Maloo ("Maloo", "us", "we", "our") owns and operates the website located at https://www.maloo.ai ("Website"), the Maloo AI Brand Intelligence Platform (the "Platform") and provides the Maloo services described on the Website (collectively with the Website and Platform, the "Services"). These Terms of Use ("Terms") apply to all users of the Services, and other users who access, browse, and use the Services ("Users"). The terms "you" and "your" means the person or entity entering into these Terms and refers to Customers and Users collectively.
By using the Services, you indicate that you have read and accepted these Terms, which constitute a binding legal agreement between you and Maloo. If you do not accept these Terms, then do not use the Services. If you are accepting these Terms on behalf of a corporation or other entity, you represent and warrant that: (i) the individual accepting these Terms is duly authorized to accept the Terms on such entity's behalf and to bind such entity; and (ii) such entity has full power, corporate or otherwise, to enter into these Terms and perform its obligations hereunder.
Please note that the collection, use and disclosure of your personal information will be governed by the Maloo Privacy Policy.
These Terms may be amended or updated by Maloo from time to time at Maloo's sole discretion. If we make changes to these Terms, we will notify you by updating the "Last Updated" date at the top of these Terms, posting a notice on the Website or Platform, and/or by sending you an email (as appropriate). Any revisions to these Terms shall become effective thirty (30) days following the date of the notice and your continued use of the Services shall constitute your acceptance of the revised Terms.
Maloo is a brand intelligence platform that structures brand guidelines into executable systems. We provide a platform that enables organizations to define, manage, and govern brand rules, assets, and AI-assisted content across teams and workflows. If you are a Customer, the following terms apply depending on your Platform module:
Account. To use the Platform, you will be required to register for a Platform account ('Account'). You agree to (a) provide accurate, current and complete information as may be prompted by any Account registration forms ('Registration Data'); (b) maintain the security of your Account credentials; and (c) promptly update the Registration Data as necessary. If you think the security of your Account or Registration Data has been compromised, please contact us immediately. In the event of a dispute regarding the Account owner, we reserve the right to request documentation to determine Account ownership, including but not limited to a government-issued ID. If we are unable to reasonably determine the rightful Account owner, Maloo reserves the right to temporarily disable an Account until a resolution has been determined.
Authorized Users. Enterprise Customers may allow authorized users, such as employees, agents, directors, or officers ('Representatives') of Enterprise Customer, to access and use the Platform ('Authorized Users') using its Account credentials subject to the restrictions in these Terms. The applicable Account owner shall be responsible for Authorized Users' compliance with the Terms. Any act or omission relating to these Terms by any Authorized User shall be deemed an act or omission of the applicable Account owner.
User License. Subject to your compliance with these Terms, Maloo grants you a non-transferable, non-exclusive, limited license to (i) use the Website; and (ii) to access and use the Platform solely for your internal use.
Reservation of Rights. The Services, including without limitation (i) any software or code embedded in or located on the Platform; and (ii) the information and materials made available to you via the Services, are the property of Maloo and its licensors and are protected from unauthorized copying and dissemination by copyright law, trademark law, and other intellectual property laws. You acknowledge and agree that you have no right, license, or authorization with respect to any of the technology underlying the Services except as expressly set forth in these Terms. The Services are licensed to you and not sold. Nothing in these Terms gives you a right to use the Maloo names, trademarks, logos, domain names, and other distinctive brand features without Maloo's prior written consent.
User Content License. By sharing any information via the Services (including personal information, logos and trademarks) or submitting any content or links to content (collectively, 'User Content') on or through the Services, you grant Maloo (and our affiliated companies and our and their agents) a non-exclusive, royalty-free, paid-up, perpetual, irrevocable, transferable, worldwide license (with the right to sublicense) to use, copy, modify, transmit, display, distribute and otherwise exploit such User Content: (i) to the extent necessary to provide the Services and meet our obligations to you; (ii) to create aggregated and anonymized statistics and insights; and (iii) to improve the Services and other Maloo Offerings (defined below). Further, Customer grants Maloo (and our affiliated companies and our and their agents) a non-exclusive, royalty-free, paid-up, perpetual, irrevocable, transferable, worldwide license (with the right to sublicense) to use, copy, modify, transmit, display, distribute and otherwise exploit User Content on the Website and in Maloo's (and its affiliates') marketing materials to advertise that Customer is a customer of Maloo.
User Content Restrictions. You represent and warrant that you have all the rights, power, and authority necessary to grant the rights granted in these Terms to any User Content that you submit via the Services. You are solely responsible for (i) obtaining all necessary licenses, permissions, and consents to ensure User Content can be shared with Maloo as contemplated herein; (ii) the accuracy, quality, integrity, legality, reliability, and appropriateness of User Content; (iii) the consequences of submitting, posting, or publishing User Content via the Services; and (iv) ensuring that submitting, posting or publishing User Content via the Services does not violate any applicable laws. Maloo does not control or actively monitor User Content and, as such, does not guarantee the accuracy, integrity, or quality of User Content. Although Maloo does not monitor all User Content, we reserve the right to edit, modify or remove any User Content or refuse to host or distribute any User Content which we reasonably consider to be in breach of applicable laws or our policies.
Feedback. If you provide Maloo with any suggestions, comments or other feedback relating to any aspect of the Services ('Feedback'), Maloo may use and incorporate such Feedback in the Services or in any other Maloo products or services (collectively, 'Maloo Offerings'). Accordingly, you agree that: (i) Maloo is not subject to any confidentiality obligations in respect to the Feedback; (ii) the Feedback is not Confidential Information of you or any third party and you have all of the necessary rights to disclose the Feedback to Maloo; (iii) Maloo may freely use, reproduce, publicize, license, distribute, and otherwise commercialize Feedback in any Maloo Offerings; and (iv) you are not entitled to receive any compensation or re-imbursement of any kind from Maloo in respect of the Feedback.
Usage Data. We may collect and process certain statistical and technical information that is generated when you use the Services ('Usage Data'). You grant Maloo a non-exclusive, royalty-free, paid-up, perpetual, irrevocable, transferable, worldwide license to use, copy, modify, transmit, display, distribute and otherwise exploit such Usage Data to (i) create aggregate statistics; (ii) analyze market trends; (iii) develop or improve the Services; and (iv) for benchmarking purposes.
Our Rights. Maloo reserves the right, at all times and at its sole discretion (but will have no obligation), to terminate or reclaim Accounts, or to limit an Account's access to some or all aspects of the Platform. We also reserve the right to access, read, preserve, and disclose any information available to us via the Services that we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce these Terms, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of our Users and the public.
User Restrictions. In using the Services, you shall not: (i) copy any information, materials, or User Content unless expressly permitted to do so herein; (ii) upload, submit or otherwise make available any materials or User Content through the Services that is unlawful, harmful, threatening, abusive, harassing, tortuous, defamatory, vulgar, obscene, pornographic, libelous, invasive of a third party's rights, hateful, or racially or ethnically objectionable; (iii) impersonate any person or entity; (iv) interfere with or disrupt the Services; (v) intentionally or unintentionally violate any applicable local, state, provincial, national or international law or regulation; (vi) license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Services; (vii) modify, translate, make derivative works of, disassemble, decompile, reverse compile or reverse engineer any part of the Services; or (viii) create more than one Account to circumvent the restrictions set out herein.
Competitors. No employee, independent contractor, agent, affiliate, or representative of any business or organization that offers a product or service that competes with Maloo is permitted to view, access, or use any portion of the Services without express written permission from Maloo.
Except as otherwise stated in a Services Agreement or any invoice issued to you by Maloo, the terms regarding fees charged by Maloo for use of the Services, including Subscription Fees ('Fees') are as follows:
Fees. Users are not charged Fees for accessing and using some aspects of the Services. Users wishing to become Customers and to access the Platform shall be set out in the applicable Services Agreement.
Invoicing; Late Payments. Invoiced Fees shall be due and payable in full within thirty (30) days after the date of the invoice. Any invoiced and uncontested Fees not paid within such 30-day period shall be subject to interest at the lesser of: (i) 1.5% per month; or (ii) the maximum allowed by applicable law.
Taxes. All Fees are exclusive of any taxes, duties or levies assessed by applicable governmental authorities. All such taxes, duties, and levies (exclusive of any taxes based upon Maloo's net income) shall be assumed by and paid for by you, not Maloo.
Suspension of Service. If any of your unpaid and uncontested invoiced Fees are thirty (30) days or more overdue, in addition to any of its other rights or remedies, Maloo reserves the right to suspend your access to the Services until such amounts are paid in full.
Definition of Confidential Information. 'Confidential Information' means all confidential and proprietary information of a party (the 'Disclosing Party') disclosed to the other party (the 'Receiving Party') in connection with the Services, whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure.
Confidentiality; Protection. The Receiving Party shall not disclose or use any Confidential Information of the Disclosing Party for any purpose outside the scope of these Terms, except with the Disclosing Party's prior written permission.
Compelled Disclosure. If the Receiving Party is compelled by law to disclose Confidential Information of the Disclosing Party, it shall provide the Disclosing Party with prior notice of such compelled disclosure (to the extent legally permitted).
Remedies. If the Receiving Party discloses or uses (or threatens to disclose or use) any Confidential Information of the Disclosing Party in breach of these Terms, the Disclosing Party shall have the right, in addition to any other remedies available to it, to seek injunctive relief to enjoin such acts.
GENERAL. THE SERVICES ARE PROVIDED "AS IS" AND Maloo DOES NOT WARRANT THAT THE SERVICES WILL MEET YOUR SPECIFIC REQUIREMENTS, THAT THE SERVICES WILL BE UNINTERRUPTED, SECURE OR ERROR-FREE, THAT RESULTS OBTAINED FROM THE SERVICES WILL BE ACCURATE OR RELIABLE OR THAT ANY ERRORS IN THE SERVICES WILL BE CORRECTED. Maloo SPECIFICALLY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EITHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY OR FITNESS FOR A PARTICULAR PURPOSE.
THIRD-PARTY SERVICES. Maloo DOES NOT WARRANT, ENDORSE, GUARANTEE, PROVIDE ANY CONDITIONS OR REPRESENTATIONS, OR ASSUME ANY RESPONSIBILITY FOR ANY THIRD-PARTY SERVICES OR YOUR USE OR RELIANCE THEREON.
Indemnification Requirements. To the extent permitted under applicable law, you shall, at your own expense, indemnify and hold Maloo and its subsidiaries, affiliates, Representatives, successors and assigns ('Indemnified Parties') harmless from all claims, actions, proceedings, demands, damages, losses, costs, and expenses (including reasonable attorneys' fees), resulting directly or indirectly from your use of the Services, any User Content you submit, or your breach of these Terms.
Indemnification Conditions. Maloo will provide notice to you of any claim, suit, or proceeding requiring indemnification. Maloo reserves the right to assume the exclusive defense and control of any matter which is subject to indemnification under Section 11, and you agree to cooperate with any reasonable requests assisting Maloo's defense of such matter.
Termination by You. You may terminate these Terms at any time and for any reason by contacting us at info@maloo.ai. Following termination, you acknowledge and agree that we may permanently delete your Account and all data associated with it.
Termination by Maloo. Maloo may, under certain circumstances and without prior notice, immediately terminate your ability to access the Services or portions thereof. Cause for termination shall include, but not be limited to: (i) breaches or violations of these Terms; (ii) requests by law enforcement or other government agencies; (iii) a request by you; (iv) discontinuance or material modification to Services; or (v) unexpected technical, security or legal issues.
Effect of Termination. Your rights to use and access the Services and all licenses granted by Maloo to you herein will immediately end upon termination. Termination shall not release you from payment of any unpaid Fees incurred on and up to the date of termination.
Jurisdiction. Any dispute or claim arising out of or in connection with Services will be governed and interpreted by and under the laws of Ontario, Canada without giving effect to any conflict of laws principles. Subject to Section 14(b), you irrevocably and unconditionally submit to the exclusive jurisdiction of the courts of Toronto, Ontario.
Dispute Resolution. You and Maloo shall use all reasonable endeavors to discuss and resolve any dispute which may arise out of or in connection with these Terms. If the dispute cannot be resolved within ten (10) business days, you and Maloo will attempt to settle it in good faith by mediation administered by ADR Chambers in Toronto, Ontario.
Time Limitation. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or these Terms must be filed within one (1) year after such claim or cause of action arose or be forever barred.