This Terms of Service (“Agreement”) is a legally binding agreement that governs your use of Mannazz, Inc. (“Company,” “we,” “us,” “our”) Website (www.pannazz.com), Apps (our various applications), and Services (as defined below).
PLEASE BE ADVISED THAT OUR WEBSITE, APP, OR SERVICES DOES NOT: (A) REPRESENT INDIVIDUALS OR ENTITIES IN PURCHASING, SELLING OR LEASING, OR OTHERWISE AQCUIRING OR DISPOSING OF REAL ESTATE; (B) MAKE, SOLICIT, NEGOTIATE ON BEHALF OF OR ASSIST INDIVIDUALS OR ENTITIES IN OBTAINING LOANS TO PURCHASE REAL ESTATE; OR (C) PROVIDE LEGAL REPRESENTATION OR ADVICE IN CONNECTION WITH REAL ESTATE TRANSACTIONS. INDIVIDUALS AND ENTITIES SEEKING THESE TYPES OF SERVICE SHOULD CONSULT AN APPROPRIATE PROFESSIONAL.
If you are unsure as to the terms of this Agreement, please do not proceed further and contact us at email@example.com.
PLEASE READ THE TERMS CONTAINED IN THIS AGREEMENT CAREFULLY TO ENSURE THAT YOU UNDERSTAND EACH PROVISION. PLEASE NOTE THAT THESE TERMS CONTAIN A BINDING AND MANDATORY ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISION THAT REQUIRES THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS AND LIMITS REMEDIES AVAILABLE TO YOU IN THE EVENT OF CERTAIN DISPUTES.
The Website, Apps and the Services (accessed through our website and the applications downloaded on your mobile devices) are available for use and download in the United States of America (“US”). The Website and the Apps are not available for use and download to residents of the European Union. If you are a resident of the European Union, please do not download, register and/or use the Website, App or Services. If you are a resident of any other country other than the US, please ensure compliance with all local laws prior to using the Website, Apps or Services.
3.ELIGIBILITY & ACCESS RESTRICTIONS
To be eligible to use the Website, App and the Services, you must meet the following criteria and represent and warrant that you: (1) are 18 years of age or older; (2) are not currently restricted from accessing the Website, App and Services, or not otherwise prohibited from having an account, (3) are not our competitor, or are not using Website, App and Services for reasons that are in competition with us; (4) will only maintain one registered account at any given time; (5) have full power and authority to enter into this Agreement and doing so will not violate any other agreement to which you are a party; (6) will not violate any of our rights, including intellectual property rights such as patent, copyright, and trademark rights; (7) have the requisite license and authorization to access and use the Services and (7) agree to provide at your cost all equipment, browser software, and internet access necessary to use the Website, App and Services.
4.GRANT OF SERVICE
Subject to your compliance with the terms of this Agreement, we grant you a limited, non-exclusive, revocable, and non-transferable access and use the Website, Apps and the Services.
If you access the Website, App and the Services, we grant you a limited, non-exclusive, revocable, non-exclusive, non-sub licensable, and nontransferable license to: (a) download, install, and use the Website, Apps and the Services for your use in accordance with this Agreement on any computer or mobile device owned or otherwise controlled by you (“Device”) strictly in accordance with this Agreement, and (b) to access, stream, download and use on such Device content and Services made available in or otherwise accessible through the Apps, strictly in accordance with this Agreement.
You will not use, copy, adapt, modify, reverse engineer, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Website, Apps and Services, except as expressly permitted in this Agreement. The Website, Apps and Services are provided to you AS IS.
When accessing the Website, Apps and the Services, you need to make sure that your internet connection is adequate. You are solely responsible for your internet connection including and not limited to the applicable charges, rates, tariffs and other fees that might apply.
YOU AGREE THAT COMPANY IS NOT LIABLE FOR ANY DAMAGES OR INJURY RESULTING FROM YOUR USE OF OUR WEBSITE, APPS OR THE SERVICES. COMPANY PROVIDES NO WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR WARRANTY OF MERCHANTABILITY. THERE IS NO WARRANTY WHICH WILL EXTEND BEYOND THE DESCRIPTION ON THE FACE HEREOF. ANY DAMAGE ALLEGED FOR A LOSS OR INJURY IS LIMITED TO THE FEE, IF ANY, PAID TO COMPANY FOR THE ABILITY TO ACCESS THE WEBSITE, APPS OR THE SERVICES.
5.ACCESS AND SERVICE RESTRICTIONS
You agree that the Services, including but not limited to the Website, Apps, graphics, trademarks, and editorial content, contain proprietary content, information and material, are owned by Company and/or its licensors, including our customers, brands and agencies, and is protected by applicable intellectual property and other laws, including but not limited to copyright. You agree that you will not use such proprietary content, information or materials other than for your permitted use of the Services or in any manner that is inconsistent with the terms contained in this Agreement.
You agree not to modify, rent, lease, loan, sell, distribute, or create derivative works based on the Website, Apps and the Services, in any manner, and you will not exploit the Website, Apps and the Services in any unauthorized way whatsoever, including but not limited to, using the Website, Apps and the Services to transmit any computer viruses, worms, Trojan horses or other malware, or by trespass or burdening network capacity. You further agree not to use the Website, Apps and the Services in any manner to harass, abuse, stalk, threaten, defame or otherwise infringe or violate the rights of any other party, and that Company is not in any way responsible for any such use by you, nor for any harassing, threatening, defamatory, offensive, infringing or illegal messages or transmissions that you may receive as a result of using the Website, Apps and the Services.
6.RESERVATION OF RIGHTS
You acknowledge and agree that the Website, Apps and/or the Services are provided for your use, and not sold to you. Except to the extent necessary to access and use the Website, Apps and/or the Services, nothing in this Agreement grants any title or ownership interest in or to any copyrights, patents, trademarks, trade secrets or other proprietary rights in or relating to the Website, Apps and the Services whether expressly, by implication, estoppel or otherwise. Company and its licensors and service providers reserve and will retain their entire right, title, and interest in and to the Website, Apps and the Services, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
- Full Name of the Account Holder
- Email Address
- Name of the organization that you are associated with
- Branch Supervisor
- License Number
- State in which you are licensed
- Expiration of License
- The field in which you are providing service
8.PROFESSIONAL USER AND PUBLIC USER
A professional user is the user of the Platform who is offering professional services and has the requisite skills, qualifications, licenses, as applicable, to render the services. (the “Professional User”).
- Broker Professional User. A broker Professional Users is a user of the Platform who meets all of the following requirements (the “Broker Professional User”):
- The individual or corporation for whom the individual acts as a broker/officer holds a valid state issued real estate broker’s license;
- The individual is a principal, partner, corporate officer, or branch office manager acting on behalf of a principal;
- The individual or corporation for which the individual acts as a broker/officer offers and/or accepts compensation in the capacity of a real estate broker;
- The individual has completed the required orientation program, as applicable.
- Agent Professional User. An agent Professional User of the Platform is a user who meets all of the following requirements (the “Agent Professional User”):
- The individual holds a valid state issued license to act as a real estate agent.
- The individual provides the name, address and name of the branch supervisor of the brokerage office with which the individual is associated.
- Professional User. A professional user is a user who meets all of the following requirements (the “Professional User”)
- The individual holds a valid state issued license to render services.
- The individual had the requisite skills and qualification to render services.
- The Professional Users agree that these are the material terms of the Agreement and the failure to follow is a material breach of this Agreement. The Professional Users agree to indemnity, defend and hold Company harmless in accordance with Section 13 (“Indemnification”) is their non-compliance of this section causes harm to a third-party.
- Public Users. A public user is a user that uses the Platform who is seeking professional services from the Professional Users (the “Public Users”). The Public User is not a Professional User.
9.ACCURACY OF INFORMATION; RESPONSIBILITY FOR ACCURACY
By inputting information into the Platform, the Professional Users, including Broker Professional Users or Agent Professional Users represents that the information input is accurate to the best of the listing broker’s knowledge. The listing broker shall use good faith efforts to determine the accuracy of the information and shall not submit or input information which the listing broker knows to be inaccurate. Upon receipt of the first publication or electronic transfer by the Company of such information the listing broker shall make all necessary corrections. The Company merely publishes the Company information and has no affirmative responsibility to verify the accuracy of the Company information. The Company, however, reserves the right to require broker Professional Users and real estate subscribers to change their Company information if the Company is made aware of alleged inaccuracies in the Company information and the Company determines that such inaccuracies do in fact exist. The Company also reserves the right to remove a listing that contains said inaccurate information from the Company compilation of current listings should Professional Users refuse or fail to timely correct. If a Broker Professional Users fails to make necessary or required corrections to their Company information, the Broker Professional Users shall indemnify and hold harmless the service for any claims, costs, damage or losses, including reasonable attorney fees and court costs, incurred by the Company as a result of such failure. In no event will the Company be liable to any Professional Users or Public Users, or any other party for any indirect, special or consequential damages arising out of any information published in the Company and all other damages shall be limited to an amount not to exceed the Company fees paid by the listing broker.
10.DO’S AND DON’T’S
As a condition to access the Website, Apps and the Services, you also agree to and to strictly observe the following Do’s and Don’ts:
- Comply with all applicable laws, including, without limitation, tax laws, export control laws and regulatory requirements
- Provide accurate information to us and update from time to time as may be necessary
- Review and comply with notices sent by us, if any, concerning the Website, Apps and the Services
- Duplicate, license, sublicense, publish, broadcast, transmit, distribute, perform, display, sell, rebrand, otherwise transfer or commercially exploit the Website, Apps and the Services (excluding any content uploaded by you)
- Reverse engineer, decompile, disassemble, decipher, capture screen shots, or otherwise attempt to derive the source code for any underlying intellectual property used to provide the Website, Apps or the Services, or any part thereof
- Utilize information, content or any data you view on and/or obtain from the Website, Apps or the Services to provide any service that is competitive with us
- Imply or state, directly or indirectly, that you are affiliated with or endorsed by us unless you have entered in to a written agreement with us
- Adapt, modify or create derivative works based on the Website, Apps or the Services or technology underlying the Website, Apps or the Services, or other content, in whole or in part
- Rent, lease, loan, trade, sell/re-sell access to the Website, Apps or the Services or any information therein, or the equivalent, in whole or part
- Deep-link to the Website, Apps or the Services for any purpose, i.e. including a link to our proprietary web pages without written agreement by the Company
- Access, reload, or “refresh” or make any other request to transactional servers that are beyond generally accepted usage of web-based applications
- Use manual or automated software, devices, scripts robots, other means or processes to access “scrape”, “crawl” or “spider” any web pages contained in the site
- Use automated methods to add contacts or send messages
- Engage in “framing”, “mirroring”, or otherwise simulating the appearance or function of our Websites, Apps or Services
- Attempt to or actually access the Website, Apps or the Services by any means other than through the interface provided by us
- Attempt to or actually override any security component included in or underlying the Website, Apps or the Services
- Engage in any action that interferes with the proper working of or places an unreasonable load on our infrastructure, including but not limited to unsolicited communications, attempts to gain unauthorized access, or transmission or activation of computer viruses
- Remove any copyright, trademark or other proprietary rights notices contained in or on the Website, Apps or the Services, including those of both Company or any of its licensors
- Use any information obtained from the Website, Apps or the Services to harass, abuse or harm another user
You understand and agree that you may receive information and push notifications from Company via text messaging or through the Apps. You hereby consent to receive communications via the Apps, text message, or for calls to your mobile number. You acknowledge that you may incur additional charges or fees from your wireless provider for these communications, including text message charges and data usage fees, and you acknowledge and agree that you are solely responsible for any such charges and fees and not us.
- Push Notification. You can opt out of receiving push notifications through your device settings. Please note that opting out of receiving push notifications may impact your use of the Website, Apps and the Services.
12.PAYMENT AND SUBSCRIPTION TERMS AND CONDITIONS
Your monthly subscription for Mahnaz Luxury Homes products will start when Mahnaz Luxury Homes confirms your payment and will continue for a period of thirty days. When you purchase a monthly subscription, auto-renew is automatically selected in your Mahnaz Luxury Homes Account. At the end of the monthly subscription period, you will automatically be signed up and billed for an additional subscription term of 30 days at then-current pricing. If Mannazz is unable to process your transaction using the credit card provided, Mannazz reserves the right to revoke access to your Mahnaz Luxury Homes account and content. If you do not bring your Mahnaz Luxury Homes balance current within five (5) days after Mannazz provides you a notification that our account is in arrears, Mannazz reserves the right to block your account.
Mannazz, Inc. may, at its sole discretion, modify or update these pricing and payment terms for the Mahnaz Luxury Homes subscriptions from time to time to reflect the changes in our business and practices. When Mannazz, Inc. changes the policy in a material manner we will let you know. Should the subscription fees increase, the new fees will apply to the next monthly payment.
The fees for your subscription will be billed from the date you subscribe to a subscription and on each monthly renewal thereafter unless and until you cancel your account. Mannazz will automatically bill your credit card each month on the calendar day corresponding to the commencement of your subscription. In the event your subscription began on a day not contained in a given month, Mannazz will bill your credit card on the last day of such month.
For example, if your subscription began on January 31st, February 28th is the next time your credit card would be billed. All fees and charges are nonrefundable and there are no refunds or credits for partially used periods. Mannazz may change the fees and charges in effect, or add new fees and charges from time to time, but we will give you advance notice of these changes by email. If you want to use a different credit card or if there is a change in your credit card validity or expiration date, you may edit your information by accessing your "Profile" page. If your credit card reaches its expiration date, your continued use of Mahnaz Luxury Homes constitutes your authorization for us to continue billing that credit card and you remain responsible for any uncollected amounts. It is your responsibility to keep your contact information and payment information current and updated.
Your Mahnaz Luxury Homes subscription will continue in effect unless and until you cancel your subscription, deactivate your account or we terminate it. You must cancel your paid subscription before it renews each month in order to avoid billing of the next month's fees to your credit card. Mannazz will bill the monthly fees associated with your subscription plus any applicable tax to the credit card you provide to us during registration (or to a different credit card if you change your account information). Should you wish to reinstate your subscription, Mannazz will bill you a reinstatement fee equal to the then monthly subscription fee.
Mahnaz Luxury Homes subscriptions are prepaid and are non-refundable. MANNAZZ DOES NOT PROVIDE REFUNDS OR CREDITS FOR ANY PARTIAL MONTHS. You may cancel your subscription at any time, and cancellation will be effective immediately. Please note that you will not be issued a refund for the most recently (or any previously) charged monthly fees.
By signing up to a Mahnaz Luxury Homes subscription and providing Mannazz with your payment account information, you hereby agree to these payment terms and conditions.
You shall indemnify, defend and hold Company and our officers, employees, managers, directors, customers and your (the “Company Indemnified Parties”) harmless from and against any and all costs, liabilities, losses and expenses (including but not limited to reasonable attorneys’ fees) resulting from any claim, suit, action, demand or proceeding brought by any third party against Company Indemnified Parties arising from any of the following: (i) a breach of this Agreement; (ii) the negligence, gross negligence or willful misconduct of you or your employees, or your contractors; (iii) incorrect information provided by you in your account or elsewhere ; breach of the terms of Section 8 (“Professional User And Public User”) or (iv) a failure by you or your employees, or your contractors or invitees to comply with applicable laws and regulations.
14.DISCLAIMERS OF WARRANTIES
Your access to and use of the Website, Apps or the Services or any content are at your own risk. You understand and agree that the Website, Apps or the Services are provided to you on an “AS IS” and “AS AVAILABLE” basis. Without limiting the foregoing, to the maximum extent permitted under applicable law, COMPANY DISCLAIMS ALL WARRANTIES AND CONDITIONS, WHETHER EXPRESS OR IMPLIED, OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. Company makes no warranty or representation and disclaims all responsibility and liability for: (i) the completeness, accuracy, availability, timeliness, security or reliability of the Website, Apps or the Services or any content; (ii) any harm to your computer system or Device, loss of data, or other harm that results from your access to or use of the Website, Apps or the Services or any content; (iii) the deletion of, or the failure to store or to transmit, any content and other communications maintained by the Services; and (iv) whether the Website, Apps or the Services will meet your requirements or be available on an uninterrupted, secure, or error-free basis. No advice or information, whether oral or written, obtained from Company or through the Website, Apps or the Services, nor will they create any warranty or representation not expressly made herein.
15.LIMITATION OF LIABILITY
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, COMPANY SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR ANY LOSS OF PROFITS OR REVENUES, WHETHER INCURRED DIRECTLY OR INDIRECTLY, OR ANY LOSS OF DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES, RESULTING FROM (I) YOUR ACCESS TO OR USE OF OR INABILITY TO ACCESS OR USE THE WEBSITE, APPS OR THE SERVICES; (II) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY ON WEBSITE, APPS OR THE SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER THIRD PARTIES; (III) ANY CONTENT OBTAINED FROM THE SERVICES; OR (IV) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS OR CONTENT. IN NO EVENT SHALL THE AGGREGATE LIABILITY OF COMPANY EXCEED THE GREATER OF ONE HUNDRED U.S. DOLLARS (U.S. $100.00) OR THE AMOUNT YOU PAID COMPANY, IF ANY, IN THE PAST SIX MONTHS FOR THE SERVICES GIVING RISE TO THE CLAIM. THE LIMITATIONS OF THIS SUBSECTION SHALL APPLY TO ANY THEORY OF LIABILITY, WHETHER BASED ON WARRANTY, CONTRACT, STATUTE, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, AND WHETHER OR NOT COMPANY HAS BEEN INFORMED OF THE POSSIBILITY OF ANY SUCH DAMAGE, AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE.
YOU AND (IF APPLICABLE) YOUR PERSONAL REPRESENTATIVE, KNOWINGLY AND FREELY ASSUME ALL RISK WHEN ACCESSING THE WEBSITE, APPS OR THE SERVICES. YOU, ON BEHALF OF YOURSELF, AND (IF APPLICABLE) YOUR REPRESENTATIVES AND YOUR HEIRS, HEREBY VOLUNTARILY AGREE TO RELEASE, WAIVE, DISCHARGE, HOLD HARMLESS, DEFEND AND INDEMNIFY COMPANY AND ITS OFFICERS, DIRECTORS, EMPLOYEES, CONSULTANTS, YOUS, SUCCESSORS AND ASSIGNS, FROM AND AGAINST ANY CLAIMS, DISPUTES, DEMANDS, LIABILITIES, DAMAGES, LOSSES, AND COSTS AND EXPENSES, INCLUDING, WITHOUT LIMITATION, REASONABLE LEGAL AND ACCOUNTING FEES ARISING OUT OF OR IN ANY WAY CONNECTED WITH (I) YOUR ACCESS TO OR USE OF THE WEBSITE, APPS OR THE SERVICES (II) YOUR USE OF THE WEBSITE, APPS OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM THE USE OF THE WEBSITE, APPS OR THE SERVICES , (III) VIOLATION OF THESE TERMS, INCLUDING, WITHOUT LIMITATION, YOUR BREACH OF ANY OF THE REPRESENTATIONS AND WARRANTIES CONTAINED HEREIN AND FOR BODILY INJURY, WRONGFUL DEATH, EMOTIONAL DISTRESS, LOSS OF SERVICES OR OTHER DAMAGES OR HARM, WHETHER TO YOU OR TO THIRD PARTIES, WHICH MAY RESULT FROM YOUR USE OF THE WEBSITE, APPS OR SERVICES, (IV) CLAIMS, OR ANY DECISION BY A COURT, ARBITRATOR, OR GOVERNMENT AGENCY, THAT COMPANY IS OBLIGATED TO PAY ANY WITHHOLDING TAXES, SOCIAL SECURITY, UNEMPLOYMENT OR DISABILITY INSURANCE OR SIMILAR ITEMS IN CONNECTION WITH ANY PAYMENT RECEIVED BY YOU UNDER THE TERMS, (V) YOUR VIOLATION OF ANY THIRD-PARTY RIGHT, INCLUDING WITHOUT LIMITATION ANY RIGHT OF PRIVACY OR INTELLECTUAL PROPERTY RIGHTS, (VII) YOUR VIOLATION OF ANY APPLICABLE LAW, RULE OR REGULATION, (VIII) YOUR WILLFUL MISCONDUCT, OR (IX) ANY OTHER PARTY’S ACCESS AND USE OF THE SERVICE WITH YOUR UNIQUE YOUNAME, PASSWORD OR OTHER APPROPRIATE SECURITY CODE.
You may terminate this binding legal Agreement with Company at any time by deactivating your account and/or discontinuing use of the Website, Apps and/or the Services.
Sections 9, 12-18 and 21-23 shall survive any termination or expiration of this Agreement.
17.COPYRIGHT INFRINGEMENT/DMCA NOTICE
If you believe that any content on our Website violates your copyright, and you wish to have the allegedly infringing material removed, the following information in the form of a written notification (pursuant to 17 U.S.C. § 512(c) (“DMCA Takedown Notice”) must be provided to our designated Copyright Officer . It is our policy to terminate the accounts of repeat infringers.
- Your physical or electronic signature
- Identification of the copyrighted work(s) that you claim to have been infringed
- Identification of the material on our Services that you claim is infringing and that you request us to remove
- Sufficient information to permit us to locate such material
- Your address, telephone number, and e-mail address
- A statement that you have a good faith belief that use of the objectionable material is not authorized by the copyright owner, or under the law
- A statement that the information in the notification is accurate, and under penalty of perjury, that you are either the owner of the copyright that has allegedly been infringed or that you are authorized to act on behalf of the copyright owner
The Company Copyright Officer to receive the DMCA Takedown Notices is Mannazz, Inc., Attn: DMCA Notice, 600 Pennsylvania Avenue, Unit 22, Los Gatos, CA 95030. You acknowledge that for us to be authorized to take down any content, your DMCA takedown notice must comply with all the requirements of this Section. Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a written notification automatically subjects the complaining party to liability for any damages, costs and attorney's fees incurred by us in connection with the written notification and allegation of copyright infringement.
This Agreement is only for your benefit. You have no right to assign this Agreement or any benefits or obligation hereunder to any other party or legal entity. Any attempted assignment shall be void and represents a violation of this Agreement.
19.ANTI-BRIBERY AND EXPORT COMPLIANCE
You agree not to promote, approach or use, distribute, transfer, provide, sub-license, share with, or otherwise offer the Services in violation of any Laws or this Agreement, including, without limitation, the United States Foreign Corrupt Practices Act, the UK Bribery Act and similar anti-corruption statutes in all jurisdictions. Without limiting the foregoing, you will not knowingly directly or indirectly export, re-export, transfer, make available or release (collectively, “Export”)the Services to any destination, person, entity or end use prohibited or restricted under US law without prior US government authorization to the extent required by regulation, including without limitation, any parties listed on any of the denied parties lists or specially designated nationals lists maintained under the EAR or the Security, and the Foreign Asset Control Regulations (31 CFR 500 et seq.) administered by the US Department of Treasury, Office of Foreign Assets Control without appropriate US government authorization to the extent required by regulation.
We reserve the right, at our sole discretion, to change or modify this Agreement at any time. In the event, we modify the terms of this Agreement, such modifications shall be binding on you only upon your acceptance of the modified Agreement. We will inform you about the modifications via email or comparable means within 15 days of making such a modification a reasonable time period. We will also post the modified version on this page. Your continued use of the Website, Apps or the Services shall constitute your consent to such changes.
21.RELATIONSHIP OF PARTIES
The parties hereto are independent contractors, and nothing contained herein shall be interpreted as creating any relationship other than that of independent contracting parties. The parties shall not be construed as being partners, joint ventures, shareholders, employer/employee, agent/principal. You have no power or authority to bind Company to any obligation, agreement, debt or liability. You shall not hold yourself out as an and agent or representative of Company.
This Agreement shall be governed by the law of the State of California, without respect to its conflicts of laws principles. Each of the parties to this Agreement consents to the exclusive jurisdiction and venue of the state and federal courts located in California, for any actions not subject to Dispute Resolution and Arbitration provisions as set forth in Section 23.
23.DISPUTE RESOLUTION AND ARBITRATION
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH COMPANY AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US.
- Binding Arbitration.
Except for any disputes, claims, suits, actions, causes of action, demands or proceedings (collectively, “Disputes”) in which either party seeks to bring an individual action in small claims court or seeks injunctive or other equitable relief for the alleged unlawful use of intellectual property, including, without limitation, copyrights, trademarks, trade names, logos, trade secrets or patents, you and Company agree (a) to waive your and Company’s respective rights to have any and all Disputes arising from or related to this Agreement, use of our Website, Apps or the Services , resolved in a court, and (b) to waive your and Company’s respective rights to a jury trial. Instead, you and Company agree to arbitrate Disputes through binding arbitration (which is the referral of a Dispute to one or more persons charged with reviewing the Dispute and making a final and binding determination to resolve it instead of having the Dispute decided by a judge or jury in court).
- No Class Arbitrations, Class Actions or Representative Actions.
You and Company agree that any Dispute arising out of or related to these Terms or the Sites, Content or Products is personal to you and Company and that such Dispute will be resolved solely through individual arbitration and will not be brought as a class arbitration, class action or any other type of representative proceeding. You and Company agree that there will be no class arbitration or arbitration in which an individual attempt to resolve a Dispute as a representative of another individual or group of individuals. Further, you and Company agree that a Dispute cannot be brought as a class or other type of representative action, whether within or outside of arbitration, or on behalf of any other individual or group of individuals.
- Federal Arbitration Act.
You and Company agree that these Terms affect interstate commerce and that the enforceability of this Section 23 shall be both substantively and procedurally governed by and construed and enforced in accordance with the Federal Arbitration Act, 9 U.S.C. § 1 et seq. (the “FAA”), to the maximum extent permitted by applicable law.
- Notice; Informal Dispute Resolution
You and Company agree that each party will notify the other party in writing of any arbitral or small claims Dispute within thirty (30) days of the date it arises, so that the parties can attempt in good faith to resolve the Dispute informally. Notice to Company shall be sent by certified mail or courier to Mannazz, Inc., Attn: DMCA Notice, 600 Pennsylvania Avenue, Unit 22, Los Gatos, CA 95030. Your notice must include (a) your name, postal address, telephone number, the email address you use or used for your Company account and, if different, an email address at which you can be contacted, (b) a description in reasonable detail of the nature or basis of the Dispute, and (c) the specific relief that you are seeking. Our notice to you will be sent electronically in accordance with this Agreement and will include (x) our name, postal address, telephone number and an email address at which we can be contacted with respect to the Dispute, (y) a description in reasonable detail of the nature or basis of the Dispute, and (z) the specific relief that we are seeking. If you and Company cannot agree how to resolve the Dispute within thirty (30) days after the date notice is received by the applicable party, then either you or Company may, as appropriate and in accordance with this Section 23, commence an arbitration proceeding.
EXCEPT FOR DISPUTES IN WHICH EITHER PARTY SEEKS TO BRING AN INDIVIDUAL ACTION IN SMALL CLAIMS COURT OR SEEKS INJUNCTIVE OR OTHER EQUITABLE RELIEF FOR THE ALLEGED UNLAWFUL USE OF INTELLECTUAL PROPERTY, INCLUDING, WITHOUT LIMITATION, COPYRIGHTS, TRADEMARKS, TRADE NAMES, LOGOS, TRADE SECRETS OR PATENTS, YOU AND COMPANY AGREE THAT ANY DISPUTE MUST BE COMMENCED OR FILED BY YOU OR COMPANY WITHIN (1) YEAR OF THE DATE THE DISPUTE AROSE, OTHERWISE THE UNDERLYING CLAIM IS PERMANENTLY BARRED (WHICH MEANS THAT YOU AND COMPANY WILL NO LONGER HAVE THE RIGHT TO ASSERT SUCH CLAIM REGARDING THE DISPUTE). You and Company agree that (a) any arbitration will occur in San Francisco, California, (b) arbitration will be conducted confidentially by a single arbitrator in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section, and (c) that the state or federal courts of the State of California, have exclusive jurisdiction over any appeals and the enforcement of an arbitration award. You may also litigate a Dispute in the small claims court located in the county of your billing address if the Dispute meets the requirements to be heard in small claims court.
- Authority of Arbitrator
As limited by the FAA, these Terms and the applicable AAA rules, the arbitrator will have (a) the exclusive authority and jurisdiction to make all procedural and substantive decisions regarding a Dispute, including the determination of whether a Dispute is arbitral, and (b) the authority to grant any remedy that would otherwise be available in court; provided, however, that the arbitrator does not have the authority to conduct a class arbitration or a representative action, which is prohibited by these Terms. The arbitrator may only conduct an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. Notwithstanding anything to the contrary herein or the applicable AAA rules. discovery in the arbitration shall be limited to one set of interrogatories, one set of requests for admissions, and one set of requests for production of documents.
The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. We will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.
- Rules of AAA
The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879. By agreeing to be bound by these Terms, you either (a) acknowledge and agree that you have read and understand the rules of AAA, or (b) waive your opportunity to read the rules of AAA and any claim that the rules of AAA are unfair or should not apply for any reason.
If any term, clause or provision of this Section 23 is held invalid or unenforceable, it will be so held to the minimum extent required by law, and all other terms, clauses and provisions of this Section 23 will remain valid and enforceable. Further, the waivers set forth herein are severable from the other provisions of this Agreement and will remain valid and enforceable, except as prohibited by applicable law.
- Opt-Out Right
YOU HAVE THE RIGHT TO OPT OUT OF BINDING ARBITRATION WITHIN THIRTY (30) DAYS OF THE DATE YOU FIRST ACCEPTED THE TERMS OF THIS SECTION 23 BY WRITING TO: COMPANY, INC., RE: OPT-OUT, [ADDRESS HERE]. IN ORDER TO BE EFFECTIVE, THE OPT OUT NOTICE MUST INCLUDE YOUR FULL NAME AND CLEARLY INDICATE YOUR INTENT TO OPT OUT OF BINDING ARBITRATION. BY OPTING OUT OF BINDING ARBITRATION, YOU ARE AGREEING TO RESOLVE DISPUTES IN ACCORDANCE WITH SECTION 23.