User Terms

These User Terms (“User Terms”) are a binding agreement between Silk Road Merchants LLC, the owner and operator of MartialCRM™ (“Silk Road Merchants,” “MartialCRM,” “we,” “us,” or “our”), and you, an individual whom a martial arts school, academy, studio or other organization (“School”) has authorized to use MartialCRM (the “Service”).

The School has a separate agreement with us governing its subscription to the Service. These User Terms govern your individual access to and use of your MartialCRM account.

1. Acceptance

You accept these User Terms when you select “I Accept” or equivalent language in the Service.

If you do not accept them, you may not use your individual MartialCRM account.

We may record the version you accepted, the date and time, your account, IP address and browser or device information as evidence of acceptance and for security purposes.

2. Your Relationship With the School

Your School determines whether you may use MartialCRM, the role assigned to you, the branches and records you may access, and when your access ends.

Your access to MartialCRM does not create an employment, contractor, partnership, agency or other relationship between you and Silk Road Merchants.

Your employment, volunteer, contractor or other relationship with your School is between you and your School.

We do not control your School's employment decisions, training decisions, workplace policies, compensation or management.

3. Your Account

You must use your own account except where MartialCRM expressly provides a shared limited-purpose account such as an authorized kiosk account.

You must:

• keep your credentials confidential;
• not permit another person to use your individual account;
• use reasonable care when using shared or public computers or devices;
• sign out where appropriate;
• follow your School's security policies; and
• promptly notify your School if you suspect your account or credentials have been compromised.

You may not attempt to use another person's account or circumvent the permissions assigned to you.

4. School Data

Information concerning the School, its students, families, prospects, staff, schedules, memberships, communications and other records is “School Data.”

School Data is provided to MartialCRM for the School's purposes.

You may access and use School Data only:

• for legitimate work you are authorized to perform for the School;
• within the permissions assigned to your account;
• according to the School's instructions; and
• in compliance with applicable law and these User Terms.

You may not copy, download, export, disclose, retain or use School Data for personal purposes, for another business, to compete with the School, or after your authorization ends.

Some School Data may concern minors or contain sensitive information such as dates of birth, contact information, medical or safety notes, photographs or family information. You must access such information only when reasonably necessary for authorized duties.

Your obligations concerning School Data continue after your account is disabled or your relationship with the School ends.

5. Acceptable Use

You may not:

• use the Service unlawfully or violate another person's rights;
• access or attempt to access records, branches, accounts or systems outside your authorization;
• share credentials or impersonate another user;
• alter records for an unauthorized, fraudulent or deceptive purpose;
• upload malicious code;
• send spam or unlawful communications;
• probe, scan or test MartialCRM's security without written authorization;
• circumvent access controls or other security protections;
• interfere with, overload or disrupt the Service;
• scrape or harvest data through unauthorized automated means;
• copy, resell, sublicense or commercially redistribute the Service;
• reverse engineer or attempt to derive MartialCRM source code except where applicable law expressly permits it; or
• use MartialCRM, its interfaces or non-public information to develop or materially assist a competing product or service.

6. Activity Records and Support Access

MartialCRM may maintain security and activity records relating to your account, including sign-ins and changes made to records.

Your School may be able to review activity associated with your account.

Authorized Silk Road Merchants personnel may access the Service using support functionality such as “View As” when reasonably necessary to support the School, investigate problems, maintain security or comply with legal obligations.

Such sessions may be logged.

Our Privacy Policy provides additional information about how personal information associated with your account is handled.

7. Communications

If your School authorizes you to send communications through MartialCRM, those communications are made on behalf of the School.

You are responsible for following the School's instructions and for not knowingly sending unlawful, deceptive, harassing or unauthorized communications.

8. Intellectual Property

MartialCRM, the Service, Website, software, interfaces, documentation, designs, trademarks, logos and related technology belong to Silk Road Merchants LLC or its licensors.

Your account gives you only a limited permission to use the Service while your School authorizes you to do so.

No ownership or other intellectual-property rights are transferred to you.

9. Suspension and Termination

Your School may change your role, permissions or branch access or disable your account.

We may suspend or restrict your account where we reasonably believe doing so is necessary to:

• protect the Service, School Data, another customer or another person;
• investigate suspected unauthorized access or misuse;
• enforce these User Terms;
• comply with law; or
• respond to instructions from your School consistent with its agreement with us.

We may act immediately where reasonably necessary to prevent ongoing security, legal or operational harm.

Your account ends when your School disables it, your authorization ends or your School's MartialCRM subscription terminates.

Sections concerning School Data, intellectual property, liability and dispute resolution survive termination where their nature requires it.

10. Service Provided to the School

MartialCRM provides the Service to your School under its separate agreement with us.

Your School—not Silk Road Merchants—is responsible for deciding how MartialCRM is used in its operations and for decisions made using its records.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE SERVICE IS PROVIDED TO YOU “AS IS” AND “AS AVAILABLE.”

WE DISCLAIM IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT TO THE EXTENT PERMITTED BY LAW.

WE DO NOT WARRANT THAT THE SERVICE WILL ALWAYS BE AVAILABLE, ERROR-FREE OR COMPLETELY SECURE.

11. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY LAW, SILK ROAD MERCHANTS AND ITS AFFILIATES, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, LICENSORS AND SERVICE PROVIDERS WILL NOT BE LIABLE TO YOU FOR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR LOST PROFITS, REVENUE, BUSINESS, GOODWILL OR DATA, ARISING OUT OF OR RELATING TO YOUR USE OF THE SERVICE.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, OUR AGGREGATE LIABILITY TO YOU ARISING FROM OR RELATING TO THE SERVICE OR THESE USER TERMS WILL NOT EXCEED $100.

Nothing in these User Terms limits liability that applicable law does not permit us to limit.

12. DISPUTE RESOLUTION AND BINDING ARBITRATION

PLEASE READ THIS SECTION CAREFULLY. EXCEPT FOR THE LIMITED EXCEPTIONS BELOW, IT REQUIRES YOU AND SILK ROAD MERCHANTS TO RESOLVE DISPUTES THROUGH INDIVIDUAL BINDING ARBITRATION RATHER THAN A COURT OR JURY.

Informal Resolution

Before commencing arbitration, you or Silk Road Merchants must provide written notice describing the dispute and requested relief and allow at least 30 days for good-faith informal resolution.

Binding Arbitration

Except for the exceptions below, any dispute, claim or controversy arising out of or relating to these User Terms, your account, your use of MartialCRM or your relationship with Silk Road Merchants will be resolved by binding arbitration administered by the American Arbitration Association (“AAA”).

The AAA rule set applicable to the dispute as determined under AAA's rules—including its Consumer, Commercial or Employment/Workplace rules where applicable—will govern the proceeding.

The Federal Arbitration Act governs this arbitration agreement.

Silk Road Merchants will pay arbitration fees that applicable law or the governing AAA rules require it to pay.

Unless the parties agree otherwise, the arbitration will be conducted by one neutral arbitrator. Remote proceedings may be used where permitted and appropriate.

AAA's Mass Arbitration Supplementary Rules will apply when those rules apply according to their terms.

A court will decide whether an agreement to arbitrate was formed. Except where these User Terms expressly provide otherwise, the arbitrator will decide other disputes concerning the interpretation, scope or enforceability of this arbitration provision.

Exceptions

Either party may bring an eligible individual action in small-claims court.

Either party may seek temporary or emergency injunctive relief in court concerning unauthorized access to systems or data, misuse of confidential information or infringement or misuse of intellectual property.

Nothing in these User Terms waives a right or remedy that applicable law prohibits you from waiving.

Individual Proceedings and Class-Action Waiver

TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AND SILK ROAD MERCHANTS AGREE THAT CLAIMS WILL BE BROUGHT ONLY ON AN INDIVIDUAL BASIS.

NEITHER PARTY MAY BRING OR PARTICIPATE IN A CLASS, COLLECTIVE, CONSOLIDATED OR REPRESENTATIVE ACTION OR ARBITRATION EXCEPT TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH A WAIVER.

An arbitrator may not conduct class arbitration without written agreement of both parties.

If a court finally determines that this waiver cannot legally apply to a particular claim or form of relief, that claim or relief will proceed in court rather than class arbitration, while any remaining arbitrable individual claims remain subject to arbitration to the extent permitted by law.

Arbitration Opt-Out

You may opt out of this arbitration agreement by giving Silk Road Merchants written notice within 30 days after the first date you accept User Terms containing this arbitration provision.

You may submit the notice through the MartialCRM contact form. The notice must state that you are opting out of arbitration and include your name, the email address associated with your MartialCRM account and the name of your School.

Opting out of arbitration does not affect any other provision of these User Terms and will not affect your ability to use MartialCRM if your School continues to authorize your account.

Jury-Trial Waiver

For any dispute properly heard in court rather than arbitration, you and Silk Road Merchants waive trial by jury to the maximum extent permitted by applicable law.

13. Governing Law

These User Terms are governed by the laws of the Commonwealth of Massachusetts, without regard to conflict-of-law principles, except that the Federal Arbitration Act governs the arbitration provision.

Mandatory rights provided by the law of your state or jurisdiction that cannot legally be waived remain unaffected.

For disputes properly brought in court and not required to be heard elsewhere by applicable law, you consent to jurisdiction in the state courts located in Middlesex County, Massachusetts, or the United States District Court for the District of Massachusetts.

14. Changes

We may update these User Terms when the Service, applicable law, security requirements or our practices change.

For a material change, MartialCRM may present the updated User Terms in the Service and require you to affirmatively accept them before continuing to use your account.

A material amendment to the arbitration provision will not retroactively change the dispute-resolution rules applicable to a dispute of which we had actual written notice before the amendment became effective.

15. General

If any provision of these User Terms is unenforceable, it will be enforced to the maximum lawful extent and the remainder will remain effective.

Failure to enforce a provision is not a waiver.

The School's agreement with Silk Road Merchants governs the commercial relationship between the School and Silk Road Merchants. These User Terms govern your individual access and obligations and may not be expanded against you solely by an agreement to which you did not assent.

Questions about these User Terms may be directed to your School's manager or submitted through the MartialCRM contact form.