Effective March 1, 2015 © Meural Inc.
The web sites and services covered by this Policy
Our policies concerning children
What personal information we collect from you
What non-personal information we collect from you
Information on "cookies" and related technology
How we use and share the information that we collect from you
How you may access or change the information you have provided to us
Other important agreements that govern your use of our sites and services
Information for persons outside the United States
Our commitment to secure the personal information we have collected
Notice of changes to the Policy
If you have any questions, complaints, or comments regarding this Policy, please contact Meural at firstname.lastname@example.org.
The web sites and services covered by this Policy
We currently operate the following web sites (the "Site" or "Sites") www.meural.com, and others collectively (“Services”):
From time to time, we may add new Services that may not be listed above, but they will provide a link to this Policy and will be governed by its terms.
Our policies concerning children
Meural complies with the Children's Online Privacy Protection Act and all other applicable laws and regulations concerning children and the Internet.
Children under the age of 13
If you are under the age of 13, you may not create an account on the Site. You may not sign up for any subscription service or buy anything through our Services.
Meural will not knowingly collect, maintain, or disclose any personal information from children under the age of 13.
Youth between the ages of 13 and 18
If you are between the ages of 13 and 18, please have your parent or guardian read this Policy and get his or her permission before you give us any of your personal identifiable information, before you use any of our message board or chat features, before you sign up for any Services, and before you buy anything from the Sites. Do not post your real name on a web site or message board, and never tell anyone online anything private about yourself or your family, including your phone number and address. Use screen names at all times. Some areas of the Services may have special rules for children under the age of 18. When you are in those areas, you must follow those rules.
Information for Parents/Guardians
Meural encourages parents and guardians to spend time online with their children to become familiar with the types of content available on the Internet. Parents and guardians should regularly oversee their children's use of e-mail and other online communications and transactional features. Control tools are available from online services and software manufacturers that can help provide a safe online environment for kids. We encourage parents to familiarize themselves with those tools and use them to customize the web experience of their children to their own parental standards.
If you are a parent or guardian who has discovered that your child has submitted his or her personal information without your permission or consent, Meural will take reasonable steps to remove that information from the Meural database at your request. To request removal of your child's information, please send an e-mail to us at email@example.com and be sure to include your contact information in your message.
What personal information we collect from you
We do not collect any personal information from you, unless you provide it to us in one of the ways discussed in this Policy. You may provide us this information directly through our Services. If you decide to provide us your personal information (e.g., name, email address, and mailing address), we will collect only the personal information which is needed to fulfill your requests and our legitimate business objectives. If you have an account with our Site, your username will be your email address. If you refuse to divulge your personal information when requested, you may not be able to access certain areas as part of the Services (such as chat rooms and message boards).
We may also collect information from you related to your performance or use of our Services. As an example, we may share information about your performance, including statistics, scores, or similar accomplishments on a “leader board” or other similar posting comparing your performance to other user’s of our Services.
Memberships and Registration
In order for you to register for our Services, we may require you to provide us with information such as a name, email address, state and country of residence, zip/postal code, birth date and gender. Some areas of the Services may allow you to visit as a guest and remain anonymous, but you may not be able to access all the content and features of those areas without registering (in order to participate in our Site, additional information, such as your real name and billing information, may be required). You may be asked to choose a user or member name and password. Please do not use your real name or the real name of another person when selecting a user name.
Please note that your user name will be available to the Internet's general public while you participate in some Services, like our Site, chat rooms or message boards, so you should exercise discretion when using these Services. Personal information disclosed by you within our chat areas, instant message service, or message boards, can be collected by other users of such Services and may result in unsolicited messages. We are not responsible for protecting such information that you may disclose to third parties through our Services (e.g. sending your telephone number to another user through the chat service). To the extent that you create a public profile that may be available to others on our Services, you are solely responsible for its content and accuracy at all times. To edit, change, or delete such information, follow the instructions provided on our Services.
As part of your participation in the Services, we may send you email. You must have a an account and have given us your email address in order to receive emails from us. You may be asked for additional personal information when you ask to receive email. You can opt out of receiving future emailing from us by following the directions contained in the email to "unsubscribe."
What non-personal information we collect from you
General, aggregated, demographic, and non-personal information may be collected by Meural . It will not be linked to any of your personal information, through cookies or other means, without your consent. This type of anonymous, aggregated profiling and session data may include information that you have provided to us through surveys, polls, etc., but will not be tied to any personal information, without your consent. It may also include aggregated anonymous information about Site usage and the customer base.
As part of the registration process for some Services, you may be asked to provide information that does not personally identify you. For example, you may be asked to provide information concerning your entertainment preferences, purchasing habits, and the like. This information is generally optional. This preference information may be tied to personal information. Meural requests this information to understand you better and to also bring to your attention new services, programs, or offers that may be of interest to you.
Information on cookies and related technology
Meural Services and advertisements on such sites, may contain "cookies."
A cookie is a piece of data that is sent to your browser, which will store the cookie on your computer if your browser is enabled to accept cookies.
Internet browsers will allow you to erase cookies from your computer hard drive, block acceptance of cookies, or receive a warning before a cookie is stored. You should refer to your browser instructions or "Help" screen to learn more about how to manage cookies. Please note, however, that if you block cookies, some portions of the Meural Services may not function properly.
How we use and share the information that we collect from you
Personal information which we collect for a particular purpose will be saved and used for that purpose, unless you have agreed to allow us to use it for some other purpose, as described in this Policy. Except as discussed in this policy, we will not sell, rent, or otherwise use your personal information for a commercial purpose unless approved by you.
When you have provided personal information to us for a particular purpose, we may disclose your information to other companies that we have engaged to assist us in fulfilling your request. This may include, but is not limited to, fulfillment houses, billing services, transaction managers, credit verification services, and other third party service providers. We may also disclose any of your personal information to law enforcement or other appropriate third parties in connection with criminal investigations, investigation of fraud, infringement of intellectual property rights, or other suspected illegal activities, or as otherwise may be required by applicable law, or, as we deem necessary in our sole discretion, in order to protect the legitimate legal and business interests of Meural.
We may use the information we collect from you for the purpose of providing you with technical support, customer service, and account maintenance. We use the information we collect to learn what you like, tailor your experience accordingly, and to improve web sites and our other products. We will sometimes send promotional or community e-mail to our members and to the general public who want to receive e-mail from us. However, if you want to stop receiving e-mail from us, you can "opt out" of receiving it by following the unsubscribe instructions listed in each e-mail.
So, long as you give your consent, we may also share your personal information with certain marketing partners to bring you products and services you may be interested in. In addition, we sometimes share general, demographic, or aggregated (not personal) information with third parties about our user base, but that information does not include any personal information.
You will be deemed to have consented to the disclosure to, and use by, a subsequent owner or operator of the Sites, of any personal information contained in the Meural database for such site, if Meural assigns all of its rights and obligations regarding the use of your personal information at the time of a bankruptcy, merger, acquisition, sale of all or substantially all of Meural’s assets to a subsequent owner or operator, or similar event.
Meural Inc. Corporate Address
Meural Inc. is a Delaware Corporation. For Corporate and urgent matters it is reachable at the following address:
902 Broadway, 6th Floor
New York, NY 10010
Corporate Number: 516.353.2249
How you may access or change the information you have provided to us
If you would like to modify any personal information you have provided to us, or have us no longer use this information, please follow the instructions associated with the Services. If you have any questions or would like to access or change your information via email, please contact us at firstname.lastname@example.org.
Other important agreements that govern your use of our sites and Services
In addition to this Policy, your rights and obligations concerning our Services are governed by the applicable web site terms of service, the applicable Site's end user license agreement, and other applicable policies, guidelines, and requirements including those associated with third-party websites necessary to participate in our Services. When you sign up to use our Services, please review each such agreement carefully, as you must agree to be bound by each such agreement before you may use the service.
Information for persons outside the United States
By consenting to this Policy, you confirm that your command and knowledge of English is sufficient to understand the terms and conditions set forth herein.
For persons in European Union countries, as used herein, terms such as "personal information" refer to "personal data" as defined by the Directive 95/46/EC of the European Parliament and of the Council of 24 October 1995 on the protection of individuals with regard to the processing of personal data and on the free movement of such data ("Directive"). We will not collect any personal data from you unless you provide it under the terms of this Policy. By using Meural Services, you agree that we may transfer your personal information outside the European Union in connection with the purposes stated in this Policy. Your personal data will be transferred to the United States (and/or other non-EU jurisdictions, as applicable).
Our commitment to secure the personal information we have collected
While Meural takes precautions against possible breaches in its web sites and customer databases, no web site or Internet transmission is completely secure. Consequently, Meural cannot guarantee that unauthorized access, hacking, data loss, or other breaches will never occur. Your use of the Meural sites and Services is at your own risk. Meural urges you to take steps to keep your personal information safe by memorizing your password or keeping it in a safe place (separate from your account information), logging out of your user account, and closing your web browser whenever you finish your session or leave your computer in a public area.
Meural employs a security technology known as a secure-socket-layer ("SSL") to protect the transmission of critical account information, such as credit card transmissions, through the Services. Unless otherwise specified, credit card numbers are used only for payment processing and are not retained for marketing purposes.
Notice of changes to the Policy
Meural reserves the right to change this Policy at any time by notifying registered users via e-mail of the existence of a new Policy and/or posting the new Policy on the associated Services. All changes to the Policy will be effective when posted, and your continued use of any Meural Services after the posting will constitute your acceptance of, and agreement to be bound by, those changes.
Thank you for reading! Meural Inc. (“Meural”) sells an internet-connect digital canvas system, a combination of simple hardware and easy-to-use cloud, mobile, and device software. The result: your Meural devices (each a “Meural Device”) work to display beautiful artwork, photography, and other content.
PLEASE READ THIS MASTER TERMS OF SERVICE (“TERMS OF SERVICE”) CAREFULLY. BY ACCESSING OR USING WWW.MEURAL.COM OR ANY OTHER WEBSITES OF MEURAL, ITS AFFILIATES OR AGENTS (COLLECTIVELY, THE “SITE”) IN ANY WAY, INCLUDING PLACING YOUR PRE-ORDER AND/OR BROWSING THE SITE, YOU REPRESENT THAT (1) YOU HAVE READ, UNDERSTAND, AND AGREE TO BE BOUND BY THESE TERMS OF SERVICE, (2) YOU ARE OF LEGAL AGE TO FORM A BINDING CONTRACT WITH MEURAL, AND (3) YOU HAVE THE AUTHORITY TO ENTER INTO THE TERMS OF SERVICE PERSONALLY OR ON BEHALF OF THE COMPANY YOU HAVE NAMED AS THE USER, AND TO BIND THAT COMPANY TO THE TERMS OF SERVICE. THE TERM “YOU” REFERS TO THE INDIVIDUAL OR LEGAL ENTITY, AS APPLICABLE, THAT VISITED THE SITE OR THAT PLACED THE PRE-ORDER. IF YOU DO NOT AGREE TO BE BOUND BY THE TERMS OF SERVICE, YOU MAY NOT ACCESS OR USE THE SITE.
THE TERMS OF SERVICE INCLUDE A CLASS ACTION WAIVER AND A WAIVER OF JURY TRIALS, AND REQUIRE BINDING ARBITRATION ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES.
THE TERMS OF SERVICE LIMIT THE REMEDIES THAT MAY BE AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.
USE OF THE SITE.
You are solely responsible for the use of the Site. By using the Site, you acknowledge that your use of the Site is solely at your own risk. Your use of the Site is subject to these Terms of Service and any additional terms provided by Meural (“Additional Terms”) (collectively, the “Terms”).
In addition to these Terms, the following Additional Terms apply to your use of the Site or Meural Device. By using the Site or placing your pre-order for the Meural Device, you agree to be bound by these Additional Terms, as applicable, which are incorporated herein by reference:
EULA, which governs your use of software applications you may obtain from Meural;
Any warranties or additional purchasing terms that Meural includes with your Meural Device; and
Any additional terms or conditions Meural may supply from time to time.
In the event of a conflict between the terms and conditions in this document and the terms in any of the above Additional Terms, these terms and conditions in this document will control.
PRE-ORDERING MEURAL DEVICES.
Pre-Ordering. By pre-ordering an Meural Device you acknowledge and agree that you are contributing (i.e., making a donation) to a work in progress and not making a direct purchase. In return for your contribution, you will be rewarded the number of Meural Devices you pre-ordered. The required contribution for each Meural Device is listed on the Site. When you pre-order a Meural Device, you agree to pay any amounts and fees Meural may charge you for the Meural Device. Before you are required to make any payment, you will have an opportunity to review and accept the amount that you will be charged to you. All payments are in U.S. Dollars. Meural will charge the payment method you specify at the time of your contribution. You hereby authorize us to charge all sums described herein to such payment method. If you make any applicable payment with a credit card, Meural may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. Meural may change the required contribution amount for the Meural Devices from time to time by posting the changes on the Site.
Promotional Codes. We may, from time to time, offer promotional codes for purchasing Meural Device(s) (a “Promotional Code”). You may only use a Promotional Code once, and only one Promotional Code may be used per order. If for any reason we suspect a fraudulent use of a Promotional Code, we reserve the right, in our sole discretion, to cancel your pre-order. Promotional Codes sent to individuals are valid for the intended recipient only. Promotional Codes are not valid for pre-orders placed prior to receipt of, or without reference to, the Promotional Code and cannot be redeemed for cash or combined with other offers or credits. Promotional Codes are not valid for resale.
Fulfillment. You agree that Meural may cancel or refund your contribution at any time prior to the date on which we ship the Meural Device(s) and for any reason, and if Meural does so, Meural is not required to fulfill the reward.
Refunds. If you cancel your pre-order any time prior to the time we ship the Meural Device(s) as your reward, we will refund to you the amounts that you paid. After the Meural Device(s) have shipped, Meural has no obligation to provide refunds or credits, but may grant them in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by Meural, in each case in Meural's sole discretion.
Taxes. Meural’s fees are net of any applicable Sales Tax. If the Meural Device(s) are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to us, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority and you will indemnify Meural for any liability or expense we may incur in connection with such Sales Tax. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Meural is permitted to pass to its customers that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
THIRD PARTY CONTENT.
General. Meural may contain or display through the Site various materials and content from third parties (“Third Party Materials”). The display on or through the Site of such Third Party Materials does not in any way imply, suggest, or constitute any sponsorship, endorsement, or approval by Meural of any third party or any affiliation between any such third party and Meural. Furthermore, in using and accessing the Site, you agree that Meural is in no way responsible for the accuracy, timeliness, or completeness of Third Party Materials. Meural’s display of specific Third Party Materials does not suggest a recommendation by Meural of the third party or any products, services, websites or plans offered. Your interaction with any third party (whether online or offline) is at your own risk, and Meural will have no liability with respect to the acts, omissions, errors, representations, warranties, breaches or negligence of any such third party or for any personal injuries, death, property damage, or other damages or expenses resulting from your interactions with the third party.
Third Party Links and References. The Site may contain references or links to third-party materials and websites not controlled by Meural. Meural provides such information and links as a convenience to you and such links and references should not be considered endorsements or recommendations of such sites or any content, products or information offered on such sites. You acknowledge and agree that Meural is not responsible for any aspect of the information or content contained in any third party materials or on any third party sites accessible or linked from the Site.
Subject to these Terms, Meural grants you a limited, non-exclusive, non-transferable, term-limited, non-sublicensable, revocable license to use any software that is provided by Meural that is pre- installed on, embedded in or incorporated into the Meural Device (“Embedded Software”) solely in connection with your use of the Meural Device.
Meural does not allow use of the Site for any illegal, abusive purposes, or in any manner that interferes with or interrupts the proper functioning of the Site, including but not limited to, through the use of any bot, crawler, spider, or other automated process. If you violate any provision of these Terms, your permission to use the Site will terminate automatically. Additionally, Meural, in its sole discretion may suspend or terminate your access to the Site at any time, with or without notice. We also reserve the right to modify or discontinue the Site at any time (including, without limitation, by limiting or discontinuing certain features of the Site) without notice to you. We will have no liability whatsoever on account of any change to the Site or any suspension or termination of your access to or use of the Site.
SITE AND MEURAL DEVICE RESTRICTIONS.
You agree that you will not do, or attempt to do, any of the following:
Reproduce, duplicate, copy, sell, trade, resell, distribute or exploit any part of the Site, use the Site, access the Site, or use content obtained through the Site other than in accordance with all applicable Terms;
Access or use the Site for any comparative or competitive research purposes;
Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the Site or Meural Device, or features that enforce limitations on the use of the Site, Meural Device, or any content therein;
Use any manual or automated means to extract and/or compile content from the Site for any commercial purpose or otherwise;
Interfere with or disrupt the Site, networks or servers connected to the Site, or violate the regulations, policies or procedures of such networks or servers;
Undertake, cause, permit or authorize the modification, creation of derivative works, translation, reverse engineering, decompiling, disassembling or hacking of all or part of the Site or any other part thereof, except and solely to the extent permitted by law, or otherwise attempt to use or access the Site other than as intended; or
Use the Site in any manner whatsoever that could lead to a violation of any federal, state or local laws, rules or regulations.
RESERVATION OF RIGHTS.
The Site is owned and operated by Meural. The software, content, visual interfaces, interactive features, information, trademarks, logos, graphics, design, compilation, computer code, products, software, services, content, and all other elements of the Site (“Meural Materials”), are protected by copyright, trade dress, patent, and trademark laws of the United States and other jurisdictions, international conventions, and all other relevant intellectual property and proprietary rights, and applicable laws. All Meural Materials, including intellectual property rights therein and thereto, are the property of Meural or its subsidiaries or affiliated companies and/or third-party licensors. You may not sell, license, distribute, copy, modify, publicly perform or display, transmit, publish, edit, adapt, create derivative works from, or otherwise make unauthorized use of the Meural Materials. Meural reserves all rights not expressly granted in these Terms. You shall not acquire any right, title or interest to the Meural Materials, whether by implication, estoppel, or otherwise, except for the limited rights set forth in these Terms.
You may not use the Site for any purpose or in any manner that violates the rights of any third party. We respect the intellectual property rights of others and prohibit users from uploading and posting materials that infringes another party’s intellectual property rights. If you believe that your material has been copied in a way that constitutes copyright infringement, please provide our copyright agent the following written information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed upon; (iii) a description of where the material that you claim is infringing is located on the Site; (iv) your address, telephone number, and e-mail address; (v) 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; and (vi) 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 of authorized to act on the copyright owner’s behalf. Our copyright agent for notice of claims of copyright infringement on the Site can be reached as follows:
Copyright Agent: email@example.com
It is often difficult to determine if your intellectual property rights have been violated or if the Digital Millennium Copyright Act (DMCA) requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove or disable access to the allegedly infringing material pending resolution of the matter. We will terminate the accounts of users that we determine are repeat infringers.
Please note that under Section 512(f) of the Copyright Act any person who makes false claims that material or an activity is infringing may be subject to liability for damages.
TERM AND TERMINATION.
These Terms will remain in effect until terminated. These Terms, and your rights and licenses hereunder, will terminate immediately upon your breach of the Terms. Meural may terminate these Terms, or limit or terminate your access to the Site at any time for any reason or no reason at all. Sections 2, 3 and 7-16 shall survive the termination of this Terms of Service for any reason, along with any provisions of the Additional Terms that expressly by their terms survive.
Meural reserves the right, in its sole discretion, to add, remove, or modify features of the Site at any time for any reason without liability to you. Meural may change, modify, add, or remove portions of these Terms at any time by making such modified terms available to you on the Site. If Meural materially modifies these Terms, it will make reasonable efforts to notify you of the change. For example, we may send a message to your email address, if we have one on file, after such material changes are made. Any changes to the Terms will be effective immediately for new users and will be effective thirty (30) days after posting notice of such changes on the Site for existing users. Meural may require you to provide consent to the updated Terms in a specified manner before further use of the Site is permitted. If you do not agree to any change(s) after receiving a notice of such change(s), you shall stop using the Site. Otherwise, your continued use of the Site constitutes your acceptance of such change(s). PLEASE REGULARLY CHECK THE SITE TO VIEW THE THEN-CURRENT TERMS.
You agree that you will be responsible for your use of the Site, and you agree to defend, indemnify, and hold harmless Meural and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (collectively, the “Meural Entities”) from and against any and all claims, liabilities, damages, losses, and expenses, including reasonable attorneys’ fees and costs, arising out of or in any way connected with (i) your access to, use of, or alleged use of the Site at any time; (ii) your violation of these Terms or any representation, warranty, or agreements referenced herein, or any applicable law or regulation; (iii) your violation of any third-party right, including without limitation any intellectual property right, publicity, confidentiality, property or privacy right; or (iv) any disputes or issues between you and any third party. Meural reserves the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (and without limiting your indemnification obligations with respect to such matter), and in such case, you agree to cooperate with Meural’s defense of such claim.
THE SITE, AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS”, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE MEURAL ENTITIES SPECIFICALLY (BUT WITHOUT LIMITATION) DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING BUT NOT LIMITED TO (i) ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (ii) ANY WARRANTIES ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE MEURAL ENTITIES DO NOT WARRANT THAT THE SITE OR ANY PART THEREOF, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THE FOREGOING WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR ANY MATERIALS OR CONTENT AVAILABLE ON OR THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING THE MEURAL ENTITIES, OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU UNDERSTAND AND AGREE THAT YOUR USE OF THE SITE, AND ANY MATERIALS OR CONTENT THROUGH THE SITE AND ANY ASSOCIATED SITES OR SERVICES IS AT YOUR OWN DISCRETION AND RISK.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION.
LIMITATION OF LIABILITY.
IN NO EVENT WILL THE MEURAL ENTITIES BE LIABLE TO YOU FOR ANY LOSS OF PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES OR INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITEOR ANY MATERIALS OR CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE OR ANY OTHER LEGAL THEORY, WHETHER OR NOT THE MEURAL ENTITIES HAVE BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE.
YOU AGREE THAT THE AGGREGATE LIABILITY OF THE MEURAL ENTITIES TO YOU FOR ANY AND ALL CLAIMS ARISING OUT OF RELATING TO THE USE OF OR ANY INABILITY TO USE THE SITE (INCLUDING ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE) OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO THE GREATER OF (i) THE AMOUNTS YOU HAVE PAID TO MEURAL IN THE 12 MONTHS PRIOR TO THE CLAIM OR (ii) $5.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS TO ALLOCATE THE RISKS UNDER THESE TERMS BETWEEN THE PARTIES. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. YOU ACKNOWLEDGE AND AGREE THAT MEURAL HAS OFFERED ITS SITE, SET ITS PRICES, AND ENTERED INTO THIS AGREEMENT IN RELIANCE UPON THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN, THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND MEURAL, AND THAT THE WARRANTY DISCLAIMERS AND THE LIMITATIONS OF LIABILITY SET FORTH HEREIN FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN YOU AND MEURAL.
EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Applicability of Arbitration Agreement. All claims and disputes (excluding claims for injunctive or other equitable relief as set forth below) in connection with the Terms or the use of any product or service provided by Meural, including the Meural Device, that cannot be resolved informally or in small claims court shall be resolved by binding arbitration on an individual basis under the terms of this Arbitration Agreement. Unless otherwise agreed, all arbitration proceedings will be held in English. This Arbitration Agreement applies to you and Meural, and to any subsidiaries, affiliates, agents, employees, predecessors in interest, successors, and assigns, as well as all authorized or unauthorized users or beneficiaries of services or goods provided under the Terms.
Notice Requirement and Informal Dispute Resolution. Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Meural should be sent to: Meural Inc., 902 Broadway, 6th Floor, New York, NY 10010. After the Notice is received, you and Meural may attempt to resolve the claim or dispute informally. If you and Meural do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1- 800-778-7879. The arbitration shall be conducted by a single, neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Meural made to you prior to the initiation of arbitration, Meural will pay you the greater of the award or One Thousand U.S. Dollars (US $1,000.00). Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR
Additional Rules for Non-Appearance Based Arbitration. If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
Time Limits. If you or Meural pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Meural, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Meural.
Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration under this Arbitration Agreement. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and Meural in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND MEURAL WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions. ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS ARBITRATION AGREEMENT MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE CUSTOMER OR USER CANNOT BE ARBITRATED OR LITIGATED JOINLY OR CONSOLIDATED WITH THOSE OF ANY OTHER CUSTOMER OR USER.
Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
Severability. If any part or parts of this Arbitration Agreement are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of the Agreement shall continue in full force and effect.
Right to Waive. Any or all of the rights and limitations set forth in this Arbitration Agreement may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Arbitration Agreement.
Survival of Agreement. This Arbitration Agreement will survive the termination of your relationship with Meural.
Small Claims Court. Notwithstanding the foregoing, either you or Meural may bring an individual action in small claims court.
Emergency Equitable Relief. Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Arbitration Agreement.
Claims Not Subject to Arbitration. Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of the other party’s patent, copyright, trademark or trade secrets shall not be subject to this Arbitration Agreement.
Courts. In any circumstances where the foregoing Arbitration Agreement permits the parties to litigate in court, the parties hereby agree to submit to the personal jurisdiction of the courts located within New York County, New York and federal courts located in New York for such purpose.
Governing Law. These Terms, whether interpreted in a court of law or in arbitration, shall be governed by the laws of the State of New York as they apply to agreements entered into and to be performed entirely within New York by New York residents, and without regard to conflict of law principles or the United Nations Convention for the International Sale of Goods.
Entire Agreement. These Terms (including the various additional terms incorporated herein by reference) constitute the entire agreement between you and New York, and supersedes any and all prior agreements, negotiations, or other communications between you and New York, whether oral or written, with respect to the subject matter hereof, and, except as expressly provided herein, cannot be modified except in writing signed by both parties.
Severability. In the event that any provision of these Terms is held to be invalid or unenforceable, then: (a) such provision shall be deemed reformed to the extent strictly necessary to render such provision valid and enforceable, or if not capable of such reformation shall be deemed severed from these Terms; and (b) the validity and enforceability of all of the other provisions hereof, shall in no way be affected or impaired thereby.
Compliance with Laws. You agree to abide by all applicable laws in your use of the Site and Meural Device, including export control laws and similar regulations governing the transfer of software and other technology outside of the United States or other jurisdictions.
Assignment. You may not assign these Terms without the prior written consent of Meural, whether expressly or by operation of law, including in connection with a merger or change of control, and any such attempted assignment shall be void and of no effect. Meural may assign these Terms without restriction. Subject to the foregoing, these Terms shall be binding on the parties and their respective successors and permitted assigns.
Force Majeure. You acknowledge and understand that if Meural is unable to provide the Site or Meural Device as a result of a force majeure event Meural will not be in breach of these Terms. A force majeure event means any event beyond the control of Meural.
Waiver. The failure to exercise, or delay in exercising, a right, power or remedy provided in these Terms or by law shall not constitute a waiver of that right, power or remedy. Meural’s waiver of any obligation or breach of these Terms shall not operate as a waiver of any other obligation or subsequent breach of these Terms.
Export. You may not use, export, import, or transfer the Meural Device, or any services accessible via the Site except as authorized by U.S. law, the laws of the jurisdiction in which you obtained access to the Site or are using the Meural Device, and any other applicable laws. In particular, but without limitation, the Meural Device and services accessible via the Site may not be exported or re-exported (a) into any United States embargoed countries, or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using services accessible via the Site or ordering the Meural Device, you represent and warrant that (i) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
QUESTIONS, COMPLAINTS, AND CLAIMS.
If you have any questions, complaints or claims, please contact us at firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.