IMPORTANT — READ CAREFULLY: BY CREATING AN ACCOUNT OR BY UTILIZING THE MASTLY SERVICE YOU AGREE TO BE BOUND BY THESE TERMS AND CONDITIONS.
1. This is an agreement between Licensor and Licensee, who is being licensed the use of the named Software (“Mastly”). Licensor (“Provider”) is Equitizer LLC, (DBA Mastly) and Licensee (“Customer”) is the user of the software and/or the user’s company(company name).
2. Customer acknowledges that this is only a limited nonexclusive license; Provider will also provide software and related documents to other companies. Provider is, and remains, the owner of all titles, rights, and interests in the Software. Software includes use of documents listed within the Provider website on various pages including primarily a page named “Legal Documents.” Documents will be created, added, removed and upgraded by Provider over the course of time. Patches and Fixes. The Licensor will attempt to correct issues identified in the Software by providing patches and fixes.
3. Customer acknowledges that it is up to the Customer to take precautions and ensure that whatever selected for use or download is free of such items as viruses, worms, trojan horses and other items of a destructive nature. Mastly assumes no responsibility for any other party’s site hyperlinked to the Mastly Website or in which any part of the Mastly Website has been hyperlinked. Any effort to reverse engineer all or any part of Mastly in order to identify, acquire, copy or emulate any source code or object code is expressly prohibited. This prohibition specifically applies, but is not limited to, software, applications and services for use or operation on or by any computer and/or any electronic, wireless and/or mobile device, technology or product that exists now or in the future. We built it. It’s ours. Don’t copy it, steal it, or hack it.
It would be impossible for us to consider all of the laws in all of the countries that the Provider touches through Customer’s respective posts. Specifically, it is never our intent to violate any intellectual property rights or allow others to do so. Should an author or copyright holder find a reproduction, in whole or in part, to be offensive to either his host country’s laws, or his personal beliefs in his property ownership, we invite him, her, or it to alert us to any perceived problem and we’ll do our best to resolve the issue in a timely manner.
4. This License permits Customer to install the Software and edit/customize the related documents on more than one computer system within the company, or in the cloud. Customer will not make copies of the Software or allow copies of the Software to be made by others, unless authorized by this License Agreement. Customer may make not make copies of the software but may make copies of the related documents for backup purposes only. Customer may make copies of documents that are provided as templates in the course of their business.
The Website and any related mobile apps are its original content, features and functionality. These items are owned by the Provider and are protected by international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.
5. This Software is in the early access stage of development and comes with no warranty.
6. Provider will endeavour to upgrade software perpetually. Provider or Customer may decide to discontinue at any time. If either party decides to terminate the relationship, the Customer must stop using the software and delete any copies Customer has but Customer is entitled to take a copy of the Customer documents and Customer data with them when leaving. The documents are copyright of Provider and may not be used in any other manner than as they stand at the time of termination for Customer to continue to administer the plan as it stands. The documents may only be amended by a licensed attorney and derivatives may not be uploaded into software systems similar to the Provider software system.
7. Notwithstanding the foregoing, Provider IS NOT LIABLE TO CUSTOMER FOR ANY DAMAGES, INCLUDING COMPENSATORY, SPECIAL, INCIDENTAL, EXEMPLARY, PUNITIVE, OR CONSEQUENTIAL DAMAGES, CONNECTED WITH OR RESULTING FROM THIS LICENSE AGREEMENT OR CUSTOMER’S USE OF THIS SOFTWARE.
Essentially, you won’t sue us.
8. Customer agrees to defend and indemnify Provider and hold Provider harmless from all claims, losses, damages, complaints, or expenses connected with or resulting from Customer’s business operations.
We don’t want to be sued if it doesn’t work out for you.
9. Provider has the right to terminate this Software License Agreement and Customer’s right to use this Software upon any material breach by Customer.
10. Customer agrees to return to Provider or to destroy all copies of the Software upon termination of the License unless another agreement is made.
11. This Software License Agreement is the entire and exclusive agreement between Provider and Customer regarding this Software. This Software License Agreement replaces and supersedes all prior negotiations, dealings, and agreements between Provider and Customer regarding this Software.
12. This Software License Agreement shall be governed by the laws of the State of Delaware in the United States of America applicable to Delaware contracts.
13. This License Agreement is valid without Provider’s signature. It becomes effective upon the earlier of Customer’s signature or Customer’s use of the Software or the Plan Documents.
14. This Provider may transfer the ownership of this license to another entity.
15. We’ll notify you before we make changes to these terms and give you the opportunity to review and comment on the revised terms before continuing to use our Services.
16. If we make changes to the Plan Documents listed in the Appendix, or documents or contracts provided by this Software License Agreement, we may provide notice via email or within the Mastly Website.
17. Your continued use of the Software, following notice of the changes to our terms, policies or guidelines, constitutes your acceptance of our amended terms, policies or guidelines.
18. Provider may unilaterally amend this and the Plan Documents (documents in Appendix), or any exhibit, schedule, or appendix, by giving notice to the Customer. The amendment will take effect at the specified time after the effective date of the notice.
19. If the Customer is unwilling to adopt the Plan Documents or Agreements and continue as amended, the Customer may terminate the Agreements by giving notice to Provider no later than the effective date of the amendment or fourteen days, whichever is longer.
20. For the avoidance of doubt, no unilateral amendment will retroactively modify any binding dispute-resolution provisions of the Agreement for then-pending disputes (for example, binding-arbitration provisions) unless the parties expressly agree otherwise.
21. Each Party acknowledges that they have had an opportunity to receive the advice of counsel in connection with the negotiation of and execution of this Agreement.
22. In the event that Mastly folds, Mastly agrees to return all data related to tracking phantom equity (including all data inputted by team members such as hours logged) to the company’s decision maker.
Provider contact info:
Mastly / Equitizer
1521 Concord Pike, #301
Wilmington, DE 19803
Manager: Casey Fenton
Appendix (examples of some of our “Plan Documents”)
Some of the documents and software delivered with the software.
- Overview of Performance Equity Plan
- Performance Equity Plan
- Equity Tracking Software (www.mast.ly)
- Founder Agreement (Template)
- Adviser Agreement (Template)
- Independent Contractor Agreement (Template)
- Profit Bonus Plan
- Performance Equity Plan – Equity Pool Grant
- Spousal Consent to Performance Equity Beneficiary
- Operating Agreement Amendment