Last updated September 30, 2020
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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.
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:
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.
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.
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.
YOU EXPRESSLY ACKNOWLEDGE, UNDERSTAND AND AGREE THAT:
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.
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.
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.
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.
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.
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.
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.
These Terms do not and are not intended to confer any rights or remedies upon any person other than you and the Company.
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.
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.
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.
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