Marble Collective Membership and User Agreement
These terms and conditions (the “Agreement”) set out the terms on which Marble Collective, Inc., a Delaware corporation, (“Marble”, “we”, “us” or “our”) provides services (the “Service”) to women leaders in a variety of industries who are accepted as Marble members (“Members”). The Service includes creation and maintenance of public-facing digital profiles (“Profiles”) that serve as automated autobiographical websites for Members on the website marblecollective.com (the “Site”). The Service also enables Members to interact and share recommendations. This Agreement applies to all individuals who browse or use the Site and who access or use the Service (“you” or “Users”), including Members and non-Members. You should read this Agreement carefully. By indicating acceptance of this Agreement or by otherwise using the Service, you are entering into a legally binding agreement with us, and you hereby represent that you are of legal age, and are otherwise fully able and competent, to enter into a binding agreement. If you do not agree to these terms and conditions, you must not use the Service.
THIS AGREEMENT CREATES A BINDING LEGAL AGREEMENT BETWEEN YOU AND MARBLE, AND INCLUDES AN ARBITRATION CLAUSE UNDER WHICH CERTAIN CLAIMS MAY NOT BE BROUGHT IN COURT OR DECIDED BY A JURY. PLEASE READ THIS AGREEMENT CAREFULLY.
1. Member Services. Members and non-Members may browse the Site, subject to the terms of this Agreement. Contingent upon Marble’s acceptance of a Member’s membership application, during the term of this Agreement, Marble will provide Member with a Profile, update and maintain Member’s Profile including automatically adding new media and digital assets to Member’s Profile to create a searchable portfolio, allow Member to create a library of works recommended by Member (the “Library”), and facilitate communication between Member and other Members via direct messaging, tagging and public-facing comments on public features Profiles and Libraries. The Service utilizes artificial intelligence to locate and capture links to media produced by Member or which feature Member. The Service then creates Member’s Profile, linking to the identified media; Member can edit the Profile and delete links in Member’s discretion. The Service also enables Member to create a Library which Member can designate as private or public-facing. The Service may also develop a personalized large language model tool for each Member which enables the Member to understand trends in their media exposure and consumption.
2. Membership and Subscriptions.
a. Acceptance and Registration. Completion of the membership application on the Site is required for membership. Prospective Members may self-nominate or be nominated by existing Members. Prospective Members may be required to provide us with first name, last name, and email address, and to create a password and register with us. We may also request additional information from prospective Members prior to reviewing the membership application. You represent and warrant to us that you will provide us with accurate, current and complete information. You are responsible for your application, membership, and for all use of the Service using any credentials or passwords issued to you or chosen by you. You will keep all such credentials and passwords confidential. You must be at least eighteen (18) years old to become a Member. Marble reserves the right to reject any applicant for membership if Marble in its sole discretion believes that such applicant is not an appropriate candidate for the Service. Marble will notify accepted Members via e-mail. The use of the Service by Members is subject to this Agreement, and Member shall be required to accept this Agreement in order to use the Service.
b. Subscription. Each Member will select a subscription length (monthly, quarterly, or annual) and be required to provide login credentials in order to access the Service. Marble will use reasonable efforts to maintain the confidentiality of the information provided by Member, and will not share such information except as may be expressly permitted under this Agreement, Marble’s Privacy Policy, and applicable laws and regulations.
c. Cancellation of Auto-Renew Subscription Plans. If you are a Member with an annual subscription to Marble, your subscription will automatically renew for subsequent one-year subscription terms unless you cancel your membership no later than twenty-four (24) hours before the first payment for your next membership term is due, in order to avoid the next billing (subscription) period. YOU MAY CANCEL YOUR SUBSCRIPTION AT ANY TIME (WHICH CANCELLATION WILL BE EFFECTIVE AT THE END OF YOUR CURRENT SUBSCRIPTION TERM AS SET FORTH IN THE PRECEDING SENTENCE) BY PROVIDING NOTICE TO MEDLEY BY EMAILING US AT SUPPORT@MARBLECOLLECTIVE.COM OR CALLING US AT 646.844.2408 STATING YOUR NAME AND THAT YOU ARE CANCELING YOUR SUBSCRIPTION, OR WORDS OF SIMILAR EFFECT. YOU MAY ALSO CANCEL BY LOGGING INTO YOUR ACCOUNT ON THE SERVICE AND CLICKING ON THE “CANCEL MY MEMBERSHIP” BUTTON, FOR A PRE-FORMATTED CANCELLATION E-MAIL TEMPLATE, WHICH YOU CAN SEND TO US. If you cancel your subscription, the cancellation will be effective upon the end of your current subscription term, and Marble will not automatically renew your subscription thereafter.
3. Fees and Payment.
a. Fees. In consideration for the purchase of a membership subscription hereunder, Member shall pay Marble the subscription fees for the subscription length selected by Member, due in advance of the membership’s start date. Membership fees are due for all accepted Members regardless of Members’ use of and participation in the Service. If you become a Member, you must pay all applicable fees for your subscription term, even if you discontinue use of the Service prior to the end of your subscription period.
b. Payment. Members will provide Marble (or our designated third-party payment provider) with accurate and valid credit card or other payment information and update your credit card or other payment information in the event any information provided becomes invalid or incomplete. If any charge is rejected by our bank or payment providers, you are still liable to pay the applicable fees. We reserve the right to accept, refuse or cancel any requests to join Marble, without liability or justification. We will refund you if your request was denied by us after your credit card or other payment method has been charged. Except as set forth in the preceding sentence, all fees are nonrefundable. Marble will charge your credit card for the fees then in effect when you subscribe. If Marble does not receive payment from the issuer of the credit card associated with your Profile, you agree to pay all amounts due upon demand directly to Marble, and Marble further reserves the right to either suspend or terminate your access to your Profile and Library in such circumstances.
c. Taxes. All amounts due hereunder are exclusive of all sales, use, excise, service, value added, or other taxes, duties and charges of any kind (whether federal, state, local or other) associated with the Service. Member shall be solely responsible for all such taxes, duties and charges (except for taxes imposed on Marble’s income), which may be invoiced or charged by Marble from time to time.
d. Price Changes. Marble reserves the right to change the terms of your subscription, including price, from time to time, effective as of the beginning of your next subscription term following the date of the change. If Marble changes the subscription fee or other charges for your subscription, we will give you advance notice of these changes at least thirty (30) days prior to the start of your next subscription term. If you purchase a subscription from us with promotional pricing, we will inform you of the non-promotional pricing, obtain your consent to such pricing, and notify you of how to cancel your subscription prior to billing you at the non-promotional pricing.
4. Intellectual Property Rights.
a. Marble Property. The Service, including all aspects of the Site (including Marble Property, as defined below), is the property of, and owned by, Marble or its licensors. All the software, algorithms, functionality, inventions, concepts, text, images, sound, music, videos, marks, logos, compilations, content and technology used to deliver the Service or otherwise embodied in, displayed through, or provided directly or indirectly (e.g., emails or other communications from Marble to Users) via the Service are “Marble Property.” Except as otherwise expressly permitted by this Agreement, any use, copying, making derivative works, transmitting, posting, linking, deep linking, framing, redistribution, sale, decompilation, modification, reverse engineering, translation or disassembly of Marble Property is prohibited. Subject to the terms and conditions herein, we grant you the non-exclusive, non-sublicenseable, non-transferable, limited, revocable right to access and use the Marble Property solely to the extent necessary for you to use the Service for the purposes described in Section 1 above), as permitted by this Agreement. We reserve all other rights.
b. Marks. The marks MARBLE and MARBLE COLLECTIVE, the Marble logo, and any associated logos are registered or unregistered trademarks or service marks of Marble or its licensors. You may not use them, or any of Marble’s other marks or logos, in any manner, including any use that is likely to cause confusion or that disparages or discredits Marble, without Marble’s prior written consent. The Service may also feature the trademarks, service marks, and logos of third parties, and each owner retains all rights in such marks. Any use of such marks, or any others displayed on the Service, will inure solely to the benefit of their respective owners.
5. Use of the Service.
a. Restrictions on Use of the Service. Except as expressly prohibited, you are permitted to access and use the Service, subject to your agreement that: (i) the Service is offered, and your use of the information is permitted, for informational purposes only, and use for any other purpose is expressly prohibited by law, and may result in civil and criminal penalties. Violators will be prosecuted to the maximum extent possible. We reserve the right (but are under no obligation) to investigate any claim that use of the Service does not conform to the terms and conditions of this Agreement, and to terminate your access to the Service for breach of this Agreement. You may not copy the design elements, look and feel, or layout of the Service. Those elements of the Service are protected by law, such as trade dress, trademark, unfair competition, and other laws and may not be copied or imitated in whole or in part. No logo, graphic, video, sound or image from the Service may be copied or retransmitted unless expressly permitted by Marble. Certain features, pages or content offered through the Service may require supplemental terms of use, to which you must agree in order to use the relevant features, pages or content.
b. Interactive Use of the Service. You agree that if you interact with Marble Members or Users, through comments, tagging or messaging, (i) your participation will at all times be in compliance with this Agreement and all rules imposed by Marble, and (ii) your behavior will not be objectionable in any way, as determined by Marble in its sole discretion.
c. General Restrictions. You must not use the Service in a way that infringes any copyright or violates any property rights, rights of privacy or publicity, or any other rights of any third party; or introduce any software viruses, malware, spyware or any other code, file or program into the Service that is designed to interrupt, destroy or limit the functionality of any computer software, hardware or telecommunications equipment. You must not (i) use the Service in any way that would violate any law or the rights of any person; (ii) impersonate any person or entity, or forge or manipulate headers to disguise your identity; (iii) except as otherwise expressly permitted by this Agreement, harvest or otherwise collect information about others from the Service; (iv) take any action that imposes or may impose an unreasonable or disproportionately large load on the Service or its infrastructure, or bypass any measures we may use to prevent or restrict access to any portion of the Service (or other accounts, networks or services connected thereto); (v) use manual or automated software, devices, or other processes to “crawl”, “scrape” or “spider” any of the Service or otherwise to copy, obtain, propagate, distribute or misappropriate any information or other content from the Service, including any of the Marble Property; (vi) distribute or otherwise make available any information or other content obtained through the Service to any third party, except as expressly permitted herein; (vii) otherwise interfere in any manner with the use or operation of the Service; or (viii) use the Service in the development, directly or indirectly, of any product, software or service that offers any functionality substantially similar to, or competitive with, the Service.
d. Feedback. You might voluntarily provide comments, feedback, suggestions, ideas, or other submissions in relation to the Service (collectively “Feedback”). All Feedback will be the sole property of Marble. We will be entitled to use, reproduce, disclose, publish, distribute, and otherwise exploit in any manner, all Feedback, without restriction and without compensating you in any way. We are and shall be under no obligation to maintain any Feedback in confidence, or to respond to any Feedback.
6. User Content. You may create, upload, store and/or share with other Members and Users certain information or other content (which may include data, text or other materials or content) (collectively, “User Content”) through your use of the Service. You retain your rights in your User Content, subject to the rights granted below and our rights in the Marble Property as explained above.
a. License to User Content. You hereby grant and agree to grant us a worldwide, non-exclusive, perpetual, irrevocable, royalty-free, fully-paid, transferable license, with the right to sublicense through multiple tiers, to copy, modify, adapt, publish, transmit, distribute, prepare derivative works, perform, display, use, and otherwise exploit your User Content in connection with operation of the Service. To the extent reasonably necessary or appropriate to effect or support the license granted by you above, you hereby waive and agree to waive (or if not waivable, agree not to assert) any rights of privacy or publicity, or any moral rights or other similar rights, with respect to Your User Content. You also hereby grant and agree to grant each user to whom you transmit your User Content via the Service a worldwide, non-exclusive, perpetual, royalty-free license to access, copy and use your User Content, in each case solely for such user’s own personal non-commercial purposes, in accordance with the terms and conditions herein. You agree that we are not responsible for any use or disclosure of your User Content by other users or any third party who gains access to it through the Service (which may include unintended activities by third parties, such as by hackers).
b. Your Representations and Warranties. You represent and warrant that you own all proprietary rights in your User Content or, with respect to any of your User Content you do not own, that you have the full authority and right to create, upload, store and/or transmit your User Content, and to grant the licenses and rights you have granted in this Agreement, and that your creation, uploading, storage and/or transmission of your User Content, and the exercise by us and other users of the licenses and rights granted by you herein, shall not infringe any third party intellectual property or proprietary rights, nor violate any rights of privacy or publicity, nor be defamatory, libelous, vulgar, profane or obscene, nor violate any law or other right, privilege or interest of any third party.
c. Review and Removal. We do not control User Content, and we are not responsible for its content, accuracy or reliability. We are under no obligation to edit or control User Content, although we reserve the right to review, and take certain actions with respect to, User Content in accordance with this Agreement, including the Privacy Policy (as defined below). In the event that we deem, in our sole discretion, any User Content to be inconsistent with the terms of this Agreement, the Privacy Policy, or any other rules or policies we may publish from time to time, we may remove such User Content from the Service, including incomplete or misleading information or any other User Content we deem, in our sole discretion, to be inappropriate. On termination of your account, or this Agreement, we have no obligation to return any User Content to you, so you should retain copies of all of Your Content.
d. Use of Image, Voice and Likeness. You agree that if you become a Member, notwithstanding any rights of publicity, privacy or otherwise (whether or not statutory) anywhere in the world and without any compensation, Marble may and is hereby authorized to use your name, voice and likeness as appearing in content used to create, maintain and update your Profile and Library in connection with the operation or promotion of the Service during and after the term of this Agreement.
7. Warranty Disclaimers and Limitations of Liability.
a. General Representations and Warranties. Each party hereby represents and warrants to the other party that: (i) its execution, delivery and performance of this Agreement have been duly and validly authorized by all necessary organizational action on its part; (ii) the provisions set forth in this Agreement constitute legal, valid and binding obligations of such party enforceable against such party in accordance with their terms, subject to bankruptcy, insolvency and other laws affecting creditors’ rights generally; and (iii) its execution, delivery and performance of this Agreement do not and will not conflict with, result in a breach of, constitute a default under, or require the consent of any third party under, any agreement or other obligation to which such party is subject.
b. General Disclaimer. EXCEPT FOR THE WARRANTIES SET FORTH IN SECTION 5(A) ABOVE, THE SERVICE IS PROVIDED “AS IS”, WITH ALL FAULTS. MARBLE EXPRESSLY DISCLAIMS ANY AND ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING: (i) ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, NONINFRINGEMENT, AND ANY AND ALL WARRANTIES ARISING FROM COURSE OF DEALING OR USAGE OF TRADE; (ii) THAT THE SERVICE OR THE MARBLE PROPERTY WILL MEET YOUR REQUIREMENTS, WILL ALWAYS BE AVAILABLE, ACCESSIBLE, UNINTERRUPTED, TIMELY, SECURE OR OPERATE WITHOUT ERROR; AND (iii) AS TO THE ACCURACY OR RELIABILITY OF ANY INFORMATION, INCLUDING BUT NOT LIMITED TO THE CONTENT COMPRISING PROFILES OR OTHER THIRD PARTY CONTENT, OBTAINED FROM THE SERVICE OR THE MARBLE PROPERTY. THE CONTENT PUBLISHED ON OR DISTRIBUTED THROUGH THE SERVICE COULD INCLUDE TECHNICAL INACCURACIES OR TYPOGRAPHICAL ERRORS. MARBLE MAKES NO REPRESENTATIONS OR WARRANTIES REGARDING THE RESULTS OF YOUR USE OF THE SERVICE OR INTERACTIONS WITH OTHER MEMBERS OR USERS. We may pause or interrupt the Service at any time, and you should expect periodic downtime for updates to the Site. No advice or information obtained by you from us or through the Service will create any other warranty. Marble hereby disclaims all liability for any act or omission of, or any advice or informed expressed by, any Users or Members of the Service or third parties.
c. Limitation of Liability. UNDER NO CIRCUMSTANCES WILL MARBLE BE LIABLE FOR ANY INCIDENTAL, CONSEQUENTIAL, INDIRECT, PUNITIVE OR SPECIAL DAMAGES (INCLUDING DAMAGES FOR LOSS OF BUSINESS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OF USE), WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR THE MARBLE PROPERTY. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MARBLE’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATING TO THIS AGREEMENT, THE SERVICE OR THE MARBLE PROPERTY, WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL BE LIMITED TO THE GREATER OF: (I) THE TOTAL FEES PAID BY YOU TO MARBLE UNDER THIS AGREEMENT, OR (II) TEN DOLLARS ($10). SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF WARRANTIES OR OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, SO SOME OF THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.
8. Confidentiality.
a. Definition. “Confidential Information” means information that is disclosed by either party (the “Disclosing Party”) to the other party (the “Receiving Party”) hereunder during the term of this Agreement that is clearly labeled or identified as confidential or proprietary when disclosed, or that, under the circumstances, should reasonably be treated as confidential, except that “Confidential Information” shall not include any information that (i) is or becomes generally known to the public through no fault of, or breach of this Agreement by, the Receiving Party; (ii) is rightfully in the Receiving Party’s possession at the time of disclosure without an obligation of confidentiality; (iii) is independently developed by the Receiving Party without use of the Disclosing Party’s Confidential Information; or (iv) is rightfully obtained by the Receiving Party from a third party without restriction on use or disclosure. In addition, the Service and Marble Property shall be deemed Confidential Information of Marble, regardless of whether or not they are labeled or identified, or would reasonably be considered confidential.
b. General Obligations. Each party agrees that it will during the Term and thereafter: (i) not disclose the other party’s Confidential Information to any third party (other than as permitted in the last sentence of this paragraph); (ii) use the other party’s Confidential Information only to the extent reasonably necessary to perform its obligations or exercise its rights under this Agreement; (iii) disclose the other party’s Confidential Information only to those of its employees and independent contractors who reasonably need to know such information for purposes of this Agreement and who are bound by confidentiality obligations offering substantially similar protection to those in this Section 6; and (iv) protect all Confidential Information of the other party from unauthorized use, access or disclosure in the same manner as it protects its own confidential information of a similar nature, and in no event with less than reasonable care. Notwithstanding the above, this paragraph shall not prohibit: (y) a party from disclosing Confidential Information of the other party to the extent required by applicable law, rule or regulation; provided that such party provides the other party prior written notice of such disclosure, to the extent practicable, and reasonably cooperates with efforts of the other party to seek confidential treatment thereof, to the extent such cooperation is requested by the other party; or (z) a party from disclosing the terms and conditions of this Agreement to its attorneys and advisors, (provided that such third parties are bound by confidentiality obligations offering substantially similar protection to those in this Section 6; provided further that such third parties are only permitted to use such information for the purpose of advising such party, as applicable).
c. Return or Destruction. Except as otherwise expressly provided in this Agreement, the Receiving Party will return to the Disclosing Party, or destroy or erase, the Disclosing Party’s Confidential Information in tangible form, upon the termination or expiration of this Agreement; provided that (i) Receiving Party may retain a copy of Disclosing Party’s Confidential Information solely for the purposes of tracking Receiving Party’s rights and obligations hereunder with respect thereto, (ii) Receiving Party may retain copies of Disclosing Party’s Confidential Information solely to the extent required by law or by applicable professional standards which require such Party to retain copies of its working papers, and (iii) Receiving Party may retain Disclosing Party’s Confidential Information solely to the extent reasonably necessary for Receiving Party to exercise rights or perform obligations under this Agreement that survive such termination or expiration.
9. Term and Termination.
a. Non-Member Users. If you use the Service as a non-Member, you may terminate this Agreement at any time by ceasing to use the Service. We reserve the right to suspend access to the Service at any time if we believe you are in breach of this Agreement. We reserve the right to cease to offer the Service at any time, for any reason or no reason.
b. Members. If you have a paid subscription for membership, the term of your subscription shall commence on the date you purchase the paid subscription and, unless earlier terminated as set forth herein, shall continue for the subscription term you purchased, unless otherwise terminated as described in this Article 12. We reserve the right to cease to offer memberships at any time, for any reason or no reason. If your subscription is terminated for any reason, you agree: (i) to immediately stop using the Service, (ii) that the license and rights provided by us under this Agreement shall terminate, and (iii) that we shall not be liable to you, or any third party, for compensation, reimbursement, or damages in connection with your use of the Service or for termination of access to your subscription. Either party may terminate this Agreement if the other party materially breaches this Agreement, the non-breaching party provides written notice of such breach, and the breaching party does not cure such breach within thirty (30) days after receipt of written notice of such breach, Members may also set their Profiles as private without terminating membership at any time.
c.Survival. Sections 3 through 8, 9.c., 10 through 13, 15, 16 and 17 any accrued obligations and remedies hereunder, and any other provisions that by their nature should reasonably survive, shall survive the termination or expiration of this Agreement.
10. Modification of Service and Agreement. We reserve the right to modify the Service at any time, without notice to you. We may also from time to time amend this Agreement prospectively. If we do so, we will notify you by posting on our Site. You agree that your continued use of the Service constitutes your agreement to the amended Agreement. If you do not agree to any amended Agreement that we publish, you must cease using the Service. Except as set forth above, this Agreement may be amended or modified only by Marble.
11. Applicable Law. All disputes or other matters arising from or relating to this Agreement, or the use or operation of the Service, will be governed by the substantive laws of the State of New York, U.S.A., without regard to its or any other jurisdiction’s conflicts of laws principles that would apply another law.
12. Arbitration; Class Action Waiver. The parties agree that any disputes arising out of or relating to the Service or this Agreement (including the validity and scope of the agreement to arbitrate) shall be resolved exclusively by final and binding arbitration administered by the American Arbitration Association (“AAA”) under the Federal Arbitration Act, and shall be conducted before a single arbitrator pursuant to the applicable Rules and Procedures established by the AAA (for information on the AAA and its rules, see adr.org). The arbitration shall be held in New York, New York, unless the AAA or the arbitrator shall determine that venue in such city is unreasonably burdensome, in which case the AAA or the arbitrator shall select a venue that is not unreasonably burdensome to both parties. If the AAA shall be unavailable or decline to administer the arbitration, and the parties do not agree on a substitute, a substitute administrator or arbitrator shall be appointed by the court. The arbitrator may render early or summary disposition of some or all issues, after the parties have had a reasonable opportunity to make submissions on these issues. At Marble’s option, this provision shall not apply to claims of patent, trademark, or copyright infringement or misappropriation of trade secrets (collectively, “IP Claims”).
You agree that any arbitration shall not permit claims on a class, mass, representative, or private attorney general basis. You further agree that no claims of other parties may be consolidated with your or our claims in the arbitration without both your and our consent. YOU ARE WAIVING YOUR RIGHTS TO HAVE YOUR CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS, MASS, REPRESENTATIVE, PRIVATE ATTORNEY GENERAL, OR CONSOLIDATED ACTION AGAINST US.
If any part of this Arbitration clause is later deemed invalid as a matter of law, then it shall be severed and the remaining portions of this section shall remain in effect, with the exception that if the preceding paragraph is deemed invalid, then this entire section shall be deemed invalid and the arbitration clause shall be void.
13. Jurisdiction. With respect to any IP Claims (as defined above) that are not subject to arbitration under the above provision, each party hereby consents to exclusive jurisdiction and venue in any federal or state court located within the State of New York, U.S.A., with respect to any suit, claim or cause of action arising from or relating to the Service or this Agreement.
14. Force Majeure. In no event will Marble be liable for any failure to comply with this Agreement to the extent that such failure arises from factors outside its reasonable control.
15. Compliance with Laws. Each party will comply with all laws and regulations applicable to its activities under or in connection with this Agreement.
16. Notices. Unless otherwise specifically provided herein, all notices required or permitted by this Agreement shall be in writing. Notices to Marble may be delivered personally, or may be sent by facsimile, overnight delivery or certified mail, return receipt requested, or by email to support@marblecollective.com. You agree that email to your email address on record will constitute formal notice under this Agreement.
17. Miscellaneous Provisions.
a. Waiver. No delay or omission by either party in exercising any of its rights occurring upon any noncompliance or default by the other party with respect to any of the terms and conditions of this Agreement will impair any such right or be construed to be a waiver thereof, and a waiver by a party of any of the covenants, conditions or agreements to be performed by the other party will not be construed to be a waiver of any succeeding breach thereof or of any other covenant, condition or agreement herein. No waiver will be binding on a party unless made in an express writing signed by such party.
b. Severability; Entire Agreement. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid or unenforceable, then this Agreement will remain in full force and effect and will be reformed to be valid and enforceable while reflecting the intent of the parties to the greatest extent permitted by law. Except as otherwise expressly provided herein, this Agreement, which includes all exhibits and other attachments hereto which are hereby incorporated by reference, sets forth the entire agreement between the parties regarding its subject matter, and supersedes all prior promises, agreements or representations, whether written or oral, regarding such subject matter. In the event of any conflict between this Agreement and any exhibit or other attachment, this Agreement shall control, unless the conflicting provision of the exhibit or other attachment expressly states that it is intended to amend this Agreement.
c. Assignment. This Agreement and each party’s rights and obligations hereunder are not assignable, or otherwise transferable or delegable, to any third party without the other party’s prior written consent; provided, Marble may assign or otherwise transfer or delegate this Agreement (including any rights or obligations hereunder), to any purchaser of all or substantially all of its business, assets or stock without your consent. Any purported assignment, transfer or delegation in violation of this Agreement will be null and void. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns.
d. Headings; Interpretation. As used herein and unless the intent is expressly otherwise in a specific instance, the terms “include,” “includes” or “including” shall not be limiting and “or” shall not be exclusive. Any section headings herein are for convenience only and do not form a part of, and will not be used in the interpretation of, the substantive provisions of this Agreement.
e. No Third Party Beneficiaries. There shall be no third party beneficiaries to this Agreement.
f. Publicity. Marble shall have the right to use Members’ names on membership lists published on the Site and in marketing materials.
g. Geography. We are based in the United States. We make no claims that the Service or any of its content is accessible or appropriate outside of the United States. Access to the Service may not be legal by certain persons or in certain countries. If you access the Service from outside the United States, you do so on your own initiative and are responsible for compliance with local laws.
h. Children. The Service is not directed to, and Membership is not offered to, users under the age of 18. The Service does not knowingly collect personal information from children under the age of 13. If you are under the age of 18, you are not permitted to create a profile. If you are under the age of 13, you are not permitted to send personal information to Marble.
i. Electronic Assent. This Agreement will be binding upon and inure to the benefit of the parties’ successors and permitted assigns. This Agreement may be executed electronically, and your electronic assent or use of the Service shall constitute execution of this Agreement. You agree that the electronic text of this Agreement constitutes a writing and your assent to the terms and conditions hereof constitutes a “signing” for all purposes.
Last Updated: November 2025