Terms and Conditions

Last updated September 30, 2020

1. GENERAL STATEMENT ON ACCEPTANCE OF TERMS

These Terms of Use (hereinafter, the “Terms”) are a legally binding agreement made between you, or (if applicable) the corporate entity you represent (“you” or “your”) and MJIC, Inc. (d/b/a ManifestSeven), its subsidiaries, and its applicable affiliate that owns or operates the applicable websites or provides the applicable services that you may be accessing or using ("Company", “we”, &ldq

uo;us”, or “our”) (each, individually, a “Party” and collectively, the “Parties”).

Your acceptance of the Terms is an express condition of, and governs your access to and use of the Company’s (a) websites, portals, mobile applications, channels, and software, including but not limited to https://www.manifest7.com/, social media pages and channels (collectively, the “Sites”); (b) any services, features, media, functions, content, tools, and links contained or offered in the Sites (collectively, the “Services”); and (c) if applicable, mobile applications (“Apps”). You agree that by accessing the Sites, you have read, understood, and agreed to be bound by these Terms.  If you do not accept and agree to these Terms, you may not use the Sites or Services, you may not create an account or user profile, if applicable, and must discontinue use immediately.

Certain areas of the Sites and Services (and your access to or use therein) may have differing supplemental terms, conditions, policies, rules, guidance, and documents that may be posted on the Sites and Services from time to time, which govern your access to and use of the Sites and Services and are hereby expressly incorporated herein by reference. (as applicable, the “Additional Terms”).  We reserve the right, in our sole discretion, to make changes or modifications to these Terms at any time and for any reason. We will alert you about any changes by updating the “Last updated” date of these Terms, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms to stay informed of updates. You will be subject to and will be deemed to have been made aware of and to have accepted, the changes in any revised Terms by your continued use of the Sites and Services after the date such revised Terms are posted. To the extent there is a conflict between these Terms and any Additional Terms for the Sites or Services, the applicable Additional Terms shall govern and take precedence over these Terms with respect to your use of or access to the Sites or Services.

The information provided on the Sites and Services is not intended for distribution to or use by any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject us to any registration requirement within such jurisdiction or country. Accordingly, those persons who choose to access the Sites and Services from other locations do so on their own initiative and are solely responsible for compliance with local laws, if and to the extent local laws are applicable.

2. PRIVACY POLICY

We care about data privacy and security. By accessing or using the Sites or Services, you agree to review and be bound by our Privacy Policy, found at https://www.manifest7.com/privacy-policy/ (which may be updated from time to time) governing our collection and use of your personal information, which is incorporated into these Terms. Please be advised the Sites and Service are hosted in the United States. Registration data and certain other information about you is subject to our Privacy Policy. For more information, please make sure that you review our Privacy Policy. You understand that through your access or use of the Sites and any Services, you consent to the collection and use (as set forth in the Privacy Policy) of this information, including the transfer of information to the United States and/or other countries for storage, processing and use by us.

If you access the Sites from the European Union, Asia, or any other region of the world with laws or other requirements governing personal data collection, use, or disclosure that differ from applicable laws in the United States, then through your continued use of the Sites and Services, you are transferring your data to the United States, and you expressly consent to have your data transferred to and processed in the United States. Further, we do not knowingly accept, request, or solicit information from children or knowingly market to children. Therefore, in accordance with the U.S. Children’s Online Privacy Protection Act, if we receive actual knowledge that anyone under the age of 13 has provided personal information to us without the requisites and verifiable parental consent, we will delete that information from the Sites and Services as quickly as is reasonably practical.

3. MODIFICATIONS AND INTERRUPTIONS

We reserve the right to change, modify or otherwise alter these Terms, the Additional Terms or our Privacy Policy at any time or for any reason at our sole discretion with or without notice. However, we have no obligation to update any information on our Sites and Services. We also reserve the right to modify or discontinue all or part of the Sites and Services with or without notice at any time. We will not be liable to you or any third party for any modification, price change, suspension, or discontinuance of the Sites and Services.

We cannot guarantee the Sites and Services will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Sites and Services, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Sites and Services at any time or for any reason with or without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience caused by your inability to access or use the Sites and Services during any downtime or discontinuance of the Sites and Services. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Sites and Services or to supply any corrections, updates, or releases in connection therewith.

When we make material changes to these Terms and choose to notify you, we will notify you by (i) sending you an e-mail communication to the e-mail address you most recently provided to us, (ii) sending you an SMS communication to the SMS number you most recently provided to us and consented to us sending you communications, (iii) sending a push notification or in-app notification, (iv) by prominently posting a notice of the changes on the Websites, or (v) by requiring you to check a box indicating your assent to the updated terms. Continued use of any of the Sites or Services following any applicable notice of such material changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes.

4. ELIGIBILITY

In order to access or use some of the Sites and Services, you might be asked to first register and create an individual profile for yourself or a business for the Sites or Services (each a “User Profile”).

The Sites and Services are intended solely and only available to individuals who are at least eighteen (18) or twenty-one (21) years of age, as applicable in the jurisdiction in which you live, who can willingly and knowingly enter into legally binding contracts under applicable law. The Company will not collect personal information from any person that is actually known to use to be a child under the age of eighteen (18) or twenty-one (21), as applicable, in your jurisdiction. If the Company is alerted that a user is under the age of eighteen (18) or twenty-one (21), as applicable, the Company will take steps to remove the users content and account and terminate and block his or her access to the Sites and Services. You may be asked to verify that you are over the applicable age limit during your use of the Sites or Services and you hereby agree that you shall not misrepresent your age. Without limiting the foregoing, the Sites and Services are not available to minors or suspended members or users. You further represent that any party you invite to participate in any of the Services or related functions with you is also of legal age as described above.

If you are using the Sites or Services on behalf of a business, you represent that you have the authority to bind the business to these Terms, the Additional Terms, the Privacy Policy, and any other related or pertinent agreements. The applicable business agrees to hold harmless and indemnify the Company and its affiliates, officers, members, managers, agents, and employees from any claim, suit or action arising from or related to the use of the Sites or Services or violation of these terms, including any liability or expense arising from claims, losses, damages, suits, judgments, litigation costs, and attorneys’ fees. If you do not have such authority, you will be held individually liable for all actions taken under your user ID.

5. ELECTRONIC COMMUNICATIONS, TRANSACTIONS AND SIGNATURES

By accessing or using the Sites or Services, you consent to receiving certain communications from us electronically. We will communicate with you in a variety of ways, including, without limitation, by e-mail, SMS text, in-app push notices, or by posting notices and messages on the Sites or through any of the Services. By accessing or using the Sites or Services, you willingly and knowingly agree that all contracts, notices, disclosures, agreements, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing. You hereby waive any rights or requirements under any statutes, regulations, rules, ordinances, or other laws in any jurisdiction which require an original signature or delivery or retention of non-electronic records, or to payments or the granting of credits by any means other than electronic means.

6. INTELLECTUAL PROPERTY RIGHTS

As between you and the Company, you own your own user content. Unless otherwise indicated, we own the Sites and Services content, including but not limited to all source code, visual interfaces, interactive features, compilations, databases, functionality, software, data, websites designs, aggregate user review ratings audio, video, text, photographs, graphics and all other elements and components on the Sites and Services but excluding user content and third-party material (collectively, the “Company Content”). We also own or control the patents, patent application, copyrights, trademarks, trade names, trade secrets, service marks, logos and other intellectual and proprietary rights throughout the world contained therein (the “IP Rights”). Our IP Rights are protected by copyright and trademark laws and various other intellectual property rights and unfair competition laws of the United States, foreign jurisdictions, and international conventions. The Content and the IP Rights are provided on the Sites and Services “AS IS” for your information and personal use only. Except as expressly provided in these Terms, no part of the Sites and Services and no Company Content or IP Rights may be copied, reproduced, aggregated, republished, uploaded, posted, publicly displayed, encoded, translated, transmitted, distributed, sold, licensed, or otherwise exploited for any commercial purpose whatsoever, without our express prior written permission. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the Sites and Services and the Company Content are retained by us.

Provided that you are eligible to use the Sites and Services, you are granted a limited license to access and use the Sites and Services and to download or print a copy of any portion of the Company Content to which you have properly gained access solely for your personal, non-commercial use. We reserve all rights not expressly granted to you in and to the Site and Services s, the Company Content and the IP Rights. 

7. COPYRIGHT INFRINGEMENT

It is the Company’s policy, in appropriate circumstances and at its discretion, to disable, eliminate access to and/or terminate the accounts of users who repeatedly infringe or are repeatedly charged with infringing the copyrights of others.

In accordance with the Digital Millennium Copyright Act of 1998 (“DMCA”), the text of which can be found on the U.S. Copyright Office websites, the Company will respond appropriately to claims and reports of copyright infringement taking place on or through the Sites.

If you are a copyright owner, an authorized representative of a copyright owner, or an authorized representative permitted to act under an exclusive right per an applicable copyright, please report alleged copyright infringements taking place on or through the Sites and Services by completing the following DMCA Notice of Alleged Infringement and delivering it to the Company in accordance with the DMCA and these Terms. Upon receipt of a properly completed and delivered DMCA Notice of Alleged Infringement, the Company will take whatever action it deems appropriate in its sole discretion, but subject to its obligations under the DMCA, including removal of the challenged material from the Sites and Services.

DMCA Notice of Alleged Infringement (“Notice”)

1. Identify the copyrighted work that you claim has been infringed, or – if multiple copyrighted works are covered by this Notice – provide a comprehensive list of the copyrighted works that you claim have been infringed.
2. Identify the material that you claim is infringing (i.e. the material you want removed, or material that you want all access disabled to) and provide information reasonably sufficient to permit us to locate the material, including at a minimum, if applicable, the URL of the link shown on the Sites or Services where such material may be found.
3. Provide your mailing address, telephone number, and, if available, email address.
4. Include both of the following statements in the body of the Notice:

1. "I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent or the law."
2. "I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed."

5. Provide your full legal name and your electronic or physical signature.
6. Deliver this Notice, with all above items completed, to the Company:
   Attn: Legal Department
   111 Pacifica, Suite 100
   United States of America
   Irvine, CA 9260

[email protected]

Please note that, pursuant to 17 U.S.C. § 512(f), any misrepresentation of material fact (falsities) in a Notice automatically subjects the complaining party to liability for any damages, costs and attorney’s fees incurred by us in connection with the Notice and allegation of copyright infringement.

8. LIMITED LICENSE

Subject to your compliance with these Terms, any Additional Terms, and the Privacy Policy, the Company grants you a limited, non-exclusive, non-transferable, non-sublicensable, revocable license to access and make personal and non-commercial use of the Sites and Services. This license does not include (i) any resale or commercial use of the Sites or Services, or their contents; (ii) any collection, scraping, downloading, reproducing, distributing, copying or use of any product or descriptions, prices, or any other Company Content; (iii) any derivative use of any of the Sites or Services or Company Content; or (iv) any use of data mining, robots, or similar data gathering and extraction tools. All rights not expressly granted to you in these Terms, any Additional Terms, or the Privacy Policy are reserved and retained by the Company. You may not use any meta-tags or any other “hidden text” utilizing the Company’s name or trademarks or other IP Rights without the express written consent of the Company. The licenses granted by the Company shall immediately terminate should you fail to comply with these Terms, any Additional Terms, or the Privacy Policy.

9. LINKS

The Sites and Services may contain links to third-party websites or resources. You acknowledge and agree that the Company is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by the Company of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products, or services on or available from such websites or resources.

Some portions of the Sites implement Open Street mapping services. Your use of Open Street Maps is subject to their copyright and license policy.

Some portions of the Sites and Services implement Google Maps API. By using Google Maps API, you agree to be bound by Google’s Terms of Service.

10. SITES MANAGEMENT

We reserve the right, but not the obligation, to: (1) monitor the Sites and Services for violations of these Terms; (2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms, including without limitation, reporting such user to law enforcement authorities; (3) in our sole discretion and without limitation, refuse, restrict access to, limit the availability of, or disable (to the extent technologically feasible) any of your Contributions (defined below) or any portion thereof; (4) in our sole discretion and without limitation, notice, or liability, to remove from the Sites or Services or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems; and (5) otherwise manage the Sites and Services in a manner designed to protect our rights and property and to facilitate the proper functioning of the Sites.

11. GUIDELINES FOR REVIEWS AND FEEDBACK

We may provide you areas on the Sites or Services to leave reviews or ratings, and we want that process to be as open as possible. While the Company retains the right to remove any posted content on or submitted through any of the Sites or Services, only user content likely to be removed is that which violates these Terms, any Additional Terms, or the Privacy Policy. When posting a review, you must comply with the following criteria: (1) you should have firsthand experience with the person/entity being reviewed; (2) your reviews should not contain offensive profanity, or abusive, racist, offensive, or hate language; (3) your reviews should not contain discriminatory references based on religion, race, gender, national origin, age, marital status, sexual orientation, or disability; (4) your reviews should not contain references to illegal activity; (5) you should not be affiliated with competitors if posting negative reviews; (6) you should not make any conclusions as to the legality of conduct; (7) you may not post any false or misleading statements; and (8) you may not organize a campaign encouraging others to post reviews, whether positive or negative (the “Review Policies”). By posting a review, you hereby grant to us a perpetual, non-exclusive, worldwide, royalty-free, fully-paid, assignable, and sublicensable right and license to reproduce, modify, translate, transmit by any means, display, perform, and/or distribute all content relating to reviews.

We may accept, reject, or remove reviews in our sole discretion. We have absolutely no obligation to screen reviews or to delete reviews, even if anyone considers reviews objectionable or inaccurate. Reviews are not endorsed by us, and do not necessarily represent our opinions or the views of any of our affiliates or partners. We do not assume liability for any review or for any claims, liabilities, or losses resulting from any review. While the Company encourages you to let us know if you believe another user has violated these Terms, and Additional Terms, or the Privacy Policy, or any of the Review Policies, we reserve the right to investigate and take appropriate action at our sole discretion.

12. USER GENERATED CONTRIBUTIONS

We may provide you with the opportunity to create, submit, post, display, transmit, perform, publish, distribute, or broadcast content and materials to us or on the Sites or Services, including but not limited to text, writings, video, audio, photographs, graphics, comments, suggestions, or personal information or other material (collectively, "Contributions"). Contributions may be viewable by other users of the Sites and Services and through third-party websites. As such, any Contributions you transmit may be treated in accordance with the Sites Privacy Policy. When you create or make available any Contributions, you thereby represent and warrant that:

1. The creation, distribution, transmission, public display, or performance, and the accessing, downloading, or copying of your Contributions do not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret, or moral rights of any third party.
2. You are the creator and owner of or have the necessary licenses, rights, consents, releases, and permissions to use and to authorize us, the Sites, and other users of the Sites to use your Contributions in any manner contemplated by the Sites or Services and these Terms of Use.
3. You have the written consent, release, and/or permission of each and every identifiable individual person in your Contributions to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of your Contributions in any manner contemplated by the Sites or Services and these Terms of Use.
4. Your Contributions are not false, inaccurate, or misleading.
5. Your Contributions are not unsolicited or unauthorized advertising, promotional materials, pyramid schemes, chain letters, spam, mass mailings, or other forms of solicitation.
6. Your Contributions are not obscene, lewd, lascivious, filthy, violent, harassing, libelous, slanderous, or otherwise objectionable (as determined by us).
7. Your Contributions do not ridicule, mock, disparage, intimidate, or abuse anyone.
8. Your Contributions do not advocate the violent overthrow of any government or incite, encourage, or threaten physical harm against another.
9. Your Contributions do not violate any applicable law, regulation, or rule.
10. Your Contributions do not violate the privacy or publicity rights of any third party.
11. Your Contributions do not contain any material that solicits personal information from anyone under the age of 18 or exploits people under the age of 18 in a sexual or violent manner.
12. Your Contributions do not violate any federal or state law concerning child pornography, or otherwise intended to protect the health or well-being of minors.
13. Your Contributions do not include any offensive comments that are connected to race, national origin, gender, sexual preference, or physical handicap.
14. Your Contributions do not otherwise violate, or link to material that violates, any provision of these Terms, or any applicable law or regulation.

Any use of the Sites or Services in violation of the foregoing violates these Terms and may result in, among other things, termination or suspension of your rights to use the Sites and Services.

13. PROHIBITED ACTIVITIES

You may not access or use the Sites or Services for any purpose other than that for which we make the Sites or Services available. The Sites or Services may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us. You understand and agree that you are solely responsible for compliance with any and all laws, rules and regulations that may apply to your use of the Sites or Services. In connection with your access or use of any of the Sites or Services, you may not and will not:

1. Systematically retrieve data or other content from the Sites or Services to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2. Access the Sites or Services in order to build similar or competitive Sites or Services.
3. Review the information and data on our Sites, and/or utilize our Services if you are not able to form legally binding contracts (for example, if you are under the age of 18), or are temporarily or indefinitely suspended from using our Sites or Services
4. Trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords.
5. Circumvent, disable, or otherwise interfere with security-related features of the Sites or Services, including features that prevent or restrict the use or copying of any Company Content or enforce limitations on the use of the Sites, Services and/or the Company Content contained therein.
6. Breach or circumvent any laws, third-party rights or our systems, policies, or determinations of your account status.
7. Use any information obtained from the Sites or Services in order to harass, abuse, or harm another person.
8. Register for more than one user profile (if available) on any of the Sites or Services, or register for a user profile on behalf of an individual other than yourself, or a company that you are not authorized to represent or legally bind to a contract.
9. Use the Sites or Services to advertise or offer to sell goods and services.
10. Use a buying agent or purchasing agent to make purchases on the Sites or Services.
11. Upload or transmit (or attempt to upload or to transmit) viruses, Trojan horses, or other material, including excessive use of capital letters and spamming (continuous posting of repetitive text), that interferes with any party’s uninterrupted use and enjoyment of the Sites or Services or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Sites and Services.
12. Use any robot, spider, scraper, survey, monitor or other automated or similar means to access any web page or other asset contained in the Sites, Services or Company Content for any purpose.
13. Upload, post, transmit, broadcast or otherwise make available any offensive content, including any user content that is unlawful, libelous, defamatory or otherwise objectionable.
14. Upload, post, transmit, broadcast, sell, transfer or otherwise make available any user or Company Content that is inauthentic, counterfeit, or that you do not have a right to make available under any law or under contractual or fiduciary relationships (such as inside information, proprietary and confidential information learned or disclosed as part of employment relationships or under nondisclosure agreements).
15. Disparage, tarnish, or otherwise harm, in our opinion, us and/or the Sites and Services.
16. Harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Sites or Services to you.  
17. If applicable, manipulate the price of any item or interfere with any other user's listings, reviews, and products or take any action that may undermine the feedback or ratings systems of the Sites or Services.
18. Transfer your User Profile to another individual or entity without our prior written consent.
19. Distribute, promote, advertise, or post spam, unsolicited or bulk electronic communications, chain letters, pyramid schemes or any related content.
20. Bypass our robot exclusion headers, interfere with the working of our Sites and Services, features or tools, or impose an unreasonable or disproportionately large load on our infrastructure.
21. Export or re-export any of the Company’s application or tool except in compliance with the export control laws of any relevant jurisdictions and in accordance with all relevant posted rules and restrictions.
22. Export any Company Content out of the jurisdiction in which it is intended or displayed.
23. Insult, threaten, stalk, harass, mislead or deceive other users of the Sites or Services, or in any way promote the discrimination or defamation of other users, or create any other objectionable material.
24. Intentionally or unintentionally violate any applicable local, state, national or international law, rule or ordinance, including, but not limited to, regulations promulgated by the U.S. Copyright Office, U.S. Patent and Trademark Office, U.S. Securities and Exchange Commission, the Internal Revenue Service, the European Enforcement Directive of 2004, or any rules of any national or other securities exchange, including, without limitation, the New York Stock Exchange, the American Stock Exchange or the NASDAQ, and any other regulations and/or guidelines having the force of law.
25. Provide material support or resources (or to conceal or disguise the nature, location, source, or ownership of material support or resources) to any organization(s) designated by the United States government as a foreign terrorist organization pursuant to section 219 of the United States Immigration and Nationality Act.
26. Refuse to acknowledge that the Company may establish general practices and limitations concerning use of the Sites and Services, including without limitation restrictions concerning user content provided by you for use on the Sites and Services, the type and quantity of transactional data stored and presented in connection with your account, the maximum disk space that will be allotted on the Company’s servers on your behalf, and the maximum number of times (and the maximum duration for which) you may access the Sites and Services in any given period of time.
27. Send electronic transmissions (including but not limited to interactive monetary offers, audio-video communications, email, search queries, chat and other Internet activities) as interstate communications.
28. Assist any third party with any of the foregoing: you fully understand, acknowledge and agree that the Company may, under certain circumstances and without prior notice, immediately terminate your user profile and access to the Sites, Services and any other related or affiliated applications, functions and tools. Cause for account termination or suspension shall include, but not be limited to: (1) breaches or violations of these Terms or other incorporated agreements, guidelines, or rules; (2) requests by law enforcement or other local, state or federal government agencies or divisions; (3) any attempts to breach our security, private accounts or other protected content on the Sites; (4) discontinuance or significant modification to the Sites or Services, or any related or affiliated website owned and/or operated by the Company (or any part thereof); (5) unforeseen technical, electronic, mechanical or any other difficulties or security issues; (6) prolonged inactivity of your account, which shall be determined by the Company; (7) knowing, willing and/or negligent engagement by you in any form of deceitful, fraudulent, counterfeit or illegal activities; and/or (8) failure by you, or by your representatives, to pay, in full, any fees owed by you in connection with the Sites or any related or affiliated Services, business or website. Termination of your user profile will deny you access to our Services, delay or remove user content that you submitted or commented on, remove any special status associated with your account(s), remove and demote listings, reduce or eliminate any discounts or special offers, and take technical and/or legal steps to prevent you from using our Sites and Services in the future. The Company has the right to investigate and prosecute violations of any of the above to the fullest extent of the law.

14. USER DATA

We will maintain certain data that you transmit to the Sites or Services for the purpose of managing the performance of the Sites or Services, as well as data relating to your use of the Sites or Services. Although we perform regular routine backups of data, you are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Sites or Services. You agree that we shall have no liability to you for any loss or corruption of any such data, and you hereby waive any right of action against us arising from any such loss or corruption of such data.

15. TERM AND TERMINATION

These Terms shall remain in full force and effect while you use the Sites or Services. Without limiting any other provision of these Terms, we reserve the right to, in our sole discretion and without notice or liability, deny access to and use of the sites (including blocking certain IP addresses), to any person for any reason or for no reason, including without limitation for breach of any representation, warranty, or covenant contained in these terms of use or of any applicable law or regulation. We may terminate your use or participation in the Sites or Services or delete your account and any content or information that you posted at any time, without warning, in our sole discretion.

If we terminate or suspend your account for any reason, you are prohibited from registering and creating a new account under your name, a fake or borrowed name, or the name of any third party, even if you may be acting on behalf of the third party. In addition to terminating or suspending your account, we reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.

16. CORRECTIONS

There may be information on the Sites or Services that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. We reserve the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Sites and Services at any time, without prior notice.

17. DISCLAIMER OF WARRANTIES

YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT:

1. YOUR ACCESS TO AND USE OF THE SITES AND SERVICES IS AT YOUR OWN RISK. THE SITES AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, MANAGERS, MEMBERS, SHAREHOLDERS, OWNERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AND AGENTS EXPRESSLY DISCLAIM 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, OR ANY OTHER POTENTIAL OR ACTUAL WARRANTY OF ANY KIND.
2. THE COMPANY AND ITS AFFILIATES, OFFICERS, DIRECTORS, MEMBERS, MANAGERS, SHAREHOLDERS, OWNERS, EMPLOYEES, CONTRACTORS, CONSULTANTS, AND AGENTS MAKE NO GUARANTEE OR WARRANTY THAT: (1) THE SITES AND SERVICES WILL SATISFY YOUR NEEDS AND REQUIREMENTS OR WILL BE COMPATIBLE WITH YOUR EQUIPMENT; (2) THE SITES AND SERVICES, AND ALL AFFILIATED SITES, FEATURES, SERVICES, COMMUNICATIONS, AND APPLICATIONS, WILL BE COMPREHENSIVE, UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, OR BE FREE FROM LOSS, DESTRUCTION, CORRUPTION, ONLINE ATTACK, VIRUSES, WORMS, OR OTHER INVASIVE, HARMFUL, OR CORRUPTED OR OTHER RELATED INTRUSIONS; (3) THE INFORMATION, DATA, OR RESULTS REALIZED OR OBTAINED FROM YOUR USE OF THE WEBSITES WILL BE ACCURATE, UP TO DATE, SATISFACTORY OR RELIABLE OR FIT OR USEFUL FOR ANY SPECIFIC PURPOSE; (4) THE QUALITY OR VALUE OF ANY PROPERTIES, SERVICES, PRODUCTS, INFORMATION, OR OTHER MATERIALS PURCHASED OR OBTAINED BY YOU THROUGH THE SITES AND SERVICES WILL MEET YOUR EXPECTATIONS; (5) THAT ANY OFFER MADE OR MESSAGE SENT WILL BE SUCCESSFULLY TRANSMITTED, RECEIVED, AND PROCESSED; AND (6) ANY ERRORS IN THE GUIDELINES, SOFTWARE, OR PROTOCOLS WILL BE CORRECTED OR RESOLVED.
3. ANY PRODUCT OR PROGRAM DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SITES AND SERVICES IS ACCESSED AT YOUR OWN DISCRETION AND RISK, AND YOU WILL BE SOLELY RESPONSIBLE AND FULLY LIABLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR MOBILE DEVICE, LOSS OF DATA, OR ANY OTHER LOSS OR DAMAGE THAT RESULTS FROM THE DOWNLOAD OR USE OF ANY SUCH PRODUCT, MATERIAL, APPLICATION, FEATURE, OR OTHER PROGRAM.
4. NO ADVICE OR INFORMATION, INCLUDING MEDICAL ADVICE, STRATEGY, GUIDELINES, OR RELATED CONTENT, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE COMPANY OR FROM THE SITES, SERVICES, OR RELEVANT SOCIAL MEDIA PAGES SHALL CREATE ANY WARRANTY, GUARANTEE, OR STRATEGY NOT EXPRESSLY STATED IN THESE TERMS.
5. VETTING BY THE COMPANY OF EACH AND EVERY DOCUMENT, PHOTOGRAPH, VIDEO, REVIEW, RELATED MEDIA, POSTING, OR OTHER COMMUNICATION, IN ADDITION TO ANY OTHER CONTENT POSTED VIA THE SITES OR SERVICES, MAY NOT BE POSSIBLE OR REALISTICALLY PRACTICABLE. AS A RESULT, THE COMPANY CANNOT AND DOES NOT CONTROL ANY LISTING REVIEWS, COMMENTS, PHOTOGRAPHS, OPINIONS, POSTINGS, OR OTHER CONTENT OR MATERIAL POSTED VIA THE SITES OR SERVICES AND, AS SUCH, DOES NOT GUARANTEE THE ACCURACY, INTEGRITY, QUALITY, SAFETY, LEGALITY, MORALITY, AND/OR AUTHENTICITY OF SUCH CONTENT, THE TRUTH OR ACCURACY OF USERS’ CONTENT, THE ABILITY OF LISTINGS TO CONFIRM PRODUCT AVAILABILITY OR PRICING, OR THE ABILITY OF USERS TO CONFIRM EXPERIENCES FROM USING OR PURCHASING SPECIFIC PRODUCTS DISCUSSED OR SOLD ON THE SITES OR SERVICES.
6. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SITES AND SERVICES, ANY HYPERLINKED WEBSITES, OR ANY WEBSITES OR MOBILE APPLICATION FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND ANY THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.

18. LIMITATION OF LIABILITY

1. THE COMPANY IS UNABLE TO GUARANTEE CONSISTENT, CONTINUOUS, OR SECURE ACCESS TO ITS SITES, APPLICATIONS, SERVICES, PROGRAMS, CONTENT, AND NETWORK, AND OPERATION OF THE SITES AND SERVICES MAY BE INTERFERED WITH OR DELAYED BY NUMEROUS POTENTIAL FACTORS OUTSIDE OF THE COMPANY’S CONTROL. YOU ACKNOWLEDGE, EXPRESSLY UNDERSTAND, AND AGREE THAT THE COMPANY AND ITS SUBSIDIARIES, AFFILIATES, OFFICERS, MEMBERS, MANAGERS, OFFICERS, EMPLOYEES, AGENTS, PARTNERS, LICENSEES, AND LICENSORS SHALL NOT BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, CONSEQUENTIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING, BUT NOT LIMITED TO, DAMAGES FOR LOSS OF OPPORTUNITY, REPUTATION, PROFITS, GOODWILL, USE, VALUATION, TAX BENEFIT, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), RESULTING FROM: (1) THE USE OR THE INABILITY TO USE THE SITE AND/OR NETWORK; (2) THE COST TO PROCURE SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION, OR SERVICES PURCHASED OR OBTAINED, OR MESSAGES, E-MAILS, REVIEWS, POSTINGS, COMMENTS, OR OTHER COMMUNICATIONS RECEIVED, OR TRANSACTIONS ENTERED INTO VIA THE SITES OR OTHER AFFILIATED OR RELATED SITES OR SERVICES; (3) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (4) STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SITES; (5) THE FAILURE OF THE NETWORK OR SITES TO TIMELY PROCESS AN OFFER; OR (6) ANY OTHER MATTER RELATING TO THE SITES, ANY COMPANY AFFILIATED OR RELATED SERVICES, FEATURES OR APPLICATIONS, OR ANY OTHER COMPANY OWNED OR OPERATED ENTITY.
2. TO THE EXTENT PERMITTED BY LAW, OUR TOTAL LIABILITY TO YOU OR TO ANY THIRD PARTY FOR ANY CLAIMS UNDER THESE TERMS, ANY ADDITIONAL TERMS, OR THE PRIVACY POLICY IS LIMITED TO THE GREATER OF (1) THE AMOUNT OF FEES IN DISPUTE NOT TO EXCEED THE TOTAL FEES, WHICH YOU PAID TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO THE LIABILITY; OR (2) $100.
3. SOME STATES, COUNTIES, OR JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL, CONSEQUENTIAL, OR OTHER RELATED DAMAGES OR LOSSES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

19. INDEMNIFICATION

You agree to defend, indemnify, and hold us harmless, including our subsidiaries, affiliates, and all of our respective officers, members, managers, agents, partners, and employees, from and against any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any third party due to or arising out of: (1) use of the Sites or Services; (2) breach of these Terms; (3) any breach of your representations and warranties set forth in these Terms; (4) your violation of the rights of a third party, including but not limited to intellectual property rights; or (5) any overt harmful act toward any other user of the Sites with whom you connected via the Sites or Services. Notwithstanding the foregoing, we reserve the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate, at your expense, with our defense of such claims. We will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it. 

20. INFORMAL NEGOTIATIONS

To expedite resolution and control the cost of any dispute, controversy, or claim related to these Terms (each a “Dispute” and collectively, the “Disputes”) brought by either you or us, the Parties agree to first attempt to negotiate any Dispute (except those Disputes expressly provided below) informally for at least thirty (30) days before initiating arbitration. Such informal negotiations commence upon written notice from one Party to the other Party.

21. DISPUTE RESOLUTION

Binding Arbitration

If the Parties are unable to resolve a Dispute through informal negotiations, the Dispute (except those Disputes expressly excluded below) will be finally and exclusively resolved by binding arbitration. The Parties agree that these Terms shall be governed in accordance with the laws of the State of California, United States of America. The Parties agree that any controversy, claim or dispute arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of these Terms to arbitrate (except at the option of either Party for any application for injunctive relief) shall be finally settled by arbitration in Orange County, California under the rules of the American Arbitration Association (“AAA”), and, where appropriate, the AAA’s Supplementary Procedures for Consumer Related Disputes ("AAA Consumer Rules"), both of which are available at the AAA website: www.adr.org, before one arbitrator and judgment upon the award rendered may be entered in any court having jurisdiction, except where otherwise required by the applicable AAA rules or applicable law. The arbitration provisions of these Terms shall be interpreted according to, and governed by, the Federal Arbitration Act, and any action to enforce any rights hereunder shall be brought exclusively in the U.S. District Court for the Central District of California. EACH PARTY HERETO KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT TO A TRIAL BY JURY OF ANY DISPUTE RELATING TO THIS AGREEMENT AND AGREES THAT ANY SUCH ACTION SHALL BE ADJUDICATED BY AN ARBITRATOR AND WITHOUT A JURY. The Parties may mutually agree upon any procedure for appointing the arbitrator and shall inform the AAA administrator as to such procedure; however, if within forty five (45) days after the commencement of arbitration, the Parties have not mutually agreed on a procedure for appointing the arbitrator or have not mutually agreed on the designation of the arbitrator, the AAA administrator shall unilaterally appoint and designate the presiding arbitrator. If a Party fails to file a statement of defense within the time established by the tribunal without showing sufficient cause for such failure, as determined by the tribunal, or if a Party, duly notified, fails to appear at a hearing without showing sufficient cause for such failure, as determined by the tribunal, the tribunal may proceed with the arbitration. Additionally, if a Party, duly invited to produce evidence or take any other steps in the proceedings fails to do so within the time established by the tribunal without showing sufficient cause for such failure, as determined by the tribunal, the tribunal may proceed to make the award based on the evidence before it.

Your arbitration fees and your share of arbitrator compensation shall be governed by the AAA Consumer Rules and, where appropriate, limited by the AAA Consumer Rules. The arbitrator may, in the award, allocate all or part of the costs of the arbitration, including the fees of the arbitrator and the reasonable attorneys’ fees of the prevailing Party. The arbitration may be conducted in person, through the submission of documents, by phone, or online. The arbitrator will make a decision in writing but need not provide a statement of reasons unless requested by either Party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so. Except as otherwise provided herein, the Parties may litigate in court to compel arbitration, stay proceedings pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator.

If for any reason, a Dispute proceeds in court rather than arbitration, the Dispute shall be commenced or prosecuted in the state and federal courts located in Orange County, California, and the Parties hereby consent to, and waive all defenses of lack of personal jurisdiction, and forum non conveniens with respect to venue and jurisdiction in such state and federal courts. Application of the United Nations Convention on Contracts for the International Sale of Goods and the Uniform Computer Information Transaction Act (“UCITA”) are excluded from these Terms.

In no event shall any Dispute brought by either Party related in any way to the Sites or Services be commenced more than three (3) years after the cause of action arose. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

Class Action Waiver

The Parties agree that any arbitration shall be limited to the Dispute between the Parties individually. To the full extent permitted by law, (a) no arbitration shall be joined with any other proceeding; (b) there is no right or authority for any Dispute to be arbitrated on a class-action basis or to utilize class action procedures; and (c) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons.

Exceptions to Arbitration

The Parties agree that the following Disputes are not subject to the above provisions concerning binding arbitration: (a) any Disputes seeking to enforce or protect, or concerning the validity of, any of the intellectual property rights of a Party; (b) any Dispute related to, or arising from, allegations of theft, piracy, invasion of privacy, or unauthorized use; and (c) any claim for injunctive relief. If this provision is found to be illegal or unenforceable, then neither Party will elect to arbitrate any Dispute falling within that portion of this provision found to be illegal or unenforceable and such Dispute shall be decided by a court of competent jurisdiction within the courts listed for jurisdiction above, and the Parties agree to submit to the personal jurisdiction of that court.

22. CHOICE OF LAW; VENUE

The laws of the state of California, excluding California’s conflict of laws rules, will apply to any disputes arising out of or relating to these Terms or any of the Sites or Services. All claims arising out of or relating to these Terms or any of the Sites or Services will be litigated exclusively in the federal or state courts of Orange County, California, and you and the Company consent to personal jurisdiction in those courts.

23. ENTIRE AGREEMENT; ASSIGNMENT; JOINT VENTURES

These Terms, in addition to any applicable Additional Terms and the Privacy Policy and any other agreements between you and the Company with respect to the Sites or Services, constitute the entire and exclusive understanding and agreement between the Company and you regarding the Sites and Services, and these Terms supersede and replace any and all prior Terms of Service or Terms of Use for any of the Sites or Services. We may assign any or all of our rights and obligations to others at any time. We shall not be responsible or liable for any loss, damage, delay, or failure to act caused by any cause beyond our reasonable control. There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms or use of the Sites or Services. You agree that these Terms will not be construed against us by virtue of having drafted them. You hereby waive any and all defenses you may have based on the electronic form of these Terms and the lack of signing by the Parties hereto to execute these Terms.

24. RESERVATION OF RIGHTS

The failure of the Company to enforce any right or provision of these Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of the Company. Except as expressly set forth in these Terms, the exercise by either Party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise. If for any reason a court of competent jurisdiction finds any provision of these Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect.

25. THIRD-PARTY BENEFICIARIES

These Terms do not and are not intended to confer any rights or remedies upon any person other than you and the Company.

26. SUPPORT OR MAINTENANCE

You acknowledge and agree that the Company will have no obligation to provide you with any support or maintenance in connection with the sites or Services.

27. UNITED STATES EXPORT AND FOREIGN ASSET CONTROL REGULATIONS

We do not represent that the materials in the Site or Services are appropriate or available for use in any particular location. Those who choose to access the Site or Services do so on their own initiative and are responsible for compliance with all applicable laws. You represent and warrant that you are not (a) located in or a national or resident of any country that is subject to U.S. trade sanctions, or (b) a person or entity on the U.S. Treasury Department’s list of Specially Designated Nationals and Blocked Persons or acting on behalf of any person or entity on such list.

28. CALIFORNIA USERS AND RESIDENTS

Under California Civil Code Section 1789.83, if any complaint with us is not satisfactorily resolved, California website users can contact the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs in writing at 1625 North Market Blvd., Suite N 112, Sacramento, California 95834 or by telephone at (800) 952-5210 or (916) 445-1254.

29. CONTACT US

In order to resolve a complaint regarding the Sites or Services or to receive further information regarding use of the Sites or Services, please contact us at:

Attn: Legal Department
111 Pacifica, Suite 100
Irvine, CA 92618
Unites States of America
+1 (833) 654-2462
[email protected]