YOU MUST READ THESE TERMS AND CONDITIONS (“AGREEMENT”) IN THEIR ENTIRETY BEFORE UTILIZING ANY MAZREE ON-LINE SERVICE:
LAST UPDATED: MARCH 29, 2014
Mazree, LLC and/or its affiliates (“Mazree”) provides to Users of its Service certain web-based commerce-facilitating applications, as further set forth at www.Mazree.com("Services"), and hosting for such Services on Mazree’s website ("Site") subject to the terms and conditions of this Agreement. A “User,” for purposes of this Agreement, may be either a buyer or seller of products and services using the Mazree Service and Site. Mazree does not represent, endorse or act as an agent for any User, as either a seller or a buyer, in any transactions conducted in use of the Service or the Site, or contracts processed as a result of a User using the Service or the Site.
A. User Content.
User's use of the Service and the Site shall not contain, submit or post any information or Content that: (a) is fraudulent or makes fraudulent offers of items or involves the purchase or sale, or attempted purchase or sale, of counterfeit, stolen or items whose sales and/or marketing is prohibited by applicable law or promotes illegal activities; (b) is a scheme, or part of a scheme, to commit fraud on other users; (c) infringes or otherwise abets or encourages the infringement or violation of any third party's intellectual property rights, including but not limited to copyright, patent, trademarks, trade secret or other proprietary right or rights of publicity and privacy; (d) violates any applicable law, statute, ordinance or regulation (including without limitation those governing consumer protection, unfair competition, anti-discrimination or false advertising) and directly or indirectly exports, re-exports or products, technology or software received or shipped pursuant to a transaction in violation of any applicable export control law or regulation of the United States or any other country having jurisdiction over the transactions; (e) is defamatory, libelous, unlawfully threatening or unlawfully harassing; (f) is obscene or contains or infers any pornography or sex-related merchandising or any other content, or otherwise promotes sexually explicit materials or materials harmful to minors; (g) promotes or endorses discrimination based on race, sex, religion, nationality, disability, sexual orientation or age; (h) constitutes unauthorized advertising or harassment (including but not limited to spamming), invades anyone's privacy or encourages conduct that would constitute a criminal offence, give rise to civil liability; (i) copies, reproduces, exploits or expropriates Mazree's various proprietary directories, databases and listings; (j) User knowingly involves any computer viruses or other destructive devices and codes that may have the effect of damaging, interfering with, intercepting or expropriating any software or hardware system, data or personal information; or (k) involves any scheme to undermine the integrity of the computer systems or networks used by Mazree and/or any user of the Service. No User shall attempt to gain unauthorized access to Mazree’s computer systems or networks other than what is allowed through use of the Service.
If your company profile on Mazree has more than one user associated with your account, you agree to pay the “Subscription Fee” as it becomes due plus all related taxes, and to reimburse Mazree for all collection costs and interest for any overdue amounts. Failure to pay may result in the termination of your subscription.
You also agree to Mazree storing your payment information. Depending on where you transact with us, the type of payment method used and where your payment method was issued, your transaction with us may be subject to foreign exchange fees or differences in prices, including because of exchange rates. Mazree does not support all payment methods, currencies or locations for payment. If the payment method you use with us, such as a credit card, reaches its expiration date and you do not edit your payment method information or reduce the number of users associated with your company profile to one, you authorize us to continue billing that payment method and you remain responsible for any uncollected amounts. All applicable taxes are calculated based on the billing information you provide us at the time of purchase. You may cancel your account or reduce the number of users associated with your company profile by going to your Company Settings page within Mazree. Additionally, if you require a printed invoice for your transaction with us, you may access it through your Company Settings under “Account Summary” or request one by contacting our Customer Support.
If requested, regardless of the reason, Mazree agrees to refund up to 1 month of Subscription Fee payments made to Mazree. Only one refund may be issued per company profile. To request a refund, please contact our Customer Support.
E. Legal Compliance.
User may not post or request a bid for any item that is restricted or prohibited by a federal, state or local law in any country or jurisdiction. Mazree functions as a global marketplace, thus the posting, bidding or selling of items may be prohibited due to laws outside of the jurisdiction where User resides. User is solely responsible for determining applicable laws and complying with all laws in all the jurisdictions in which it expects to do business. Additionally, certain categories of postings which may not be prohibited by law in all jurisdictions, have been deemed inappropriate for posting on the Site. These categories include but are not limited to (a) Items that encourage illegal activities; (b) Items that are racially, religiously or ethnically derogatory, or that promote hatred, violence, racial or religious intolerance; (c) giveaways, lotteries, raffles, or contests; (d) stocks, bonds, investment interests, and other securities; (e) pornographic materials or items that are sexual in nature; (f) Items that do not offer a product or service for sale, such as advertisements solely for the purpose of collecting user information. Mazree, in its sole and exclusive discretion, reserves the right to impose additional restrictions and prohibitions. Users under the age of 18 may not use the Service. All users must be employed by a company in good standing. Mazree reserves the right to remove Users who are not affiliated with companies currently in good standing, as determined solely by Mazree. Without limiting other remedies, Mazree may limit, suspend or terminate the Service and any user accounts, prohibit access to the Site and its content, services and tools, delay or remove hosted Content, and take all necessary technical and legal steps to keep users off the Service and the Site if Mazree reasonably believes that there has been a violation of this Agreement, or if User’s use of the Service or the Site is otherwise creating problems, possible legal liabilities, or acting inconsistently with the letter or spirit of this Agreement.
F. Site Usage.
The Site or any portion of the Site may not be reproduced, duplicated, copied, sold, resold, visited, or otherwise exploited for any commercial purpose without express written consent of Mazree. Users may not frame or utilize framing techniques to enclose any trademark, logo, or other proprietary information (including images, text, page layout, or form) of Mazree without express written consent. Users may not use any meta tags or any other "hidden text" utilizing Mazree's name or trademarks without the express written consent of Mazree. Users are granted a limited, revocable, and nonexclusive right to create a hyperlink to the home page of Mazree.com so long as the link does not portray Mazree, or its products or services in a false, misleading, derogatory, or otherwise offensive matter. Users may not use any Mazree logo or other proprietary graphic or trademark as part of the link without express written permission. User understands that each company that registers with the Site shall appoint one or more administrators within the company who shall be responsible for authorizing additional Users of the Site within the company and authorizing certain responsibilities for each of the company’s Users. Mazree shall in no event be responsible for whom each administrator appoints and Mazree shall not be responsible for reviewing and approving the authorized responsibilities of User. User agrees to coordinate with its respective company administrator as to each User’s authorized responsibilities.
G. Reservation of Rights.
Mazree reserves the right to make changes to the Site, its policies, and this Agreement at any time. If any of these conditions shall be deemed invalid, void, or for any reason unenforceable, that condition shall be deemed severable and shall not affect the validity and enforceability of any remaining condition.
H. Message Boards.
Mazree may provide to Users message boards on the Site to promote and encourage open, honest and respectful communication between Users. All Content, whether publicly posted or privately transmitted through a message board on the Site, shall be the sole responsibility and liability of the posting User. Mazree does not control the Content posted or transmitted through any message board on the Site, and does not guarantee the accuracy, integrity or quality of such posted or transmitted Content. Mazree does not pre-screen Content posted or transmitted through any message board on the Site. Mazree may, but is not obligated to, monitor the posting activities of Users and may in its sole discretion, edit, remove any Content and/or restrict a User’s ability to post Content through the message boards. User understands it may be exposed to Content on the message boards that is offensive, indecent or objectionable. User shall indemnify Mazree from any and all third party claims arising from any Content that User uploads, posts or e-mails on or through the message boards. Mazree may allow Users to provide reviews of other Users and their respective companies; provided, however, that prior to posting any such reviews on the Site, the User providing the review must certify that he has previously engaged with the User and/or Company that is being reviewed.
I. Electronic Communications.
When a User visits the Site or sends e-mail to Mazree, the user is communicating with Mazree electronically. By doing so, the User consents to receiving communications from Mazree electronically. Mazree will communicate with Users by e-mail or by posting notices on the Site. User agrees that all agreements, notices, disclosures and other communications that Mazree provides electronically satisfy any legal requirement that such communications be in writing.
Each User shall indemnify Mazree and hold Mazree harmless for all damages, losses and costs (including, but not limited to, reasonable attorneys’ fees and costs) related to all third party claims, charges, and investigations, caused by (1) User’s failure to comply with this Agreement, including, without limitation, User’s submission of content that violates third party rights or applicable laws, (2) any content User submits to the Services, and (3) any activity in which User engages on or through Mazree.
K. Notify Mazree Of Acts Contrary To The Agreement.
If a User believes that it is entitled or obligated to act contrary to this Agreement under any mandatory law, User agrees to provide Mazree with detailed and substantiated explanation of its reasons in writing at least 30 days before it acts contrary to this Agreement, to allow Mazree to assess whether Mazree may, at its sole discretion, provide an alternative remedy for the situation, though Mazree is under no obligation to do so.
L. Disclaimer. SOME COUNTRIES AND JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED TERMS IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO USER.
DO NOT RELY ON MAZREE, ANY INFORMATION THEREIN, OR ITS CONTINUATION. WE PROVIDE THE PLATFORM FOR MAZREE AND ALL INFORMATION AND SERVICES ON AN “AS IS” AND “AS AVAILABLE” BASIS. MAZREE DOES NOT CONTROL OR VET USER GENERATED CONTENT FOR ACCURACY. WE DO NOT PROVIDE ANY EXPRESS WARRANTIES OR REPRESENTATIONS.
TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, MAZREE DISCLAIMS ANY AND ALL IMPLIED WARRANTIES AND REPRESENTATIONS, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, ACCURACY OF DATA, AND NONINFRINGEMENT. IF USER IS DISSATISFIED OR HARMED BY MAZREE OR ANYTHING RELATED TO MAZREE, USER MAY CLOSE ITS MAZREE ACCOUNT AND TERMINATE THIS AGREEMENT IN ACCORDANCE WITH THIS AGREEMENT (“TERMINATION”) AND SUCH TERMINATION SHALL BE USER’S SOLE AND EXCLUSIVE REMEDY.
MAZREE IS NOT RESPONSIBLE, AND MAKES NO REPRESENTATIONS OR WARRANTIES FOR THE DELIVERY OF ANY MESSAGES (SUCH ASMESSAGES IN THE MESSAGE CENTER, POSTING OF ANSWERS OR TRANSMISSION OF ANY OTHER USER GENERATED CONTENT) SENT THROUGH MAZREE TO ANYONE. IN ADDITION, MAZREE NEITHER WARRANTS NOR REPRESENTS THAT USER’S USE OF THE SERVICE WILL NOT INFRINGE THE RIGHTS OF THIRD PARTIES. ANY MATERIAL, SERVICE, OR TECHNOLOGY DESCRIBED OR USED ON THE WEBSITE MAY BE SUBJECT TO INTELLECTUAL PROPERTY RIGHTS OWNED BY THIRD PARTIES WHO HAVE LICENSED SUCH MATERIAL, SERVICE, OR TECHNOLOGY TO MAZREE.
MAZREE DOES NOT HAVE ANY OBLIGATION TO VERIFY THE IDENTITY OF THE PERSONS USING ITS SERVICES, NOR DOES IT HAVE ANY OBLIGATION TO MONITOR THE USE OF ITS SERVICES BY OTHER USERS OF THE COMMUNITY; THEREFORE, MAZREE DISCLAIMS ALL LIABILITY FOR IDENTITY THEFT OR ANY OTHER MISUSE OF USER’S IDENTITY OR INFORMATION.
MAZREE DOES NOT GUARANTEE THAT THE SERVICES IT PROVIDES WILL FUNCTION WITHOUT INTERRUPTION OR ERRORS IN FUNCTIONING. IN PARTICULAR, THE OPERATION OF THE SERVICES MAY BE INTERRUPTED DUE TO MAINTENANCE, UPDATES, OR SYSTEM OR NETWORK FAILURES. MAZREE DISCLAIMS ALL LIABILITY FOR DAMAGES CAUSED BY ANY SUCH INTERRUPTION OR ERRORS IN FUNCTIONING. FURTHERMORE, MAZREE DISCLAIMS ALL LIABILITY FOR ANY MALFUNCTIONING, IMPOSSIBILITY OF ACCESS, OR POOR USE CONDITIONS OF THE MAZREE SITE DUE TO INAPPROPRIATE EQUIPMENT, DISTURBANCES RELATED TO INTERNET SERVICE PROVIDERS, TO THE SATURATION OF THE INTERNET NETWORK, AND FOR ANY OTHER REASON.
M. Limitation of Liability. SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY IN CONTRACTS WITH CONSUMERS AND AS A RESULT THE CONTENTS OF THIS SECTION MAY NOT APPLY TO USER.
Neither Mazree nor any of its subsidiaries, affiliated companies, employees, shareholders, or directors (“Mazree Affiliates”) shall be cumulatively liable for (a) any damages in excess of US $100, or (b) any special, incidental, indirect, punitive or consequential damages or loss of use, profit, revenue or data to User or any third person arising from User’s use of the Service, any platform applications or any of the content or other materials on, accessed through or downloaded from Mazree. This limitation of liability is part of the basis of the bargain between the parties and without it the terms and prices charged would be different. This limitation of liability shall:
A. Mutual Rights of Termination.
User may terminate this Agreement, for any or no reason, at any time, with notice to Mazree pursuant to this Agreement. This notice will be effective upon Mazree processing User’s notice. Mazree may terminate the Agreement and User’s account for any reason or no reason, at any time, with or without notice. This cancellation shall be effective immediately or as may be specified in the notice. Termination of User’s Mazree account includes disabling User’s access to Mazree and may also bar User from any future use of Mazree.
B. Misuse of the Services
Mazree may restrict, suspend or terminate the account of any User who abuses or misuses the Services. Misuse of the Services includes inviting other users with whom User does not know to connect; abusing the Mazree messaging services; creating false profiles; using the Services commercially without Mazree’s authorization, infringing any intellectual property rights, or any other behavior that Mazree, in its sole discretion, deems contrary to its purpose. Users may have separate accounts for each business User is affiliated with; provided, however, that each business affiliated with each User must be valid and legitimate as determined solely by Mazree. In addition, and without limiting the foregoing, Mazree has adopted a policy of terminating accounts of Users who, in Mazree’s sole discretion, are deemed to be repeat infringers under the United States Copyright Act.
C. Effect of Termination.
Upon the termination of User’s Mazree account, User loses access to the Services. The terms of this Agreement shall survive any termination.
4. Dispute Resolution.
A. Law and Forum For Legal Disputes.
This Agreement or any claim, cause of action or dispute (“claim”) arising out of or related to this Agreement shall be governed by the laws of the state of Utah regardless of User’s country of origin or where User accesses Mazree, and notwithstanding of any conflicts of law principles and the United Nations Convention for the International Sale of Goods. User and Mazree agree that all claims arising out of or related to this Agreement must be resolved exclusively by a state or federal court located in Salt Lake County, Utah, except as otherwise agreed by the parties or as described in the Arbitration Option paragraph below. User and Mazree agree to submit to the personal jurisdiction of the courts located within Salt Lake County, Utah for the purpose of litigating all such claims. Notwithstanding the above, User agrees that Mazree shall still be allowed to apply for injunctive remedies (or an equivalent type of urgent legal relief) in any jurisdiction.
B. Arbitration Option.
For any claim (excluding claims for injunctive or other equitable relief) where the total amount of the award sought is less than $10,000, the party requesting relief may elect to resolve the dispute in a cost effective manner through binding non-appearance-based arbitration. In the event a party elects arbitration, they shall initiate such arbitration through an established alternative dispute resolution (“ADR”) provider mutually agreed upon by the parties. The ADR provider and the parties must comply with the following rules: (a) the arbitration shall be conducted by telephone, online and/or be solely based on written submissions, the specific manner shall be chosen by the party initiating the arbitration; (b) the arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise mutually agreed by the parties; and (c) any judgment on the award rendered by the arbitrator shall be final and may be entered in any court of competent jurisdiction.
5. General Terms.
If any provision of this Agreement is found by a court of competent jurisdiction or arbitrator to be illegal, void, or unenforceable, the unenforceable provision will be modified so as to render it enforceable and effective to the maximum extent possible in order to effect the intention of the provision; and if a court or arbitrator finds the modified provision invalid, illegal, void or unenforceable, the validity, legality and enforceability of the remaining provisions of this Agreement will not be affected in any way.
C. Contact Us and Notices
Mazree may notify User via postings on www.Mazree.com. User may contact us at www.mazree.com/ContactUs, or via e-mail (email@example.com) or via mail or courier at:
ATTN: Customer Support
12543 Bear Park Place
Draper, UT 84020
Additionally, Mazree accepts service of process at this address. Any notices that User provides without compliance with this section on Notices shall have no legal effect.
D. Entire Agreement.
User agrees that this Agreement constitutes the entire, complete and exclusive agreement between you and us regarding the Services and supersedes all prior agreements and understandings, whether written or oral, or whether established by custom, practice, policy or precedent, with respect to the subject matter of this Agreement. User also may be subject to additional terms and conditions that may apply when User uses or purchases certain other Mazree services, third-party content or third party software.
E. Amendments to this Agreement.
Mazree reserves the right to modify, supplement or replace the terms of the Agreement, effective upon posting at www.Mazree.com. If User does not want to agree to changes to the Agreement, User can terminate this Agreement at any time pursuant to the terms above.
F. No Informal Waivers, Agreements or Representations.
Mazree’s failure to act with respect to a breach of this Agreement by User or others does not waive Mazree’s right to act with respect to that breach or subsequent similar or other breaches. Except as expressly and specifically contemplated by the Agreement, no representations, statements, consents, waivers or other acts or omissions by any Mazree Affiliate shall be deemed legally binding on any Mazree Affiliate, unless documented in a physical writing hand signed by a duly appointed officer of Mazree.
G. No Injunctive Relief.
In no event shall User seek or be entitled to rescission, injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Services or any content or other material used or displayed through the Services.
H. Assignment and Delegation.
User may not assign or delegate any rights or obligations under this Agreement. Any purported assignment and delegation shall be ineffective. Mazree may freely assign or delegate all rights and obligations under the Agreement, fully or partially without notice to User. Mazree may also substitute, by way of unilateral novation, effective upon notice to User, Mazree for any third party that assumes Mazree’s rights and obligations under this Agreement.
I. Potential Other Rights and Obligations.
User may have rights or obligations under local law other than those enumerated here if User is located outside the United States.
J. Bid Requests.
If User is accessing and using the Mazree service known as “Bid Requests”, the following supplemental terms shall also apply: Mazree is offering the Bid Requests forum to its Users as an alternative to a more formal Request for Proposal (RFP) process. It is the responsibility of each User that uses Bid Requests to negotiate final terms of any such proposals offered on Bid Requests. Mazree shall in no way be responsible for the accuracy of any information posted by Users on Bid Requests and Mazree shall not be liable for any damages or costs of any kind in the event Users of Bid Requests are unable to negotiate final terms of any proposal offered on Bid Requests.