Macadamia

Terms of Service

Terms of Service

Macadamia Labs Inc.

Updated: January 15th, 2025

Welcome to Macadamia Labs Inc.

These Terms of Service govern your access to, and use of, our Site, and our provision of a variety of services.

  • We'll refer to these Terms of Service as the "Terms", and to our website as the "Site".
    • We'll refer to Macadamia Labs Inc. as "Macadamia Labs" or "we" or "us" or "our".
      • We'll refer to all the services we provide, individually and collectively, and including our Product, as the "Services".
        • We'll refer to you, the person or entity agreeing to these Terms, as "you" or "your", and (to the extent you license, purchase, or use any Product), a "Customer".

          • 1. Agreement to Terms

          By accessing or using the Site, and/or using a Service (including a Product), you agree to these Terms.

          2. Changes to Terms or Services

          We may modify the Terms at any time. If we do so, we'll let you know either by posting the modified Terms on the Site, or through other communications. If you continue to use the Site and the Services after we've let you know that the Terms have been modified, you are indicating to us that you agree to be bound by the modified Terms, and to license our Products as further detailed below.

          3. Your Right to Use the Site; Your Restrictions

          A. Things you can do. Subject to your compliance with these Terms, Macadamia Labs grants you a personal, limited, non-exclusive, non-transferable, non-sublicenseable license to electronically access and use the Site solely as provided for in these Terms.

          B. Things you can't do. You will not (and you will not allow any other person to) do any of the following:

          • i. circumvent or manipulate the Macadamia Labs fee structure, billing process, or other fees owed to Macadamia Labs;

            • ii. access or attempt to access any other Macadamia Labs systems, programs, data or accounts that are not made available for public or your use;

              • iii. except as allowed with respect to backups of your data, copy, reproduce, republish, upload, post, transmit, resell or distribute in any way any material from the Site;

                • iv. work around any technical limitations in the Site, use any tool to enable features or functionalities that are otherwise disabled in the Site, or decompile, disassemble, or otherwise reverse engineer the Site except as otherwise permitted by applicable law;

                  • v. perform or attempt to perform any actions that would interfere with the proper working of the Site, prevent access to or the use of the Site by Macadamia Labs' other licensees or customers, or impose an unreasonable or disproportionately large load on Macadamia Labs' infrastructure;

                    • vi. frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Macadamia Labs or the Site or use any Macadamia Labs trademark or service marks, unless authorized to do so in writing by Macadamia Labs;

                      • vii. attempt to access or search the Site or download content from the Site through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Macadamia Labs or other generally available third-party web browsers;

                        • viii. impersonate or misrepresent your affiliation with any person or entity; or

                          • ix. otherwise use the Site except as expressly allowed under the Terms.

                            • The license granted in these Terms does not include any right of resale of any Macadamia Labs Product or Service; or any collection and use of any service listings, descriptions, or prices; any derivative use of any Macadamia Labs Service or its contents. No Macadamia Labs Service may be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Macadamia Labs. The licenses granted by Macadamia Labs terminate if you do not comply with these Terms of Use.

                            4. Intellectual Property Rights

                            A. Macadamia Labs' (and its licensors') Ownership of IP. The content, organization, graphics, design, compilation, know-how, concepts, methodologies, procedures, magnetic translation, digital conversion and other matters related to the Site are protected under applicable copyrights, trademarks and other proprietary rights. Some of the content on the Site may be the copyrighted work of third parties. Macadamia Labs, the Macadamia Labs logo, and other Macadamia Labs trademarks, service marks, graphics, and logos used in connection with the Service are trademarks or registered trademarks of Macadamia Labs. Other trademarks, service marks, graphics, and logos used in connection with the Service may be the trademarks of their respective owners. In addition, the Product and Documentation contain proprietary and confidential information of Macadamia Labs and its licensors. Macadamia Labs and its licensors exclusively own all rights, title and interest in and to any software programs, tools, utilities, processes, inventions, devices, methodologies, specifications, documentation, techniques and materials of any kind used or developed by Macadamia Labs or its personnel in connection with the Products and performing the Services (collectively "Macadamia Labs Materials"), including all worldwide patent rights, copyright rights, trade secret rights, know-how and any other intellectual property rights ("Intellectual Property Rights") therein. You will have no rights in any trademarks, the Macadamia Labs Materials or the Site except as expressly set forth in these Terms.

                            B. Your Ownership of IP. For purposes of these Terms, "Customer Data" means all non-public data provided by you to the us to enable provision of the Services. You own all right, title and interest in and to your Customer Data.

                            5. Use of the Services; Providing Us Information

                            A. You'll Start by Creating an Account; Information You Must Provide. You will need to register with Macadamia Labs to become a Customer. You agree to provide accurate, complete registration information, and to will keep that information current. You agree that Macadamia Labs may store and use your registration information to maintain your account.

                            B. Information You Must NOT Provide; DISCLAIMERS.

                            • i. Confidential Information of Third Parties. Despite anything to the contrary in these Terms, under no circumstances will you upload to the Site or otherwise provide to Macadamia Labs any data or information (including but not limited to third-party product or pricing information) which you are restricted from disclosing pursuant to any confidentiality (or similar) agreement with any third party. MACADAMIA LABS EXPRESSLY DISCLAIMS ALL LIABILITY WITH RESPECT TO ANY SUCH THIRD PARTY CONFIDENTIAL INFORMATION.

                              • ii. Personal Data. Despite anything to the contrary in these Terms, you shall not upload or provide to Macadamia Labs any sensitive data including, without limitation: (1) protected health information regulated under HIPAA or HITECH; (2) cardholder data as defined under PCI DSS; or (3) nonpublic personal information ("NPI") as defined under the Gramm-Leach-Bliley Act (GLBA), which generally includes financial information provided by consumers to financial institutions. For clarity, general contact information such as email addresses, names, and phone numbers, when not combined with sensitive financial or health information, are not considered NPI under this policy. MACADAMIA LABS expressly disclaims all liability with respect to any prohibited data. For processing sensitive data, customers are advised to use either the Enterprise version of Macadamia Labs—certified for SOC 2 Type II compliance—or the self-hosted deployment option.

                                • 6. How We'll Use Your Information; Our Privacy Policy

                                Your Privacy is Important to Macadamia Labs. Protecting your privacy is really important to us. We will use your information only as described in the Privacy Policy. By using the Site and the Services, you consent to the collection and use of your information as described in our Privacy Policy.

                                7. Customer Data and Privacy

                                A. Data Processing. Macadamia Labs will process Customer Data only as necessary to provide the Services and in accordance with these Terms and our Privacy Policy.

                                B. Data Security. We implement appropriate technical and organizational measures to protect Customer Data against unauthorized access, alteration, disclosure, or destruction.

                                C. Data Retention. We will retain Customer Data only for as long as necessary to provide the Services or as required by law.

                                8. Service Availability and Support

                                A. Service Availability. While we strive to maintain high availability, the Services may be temporarily unavailable from time to time for maintenance or other reasons. Macadamia Labs assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, data loss, theft or destruction or unauthorized access to, or alteration of, any communications.

                                B. Support. Support services are provided according to your subscription plan and our support policies.

                                9. Indemnity

                                You agree to defend, indemnify and hold harmless Macadamia Labs, its affiliates, officers, directors, employees and agents from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Macadamia Labs Site or Service; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third-party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that any of Your Information caused damage to a third party. This defense and indemnification obligation will survive these Terms and your use of the Macadamia Labs Site.

                                10. Limitation of Liability

                                Macadamia Labs shall have no liability for any loss, damage, or injury resulting from your or any third parties' negligence, lack of training, use or misuse, or misapplication of any Product or Service.

                                You agree to indemnify, defend, and hold harmless Macadamia Labs and its employees from any claims, damages and actions of any kind or nature arising from or caused by the use or misuse of any Service.

                                IN NO EVENT WILL MACADAMIA LABS BE LIABLE TO YOU OR TO ANY THIRD PARTY FOR ANY INDIRECT, SPECIAL, INCIDENTAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING LOSS OF USE, DATA, BUSINESS OR PROFITS) OR FOR COSTS OF PROCURING SUBSTITUTE SERVICES, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, THE SERVICES, THE SITE, OR ANY RESEARCH OR EXPERIMENT OR OTHER WORK PERFORMED USING ANY PRODUCTS OR SERVICES PURCHASED THROUGH THE SITE, HOWEVER CAUSED AND REGARDLESS OF THE THEORY OF LIABILITY, EVEN IF MACADAMIA LABS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. MACADAMIA LABS' TOTAL LIABILITY TO YOU, FROM ALL CAUSES OF ACTION AND ALL THEORIES OF LIABILITY, WILL BE LIMITED TO AND WILL NOT EXCEED THE AMOUNTS PAID TO MACADAMIA LABS BY YOU UNDER THESE TERMS IN THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING ANY CLAIM MADE UNDER THIS AGREEMENT.

                                11. Export Regulations

                                The Product and Services are subject to U.S. export controls, specifically the Export Administration Regulations. Both parties shall comply with all relevant import and export regulations, including those adopted by the Bureau of Industry and Security of the U.S. Department of Commerce. You shall not transfer, export or re-export, directly or indirectly, the Product or Services to any Prohibited Entity, and you affirm that you are not a Prohibited Entity or acting on behalf of any Prohibited Entity (as defined under U.S. laws and regulations).

                                12. General Terms

                                These Terms constitute the entire and exclusive understanding and agreement between Macadamia Labs and you regarding the Services, and supersede and replace any and all prior oral or written understandings or agreements between Macadamia Labs and you regarding the Site and the Services. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

                                You may not assign or transfer these Terms, by operation of law or otherwise, without Macadamia Labs' prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Macadamia Labs may freely assign or transfer these Terms without restriction.

                                These Terms and all matters arising out of, or relating to, these Terms will be governed by the laws of the State of Delaware, without regard to its conflict of laws provisions. Any legal action or proceeding arising out of or related to this Agreement shall be brought in the courts of the State of Delaware.

                                13. Data Collection and Consent

                                In our commitment to provide Macadamia Labs services, we collect and use certain personal information about our users. This section explains what data we collect, how we use it, and the consent mechanisms in place. Our data collection practices are designed exclusively to enhance your experience with our service.

                                Types of Data Collected We may collect the following types of data:

                                • Personal Information: This includes your name, email address, contact details, and any other information you provide when using our service.
                                  • Usage Data: Information on how you interact with our service, including preferences, settings, and engagement with various features.

                                    • Purpose of Data Collection Each type of data we collect serves a specific purpose:

                                    • Personal Information is used to create and manage your account, provide customer support, and communicate important service updates.
                                      • Usage Data helps us understand how our service is used and guides us in improving functionality and user experience.

                                        • Consent Mechanism Consent for data collection is obtained through:

                                        • Explicit acceptance of these Terms of Service: specific consent is required during account creation.
                                          • We ensure that your consent is freely given, specific, informed, and unambiguous as per data protection regulations.

                                            • Withdrawal of Consent:

                                            • You may withdraw your consent for data collection and processing at any time by contacting us directly through legal@macadamialabs.com.
                                              • Please note that withdrawing consent may affect the availability and functionality of certain service features.

                                                • 14. Contact Information

                                                If you have any questions about these Terms or the Services please contact Macadamia Labs at legal@macadamialabs.com.

Contact us at founders@macadamialabs.com