  • Upon termination or expiration of this contract, the Client’s license to use the Content shall immediately cease. The Client shall promptly discontinue use of the Content and, if requested by AT, remove the Content from all locations where it may have been used.
  • The Client acknowledges and agrees that AT may collect feedback and data from various sources (e.g., Google Analytics and Google Search Console), derive or compile additional insights from its collected data, and use such information for any internal purpose, including but not limited to product development and quality control.
  • The Client hereby grants AT a non-exclusive, royalty-free license to use the Client’s name and logo, as well as trend data associated with the results from the program being run by AT, in its marketing materials, including but not limited to website, social media, and print materials.

5. Data Ownership and Security

  • You retain all rights to your data. CMAX will not access, use, or disclose your data except as necessary to provide the services or as required by law.
  • CMAX implements industry-standard security measures to protect your data. However, you acknowledge that no security measures are completely secure.

6. Limitation of Liability

  • CMAX’s liability is limited to the amount you paid for the services in the last 12 months.
  • CMAX is not liable for indirect, incidental, or consequential damages, including loss of profits or data.

7. Indemnification

  • You agree to indemnify and hold CMAX harmless from any claims, damages, or expenses arising from your use of the services, including any violation of these terms.

8. Warranties and Disclaimers

  • CMAX provides the services “as is” and disclaims all warranties, express or implied, including warranties of merchantability and fitness for a particular purpose.
  • CMAX does not warrant that the services will be uninterrupted or error-free.

9. Term and Termination

  • You may terminate the agreement with 30 days written notice prior to the end of a given 6-month contract period, otherwise, it will automatically renew for another 6 months. CMAX reserves the right to terminate your access to the services if you breach these terms. This clause is superseded by any termination terms agreed upon in the Order Form.

10. Setup Services

  • Setup Services may be included in the Order Form and are separate from the subscription services. Details and fees for Setup Services will be outlined in the Order Form.

11. Taxes

  • Prices for CMAX services exclude applicable federal, state, and local taxes. The Client is responsible for paying all taxes associated with their subscription to the services. If CMAX is required by law to collect any taxes, these will be added to the Client’s invoice and are payable by the Client, unless the Client provides a valid tax exemption certificate.

12. Force Majeure

  • CMAX will not be liable for any failure or delay in performance under this Agreement due to circumstances beyond its reasonable control, including but not limited to acts of God, natural disasters, war, terrorism, civil unrest, labor disputes, governmental actions, or failures in telecommunications or internet services. CMAX will notify the Client of any force majeure event and will make reasonable efforts to mitigate the impact on service delivery.

13. Equitable Relief

  • CMAX acknowledges that a breach of this Agreement may cause irreparable harm for which monetary damages would be inadequate. Therefore, in addition to any other remedies, CMAX shall be entitled to seek equitable relief, including injunctions and specific performance, to prevent or remedy any such breach.

14. Governing Law

  • These terms are governed by the laws of the State of Delaware, without regard to its conflict of law principles.

15. Changes to the Terms

  • CMAX reserves the right to modify these terms at any time. Changes will be effective upon posting on the CMAX platform. Continued use of the services after changes are posted constitutes acceptance of the new terms.

16. Dispute Resolution

  • Any disputes arising from these terms will be resolved through binding arbitration in Delaware, in accordance with the rules of the American Arbitration Association.

17. Confidentiality

  • Both parties agree to keep confidential any proprietary information disclosed by the other party in connection with the services, except as required by law. This confidentiality obligation does not prevent AT from using the Client’s name, logo, and trend data for marketing purposes as outlined in the Intellectual Property Rights clause.

18. Assignment

  • Neither party may assign its rights or obligations under this Agreement without the prior written consent of the other party, except in connection with a merger or sale of substantially all assets.

19. Notices

  • All notices required under this Agreement shall be in writing and deemed given upon personal delivery, two business days after mailing, or upon sending by email.

20. Severability

  • If any provision of this Agreement is held to be invalid or unenforceable by a court of competent jurisdiction, such provision shall be deemed modified to the minimum extent necessary to make it valid and enforceable. If such modification is not possible, the provision shall be severed from this Agreement, and the remaining provisions shall continue in full force and effect.