Mana Decentralized Art, LLC (“MDA”) is the owner and operator of MANADECENTRALIZED and may revise these Terms at any time by posting an updated version to this Web page. You should visit this page periodically to review the most current Terms because they are binding on You. The terms “You” and “User” as used herein refer to all individuals accessing MANADECENTRALIZED for any reason. The term “post” as used herein shall mean information that You submit, publish or display on any MDA Site (as defined below).
PLEASE READ THIS AGREEMENT CAREFULLY. THIS AGREEMENT CONTAINS MANDATORY INDIVIDUAL ARBITRATION AND CLASS ACTION/JURY TRIAL WAIVER PROVISIONS THAT REQUIRE THE USE OF ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS.
(2) Eligibility: You must be 18 years of age or older, or the age of majority as that is defined in your jurisdiction, whichever is older, to visit or use MANADECENTRALIZED in any manner. By visiting MANADECENTRALIZED or accepting these Terms, You represent and warrant to MDA that You have reached the age of majority in your jurisdiction, and that You have the right, authority and capacity to agree to and abide by these Terms. You also represent and warrant to MDA that You will use MANADECENTRALIZED in a manner consistent with any and all applicable laws and regulations. MDA reserves the right to accept, refuse, or revoke Your Membership with or without cause at any time at its sole discretion.
(3) Use of MANADECENTRALIZED Content: MDA authorizes You to view and access a single copy of the content available on or from MANADECENTRALIZED solely for your personal use. The contents of MANADECENTRALIZED, and of all other Web sites under MDA’s control, whether partial or otherwise (MANADECENTRALIZED and such other Web sites are sometimes collectively referred to as “MDA Sites”) such as text, graphics, images, logos, button icons, software and other MDA content (collectively, “MDA Content”), are protected under both United States and foreign copyright, trademark and other laws. All MDA Content is the property of MDA or its content suppliers, third party product suppliers or licensors. The compilation (meaning the collection, arrangement and assembly) of all content on the MDA Sites is the exclusive property of MDA and is protected by United States and foreign copyright, trademark, and other laws. Unauthorized use of the MDA Content may violate these laws, and is strictly prohibited.
You agree not to sell or modify the MDA Content or reproduce, display, publicly perform, distribute, or otherwise use the MDA Content in any way for any public or commercial purpose, in connection with products or services that are not those of MANADECENTRALIZED, in any other manner that is likely to cause confusion among consumers, that disparages or discredits MANADECENTRALIZED or its licensors, that dilutes the strength of MANADECENTRALIZED’ or its licensor’s property, or that otherwise infringes MANADECENTRALIZED’ or its licensor’s intellectual property rights. You further agree to in no other way misuse MDA Content that appears on this Site, other than those specifically permitted herein or by written agreement with MANADECENTRALIZED. Unless specifically permitted herein or in writing by MANADECENTRALIZED, the use of the MDA Content on any other Web site or in a networked computer environment for any purpose is prohibited. Any code that MANADECENTRALIZED creates to generate or display any MDA Content or the pages making up any MDA Site is also protected by MANADECENTRALIZED’ copyright and you may not copy or adapt such code.
(3)(i) MDA’s Ownership Rights. MDA and its licensors own all right, title and interest, including without limitation all worldwide intellectual property rights in the MANADECENTRALIZED products and services, and all such rights to all derivative works or enhancements of, in and to, or relating to, the MANADECENTRALIZED products and services. By entering into this Agreement or by visiting or using MANADECENTRALIZED, You will not acquire any intellectual property or similar rights in the MANADECENTRALIZED products or services other than a limited right to purchase and use the products or services for Your personal benefit. You agree You will not (i) remove, alter or conceal any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the MANADECENTRALIZED products or related products and services; or (ii) use MANADECENTRALIZED’s name, logo, trademark, trade names or service marks except as expressly permitted in this Agreement without MDA’s prior written consent.
(3)(ii) Your Ownership Rights. Subject to the licenses granted in this Agreement, You retain any right, title and interest, including without limitation all worldwide intellectual property rights, in and to the Content of any information that are placed, submitted, posted or displayed by You on or through the MANADECENTRALIZED products and services. By submitting content, such as reviews, You grant MDA an unlimited, worldwide, perpetual, non-exclusive right and license to use, display, distribute, copy, share, modify and create derivative works of Your content without further compensation or payment, for the limited purposes of providing the MANADECENTRALIZED products and services. You acknowledge that You are aware that MDA has limited practical ability to control or monitor possible infringement of Your intellectual property rights by other parties and that MDA assumes no responsibility for controlling or monitoring such intellectual property rights. In addition, MDA is not responsible for enforcing Your intellectual property or for suing or taking other legal action against infringers who fail to cease using Your Content or intellectual property upon revocation. You or a third party licensor, as appropriate, are responsible for protecting Your intellectual property rights.
(3)(iii) MDA’s Limited Trademark License to You. During the term of this Agreement, and subject to Your compliance with the terms and conditions of this Agreement, You will have the right to use the trade names, trademarks, logos and designations in or associated with the MANADECENTRALIZED marks solely for purposes of identifying MANADECENTRALIZED and solely in connection with Your permitted activities under this Agreement. You agree that the MANADECENTRALIZED marks and all associated goodwill are and will remain the sole property of MDA, that any goodwill generated as a result of Your licensed use of the MANADECENTRALIZED marks belongs exclusively to MDA and inures solely to the benefit of MDA, and that Your use of MANADECENTRALIZED marks is subject to MDA’s control of the quality of any products or services with respect to which You may be authorized to use the MANADECENTRALIZED marks.
(4) MANADECENTRALIZED Site Restrictions: You may not use the MANADECENTRALIZED Site in order to transmit, post, distribute, store or destroy material, including without limitation, MDA Content, (a) in violation of any applicable law or regulation, (b) in a manner that will infringe the copyright, trademark, trade secret or other intellectual property rights of others or violate the privacy, publicity or other personal rights of others, or (c) that is defamatory, obscene, threatening, abusive or hateful.
You warrant and agree that, while using the MANADECENTRALIZED site and the various services and features offered on or through the MANADECENTRALIZED site, you shall not: (a) impersonate any person or entity, whether actual or fictitious, or misrepresent your affiliation with any other person or entity; (b) insert your own or a third party’s advertising, branding or other promotional content into any of the MANADECENTRALIZED site’s content, materials or services, or use, redistribute, republish or exploit such content or service for any further commercial or promotional purposes; (c) attempt to gain unauthorized access to other computer systems through the MANADECENTRALIZED site; (d) engage in spidering, screen scraping, database scraping, harvesting of catalogue information, e-mail addresses, wireless addresses or other contact or personal information, or any other automatic means of obtaining lists of catalogue items or information, users or other information from or through the MANADECENTRALIZED Site or the services offered on or through the MANADECENTRALIZED site, including without limitation any information residing on any server or database connected to the MANADECENTRALIZED site or the services offered on or through the MANADECENTRALIZED site; (e) obtain or attempt to obtain unauthorized access to computer systems, materials or information through any means; (f) use the MANADECENTRALIZED site or the services made available on or through the MANADECENTRALIZED site in any manner with the intent to interrupt, damage, disable, overburden, or impair the MANADECENTRALIZED site or such services, including, without limitation, sending mass unsolicited messages or “flooding” servers with requests; (g) use the MANADECENTRALIZED site’s services or features in violation of MANADECENTRALIZED or any third party’s intellectual property or other proprietary or legal rights; (h) use any known or future unknown technology to harvest, names, auction ids MANADECENTRALIZED site addresses, names or addresses for spam, reverse engineering, data collection, data mining, unsolicited telemarketing or other unwanted nuisance intrusions; (i) use any device, software or scheme that would interfere with the proper functioning of the MANADECENTRALIZED site, or any transaction via the MANADECENTRALIZED site; (j) place an undue burden or interfere with the lawful transmission of our content to our users, use any device to limit our total free access to the web infrastructure; and (k) use the MANADECENTRALIZED site or the MANADECENTRALIZED site’s services in violation of any applicable law.
You further agree that you may not attempt (or encourage or support anyone else’s attempt) to engage in any of the foregoing prohibited activities or to circumvent, reverse engineer, decrypt, disassemble, decompile or otherwise alter or interfere with the MANADECENTRALIZED site or the MANADECENTRALIZED site’s services, or any content thereof, or make unauthorized use thereof. You agree that you will not use the MANADECENTRALIZED site in any manner that could damage, disable, overburden, or impair the MANADECENTRALIZED site or interfere with any other party’s use and enjoyment of the MANADECENTRALIZED site. You may not obtain, use or access, or attempt to obtain, use or access, any materials or information through any means not intentionally made publicly available or provided for through the MANADECENTRALIZED site.
The following is an additional list of User Content that is prohibited on the MANADECENTRALIZED Sites. Prohibited Content includes such Content that: (1) is implicitly or explicitly offensive, such as User Content that engages in, endorses or promotes racism, bigotry, discrimination, hatred or physical harm of any kind against any group or individual; (2) harasses, incites harassment or advocates harassment of any group or individual; (3) involves the transmission of “junk mail”, “chain letters,” or unsolicited mass mailing or “spamming”; (4) promotes or endorses false or misleading information or illegal activities or conduct that is abusive, threatening, obscene, defamatory or libelous; (5) promotes or endorses an illegal or unauthorized copy of another person’s copyrighted work, such as providing or making available pirated computer programs or links to them, providing or making available information to circumvent manufacture-installed copy-protect devices, or providing or making available pirated music or other media or links to pirated music or other media files; (6) contains restricted or password only access pages, or hidden pages or images; (7) provides or links to material that exploits people under the age of 18 in a sexual, violent or other manner, or solicits personal information from anyone under 18; or (8) provides instructional information about illegal activities or other activities prohibited by these Terms, including without limitation, making or buying illegal weapons, violating someone’s privacy, providing or creating computer viruses or pirating any media; and (9) solicits passwords or personal identifying information from other Users.
If notified by a User of User Content or other materials which allegedly do not conform to these Terms, MANADECENTRALIZED may in its sole discretion investigate the allegation and determine whether to take any other actions and whether to remove or request the removal of the User Content. MANADECENTRALIZED has no liability or responsibility to Users for performance or nonperformance of such activities. You acknowledge that MDA may or may not pre-screen Content, but that MDA and its designees shall have the right (but not the obligation) in their sole discretion to pre-screen, refuse, or remove any Content that is available via the Service. Without limiting the foregoing, MDA and its designees shall have the right to remove any Content that violates these terms or is otherwise objectionable. You agree that you must evaluate, and bear all risks associated with, the use of any Content, including any reliance on the accuracy, completeness, or usefulness of such Content. In this regard, you acknowledge that you may not rely on any Content created by MDA or submitted to MDA. MANADECENTRALIZED does not necessarily monitor any materials posted, transmitted, or communicated to or within the Site. If notified by a User of User Content or other materials which allegedly do not conform to these Terms, MANADECENTRALIZED may in its sole discretion investigate the allegation and determine whether to take any other actions whether to remove or request the removal of the User Content. MANADECENTRALIZED has no liability or responsibility to Users for performance or nonperformance of such activities.
(5) Copyright Agent: We respect the intellectual property rights of others, and require that the people who use the Site do the same. If you believe that your work has been copied in a way that constitutes copyright infringement, please forward the following information to MDA, designated as such pursuant to the Digital Millennium Copyright Act, 17 U.S.C. § 512(c)(2), named below:
Your address, telephone number, and email address;
A description of the copyrighted work that you claim has been infringed;
A description of where the alleged infringing material is located;
A statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law;
An electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; and
A statement by you, made under penalty of perjury, that the above information in your Notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf.
MDA Copyright Agent
Address 888 Newark Ave, Jersey City, NJ 07306
Phone 201 604 2702
Email – firstname.lastname@example.org
(7) Services/Membership: The initial services being offered to registered Users may include some or all of the following: career development programs (which may include in-person events, as well as livestreamed and recorded videos), temporary pop-up studio space rentals (in at least the following locations Jersey City, Miami and Chicago), access to a database of shared resources, access to community and co-working spaces, access to specialist equipment (which will require separate signup and check procedures), invitations to VIP receptions and events, subscription to members’ newsletter, networking and mentorship opportunities. MDA offers Membership based on an initial two-month free access and then recurring monthly charges based on the rate in place at the time you signed this Agreement. These recurring monthly charges will be based on the credit card you provide to MDA when you sign up. You have an obligation to keep valid credit card information in connection with your Membership. However, MDA reserves the right to modify that monthly rate with 30 days notice to you prior to a modification. MDA does not offer refunds, whether partial or full, if you choose to cancel or terminate your membership.
(7)(i) eCommerce: All Users will have access to the eCommerce portion of MANADECENTRALIZED for the ability to purchase Art and other products being offered for sale. You are not required to be a Member to purchase Art or other items on MANADECENTRALIZED, but your acceptance of these Terms is required. Only registered Members can seek to be a Seller of Art or other approved items on MANADECENTRALIZED. However, all Sellers are required to execute a separate written Consignment Agreement with MDA in connection with those sales.
(7)(ii) eCommerce Sellers: Registered Members may submit Artwork or other approved items that they have created or have legal title to offer for sale and desire to sell through MANADECENTRALIZED, the additional terms of said submission which are provided in a separately executed Consignment Agreement. In the event of a conflict between these Terms and the Consignment Agreement, the Consignment Agreement language shall dictate. Upon the execution of the separate Consignment Agreement, and approval of MDA to list the Artwork or items on MANADECENTRALIZED then Member will also be considered a Seller for purposes of these Terms. Although MDA is listing and facilitating the sale of Artwork, the Seller is still solely responsible for all Artwork that is made available through MANADECENTRALIZED.
Seller warrants that: (i) Seller is the creator or have legal title to any such Artwork. MDA may at our discretion at any time withdraw your Artwork from MANADECENTRALIZED for legal, reputational or logistical reasons, including but not limited to (a) if Seller fails to provide evidence to verify Seller’s identity or title to the Artwork to our satisfaction; (b) if we reasonably believe that Seller may be, or is about to be, in breach of these Terms or the Separate Consignment Agreement; or (c) if we reasonably believe the Artwork to be a forgery or counterfeit.
As a seller of the Artwork, You hereby grant MDA a worldwide, transferable, nonexclusive, right and license, with a right to sublicense, to use, reproduce, distribute, publicly perform and publicly display original or reproduced copies of the Artwork sales on MANADECENTRALIZED limited only to the purpose of facilitating the sale of Artwork. This right and license extends to MDA’s ability to access, view, use, crop, resize, reformat, copy, distribute, license, publicly display, publicly perform, transmit and broadcast copies of the Artwork in any form on MANADECENTRALIZED limited only to the purpose of facilitating the sale of Artwork. A Seller’s only compensation is done by the resulting purchase of the Artwork the terms of which are dictated by the Consignment Agreement previously executed between MDA and Seller. MDA and/or its third party service providers will be responsible for collecting billing and shipping information from the purchaser and for processing payment for such purchases through MANADECENTRALIZED.
(7)(iii) eCommerce Listings: MDA tries to display as accurately as possible the colors and appearance of Member Artwork or products that appear on MANADECENTRALIZED. The actual colors displayed on a Member or Visitor’s screen may vary and may depend upon computer and screen settings as well as the image being used to capture and display the Artwork for sale. MDA does not guarantee that your display of the Artwork or products will be accurate. MDA also tries to display as accurately as possible the description of the Artwork or products. MDA in its sole discretion may edit the description if there appears to be incorrect information or if the information is in violation of the content guidelines in this agreement. MDA does not warrant that any product description is accurate, complete or error free.
(7)(iv) eCommerce Purchasers: Your purchases of Artwork or products through the MDA, is done by the facilitation of MDA between the Artist Seller and You. All prices are set forth clearly on the listings and subject to your express agreement at checkout. The listed prices do not include shipping or applicable taxes, if any, for which you are responsible and which will be separately identified on your receipt at checkout. MDA and/or its third party service providers will collect your billing and shipping information and process your payment. In the event that MDA determines that an item is mispriced, out of stock, discontinued, or otherwise unavailable at the price listed via MANADECENTRALIZED, MDA may in its sole discretion remove the listing and or cancel the order. In the event that an Order is cancelled, the potential purchaser will be notified via email. The delivery of all Artwork will include a certificate of authenticity. Upon checkout, an order review will be provided. Title to the resulting Artwork is deemed transferred to Purchaser upon the institution of the shipping of the Artwork and clearance of the funds associated with the purchase. The purchase of Artwork does not confer to You any intellectual property rights, including copyright, in the underlying work.
ALL SALES ARE FINAL: Purchasers expressly agree and understand that all sales of Artwork are final. MDA will not accept returns for any reason, except for a legitimate claim of counterfeit forgery. Such claims must be made in writing to MDA within 30 days of receipt of the Artwork. The review of potential claims of counterfeit or forgery will be handled and decided in the sole discretion of MDA. Purchasers expressly understand and agree that MDA cannot guarantee that all Artwork is genuine. MDA takes extensive measures to ensure Artwork is genuine, including as signed agreement from the artist which includes a warranty clause. All legal disputes surrounding the authenticity of the Artwork are handled in accordance with Section 16XX herein.
(8) Account Information/Passwords: In order to access most features of MANADECENTRALIZED, you will be required to create a MANADECENTRALIZED login account. You may never use another User’s account. When creating Your account, You must provide accurate and complete information and promptly update Your account if any of your User information changes. You are solely responsible for the activity that occurs on Your account and for keeping Your account password secure. You must notify MDA immediately of any breach of security or unauthorized use of Your account.
(9) Account Rights: You understand and acknowledge that You have no ownership rights in Your MANADECENTRALIZED Account, and that if You cancel Your MANADECENTRALIZED Account, all Your MANADECENTRALIZED Account Information, within MANADECENTRALIZED may be marked as deleted in MANADECENTRALIZED’s databases. Information may continue to be available for some period of time because of delays in propagating such deletion through MANADECENTRALIZED’s web servers. MANADECENTRALIZED will retain certain information as required by applicable law.
(10) MANADECENTRALIZED’s Liability: MDA may take any action with respect to User Content that it deems necessary or appropriate in its sole discretion if it believes that such User Content could create liability for MDA, damage MDA and/or MANADECENTRALIZED’s brand or public image, or cause MDA and/or MANADECENTRALIZED to lose (in whole or in part) the services of its ISPs or other suppliers. While MDA reserves the right in its sole discretion to remove content or material from MANADECENTRALIZED from time to time, MDA does not assume any obligation to do so and disclaims any liability for failing to take any such action.
The MANADECENTRALIZED Site and the User Content may contain inaccuracies or typographical errors. MDA makes no representations about the accuracy, reliability, completeness, or timeliness of any MANADECENTRALIZED Site or the User Content. MANADECENTRALIZED may make some suggestions or recommendations based on popular services. These suggestions or recommendations are purely opinion and You should make Your own informed decision. The use of all MANADECENTRALIZED Sites and the User Content is at your own risk. Changes are periodically made to MANADECENTRALIZED Sites and may be made at any time.
MANADECENTRALIZED cannot guarantee and does not promise any specific results from use of MANADECENTRALIZED or any MANADECENTRALIZED Site, including the eCommerce portions. No advice or information, whether oral or written, obtained by a User from MANADECENTRALIZED or through or from MANADECENTRALIZED or any other MANADECENTRALIZED Site shall create any warranty not expressly stated herein.
(11) DISCLAIMER OF WARRANTIES. THE SITE, INCLUDING, WITHOUT LIMITATION, ALL SERVICES, CONTENT, FUNCTIONS AND MATERIALS, IS PROVIDED “AS IS,” “AS AVAILABLE,” WITHOUT WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED BY STATUTE, COMMON LAW OR OTHERWISE, FOR INFORMATION, DATA, DATA PROCESSING SERVICES, UPTIME OR UNINTERRUPTED ACCESS, ANY WARRANTIES CONCERNING THE AVAILABILITY, ACCURACY, USEFULNESS, OR CONTENT OF INFORMATION, ANY WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, AND ANY IMPLIED WARRANTY ARISING FROM COURSE OF DEALING OR USAGE OF TRADE, AND WE HEREBY DISCLAIM ANY AND ALL SUCH WARRANTIES, EXPRESS AND IMPLIED. WE DO NOT WARRANT, REPRESENT OR COVENANT THAT THE WEB SITE OR THE SERVICES, CONTENT, FUNCTIONS OR MATERIALS CONTAINED THEREIN WILL BE TIMELY, SECURE, UNINTERRUPTED OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. WE MAKE NO WARRANTY THAT THE WEB SITE WILL MEET USERS’ REQUIREMENTS. NO ADVICE, RESULTS OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH THE SITE SHALL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN. MDA ALSO ASSUMES NO RESPONSIBILITY, AND SHALL NOT BE LIABLE FOR, ANY DAMAGES TO, OR VIRUSES THAT MAY INFECT, YOUR COMPUTER EQUIPMENT OR OTHER PROPERTY ON ACCOUNT OF YOUR ACCESS TO, USE OF, OR BROWSING IN THE SITE OR YOUR DOWNLOADING OF ANY MATERIALS, DATA, TEXT, IMAGES, VIDEO, AUDIO OR SOFTWARE FROM THE SITE. IF YOU ARE DISSATISFIED WITH THE SITE, YOUR SOLE REMEDY IS TO DISCONTINUE USING THE SITE.
WE TRY TO ENSURE THAT THE INFORMATION POSTED ON THE SITE IS CORRECT AND UP-TO-DATE. WE RESERVE THE RIGHT TO CHANGE OR MAKE CORRECTIONS TO ANY OF THE INFORMATION PROVIDED ON THE SITE AT ANY TIME AND WITHOUT ANY PRIOR WARNING. WE CANNOT, AND DO NOT, GUARANTEE THE CORRECTNESS, PRECISION, THOROUGHNESS OR COMPLETENESS OF ANY OF THE INFORMATION AVAILABLE ON THE SITE, NOR WILL WE BE LIABLE FOR ANY INACCURACY OR OMISSION CONCERNING ANY OF THE INFORMATION PROVIDED ON THE SITE.
WITHOUT LIMITATION OF THE ABOVE IN THIS SECTION, MDA AND ITS AFFILIATES, SUPPLIERS AND LICENSORS MAKE NO WARRANTIES OR REPRESENTATIONS REGARDING ANY GOODS OR SERVICES ORDERED OR PROVIDED VIA THE WEB SITE, AND HEREBY DISCLAIM, AND YOU HEREBY WAIVE, ANY AND ALL WARRANTIES AND REPRESENTATIONS MADE IN SERVICES LITERATURE, FREQUENTLY ASKED QUESTIONS DOCUMENTS AND OTHERWISE ON THE SITE OR IN CORRESPONDENCE WITH ITS AGENTS. ANY GOODS OR SERVICES ORDERED OR PROVIDED VIA THE SITE ARE PROVIDED BY MANADECENTRALIZED “AS IS,” EXCEPT TO THE EXTENT, IF AT ALL, OTHERWISE SET FORTH IN AN AGREEMENT SEPARATELY ENTERED INTO IN WRITING BETWEEN YOU AND MANADECENTRALIZED OR ITS LICENSOR.
(12)LIMITATION OF LIABILITY. IN NO EVENT SHALL MDA AND/OR MANADECENTRALIZED, ITS AFFILIATES OR ANY OF THEIR DIRECTORS, OFFICERS, EMPLOYEES, AGENTS OR CONTENT OR SERVICE PROVIDERS (COLLECTIVELY, THE “PROTECTED ENTITIES”) BE LIABLE, WHETHER IN AN ACTION BASED ON A CONTRACT INDEMNIFICATION, OBLIGATION, TORT (INCLUDING WITHOUT LIMITATION NEGLIGENCE), COLLATERALLY OR ARISING FROM ANY STATUTORY DUTY, PRE-CONTRACT OR OTHER REPRESENTATIONS, OR OTHERWISE, HOWEVER ARISING, FOR ANY ECONOMIC LOSSES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUES, PROFITS, CONTRACTS, BUSINESS, GOODWILL OR ANTICIPATED SAVINGS) OR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING FROM, OR DIRECTLY OR INDIRECTLY RELATED TO, THE USE OF, OR THE INABILITY TO USE, THE SITE OR THE CONTENT, MATERIALS AND FUNCTIONS RELATED THERETO, YOUR PROVISION OF INFORMATION VIA THE WEB SITE, LOST BUSINESS OR LOST SALES, EVEN IF SUCH PROTECTED ENTITY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO CERTAIN USERS. IN NO EVENT SHALL THE PROTECTED ENTITIES BE LIABLE FOR OR IN CONNECTION WITH ANY CONTENT POSTED, TRANSMITTED, EXCHANGED OR RECEIVED BY OR ON BEHALF OF ANY USER OR OTHER PERSON ON OR THROUGH THE SITE. IN NO EVENT SHALL THE TOTAL AGGREGATE LIABILITY OF THE PROTECTED ENTITIES TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT OR TORT, INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR OTHERWISE) ARISING FROM THE TERMS AND CONDITIONS OR YOUR USE OF THE SITE EXCEED, IN THE AGGREGATE, THE AMOUNT, IF ANY, PAID BY YOU TO MANADECENTRALIZED FOR YOUR USE OF THE SITE OR PURCHASE OF PRODUCTS/SERVICES VIA THE SITE.
(13) Termination: MDA may cancel or suspend Your use of MANADECENTRALIZED or a portion thereof at any time if You violate the terms of this Agreement, if MDA believes that Your use of MANADECENTRALIZED represents a direct or indirect threat to its network function or integrity or anyone else’s use of the MANADECENTRALIZED, or if MDA is otherwise required by law to do so. Upon notification by MDA of any such cancellation or suspension, Your right to use MANADECENTRALIZED may stop immediately.
Members may terminate the Agreement at any time, but will not be entitled to a refund. A termination will be effective at the end of the monthly MANADECENTRALIZED billing cycle during which You terminated the Agreement. Upon termination or cancellation of the Agreement by either party for any reason, MDA may delete User Content permanently from its servers. Notwithstanding the foregoing, MDA will keep User Content for a period of at least 90 days, or as required by law, before it is may be deleted from MDA’s servers.
(14) Links to Content and Other Sites. MANADECENTRALIZED and certain other MANADECENTRALIZED Sites contain links to third party Web sites and content. These links are provided solely as a convenience to You and not as an endorsement by MANADECENTRALIZED of the contents on such third-party Web sites. MANADECENTRALIZED is not responsible for the content of linked third-party sites and does not make any representations regarding the content or accuracy of materials on such third party Web sites. If You decide to access linked third-party Web sites, You do so at your own risk.
MANADECENTRALIZED and certain other MANADECENTRALIZED Sites contain links to social media sites. These links are provided solely as a convenience to You and not as an endorsement by MDA and/or MANADECENTRALIZED of the content on such social media sites. MDA and/or MANADECENTRALIZED is not responsible for the content, accuracy of such content, or manner in which such content is provided to these third party social media sites. You specifically agree that the use of these social media sites in conjunction with MANADECENTRALIZED is at your own risk.
(15) Indemnity. You agree to defend, indemnify, and hold harmless MDA and MANADECENTRALIZED, its affiliates, and their respective officers, directors, employees and agents, from and against any claims, actions or demands, including without limitation reasonable legal and accounting fees, alleging or resulting from (i) any User Content or other material You provide to any MANADECENTRALIZED Site, (ii) your use of any MANADECENTRALIZED Content, or (iii) your breach of these Terms. MANADECENTRALIZED shall provide notice to You promptly of any such claim, suit, or proceeding.
(16) Legal Disputes: MDA and User mutually agree to resolve any justiciable disputes between them exclusively through final and binding arbitration instead of a court or jury trial. This arbitration agreement is governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16) and applies to any and all claims arising out of or relating to this Agreement, the User’s classification in the Membership, User’s provision of services, User’s use of the MANADECENTRALIZED Services, any payments made or received by User through MANADECENTRALIZED, the termination of this Agreement, and all other aspects of the User’s relationship (or the termination of its relationship) with MDA, past, present or future, whether arising under federal, state or local statutory and/or common law. However, this Agreement does not apply to litigation between User and MDA, if any, pending in a state or federal court as of the date of User’s receipt of this Agreement, nor does it apply to any claim that may not be arbitrated as provided by an Act of Congress or lawful, enforceable Executive Order.
(16)(a) If either party initiates arbitration, the initiating party must notify the other party in writing via certified mail, return receipt requested, or hand delivery within the applicable statute of limitations period. This demand for arbitration must include: (1) the name and address of the party seeking arbitration; (2) a statement of the legal and factual basis of the claim; and (3) a description of the remedy sought. Any demand for arbitration by User must be delivered to the MDA at Mana Common Marketing, LLC, 888 Newark Ave, Jersey City, NJ 07306.
(16)(b) Class Action Waiver. MDA and User mutually agree that by entering into this agreement to arbitrate, both waive their right to have any dispute or claim brought, heard or arbitrated as a class action, collective action and/or representative action, and an arbitrator will not have any authority to hear or arbitrate any class, collective or representative action (“Class Action Waiver”). Notwithstanding any other clause contained in this Agreement or the AAA Rules, as defined below, any claim that all or part of this Class Action Waiver is unenforceable, unconscionable, void or voidable may be determined only by a court of competent jurisdiction and not by an arbitrator. In any case in which (1) the dispute is filed as a class, collective, representative or private attorney general action and (2) there is a final judicial determination that all or part of the Class Action Waiver is unenforceable, the class, collective, representative and/or private attorney general action to that extent must be litigated in a civil court of competent jurisdiction, but the portion of the Class Action Waiver that is enforceable shall be enforced in arbitration.
(16)(c) User agrees and acknowledges that entering into this arbitration agreement does not change User’s status as a member in fact and in law, that User is not an employee of MDA and that any disputes in this regard shall be subject to arbitration as provided in this agreement.
(16)(d)Any arbitration shall be governed by the American Arbitration Association Commercial Arbitration Rules (“AAA Rules”), except as follows:
(1) The arbitration shall be heard by one arbitrator selected in accordance with the AAA Rules. The arbitrator shall be an attorney with experience in the law underlying the dispute.
(2) If the parties cannot otherwise agree on a location for the arbitration, the arbitration shall take place in Miami, Florida.
(3) Unless applicable law provides otherwise, as determined by the Arbitrator, the parties agree that MDA shall pay all of the Arbitrator’s fees and costs.
(4) The Arbitrator may issue orders (including subpoenas to third parties) allowing the parties to conduct discovery sufficient to allow each party to prepare that party’s claims and/or defenses, taking into consideration that arbitration is designed to be a speedy and efficient method for resolving disputes.
(5) Except as provided in the Class Action Waiver, the Arbitrator may award all remedies to which a party is entitled under applicable law and which would otherwise be available in a court of law, but shall not be empowered to award any remedies that would not have been available in a court of law for the claims presented in arbitration. The Arbitrator shall apply the state or federal substantive law, or both, as is applicable.
(6) The Arbitrator may hear motions to dismiss and/or motions for summary judgment and will apply the standards of the Federal Rules of Civil Procedure governing such motions.
(7) The Arbitrator’s decision or award shall be in writing with findings of fact and conclusions of law. Judgment may be entered on the arbitrator’s decision or award in any court having jurisdiction.
(8) Either MDA or You may apply to a court of competent jurisdiction for temporary or preliminary injunctive relief on the ground that without such relief the arbitration provided in this paragraph may be rendered ineffectual.
(16)(e) Regardless of any other terms of this arbitration agreement, claims may be brought before, and remedies awarded by, an administrative agency (such as the National Labor Relations Board, the U.S. Department of Labor or the Equal Employment Opportunity Commission) if applicable law permits access to such an agency notwithstanding the existence of an agreement to arbitrate.
(16)(f) The AAA Rules may be found at www.adr.org or by searching for “AAA Commercial Arbitration Rules” using a service such as www.Google.com or www.Bing.com.
(16)(g) This arbitration agreement is the full and complete agreement relating to the formal resolution of disputes covered by this arbitration agreement. In the event any portion of this arbitration agreement is deemed unenforceable, the remainder of this arbitration agreement will be enforceable.
(16)(h) If any dispute arises between You another User, as it relates to MANADECENTRALIZED, MDA and/or this Agreement, such dispute shall be submitted and settled in accordance with the Rules of the American Arbitration Association, in Miami Dade County, Florida and the decision of a single English speaking arbitrator shall be final and binding.
(16)(i) The Terms of Service and the relationship between You and MDA shall be governed by the laws of the State of Florida, without regard to its conflict of law provisions. In the event that a Court determines that the arbitration clause herein is unenforceable or inapplicable, You agree that any cause of action that may arise under the Terms of Service shall be commenced and be heard in the appropriate court in the State of Florida, Miami Dade County. You agree to submit to the personal and exclusive jurisdiction of the courts located within Miami Dade County in the State of Florida.
(17) Miscellaneous: Our failure to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision. Any waiver of any provision of these Terms of Service by MDA must be made in writing and signed by an authorized representative of MDA specifically referencing these Terms of Service and the provision to be waived. Headings used in these Terms of Service are for convenience only and are not to be relied upon. If any provision of the Terms of Service is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of the Terms of Service remain in full force and effect. These Terms of Service will inure to the benefit of, and are intended to be enforceable by, MANADECENTRALIZED’s successors, assigns and licensees. There are no third party beneficiaries to this Agreement; a person who is not a party to this Agreement has no rights under the Contracts (Rights of Third Parties) Act 1999 to rely upon or enforce any term or provision of this Agreement. We do not represent that materials on the MANADECENTRALIZED Site are appropriate for use in all locations. Persons who choose to access the MANADECENTRALIZED Site do so on their own initiative, and are responsible for compliance with local laws, if and to the extent local laws are applicable.