Sunsett Terms of Service
Software License Agreement and Terms of Service
Date Last Modified: May 12, 2021
The Sunsett.io service, including (without limitation) all websites, software, mobile applications and other interactive properties through which such services are delivered (collectively, the “Service”) are owned, operated and distributed by Monicat Data LLC, a Minnesota company (referred to in this Agreement as “Monicat,” “we” and through similar words such as “us,” “our,” etc.).
This Software License Agreement and Terms of Service applies to all Users, including Users who are simply viewing content available via the Service, Users utilizing free Services, and Users who have engaged for paid Services.
By accessing any part of the Service, copying, installing, or using any portion of the Service or software, you are agreeing to the Software License Agreement and Terms of Service described below (the “Agreement”) AND THE TERMS AND CONDITIONS OF OUR PRIVACY NOTICE (the “Privacy Notice”), WHICH ARE INCORPORATED HEREIN BY REFERENCE. If you do not agree to any of these terms, you should not use or download any part of the Service. You may have another written agreement separately executed with Monicat that augments, supplements, or supersedes all or portions of this Agreement. The degree to which these terms are controlled by another agreement shall be governed by the order of priority described in the other agreement.
We reserve the right to refuse a User’s access to the Service for any reason, at our sole discretion. In addition, at our sole discretion, we may suspend or terminate a User’s account for any reason. Such termination of your account will result in your loss of access to the Service. We will not be liable for any decision to suspend, terminate or refuse service under any circumstances.
MONICAT OWNS ALL INTELLECTUAL PROPERTY IN THIS SERVICE. THIS SERVICE IS LICENSED, NOT SOLD. UNDER THE LICENSE, MONICAT PERMITS YOU TO COPY, DOWNLOAD, INSTALL, USE, OR OTHERWISE BENEFIT FROM THE FUNCTIONALITY OR INTELLECTUAL PROPERTY OF THE SERVICE BUT ONLY IN ACCORDANCE WITH THE TERMS OF THIS AGREEMENT.
- Compliance. To ensure you remain in compliance with this Agreement, Monicat recommends reviewing the current Agreement each time you access or use the Services. All access to and use of the Services, Accounts and the materials, content, information and data contained on or provided through the Services and Accounts are subject to compliance with this Agreement and all applicable laws, rules and regulations. If you have any questions or comments regarding this Agreement or the Services, please contact Monicat at the contact information listed below.
- General Use. The Services are made available, subject to this Agreement, to allow you to (i) obtain information about the Services, (ii) register for an Account and create Users, and (iii) engage with the various interactive properties available on the Service. Subject to this Agreement, Monicat grants you a limited, non-exclusive, non-transferable and revocable license to download, access and use the Services solely for the applicable purposes described in this Section and for your personal, non-commercial benefit. Except as otherwise expressly set forth herein, you shall have no other rights to the Services, and no other rights shall be implied.
- Visitors to the Service and Account Creation. You can visit the public sections of the Service without identifying yourself or providing personal information. In order to access some features of the Service, you will have to create a login and pay a fee (an “Account”). The fees paid may be adjusted based on the number of Users you have under a particular Account.
- Fees. We reserve the right, at any time, to change any fees or charges for using the Service (or to begin charging fees for any free service), provided that such changes will not apply to fees or charges paid prior to the time of the change. We will charge you sales tax as applicable to the Service or any order placed through the Service, based on your billing address. In addition, you will be responsible for all other taxes, levies, duties or similar charges, only excluding taxes based on our income.
Software License. “Software" means (a) all of the information with which this Agreement is associated, including but not limited to: (i) all executable instructions, software files, and other computer information and (ii) related explanatory written materials and files ("Documentation"); and (b) any modified versions and copies of, and upgrades, updates, and additions to, such information, provided to you by Monicat at any time, unless provided under separate terms (collectively, "Updates").
- As long as you comply with the terms of this Agreement, Monicat grants you a nonexclusive license to download, install, and use an executable form of the Software in a manner consistent with the original intention of its design and Documentation and as set forth in this Agreement, but not to sell, sublicense, distribute to others, or make derivative works of the Software.
- THE SOFTWARE IS NOT INTENDED FOR USE IN THE OPERATION OF NUCLEAR FACILITIES, AIRCRAFT NAVIGATION OR COMMUNICATION SYSTEMS, AIR TRAFFIC CONTROL SYSTEMS, LIFE SUPPORT MACHINES OR OTHER EQUIPMENT IN WHICH THE FAILURE OF THE SOFTWARE COULD LEAD TO DEATH, PERSONAL INJURY, OR SEVERE PHYSICAL OR ENVIRONMENTAL DAMAGE.
- Distribution from a Server. You may copy an image of the Software onto computer file server(s) within your internal network for the purpose of downloading and installing the Software onto computers within the same internal network.
- Server Use. You may install the Software on computer file server(s) within your internal network only for use of the Software initiated by an individual from a computer within the same internal network.
- Software Management System. Monicat may use data collected from your Software management system consistent with the terms of this agreement.
- You may make copies of the Documentation for your own internal use in connection with use of the Software in accordance with this Agreement but no more than the amount reasonably necessary. Any permitted copy of the Documentation that you make must contain the same copyright and other proprietary notices that appear on or in the Documentation.
- User Data. In addition to the Limitation of Liability contained herein, Monicat expressly disclaims any and all liability in connection with User Data. We reserve the right to remove any data (including, without limitation, User Data without prior notice) or to refuse to transmit, publish, or analyze any User Data for any reason, and to terminate or refuse a User’s access to the Software for any reason.
- Software as an Internet-Based Service. The Software employs https connection via the Internet. The Software may cause your computer, without additional notice, automatically to connect to the internet and to communicate with a Monicat website or Monicat domain for purposes including, but not limited to, license validation and providing you with additional information, features, and functionality. Whenever the Software automatically connects to Monicat over the Internet, the Internet protocol address that is associated with your current Internet connection may be collected by Monicat along with any other information transmitted by the Software to Monicat. Confidentiality and security of your information and data is maintained at a level inherent in such connection for transmission over the Internet. Monicat uses reasonable and customary best efforts at its terminating ends to maintain the confidentiality of, and safeguard the security of, your data and information. The security of information transmitted through the internet or via a mobile device can never be guaranteed. We are not responsible for any interception or interruption of any communications through the internet or for changes to or losses of User Data. You have sole responsibility for complying with configuration requirements on your hardware, computers, network, and relevant IT systems in order to allow the Software authorization and access to such hardware, computers, network, and relevant IT systems for operation of the Software. You have sole responsibility for procuring the hardware and internet connectivity in order to access Software as well as for ensuring the security of all access to such hardware, computers, network, and relevant IT systems. Further, you have sole responsibility with regard to passwords and usernames used by you to access the Software, and you are solely responsible for access control maintenance (including access termination) in connection with your use of the Software. You will notify Monicat promptly if you become aware of, or suspect, any breach of security or unauthorized access to or use of the Software. Monicat is not responsible for the security of your hardware, computers, network, and relevant IT systems, including without limitation, any possible, suspected or actual breach of your physical or IT security defenses and resultant disclosure of any User Data.
- Accounts/Users. The number of Users (i.e. with unique login credentials) that you have shall be limited based on the fees paid for a specific number of Users enabled on your Account. You may not have more than one (1) User per login without Monicat’s permission and all Users must access the non-public portions of the Service through your those specific User login credentials. The security and confidentiality of Users’ usernames and passwords is your sole responsibility. You shall ensure that no unauthorized person shall have access to your Account or Users’ username or password and shall immediately notify Monicat of any unauthorized access or use of which you become aware. You agree to bear all responsibility and liability for all actions under or through your Account as well as all fees and/or charges incurred from the use of your Account, whether authorized or unauthorized. You may update your Account by changing the Account settings. The Account creator is responsible for making all Users under a particular account aware of this Agreement as well as the terms of the [Privacy Notice].
- Registration Data. All of your information and data provided to Monicat in connection with registering for your Account and its Users (“Registration Data”) must be true, accurate, current and complete at all times. You must immediately update your Registration Data to keep it true, accurate, current and complete. Notwithstanding anything to the contrary, you hereby authorize Monicat and its affiliates, contractors and suppliers to use, copy, sublicense and disclose Registration Data (i) as part of providing the Services, (ii) if required by applicable law, (iii) where necessary to enforce this Agreement and/or to protect any of Monicat’s or other parties’ legal rights, (iv) in an aggregated form which does not include your identifying information, and (iv) as permitted by Monicat’s [Privacy Notice]. You are solely responsible to obtain any necessary rights, authorizations and consents with respect to your Registration Data, including, without limitation, to grant the foregoing rights to Monicat and its affiliates, contractors and suppliers. If you provide Monicat your email address, you hereby consent to and authorize Monicat to (a) send notices regarding the Services to such email address, instead of notice by other means such as mail, and (b) send other messages to such email address, such as changes to features of the Services and special offers (collectively, “Other Messages”). If you do not want to receive Other Messages that may be classified as marketing communication, you will be provided the opportunity to opt out of such communication.
- User Data. The Services permit you to upload and/or integrate with your own systems in order to permit the transfer of your data, content, and materials (“User Data”). User Data is the sole responsibility of the User that submitted that User Data. By agreeing to the terms of this Agreement, you certify that you have the legal right (through consent or some other legal basis) to disclose the User Data uploaded to the Service. Monicat is not responsible for obtaining the consent of individuals before processing User Data as described in this Agreement. Further, by agreeing to the terms of this Agreement, you certify that all User Data submitted is appropriate to be used on the Service consistent with relevant laws, including, but not limited to the data privacy laws and regulations, security laws and regulations, and any copyright or trademark laws and regulations. You agree that Monicat is not liable for any loss or damage of any kind resulting from availability, access and/or use of any User Data.
- Data License Retained by Monicat. You retain all of your ownership rights in your User Data, however, by submitting the User Data to Monicat via the Service you hereby grant us the following licenses: (a) a limited, revocable, worldwide, non-exclusive, royalty-free license to use the User Data solely for purposes of providing the Service to you; and (b) an irrevocable, worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to the User Data to use, reproduce, distribute, prepare derivative works of, display, perform analysis on, and perform the submissions to the public in any media formats now or hereafter created and through any media channels now or hereafter created. You also hereby grant each Third Party with which we may choose to share User Data, a non-exclusive license to access your User Data, and to use, reproduce, distribute, prepare derivative works of, display and perform such User Data as permitted through the functionality of the Service and under this Agreement. In acting on the above data license, Monicat or a Third Party may process User Data in the Service for the purposes beyond providing the Service to you only when identification or identifying characteristics have been removed from Personal Information and User Data. Such developed or collected information and data shall be fully anonymized and aggregated to prevent reidentification of any individual person, Account creator, or User. You are solely responsible to obtain any necessary rights, authorizations and consents with respect to your submitted User Data, including, without limitation, to grant the foregoing rights to Monicat and its affiliates, contractors and suppliers.
- Releases. You acknowledge and agree that you are solely responsible and liable for your use of the Services. Without limiting the foregoing, you understand the risks associated with the access to and use of the Services and any User Data and other data, content and materials made available through the Services, and acknowledge that you are using the Services and such other data, content and materials at your own risk and that you are personally responsible for verifying their suitability for your needs through your own investigation. To the maximum extent permitted by law, Monicat is not liable for, and you hereby waive, release, relinquish and forever discharge Monicat, its employees, members, managers, governors, suppliers, agents, contractors, affiliates, representatives, successors and assigns (collectively, the “Monicat Parties”), from any and all claims, counterclaims, demands, causes of action, suits, liabilities, injuries to person or property (including, but not limited to, death, incapacity and disability), damages, losses, costs and expenses, whether known or unknown, liquidated or unliquidated, fixed or contingent, direct or indirect, arising out of or related to (a) your access to and use of the Services, (b) access to and use of any User Data and other data, content and materials made available through the Services, (c) and your interactions with other Users of the Services. You agree to not sue Monicat and the other Monicat Parties or assist any other person or entity in any suit against Monicat and the other Monicat Parties, with respect to any matters released in this Section. The terms of this release shall also apply to any of your relatives, next of kin, heirs, beneficiaries, employers, successors or assigns who assert or attempt to assert any claims on your or their behalf.
- Ownership and Intellectual Property. Except for certain User Data as described herein, all material included on the Service, including (without limitation) the text, software, scripts, graphics, photos, sounds, music, videos, interactive features and the like (“Content”) are owned by or licensed to us, subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. You acknowledge and agree that as between you and Monicat, Monicat is and shall remain the exclusive owner of the Services, Monicat’s data, information, and Content (expressly excluding User Data as otherwise described in this Agreement), and all patent, copyright, trade secret, trademark and other intellectual property rights therein. In addition, the compilation and presentation of the Content on the Service is subject to copyright owned exclusively by us. Content on the Service may not be used, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without our prior written consent. We reserve all rights not expressly granted in and to the Service and the Content. You agree to not engage in the use, copying, or distribution of any of the Content other than expressly permitted herein, including any use, copying, or distribution of User Data obtained through the Service for any commercial purposes. If you download or print a copy of the Content for personal use, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security-related features of the Service or features that prevent or restrict use or copying of any Content or enforce limitations on use of the Service or the Content therein. You shall not challenge or assist any third party to dispute or challenge Monicat’s or its licensors’ ownership of such rights or the validity or enforceability of such rights. Monicat expressly reserves all rights not expressly set forth in this Agreement. If you find or suspect intellectual property infringement with respect to the Services or User Data, believe that the Services or any User Data otherwise violate this Agreement, or have questions, complaints or claims regarding the Services, please immediately notify Monicat using the contact information located below. Upon receiving such information, Monicat will investigate the matter, in its sole discretion.
Prohibited Uses. In addition to uses otherwise prohibited by Monicat, this Agreement or applicable law, you shall not, and you shall not allow any third party to, do any of the following:
- Download, access, use or register for the Services if you are under eighteen (18) years old.
- Change or delete any copyright or proprietary notices from the Services.
- Use the Service other than as permitted by this Agreement and that you will not use the Service in a manner inconsistent with the original intent of its design.
- To impersonate or attempt to impersonate Monicat, a Monicat employee, another authorized User, or any other person or entity.
- Access or use the Services to send unsolicited commercial messages to any person, or to threaten, harm or harass another User’s Account, use and/or access of the Services, including, but not limited to, attempting to gain access to another User’s Account.
- Access or use the Services by artificial means or in a manner that, in Monicat’s sole discretion, would inflict an excessive load on Monicat’s or its suppliers’ hardware or software.
- Post, upload or transmit: (i) any data, content or materials meant to market or advertise services or products that are competitive with the Services, solicit any other Users of the Services for such purposes and/or use data, content or materials gathered from the Services for such purposes, (ii) any data, content or materials of any type that infringe or violate any rights of any party, including, but not limited to, any patent, copyright, trademark, trade secret or any proprietary or other right of Monicat or a third party, (iii) any data, content or materials that are illegal, threatening, obscene, defamatory, harmful, invasive to privacy or otherwise violate the rights of Monicat or a third party, and/or (iv) any disabling code (defined as computer code designed to interfere with the normal operation of the Services or Monicat’s or a third party’s hardware or software) or any program routine, device or other undisclosed feature, including, but not limited to, a time bomb, virus, software lock, drop-dead device, malicious logic, worm, Trojan horse or trap door which is designed to delete, disable, deactivate, interfere with or otherwise harm the Services or Monicat’s or a third party’s hardware or software.
- Use the Services for in a manner directly competitive to the Services, including any benchmarking, monitoring or testing availability or performance relating to similar or competitive services, or any other competitive use, including, but not limited to, creating services, products or software that are substantially similar to the Services. Benchmarking and/or testing offered to customers as a part of the Service shall not be deemed a violation of this paragraph.
- Decompile, disassemble or otherwise reverse engineer or attempt to reconstruct or derive any source code (or underlying ideas, algorithms, structure or organization), modify or create a derivative work of the Services by any means whatsoever.
- Distribute, disclose or allow use of any portion of the Services or your Account in any format through any timesharing device, service bureau, network or by any other means, to or by any third party.
- Use or access any data, content or materials for any purpose or in any manner other than real-time viewing (which prohibits, for example, screenshots, downloading and storing) unless expressly permitted by the features of the Services.
- Use or access the Services or any data, content or materials provided through the Services in violation of international, federal, state or local law or other applicable rules or regulations (including, without limitation, any laws regarding the export of data or software to and from the US and other countries). If you access the Services from outside the United States, you do so at your own risk and responsibility for compliance with laws of your jurisdiction.
- To engage in any other conduct that restricts or inhibits anyone’s use or enjoyment of the Service, or which, as determine by us, may harm Monicat or Users of the Service or expose them to liability.
- Third Party Content and Products. The Service may contain links to third party content and other third-party websites that are not owned or controlled by Monicat. Links are provided to online Users solely as a convenience and our inclusion of such links does not imply any endorsement of the information by Monicat. You acknowledge and agree that we have no control over such sites and resources, are not responsible for the availability of such sites or resources, and do not endorse and are not responsible or liable for any content, advertising, products, features, services, information or other materials on or available from such sites or resources, or any websites that they may link to (collectively, “Third-Party Content”). We shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with use of or reliance on any Third-Party Content.
Access to the Services may include hardware, software, and other proprietary materials from Monicat’s third party suppliers that are subject to license rights, terms and restrictions (collectively, “Third-Party Licenses”). In such event, your rights to the Services are expressly subordinate and subject to the Third-Party Licenses and you must comply with Third-Party Licenses. If Monicat’s rights provided by a third-party supplier are limited, suspended or terminated for any reason, your rights shall also be so limited, suspended or terminated. To the extent of any conflict between the terms of this Agreement and the terms of a Third-Party License, the terms of the Third Party-License shall control with respect to the applicable third-party product.
- Termination. Access to the Services is provided at the discretion of Monicat. Monicat has the right at any time, with or without prior notice, to suspend or terminate your access to the Services or your Account, and to refuse any and all current or future use of all or any portion thereof, for any reason, including, but not limited to, if Monicat believes that you are in violation of any of the provisions of this Agreement, your Account is being used without your authorization, or the information you have provided is inaccurate, not current or incomplete. Monicat shall also have the right, but not the obligation, at any time to change or discontinue any aspect or feature of the Services and/or change or remove any of the User Data from the Services, in its sole discretion. In the event you desire to terminate your Account you may do so through the Service or by contacting Monicat as set forth below. Upon termination of your Account, all of the information associated with your Account may be retained or deleted without notice, consistent with applicable law. Monicat shall have no liability for such deletion.
- Warranties. You represent and warrant that (i) this Agreement constitute your legal, valid and binding obligation enforceable against you in accordance with their terms, subject to the principles of equity, bankruptcy, insolvency, reorganization and other laws affecting creditors’ rights generally, (ii) you have all requisite authority to enter into this Agreement, (iii) your agreement to this Agreement and performance or compliance with the terms of this Agreement will not conflict with, result in a breach of, constitute a default under or require the consent of any third party under any license, sublicense, lease, contract, agreement or instrument to which you or your affiliates are bound or to which your properties are subject, (iv) you are the lawful owner of any submitted User Data and your Registration Data, or to the extent you are not the lawful owner, you have all rights necessary for you to provide, upload and make available in submitted User Data and your Registration Data and license it as specified herein, and (v) your submitted User Data and your Registration Data will not violate or in any way infringe on any patent, copyright, trade secret, trademark, intellectual property or other rights of a third party.
- Indemnification. To the fullest extent permitted by law, you shall indemnify, defend and hold Monicat and the other Monicat Parties harmless from and against any and all losses, liabilities, suits, actions, obligations, fines, damages, judgments, penalties, claims, causes of action, charges, costs and expenses (including, but not limited to, attorneys’ fees, disbursements and court costs prior to trial, at trial and on appeal) arising out of or resulting from, or alleged to result from (i) your breach of this Agreement, (ii) your access to and use of the Services, and/or (iii) your submitted User Data and your Registration Data; provided, the foregoing provisions of this Section shall not apply to the extent such losses, costs and expenses arise out of the gross negligence or willful misconduct of Monicat.
- Force Majeure. Monicat shall not be responsible for delays or failures of performance resulting from acts beyond its reasonable control. Such acts shall include, but are not limited to, acts of God, strikes, public internet and private internet connection failures, third party service providers, lockouts, riots, acts of war, acts of terror, epidemics, government regulations, fire, communication line failures, power failures, earthquakes and other disasters.
- Personal Information. Monicat may collect your personal and non-personal information when you download, register for, access and/or use the Services. You agree that Monicat may collect, process, transfer, use and disclose your information in accordance with Monicat’s [Privacy Notice] which is incorporated herein by reference and deemed a part hereof.
- Feedback. If you submit any ideas, concepts, feedback or related information concerning the Services to Monicat through the Services or by other means, you hereby grant, and/or warrant that the owner of such content or intellectual property has expressly granted to Monicat, a royalty-free, perpetual, irrevocable, world-wide, non-exclusive, transferable, sublicensable (through multiple tiers) license to reproduce, copy, use, create derivative works from, modify, publish, edit, translate, distribute, perform and display, including digitally or electronically, such content or intellectual property in any media or medium, or any form, format or forum now known or hereafter developed.
- Assignment. You may not assign or transfer this Agreement, or any of your rights or obligations hereunder, without the prior written consent of Monicat, and any attempted assignment or transfer without Monicat’s prior written consent shall be null and void. Monicat may assign this Agreement to an affiliate or the surviving entity or its successor in the event of its merger or the sale of all or substantially all of its assets. All of the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective personal representatives, estates, heirs, successors and permitted assigns.
- Governing Law. This Agreement shall be governed by, construed and enforced according to the laws of the State of Minnesota, without regard to its conflict or choice of law principles. Any action arising out of or relating to this Agreement shall be brought only in the state or federal courts located in the State of Minnesota.
- Contact Information. Most communications between us and you will be sent and received electronically. You agree that all agreements, notices, disclosures and other electronic communication exchanged between you and us shall satisfy any legal requirements that such communications be in writing. If communication is sent non-electronically, it shall be deemed received given five (5) business days after the date sent by certified mail, postage prepaid with return receipt requested, or when received via electronic mail, in each case to the respective party as set forth below.
- Miscellaneous. Section headings are not to be considered part of this Agreement. They are included solely for convenience and not intended to be full or accurate descriptions of the content hereof. Except as otherwise set forth herein, if any provision of this Agreement is found void or unenforceable, this will not affect the validity of the balance of this Agreement, which shall remain valid and enforceable, and the invalid or unenforceable provision shall be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision. Except as stated herein, nothing in this Agreement is intended to confer upon any person other than the parties hereto, and their respective personal representatives, estates, heirs, successors and permitted assigns, any rights or remedies under or by reason of this Agreement. Any and all rights and obligations contained in this Agreement which by their nature and/or context are intended to survive termination of this Agreement shall so survive, including, but not limited to, perpetual license grants, indemnification, limitations of liability and disclaimers. No breach or right under this Agreement may be waived unless in writing signed by the waiving party.
To the fullest extent permitted by applicable law, NO CLAIM UNDER THESE TERMS OF SERVICE SHALL BE JOINED TO ANY OTHER CLAIM, INCLUDING ANY CLAIM INVOLVING ANY OTHER CURRENT OR FORMER USER OF THE SERVICE, AND NO CLASS ACTION PROCEEDINGS SHALL BE PERMITTED.
- Changes to the Agreement. Monicat may modify this Agreement from time to time by posting an updated version of this Agreement and changing the “Date Last Modified” above. Such changes shall be effective immediately upon posting an updated Agreement. If you continue to access or use the Services, you accept such modified terms. If you do not agree to such changes, do not continue to access or use the Services.