Terms of Service
PLEASE READ THESE TERMS CAREFULLY. THEY GOVERN YOUR USE OF the SOUTHDOWN MARKETPLACE MOBILE APPLICATION, AND ANY AFFILIATED WEBSITES (collectively, the “APPLICATION”) AND RECEIPT OF ANY SERVICES (the “SERVICES”) FROM [SOUTHDOWN MARKETPLACE ENTITY], AND EACH OR ANY OF ITS AFFILATES (collectively, the “COMPANY”). FOR PURPOSES OF THESE TERMS, THE TERM “APPLICATION” INCLUDES ANY EMBODIMENT OR DERIVATIVE OF THE APPLICATION MADE AVAILABLE VIA MOBILE APPLICATION OR OTHER DIGITAL MEANS. BY REGISTERING FOR, ACCESSING, BROWSING, OR USING THE APPLICATION OR THE SERVICES OR BOTH, YOU ACKNOWLEDGE THAT YOU ARE RECEIVING A BENEFIT FROM THE COMPANY, AND THAT YOU HAVE READ, UNDERSTOOD AND AGREE TO BE BOUND BY THE FOLLOWING TERMS AND CONDITIONS (WITHOUT MODIFICATION), INCLUDING ANY ADDITIONAL GUIDELINES AND FUTURE MODIFICATIONS MADE BY THE COMPANY. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THE FOLLOWING TERMS (WITHOUT MODIFICATION), WE RECOMMEND THAT YOU REFRAIN FROM USING THE APPLICATION AND THE SERVICES. VISITORS AND USERS OF THE WEBSITE AND USERS OF THE SERVICES ARE REFERRED TO INDIVIDUALLY AS “USER” and “USERS”.
The Application, and all the content contained therein, is copyrighted work belonging to the Company. The Company grants you the right to use the Application subject to the Terms set forth below.
PLEASE NOTE: The Application provides Users with access to, and means of monitoring and managing the Services which the Company has agreed to provide you (the “System”). As described further herein, the Company makes no claims, guarantees, warrantees or promises regarding the efficacy of the System.
Product Offerings: Please be aware that some Services described on the Application may not be available in your jurisdiction and generally may not be available outside of the United States. The laws of each country, state, and/or territory may differ and not all Company products or Services are available in all locations. References to Company products or Services unavailable in your jurisdiction do not imply that these products will be made available to you, and nothing on the Application shall be considered a solicitation to buy or sell a service to any person in any jurisdiction where such offer or solicitation, purchase or sale would be unlawful under the laws of that jurisdiction.
License: All of the information and content on the Application including but not limited to all text, graphics, photos, artwork, games, software applications and code, video, audio, telephone calls, online communication and instant messaging, and user interface design, and any downloadable media, whether provided for free or at cost, including but not limited to downloadable content the Company hosts, or communicates, or transmits, whether on social media or via any other means, or any comment the Company makes regarding the content of the foregoing nature of a party other than the Company, (the “Content”) is the property of the Company, or its affiliates, if any, or is being used by the Company with the express permission of a licensor, and is protected by copyright laws throughout the world. You may not modify, reproduce, copy, distribute, transmit, display, publish, download or upload, sell, license, create derivative works of or use any aspect of the Application or its Content for commercial or public purposes or for any other purpose not expressly permitted by these Terms. You may neither sell nor assign your access to the Services, under any circumstance. Nothing herein shall be construed to restrict the Company’s rights to pursue all remedies available to it hereunder, at law or in equity, against any person for any unauthorized use, or unauthorized facilitation of use by another, of the Content, including, without limitation, a decree of specific performance and/or injunctive relief, and the exercise of any such right by the Company shall not prohibit the Company from seeking to enforce damages pursuant to any other Section hereof or otherwise available under the applicable law. The use of the Content on any other website or application or in a networked computer environment for any purpose, or any other publication, republication, redistribution or use of the Content, including, without limitation, framing the Content within another site, is expressly prohibited without the prior written consent of the Company which may be withheld at the sole discretion of the Company. All copyright and other proprietary notices on any Content must be retained on any copies made thereof, including all Company trademarks. Any unauthorized reproduction or modification, distribution, or performance of any Content is strictly prohibited. The Company and its licensors reserve all rights not granted in these Terms.
From time to time, the Company may post certain articles to the Application, which may or may not have been written by the Company. Similarly, from time to time, certain Users may be granted access to, and may access, certain Company blogs, websites or applicatons, or communal discussion boards (i.e. message boards, chat-rooms, etc.,) (“Supplemental Content”). This Supplemental Content shall be considered Content for the purpose of this Agreement between the Company and the User.
Trademarks: All trademarks, logos, URLs and domain names and service marks (each a “Mark” and collectively the “Marks”), registered or not, displayed on the Application are property of the Company or otherwise the property of third parties. You are not permitted to use, copy, download, display, transmit or modify any of these Marks in any way without the prior written consent of the rightful owner of the Mark, whether the rightful owner be the Company or a third party. You may not include the Company name, any Mark or any variation of the foregoing, as a metatag, hidden textual element, or any other indicator that may create an impression of affiliation, sponsorship, endorsement or any other relationship between you and the Application or the Company.
Modification: The Company reserves the right, at any time, to modify the Application, the Services, and/or the Content or to modify, suspend, or discontinue the Application, the Services, and/or the Content, or any part thereof with or without notice. You agree that the Company will not be liable to you or to any third party for any modification, suspension or discontinuance of the Application, the Services, and/or the Content.
Promotions, Discounts and Sweepstakes: Promotions, incentive or referral programs and discounts (collectively, “Promotions”) that may be made available from time to time on the Application are offers that are limited in time and scope and are void where prohibited or restricted by applicable law, rule or regulation. Without limiting the foregoing and in addition thereto, the Company reserves the right, in its sole discretion, to cancel, terminate, modify or suspend any Promotions, in each case, in whole or in part, at any time without notice and for any or no reason, whether or not the User has benefited from such Promotion being terminated, modified or suspended. No Promotion shall have any cash value apart from its intended use in connection with the Website.
Promotions are limited to one (1) per User and cannot be used for multiple, non-qualifying or past orders. Promotions may be limited to specific qualifying items, as may be further described in the additional terms and conditions applicable to any Promotion or as may be designated by the Company from time to time. Promotions are not transferable, may not be resold and may not be combined with any other Promotions. Unless otherwise indicated in the additional terms and conditions applicable to any promotion or discount or designated by the Company from time to time, if there is a minimum purchase requirement, tax, tip, delivery fee and other charges are excluded from the calculation of such minimum purchase requirement. If a promotion or discount is in the form of a promo code, such code must be entered in the promo code section at checkout to be redeemed. Without limiting anything set forth in these Terms and in addition thereto, by redeeming a Promotion, you express your understanding of and agreement to these Terms and any additional terms and conditions applicable to any such Promotion.
In addition to these Terms, other terms and conditions may apply to certain services and/or features made available on the Application from time to time. By way of example but not limitation, such other terms and conditions may describe official rules for contests or sweepstakes on the Application. Such terms and conditions are in addition to and subject to these Terms.
Third Party Links and Content: From time to time, the Application may provide information from or contain links to other websites, operated by third parties. Such links are for your convenience only and do not imply any affiliation with, or an endorsement, authorization, sponsorship or promotion of the non-Company website or its owner, and the Company does not review, approve, monitor, endorse, warrant, or make any representations with respect to third party websites or the accuracy of the content contained therein. Such third party websites, and any content contained therein, including but not limited to any opinions, advice, statements, services, offers, or other information expressed or offers made available by a third party or any link contained in a third party website (the “Third Party Content”), are the content of the third party and not under the control of the Company. If you decide to access any Third Party Content linked to or from the Application, you do so entirely at your own risk. Third party websites are subject to their own terms and policies, including privacy and data gathering practices. The Company assumes no responsibility for Third Party Content.
WARRANTY DISCLAIMER: THE COMPANY IS PROVIDING THE SERVICES, THE APPLICATION AND THE CONTENT, INCLUDING ANY RELATED CONTENT (as defined herein), ON AN “AS IS” BASIS FOR USE AT YOUR OWN RISK; THE COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, OR STATUTORY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF TITLE, NONINFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, ACCURACY, AND QUIET ENJOYMENT. THE COMPANY DOES NOT WARRANT THE ACCURACY OR COMPLETENESS OF THE CONTENT OR THE INFORMATION PROVIDED ON THE APPLICATION. INFORMATION ON THE APPLICATION MAY NOT BE CURRENT AT THE MOMENT YOU ACCESS THE APPLICATION AND MAY CONTAIN ERRORS. THE CONTENT IS PROVIDED FOR INFORMATIONAL PURPOSES ONLY. THE COMPANY DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE SUITABILITY, USEFULNESS OR EXPECTED RESULTS OF THE CONTENT, SERVICES, PRODUCTS OR FUNCTIONS PROVIDED VIA THE APPLICATION. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN IMPLIED WARRANTIES IN WHICH EVENT ANY REQUIRED WARRANTY APPLIES TO THE MINIMUM EXTENT LEGALLY REQUIRED.
BY REGISTERING FOR, ACCESSING, BROWSING, OR USING THE APPLICATION OR THE SERVICES OR BOTH, YOU ACKNOWLEDGE YOUR FULL AND UNCONDITIONAL UNDERSTANDING AND AGREEMENT THAT THE ADMINISTRATION OF THE SERVICES INVOLVES WORKING WITH A UNIQUE USER AND THAT, THEREFORE, NO SPECIFIC RESULTS ARE GUARANTEED TO BE ATTAINABLE AND THAT PRIOR RESULTS OF OTHER OF THE COMPANY’S USERS ARE NOT INDICATIVE OF WHAT YOUR RESULTS MAY OR MAY NOT BE. FURTHER, BY REGISTERING FOR, ACCESSING, BROWSING, OR USING THE APPLICATION OR THE SERVICES OR BOTH AND, YOU VOLUNTARILY, HEREBY (I) CONFIRM THAT NO WARRANTY, GUARANTEE OR OTHER ASSURANCE HAS BEEN MADE TO YOU IN CONNECTION WITH THE SERVICES OR THE WEBSITE, AND (II) AGREE TO RELEASE AND HOLD HARMLESS THE COMPANY, ITS OFFICERS, EMPLOYEES AND AGENTS FROM ANY CONSEQUENCES OF THE SERVICES PROVIDED.
IN THE CASE OF ANY CONFLICT BETWEEN ANY OF THE LANGUAGE CONTAINED HEREIN, AND ANY SUBSEQUENT AGREEMENT ENTERED INTO BETWEEN YOU AND THE COMPANY, YOU UNDERSTAND AND ACKNOWLEDGE THAT THE LANGUAGE OF SUCH SUBSEQUENT AGREEMENT WILL CONTROL, UNLESS STATED OTHERWISE IN THAT SUBSEQUENT AGREEMENT.
LIMITATION OF LIABILITY: IN NO EVENT SHALL THE COMPANY BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE APPLICATION, THE CONTENT OR THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT THE COMPANY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, ON ANY THEORY OF LIABILITY. THE COMPANY’S TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS, THE SERVICES, THE APPLICATION, OR THE CONTENT, WHETHER IN CONTRACT, TORT, OR OTHERWISE, SHALL NOT EXCEED THE LESSER OF (I) FIFTY DOLLARS, OR (II) THE MINIMUM AMOUNT ALLOWED BY THE CONTROLLING JURISDICTION’S LAW.
Indemnity: You agree to, at your own expense, indemnify, defend and hold harmless the Company, its affiliates, employees, representatives, agents, subsidiaries, licensors, suppliers, partners, officers and directors, from and against any and all claims, costs, damages, liabilities, fees and expenses (including reasonable attorneys’ fees) (“Claims”) arising from any third-party claim, action, suit or proceeding, to the extent that such Claim arises out of or relates to any (i) act or omission by you, your affiliates, your related parties, or your representatives, relating to the Content, or the Application and/or otherwise in connection with this Agreement, affecting or relating to any third-party, (ii) your use of the Services, (iii) your violation of applicable laws, rules or regulations in connection with your use of the Services, (iv) your Feedback, use of or contribution to the Content. In such case, the Company will provide you with written notice of such claim, suit or action.
Amendment: The Terms are subject to occasional revision. Please review them periodically for current information. If the Company makes any substantial changes, the Company will, and you authorize the Company to notify you by sending you an email to the last email address you provided to the Company (if any the Company may have in its records) and/or by prominently posting notice of the changes on the Application. Any material changes to these Terms will be effective upon the earlier of ten (10) calendar days following the Company’s dispatch of an email notice to you or ten (10) calendar days following the Company’s posting of notice of the changes on the Application. These changes will be effective immediately for new users of the Application. Continued use of the Application following notice of such changes shall indicate your acknowledgement of such changes and agreement to be bound by the terms and conditions of such changes. Certain provisions of these Terms may be superseded by expressly designated legal notices or terms located on particular pages of the Application.
Monitoring Use: The Company reserves the right to monitor any and all use of the Application, in its sole discretion. However, unless required by law, the Company has no obligation toward any User to conduct such monitoring or take any action based on any monitoring the Company may conduct. In addition, the Company reserves the right to make record of any interaction with the Application, and the Content therein, by any User or other person, without providing notice to such User or person of such recordation.
Termination: The Company may, at any time, terminate your use of the Services at anytime, at its sole discretion.
Security: Users should be aware that in general, information sent through the Internet is not secure. Email services that may be provided through the Application generally are not encrypted and do not provide a secure and private means of communication with us. Certain Services offered on the Application may, however, provide a secure means to communicate with us. For certain types of communications through the Application, we may require the use of encryption technologies provided for your protection and/or require you to use User identification information (the “User ID”) and passwords. You are responsible for the confidentiality and use of your User ID, password, and any other information that the Company or the Application may request or require, from time to time. If you become aware of any loss, theft or unauthorized use of your User ID, password or any other information that the Company or the Application may request or require from time to time, you must immediately notify the Company.
General Provisions: If any provision in these Terms is, for any reason, held to be invalid or unenforceable, the other provisions of these Terms will be unimpaired and the invalid or unenforceable provision will be deemed modified so that it is valid and enforceable to the maximum extent permitted by law. These Terms and any action related thereto will be governed, controlled, interpreted, and defined by and under the laws of the State of New York, without giving effect to any conflicts of laws principles that require the application of the law of a different state. By using the Application, you hereby expressly consent to the personal jurisdiction and venue in the state and federal courts for New York country, New York for any lawsuit filed there against you by the Company arising from or related to these Terms. If you have any questions about the foregoing, please contact the Company at the following email address: email@example.com . There are no third-party beneficiaries to these Terms. Nothing in these Terms should be construed as creating a partnership, joint venture or agency between you and the Company. The Company makes no offer to provide any of the Content or any piece of the Application in any language other than English. You agree that if the Company does not enforce or exercise any legal right or remedy which is contained in the Terms (or which the Company has the benefit of under any applicable law), failure to do so shall not constitute waiver of the Company’s right to do so, and that those rights or remedies will remain available to the Company.