This digital marketing application is comprised of various web pages and Services offered on those web pages, sites, software and applications (collectively, “Platform”). “Services” in this agreement (“Agreement”) means access to and use of the Platform and its features. The Platform is owned and operated by Maxa Designs, Inc. (collectively, “Maxa”) and is offered to you (“User”) conditioned on User’s acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Please read these Terms carefully before agreeing because they are a binding agreement between User and Maxa.
Maxa reserves the right to terminate User’s account, prohibit User from using the Platform, and take appropriate legal actions if Maxa determine, in their sole discretion, that User has violated these Terms.
Please note that Maxa offers many services. In addition to these Terms in this Agreement User’s use of Maxa products or services or the Platform may be provided by Maxa pursuant to a separate mutually or digitally-executed agreement. Those additional terms become part of User’s Terms in this Agreement with Maxa, whether executed by User or User’s employer, employee, consultant, contractor, client, principal, or agent and whether User is an employee, employer, consultant, contractor, client, principal, or agent if User uses the Services or logs into the Platform.
User is granted a limited, non-exclusive, non-transferable, revocable license to access and use the Platform strictly in accordance with these Terms. All rights not explicitly granted are reserved by Maxa. If User breaches this Agreement, User’s access or license to use the Platform may be terminated at Maxa’s sole and exclusive discretion. Additionally, Maxa may revoke User’s access or license to use the Platform if Maxa believes that User’s actions may harm Maxa, its business interests, or any third party rights. Failure by Maxa to revoke User’s access does not act as a waiver of User’s conduct. User agrees that the structure, organization, and code of the Services and Platform along with all software components and related services are proprietary to Maxa and/or Maxa’s licensors. Maxa and/or its licensors retain exclusive ownership of the Platform, any documentation, information and any and all other intellectual property rights relating to the Platform.
As a condition of User’s use of the Platform, User warrants to Maxa that User will not use the Platform for any purpose that is unlawful or prohibited by these Terms.
User is required to create an account and a password in order to use the Platform. User must be at least 18 years old and provide truthful and accurate information about User to create an account. Providing inaccurate information when creating an account may result in termination or suspension of the account and in User being prohibited from using the Platform in the future. If User’s information changes at any time, User must update their account to reflect those changes.
If User’s account is assigned to them by an administrator, such as an employer, employee, consultant, contractor, client, principal, or agent additional terms may apply to User’s use of the Platform. User represents that User has complied with all obligations under those additional terms before registering for an account or accessing or using the Platform or Services. In addition, User warrants that User will access and use the Platform and Services only as authorized by those additional terms, including without limitation taking all necessary and reasonable steps keep User’s Credentials confidential and prevent unauthorized access by other persons. Also, User’s administrator may be able to access or disable User’s account without Maxa’s involvement.
Use by anyone other than User of User’s account is strictly prohibited unless authorized, in writing, by Maxa. User is responsible for maintaining the confidentiality of User’s exclusive account and username/password (“Credentials”), and agrees to (i) take all necessary and reasonable steps to keep User’s Credentials confidential, and (ii) accepts responsibility for all activities that occur under User’s account. If User believes that User’s account has been compromised at any time, User will immediately notify User’s system administrator or Maxa. Maxa reserves the right to verify User’s credentials and to deny or revoke any User accounts or activities at Maxa’s sole and exclusive discretion. When User registers for a User account, User may be asked for financial information, or information Maxa may use to identify User, User’s representatives, principals, beneficial owners, and other individuals associated with User’s account. Users are solely responsible and liable for any activities or actions taken under their Credentials, password and account, whether or not User has authorized such activities or actions. Maxa is not liable for any loss incurred as a result of an unauthorized use of a username/password or account, including without limitation from theft or misappropriation of User’s account or Credentials.
Not all of the Platform and its accounts are available to Users unless User is a paying member and enters into a written Maxa “SaaS Agreement” as authorized, accepted and approved by Maxa. User may not assign or otherwise transfer User’s account to any other person or entity, except with the prior written authorization of Maxa.
The personal information (such as User name, company information, photos etc.) that may be collected during the course of registering for the Platform may be used or shared with Maxa’s group companies or their agents for the purpose of improving the quality of services. If User requests information about or accesses third-party products or services through the Platform, User agrees to have User’s personal information shared with Maxa’s partners for marketing purposes. If User chooses to make User’s personal information available through a third-party site, User does so at their own risk.
When using Maxa’s Platform, User is responsible for its use of the Platform. Further, User agrees to the following:
If User is discovered to be undertaking any of the aforementioned actions, then User’s privileges to use Maxa’s Platform may at Maxa’s discretion be terminated or suspended. Additionally, if Maxa believes that User’s actions may harm Maxa, a user, or a third party Maxa may suspend or terminate User’s use of the Platform. Generally, Maxa will provide an explanation for any suspension or termination of User’s use of any of the Platform, but Maxa reserves the right to suspend or terminate any account at any time without notice or explanation.
User’s ability to submit or transmit any information through the Platform, including but not limited to data, written content, images, text, audiovisual recordings, multimedia files, or any other information will be referred to as “User Content” throughout this Agreement. Please be aware that Maxa is not required to host, display, migrate, or distribute any of User’s User Content and Maxa may refuse to accept or transmit any User Content. User agrees that User is solely responsible for any User Content submitted and User releases Maxa from any liability associated with any User Content submitted. Maxa takes no responsibility for any User Content submitted to the Platform and makes no endorsements related to any User Content whether express or implied. Any User Content found to be in violation of this Agreement or that Maxa determines to be harmful to the Platform may be modified, edited, or removed at Maxa’s discretion.
When submitting any User Content to Maxa’s Platform User represents and warrants that User owns all rights to the User Content, User has paid any fees to use or license the User Content, or, otherwise, User has the permission and right to use any User Content. Furthermore, User represents and warrants that all User Content is legal and the User Content does not interfere with any third party rights or obligations.
When User submits any User Content to Maxa, User grants Maxa, its partners, affiliates, users, representatives and assigns a non-exclusive, unlimited, fully-paid, royalty-free, irrevocable, world-wide, universal, transferable, assignable license to display, distribute, store, broadcast, transmit, reproduce, modify, prepare derivative works, or use and reuse all or part of User’s User Content for any purpose deemed by Maxa. Additionally, User grants to Maxa a worldwide, perpetual, irrevocable, royalty-free license to use and incorporate into the Platform any suggestion, enhancement request, recommendation, correction or other feedback provided by User relating to the operation of Maxa’s Platform. Maxa reserves the right to remove, delete, modify, screen, edit, or refuse any User Content for any reason or no reason, and with or without notice to User. Where any User Content is submitted Maxa shall store such User Content in a secure and confidential manner that is compliant with Maxa’s internal storage policies.
User agrees that the license granted within Section 8 of this Agreement allows Maxa to advertise or use for its business purposes any User Content submitted by User or a third party in connection with the Services or the Platform. Further, User grants Maxa the right to use User’s name, image, voice, persona, photo, performance, likeness, personal information, company name, and/or logo without any further compensation in conjunction with the User Content submitted. Where requested, User agrees to reasonably cooperate in executing any publicity releases related to Maxa’s use of any associated User Content.
Although Maxa tries to provide continuous availability to User, Maxa does not guarantee that the Platform will always be available, work, or be accessible at any particular time. Specifically, Maxa does not guarantee any uptime or specific availability of the Platform. User agrees and acknowledges that User’s uses or remote access to the Platform may not always be either 100% reliable or available. Only Users who are eligible to use the Platform may do so and Maxa may refuse service or terminate User’s access at any time. Maxa cannot guarantee that anything found on the Platform will work to the functionality desired by User or give User any desired results.
Maxa reserves the right to alter, modify, update, or remove the Platform or any portions thereof, at any time at Maxa’s discretion. Maxa may conduct such modifications to Maxa’s Platform for security reasons, intellectual property, legal reasons, or various other reasons at Maxa’s discretion, and Maxa is not required to explain such modifications or provide User access to previous versions of Maxa’s Platform. For example, Maxa may provide updates to fix security flaws, or to respond to legal demands. Please note that this is a non-binding illustration of how Maxa might exercise Maxa’s rights under this section, and nothing in this section obligates Maxa to take measures to update the Platform for security, legal or other purposes.
The name “Maxa”, the Maxa Platform along with the design of the Maxa Platform and any text, writings, images, templates, scripts, graphics, audiovisual recordings, multimedia, interactive features and any trademarks or logos contained therein ("Marks"), are owned by or licensed to Maxa, subject to copyright and other intellectual property rights under US and foreign laws and international conventions. Maxa reserves all rights not expressly granted in and to the Platform. User agree to not engage in the use, copying, or distribution of anything contained within the Platform unless Maxa has given express written permission.
Maxa values User feedback and where applicable User may submit ideas, content, artwork, suggestions, or other works (“Submissions”) to Maxa. Where User submits any Submission, User agrees that: (1) User Submissions and their contents will automatically become the property of Maxa, without any compensation to User; (2) where such a grant in sub-section (1) is not possible, User Submission shall be subject to the User Content license grant as stated within this Agreement; (3) Maxa may use or redistribute the Submissions and their contents for any purpose and in any way; (4) there is no obligation for Maxa to review the Submission; and (5) there is no obligation to keep any Submissions confidential. The sole purpose of this policy is to avoid potential misunderstandings or disputes when Maxa’s products might seem similar to ideas User submitted to Maxa.
MAXA PROVIDES THE SERVICES, THE PLATFORM, AND MAXA INTELLECTUAL PROPERTY “AS IS” AND “AS AVAILABLE”, WITHOUT ANY EXPRESS, IMPLIED, OR STATUTORY WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT, OR ANY OTHER TYPE OF WARRANTY OR GUARANTEE. NO DATA, DOCUMENTATION OR ANY OTHER INFORMATION PROVIDED BY MAXA OR OBTAINED BY USER FROM OR THROUGH THE SERVICES –WHETHER ORAL OR WRITTEN – CREATES OR IMPLIES ANY WARRANTY FROM MAXA TO USER. MAXA DISCLAIMS ANY KNOWLEDGE OF, AND DOES NOT GUARANTEE: (a) THE ACCURACY, RELIABILITY, OR CORRECTNESS OF ANY DATA PROVIDED THROUGH THE SERVICES; (b) THAT THE SERVICES WILL MEET USER’S SPECIFIC BUSINESS NEEDS OR REQUIREMENTS; (c) THAT THE SERVICES WILL BE AVAILABLE AT ANY PARTICULAR TIME OR LOCATION, OR WILL FUNCTION IN AN UNINTERRUPTED MANNER OR BE SECURE; (d) THAT MAXA WILL CORRECT ANY DEFECTS OR ERRORS IN THE SERVICE, DOCUMENTATION, OR DATA; OR (e) THAT THE SERVICES ARE FREE OF VIRUSES OR OTHER HARMFUL CODE. USE OF THE SERVICES IS DONE AT USER’S OWN RISK – USER IS SOLELY RESPONSIBLE FOR ANY DAMAGE TO USER’S PROPERTY, LOSS OF DATA, OR ANY OTHER LOSS THAT RESULTS FROM SUCH USE, ACCESS, OR DOWNLOAD OF THE SERVICES. USER UNDERSTANDS THAT MAXA MAKES NO GUARANTEES TO USER REGARDING ANY SERVICES. MAXA DISCLAIMS ANY AND ALL LIABILITY FOR THE ACTS, OMISSIONS AND CONDUCT OF ANY THIRD PARTIES IN CONNECTION WITH OR RELATED TO USER’S USE OF THE PLATFORM AND/OR ANY SERVICES. MAXA DOES NOT CONTROL ANY THIRD PARTY LINKS, SERVICES, GOODS, RESOURCES AND INFORMATION ON THE PLATFORM. TO THE EXTENT PERMITTED BY APPLICABLE LAW, MAXA MAKES NO WARRANTIES REGARDING THIRD PARTY SERVICES, GOODS, RESOURCES AND INFORMATION INCLUDING, WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT AND WILL NOT BE LIABLE FOR USER’S USE OF OR RELIANCE ON SUCH THIRD PARTY SERVICES, GOODS, RESOURCES OR INFORMATION.
NOTHING IN THIS AGREEMENT OPERATES TO EXCLUDE, RESTRICT OR MODIFY THE APPLICATION OF ANY IMPLIED CONDITION, WARRANTY OR GUARANTEE, OR THE EXERCISE OF ANY RIGHT OR REMEDY, OR THE IMPOSITION OF ANY LIABILITY UNDER LAW WHERE TO DO SO WOULD: (A) CONTRAVENE THAT LAW; OR (B) CAUSE ANY TERM OF THIS AGREEMENT TO BE VOID.
Aside from the Platform and Services, Maxa may make available other services through the Platform which may include the services subject to the Maxa SaaS Agreement, which is incorporated by reference into this Agreement if applicable to User. USER (WHETHER AS AN OWNER, END USER, OR OTHERWISE) ACKNOWLEDGES THAT THE PLATFORM MAY ALLOW USERS TO INTERACT WITH OR PROVDE THIRD PARTY SERVICES DIRECTLY FROM ONE USER TO ANOTHER USERS (“THIRD PARTY SERVICES”). USER AGREES THAT MAXA DOES NOT PROVIDE ANY THIRD PARTY SERVICES AND DOES NOT RECOMMEND OR ENDORSE ANY USER OFFERING ANY THIRD PARTY SERVICES. ALL USERS PROVIDING THIRD PARTY SERVICES ARE INDEPENDENT CONTRACTORS WHO ARE NOT EMPLOYED BY MAXA OR MAXA’S AFFILIATES. MAXA HAS NO RESPONSIBILITY OR LIABILITY FOR ANY THIRD PARTY SERVICES PROVIDED TO ANY USERS, INCLUDING, BUT NOT LIMITED TO, A WARRANTY OR CONDITION OF GOOD AND WORKMANLIKE SERVICES, WARRANTY OF FITNESS FOR A PARTICULAR PURPOSE OR COMPLIANCE WITH ANY LAW, REGULATION, OR CODE. MAXA IS NOT AFFILIATED WITH, ENDORSED OR SPONSORED BY ANY USER AND. BY USING THE MAXA PLATFORM OR SERVICES, THE USER AGREES TO HOLD MAXA FREE FROM ANY RESPONSIBILITY FOR ANY LIABILITY OR DAMAGE THAT MIGHT ARISE OUT OF THE THIRD PARTY SERVICES. MAXA IS NOT RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY USER AND WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH OR USE OF ANY THIRD PARTY SERVICES.
THE QUALITY OF ANY THIRD PARTY SERVICES IS ENTIRELY THE RESPONSIBILITY OF THE USER WHO ULTIMATELY PROVIDES SUCH THIRD PARTY SERVICES. USER AGREES THAT BY USING THE MAXA PLATFORM OR SERVICES, USER MAY BE EXPOSED TO THIRD PARTY SERVICES THAT ARE POTENTIALLY DANGEROUS, OFFENSIVE, HARMFUL TO MINORS, UNSAFE OR OTHERWISE OBJECTIONABLE, AND THAT USE OF SUCH THIRD PARTY SERVICES IS AT USER’S OWN RISK
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MAXA, ITS PROCESSORS, SUPPLIERS, LICENSORS, VENDORS, OR ANY AFFILIATES (AND EACH OF THEIR RESPECTIVE AFFILIATES, AGENTS, DIRECTORS AND EMPLOYEES) BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, THAT RESULT FROM THE USE OF, INABILITY TO USE, OR UNAVAILABILITY OF THE SERVICE OR PLATFORM. IN NO EVENT WILL THE TOTAL AGGREGATE LIABILITY OF MAXA, NOR ANY OF ITS EMPLOYEES, REPRESENTATIVES, AGENTS, VOLUNTEERS, ATTORNEYS, MANAGERS, LICENSORS, AFFILIATES, BUSINESS PARTNERS, SUPPLIERS, CONTRACTORS, R VENDORS, ARISING FROM, RELATING TO, OR CONNECTED WITH THE SERVICES, THIS AGREEMENT, OR USER’S USE OF THE PLATFORM EXCEED $10,000.00 USD OR THE FEES PAID TO MAXA BY USER IN THE SIX MONTHS PRECEDING THE EVENT GIVING RISE TO THE CLAIM, WHICHEVER IS GREATER.
THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MAXA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.
If User has a dispute arising from, related to, or connected with User’s use of the Services or Platform, or the information, content, documents materials or products made available through the Services or Platform, User hereby releases Maxa and its subsidiaries, affiliates, officers, directors, shareholders, employees, representatives, agents, volunteers, attorneys, managers, licensors, business partners and each of their respective successors and assigns from all claims, demands, causes of action, liabilities, legal fees and costs, and damages (actual and consequential) of every kind and nature, known and unknown, suspected or unsuspected, arising out of or in any way connected with such disputes. IF USER IS A CALIFORNIA RESIDENT, USER WAIVES CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”
User will indemnify, defend and hold Maxa and Maxa’s vendors, contractors, affiliates, agents, directors, officers, employees, and partners harmless (and with respect to Maxa’s affiliates, their respective employees, directors, agents, affiliates and representatives) from and against any and all claims, costs, losses, damages, judgments, tax assessments, penalties, interest, and expenses (including without limitation reasonable attorneys' fees) arising out of any claim, action, audit, investigation, inquiry, or other proceeding instituted by a third party person or entity that arises out of or relates to: (a) any actual or alleged breach of this Agreement or any associated Maxa policies, including without limitation any violation of Maxa’s policies; (b) User’s wrongful or improper use of the Service or Platform; (c) any transaction User may partake in using the Services or Platform; (d) any liability Maxa incurs that results from User’s use of the Services or Platform, (e) User’s violation of any third-party right, including without limitation any right of privacy, publicity rights or intellectual property rights; (f) User’s violation of applicable Laws (defined below); (g) User’s interactions with any third party, any act or omission by another user, or User’s use of any Third Party Services; and (h) any Permitted User or other party's access and/or use of the Services or Platform with User’s unique username, password or other appropriate security code. Maxa reserves the right to assume the exclusive defense and control of any matter subject to indemnification by User.
Maxa takes copyright infringement very seriously. If User believes that any content owned by User has been infringed upon please send Maxa a message which contains:
User must sign this notification and send it to Maxa’s Copyright Agent: Copyright Agent of Maxa, email@example.com.
In the event that User receives a notification from Maxa stating content posted by User has been subject to a copyright takedown notice, User may respond by filing a counter-notice pursuant to the DMCA. User’s counter-notice must contain the following:
Please be aware that Maxa may not take any action regarding User’s counter-notice unless User’s notification strictly complies with the foregoing requirements. User must send this counter-notice in accordance with the takedown notice instructions above.
This Agreement and any Dispute (as defined below) will be governed by California law and/or applicable federal law (including the Federal Arbitration Act) as applied to agreements entered into and to be performed entirely within California, without regard to its choice of law or conflicts of law principles that would require application of law of a different jurisdiction.
a. Informal Negotiations. If a dispute of any kind arises, Maxa wants to understand and address User’s concerns quickly and to User’s satisfaction. Please contact Maxa support at firstname.lastname@example.org with any dispute. If Maxa cannot resolve User’s concerns, Maxa agrees to an informal dispute resolution process requiring an attempt to negotiate any dispute (except those “Disputes,” as defined below and expressly excluded below) informally for at least thirty (30) days before initiating any arbitration or court proceeding.
b. Binding Arbitration. Notwithstanding any other provision in this Agreement, and except as otherwise set forth in this section, User and Maxa agrees to arbitrate all “Disputes,” defined as any claim, controversy or dispute (whether involving contract, tort, equitable, statutory or any other legal theory) between User and Maxa, including but not limited to any claims relating in any way to this Agreement (including its breach, termination and interpretation), any other aspect of User’s relationship with Maxa, Maxa’s advertising, and any use of Maxa’s Platform or Services. “Disputes” also include any claims that arose before this Agreement and that may arise after termination of this Agreement. Notwithstanding the foregoing, User or Maxa may choose to pursue a claim in court and not by arbitration if User fails to timely pay any amounts due or satisfy any payment obligation owed to Maxa. Maxa may assign User’s account for collection to a collection agency, and the collection agency may pursue in any court of competent jurisdiction any claim that is strictly limited to the collection of past due amounts and any interest or cost of collection permitted by law or this Agreement.
ANY ARBITRATION UNDER THIS AGREEMENT WILL BE ONLY BE ON AN INDIVIDUAL BASIS; CLASS ARBITRATIONS, CLASS ACTIONS, PRIVATE ATTORNEY GENERAL ACTIONS, AND CONSOLIDATION WITH OTHER ARBITRATIONS ARE NOT PERMITTED, AND USER IS WAIVING USER’S RIGHTS TO HAVE USER’S CASE DECIDED BY A JURY AND TO PARTICIPATE IN A CLASS ACTION AGAINST MAXA. If any provision of this arbitration agreement is found unenforceable, the unenforceable provision shall be severed, and the remaining arbitration terms shall be enforced (but in no case shall there be a class arbitration). All Disputes shall be resolved finally and exclusively by binding individual arbitration with a single arbitrator administered by the American Arbitration Association (www.adr.org) (“AAA”) according to this provision and the applicable arbitration rules. To initiate an arbitration proceeding, an arbitration claim must be submitted by the claimant (the “Claimant”) to the AAA, and a written Demand for Arbitration must be provided to the other party (the “Opposing Party”), pursuant to the AAA Rules. A form for initiating arbitration proceedings is available on the AAA's website at www.adr.org. The Federal Arbitration Act, 9 U.S.C. §§ 1-16 (“FAA”), fully applies. Arbitration hearings will be held in Los Angeles, California or any other location that is mutually agreed upon by User and Maxa. User or Maxa may elect to have the arbitration conducted by telephone, video conference, or based solely on written submissions, which election shall be binding on User and Maxa subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant. Attendance at an in-person hearing may be made by telephone or video conference by User or by Maxa, unless the arbitrator requires otherwise.
A single arbitrator will be mutually selected by Maxa and User, and shall be (i) a practicing attorney licensed to practice law in California or a retired judge; and (ii) selected from the arbitrators on the AAA’s roster of commercial dispute arbitrators who have a background in online commerce or consumer law (or if there are no such arbitrators, then from the arbitrators on the AAA’s roster of commercial dispute arbitrators) (collectively, the “Arbitrator Requirements”). If User and Maxa cannot mutually agree upon an arbitrator within ten (10) days of the Opposing Party’s receipt of the Demand for Arbitration from the Claimant, then the AAA shall appoint a single arbitrator that satisfies the Arbitrator Requirements. The arbitrator will follow the law and will give effect to any applicable statutes of limitation. The prevailing party shall be entitled to an award of the costs and expenses of the arbitration, including reasonable attorneys’ fees and expert witness fees. The award rendered by the arbitrator shall be final and binding upon User and Maxa. A judgment on the award may be entered and enforced in any court of competent jurisdiction. Maxa may, in its sole discretion, commence an action in any state or federal court of competent jurisdiction within the County of Los Angeles, California, for any monetary amounts that User owes to Maxa (each, an “Action”). User hereby waives any objection to jurisdiction or venue, or any defense claiming lack of jurisdiction or improper venue, in any Action brought by Maxa in such courts.
User and Maxa agrees and acknowledge that this Agreement evidences a transaction involving interstate commerce and that the FAA shall govern the interpretation, enforcement, and proceedings pursuant to the arbitration clause in this Agreement. USER FURTHER ACKNOWLEDGES, UNDERSTANDS, AND AGREES THAT USER AND MAXA ARE EACH WAIVING THEIR RESPECTIVE RIGHTS TO A TRIAL BY JURY AS TO DISPUTES HEREUNDER AND THAT USER IS WAIVING USER’S RIGHT TO PARTICIPATE IN ANY CLASS ACTION PROCEEDING ARISING FROM THIS AGREEMENT.
The arbitration provisions shall not apply to (i) any claim related to actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents, or other intellectual property rights; (ii) any claim seeking emergency injunctive relief based on exigent circumstances (including but not limited to imminent danger or commission of a crime, hacking, or cyber-attack).
In the event that a provision of this Agreement is found to be unlawful, conflicting with another provision of the Agreement, or otherwise unenforceable, the Agreement will remain in force as though it had been entered into without that unenforceable provision being included in it.
If two or more provisions of this Agreement or any other agreement User may have with Maxa are deemed to conflict with each other’s operation, Maxa shall have the sole right to elect which provision remains in force.
Maxa reserves all rights permitted to Maxa under this Agreement as well as under the provisions of any applicable law. Maxa’s non-enforcement of any particular provision or provisions of this Agreement or any applicable law should not be construed as a waiver of Maxa’s right to enforce that same provision under the same or different circumstances at any time in the future.
User may not assign User’s rights and/or obligations under this Agreement to any other party without Maxa’s prior written consent. Maxa may assign Maxa’s rights and/or obligations under this Agreement to any other party at Maxa discretion. All portions of this Agreement that would reasonably be believed to survive termination shall survive and remain in full force upon termination, including but not limited to the Limitation of Liabilities, Representation and Warranties, Disclaimers, User Content, Choice of Law, Indemnification, Access, all End User obligations, and Arbitration sections.
Maxa may terminate User’s access to the Platform or Services if Maxa determines the following: (1) User has violated any applicable Laws while using the Platform or Services; (2) User has violated any portion of this Agreement or any of the Services or Platform policies; or (3) where Maxa believes User’s current or future actions may legally harm Maxa, Maxa’s business interests or a relevant third party, at Maxa’s discretion. In the event of termination, Maxa will strive to provide User with a timely explanation; however, Maxa is not required to do so.
User may terminate this Agreement by closing User’s Account at any time upon thirty (30) days’ notice to Maxa. Closing User’s account does not relieve User from any obligations User may have to Maxa or a third party pursuant to this Agreement.
Maxa may amend this Agreement from time to time. When Maxa amends this Agreement, Maxa will update this page and indicate the date that it was last modified or Maxa may email User a notification of said update or change. User may refuse to agree to the amendments, but if User decides to not accept or consent to the amendments, then User must immediately cease using Maxa’s Platform or Services.
Maxa will not be liable or responsible for any delays in the Services, for failing to provide its Services or to operate the Platform or provide the Services as a result of any event beyond its reasonable control, including, without limitation, adverse weather conditions, internet outage or interruption of service, power or telecommunications outage, fire, flood, civil disobedience, government-ordered business closures, labor disruptions, strikes, lockouts, freight embargoes, terrorism, natural disaster, war, pandemics, or acts of God.
The communications between User and Maxa requires electronic means, whether User visits the Platform or sends Maxa e-mails, or whether Maxa posts notices on the Platform or communications with User via mobile notifications or e-mail. For contractual purposes, User (1) consents to receive communications from Maxa in an electronic form; and (2) agrees that all terms, conditions, agreements, notices, disclosures, and other communications that Maxa provides to User electronically satisfies any legal requirement that such communications would satisfy if it were to be in writing. The foregoing does not affect User’s statutory rights.
The Platform and the underlying information and technology may not be downloaded, accessed, or otherwise exported or re-exported (1) into (or to a national or resident of) any country to which the U.S. has currently embargoed goods; or (2) to anyone on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Table of Deny Orders. By downloading or using the Platform, User agrees to the foregoing and User represents and warrants that User is not located in, under the control of, or a national or resident of any such country or on any such list, and that User will otherwise comply with all applicable export control laws.
Where User has any questions, issues, or if User is having trouble accessing or using the Platform or Services, please contact Maxa at email@example.com or the address below.
Where any notices are required to be delivered, User’s address for such notices is User’s billing address, with an email copy to the email address that User has provided to Maxa. Maxa’s address for such notices is:
Maxa Designs, Inc.
3628 Grayburn rd.
Pasadena, CA 91107
Pursuant to California Civil Code Section 1789.3, any questions about pricing, complaints, or inquiries about Maxa must be sent to Maxa’s agent for notice as set forth above.
Lastly, if User is a California User, then User is also entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (916) 445-1254 or (800) 952-5210.
Where a User uses any Services or Platform, including but not limited to portions of the Services or Platform subject to the Maxa SaaS Agreement, such User shall be deemed an “End User”. End Users shall be subject to the additional terms as set forth within this Agreement. As an End User, End User may be able to use the Platform or Services to enter into transactions with another User or End User.
User must use the Services or Platform in a lawful manner, and must obey all laws, rules, and regulations including but not limited to the US federal and state laws (“Laws”) applicable to User’s use of the Services or Platform, and in compliance in all respects with any additional rules of the payment processors or banks that are utilized by Maxa to provide the Services or Platform. User may not use the Platform or Services to enable any person (including User) to benefit any activities Maxa has identified as a prohibited business or activity (collectively, “Prohibited Businesses”), which include any services for the benefit of a country, organization, entity, or person embargoed or blocked by any government, including those on sanctions lists identified by the United States Office of Foreign Asset Control (OFAC). If User is uncertain whether a category of business or activity is prohibited or have questions about how these restrictions apply to User, please contact Maxa.
Neither Maxa nor any other third party makes any representations or guarantees regarding Maxa’s users or End Users utilizing the Service or Platform. Use of Maxa’s Platform or Service in no way represents any endorsement by Maxa, of User’s, a user’s, or an End User’s existence, legitimacy, ability, policies, practices, or ability to pay. Maxa does not have control of, or liability for, goods or services that are paid for with or by way of use of the Services or Platform. Although Maxa offers the Platform or Services, Maxa is not a “money transmitter” as defined under 31 CFR 103.11(uu)(5) or any other United States federal or state law and User or End User shall not use Maxa or any Platform or Services offered by Maxa as a “money transmitter”.
Maxa is not a party to any contract or agreements created between or among User and another user or End User, each of whom are solely responsible for such contractual relationship. User agrees that it is solely responsible for verifying each user or End User it is interacting with, and verifying all elements of any transactions initiated with such user or End User, including transaction details and any errors or omissions. User is solely responsible for any losses that it may incur for any reason including but not limited to an inaccuracy, error, or fraud that may be incurred through the use of the Services or Platform, including without limitation, User’s failure to verify any transactions prior to using the Platform or Services.
By accepting the terms of this Agreement, User represents and warrants that: (a) User is eligible to register and use the Platform or Services and has the authority to execute and perform the obligations required by this Agreement; (b) any information User provides Maxa about User’s business is accurate, up-to-date, and complete; (c) User has a currently existing contractual relationship with Maxa and the transactions undertaken are for permitted products, services, or donations, and any related information accurately describes the transaction contemplated; (d) User will act in good faith to resolve all disputes with Maxa or any other user or End User; (e) User will comply with all Laws applicable to User’s business and to the use of the Platform or Services; (f) User’s employees, contractors and agents will at all times act consistently with the terms of this Agreement; (g) User will not use the Services or Platform for personal, or family or household purposes, for peer-to-peer money transmission; (h) User has obtained all requisite authorizations and approvals to consent to this Agreement; (i) User has authorized Maxa to withdraw any relevant funds or Fees, subject to Maxa’s SaaS Agreement, for which User has designated a payment method, including but not limited to withdrawals through the National Automated Clearing House (“ACH”); and (j) User will not use the Services or Platform, directly or indirectly, for any fraudulent or illegal undertaking, or in any manner that interferes with the normal operation of the Services or Platform.
Maxa currently collects “Fees” from Users for their use of portions of the Platform or Services, subject to Maxa’s SaaS Agreement, and Maxa reserves all rights to charge any other portions of the Platform or Services in the future. Where User participates in a transaction using a credit card with Maxa, Maxa’s third party payment processors may charge a credit card processing fee.
Maxa may use third party vendors or software providers (“Networks”) to assist in processing transactions for a User using the Services or Platform, or to provide any Services or Platform. User agrees to abide by all Network rules and instructions from such Networks when utilizing Maxa’s Platform or Services. Where such Network rules conflict with this Agreement, this Agreement shall control and supersede.
Where requested by Maxa, User shall cooperate with any reasonable requests to audit financial books and records of User in relation to User’s use of the Services or Platform.
Maxa does not collect taxes for any transactions, User agrees to pay for any taxes due and owing for any transactions made through the Services or Platform. User agrees to comply with any requests to submit any tax documentation, as requested by Maxa and shall reasonably assist Maxa with any requests related to its tax compliance. User agrees that Maxa cannot and will not provide User with any tax advice; any such questions should be directed to User’s tax attorney or other tax professional.
Nothing in this Agreement will be construed to create a partnership, joint venture, agency, or employer-employee relationship. During the course of this Agreement, User may not attempt to obligate Maxa in any manner or hold itself out to be a representative of Maxa in any capacity. For purposes of this Agreement, Maxa is solely a contractor to User or End User with respect to the rights, restrictions and obligations set forth in this Agreement, and is not a contracting party to any contractual relationship between and among User or End User and other users of the Maxa Platform or Services.