Effective December 4, 2019
IMPORTANT! PLEASE CAREFULLY READ THESE TERMS BEFORE USING THE MAXX PLATFORM, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. YOU AGREE TO THESE TERMS BY ACCESSING OR USING THE MAXX PLATFORM. IF YOU DO NOT AGREE TO BE BOUND BY ALL OF THESE TERMS, DO NOT USE THE MAXX PLATFORM.
When using particular services or features of the Maxx Platform, in addition to these Terms, separate guidelines document, payment terms, end user license agreement, and leasing or other agreement with Maxx Companies may apply to your use of that feature or service (“Additional Terms”). To the extent there is a conflict between these Terms and any Additional Terms, the Additional Terms will control unless the Additional Terms expressly state otherwise.
OWNERSHIP OF MAXX PLATFORM CONTENT
Unless otherwise explicitly specified, all materials that are included in or are otherwise a part of the Maxx Platform, including past, present and future versions, domain names, source and object code and the “look and feel” of the Maxx Platform ("Platform Content") are owned, controlled or licensed by Maxx Companies, their subsidiaries or affiliates, and are protected from unauthorized use, copying and dissemination by copyright, trademark, patent, and other laws, rules, regulations and treaties.
The Platform Content may not be copied, reproduced, downloaded or distributed in any way, in whole or in part, except with the express permission of Maxx Companies as is expressly provided in these Terms. Any unauthorized use of the Platform Content is prohibited.
YOUR LICENSE TO USE PLATFORM CONTENT ON OUR MAXX PLATFORM
Maxx Companies grants you a limited, personal, non-exclusive, non-commercial, revocable and non-transferable license to view and play the Platform Content, except as may be specifically restricted by purchase or similar requirements. This license is subject to your full compliance with these Terms, including your agreement to: (a) keep intact all copyright and other proprietary notices; (b) make no modifications to the Platform Content; and (c) not copy or adapt any object code associated with the Maxx Platform or reverse engineer, modify or attempt to discover any source code associated with the Maxx Platform, nor allow or assist any third party to do so (whether or not for your benefit). You also agree that you will not, including by use of any robot, scraper, or other data mining technology or process, frame, mask, extract data or other materials from, copy or distribute the Platform Content (except as may be a result of standard search engine or Internet browser usage).
MEMBERSHIP, REGISTRATION & ACCESS CONTROLS
If you register with us, you agree you will not sell or otherwise transfer your membership or any membership rights. Maxx Companies reserve the sole right (but is under no obligation) to update, modify, replace, or alter any of the Maxx Platform, in whole or in part, from time to time without any liability to you. Various updates or upgrades may be offered to you, and may be offered to you for a separate fee, and the applicable updates or upgrades may be accompanied by additional terms and conditions. You are under no obligation to accept any update or upgrade for which a fee may be charged; provided, however, that you acknowledge that Maxx Companies may, in their sole discretion, cease to operate any of the Maxx Platform or features within the Maxx Platform or older versions of the features and Maxx Platform. Maxx Companies reserve the right to terminate your account or otherwise deny you access in their sole discretion without notice.
You agree that you will be responsible for obtaining and maintaining all telephone, computer hardware and other equipment needed to access and use the Maxx Platform. You also agree to comply with all rules, laws and regulations that are applicable to your use of the Maxx Platform, including, without limitation, those governing your transmission or use of any software or data.
INFORMATION AND CONTENT YOU SUBMIT
The Maxx Platform may provide you the opportunity to post content publicly ("Resident Forums"), including, without limitation, on forums in connection with your residence or a contest or promotion or through other interactive features on the Maxx Platform. The Resident Forums allow users to post content and send direct messages to other users or otherwise communicate with Maxx Companies and Maxx Platform users through the Maxx Platform (collectively, "User Content").
You agree that you either: (i) own the rights to the User Content you submit and the right to grant all of the rights and licenses in these Terms; or (ii) you have all necessary rights and licenses from the owner(s) of these rights to enter into these Terms and grant Maxx Companies the license below. Upon Maxx Companies’ request, you will furnish Maxx Companies any documentation, substantiation or releases necessary to verify your compliance with these Terms.
Maxx Companies are not responsible for the substance of any User Content and such User Content does not necessarily reflect the views of Maxx Companies. Maxx Companies are under no obligation to monitor User Content but may do so in its sole discretion, and may remove or refuse to post any User Content for any reason in its sole discretion.
You remain the owner of your User Content, but you acknowledge that Maxx Companies must have a license from you in order to accept your User Content. Accordingly, you grant to Maxx Companies an unrestricted, worldwide, irrevocable, perpetual, transferable and royalty-free license (but not obligation) to host, use, copy, distribute, display, perform, modify, translate, store or otherwise exploit all or any portion of your User Content for any purpose whatsoever in all formats, on or through any media, technology or device now known or hereafter developed.
You further agree that Maxx Companies are free to use any ideas or concepts contained in any User Content for any purposes whatsoever, including, without limitation, developing, manufacturing and marketing products and services; and creating informational articles, without any payment of any kind to you. You authorize Maxx Companies to publish your User Content in a searchable format that may be accessed by users of the Maxx Platform and the Internet. This may include User Content that you submit through our accounts on social media websites (e.g., Facebook, Instagram, LinkedIn, and Yelp). To the fullest extent permitted, you waive any moral rights you may have in any User Content you submit, even if such User Content is altered or changed in a manner not agreeable to you.
You acknowledge that Maxx Companies may be working on or developing material similar or the same in nature to your User Content and that Maxx Companies may have received similar or the same intellectual property rights from another party. Maxx Companies owe you no obligation connected to your submissions unless you and Maxx Companies enter a written agreement to that effect. Any discussion or negotiations between you and Maxx Companies regarding your submissions does not constitute recognition of the novelty or originality of your User Content.
You agree that Maxx Companies have no obligation to monitor or enforce your intellectual property rights to your User Content but has the right to protect and enforce its and its licensees' rights to your User Content. You further acknowledge and agree that Maxx Companies will not have any obligation to you with regard to User Content and that Maxx Companies may or may not monitor, display or accept your User Content and may delete it at any time.
USER INTERACTIONS AND DISPUTES
You are solely responsible for your interaction with other users of the Maxx Platform, whether online or offline. We are not responsible or liable for the conduct of any user. Where you engage in any transaction for the sale of goods with another user, the Maxx Platform merely serves as a third party platform through which you can buy or sell products and you agree that the Maxx Companies are not responsible for examining or warranting the listings or content provided by other users through the Maxx Platform, and that you will not attempt to hold Maxx Companies liable for inaccuracies. As a seller, you agree to ensure that content directly associated with your listings is accurate. To the extent permitted by applicable law, the Maxx Companies are not responsible for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, other intangible losses, or any special, indirect, or consequential damages) resulting directly or indirectly from a transaction for the sale of goods between you and another Maxx Platform user.
We reserve the right, but have no obligation, to monitor or become involved in disputes between you and other users. Exercise common sense and your best judgment in your interactions with others, when you submit or post any personal or other information, when you engage in a transaction to sell and/or purchase goods, and in all other online activities.
ACCEPTABLE USE POLICY: RESIDENT FORUM USAGE RULES
When you contribute, upload or otherwise provide User Content to the Maxx Platform, you agree to comply with the following Resident Forum Usage Rules ("Rules"):
User Content must be yours. All User Content must be original with you, not copied from someone else's work, and you must have all rights in the User Content; OR, all persons who contributed in any way or have any rights to your User Content or otherwise appear in the User Content have given you permission to upload and distribute the User Content on the Maxx Platform and elsewhere.
No pictures or images of anyone but you and your friends and family. If you choose to upload photos to the Maxx Platform, link to embedded videos, or include other images of real people, make sure they are of you or of you and someone you know but only with their express permission to post it.
Don't upload third party materials. Your User Content should not contain any visible logos, phrases or trademarks or other third party materials. Do not use any User Content that belongs to other people and pass it off as your own. This includes any content that you might have found elsewhere on the Internet.
No music. Your User Content may not contain any music unless the work and performance is original to you and/or you have all rights to the musical work (including any performances). No jingles, sampling or otherwise.
Keep it relevant. Your User Content should relate to the content on the Maxx Platform and should be intended to add to the discussion and community on the Maxx Platform.
Please follow codes of social decency. Express yourself with non-offensive individual self-expression. Be respectful of others' opinions and comments so we can continue to build a community for everyone to enjoy. If you think your User Content might offend someone, chances are it probably will and it doesn't belong on the Maxx Platform. Cursing, flaming, harassing, stalking, posting insulting comments, personal attacks, gossip or similar actions are prohibited. Your User Content may not threaten, abuse or harm others. Your User Content may not include any negative comments that are connected to race, national origin, gender, sexual orientation or physical handicap or that are defamatory, slanderous, indecent, obscene, pornographic or sexually explicit.
Do not post User Content to the Maxx Platform for commercial purposes. Your User Content may not advertise or promote a product or service except those provided on the Maxx Platform. You may not use your User Content to raise money for anyone or for a pyramid or other multi-tiered marketing scheme.
Do not upload User Content that is inappropriate or illegal. Your User Content may not promote any illegal activity. Do not offer any illegal items for sale. If someone could go to jail for taking action suggested by your User Content, don't upload or post it. If you do upload or post User Content that is illegal or in violation of applicable law, we reserve the right to take action that we deem appropriate, in our sole discretion, including reporting you to the proper governmental authorities.
No violence. Your User Content may not promote violence or describe how to perform a violent act.
Be honest and do not misrepresent yourself or your User Content. Do not impersonate any other person, user or company or upload or post User Content that you know is false, fraudulent, deceptive, inaccurate, misleading or that misrepresents your identity or affiliation with a person or company.
Public forum. We hope that you will use the Resident Forums to exchange information and content and have discussions with other members. However, please remember that the Resident Forum is a public forum and User Content that you post on the Resident Forum will be accessible and viewable by other users. Do not post personal information (e.g., full name, password, phone number, address, e-mail address or other personally identifiable information or contact information).
Don't share other people's personal information. Your User Content may not reveal another person's address, phone number, e-mail address, credit card number or any information that may be used to track, contact, or impersonate that individual or that is extremely personal in nature.
Don't damage the Maxx Platform or anyone's computers. User Content may not contain viruses, Trojan horses, spyware or any other technologies that could impact the operation of the Maxx Platform or any computer system.
In cases where you feel threatened or believe someone else is in danger, you should contact your local law enforcement agency immediately.
REPORTING COPYRIGHT AND OTHER INTELLECTUAL PROPERTY VIOLATIONS
You may not use a Maxx Platform for any purpose or in any manner that infringes the rights of any third party. Maxx Companies encourage you to report any content on a Maxx Platform that you believe infringes your rights. Only the intellectual property rights owner or person authorized to act on behalf of the owner can report potentially infringing content. If you have a good faith belief that content on a Maxx Platform infringes your copyright, trademark, or other intellectual property rights, please follow the procedures set forth below.
In accordance with the Digital Millennium Copyright Act of 1998 (the "DMCA"), Maxx Companies have a designated agent for receiving notices of copyright infringement and Maxx Companies follows the notice and take down procedures of the DMCA. If you believe that your work has been copied in a way that constitutes copyright infringement, please provide Maxx Companies’ copyright agent the following information required by the Online Copyright Infringement Liability Limitation Act of the DMCA, 17 U.S.C. 512: (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 information reasonably sufficient to permit us to locate the material; (d) information reasonably sufficient to permit us to contact the complaining party; (e) a statement that the complaining party has 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 that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
If you believe that any content on a Maxx Platform violates your rights other than copyrights, please provide Maxx Companies with at least the following information: (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 material that is claimed to be infringing or to be the subject of infringing activity and information reasonably sufficient to permit us to locate the material; (c) an explanation of what rights you own/have and why you believe the content infringes your rights sufficient for us to evaluate your complaint; and (d) accurate contact information for you.
Please send your notice of claims of copyright infringement on or regarding a Maxx Platform or other complaint regarding alleged violation of rights to Maxx Companies’ copyright agent, who can be reached as follows:
Name: Jeremy Eichel
Mailing Address: JRD Management Corp. d/b/a/ Maxx Properties, 600 Mamaroneck Avenue, Harrison, New York 10528Phone: (914) 899-8000E-mail Address: email@example.com
NOTE: This contact information is for inquiries regarding potential copyright and other infringement only.
We have a policy of terminating the accounts of users who (in our reasonable discretion) are repeat infringers. It is often difficult to determine if your intellectual property rights have been violated or if the DMCA requirements have been met. We may request additional information before we remove any infringing material. If a dispute develops as to the correct owner of the rights in question, we reserve the right to remove your content along with that of the alleged infringer pending resolution of the matter.
Maxx Companies will provide you with notice if your materials have been removed based on a third party complaint of alleged infringement of the third party's intellectual property rights.
Some features or portions of the Maxx Platform may enable you to make payments. All payments are subject to any applicable payment terms in your agreement with Maxx Companies. You agree to pay all fees and charges that you incur or that are incurred through your account. Unless otherwise noted, all currency references are in U.S. dollars.
SOCIAL DISTRIBUTION AND WIDGETS
Maxx Companies may allow you – but only through express written permission – to engage in certain personal uses of Platform Content that include the ability to share Platform Content with others ("Social Distribution"). For example, a Maxx Platform may allow you to send Platform Content to friends, display Platform Content on your personal web site or post Platform Content on a third party web site. You understand that only Maxx Companies can make claims, promises or statements on behalf of Maxx Companies about their products and services and agree not to do so. You also agree that you will not imply that you and Maxx Companies are affiliated in any way or that Maxx Companies approve of your comments. We reserve the right to revoke our permission for Social Distribution at any time and for any reason and you agree to immediately cease Social Distribution upon notice of revocation and to comply with any terms we post in connection the Social Distribution of Platform Content.
Similarly, a Maxx Platform may provide content that you may choose to embed on your personal web page, third party web site or social networking site by pasting the HTML or other code provided by us (typically labeled as an embed code) (“Widgets”). Widgets are Platform Content and subject to the limited, revocable license described above. We may discontinue providing the services necessary for the Widgets to operate or we may disable Widgets you have embedded at any time for any reason without any liability to you. You agree that our permission to you to use Widgets on your personal web page does not provide you (or any third party) with any intellectual property rights in or to the Widget or any Platform Content made available via any Widget.
NOTICE TO THIRD PARTY SITES: Any Platform Content made available in connection with your web page, social networking site, or otherwise, by our Widgets, third party widgets or otherwise is our exclusive property and no grant of any intellectual property rights is made by us. We retain the right to demand that you cease any use of our Platform Content upon notice.
THIRD PARTY LINKS, CONTENT AND APPLICATIONS
There may be links from the Maxx Platform, or from communications you receive from the Maxx Platform, to third party web sites or online features. When you purchase products or services through such a third party store, your billing relationship will be with the third party and additional terms imposed by the third party may apply to your purchase. The Maxx Platform also may include third party content that we do not control, maintain or endorse.
Functionality on the Maxx Platform may also permit interactions between the Maxx Platform and a third party web site or online feature, including applications that connect the Maxx Platform or your profile on the Maxx Platform with a third party site (including, but not limited to, Facebook, LinkedIn, and Yelp). For example, the Maxx Platform may include a feature that lets you post to your social networking page a link to Platform Content or the ability to share content from the Maxx Platform or your User Content posted on the Maxx Platform with a third party, which may be publicly posted on that third party’s web site. Using this functionality typically requires you to login to your account on the third party site. We do not control any of these third party sites or any of their content. Accordingly, you expressly acknowledge that we make no representation or warranties about the completeness, accuracy, or existence of any advertising, products, or other materials on or available from third party sites or online features and any reliance placed by you on such materials is at your own risk. If you choose to use applications that connect a Maxx Platform or your profile on a Maxx Platform with a third party site, you acknowledge and agree that you are consenting to the information about your account being shared; and that your use of these third party applications may cause information about you to be publicly disclosed. NEITHER MAXX COMPANIES NOR THEIR SERVICE PROVIDERS ARE RESPONSIBLE FOR THE PRACTICES OF ANY THIRD PARTY. YOUR CORRESPONDENCE AND BUSINESS DEALINGS WITH THIRD PARTIES FOUND THROUGH THE MAXX PLATFORM INCLUDING, WITHOUT LIMITATION, THE PAYMENT AND DELIVERY OF PRODUCTS AND SERVICES, AND ANY TERMS, CONDITIONS, WARRANTIES AND REPRESENTATIONS ASSOCIATED WITH ANY SUCH DEALINGS, ARE SOLELY BETWEEN YOU AND THE THIRD PARTY. YOU ACKNOWLEDGE AND AGREE THAT MAXX COMPANIES ARE NOT LIABLE FOR ANY LOSS OR DAMAGE WHICH MAY BE INCURRED BY YOU AS A RESULT OF YOUR INTERACTION WITH ANY THIRD PARTY.
Maxx Companies grant you the revocable permission to link to the Maxx Platform; provided, however, that any link to the Maxx Platform: (a) must not frame or create a browser or border environment around any of the content on the Maxx Platform or otherwise mirror any part of the Maxx Platform; (b) must not imply that Maxx Companies or the Maxx Platform are endorsing or sponsoring any third party or its products or services, unless Maxx Companies have given the third party prior written consent; (c) must not present false information about, or disparage, tarnish, or otherwise, in Maxx Companies’ sole opinion, harm Maxx Companies or their products or services; (d) must not use any Maxx Companies trademarks without the prior written permission from Maxx Companies; (e) must not contain content that could be construed as distasteful, offensive or controversial or otherwise objectionable (in Maxx Companies’ sole opinion); and (f) must be owned and controlled by you or the person or entity placing the link, or otherwise permit you to enable such link subject to these Terms. By linking to the Maxx Platform, you agree that you do and will continue to comply with the above linking requirements. Notwithstanding anything to the contrary contained in these Terms, Maxx Companies reserve the right to prohibit linking to the Maxx Platform for any reason in our sole and absolute discretion.
The Maxx Platform may offer features that are available to you via your mobile phone or other mobile device. These features may include the ability to make payments, communicate with us and other registered users, submit maintenance requests, reserve community amenities, track packages, renew your lease, interact and post content through the Resident Forum, or otherwise access Maxx Platform features (collectively, “Mobile Features”). We may serve you some or all of our Mobile Features through an application that is owned and operated by a third party developer. Message and data rates and other carrier fees may apply. Fees and charges will appear on your mobile device bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Mobile Features and certain Mobile Features may be incompatible with your carrier or mobile device. Please contact your carrier with questions regarding these issues. As applicable, instructions regarding how to opt-out of Mobile Features will be disclosed in connection with Mobile Features. For example, the instructions may require you to text a keyword (e.g. “STOP”) to the applicable short code for the Mobile Feature.
You agree that the Mobile Features for which you are registered may send communications to your mobile device regarding Maxx or other parties. Further, we may collect information related to your use of the Mobile Features. If you have registered for Mobile Features, you agree to notify Maxx of any changes to your mobile number and update your account(s) on the Maxx Platform to reflect this change.
SWEEPSTAKES, CONTESTS, PROMOTIONS
The Maxx Platform may contain or offer sweepstakes or other promotions, which may be governed by a separate set of rules that describe the sweepstakes or promotion and may have eligibility requirements, such as certain age or geographic area restrictions. It is your responsibility to read those rules to determine whether or not your participation, registration or entry will be valid and to determine the sponsor's requirements of you in connection with the applicable sweepstakes or promotion.
DISCLAIMER OF WARRANTIES; WAIVER
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE MAXX PLATFORM, INCLUDING, WITHOUT LIMITATION, THE PLATFORM CONTENT, ARE PROVIDED ON AN "AS IS", "AS AVAILABLE" AND "WITH ALL FAULTS" BASIS. TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, MAXX COMPANIES AND THEIR AFFILIATED OR SUBSIDIARY ENTITIES, VENDORS AND THE DIRECTORS, OFFICERS, EMPLOYEES OR OTHER REPRESENTATIVES OF EACH OF THEM (COLLECTIVELY, THE " MAXX COMPANIES PARTIES") MAKE NO REPRESENTATIONS OR WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, AS TO: (A) THE MAXX PLATFORM OR THE PLATFORM CONTENT; (B) USER CONTENT; AND/OR (C) SECURITY ASSOCIATED WITH THE TRANSMISSION OF INFORMATION TO MAXX COMPANIES OR VIA THE MAXX PLATFORM. IN ADDITION, TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, THE MAXX COMPANIES PARTIES HEREBY DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, CUSTOM, TRADE, QUIET ENJOYMENT, SYSTEM INTEGRATION AND FREEDOM FROM COMPUTER VIRUS.
THE MAXX COMPANIES PARTIES DO NOT REPRESENT OR WARRANT THAT THE MAXX PLATFORM WILL BE ERROR-FREE OR UNINTERRUPTED; THAT DEFECTS WILL BE CORRECTED; OR THAT THE MAXX PLATFORM OR THE SERVER THAT MAKES THE MAXX PLATFORM AVAILABLE IS FREE FROM ANY HARMFUL COMPONENTS, INCLUDING, WITHOUT LIMITATION, VIRUSES. THE MAXX COMPANIES PARTIES DO NOT MAKE ANY REPRESENTATIONS OR WARRANTIES THAT THE INFORMATION (INCLUDING ANY INSTRUCTIONS) ON THE MAXX PLATFORM ARE ACCURATE, COMPLETE, OR USEFUL. YOU ACKNOWLEDGE THAT YOUR USE OF THE MAXX PLATFORM IS AT YOUR SOLE RISK. THE MAXX COMPANIES PARTIES DO NOT WARRANT THAT YOUR USE OF A MAXX PLATFORM IS LAWFUL IN ANY PARTICULAR JURISDICTION, AND THE MAXX COMPANIES PARTIES SPECIFICALLY DISCLAIM SUCH WARRANTIES.
BY ACCESSING OR USING A MAXX PLATFORM YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE MAXX PLATFORM.
THE MAXX COMPANIES PARTIES DO NOT ENDORSE USER CONTENT AND ARE NOT RESPONSIBLE FOR USER CONTENT.
LIMITATION OF LIABILITY; WAIVER
TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, YOU AGREE THAT UNDER NO CIRCUMSTANCES WILL THE MAXX COMPANIES PARTIES BE LIABLE TO YOU OR ANYONE ELSE FOR INDIRECT, ECONOMIC, SPECIAL, INCIDENTAL OR CONSEQUENTIAL LOSS OR DAMAGES RELATED TO: (A) THE MAXX PLATFORM OR THE PLATFORM CONTENT; (B) USER CONTENT; (C) YOUR USE OF, INABILITY TO USE, OR THE PERFORMANCE OF THE MAXX PLATFORM, SUCH AS INABILITY TO MAKE PAYMENT ON THE DATE IT IS DUE; (D) ACTION TAKEN IN CONNECTION WITH AN INVESTIGATION BY THE MAXX COMPANIES PARTIES OR LAW ENFORCEMENT AUTHORITIES REGARDING YOUR USE OF THE MAXX PLATFORM; (E) ACTION TAKEN IN CONNECTION WITH COPYRIGHT OR OTHER INTELLECTUAL PROPERTY OWNERS; (F) ANY ERRORS OR OMISSIONS IN THE MAXX PLATFORM’S TECHNICAL OPERATION; OR (G) ANY DAMAGE THAT RESULTS FROM EVENTS BEYOND OUR REASONABLE CONTROL, SUCH AS DAMAGES TO ANY USER'S COMPUTER, MOBILE DEVICE, OR OTHER EQUIPMENT OR TECHNOLOGY INCLUDING, WITHOUT LIMITATION, DAMAGE FROM ANY SECURITY BREACH OR FROM ANY VIRUS, BUGS, TAMPERING, FRAUD, ERROR, OMISSION, INTERRUPTION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER LINE OR NETWORK FAILURE OR ANY OTHER TECHNICAL OR OTHER MALFUNCTION, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOST PROFITS, LOSS OF GOODWILL, LOSS OF DATA, WORK STOPPAGE, ACCURACY OF RESULTS, OR COMPUTER FAILURE OR MALFUNCTION, EVEN IF FORESEEABLE OR EVEN IF THE MAXX COMPANIES PARTIES HAVE BEEN ADVISED OF OR SHOULD HAVE KNOWN OF THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, IN NO EVENT WILL THE MAXX COMPANIES PARTIES TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES OR CAUSES OR ACTION EXCEED THE AMOUNT OF TEN UNITED STATES DOLLARS ($10.00). THE PRIOR LIMITATION ON DAMAGES IS NOT INTENDED TO LIMIT THE MAXX COMPANIES PARTIES’ OBLIGATION TO PAY PREVAILING PARTY COSTS OR FEES IF RECOVERABLE PURSUANT TO APPLICABLE LAW. THE LIMITATIONS SET FORTH IN THIS SECTION WILL NOT LIMIT OR EXCLUDE THE MAXX COMPANIES PARTIES’ LIABILITY FOR THE MAXX COMPANIES PARTIES’ GROSS NEGLIGENCE, FRAUD OR INTENTIONAL, WILLFUL, MALICIOUS OR RECKLESS MISCONDUCT.
YOU AGREE THAT IN THE EVENT YOU INCUR ANY DAMAGES, LOSSES OR INJURIES THAT ARISE OUT OF MAXX COMPANIES’ ACTS OR OMISSIONS, THE DAMAGES, IF ANY, CAUSED TO YOU ARE NOT IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION PREVENTING ANY EXPLOITATION OF ANY WEB SITE, BOOK, PROPERTY, PRODUCT, PROGRAM, SERVICE, OR OTHER AUDIO/VISUAL CONTENT OWNED OR CONTROLLED BY THE MAXX COMPANIES PARTIES, AND YOU WILL HAVE NO RIGHTS TO ENJOIN OR RESTRAIN THE DEVELOPMENT, PRODUCTION, DISTRIBUTION, ADVERTISING, EXHIBITION OR EXPLOITATION OF ANY WEB SITE, PROPERTY, PRODUCT, SERVICE, OR OTHER PLATFORM CONTENT OWNED OR CONTROLLED BY THE MAXX COMPANIES PARTIES.
Maxx Companies reserve the right to terminate your access to and use of the Maxx Platform in their sole discretion, without notice and liability, including, without limitation, if Maxx Companies believe your conduct violates these Terms. Maxx Companies also reserve the right to investigate suspected violations of these Terms, including, without limitation, any violation arising from any e-mails you send to the Maxx Platform or Maxx Companies. Any violation of these Terms may be referred to law enforcement authorities.
LOCATION OF THE MAXX PLATFORM AND TERRITORIAL RESTRICTIONS
Maxx Companies control and operates the Maxx Platform from offices located in the United States and makes no representations or warranties that the information, products or services contained on the Maxx Platform are appropriate for use or access in other locations. The information provided on the Maxx Platform are not intended for distribution to, or use by, any person or entity in any jurisdiction or country where such distribution or use would be contrary to law or regulation or which would subject Maxx Companies to any registration requirement within such jurisdiction or country. Anyone using or accessing the Maxx Platform from outside the United States does so on their own initiative and is responsible for compliance with United States' and local laws regarding online conduct and acceptable content, if and to the extent such laws are applicable. We reserve the right to limit the availability of the Maxx Platform or any portion of the Maxx Platform, to any person, geographic area, or jurisdiction, at any time and in our sole discretion, and to limit the quantities of any content, program, product, service or other feature that we provide.
Software related to or made available by the Maxx Platform may be subject to United States export controls. Thus, no software from the Maxx Platform may be downloaded, exported or re-exported: (a) into (or to a national or resident of) Cuba, North Korea, Iran, Syria or any other country to which the United States has embargoed goods or that has been designated by the U.S. government as “terrorist supporting”; or (b) 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 any software related to this Maxx Platform, you represent and warrant that you are not located in, under the control of, or a national or resident of, any such country or on any such list.
ARBITRATION AGREEMENT/GOVERNING LAW/CLASS ACTION WAIVER/DISPUTE RESOLUTION
BOTH YOU AND MAXX COMPANIES WAIVE THE RIGHT TO A TRIAL BY JURY AND THE RIGHT TO BRING OR RESOLVE ANY DISPUTE AS A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION. BOTH YOU AND MAXX COMPANIES WAIVE THE RIGHT TO PARTICIPATE IN A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION RELATED ANY DISPUTE THAT IS BROUGHT BY ANYONE ELSE. NOTWITHSTANDING ANY PROVISION IN THE JAMS (DEFINED BELOW) RULES TO THE CONTRARY, THE ARBITRATOR SHALL NOT HAVE THE AUTHORITY OR ANY JURISDICTION TO HEAR THE ARBITRATION AS A CLASS, CONSOLIDATED, REPRESENTATIVE, COLLECTIVE, OR PRIVATE ATTORNEY GENERAL ACTION OR TO CONSOLIDATE, JOIN, OR OTHERWISE COMBINE THE CLAIMS OF DIFFERENT PERSONS INTO ONE PROCEEDING.
You agree that these Terms and your use of our Maxx Platform is governed by the laws of the State of New York, USA without regard to its conflict of law principles. The parties each agree to finally settle all disputes only through arbitration; provided, however, Maxx Companies shall be entitled to seek injunctive or equitable relief in the state and federal courts in New York, New York and any other court with jurisdiction over the parties. In arbitration, there is no judge or jury and review is limited. The arbitrator's decision and award are final and binding, with limited exceptions, and judgment on the award may be entered in any court with jurisdiction. The parties agree that, except as set forth above, any claim, suit, action or proceeding arising out of or relating to these Terms will be resolved solely by binding arbitration before a sole arbitrator under the streamlined Arbitration Rules Procedures of JAMS Inc. ("JAMS") or any successor to JAMS. In the event JAMS is unwilling or unable to set a hearing date within fourteen (14) days of the filing of a "Demand for Arbitration," then either party can elect to have the arbitration administered by another mutually agreeable arbitration administration service who will hear the case. If an in-person hearing is required, then it will take place in New York, NY, Miami, FL, Denver, CO, Phoenix, AZ, Las Vegas, NV, or Salt Lake City, UT (whichever is closest to your residence) or – where required by the JAMS rules – in or near your hometown. The federal or state law that applies to these Terms will also apply during the arbitration. Disputes will be arbitrated only on an individual basis and will not be consolidated with any other proceedings that involve any claims or controversy of another party, including any class actions or class arbitrations; provided, however, if for any reason any court or arbitrator holds that this restriction is unconscionable or unenforceable, then the agreement to arbitrate does not apply and the dispute must be brought in a court of competent jurisdiction in New York, New York. Maxx Companies agree to pay the administrative and arbitrator's fees in order to conduct the arbitration (but specifically excluding any travel or other costs incurred by you to attend the arbitration hearing). Either party may, notwithstanding this provision, bring qualifying claims in small claims court. In no event will you seek or be entitled to rescission, injunctive or other equitable relief or to enjoin or restrain the operation or exploitation of these Terms or the Maxx Platform, provided that nothing in these Terms will restrict a California resident’s right, if any, to pursue public injunctive relief as permitted by law.
The failure of Maxx Companies to act with respect to a breach of these Terms by you or others does not constitute a waiver and will not limit Maxx Companies’ rights with respect to such breach or any subsequent breaches. No waiver by Maxx Companies of any of these Terms will be of any force or effect unless made in writing and signed by a duly authorized officer of Maxx Companies. Neither the course of conduct between the parties nor trade practice will act to modify these Terms. Maxx Companies may assign its rights and duties under these Terms to any party at any time without any notice to you. Terms may not be assigned by you without Maxx Companies’ prior written consent. If any provision of these Terms are found to be unlawful, void, or for any reason unenforceable, then that provision will be deemed severable from these Terms and will not affect the validity and enforceability of any remaining provisions. If a court or other decision-maker should determine that any provisions of these Terms is overbroad, unfair or unreasonable, such provision shall be given effect to the maximum extent possible by narrowing or enforcing in part that aspect of the provision found overbroad or unreasonable. The Section titles are inserted only as a matter of convenience and have no legal or contractual effect. You agree that these Terms will not be construed against Maxx Companies by virtue of Maxx Companies having drafted them. No amendment to or modification of these Terms, or action, or delay, will be binding unless in writing and signed by Maxx Companies. Provisions of these Terms that would logically survive termination shall survive the termination of these Terms for any reason (including without limitation, Disclaimer of Warranties Waiver, Limitation of Liability; Waiver and Arbitration).
SPECIAL TERMS FOR APPLE iOS USERS
Notwithstanding any other provision within these Terms, the following additional terms are applicable to those using any Maxx Companies application on an Apple iOS device: You understand that these Terms are between you and Maxx Companies only and not Apple, Inc. (“Apple”) and that Maxx Companies (or the third party develop that may own and operate the Mobile Features) are responsible for the Mobile Features and the content thereof, but that Apple and its subsidiaries are third-party beneficiaries of these Terms and have the right to enforce them against you. You understand that, should the Mobile Features fail to conform to any applicable warranty not disclaimed above, you may notify Apple and Apple will refund the purchase price (if any), but that Apple has no maintenance, support, or (to the maximum extent permitted by applicable law) other warranty obligations to you with regard to the Mobile Features. Apple is not responsible for any product liability claims or claims that the Mobile Features or your use thereof fails to conform to any applicable legal or regulatory requirement or infringes a third party’s intellectual property rights. If you have any questions or concerns regarding the Mobile Features, please contact Maxx Companies as described below.
OUR RIGHT TO UPDATE THESE TERMS
Maxx Companies reserve the right to modify or add to these Terms at any time without prior notice ("Updated Terms"). You agree that we may notify you of the Updated Terms by posting them on the Maxx Platform so that they are accessible via a link on the homepage or otherwise, and that your use of a Maxx Platform after we have posted the Updated Terms (or engaging in such other conduct as we may reasonably specify) constitutes your agreement to the Updated Terms. Therefore, you should review these Terms before using a Maxx Platform. The Updated Terms will be effective as of the time of posting, or such later date as may be specified in the Updated Terms, and will apply to your use of a Maxx Platform from that point forward.