Terms & Conditions
Effective Date: July 18, 2023
These “Terms of Use” constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Maesa LLC (“we,” “us” or “our”), concerning your access to and use of the maesa.com website as well as any other media form or media channel including but not limited to mobile websites or mobile applications related, linked, or otherwise connected thereto (collectively, the “Site”).
As a condition to your access to or use of the Site, you consent to be bound by these Terms of Use, including, without limitation, the arbitration agreement and class action waiver described below, subject to applicable law. Please do not use the Site if you do not agree with the Terms of Use. Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Effective Date” of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use 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 of Use by your continued use of the Site after the date such revised Terms of Use are posted.
The information provided on the Site 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 Site from locations where use of the Site would be contrary to law or regulation do so at their own risk and are responsible for complying with the laws and regulations of the territory of access.
The Site is intended for users who are at least 13 years of age, however all users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the Site. We may, in our sole discretion, change our eligibility criteria at any time. The right to access the Site is revoked where this Agreement or use of the Site is prohibited or conflicts with any applicable law, rule or regulation.
1. Intellectual property rights
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and 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 Marks are provided on the Site “AS IS” for your information and personal use only. We do not guarantee that any Content you access on or through the Site is or will continue to be accurate. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks 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.
We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. The use or posting of any of the Content on any other website for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
2. User representations
By using the Site, you represent and warrant that:
(1) all information you may submit, if any at all, will be true, accurate, current, and complete;
(2) you will maintain the accuracy of such information and promptly update such information as necessary;
(3) you have the legal capacity and you agree to comply with these Terms of Use;
(4) if you make any Submissions as provided herein, you are not under the age of 18;
(5) you are a minor in the jurisdiction in which you reside, you have received parental permission to use the Site;
(6) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise;
(7) you will not use the Site for any illegal or unauthorized purpose;
(8) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
3. Prohibited activities
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
1. systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2. make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
3. use the Site to advertise or offer to sell goods and services.
4. circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
5. engage in unauthorized framing of or linking to the Site.
6. trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
7. make improper use of our support services or submit false reports of abuse or misconduct.
8. engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
9. interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
10. attempt to impersonate another user or person or use the username of another user.
11. sell or otherwise transfer your profile.
12. use any information obtained from the Site in order to harass, abuse, or harm another person.
13. use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
14. decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
15. attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
16. harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
17. delete the copyright or other proprietary rights notice from any Content.
18. copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
19. 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 Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
20. upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
21. except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
22. disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
23. use the Site in a manner inconsistent with any applicable laws or regulations.
4. Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site provided by you to us (“Submissions“) are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You represent and warrant that you own all right, title and interest in and to any Submissions.
You hereby waive all moral rights to any such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
5. Third-party websites and content
The Site may contain (or you may be sent via the Site) links to websites owned and/or operated by third parties (“Third-Party Websites“) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content“).
Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.
Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern.
You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.
You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by any use or your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
6. Site management
We reserve the right, but not the obligation, to:
(1) monitor the Site for violations of these Terms of Use;
(2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, 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 Submissions or any portion thereof;
(4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems;
(5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
7. Privacy policy
We care about data privacy and security. Please review our Privacy Policy for information about how we collect, use, disclose and otherwise process information about you.
8. Copyright infringements
We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, or that your intellectual property rights have been otherwise violated, please immediately notify us using the contact information provided below (a “Notification”).
Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.
9. Term and termination
These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TO RESTRICT YOUR ACCESS TO AND USE OF THE SITE (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 WITHOUT PRIOR NOTICE OR LIABILITY. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
We reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and choice of law and venue.
10. Modifications and interruptions
We reserve the right to change, modify, or remove the contents of the Site at any time and for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems and we may need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason 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 Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
11. Governing law
These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within the State of New York, without regard to its conflict of law principles.
12. Corrections
There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Site, including descriptions, 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 Site at any time, without prior notice.
13. Disclaimer
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES, AND ANY THIRD PARTY WEBSITES AND THIRD PARTY CONTENT WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE, PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. 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.
14. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR DIRECTORS, SHAREHOLDERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM THESE TERMS OF USE YOUR USE OF THE SITE OR THIRD-PARTY CONTENT MADE AVAILABLE ON THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH JURISDICTIONS, THE LIABILITY OF THE MAESA PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS AFFECTS ANY LEGAL RIGHTS AND REMEDIES YOU HAVE UNDER LOCAL LAW.
15. Indemnification
To the fullest extent permitted by applicable law, You agree to defend, indemnify, and hold us harmless, including our respective officers, directors, shareholders, subsidiaries, affiliates, partners and agents, 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) your Submissions; (2) your access to and/or use or misuse of the Content or the Site; (3) breach of these Terms of Use and any documents incorporated herein; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of any applicable law or any violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any claims we may face from a third party relating to our exercise of the licenses you have granted to us within these Terms of Use or otherwise with regard to your Submissions.
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.
16. ARBITRATION CLAUSE AND CLASS ACTION WAIVER
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH MAESA AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT. IN ADDITION, ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR HAVING A JURY TRIAL.
YOU AND MAESA AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OUR SERVICES IS PERSONAL TO YOU AND MAESA AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ACTION, AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.
You and Maesa agree that for any claim or dispute (whether in contract, tort, or otherwise) that you may have against Maesa and/or its parent, subsidiaries, affiliates and each of their respective officers, directors and employees (all such individuals and entities collectively referred to herein as the “Maesa Entities”), arising out of, relating to, or connected in any way with the Site, you agree to first contact Maesa and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Maesa by email at maesalegal@maesa.com or by certified mail addressed to Maesa Legal Department, 225 Liberty Street, Suite 2301, New York, NY 10281. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. If you and Maesa cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then (i) either party may submit the dispute to binding arbitration administered by JAMS, or (ii) the claim shall be resolved by an individual action in small claims court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration. Arbitration proceedings will be held in New York County, New York or may be conducted telephonically or via video conference for disputes alleging damages less than $500, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
You and Maesa agree that these Terms of Service affects interstate commerce and that the enforceability of this Section 17 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.
The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. The arbitrator’s award will consist of a written statement stating the disposition of each claim and provide a concise written statement of the essential findings and conclusions on which the award is based. You and Maesa agree that for any arbitration you initiate, you will pay the filing fee and Maesa will pay the remaining JAMS fees and costs. For any arbitration initiated by Maesa, Maesa will pay all JAMS fees and costs. You and Maesa agree that the state or federal courts of the State of New York and the United States sitting in New York county, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
17. User data
We will maintain certain data that you transmit to the Site for the purpose of managing the Site, as well as data relating to your use of the Site. You are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site.
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.
18. Electronic communications, transactions, and signatures
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.
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.
19. California users and residents
If any complaint with us is not satisfactorily resolved, you 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.
20. Miscellaneous
These Terms of Use and any policies or operating rules posted by us on the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.
These Terms of Use operate to the fullest extent permissible by law. 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.
If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable by court of competent jurisdiction, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions.
There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use 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 of Use and the lack of signing by the parties hereto to execute these Terms of Use.
Contact us
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
Maesa LLC
225 Liberty Street
Suite 2301
New York, NY 10281
p. +1.212.674.5555
f. +1.212.431.6614
info@maesa.com
These “Terms of Use” constitute a legally binding agreement made between you, whether personally or on behalf of an entity (“you”) and Maesa LLC (“we,” “us” or “our”), concerning your access to and use of the maesa.com website as well as any other media form or media channel including but not limited to mobile websites or mobile applications related, linked, or otherwise connected thereto (collectively, the “Site”).
As a condition to your access to or use of the Site, you consent to be bound by these Terms of Use, including, without limitation, the arbitration agreement and class action waiver described below, subject to applicable law. Please do not use the Site if you do not agree with the Terms of Use. Supplemental terms and conditions or documents that may be posted on the Site from time to time are hereby expressly incorporated herein by reference. We reserve the right, in our sole discretion, to make changes or modifications to these Terms of Use at any time and for any reason. We will alert you about any changes by updating the “Effective Date” of these Terms of Use, and you waive any right to receive specific notice of each such change. It is your responsibility to periodically review these Terms of Use 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 of Use by your continued use of the Site after the date such revised Terms of Use are posted.
The information provided on the Site 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 Site from locations where use of the Site would be contrary to law or regulation do so at their own risk and are responsible for complying with the laws and regulations of the territory of access.
The Site is intended for users who are at least 13 years of age, however all users who are minors in the jurisdiction in which they reside (generally under the age of 18) must have the permission of, and be directly supervised by, their parent or guardian to use the Site. If you are a minor, you must have your parent or guardian read and agree to these Terms of Use prior to you using the Site. We may, in our sole discretion, change our eligibility criteria at any time. The right to access the Site is revoked where this Agreement or use of the Site is prohibited or conflicts with any applicable law, rule or regulation.
1. Intellectual property rights
Unless otherwise indicated, the Site is our proprietary property and all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics on the Site (collectively, the “Content”) and the trademarks, service marks, and logos contained therein (the “Marks”) are owned or controlled by us or licensed to us, and 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 Marks are provided on the Site “AS IS” for your information and personal use only. We do not guarantee that any Content you access on or through the Site is or will continue to be accurate. Except as expressly provided in these Terms of Use, no part of the Site and no Content or Marks 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.
We reserve all rights not expressly granted to you in and to the Site, the Content and the Marks. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. The use or posting of any of the Content on any other website for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
2. User representations
By using the Site, you represent and warrant that:
(1) all information you may submit, if any at all, will be true, accurate, current, and complete;
(2) you will maintain the accuracy of such information and promptly update such information as necessary;
(3) you have the legal capacity and you agree to comply with these Terms of Use;
(4) if you make any Submissions as provided herein, you are not under the age of 18;
(5) you are a minor in the jurisdiction in which you reside, you have received parental permission to use the Site;
(6) you will not access the Site through automated or non-human means, whether through a bot, script, or otherwise;
(7) you will not use the Site for any illegal or unauthorized purpose;
(8) your use of the Site will not violate any applicable law or regulation.
If you provide any information that is untrue, inaccurate, not current, or incomplete, we have the right to suspend or terminate your account and refuse any and all current or future use of the Site (or any portion thereof).
3. Prohibited activities
You may not access or use the Site for any purpose other than that for which we make the Site available. The Site may not be used in connection with any commercial endeavors except those that are specifically endorsed or approved by us.
As a user of the Site, you agree not to:
1. systematically retrieve data or other content from the Site to create or compile, directly or indirectly, a collection, compilation, database, or directory without written permission from us.
2. make any unauthorized use of the Site, including collecting usernames and/or email addresses of users by electronic or other means for the purpose of sending unsolicited email, or creating user accounts by automated means or under false pretenses.
3. use the Site to advertise or offer to sell goods and services.
4. circumvent, disable, or otherwise interfere with security-related features of the Site, including features that prevent or restrict the use or copying of any Content or enforce limitations on the use of the Site and/or the Content contained therein.
5. engage in unauthorized framing of or linking to the Site.
6. trick, defraud, or mislead us and other users, especially in any attempt to learn sensitive account information such as user passwords;
7. make improper use of our support services or submit false reports of abuse or misconduct.
8. engage in any automated use of the system, such as using scripts to send comments or messages, or using any data mining, robots, or similar data gathering and extraction tools.
9. interfere with, disrupt, or create an undue burden on the Site or the networks or services connected to the Site.
10. attempt to impersonate another user or person or use the username of another user.
11. sell or otherwise transfer your profile.
12. use any information obtained from the Site in order to harass, abuse, or harm another person.
13. use the Site as part of any effort to compete with us or otherwise use the Site and/or the Content for any revenue-generating endeavor or commercial enterprise.
14. decipher, decompile, disassemble, or reverse engineer any of the software comprising or in any way making up a part of the Site.
15. attempt to bypass any measures of the Site designed to prevent or restrict access to the Site, or any portion of the Site.
16. harass, annoy, intimidate, or threaten any of our employees or agents engaged in providing any portion of the Site to you.
17. delete the copyright or other proprietary rights notice from any Content.
18. copy or adapt the Site’s software, including but not limited to Flash, PHP, HTML, JavaScript, or other code.
19. 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 Site or modifies, impairs, disrupts, alters, or interferes with the use, features, functions, operation, or maintenance of the Site.
20. upload or transmit (or attempt to upload or to transmit) any material that acts as a passive or active information collection or transmission mechanism, including without limitation, clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies, or other similar devices (sometimes referred to as “spyware” or “passive collection mechanisms” or “pcms”).
21. except as may be the result of standard search engine or Internet browser usage, use, launch, develop, or distribute any automated system, including without limitation, any spider, robot, cheat utility, scraper, or offline reader that accesses the Site, or using or launching any unauthorized script or other software.
22. disparage, tarnish, or otherwise harm, in our opinion, us and/or the Site.
23. use the Site in a manner inconsistent with any applicable laws or regulations.
4. Submissions
You acknowledge and agree that any questions, comments, suggestions, ideas, feedback, or other information regarding the Site provided by you to us (“Submissions“) are non-confidential and shall become our sole property. We shall own exclusive rights, including all intellectual property rights, and shall be entitled to the unrestricted use and dissemination of these Submissions for any lawful purpose, commercial or otherwise, without acknowledgment or compensation to you. You represent and warrant that you own all right, title and interest in and to any Submissions.
You hereby waive all moral rights to any such Submissions. You agree there shall be no recourse against us for any alleged or actual infringement or misappropriation of any proprietary right in your Submissions.
5. Third-party websites and content
The Site may contain (or you may be sent via the Site) links to websites owned and/or operated by third parties (“Third-Party Websites“) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software, and other content or items belonging to or originating from third parties (“Third-Party Content“).
Third-Party Websites and Third-Party Content are not investigated, monitored, or checked for accuracy, appropriateness, or completeness by us, and we are not responsible for Third-Party Websites accessed through the Site or any Third-Party Content posted on, available through, or installed from the Site, including the content, accuracy, offensiveness, opinions, reliability, privacy practices, or other policies of or contained in the Third-Party Websites or the Third-Party Content.
Inclusion of, linking to, or permitting the use or installation of any Third-Party Websites or any Third-Party Content does not imply approval or endorsement thereof by us. If you decide to leave the Site and access the Third-Party Websites or to use or install any Third-Party Content, you do so at your own risk, and you should be aware these Terms of Use no longer govern.
You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Site or relating to any applications you use or install from the Site. Any purchases you make through Third-Party Websites will be through other websites and from other companies, and we take no responsibility whatsoever in relation to such purchases which are exclusively between you and the applicable third party.
You agree and acknowledge that we do not endorse the products or services offered on Third-Party Websites and you shall hold us harmless from any harm caused by any use or your purchase of such products or services. Additionally, you shall hold us harmless from any losses sustained by you or harm caused to you relating to or resulting in any way from any Third-Party Content or any contact with Third-Party Websites.
6. Site management
We reserve the right, but not the obligation, to:
(1) monitor the Site for violations of these Terms of Use;
(2) take appropriate legal action against anyone who, in our sole discretion, violates the law or these Terms of Use, 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 Submissions or any portion thereof;
(4) in our sole discretion and without limitation, notice, or liability, to remove from the Site or otherwise disable all files and content that are excessive in size or are in any way burdensome to our systems;
(5) otherwise manage the Site in a manner designed to protect our rights and property and to facilitate the proper functioning of the Site.
7. Privacy policy
We care about data privacy and security. Please review our Privacy Policy for information about how we collect, use, disclose and otherwise process information about you.
8. Copyright infringements
We respect the intellectual property rights of others. If you believe that any material available on or through the Site infringes upon any copyright you own or control, or that your intellectual property rights have been otherwise violated, please immediately notify us using the contact information provided below (a “Notification”).
Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that material located on or linked to by the Site infringes your copyright, you should consider first contacting an attorney.
9. Term and termination
These Terms of Use shall remain in full force and effect while you use the Site. WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS OF USE, WE RESERVE THE RIGHT TO, IN OUR SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, TO RESTRICT YOUR ACCESS TO AND USE OF THE SITE (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 WITHOUT PRIOR NOTICE OR LIABILITY. WE MAY TERMINATE YOUR USE OR PARTICIPATION IN THE SITE OR DELETE ANY CONTENT OR INFORMATION THAT YOU POSTED AT ANY TIME, WITHOUT WARNING, IN OUR SOLE DISCRETION.
We reserve the right to take appropriate legal action, including without limitation pursuing civil, criminal, and injunctive redress.
All provisions of this Agreement which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity, limitations of liability, and choice of law and venue.
10. Modifications and interruptions
We reserve the right to change, modify, or remove the contents of the Site at any time and for any reason at our sole discretion without notice. However, we have no obligation to update any information on our Site. We also reserve the right to modify or discontinue all or part of the Site without notice at any time. We will not be liable to you or any third party for any modification, suspension, or discontinuance of the Site.
We cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems and we may need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason 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 Site during any downtime or discontinuance of the Site. Nothing in these Terms of Use will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connection therewith.
11. Governing law
These Terms of Use and your use of the Site are governed by and construed in accordance with the laws of the State of New York applicable to agreements made and to be entirely performed within the State of New York, without regard to its conflict of law principles.
12. Corrections
There may be information on the Site that contains typographical errors, inaccuracies, or omissions that may relate to the Site, including descriptions, 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 Site at any time, without prior notice.
13. Disclaimer
THE SITE IS PROVIDED ON AN AS-IS AND AS-AVAILABLE BASIS. YOU AGREE THAT YOUR USE OF THE SITE AND OUR SERVICES, AND ANY THIRD PARTY WEBSITES AND THIRD PARTY CONTENT WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, WE DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE SITE AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE,TITLE, PURPOSE AND NON-INFRINGEMENT. WE MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE SITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THE SITE AND WE WILL ASSUME NO LIABILITY OR RESPONSIBILITY FOR ANY (1) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (2) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE SITE, (3) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (4) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SITE, (5) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE SITE BY ANY THIRD PARTY, AND/OR (6) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SITE. 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.
14. Limitation of liability
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL WE OR OUR DIRECTORS, SHAREHOLDERS, EMPLOYEES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL, OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT, LOST REVENUE, LOSS OF DATA, OR OTHER DAMAGES ARISING FROM THESE TERMS OF USE YOUR USE OF THE SITE OR THIRD-PARTY CONTENT MADE AVAILABLE ON THE SITE, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH JURISDICTIONS, THE LIABILITY OF THE MAESA PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS AFFECTS ANY LEGAL RIGHTS AND REMEDIES YOU HAVE UNDER LOCAL LAW.
15. Indemnification
To the fullest extent permitted by applicable law, You agree to defend, indemnify, and hold us harmless, including our respective officers, directors, shareholders, subsidiaries, affiliates, partners and agents, 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) your Submissions; (2) your access to and/or use or misuse of the Content or the Site; (3) breach of these Terms of Use and any documents incorporated herein; (4) any breach of your representations and warranties set forth in these Terms of Use; (5) your violation of any applicable law or any violation of the rights of a third party, including but not limited to intellectual property rights; or (6) any claims we may face from a third party relating to our exercise of the licenses you have granted to us within these Terms of Use or otherwise with regard to your Submissions.
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.
16. ARBITRATION CLAUSE AND CLASS ACTION WAIVER
PLEASE READ THE FOLLOWING SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN DISPUTES AND CLAIMS WITH MAESA AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. NO CLASS OR REPRESENTATIVE ACTIONS OR ARBITRATIONS ARE ALLOWED UNDER THIS ARBITRATION AGREEMENT. IN ADDITION, ARBITRATION PRECLUDES YOU FROM SUING IN COURT OR HAVING A JURY TRIAL.
YOU AND MAESA AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR OUR SERVICES IS PERSONAL TO YOU AND MAESA AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ACTION, AND WILL NOT BE BROUGHT AS A CLASS ARBITRATION, CLASS ACTION OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.
You and Maesa agree that for any claim or dispute (whether in contract, tort, or otherwise) that you may have against Maesa and/or its parent, subsidiaries, affiliates and each of their respective officers, directors and employees (all such individuals and entities collectively referred to herein as the “Maesa Entities”), arising out of, relating to, or connected in any way with the Site, you agree to first contact Maesa and attempt to resolve the claim informally by sending a written notice of your claim (“Notice”) to Maesa by email at maesalegal@maesa.com or by certified mail addressed to Maesa Legal Department, 225 Liberty Street, Suite 2301, New York, NY 10281. The Notice must (a) include your name, residence address, email address, and telephone number; (b) describe the nature and basis of the claim; and (c) set forth the specific relief sought. If you and Maesa cannot reach an agreement to resolve the claim within thirty (30) days after such Notice is received, then (i) either party may submit the dispute to binding arbitration administered by JAMS, or (ii) the claim shall be resolved by an individual action in small claims court. All disputes submitted to JAMS will be resolved through confidential, binding arbitration. Arbitration proceedings will be held in New York County, New York or may be conducted telephonically or via video conference for disputes alleging damages less than $500, in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”). The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that you have read and understand the JAMS Rules or waive your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason.
You and Maesa agree that these Terms of Service affects interstate commerce and that the enforceability of this Section 17 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq. (the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, this Agreement and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability.
The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual. The arbitrator’s award will consist of a written statement stating the disposition of each claim and provide a concise written statement of the essential findings and conclusions on which the award is based. You and Maesa agree that for any arbitration you initiate, you will pay the filing fee and Maesa will pay the remaining JAMS fees and costs. For any arbitration initiated by Maesa, Maesa will pay all JAMS fees and costs. You and Maesa agree that the state or federal courts of the State of New York and the United States sitting in New York county, New York have exclusive jurisdiction over any appeals and the enforcement of an arbitration award.
17. User data
We will maintain certain data that you transmit to the Site for the purpose of managing the Site, as well as data relating to your use of the Site. You are solely responsible for all data that you transmit or that relates to any activity you have undertaken using the Site.
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.
18. Electronic communications, transactions, and signatures
Visiting the Site, sending us emails, and completing online forms constitute electronic communications. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Site, satisfy any legal requirement that such communication be in writing.
YOU HEREBY AGREE TO THE USE OF ELECTRONIC SIGNATURES, CONTRACTS, ORDERS, AND OTHER RECORDS, AND TO ELECTRONIC DELIVERY OF NOTICES, POLICIES, AND RECORDS OF TRANSACTIONS INITIATED OR COMPLETED BY US OR VIA THE SITE.
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.
19. California users and residents
If any complaint with us is not satisfactorily resolved, you 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.
20. Miscellaneous
These Terms of Use and any policies or operating rules posted by us on the Site constitute the entire agreement and understanding between you and us. Our failure to exercise or enforce any right or provision of these Terms of Use shall not operate as a waiver of such right or provision.
These Terms of Use operate to the fullest extent permissible by law. 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.
If any provision or part of a provision of these Terms of Use is determined to be unlawful, void, or unenforceable by court of competent jurisdiction, that provision or part of the provision is deemed severable from these Terms of Use and does not affect the validity and enforceability of any remaining provisions.
There is no joint venture, partnership, employment or agency relationship created between you and us as a result of these Terms of Use or use of the Site. You agree that these Terms of Use 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 of Use and the lack of signing by the parties hereto to execute these Terms of Use.
Contact us
In order to resolve a complaint regarding the Site or to receive further information regarding use of the Site, please contact us at:
Maesa LLC
225 Liberty Street
Suite 2301
New York, NY 10281
p. +1.212.674.5555
f. +1.212.431.6614
info@maesa.com