PLEASE
READ THIS UNIVERSAL TERMS OF SERVICE AGREEMENT CAREFULLY, AS IT
CONTAINS IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS AND REMEDIES.
1. OVERVIEW
This Universal Terms of Service Agreement (this “Agreement”)
is entered into by and between makebizservices.com, a
company and you, and is made effective as of the date of your use of
this website ("Site") or the date of electronic acceptance. This
Agreement sets forth the general terms and conditions of your use
of the Site and the products and services purchased or
accessed through this Site (individually and collectively, the
“Services”). Services
Agreements and additional policies apply to certain Services and are in
addition to (not in lieu of) this Agreement. In the event of a
conflict between the provisions of a Services Agreement and the
provisions of this Agreement, the provisions of the applicable Services
Agreement shall control.
The
terms “we”, “us” or “our” shall refer to . The terms
“you”, “your”, “User” or “customer” shall refer to any individual or
entity who accepts this Agreement, has access to your account or uses
the Services. Nothing in this Agreement shall be deemed to confer
any third-party rights or benefits.
2. MODIFICATION OF AGREEMENT, SITE OR SERVICES
may, in its sole and absolute discretion, change or modify
this Agreement, and any policies or agreements which are incorporated
herein, at any time, and such changes or modifications shall be
effective immediately upon posting to this Site. Your use of this Site
or the Services after such changes or modifications have been made shall
constitute your acceptance of this Agreement as last revised. If you do
not agree to be bound by this Agreement as last revised, do not use (or
continue to use) this Site or the Services. In addition,
may occasionally notify you of changes or modifications to this
Agreement by email. It is therefore very important that you keep your
shopper account (“Account”)
information current. assumes no liability or
responsibility for your failure to receive an email notification if such
failure results from an inaccurate email address. In addition,
may terminate Your use of Services for any violation or
breach of any of the terms of this Agreement by You.
reserves the right to modify, change, or discontinue any
aspect of this Site or the Services, including without limitation prices
and fees for the same, at any time.
3. ELIGIBILITY; AUTHORITY
This
Site and the Services are available only to individuals (“Users”) who
can form legally binding contracts under applicable law. By using
this Site or the Services, you represent and warrant that you are (i) at
least eighteen (18) years of age, (ii) otherwise recognized as
being able to form legally binding contracts under applicable law, or
(iii) are not a person barred from purchasing or receiving the Services
found under the laws of the United States or other applicable
jurisdiction.
If
you are entering into this Agreement on behalf of a corporate entity,
you represent and warrant that you have the legal authority to bind such
corporate entity to the terms and conditions contained in this
Agreement, in which case the terms "you", "your", "User" or "customer"
shall refer to such corporate entity. If, after your electronic
acceptance of this Agreement, finds that you do not have
the legal authority to bind such corporate entity, you will be
personally responsible for the obligations contained in this Agreement,
including, but not limited to, the payment obligations.
shall not be liable for any loss or damage resulting from
’s reliance on any instruction, notice, document or
communication reasonably believed by to be genuine and
originating from an authorized representative of your corporate entity.
If there is reasonable doubt about the authenticity of any such
instruction, notice, document or communication, reserves
the right (but undertakes no duty) to require additional authentication
from you. You further agree to be bound by the terms of this
Agreement for transactions entered into by you, anyone acting as your
agent and anyone who uses your account or the Services, whether or not
authorized by you.
4. YOUR ACCOUNT
In
order to access some of the features of this Site or use some of the
Services, you will have to create an Account. You represent and warrant
to that all information you submit when you create your
Account is accurate, current and complete, and that you will keep your
Account information accurate, current and complete. If
has reason to believe that your Account information is untrue,
inaccurate, out-of-date or incomplete, reserves the
right, in its sole and absolute discretion, to suspend or terminate your
Account. You are solely responsible for the activity that occurs
on your Account, whether authorized by you or not, and you must keep
your Account information secure, including without limitation your
customer number/login, password, Payment Method(s) (as defined below),
and shopper PIN. For security purposes, recommends
that you change your password and shopper PIN at least once every six
(6) months for each Account. You must notify
immediately of any breach of security or unauthorized use of your
Account. will not be liable for any loss you incur due to
any unauthorized use of your Account. You, however, may be liable for
any loss or others incur caused by your Account, whether
caused by you, or by an authorized person, or by an unauthorized person.
5. GENERAL RULES OF CONDUCT
You acknowledge and agree that:
i.
Your use of this Site and the Services , including any content you
submit, will comply with this Agreement, any applicable Services
Agreement or policy that may apply to your Services and all applicable
local, state, national and international laws, rules and regulations.
ii.
You will not collect or harvest (or permit anyone else to collect or
harvest) any User Content (as defined below) or any non-public or
personally identifiable information about another User or any other
person or entity without their express prior written consent.
iii.
You will not use this Site or the Services in a manner (as determined
by in its sole and absolute discretion) that:
- Is illegal, or promotes or encourages illegal activity;
- Promotes, encourages or engages in child pornography or the exploitation of children;
- Promotes, encourages or engages in terrorism, violence against people, animals, or property;
- Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
-
Violates
the Ryan Haight Online Pharmacy Consumer Protection Act of 2008 or
similar legislation, or promotes, encourages or engages in the sale or
distribution of prescription medication without a valid prescription;
-
Violates
the Fight Online Sex Trafficking Act of 2017 or similar legislation, or
promotes or facilitates prostitution and/or sex trafficking;
- Infringes on the intellectual property rights of another User or any other person or entity;
-
Violates
the privacy or publicity rights of another User or any other person or
entity, or breaches any duty of confidentiality that you owe to another
User or any other person or entity;
- Interferes with the operation of this Site or the Services found at this Site;
-
Contains
or installs any viruses, worms, bugs, Trojan horses or other code,
files or programs designed to, or capable of, disrupting, damaging or
limiting the functionality of any software or hardware; or
-
Contains
false or deceptive language, or unsubstantiated or comparative claims,
regarding or ’s Services.
iv.
You will not copy or distribute in any medium any part of this Site or
the Services , except where expressly authorized by .
v.
You will not modify or alter any part of this Site or the Services
found at this Site or any of its related technologies.
vi.
You will not access Content (as defined below) or User
Content through any technology or means other than through this Site
itself, or as may designate.
vii.
You agree to back-up all of your User Content so that you can access
and use it when needed. does not warrant that it backs-up
any Account or User Content, and you agree to accept as a risk the loss
of any and all of your User Content.
viii.
You will not re-sell or provide the Services for a commercial
purpose, including any of ’s related technologies, without
's express prior written consent.
ix.
You will not to circumvent, disable or otherwise interfere with the
security-related features of this Site or the Services found at this
Site (including without limitation those features that prevent or
restrict use or copying of any Content or User Content) or
enforce limitations on the use of this Site or the Services found at
this Site, the Content or the User Content therein.
x.
You agree to provide government-issued photo identification and/or
government-issued business identification as required for verification
of identity when requested.
xi.
You are aware that may from time-to-time call you about
your account, and that, for the purposes of any and all such call(s),
you may be subject to call recording and hereby consent to the same,
subject to any applicable laws and our restrictions and obligations
thereunder, including, where permissible, to record the entirety of such
calls regardless of whether asks you on any particular
call for consent to record such call. You further acknowledge and
agree that, to the extent permitted by applicable law, any such
recording(s) may be submitted as evidence in any legal proceeding in
which is a party. Further, by providing your
telephone or mobile number, you consent to receive marketing telephone
calls from or on behalf of that may be initiated by an
automatic telephone dialing system and/or use an artificial or
prerecorded voice. You understand that providing consent is not a
condition of purchasing any good or service from .
Similarly, by providing your mobile number, you consent to receive
marketing text messages from or on behalf of that may be
sent by an automatic telephone dialing system. You understand that
providing consent is not a condition of purchasing any good or service
from . Message and data rates may apply.
7. USER CONTENT
Some
of the features of this Site or the Services, including those Services
that are hosted with , may allow Users to view, post,
publish, share, store, or manage (a) ideas, opinions, recommendations,
or advice via forum posts, content submitted in connection with a
contest, product reviews or recommendations, or photos to be
incorporated into a social media event or activity (“User Submissions”),
or (b) literary, artistic, musical, or other content, including but not
limited to photos and videos (together with User Submissions, “User Content”).
All content submitted through your Account is consider User
Content. By posting or publishing User Content to this Site or to
or via the Services, you represent and warrant to that (i)
you have all necessary rights to distribute User Content via this Site
or via the Services, either because you are the author of the User
Content and have the right to distribute the same, or because you have
the appropriate distribution rights, licenses, consents, and/or
permissions to use, in writing, from the copyright or other owner of the
User Content, and (ii) the User Content does not violate the rights of
any third party. You shall be solely responsible for any and all of your
User Content or User Content that is submitted through your Account,
and the consequences of, and requirements for, distributing it.
User Submissions. You
acknowledge and agree that your User Submissions are entirely
voluntary, do not establish a confidential relationship or obligate
to treat your User Submissions as confidential or secret, that
has no obligation, either express or implied, to develop
or use your User Submissions, and no compensation is due to you or to
anyone else for any intentional or unintentional use of your User
Submissions, and that may be working on the same or
similar content, it may already know of such content from other sources,
it may simply wish to develop this (or similar) content on its own, or
it may have taken / will take some other action.
shall own exclusive rights (including all intellectual
property and other proprietary rights) to any User Submissions posted to
this Site, and shall be entitled to the unrestricted use and
dissemination of any User Submissions posted to this Site for any
purpose, commercial or otherwise, without acknowledgment or compensation
to you or to anyone else.
User Content Other Than User Submissions. By
posting or publishing User Content to this Site or through the
Services, you authorize to use the intellectual property
and other proprietary rights in and to your User Content to enable
inclusion and use of the User Content in the manner contemplated by this
Site and this Agreement. You hereby grant a
worldwide, non-exclusive, royalty-free, sublicensable (through multiple
tiers), and transferable license to use, reproduce, distribute, prepare
derivative works of, combine with other works, display, and perform your
User Content in connection with this Site, the Services and ’s
(and ’s affiliates’) business(es), including
without limitation for promoting and redistributing all or part of this
Site in any media formats and through any media channels without
restrictions of any kind and without payment or other consideration of
any kind, or permission or notification, to you or any third party. You
also hereby grant each User of this Site a non-exclusive license to
access your User Content (with the exception of User Content that you
designate “private” or “password protected”) through this Site, and to
use, reproduce, distribute, prepare derivative works of, combine with
other works, display, and perform your User Content as permitted through
the functionality of this Site and under this Agreement. The above
licenses granted by you in your User Content terminate within a
commercially reasonable time after you remove or delete your User
Content from this Site. You understand and agree, however, that may retain (but not distribute, display, or perform) server
copies of your User Content that have been removed or deleted. The above
licenses granted by you in your User Content are perpetual and
irrevocable. Notwithstanding anything to the contrary contained
herein, shall not use any User Content that has been
designated “private” or “password protected” by you for the purpose of
promoting this Site or ’s (or ’s affiliates’)
business(es). If you have a
website or other content hosted by , you shall retain all
of your ownership or licensed rights in User Content.
8. AVAILABILITY OF WEBSITE/SERVICES
Subject
to the terms and conditions of this Agreement and our other policies
and procedures, we shall use commercially reasonable efforts to attempt
to provide this Site and the Serviceson a twenty-four (24) hours a day,
seven (7) days a week basis. You acknowledge and agree that from time to
time this Site may be inaccessible or inoperable for any reason
including, but not limited to, equipment malfunctions; periodic
maintenance, repairs or replacements that we undertake from time to
time; or causes beyond our reasonable control or that are not reasonably
foreseeable including, but not limited to, interruption or failure of
telecommunication or digital transmission links, hostile network
attacks, network congestion or other failures. You acknowledge and agree
that we have no control over the availability of this Site or the
Service on a continuous or uninterrupted basis, and that we assume no
liability to you or any other party with regard thereto.
9. MONITORING OF CONTENT; ACCOUNT TERMINATION POLICY
generally does not pre-screen User Content (whether posted to
a website hosted by or posted to this Site).
However, reserves the right (but undertakes no duty) to do
so and decide whether any item of User Content is appropriate and/or
complies with this Agreement. may remove any item of User
Content (whether posted to a website hosted by or posted
to this Site) and/or terminate a User’s access to this Site or the
Services found at this Site for posting or publishing any material in
violation of this Agreement, or for otherwise violating this Agreement
(as determined by in its sole and absolute discretion), at
any time and without prior notice. may also terminate a
User’s access to this Site or the Services found at this Site if
has reason to believe the User is a repeat offender. If
terminates your access to this Site or the Services found
at this Site, may, in its sole and absolute discretion,
remove and destroy any data and files stored by you on its servers.
10. DISCONTINUED SERVICES; END OF LIFE POLICY
reserves the right to cease offering or providing any of the
Services at any time, for any or no reason, and without prior notice.
Although makes great effort to maximize the lifespan of
all its Services, there are times when a Service we offer will be
discontinued or reach its End-of-Life ("EOL"). If that is the case, that
product or service will no longer be supported by , in any
way, effective on the EOL date.
Notice and Migration. In
the event that any Service we offer has reached or will reach EOL, we
will attempt to notify you thirty or more days in advance of the EOL
date. It is your responsibility to take all necessary steps to replace
the Service by migrating to a new Service before the EOL date, or by
entirely ceasing reliance on said Service before the EOL date. In either
case, will either offer a comparable Service for you to
migrate to for the remainder of the term of your purchase, a prorated
in-store credit, or a prorated refund, to be determined by
in its sole and absolute discretion. may, with or without
notice to you, migrate you to the most up-to-date version of the
Service, if available. You agree to take full responsibility for any and
all loss or damage arising from any such migration.
No Liability. will not be liable to you or any third party for any
modification, suspension, or discontinuance of any of the Services we
may offer or facilitate access to.
11. ADDITIONAL RESERVATION OF RIGHTS
expressly reserves the right to deny, cancel, terminate,
suspend, lock, or modify access to (or control of) any Account or
Services for any reason (as determined by in its sole and
absolute discretion), including but not limited to the following: (i) to
correct mistakes made by in offering or delivering any
Services, (ii) to protect the integrity and stability, (iii) to assist
with our fraud and abuse detection and prevention efforts, (iv) to
comply with court orders against you and/or your domain name or website
and applicable local, state, national and international laws, rules and
regulations, (v) to comply with requests of law enforcement, including
subpoena requests, (vi) to comply with any dispute resolution process,
(vii) to defend any legal action or threatened legal action without
consideration for whether such legal action or threatened legal action
is eventually determined to be with or without merit, (viii) to avoid
any civil or criminal liability on the part of , its
officers, directors, employees and agents, as well as ’s
affiliates, including, but not limited to, instances where you have sued
or threatened to sue , or (ix) to respond to an excessive
amount of complaints related in any way to your Account, domain name(s),
or content on your website that could result in damage to ’s
business, operations, reputation or shareholders.
expressly reserves the right to review every Account for
excessive space and bandwidth utilization, and to terminate or apply
additional fees to those Accounts that exceed allowed levels.
expressly reserves the right to terminate, without notice to
you, any and all Services where, in 's sole discretion, you
are harassing or threatening and/or any of 's employees.
Content. Except
for User Content, the content on this Site and the Services , including
without limitation the text, software, scripts, source code, API,
graphics, photos, sounds, music, videos and interactive features and the
trademarks, service marks and logos contained therein (“ Content”),
are owned by or licensed to in perpetuity, and are
subject to copyright, trademark, and/or patent protection in the United
States and foreign countries, and other intellectual property rights
under United States and foreign laws. Content is provided
to you “as is”, “as available” and “with all faults” for your
information and personal, non-commercial use only and may not be
downloaded, copied, reproduced, distributed, transmitted, broadcast,
displayed, sold, licensed, or otherwise exploited for any purposes
whatsoever without the express prior written consent of .
No right or license under any copyright, trademark, patent, or other
proprietary right or license is granted by this Agreement.
reserves all rights not expressly granted in and to the
Content, this Site and the Services, and this Agreement do not transfer
ownership of any of these rights.
12. LINKS TO THIRD-PARTY WEBSITES
This
Site and the Services found at this Site may contain links to
third-party websites that are not owned or controlled by .
assumes no responsibility for the content, terms and
conditions, privacy policies, or practices of any third-party websites.
In addition, does not censor or edit the content of any
third-party websites. By using this Site or the Services found at this
Site, you expressly release from any and all liability
arising from your use of any third-party website. Accordingly,
encourages you to be aware when you leave this Site or the
Services found at this Site and to review the terms and conditions,
privacy policies, and other governing documents of each other website
that you may visit.
13. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOU
SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE
SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE
AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS
AVAILABLE” AND “WITH ALL FAULTS”. ,
ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD
PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS
OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF
TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND
NON-INFRINGEMENT. ,
ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS
OR WARRANTIES ABOUT (I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS
SITE, (II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED
(THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE,
AND/OR (III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED
(THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
14. LIMITATION OF LIABILITY
IN NO EVENT SHALL ,
ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY
SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR
ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL
DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM (I) THE ACCURACY,
COMPLETENESS, OR CONTENT OF THIS SITE, (II) THE ACCURACY, COMPLETENESS,
OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING
OR OTHERWISE) TO THIS SITE, (III) THE SERVICES FOUND AT THIS SITE OR ANY
SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO
THIS SITE, (IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE
WHATSOEVER, (V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER, (VI) ANY
UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT,
PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND
DATA STORED THEREIN, (VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO
OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER
ADVERTISING OR OTHERWISE) TO THIS SITE, (VIII) ANY VIRUSES, WORMS, BUGS,
TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS
SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR
OTHERWISE) TO THIS SITE, (IX) ANY USER CONTENT OR CONTENT THAT IS
DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED
CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE,
AND/OR (X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR
USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON
WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND
WHETHER OR NOT IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
15. INDEMNITY
You
agree to protect, defend, indemnify and hold harmless and
its officers, directors, employees, agents, and third party
service providers from and against any and all claims, demands,
costs, expenses, losses, liabilities and damages of every kind and
nature (including, without limitation, reasonable attorneys’ fees)
imposed upon or incurred by directly or indirectly arising
from (i) your use of and access to this Site or the Services found at
this Site; (ii) your violation of any provision of this Agreement or the
policies or agreements which are incorporated herein; and/or (iii) your
violation of any third-party right, including without limitation any
intellectual property or other proprietary right. The
indemnification obligations under this section shall survive any
termination or expiration of this Agreement or your use of this Site or
the Services found at this Site.
16. COMPLIANCE WITH LOCAL LAWS
makes no representation or warranty that the content
available on this Site or the Services found at this Site are
appropriate in every country or jurisdiction, and access to this Site or
the Services found at this Site from countries or jurisdictions where
its content is illegal is prohibited. Users who choose to access
this Site or the Services found at this Site are responsible for
compliance with all local laws, rules and regulations.
17. UNCLAIMED PROPERTY; DORMANCY CHARGES
Please
be advised that if a customer has an outstanding account balance (a
credit positive balance) for three (3) years or more for any reason, and
(i) is unable to issue payment to such customer or (ii)
issued payment to such customer in the form of a paper
check, but the check was never cashed, then shall turn
over such account balance to the State of Arizona in accordance with
state law. You acknowledge and agree that in either case (i) or
(ii) above, may withhold a dormancy charge in an amount
equal to the lesser of $25.00 or the total outstanding account balance
associated with such customer.
18. SUCCESSORS AND ASSIGNS
This
Agreement shall be binding upon and inure to the benefit of the parties
hereto and their respective heirs, successors and assigns.
19. NO THIRD-PARTY BENEFICIARIES
Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
20. ENGLISH LANGUAGE CONTROLS
This
Agreement, along with all policies and the applicable product
agreements identified above and incorporated herein by reference
(collectively, the “Agreement”), is executed in the English language. To
the extent any translation is provided to you, it is provided for
convenience purposes only, and in the event of any conflict between the
English and translated version, where permitted by law, the English
version will control and prevail. Where the translated version is
required to be provided to you and is to be considered binding by law
(i) both language versions shall have equal validity, (ii) each party
acknowledges that it has reviewed both language versions and that they
are substantially the same in all material respects, and (iii) in the
event of any discrepancy between these two versions, the translated
version may prevail, provided that the intent of the Parties has been
fully taken into consideration.
21. CONTACT INFORMATION
If you have any questions about this Agreement, please contact us by email or regular mail at the following address:
Legal Department , ,.
22. FOR INDIA RESIDENTS ONLY
You
expressly agree that: (i) (or its service provider) may
contact you by phone in order to resolve your complaint or dispute, or
your current service or billing issue; and (ii) in order to resolve such
complaint, dispute or issue, may use and may disclose to
its service provider the following information: call recordings,
customer name, phone number(s) and contact preferences, tenure of your
relationship with , products used, and information about
the nature of your complaint, dispute, or service issue.
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