Software

You shall not engage in the copying, modification, reverse engineering, decomplication, or disassembly of the software beyond the limits prescribed by law. Apart from the restricted license granted herein, MarseilleInc. and its suppliers retain complete rights, ownership, and interest in all worldwide intellectual property rights integrated into the products, services, and software. All other rights are reserved by MarseilleInc.

You recognize and consent to the fact that the technology integrated into the creation of the product represents valuable trade secrets, intellectual property, and technical expertise owned by MarseilleInc. To the extent that you access any of these trade secrets and/or intellectual property through authorized product use, you shall not disclose them to any third party. MarseilleInc. products are also safeguarded by one or more patents.

Pursuant to the terms and conditions outlined in this agreement, MarseilleInc. extends to you a personal, global, non-exclusive, and non-transferable license (without sublicensing rights) for: (1) utilizing the software embedded within the product for the sole purpose of operating the product and associated services, and (2) employing the MarseilleInc. application portion (or portions) of the software on any personal computer or mobile device owned or controlled by you during the designated period. You are prohibited from transferring the software to any other computer or uninstalling it from the product.

1.   MarseilleInc. is dedicated to complying with both U.S. and international copyright laws. By accepting the terms of this agreement, you are also committing to this 
2. compliance.
3. Furthermore, you consent to indemnify MarseilleInc. and its licensors and shield them from all claims, lawsuits, losses, damages, liabilities, expenses, and costs incurred by MarseilleInc. or its affiliated licensors due to your failure to adhere to the provisions outlined in this section.
4. You acknowledge that unauthorized copying or distribution of MarseilleInc.’s content or any other accessible content through the product ("Content") is strictly prohibited under copyright laws. You agree that you will not engage in direct or indirect copying or distribution of any content without obtaining explicit written permission from the copyright owner(s).

Customers Data Protection and their Privacy

MarseilleInc. has meticulously crafted a Privacy Policy to provide you with comprehensive insights into our procedures concerning the collection, utilization, disclosure, and safeguarding of the personal data managed by MarseilleInc.  

By availing yourself of MarseilleInc.'s products and/or services, you are explicitly consenting to adhere to the conditions outlined in the Privacy Policy. Your personal data will consistently be handled in strict accordance with MarseilleInc.'s Privacy Policy. We emphasize the importance of thoroughly reviewing and comprehending the provisions detailed in the Privacy Policy.

Should you have any inquiries or require further clarification regarding our Privacy Policy, please do not hesitate to reach out to us at the following address: support@MarseilleInc.com.

Your consumer statutory rights will not be affected by limitations herein

To the fullest extent allowed by the law, MarseilleInc. and its suppliers shall not under any circumstances be liable for any damages, including but not limited to, incidental, special, consequential, punitive, or indirect damages, such as, for example, data loss, loss of profits, business interruption, loss of work information, or any other financial loss arising from the use (or inability to use) the product and/or services, regardless of the cause and under any theory of liability.

Under no circumstances will MarseilleInc.'s total liability to you for any reason or multiple reasons arising out of the product exceed the amount paid by you for the product, unless otherwise required by law.

The restrictions outlined herein will remain in effect, irrespective of whether MarseilleInc., its suppliers, or its dealers have been informed of the potential for such damages or the nature of your intended use. These constraints remain applicable even if the primary objective of any limited remedy proves unsuccessful. You recognize that these limitations constitute a fair distribution of risk.

Please carefully review this "Dispute Resolution" section, as it could substantially impact your legal rights, including your ability to initiate or join a court-filed lawsuit.

A-Dispute Resolution through Informal Channels. In the event of a dispute between you and MarseilleInc., we are committed to collaboratively seeking an amicable resolution. In such cases, both parties concur that, as a preliminary step, they shall engage in sincere efforts to informally resolve the dispute before resorting to formal procedures like arbitration or any other legal action. This initial informal resolution entails sending a written account of the dispute to the other party. Should you instigate the dispute, you undertake to dispatch this written description, including your email address associated with your account, to the subsequent email address: support@MarseilleInc.com. In the instance of MarseilleInc. initiating a dispute, a written account of the dispute will be forwarded to your account-associated email address. This written description must be detailed, comprising, at minimum, your name, a description elucidating the nature or foundation of the claim or dispute, and the precise relief sought. If the dispute remains unresolved beyond a period of sixty (45) days following the receipt of the written description, both you and MarseilleInc. mutually consent to the supplementary dispute resolution provisions outlined below. It is imperative to underscore that the informal dispute resolution process described above is a prerequisite and an essential condition that must be fulfilled prior to initiating any formal dispute resolution procedures. Both parties concur that fees will be applied regarding any pertinent time limitations, registration fees, or other deadlines during their participation in this informal dispute resolution process.

B-Mutual Arbitration Agreement: Both you and MarseilleInc. concur that any and all claims, disputes, or controversies stemming from the interpretation or execution of this Agreement, which encompasses the Terms of Use and the License and Warranty Agreement (inclusive of their origination, fulfillment, and violation), as well as payments executed to or by MarseilleInc., or linked to any facet of the provisioning or utilization of the Product (or Products) or services, must be singularly settled through binding arbitration under this Section (collectively referred to as the "Arbitration Agreement"). This encompasses claims that surfaced or were asserted, or incorporated events that unfolded, preceding the existence of this Arbitration Agreement, or any preceding accord, along with claims that might emerge post the cessation of this Arbitration Agreement, as stipulated in the precise notification and opt-out provisions outlined in this section. This Arbitration Agreement abides by the Federal Arbitration Act ("FAA") in its entirety and pertains to transactions encompassing interstate commerce. You and MarseilleInc. explicitly concur that the Federal Aviation Administration will hold the sole jurisdiction to construe and enforce this Arbitration Agreement. If the regulations and processes set forth by the Federal Aviation Act cannot be applied for any reason, the laws of the state governing arbitration accord in the state of your residence will be applicable.

Despite the parties' commitment to resolving all disputes through arbitration, both parties reserve the following rights:

1)The right to choose small claims court as the venue for resolving any claims individually, for disputes and actions falling within the jurisdiction of such a court, regardless of the initially selected forum by the initiating party.

2)The right to initiate a lawsuit in either state or federal court to protect their intellectual property rights ("Intellectual Property Rights" in this context encompassing patents, copyrights, moral rights, trademarks, trade secrets, and other proprietary or confidential information, excluding privacy or publicity rights).

3)The right to pursue declaratory relief, injunctive relief, or any other equitable remedy in a court with the appropriate jurisdiction concerning whether a party's claims have expired due to the statute of limitations or can be brought in small claims court.

The pursuit of such remedies does not forfeit any party's entitlement to arbitration as stipulated in this agreement, and any ongoing arbitration related to actions initiated under this section will be automatically put on hold pending the outcome of that action.

You and MarseilleInc. consent to the personal jurisdiction of any federal or state court situated in Santa Clara, California. This consent pertains to matters involving arbitration enforcement, the suspension of proceedings pending arbitration, the validation, modification, vacation, or entering of judgments based on arbitrator awards. In conjunction with any such legal action or proceeding, you further agree to accept service of process via U.S. Mail and explicitly waive any potential jurisdictional or venue defenses.

Unless otherwise specified herein below, if an arbitrator or court of competent jurisdiction determines any provision within this Arbitration Agreement to be invalid, both parties still concur that the arbitrator or court should make every effort to uphold the parties' original intent reflected in that provision. The remaining provisions within this Agreement shall continue to be fully effective.

Both parties comprehend that arbitration signifies the arbitrator, not a judge or jury, making determinations on claims. The right to pretrial information exchange and appeals may be more restricted in arbitration. Therefore, you explicitly acknowledge and agree that both you and MarseilleInc. are relinquishing the right to a trial by jury to the maximum extent allowed by law.

C- Individualized Arbitration and Renunciation of Collective Remedies. You acknowledge and consent, to the fullest extent permitted by applicable law, that unless the sections below state otherwise, all arbitrations shall be conducted solely on an individual basis and shall not be part of any combined or class-wide arbitration or other consolidated proceedings. The arbitrator's authority shall be limited to providing relief solely to the individual party seeking such relief and only to the extent necessary to resolve the individual party's claim unless MarseilleInc. expressly agrees in writing to consolidation.

"If there is a final judicial determination that collective arbitration and the waiver of collective remedies or the provisions herein are unenforceable concerning a particular claim or request for relief, both parties concur that such claim or specific request for relief may proceed in court but shall be separated and left pending arbitration for the remaining claims. This judgment does not impede either you or MarseilleInc. from engaging in individual claim settlements."

D- Arbitration Procedures. Arbitration proceedings will be overseen by the National Arbitration and Mediation ("NAM") with a sole arbitrator presiding. If impartiality cannot be ensured through NAM, both parties will opt for an alternative arbitration service; however, the American Arbitration Association will not, under any circumstances, administer the arbitration. Unless otherwise altered by the terms of this "Dispute Resolution" section, NAM will conduct arbitration according to its comprehensive dispute resolution regulations and fee structure when one party is a consumer. Collective dispute resolution regulations and fees will apply if they are in effect at the time an arbitration request is submitted to NAM, unless they pertain to procedures for collective or representative actions. The relevant regulations and procedures of NAM can be accessed at www.namadr.com or by reaching out to the National Commercial Department of Arbitration and Mediation at Commercial@namadr.com.

E- Initiating Arbitration. Arbitration proceedings may only begin after both parties have made sincere efforts to resolve the dispute through the informal dispute resolution procedures. If these efforts fail, either party can commence binding arbitration as the exclusive method for addressing claims, following the procedures specified in the relevant National Arbitration and Mediation ("NAM") rules. Should you be the one initiating arbitration, a copy of the request will also be sent to support@MarseilleInc.com via email. If MarseilleInc. initiates arbitration, you will receive a copy of the request at the email address linked to your MarseilleInc. account. The arbitrator is authorized to apply penalties as per NAM's rules and procedures for any claims or submissions found by the arbitrator to have been made in bad faith or for a party's non-compliance with the informal dispute resolution procedures outlined in this Agreement.

F- Arbitration Venue and Procedures. If you reside in the United States, arbitration will occur in your county of residence. If you are not a U.S. resident, arbitration will be held in Santa clara, California, USA, unless both you and MarseilleInc. mutually agree otherwise or unless the appointed arbitrator deems this location unreasonably burdensome for any party. In such a case, the arbitrator will have the discretion to select an alternative venue.

If the disputed amount is less than $10,000 USD and no punitive or declaratory relief is sought, arbitration will be conducted solely based on the documents provided by you and MarseilleInc. to the arbitrator, unless an oral hearing is deemed necessary by the arbitrator. If the disputed amount exceeds $10,000 USD or punitive or declaratory relief is requested, either party can request (or the arbitrator may decide) to conduct a hearing, which can be done through video conference or teleconference, unless both parties agree otherwise.

Under the regulations and procedures of NAM, the parties concur that the arbitrator will have the discretionary authority to permit measures likely to efficiently resolve or narrow the issues in dispute. Unless prohibited by law, all arbitration proceedings will remain confidential and closed to the public, and all associated records will be permanently sealed. The only exception would be when necessary for obtaining court confirmation of the arbitration award, with the party seeking confirmation maintaining these records under seal to the extent allowed by law.

G- Collective Arbitration. To enhance the efficiency of managing and resolving arbitration, in the event of 100 or more similar arbitration claims (those asserting substantially the same facts or claims and brought by or on behalf of the same law firm(s) or organization(s)) submitted to NAM (or another selected arbitration provider pursuant sections above if NAM is unavailable) against MarseilleInc. within reasonable proximity ("Collective Filing"), the parties agree to (1) collectively file in batches of 100 claims per batch (to the extent that fewer than 100 arbitration claims remain after the described batch, the final batch shall consist of the remaining claims) with a single filing and processing, and simultaneous adjudication; (2) appoint a single arbitrator for each batch; (3) accept applicable fees, including any relevant fee reductions determined by NAM (or another selected arbitration provider pursuant to Section 13(d) if NAM is unavailable) in its discretion; (4) that no other arbitration claims forming part of the Collective Filing or their processing or adjudication shall be submitted until the previous batch of 100 is submitted, processed, and adjudicated; (5) that the fees associated with the arbitration claim included in a collective filing, including fees due from MarseilleInc. and the claimants, shall not be due until your arbitration claim is included in a batch and properly allocated for filing, processing, and adjudication; and (6) that the phased process for the collective proceedings, each batch comprising 100 claims, shall continue until each claim (including your claim) is adjudicated or otherwise resolved. 

The arbitrator for each batch shall be selected to the greatest extent possible pursuant to the rules and procedures of NAM for such selection, and the arbitrator shall determine the location for conducting the proceedings.

You agree to collaborate in good faith with MarseilleInc. and the arbitration provider to implement such a "Collective Approach" or any similar approach aimed at achieving an efficient resolution of claims. This includes the payment of consolidated, reduced fees determined by the arbitration provider at its discretion for each group of claims. Both parties also commit to working together and with the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator deems effective for resolving the claims.

Any disputes between the parties regarding the application of this provision or the consolidation process or procedure will be resolved by an appointed procedural arbitrator from the National Arbitration and Mediation ("NAM"). It's important to note that this "Collective Arbitration" clause should not be interpreted as an increase in the threshold for the number of claims required to activate supplementary collective filing rules and dispute resolution procedures or to permit any form of collective arbitration. Unless MarseilleInc. explicitly agrees otherwise in writing, MarseilleInc. does not consent to or approve of collective arbitration, attorney general arbitration, or arbitration that combines joint or consolidated claims under any circumstances, except as outlined in Section 13(j) above and this Section 13(k). If your arbitration claim is part of a collective filing, your claims will be put on hold until your individual arbitration claim is resolved, withdrawn, or settled.

H- Arbitrator's Ruling. The arbitrator will deliver their decision within the timeframe specified in the relevant rules and procedures of the National Arbitration and Mediation ("NAM"). This decision will outline the findings and significant conclusions that form the basis for the arbitrator's judgment. The court with jurisdiction can enforce the arbitration award. The arbitrator possesses the authority to grant individual monetary compensation and, on an individual basis, any non-monetary relief, or remedies to the individual to the maximum extent allowed by relevant law, NAM's regulations, and this arbitration agreement. Both parties concur that any compensation and/or other awards should align with the appropriate Section below mentioned above and should also adhere to the stipulations in the "Liability Determination" section of the Agreement regarding the nature and extent of damages or other compensation for which either party may be held liable. An arbitration award or decision will not have res judicata implications concerning matters or claims in any dispute involving individuals who are not explicitly named as parties in the arbitration. Attorney fees will not be recoverable by the prevailing party in arbitration unless permitted by the pertinent substantive law governing the claims in arbitration.

I- Expenses. You are responsible for your attorney's fees unless arbitration rules and/or applicable law dictate otherwise. The parties agree that the National Arbitration and Mediation ("NAM") has the discretionary authority to reduce or adjust the amount or timing of any administrative or arbitration fees payable under NAM's rules as it deems appropriate (including as specified below), provided that such adjustment does not increase the costs to you. You also agree to waive any objection to such fee modifications. The parties further agree that a good-faith challenge by either party to the fees imposed by NAM shall not constitute a default, waiver, or breach of this section, while such challenge remains pending before NAM and/or the arbitrator and/or the competent judicial authority, and that any and all deadlines for such fees shall be tolled pending the outcome of such challenge.

J- Opt-Out Provision for Arbitration Agreement. If you elect not to be legally bound by the terms and conditions stipulated within the "Arbitration Agreement" articulated within this section of the "Dispute Resolution," the following procedures shall apply:

You shall be required to communicate your decision in writing to MarseilleInc. within a thirty (30) day period commencing from the date of your purchase of a MarseilleInc. product, or from the time it becomes subject to this arbitration agreement, including any subsequent modifications to the clauses located in the section labeled "Dispute Resolution." The written notification of your intent to opt-out must be transmitted by postal mail to MarseilleInc. 3211 Scott Blvd Suite 205, Santa Clara, CA 95054.

Your written opt-out communication must encompass the following:

(1) Your full legal name.

(2) Your complete physical address.

(3) The exact date of your product purchase, if ascertainable.

(4) A lucid and unambiguous declaration expressing your intention to abstain from the arbitration agreement.

MarseilleInc. will continue to uphold any valid opt-out requests if you have previously opted out of arbitration in a prior iteration of this agreement, following the prerequisites specified therein. Failure to opt out of this arbitration agreement within the stipulated timeframe shall constitute mutual acceptance of the "Dispute Resolution" terms and conditions as outlined between you and MarseilleInc.

K- Modifications. MarseilleInc. will notify you of any revisions to this "Dispute Resolution" section, which may include communication via the MarseilleInc. application, posting these alterations on the MarseilleInc. website, or furnishing notifications as mandated by applicable legislation. Such alterations will be effective 15 days following MarseilleInc.'s notification and will be applicable to all claims submitted after this notice. If you dissent from these changes by opting out of the arbitration agreement, you retain the right to pursue legal action before a jury or judge, in compliance with pertinent statutory provisions. Nevertheless, any previous arbitration accord, established under a prior rendition of the arbitration agreement, will not apply to claims initiated after such notification. If MarseilleInc. revises this "Dispute Resolution" section following your initial acceptance of this agreement (or acceptance of any subsequent revisions to this agreement), you acknowledge that your continued use of the product(s) or services, 30 days from the date of these modifications, constitutes your acceptance thereof. If you disagree with these alterations, you may opt-out by following the procedure detailed in the above section.