Terms of Use

MAGNET CONSULTING ASSOCIATES LIMITED (MCAL) TERMS OF USE FOR MAT SMART SHOP

Thank you for selecting the services offered by MCAL and/or its subsidiaries and affiliates (referred to as "MCAL", "we", "our" or "us"). Please review these Terms of Service Agreement. This is a legal agreement between you and MCAL. By clicking “I Agree” or installing our software across all platforms, you indicate acceptance to this agreement otherwise you may not use our products and services.

Section A

GENERAL TERMS

1. AGREEMENT

This Agreement describes the terms governing your use of MCAL products and services. It includes by reference:

  • Additional terms and conditions, which may include those from third parties.
  • Any terms provided separately to you for the Services, including product or program terms, ordering, activation, payment terms, data processing agreements, etc.

You must be at least 18 years of age to use our Services. By accessing or using our Services you agree that:

  • You can form a binding contract with MCAL;

  • You are not a person who is prohibited from receiving the Services under the laws of the United States, England, Wales, or any other applicable jurisdiction; and
  • You will comply with this Agreement and all applicable local, state, national, and international laws, rules, and regulations.

2. YOUR RIGHTS TO USE THE SERVICES

2.1 The Services are protected by copyright, trade secret, and other intellectual property laws. You are only granted the right to use the Services and only for the purposes described by MCAL. MCAL reserves all other rights in the Services. Prior to termination of this Agreement and as long as you meet any applicable payment obligations and comply with this Agreement, MCAL grants to you a personal, nonexclusive, nontransferable right and license to use the Services.

2.2 You agree not to use, nor permit any third party to use, the Services in a manner that violates any applicable law, regulation or this Agreement. You agree you will not:

  • Provide access to or give any part of the Services to any third party.

  • Reproduce, modify, copy, sell, trade, lease, rent or resell the Services.
  • Decompile, disassemble, or reverse engineer the Services.

  • Make the Services available on any file-sharing or application hosting service.

3. PAYMENT

For Services offered on a payment or subscription basis, the following terms apply, unless MCAL or its third party affiliate notifies you otherwise in writing. This Agreement also incorporates by reference and includes program ordering and payment terms provided to you on the website for the Services:

a. Payments will be billed to you in Naira, U.S. dollars, or other currencies which may be made available and your account will be debited when you subscribe and provide your payment information, unless stated otherwise in the program ordering or payment terms on the website for the Services.

b. You must pay with one of the following:

1. A valid debit card acceptable to MCAL;

2. A valid credit card acceptable to MCAL;

3. Sufficient funds in a checking or savings account to cover an electronic debit of the payment due;
or

4. By another payment option MCAL provides to you in writing.

c. If your payment and registration information is not accurate, current, and complete and you do not notify us promptly when such information changes, we may suspend or terminate your account and refuse any use of the Services.

d. If you do not notify us of updates to your payment method (e.g., credit card expiration date), to avoid interruption of the Services, we may participate in programs supported by your card provider (e.g., updater services, recurring billing programs, etc.) to try to update your payment information, and you authorize us to continue billing your account with the updated information that we obtain.


4. USE WITH YOUR MOBILE DEVICE

Use of these Services may be available through a compatible mobile device, Internet access and may require software. You agree that you are solely responsible for these requirements, including any applicable changes, updates and fees as well as the terms of your agreement with your mobile device and telecommunications provider.

MCAL MAKES NO WARRANTIES OR REPRESENTATIONS OF ANY KIND, EXPRESS, STATUTORY OR IMPLIED AS TO:

i. THE AVAILABILITY OF TELECOMMUNICATION SERVICES FROM YOUR PROVIDER AND ACCESS TO THE SERVICES AT ANY TIME OR FROM ANY LOCATION;

ii. ANY LOSS, DAMAGE OR SECURITY INTRUSION OF THE TELECOMMUNICATION SERVICES; AND

iii. ANY DISCLOSURE OF INFORMATION TO THIRD PARTIES OR FAILURE TO TRANSMIT ANY DATA, COMMUNICATIONS OR SETTINGS CONNECTED WITH THE SERVICES.

5. DATA PROCESSING AND PRIVACY

Data Processing and Privacy. (a) MCAL is the controller of the personal information it processes about you when you use the Services and (b) You acknowledge that MCAL will process your personal information as described in our Privacy Statement when you use our Services.

6. CONTENT AND USE OF OUR SERVICES

6.1 Responsibility for Content and Use of the Services.

a. Content includes any data, information, materials, text, graphics, images that are uploaded, transmitted, posted, generated, stored or otherwise made available through the Services ("Content"), which will include without limitation any Content that account holders (including you) provide through your use of the Services. You must provide all required and appropriate warnings, information and disclosures. MCAL is not responsible for any of your Content that you submit through the Services.

b. You agree not to use, nor permit any third party to use, the Services to upload, post, distribute, link to, publish, reproduce, engage in, promote or transmit any of the following:

i. Illegal, fraudulent, defamatory, obscene, pornographic, profane, threatening, abusive, hateful, harassing, offensive, inappropriate or objectionable information.

ii. Content that would impersonate someone else or falsely represent your identity or qualifications, or that may constitute a breach of any individual’s privacy; is illegally unfair or deceptive, or creates a safety or health risk to an individual or the public;

iii. Except as permitted by MCAL in writing, investment opportunities, solicitations, chain letters, pyramid schemes, other unsolicited commercial communication or spamming or flooding;

iv. Any Content that you do not own or have the right to use without permission from the intellectual property rights owners thereof.

6.2 Restricted Use of the Services.

a. You shall not, and shall not permit any users of the Services or any other party to, engage in, solicit, or promote any activity that is objectionable or may be illegal, violates the rights of others, is likely to cause notoriety, harm or damage to the reputation of MCAL or could subject MCAL to liability to third parties, including: (i) unauthorized access, monitoring, interference with, or use of the Services or third party accounts, data, computers, systems or networks; (ii) interference with others’ use of the Services or any system or network, including mail bombing, broadcast or denial of service attacks; (iii) unauthorized collection or use of personal or confidential information, including phishing, pharming, spidering, and harvesting; (iv) viewing or other use of any Content that, in MCAL’s opinion, is prohibited under this Agreement; (v) any other activity that places MCAL in the position of fostering, or having potential or actual liability for, illegal activity in any jurisdiction; or (vi) attempting to probe, scan, penetrate or test the vulnerability of an MCAL system or network or to breach MCAL’s security or authentication measures, whether by passive or intrusive techniques. MCAL reserves the right to not authorize and may terminate your use of the Services based on reasonable suspicion of your activities, business, products or services that are objectionable or promote, support or engage in any of the restricted uses described above.

6.3 -Community forums. The Services may include a community forum or other social features to exchange Content and information with other users of the Services and the public. MCAL does not support and is not responsible for the Content in these community forums. Please use respect when you interact with other users. Do not reveal information that you do not want to make public. Users may post hypertext links to content of third parties for which MCAL is not responsible.

6.4 MCAL may freely use feedback you provide. You agree that MCAL may use your feedback, suggestions, or ideas in any way, including in future modifications of the Services, other products or services, advertising or marketing materials. You grant MCAL a perpetual, worldwide, fully transferable, sublicensable, non-revocable, fully paid-up, royalty free license to use the feedback you provide to MCAL in any way.

6.5 MCAL may monitor Content. MCAL may, but has no obligation to, monitor access to or use of the Services or Content or to review or edit any Content for the purpose of operating the Services, to ensure compliance with this Agreement, and to comply with applicable law or other legal requirements. We may disclose any information necessary to satisfy our legal obligations, protect MCAL or its customers, or operate the Services properly. MCAL, in its sole discretion, may refuse to post, remove, or refuse to remove, or disable any Content, in whole or in part, that is alleged to be, or that we consider to be unacceptable, undesirable, inappropriate, or in violation of this Agreement.

7. ADDITIONAL TERMS

7.1 MCAL does not give professional advice. Unless specifically included with the Services, MCAL is not in the business of providing legal, financial, accounting, tax, health care, real estate or other professional services or advice. Consult the services of a competent professional when you need this type of assistance.

7.2 We may tell you about other MCAL Services. You may be offered other services, products, or promotions by MCAL. Additional terms and conditions and fees may apply. With some MCAL Services you may upload or enter data from your account(s) such as names, addresses and phone numbers, purchases, etc., to the Internet.

7.3 Communications. MCAL may be required by law to send you communications about the Services or third party products. You agree that MCAL may send these communications to you via email or by posting them on our websites

7.4 You will manage your passwords and accept updates. You are responsible for securely managing your password(s) for the Services and to contact MCAL if you become aware of any unauthorized access to your account. The Services may periodically be updated with tools, utilities, improvements, third party applications, or general updates to improve the Services. You agree to receive these updates.

8. DISCLAIMER OF WARRANTIES

8.1 YOUR USE OF THE SERVICES, SOFTWARE, AND CONTENT IS ENTIRELY AT YOUR OWN RISK. EXCEPT AS DESCRIBED IN THIS AGREEMENT, THE SERVICES ARE PROVIDED "AS IS." TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MCAL, ITS AFFILIATES, AND ITS AND THEIR THIRD PARTY PROVIDERS, LICENSORS, DISTRIBUTORS OR SUPPLIERS (COLLECTIVELY, "SUPPLIERS") DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING ANY WARRANTY THAT THE SERVICES ARE FIT FOR A PARTICULAR PURPOSE, TITLE, MERCHANTABILITY, DATA LOSS, NON-INTERFERENCE WITH OR NON-INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS, OR THE ACCURACY, RELIABILITY, QUALITY OF CONTENT IN OR LINKED TO THE SERVICES. MCAL AND ITS AFFILIATES AND SUPPLIERS DO NOT WARRANT THAT THE SERVICES ARE SECURE, FREE FROM BUGS, VIRUSES, INTERRUPTION, ERRORS, THEFT OR DESTRUCTION.

8.2 MCAL, ITS AFFILIATES AND SUPPLIERS DISCLAIM ANY REPRESENTATIONS OR WARRANTIES THAT YOUR USE OF THE SERVICES WILL SATISFY OR ENSURE COMPLIANCE WITH ANY LEGAL OBLIGATIONS OR LAWS OR REGULATIONS.

9. LIMITATION OF LIABILITY AND INDEMNITY. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE ENTIRE LIABILITY OF MCAL, ITS AFFILIATES AND SUPPLIERS FOR ALL CLAIMS RELATING TO THIS AGREEMENT SHALL BE TO THE AMOUNT YOU PAID FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO SUCH CLAIM. SUBJECT TO APPLICABLE LAW, MCAL, ITS AFFILIATES AND SUPPLIERS ARE NOT LIABLE FOR ANY OF THE FOLLOWING: (A) INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE OR CONSEQUENTIAL DAMAGES; (B) DAMAGES RELATING TO FAILURES OF TELECOMMUNICATIONS, THE INTERNET, ELECTRONIC COMMUNICATIONS, CORRUPTION, SECURITY, LOSS OR THEFT OF DATA, VIRUSES, SPYWARE, LOSS OF BUSINESS, REVENUE, PROFITS OR INVESTMENT, OR USE OF SOFTWARE OR HARDWARE THAT DOES NOT MEET MCAL SYSTEMS REQUIREMENTS. THE ABOVE LIMITATIONS APPLY EVEN IF MCAL AND ITS AFFILIATES AND SUPPLIERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS AGREEMENT SETS FORTH THE ENTIRE LIABILITY OF MCAL, ITS AFFILIATES AND YOUR EXCLUSIVE REMEDY WITH RESPECT TO THE SERVICES AND ITS USE.

You agree to indemnify and hold MCAL and its Affiliates and Suppliers harmless from any and all claims, liability and expenses, including reasonable attorneys' fees and costs, arising out of your use of the Services or breach of this Agreement (collectively referred to as "Claims"). MCAL reserves the right, in its sole discretion and at its own expense, to assume the exclusive defense and control of any Claims. You agree to reasonably cooperate as requested by MCAL in the defense of any Claims.

10. CHANGES. We reserve the right to modify this Agreement, in our sole discretion, at any time, and the modifications will be effective when posted through our Services or on our website for the Services or when we notify you by other means. We may also change or discontinue the Services, in whole or in part. It is important that you review this Agreement whenever we modify it because your continued use of the Services indicates your agreement to the modifications.

11. TERMINATION. MCAL may, in its sole discretion and without notice, restrict, deny, terminate this Agreement or suspend the Services, related or other Services, effective immediately, in whole or in part, if we determine that your use of the Services violates the Agreement, is improper or substantially exceeds or differs from normal use by other users, raises suspicion of fraud, misuse, security concern, illegal activity or unauthorized access issues, to protect the integrity or availability of the Services or systems and comply with applicable MCAL policy, if you no longer agree to receive electronic communications, or if your use of the Services conflicts with MCAL’s interests or those of another user of the Services. Upon MCAL notice that your use of the Services has been terminated you must immediately stop using the Services and any outstanding payments will become due. Any termination of this Agreement shall not affect MCAL’s rights to any payments due to it. MCAL may terminate a free account at any time. Sections 2.2, 3 through 15 will survive and remain in effect even if the Agreement is terminated.


12. GOVERNING LAW AND JURISDICTION. This Agreement will be governed by the laws of the Federal Republic of Nigeria and relevant or concerned international courts. You acknowledge that your breach (or an apprehension of breach) of any provisions of this Agreement, or any infringement (or apprehension of infringement) of MCAL’s or its Suppliers’ intellectual property rights may cause MCAL irreparable damage for which recovery of money damages would be inadequate. Accordingly, you agree that MCAL shall be entitled, in addition to any other remedies available to it, to seek (in any court of competent jurisdiction) any relief (whether equitable or otherwise) to prevent or restrain any such breach or apprehended breach by you or otherwise to protect MCAL’s rights under this Agreement. The parties hereby submit to the exclusive jurisdiction of the courts of the Federal Republic Republic of Nigeria and you agree that you will procure that any third party making a claim against MCAL arising out of this Agreement shall bring such claim exclusively in the Nigerian courts and relevant international courts and subject to the limitations and exclusions of liabilities provided for in this Agreement.

MCAL does not guarantee that the Services and/or content within the Services is appropriate or available for use in all jurisdictions or countries. However, users are at liberty to use our software if it applicable to their business. You are responsible for compliance with all applicable laws pertaining to your use and access to the Services in your jurisdiction.

13. LANGUAGE. Any translation of this Agreement is done for local requirements and in the event of a dispute between the English and any non-English version, the English version of this Agreement shall govern. In the event of a dispute the parties confirm that they have requested that this Agreement and all related documents be drafted in English.

14. GENERAL. This Agreement, including the Additional Terms below, is the entire agreement between you and MCAL regarding its subject matter and replaces all prior understandings, communications and agreements, oral or written, regarding its subject matter. If any court of law, having the jurisdiction, rules that any part of this Agreement is invalid, that section will be removed without affecting the remainder of the Agreement. The remaining terms will be valid and enforceable. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. You may not assign or transfer this Agreement to anyone without written approval of MCAL. However, MCAL may assign or transfer this Agreement without your consent to (a) an affiliate, (b) a company through a sale of assets by MCAL or (c) a successor by merger. Any assignment in violation of this Section shall be void. If you want to request a transfer of this Agreement, contact MCAL via an email to: info@matsmartshop.com

April 2019

Section B

ADDITIONAL TERMS AND CONDITIONS FOR THE SERVICES

Your use of the Services provided by MCAL are subject to the general Terms of Service above including these Additional Terms and Conditions which govern your use of the Services indicated below. To the extent of any conflict or inconsistency with the general Terms of Service above, these Additional Terms and Conditions shall prevail.

Mat Smart shop Supplemental Agreement and Terms of Service

Thank you for selecting “Mat Smart Shop” Service. This licence agreement in addition to the MCAL Terms of Service (the “Agreement”) is a legal agreement between the User, a single legal entity identified in the registration process provided as part of the start-up process (“User”, “you”), and MCAL Inc. and/or its subsidiaries and affiliates (“MCAL,” “we”, “our” or “us”).

By selecting “ACCEPT,” You indicate that you have read and understood, and assent to be bound by, the terms of this Agreement. If the person selecting “ACCEPT” is an individual working for you (“Agent”), such person is agreeing to the terms and conditions of this Agreement on behalf of you and represents and warrants to MCAL that he/she has full power and authority to enter into this Agreement on your behalf.

If you do not agree to the terms of the Agreement, you are not granted any rights whatsoever in the Services. If you are not willing to be bound by these terms and conditions, you should not select “ACCEPT,” or download the software and may not access or otherwise use the MAT SMART HOP Service.

1. SERVICES . Each of the following products and services are referred to in this Agreement as a “Service” and together as the “Services”:

1.1. Mat Smart shop. Mat Smart shop (“MAT SMART SHOP”) is an online solution for businesses to perform accounting and business tasks through an online account (each a “MAT SMART SHOP Account”). Each MAT SMART SHOP Account may only be used to support one business.

1.2. Modification to Services. We have the right, in our sole discretion, to revise, update, or otherwise modify the Services or alter your access to the Services; and for material changes, to the extent reasonably possible, we will provide you with reasonable notice either posted on the website hosting the Services or to the Administrator’s (as defined below) email address. Note that we may modify the amount of storage space you have through the Services and the number of times (and the maximum duration for which) you may access the Services in a given period of time. In the event we need to maintain the security of the system or comply with any laws or regulations, we reserve the right to modify the Services immediately, and to provide the Administrator with electronic or written notice within thirty (30) days after any material modifications. You may reject any changes to the Services by discontinuing use of the Services to which such changes relate. Your continued use of the Services will constitute your acceptance of and agreement to such changes.

2. SUBSCRIPTIONS AND USERS

The MAT SMART SHOP Service is licenced on a monthly or yearly subscription basis, as selected by you or your agent as the user.

Additional Payment Terms.

Users outside the Federal Republic of Nigeria: Under this Agreement, the payment processing services for goods and/or services purchased on the MAT SMART SHOP software are provided by PAYPAL on behalf of MCAL and depending on the type of payment method used for the purchase of the products and/or services

3. TRIAL PERIOD AND BETA FEATURES

The trial period of the MAT SMART SHOP software lasts for 14 days. Upon expiration of the trial period, access to the functionalities of the software is restricted until a subscription is purchased by the user. In addition, subscriptions to the MAT SMART SHOP service can be made on a monthly, quarterly and yearly basis.

From time to time, MCAL may, at its sole discretion, include new and/or updated beta features (“Beta Features”) in the MAT SMART SHOP Service for your use and which permit you to provide feedback. You understand and agree that your use of the Beta Features is voluntary and MCAL is not obligated to provide you with any Beta Features. You understand that once you use the Beta Features, you may be unable to revert back to the earlier non-beta version of the same or similar feature. Additionally, if such reversion is possible, you may not be able to return or restore data created within the Beta Feature back to the earlier non-beta version. The Beta Features are provided on an “as is” basis and may contain errors or inaccuracies that could cause failures, corruption or loss of data and/or information from any connected device. You acknowledge and agree that all use of the Beta Features is at your sole risk.

4. PERMITTED DISCLOSURES AND USE OF DATA. You acknowledge and agree that in order to provide you with access to and use of the MAT SMART SHOP Services, MCAL may provide your access information and account data to (i) your employee or agent who is identified in the registration data as the current system administrator for your account (the “Current Administrator”), and (ii) such other employee or agent who may be designated by you as a replacement administrator for your account by following the procedures required by MCAL to effect such replacement. Any other person You identified as an authorized user of the MAT SMART SHOP Services will have access to the account data subject to the access permissions you or the system administrator assigned to them.

5. PERSONAL INFORMATION.

5.1 The terms "Controller," "Processor," " data subject," "personal data (also referred to as Personal Information in the Agreement) " and "processing" (and "process") shall have the meanings given in the data protection and data privacy laws of the Federal Republic of Nigeria and other concerned and/or relevant international courts.

5.2 Our Role.

5.2.1 Mat Smart Shop users making use of our software and providing personal information and other necessary input where necessary, we are a Controller of the Personal Information and other data you provide through and whilst using our service.

5.3 Personal Information. You represent and warrant to us that:

5.3.1 You will provide appropriate notice and have obtained (or will obtain) all consents and rights necessary for us to Process the Personal Information in accordance with this Agreement and our Privacy Statement ;

5.3.2 If you are providing Personal Information to us that you do not own or that does not originate from you, you agree that you have either provided the data subject notice or received permission from the data subject and have the appropriate legal basis, as required by applicable law, for us to: (a) use, and/or disclose the personal information in accordance with our Privacy Statement , (b) move the data outside of the country of residence of such owner of the personal data, if applicable, pursuant to our Privacy Statement, (c) provide the Personal Information to Third Party Products that you approve and (d) otherwise use and disclose the personal information in accordance with this Agreement; and

5.3.3 If there is any discrepancy between this Agreement and the MCAL Privacy Statement with respect to the collection, use, and/or disclosure of the personal information, the Privacy Statement will control. You further acknowledge and agree that MCAL may provide data in your account to any Additional Users to which that data is applicable or personal to.

5.4 Public Content.

As a User you may have the opportunity to share your data, Content, or ways in which you aggregate data (“Account Content”) with other Users, other MCAL customers, and other third parties. When sharing any Account Content, you agree not to share any confidential information. If you have the option of accessing another User’s Account Content, you understand and agree that the Account Content is being provided by the User, and not MCAL, for information and guidance purposes only, and MCAL and such User are not responsible in any way for your use of the Account Content.

5.5 Telephone numbers.

You may provide us with your telephone number as part of your customer record or registration or via other methods. You understand and agree that MCAL may use your telephone number for "multi-factor authentication” (“MFA"), to confirm your identity and help protect the security of your account. Part of the MFA identity verification process may involve MCAL sending text messages containing security codes to your telephone number. You agree to receive these texts from MCAL containing security codes as part of the MFA process. In addition, you agree that MCAL may send automated text messages and pre-recorded voice messages to the telephone number you provide for other purposes, including: providing you with important critical notices regarding your use of the Services, or fulfilling a request made by you through the Services. Additionally, MCAL may use your telephone number to contact you about special offers or other MCAL or third party products or services unless you opt out of such marketing. With MFA, you also agree and consent to us obtaining and using information from your mobile phone service provider, solely for the purposes of verifying your identity and to compare information you have provided to MCAL (such information may include from your mobile phone service provider account record: your name, address, email, customer type, customer role, billing type, mobile device identifiers (IMSI and IMEI) and other mobile phone subscriber details).


6. ONLINE DATA TRANSFER (NOT APPLICABLE TO VERSIONS THAT DO NOT INCLUDE ACCESS TO THE ONLINE DATA TRANSFER FEATURE).

You may have the option for MCAL to transfer your data files from the MAT SMART SHOP Service in order to facilitate certain interoperability, data integration, and data access between the MAT SMART SHOP Service and certain supported ancillary services (the “Ancillary Services”) you may sign up for and use in connection with the MAT SMART shop Service (the “Online Data Transfer”). In order for you to select the Online Data Transfer option, you must (i) have registered select versions of the MAT SMART shop Service, (ii) have Internet access, (iii) have an active subscription to the MAT SMART shop Service; and (iv) and may need to be an active subscriber to the Ancillary Services. If you select the Online Data Transfer option, a copy of all or part of your company data files will be transferred via the Internet to MCAL’s servers; where you grant MCAL the right and license to (i) host and maintain your data, (ii) use and transfer your data to the Ancillary Services and (iii) reformat and manipulate your data as reasonably necessary for the data to function with the Ancillary Services. Your original data files will remain in the MAT SMART shop Service. If you sign up for any Ancillary Services that support Online Data Transfer, you will have the option to request that MCAL send your data to any of those supported Ancillary Services. If a supported Ancillary Service is provided by a third party, you may authorize MCAL to transfer your data to and from the third party provider to enable provision of the Ancillary Services to you. MCAL will support and maintain the data transfer service as part of the MAT SMART SHOP Service. You agree that the third party provider may transfer your data from the Ancillary Service to MCAL, and that, MCAL may use such data subject to the terms of this Agreement. You agree and acknowledge that MCAL has no control over any third party provider or any third party Ancillary Services. Your use of the Ancillary Service is subject to additional third party terms and conditions. Please carefully review their terms and conditions, including privacy policy. If you do not agree with their terms and policies, you should not use or access the third party Ancillary Service and you should not authorize the Online Data Transfer to the third party Ancillary Service. .

7. MAT SMART SHOP SERVICE USE, STORAGE AND ACCESS. MCAL shall have the right, in its sole discretion and with reasonable notice posted on the MAT SMART SHOP Service software and/or sent to you at the Current Administrator’s email address provided in the Registration Data, to revise, update, or otherwise modify the MAT SMART SHOP Service and establish or change limits concerning use of the MAT SMART SHOP Online Service, temporarily or permanently, including but not limited to (i) the amount of storage space you have on the MAT SMART SHOP Service at any time, and (ii) the number of times (and the maximum duration for which) you may access the MAT SMART shop Service in a given period of time. MCAL reserves the right to make any such changes effective immediately to maintain the security of the system or User Access Information or to comply with any laws or regulations, and to provide you with electronic or written notice within thirty (30) days after such change. You may reject changes by discontinuing use of the MAT SMART SHOP Service to which such changes relate. Your continued use of the MAT SMART SHOP Service will constitute your acceptance of and agreement to such changes. MCAL may, from time to time, perform maintenance upon the MAT SMART SHOP Service resulting in interrupted service, delays or errors in the MAT SMART SHOP Service. MCAL will attempt to provide prior notice of scheduled maintenance but cannot guarantee that such notice will be provided.

8. CANCELLATION. Upon cancellation you will be able to access the MAT SMART SHOP Service only through the end of the subscription term, as specified in the product or product program pages. After the subscription term ends, you will not have any access to the MAT SMART SHOP Service. There are no refunds upon cancellation. Please follow product instructions to cancel your account.

9. SOCIAL MEDIA SITES. MCAL may provide experiences on social media platforms such as Facebook®, Twitter® and LinkedIn® that enable online sharing and collaboration among anyone who has registered to use them. Any content you post, such as pictures, information, opinions, or any Personal Information that you make available to other participants on these social platforms, is subject to the Terms of Use and Privacy Policies of those platforms. Please refer to those social media platforms to better understand your rights and obligations with regard to such content.

10. THIRD PARTY PRODUCTS AND SERVICES. MCAL may tell you about third party products or services, including via the Service. MCAL may offer products and services on behalf of third parties who are not affiliated with MCAL (“Third Party Products”) and/or provide access or links to third party websites ("Third Party Sites"). If you decide to use any Third Party Products or access any Third Party Sites, you are solely responsible for your selection, review of separate product terms, website terms and privacy policies. . MCAL is not affiliated with these Third Party Products or Third Party Sites and does not endorse or recommend Third Party Products even if such products are marketed or distributed via our products, website or associated with MCAL in any way. You agree that third parties, and not MCAL, are solely responsible for the Third Party Product’s performance (including technical support), the content on their websites and their use or disclosure of your data. MCAL will not be liable for any damages, claims or liabilities arising from third parties, Third Party Products or Third Party Sites.

You agree that you will (i) comply with all applicable laws, regulation and ordinances; (ii) not use the Third Party Products in any manner that would infringe or violate the rights of MCAL or any other party; and (iii) not use the Third Party Products in any way in furtherance of criminal, fraudulent or other unlawful activity.

Compliance with preservation orders . MCAL accepts no liability to you under this Agreement, or otherwise at law, for compliance by MCAL with any order or notice, whether issued to MCAL or to you, and whether issued by any court, tribunal, regulatory authority, arbitral tribunal or any body or authority exercising judicial, quasi-judicial, regulatory, or arbitral power or authority, requiring the preservation of any data, information documents or Content (a “Preservation Order”). To the extent that a Preservation Order has been issued to you, you acknowledge that you are solely responsible for your compliance with it.