THE FOLLOWING USE AGREEMENT (the “Agreement”) governs your use of the Moniver.com Website (the “Website”). It is vitally important that you read the Agreement carefully as your use of the Website will constitute your agreement to be legally bound by the terms and conditions set out in the Agreement. The Agreement also governs your use of the services and goods provided through or in connection with the Website (collectively, the “Service”). Each time you use the Service, you acknowledge that you have read the Agreement and agree to be legally bound by it. If you do not agree to be bound by the Agreement, you may not use the Service.
1. The Nature of Moniver.com. The Website acts solely as an online marketplace for you to find and transact with other users, Members, consumers or sellers (the “Users”) business transactions related to the products or services displayed on the Service or otherwise associated with the Service.
Moniver.com is not responsible and you agree that Moniver.com will bear no liability for any products, services, information or other materials displayed, purchased, or obtained by you from the Website. Moniver.com does not endorse, warrant or guarantee the products or services of any user of the Website or the Service.
Moniver.com is not liable for any delays, inaccuracies, errors or omissions with respect to the information posted on the Website or submitted to the Website or the transmission or delivery of all or any part thereof, for any damage arising therefrom or occasioned thereby, or for the results obtained from the use of the information. You assume the entire risk as to the accuracy, adequacy, completeness, currency, validity and quality of any information.
Any information on the Website is subject to change without notice.
2. LINKS. Moniver.com and Affiliates may provide links to external websites or resources for your convenience and reference only. Moniver.com and Affiliates do not endorse and are not responsible for the availability of these external websites or resources or for any content, advertising, products, or other materials on or available from such external websites or resources. Your use of and dealings with the owners or operators of these external websites or resources are at your own risk. You cannot make any claim against Moniver.com, its Affiliates or its service providers arising out of your use of external websites or resources.
3. OWNERSHIP. All of the material included on the Website, including but not limited to trademarks, text, graphics, logos and service marks (collectively, the “Content”), is the property of Moniver.com and other parties. U.S. and international copyright laws protects all Content available on the Website. Your use of the Service and the Content does not transfer to you any ownership or other rights in the Service or the Content. You may download Content displayed on the Website for your personal, noncommercial use only, provided you also retain all copyright and other proprietary notices contained on the Content. You may not modify, copy, distribute, transmit, display, publish, sell, license, or create derivative works using any of the Content for commercial or public purposes.
4. ACCEPTABLE USE OF THE WEBSITE. Your use of the Service must be lawful and consistent with the security and reliability of the Service and the World Wide Web. In addition, the following rules apply to your use of the Service:
5. PROHIBITED CONDUCT. You must not: (a) use the Service for any illegal purpose or for the transmission of any material that is unlawful, harassing, libelous, invasive of another’s privacy, abusive, threatening, harmful, vulgar, obscene, tortious, or otherwise objectionable, or that infringes or may infringe the intellectual property or other rights of another, including the sale of pornography, firearms and ammunition, living creatures and parts of endangered species, stocks and other securities, drugs and drug paraphernalia, human body parts and remains; (b) directly or indirectly interfere or attempt to interfere with the proper working of the Website, any account, or any communication or transaction being conducted on our Website; (c) use any robot, spider, other automatic device, or manual process to monitor or copy our web pages or the Content without our prior expressed written permission; (d) take any action which imposes an unreasonable or disproportionately large load on our infrastructure, (e) use or disclose (to anyone except Moniver.com) any information you obtain about or from other users of the Service, or you obtain from Moniver.com if such information is marked confidential, for any purpose except fulfillment of orders initiated by the Users or negotiating prices with the Users, (f) conduct fraud, hide or attempt to hide your identity, represent yourself as someone else, or manipulate or attempt to manipulate prices, compromise or attempt to compromise the security of any account, interfere or attempt to interfere with the proper working of the Service, or (g) send any unsolicited e-mail or advertising to any known User.
8. LIMITATION OF LIABILITY. Moniver.com AND ITS SERVICE PROVIDERS SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES RESULTING FROM THE USE OR THE INABILITY TO USE THE SERVICE OR FOR COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SERVICE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLE, EVEN IF Moniver.com OR ITS SERVICE PROVIDERS HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU. IN NO EVENT WILL Moniver.com AND ITS SERVICE PROVIDERS EVER BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES, AND COSTS, WHETHER IN CONTRACT, TORT OR UNDER OTHER FAULT OR WRONGDOING BY Moniver.com OR ITS SERVICE PROVIDERS OR ANY PERSON FOR WHOM EITHER Moniver.com OR ITS SERVICE PROVIDERS ARE RESPONSIBLE, IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO Moniver.com FOR THE USE OF THE SERVICE WHICH IS THE SUBJECT OF THE CLAIM.
9. INDEMNIFICATION. You agree to indemnify and hold Moniver.com, its subsidiaries, affiliates, officers and employees, and service providers harmless from any claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your use of the Service, the violation of this Agreement by you, or the infringement by you, or other user of the Service using your computer, of any intellectual property or other right of any person or entity. Even though prohibited, people may provide information that is offensive, false, harmful, or deceptive. Moniver.com and its Service providers assume no responsibility whatsoever for such content or actions.
10. RELEASE. YOU HEREBY RELEASE, REMISE AND FOREVER DISCHARGE Moniver.com AND ITS SERVICE PROVIDERS AND EACH OF THEIR RESPECTIVE AGENTS, DIRECTORS, OFFICERS, EMPLOYEES, INFORMATION PROVIDERS, SERVICE PROVIDERS, SUPPLIERS, LICENSORS AND LICENSEES, AND ALL OTHER RELATED, ASSOCIATED, OR CONNECTED PERSONS FROM ANY AND ALL MANNER OF RIGHTS, CLAIMS, COMPLAINTS, DEMANDS, CAUSES OF ACTION, PROCEEDINGS, LIABILITIES, OBLIGATIONS, LEGAL FEES, COSTS, AND DISBURSEMENTS OF ANY NATURE AND KIND WHATSOEVER AND HOWSOEVER ARISING, WHETHER KNOWN OR UNKNOWN, WHICH NOW OR HEREAFTER EXIST, WHICH ARISE FROM, RELATE TO, OR ARE CONNECTED WITH YOUR USE OF THE SERVICE.
11. TERMINATION. If you breach any provision of this Agreement, you may no longer use the Service. Moniver.com may, in its sole discretion, change, suspend, or terminate, temporarily or permanently, the Service or any part of it at any time, for any reason, without notice to you and without liability to you or any other person. If Moniver.com terminates this Agreement for any reason, it continues to apply and bind you with respect of your prior use of the Service, including payment of any charges accrued in connection with use of the Service. Upon termination, Moniver.com may remove from the Website and permanently delete and destroy any Content that you or others may have posted or submitted without any prior notice or liability to you or any other person.
12. DISPUTE RESOLUTION. (The “Arbitration Clause”). In the event of a dispute, you and Moniver.com agree to submit to binding arbitration. The arbitration will be held before one arbitrator on an individual basis and not as a class action. You waive any right you may have to arbitrate a dispute as a class action. You may select any one of the following arbitration organizations and its applicable rules: the American Arbitration Association, 335 Madison Ave., Floor 10, New York, NY 10017-4605 (www.adr.org) or JAMS, 1920 Main St., Ste. 300, Irvine, CA 92614 (www.jamsadr.com). You may obtain copy of the rules of each organization by contacting the organization. Arbitrators shall be attorneys or retired judges and shall be selected pursuant to the applicable rules. The arbitrator shall apply governing substantive law in making an award. The arbitration hearing shall be conducted in the federal district in which you reside. Each party shall be responsible for its own attorney, expert and other fees, unless awarded by the arbitrator under applicable law. The arbitrator’s award is final and binding on all parties, except that the losing party may request a new arbitration under the rules of the arbitration organization by a three-arbitrator panel. The Federal Arbitration Act, and not any state arbitration law, governs all arbitration under this Arbitration Clause. Any court having jurisdiction may enter judgment on the arbitrator’s award. If any part of this Arbitration Clause, other than waivers of class action rights, is deemed or found to be unenforceable for any reason, the remainder remains enforceable. You and Moniver.com retain the right to sue in small claims court for a dispute within that court’s jurisdiction, unless such action is transferred, removed or appealed to a different court. You and Moniver.com do not waive the right to arbitrate by filing suit.
THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN YOU AND Moniver.com WILL BE RESOLVED BY BINDING ARBITRATION AND NOT IN COURT OR BY JURY TRIAL. IF A DISPUTE IS ARBITRATED, YOU GIVE UP YOUR RIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASS CLAIM YOU MAY HAVE AGAINST Moniver.com INCLUDING ANY RIGHT TO CLASS ARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. WITHOUT LIMITATION, THIS INCLUDES GIVING UP YOUR RIGHTS TO BRING OR PARTICIPATE IN A CLASS ACTION.
13. GENERAL. The Agreement comprises the entire agreement between you and Moniver.com and supersedes all prior agreements regarding the subject matter contained herein, provided, however, that in the case of Users who are sellers and who have entered into separate agreements (“Seller Agreements”) with Moniver.com related to the display of advertising materials related to their products or services or their availability, the obligations of the parties related to the Services shall be controlled by the terms of such Seller Agreements in the event of any inconsistency between such Seller Agreements and the Agreement. Moniver.com may amend the terms and conditions of this Agreement (the “Amended Terms”) from time to time. If you continue to use the Service after the Amended Terms become effective, you are deemed to have agreed to be bound by the Amended Terms. If you do not agree to the Amended Terms, then you agree not to use the Service. Your continued use of the Service constitutes an affirmative: (a) acknowledgment by you of this Agreement and its Amended Terms, if any; and (b) agreement by you to abide and be bound by the Agreement and its Amended Terms, if any. Except as set forth below, you must make all notices to Moniver.com in writing via e-mail addressed to support@Moniver.com . If you believe that any content posted on the Website infringes any of your intellectual property rights or the intellectual property rights of any third party, you must promptly provide the following notice in writing to Moniver.com to support@Moniver.com (Moniver.com may change this address at any time by posting a notice to the Website): (a) a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; (b) identification of the copyright work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact you; (e) a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and (f) a statement under penalty of perjury that the information in the notification is accurate and that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. The Agreement shall be governed by and construed in accordance with the laws of the State of Utah (without regard to conflict of laws provisions thereof). If any provision(s) of the Agreement is held contrary to law, then such provision(s) shall be construed, as nearly as possible, to reflect the intentions of the parties with the other provisions remaining in full force and effect. The failure of Moniver.com to exercise or enforce any right or provision of the Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Moniver.com in writing. The section titles in the Agreement are used solely for the convenience of the parties and have no legal or contractual significance.