Terms of Service

Terms of Service

Welcome to the Terms of Service of MState, Co., a Delaware corporation doing business as BackboneAI (hereinafter referred to as “BackboneAI”, “we” or “us”). These BackboneAI Services terms and conditions, together with any documents they expressly incorporate by reference (collectively, these “Terms of Service”), set forth the terms governing the provision, access and use of BackboneAI’s Services (the “Services”) by authorized users of BackboneAI computer programs (including any new versions, updates or upgrades thereto, the “Software”) on or through https://Backbonenetworks.co (the “Website”), whether as a guest or a registered user.

BY AGREEING TO THESE SERVICE TERMS YOU REPRESENT AND WARRANT TO BACKBONEAI THAT YOUR EMPLOYER HAS AUTHORIZED YOU (A) TO ACCESS AND USE THE WEBSITE AND (B) TO POST, SUBMIT, PROVIDE, TRANSMIT AND OTHERWISE DISCLOSE ANY INFORMATION AND DOCUMENTS YOU MAY DISCLOSE TO BACKBONEAI ON, THROUGH OR IN CONNECTION WITH THE WEBSITE. IF YOU DO NOT HAVE SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THESE TERMS AND CONDITIONS, YOU MUST NOT ACCESS THIS WEBSITE.

Please read the Terms of Service carefully before using this Website. By using the Website, you accept and agree to be bound and abide by these Terms of Service. If you do not want to agree to these Terms of Service (or are not authorized to do so), you must not access or use the Website.

Changes to the Terms of Service

We may revise and update these Terms of Service from time to time in our sole discretion. All changes are effective immediately when we post them, and apply to all access to and use of the Website thereafter.

Your continued use of the Website following the posting of revised Terms of Service means that you accept and agree to the changes. You are required to check this page each time you access the Website so you are aware of any changes, as they are binding on you.

Accessing the Website and Account Security

We reserve the right to withdraw or amend the Website, and any service or material we provide on the Website, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Website is unavailable at any time or for any period. From time to time, we may restrict access to some parts of the Website, or the entire Website, to users, including registered users.

You are responsible for:

  • Making all arrangements necessary for you to have access to the Website.
  • Ensuring that all persons who access the Website through your internet connection are aware of these Terms of Service and comply with them.

To access the Website or some of the resources it offers, you may be asked to provide certain registration details or other information. It is a condition of your use of the Website that all the information you provide on the Website is correct, current and complete. You agree that all information you provide to register with this Website or otherwise, including but not limited to through the use of any interactive features on the Website, is governed by our Privacy Policy, and you consent to all actions we take with respect to your information consistent with our Privacy Policy.

If you choose, or are provided with, a user name, password or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any unauthorized person. You agree to notify us immediately of any unauthorized access to or use of your user name or password or any other breach of security.

You also agree to ensure that you exit from your account at the end of each session. You should use particular caution when accessing your account from a public or shared computer so that others are not able to view or record your password or other personal information.

We have the right to disable any user name, password or other identifier, whether chosen by you or provided by us, at any time in our sole discretion for any or no reason, including if, in our opinion, you have violated any provision of these Terms of Service.

Intellectual Property Rights

The Website and its entire contents, features and functionality (including but not limited to all information, software, text, displays, images, video and audio, and the design, selection and arrangement thereof), are owned by BackboneAI, its licensors or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret and other intellectual property or proprietary rights laws.

Your Obligations

You agree to receive communications from BackboneAI via e-mail, telephone, web, and other formats, regarding Services. You shall cooperate to enable BackboneAI to deliver the Services.

You are solely responsible for the use of the Software by your personnel and shall properly train your personnel in the use and application of the Software. You are solely responsible for protecting and backing up the data and information stored on the computers on which the Software is used and should confirm that such data and information is protected and backed up in accordance with any internal or regulatory requirements as applicable, before contacting BackboneAI for Services. BackboneAI is not responsible for lost data or information in the event of errors or other malfunction of the Software or computers on which the Software is used.

Data Collection

You agree that BackboneAI may collect, use, store and transmit technical and related information about you, and your use of the Software including but not limited to server internet protocol address, hardware identification, operating system, application software, peripheral hardware, and Software usage statistics, to facilitate the provisioning of updates, support, online services to you.

Data Protection & Usage

You acknowledge and agree that any correspondence, log files and any other documents or information prepared, generated or compiled by you in connection with a request for Services and disclosed to BackboneAI on or through the Website or otherwise in connection therewith may contain your and/or a third party’s(ies’) sensitive, confidential, personal or personal health information. You acknowledge and agree that prior to using the Services on through the Website you are solely responsible for taking the steps required to protect any data containing your and/or a third party’s(ies’) sensitive, confidential, personal or personal health information, including obscuring the logs, anonymizing such information or otherwise guarding such information prior to sending it to BackboneAI. If you do not take such steps, you represent and warrant to BackboneAI (a) that your employer has authorized you to post your and/or such third party’s(ies’) sensitive, confidential, personal or personal health information on the Website without obscuring the logs, anonymizing such information or otherwise guarding such information prior to sending it to BackboneAI, and (b) your employer has authorized BackboneAI to host and use such sensitive, confidential, personal or personal health information in connection with the Services.

Compliance with Applicable Laws; Export Control Laws

Your access to the Website is governed by all applicable federal, state and local laws. You may not access, download, use or export any content made available by BackboneAI on the Website in violation of any country’s export laws or regulations or any other applicable laws or regulations. You agree to comply with all export laws and restrictions and regulations of any United States or foreign agency or authority, and not to directly or indirectly provide or otherwise make available the services and products of BackboneAI in violation of any such restrictions, laws or regulations, or without all necessary approvals, including, without limitation, approvals for the development, design, manufacture or production of nuclear, chemical or biological weapons of mass destruction. As applicable, you shall obtain and bear all expenses relating to any necessary licenses and/or exemptions with respect to your use of the Website outside the U.S. Neither any content made available by BackboneAI on the Website nor the underlying information or technology may be downloaded or otherwise provided or made available, either directly or indirectly, (a) into any country subject to U.S. trade sanctions, to individuals or entities controlled by such countries, or to nationals or residents of such countries other than nationals who are lawfully admitted permanent residents of countries not subject to such sanctions; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or the U.S. Commerce Department’s Table of Denial Orders. By agreeing to these Terms, you agree to the foregoing and represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.

Reliance on Information Posted

The information presented on or through the Website is made available solely for general information purposes. We do not warrant the accuracy, completeness or usefulness of this information. Any reliance you place on such information is strictly at your own risk. We disclaim all liability and responsibility arising from any reliance placed on such materials by you or any other visitor to the Website, or by anyone who may be informed of any of its contents.
This Website may include content provided by third parties, including materials provided by other users, bloggers and third-party licensors, syndicators, aggregators and/or reporting services. All statements and/or opinions expressed in these materials, and all articles and responses to questions and other content, other than the content provided by BackboneAI, are solely the opinions and the responsibility of the person or entity providing those materials.

These materials do not necessarily reflect the opinion of BackboneAI. We are not responsible, or liable to you or any third party, for the content or accuracy of any materials provided by any third parties.

Disclaimers; Limitation of Liability

BACKBONEAI PROVIDES THE WEBSITE AND SERVICES TO YOU ON AN “AS-IS” BASIS. YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

BACKBONEAI HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. BACKBONEAI MAKES NO WARRANTY THAT (A) THE SERVICES WILL MEET YOUR REQUIREMENTS, (B) THE Services WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (C) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, OR (E) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM BACKBONEAI OR THROUGH OR FROM THE SUPPORT SERVICE SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THIS AGREEMENT.
IN NO EVENT WILL BACKBONEAI BE LIABLE FOR ANY LOST PROFITS OR BUSINESS OPPORTUNITIES, LOSS OF USE, BUSINESS INTERRUPTION, LOSS OF DATA, OR ANY OTHER INDIRECT, SPECIAL, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES HOWEVER CAUSED AND ARISING UNDER ANY THEORY OF LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE. THE FOREGOING LIMITATIONS SHALL APPLY REGARDLESS OF WHETHER BACKBONEAI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND REGARDLESS OF WHETHER ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF THIS SECTION MAY NOT APPLY TO YOU.

Indemnification

You agree to defend, indemnify and hold harmless BackboneAI, its affiliates, licensors and service providers, and its and their respective officers, directors, employees, contractors, agents, licensors, suppliers, successors and assigns from and against any claims, liabilities, damages, judgments, awards, losses, costs, expenses or fees (including reasonable attorneys’ fees) arising out of or relating to your violation of these Terms of Service or your use of the Website.

Governing Law and Jurisdiction

All matters relating to the Website and these Terms of Service and any dispute or claim arising therefrom or related thereto (in each case, including non-contractual disputes or claims), shall be governed by and construed in accordance with the internal laws of the State of New York without giving effect to any choice or conflict of law provision or rule (whether of the State of New York or any other jurisdiction).

Any legal suit, action or proceeding arising out of, or related to, these Terms of Service or the Website shall be instituted exclusively in the federal courts of the United States or the courts of the State of New York, in each case located in the City of New York and County of New York, although we retain the right to bring any suit, action or proceeding against you for breach of these Terms of Service in your country of residence or any other relevant country. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.
Limitation on Time to File Claims

ANY CAUSE OF ACTION OR CLAIM YOU MAY HAVE ARISING OUT OF OR RELATING TO THESE TERMS OF SERVICE OR THE WEBSITE MUST BE COMMENCED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES, OTHERWISE, SUCH CAUSE OF ACTION OR CLAIM IS PERMANENTLY BARRED.

Waiver and Severability

No waiver of by BackboneAI of any term or condition set forth in these Terms of Service shall be deemed a further or continuing waiver of such term or condition or a waiver of any other term or condition, and any failure of BackboneAI to assert a right or provision under these Terms of Service shall not constitute a waiver of such right or provision.

If any provision of these Terms of Service is held by a court or other tribunal of competent jurisdiction to be invalid, illegal or unenforceable for any reason, such provision shall be eliminated or limited to the minimum extent such that the remaining provisions of the Terms of Service will continue in full force and effect.

Entire Agreement

The Terms of Service and our Privacy Policy constitute the sole and entire agreement between you and BackboneAI with respect to the Website and supersede all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to the Website.

Termination

BackboneAI may terminate all Services and your access to the Website at any time if (a) it is discovered that you are currently in breach of your Software license restrictions pursuant to the agreement governing your license or subscription to the Software, or (b) you are in material breach of these Terms of Service.

Changes to the Website

We may update the content on the Website from time to time, but its content is not necessarily complete or up-to-date. Any of the material on the Website may be out of date at any given time, and we are under no obligation to update such material.