Mazel Moments, Inc.
Effective as of September 1, 2011
- Mazel Moments is an innovative community and marketplace for the special event industry. Mazel Moments is not a special event product or service provider, special event vendor or an agent representative. Mazel Moments members ("Members") include individuals planning special events and their event guests (collectively “User Members") and companies and other third parties, including non-profit organizations, offering products and services related to special events (collectively "Vendor Members"). We and the Site function solely as a neutral venue and digital clearinghouse where User Members and Vendor Members may connect for a particular type of service or product. We are not a party to nor involved in the actual transaction between Members. As a result, We have no control over the quality, accuracy, safety, or legality of the transactions that take place on our Website; the accuracy of listings; or the ability of Vendors to provide items or services and we are not responsible for the actions or inactions of User Members or Vendor Members.
Mazel Moments does not provide any of the products or services advertised or offered by Vendor Members. We do not endorse any Vendor Member, nor do We guarantee the quality of their goods or services. Any and all communications; correspondence, verbal or written; or any warranties or representations made with regard to products and services offered through the Mazel Moments venue are not provided by us and are specifically and solely between you and the Vendor Member. Any transaction you enter into with a Vendor Member is strictly between you and the Vendor Member, and Mazel Moments is not a party to that transaction. Any dispute you have with a Vendor Member is between you and the Vendor Member, and We will not be a party to that dispute, except regarding your use of the Site, as discussed in Section 32.
- We use various techniques to help verify the identity of Vendors when they register for memberships on our Site; however, Mazel Moments cannot and will not guarantee each service provider's identity; nor can we guarantee their capabilities. We have implemented a user-managed feedback system to help you evaluate Vendor Members with whom you are considering transacting business. In addition, We cannot guarantee that information provided by or about Vendor Members on the Site is accurate. You should use Mazel Moments as a starting point for identifying vendors to provide the products and services you need for your event, then conduct your own research to ensure that vendors you choose to do business with are appropriate for you.
- You acknowledge that participation in certain programs may under certain circumstances result in Vendor Members receiving contact information for you in accordance with the terms and conditions governing these programs.
You acknowledge the following: Mazel Moments will not endorse you or your products or services. We are in no way responsible for assisting you in reaching an agreement with User Members; nor are We responsible for assisting you in providing goods and services to User Members. While all User Members are required to give us accurate information about themselves, We cannot and will not verify this information or guarantee the ability of User Members to complete payment for any of the products or services you provide. Any transaction you enter into with a User Member is strictly between you and the User Member, and Mazel Moments is not a party to that transaction. Any dispute you have with a User Member is between you and the User Member, and We will not be a party to that dispute.
- Membership to Mazel Moments is available only to entities and individuals at least 18 years of age who can form legally binding contracts under applicable law. Our services are not available to minors or to temporarily or indefinitely suspended Members. Membership in Mazel Moments is void where prohibited. Your Mazel Moments membership may not be transferred or sold to another party. If you are registering as a business entity, you represent that you have the authority to bind the entity to this Agreement. If you are registering as an individual, you represent and warrant that you are at least 18 years of age and are able to enter into a legally binding contract. Members who engage in the sale of goods and services must have a valid business operations license, as applicable.
- By joining Mazel Moments, you agree to (i) provide us with accurate, complete information about yourself and to update this information as needed; (ii) abide by all of the terms and conditions of this Agreement (iii) safeguard your username and password; and (iv) be responsible for all activity of your membership account. In addition, in the event you contact Mazel Moments via telephone, you understand, acknowledge and agree that such phone conversations may be recorded.
- Visitors to and Members of the Site may not: (i) Create an account in another's name; (ii) Create more than one account; (iii) Use another's account; (iv) Impersonate another person or entity; (v) Use the Site to break the law or applicable regulations, encourage others to do so, or offer instructions on how to do so; (vi) Offer to provide products or services that violate any applicable law, statute, ordinance or regulation (collectively "Laws"), or offer any products or services in a manner that violates any Laws ; (vii) Collect or harvest information about Site Members, including but not limited to use of robots, spiders, or similar means; (viii) Use information on the Site to send unsolicited email to Members; (ix) Do anything that interferes with or places an undue burden on the Site (as determined by Mazel Moments in our sole discretion); (x) Use the Site if your membership has been temporarily or permanently suspended or revoked ; or (xi) Violate any terms of this Agreement.
Additional Terms and Conditions
- You acknowledge and agree that We have the sole discretion to set forth and post additional terms and conditions for your use of the Website at various places throughout the Site. You agree that those additional terms and conditions shall be considered an effective amendment to this Agreement and said terms and conditions shall be incorporated herein. Furthermore, you expressly agree that if there is any conflict between those additional terms and conditions and the Terms set forth herein, the Terms set forth herein shall govern.
- There are currently NO Fees to join Mazel Moments for User Members or Vendor Members. Optional fee-based services are available but participation is NOT mandatory. See below for details. Free membership for vendors is limited to an unrenewable free six months.
There are currently NO Fee-based services available. It's ALL FREE. Mazel Moments reserves the right to release future fee-based functionality/services, which may include services provided by third parties. However, your credit card will not be charged unless and until you agree to use that fee-based service and/or to incur a charge with Mazel Moments.
Vendor Members may opt into the following optional fee-based services:
- Profile Listing Enhancement (Basic, Basic Pro or Preferred Listings): Vendors who participate in this optional fee-based service will pay a monthly or annual fee as described by the most current Mazel Moments Rate Card.
- Banner or Email Advertisement: Mazel Moments banner or email advertisements may be purchased at the then-current rate as outlined in the Mazel Moments Rate Card.
Sponsored Emails: Mazel Moments sends out emails and newsletters that can be sponsored by participating Vendor Members at the then-current rate as outlined in the Mazel Moments Rate Card.
- Mazel Moments Leads Programs:
- Check Availability Lead - As a Mazel Moments “Preferred” Vendor Member, you may receive Mazel Moments leads from potential clients inquiring about your products and/or services. A “Check Availability” Lead is a potential client contacting your business directly through the “Check Availability” link on your profile. The “Check Availability” link is available on the profiles of Mazel Moments “Preferred” Vendor Members only, and “Check Availability” leads are sent to these members at no additional cost to these members.
- Interested Lead - An “Interested” Lead is a potential client that viewed your profile. You have the option to send a follow-up email with or without a special offer or promotion to “Interested” leads at an additional cost as outlined in the Mazel Moments Rate Card. “Interested” Lead email addresses will NOT be released to Vendor Members. Mazel Moments will send an email to “Interested” Leads on the Vendor Member’s behalf.
- There is NO REQUIREMENT for Vendor Members to participate in the Mazel Moments Leads Programs. You will not be charged for any Mazel Moments Leads unless you decide to participate in the Mazel Moments Leads Programs. The most updated pricing for participating in the Mazel Moments Leads Programs will be clearly specified before you participate in the Mazel Moments Leads Programs. Mazel Moments reserves the right to modify the Mazel Moments Leads Programs rates at any time.
Payment for services is made by credit card in US Dollars and is non-refundable. Certified checks or money orders will be accepted for prepayments of at least twelve (12) months.
When purchasing a paid membership or other service, you can choose to be billed either monthly or annually. Monthly memberships and services will auto-renew every month unless canceled prior to the next month's billing. Annual memberships will auto-renew every year unless canceled prior to the next billing date. Auto-renew settings can only be changed by calling Customer Support at (718) 380-0058. It is your responsibility to promptly provide Mazel Moments with any contact or billing information changes or updates (including, address, credit card numbers, etc). If Mazel Moments is for any reason unable to effect automatic payment via your credit card, Mazel Moments will attempt to notify you via email and your Mazel Moments account will be disabled until payment is received.
- Amounts paid for Mazel Moments Products and Services, including prepayments, are not refundable. Mazel Moments is required to collect and remit sales tax from its customers located in state and local jurisdictions where software delivered as a service is taxable and/or where Mazel Moments maintains a physical presence. Mazel Moments determines your local taxing jurisdiction based on the billing address that you list in your profile.
- There are no refunds for any fees paid. YOU ARE RESPONSIBLE FOR TERMINATING YOUR ACCOUNT AND THIS AGREEMENT AND MAZEL MOMENTS IS NOT RESPONSIBLE FOR YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT AND ANY CREDIT CARD CHARGES AND FEES YOU INCUR AS A RESULT OF YOUR FAILURE TO PROPERLY TERMINATE YOUR ACCOUNT AND THIS AGREEMENT.
- Charged in error: In the event you believe that Mazel Moments has charged you in error, you must contact Mazel Moments Member Services at firstname.lastname@example.org within 90 days after such charge. No refunds will be given for any charges which are more than 90 days old.
Authorization to Credit and Debit Accounts
- If Applicable, based on the various optional fee-based programs, you irrevocably and expressly authorize Mazel Moments to debit or credit, as applicable, any monies to the account that you have identified for Mazel Moments. You agree that it is your responsibility to maintain a valid, non-expired credit card on file with us while engaging in fee-based activities on our Site. You agree that if you do not maintain a valid, non-expired card on file with us during any billing attempt, you may be subject to interest and penalties as enumerated below. You irrevocably and expressly authorize Mazel Moments to withhold any monies and/or debit any monies from any account that you have identified to Mazel Moments for any charge backs, fees, costs, deductions, adjustments and any other amounts owed to Mazel Moments. We reserve our rights to all actions and remedies in connection with any monies owed to Mazel Moments. You will indemnify, defend, and hold us harmless for any claims, demands or causes of actions that We take toward any identified account pursuant to this Section.
- If, for any reason, any fees you owe Mazel Moments have not been received or in any manner realized by Mazel Moments ("Unpaid Fees"), you agree to pay such Unpaid Fees immediately. In addition, Mazel Moments may charge interest, in the amount of 2.0% per month (or the maximum amount allowed by law), on any unpaid account balance that you maintain. Any partial payments made by Members will first be applied to the most recent fees owed to Mazel Moments, including interest. Mazel Moments reserves the right to waive or change our fees, penalties, or interest at any time. You also agree to pay any attorney fees, and other costs of collection incurred by us with respect to any Unpaid Fees. You also consent and authorize us, in our sole discretion, to make appropriate reports to credit reporting agencies, financial institutions, tax agencies and law enforcement authorities, and cooperate with them in any resulting investigation or prosecution.
Protection of Intellectual Property Content
- The Mazel Moments Site contains or uses copyrighted material, inventions, know how, potentially patentable business method material, design logos, phrases, names, logos, HTML code and/or other computer code and/or scripts (collectively, "Intellectual Property Content"), all of which, unless otherwise indicated and/or provided pursuant to a third party license, are our sole property, and We retain all appurtenant rights, interests, and title thereto. We also claim ownership rights under the copyright and trademark laws with regard to the "look", "feel", "appearance" and "graphic function" of this Site, including but not limited to its color combinations, sounds, layouts and designs. You agree and acknowledge that your use of this Site does not confer upon you any license or permission to use our (or any third party's) Intellectual Property Content. You shall not reproduce, modify, display, sell, or distribute the Intellectual Property Content, including but not limited to Submitted Information (as defined below) contributed by you or any other Member, or use our Intellectual Property Content in any other way for public or commercial purposes. All other trademarks, service marks and copyrights are held by their rightful owners. You may not frame or link to the Site without our prior written permission.
- The Site contains trademarks, trade names, trade dress, service marks, domain names, or other indicia of ownership (collectively the "Marks") owned or licensed for use by us, including but not limited to Mazel Moments and the Mazel Moments logo. Unless otherwise agreed to in writing, you agree that no right, property, license, permission, or interest of any kind in or to the Marks is or is intended to be given or transferred to or acquired by you pursuant to the execution, performance, or non-performance of this Agreement or any part thereof. You shall in no way contest or deny the validity of our right of title to or license of use for the Marks and you shall not encourage or assist others directly or indirectly to do so, during the lifetime of this Agreement and thereafter. You shall not utilize the Marks or any similar marks in any manner that would diminish their value or harm their reputation. You shall not use or register any domain name, trademark or service mark that is identical to or similar to any of the Marks.
DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) NOTICE
- It is Mazel Moments 's policy to promptly respond to claims of copyright infringement. If you believe that an infringing copyrighted work is accessible on this Site, you may notify our registered copyright agent by sending the following information to the address listed below: (i) The signature of a person authorized to act on behalf of the owner of the copyright (this signature can be physical or electronic); (ii) A statement that this person is authorized to act on behalf of the copyright owner; (iii) A statement that this person has a good faith belief that the use of the material in the complained-of manner is not authorized either by the copyright owner, by the owner's agent, or by law; (iv) A description of the copyrighted work that you claim has been infringed, and a description of where the allegedly infringing material is located on the Site; and (v) Your address, telephone number, and e-mail address.
- Please put "Notice of Infringement" in the subject line of all such notifications, and send the notification to: email@example.com or mail to:
Mazel Moments, Inc.
Attn: Legal Department
80-109 Surrey Place
Jamaica Estates, NY 11432
- We will process and investigate all claims of alleged infringement as required by the DMCA and will remove or disable access to any material appropriately claimed to be infringing or claimed to be the subject of infringing activity until the matter is resolved. When we remove or disable access to any material claimed to be infringing, we may attempt to contact the user who has posted such material in order to give that user an opportunity to respond to the notification. If the user posting the material gives a counter-notification claiming that the use is authorized, we will furnish that counter-notification to the complaining party, and will give the complaining party an opportunity to seek judicial relief under the DMCA before we replace or restore access to any material.
Disputes Among Members; Release
- You are solely responsible for your interactions with other Mazel Moments Members, and We are not party to any such disputes. We reserve the right, but have no obligation, to monitor disputes between you and other Members. You agree to release Mazel Moments, its officers, directors, agents, and employees from all claims, demands and damages (actual and consequential) of any kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with any disputes between you and any other Mazel Moments Members.
Account Flagging System
- The Mazel Moments Site is self-policed by the Mazel Moments community. Mazel Moments members should send an email to firstname.lastname@example.org to identify any inappropriate content. This information will then be sent to Mazel Moments for investigation. If the violation is deemed legitimate by Mazel Moments, in its sole discretion, either a warning, suspension, or membership termination may be issued to the violating member and the content will be removed.
Information You Submit
The Site offers the opportunity for Members, and share information with other Members as part of the Mazel Moments Community (the "Community"), Vendor Member advertisements and listings, and by other means (any information submitted to the Site through any of these means is called "Submitted Information"). By using these functions, you agree to abide by the terms of this Agreement. Mazel Moments reserves to itself the right, but does not have the obligation, to monitor posts made to the Community and other Submitted Information. Members are solely responsible for the content of their Submitted Information.
Our Site acts as a passive conduit for any and all communication and/or distribution of information, and We do not control the Submitted Information of Mazel Moments Members. We cannot and will not evaluate and We are not responsible for the accuracy, reliability, completeness, veracity, or suitability of any Submitted Information or for verifying the identity of the submitting Member. Like any information you obtain through the Internet, you should verify Submitted Information before acting upon it. Mazel Moments is not responsible for any losses you may incur as a result of relying on Submitted Information, even if We were advised of the possibility of such losses.
By posting Submitted Information to any part of the Site, you automatically grant, and you represent and warrant that you have the right to grant, to Mazel Moments an irrevocable, perpetual, non-exclusive, transferable, fully-paid-up, royalty-free, worldwide license (with the right to sublicense at multiple levels) to use, copy, publicly perform, publicly display, reformat, translate, excerpt (in whole or in part), and distribute such Submitted Information for any purpose and in any format on or in connection with the Site, the Mazel Moments business, or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Submitted Information, and to grant and authorize sublicenses of the foregoing. You may remove your Submitted Information from the Site at any time; however you acknowledge that Mazel Moments may retain archived copies of your Submitted Information and may continue to use your Submitted Information.
Furthermore, by posting Submitted Information, you expressly represent and warrant the following: (i) you are the owner, with all appurtenant rights thereto, of any and all communication, content, and/or information that you post on the Site or (ii) you are the legitimate and rightful grantee of a worldwide, royalty free, perpetual, irrevocable, sub-licensable, non-exclusive license to use, distribute, reproduce, and distribute such communication, content and/or information.
You agree that your Submitted Information: (i) Will not contain your personal information; (ii) Will not contain another person's personal information or otherwise invade another's privacy
; (iii) Will not violate or possibly cause us to violate any applicable law, statute, ordinance, or regulation
; (iv) Will not violate the terms of this Agreement; (v) Will not infringe any third party's intellectual property rights including but not limited to, copyright, patent, or trademark rights
; (vi) Will not contain obscene, lewd, or suggestive content and/or pornography; (vii) Will not be libelous, threatening, harassing, racist, or defamatory (this specifically includes making legal claims of any sort about Mazel Moments employees, agents, other members, or the Site); (viii) Will not contain the proprietary information of another person or entity
; (ix) Will not contain any computer hardware or software, viruses, Trojan horses, worms, spyware, or any other computer programming that may interfere with the operation of our Site or our systems and or create or impose a large burden or load on our Site or systems
; (x) Will not scan or test the vulnerability or security of our Site or the system within which it operates
; (xi) Will not be used for commercial or public purposes outside of the requirements of this Agreement
; (xii) Will not create liability for Mazel Moments in any manner whatsoever
; and (xiii) Will not involve the upload or insertion of any programming language or code into or onto our Site.
You further agree not to impersonate another Member or attempt to disguise or conceal the author of any Submitted Information. We reserve the absolute right, but do not have the obligation, to remove or restrict any Submitted Information for any reason or no reason at all, including but not limited to Submitted Information you post to the Site that is in violation of this Agreement or is otherwise inappropriate, as determined in Mazel Moments 's sole discretion. In addition, we reserve the right to terminate Members who violate these rules.
You agree to use common sense and good judgment when conducting or posting any online communication or distribution of information. You assume legal responsibility for and will indemnify us from, all damages incurred as a result of any of your Submitted Information.
Rating and Review Disputes
If you undermine the integrity of our Rating and Review system in any way, your membership may be suspended or terminated. You acknowledge that your Rating and Review consists of comments left by other Mazel Moments members and a composite feedback number compiled by Mazel Moments. Members may only leave one feedback, whether positive, neutral, or negative, for any other Member, regardless of the number of transactions the relevant Members complete with each other. User Members may not attempt to gain additional goods or services or a more favorable rate by offering Vendor Members a positive review or threatening a negative review.
In order to protect the integrity of the Rating and Review system and protect Vendor Members from abuse, Mazel Moments will consider removing a Rating and Review under the following scenarios: (i) Feedback or information posted by a Member who has never contracted business with the Mazel Moments Vendor Member; (ii) The Member who left feedback provided Mazel Moments with false contact information during the transaction period (as determined by Mazel Moments) and cannot be contacted by Mazel Moments; (iii) Feedback or information posted seeks to elicit or solicit any Member's contact information, such as other Member email addresses, for any non-Mazel Moments related commercial or business purposes, or to transmit any unsolicited advertising, "junk mail," "spam," or "chain letters"; (iv) Feedback or information posted contains language that is profane, vulgar, racist, or contains adult material
; (v) Feedback or information posted is shown to have been left by any Member who is in violation of this Agreement, or by or for a Member who has conducted any fraudulent transaction; (vi) Feedback or information posted makes any reference to actions taken or purported to be taken by Mazel Moments or any law enforcement organization; (vii) If Mazel Moments is provided with a ruling or settlement agreement from a valid and certified dispute resolution service, or is provided with a court order finding that the disputed feedback is slanderous, libelous, defamatory or otherwise illegal; and (viii) The Member who left feedback is participating in a Mazel Moments transaction with the intent of leaving feedback as part of a campaign to harass Mazel Moments member(s) (as determined by Mazel Moments).
Filing a Ratings and Review Dispute
- Members can contact email@example.com to file a dispute request. In addition, Vendor Members in receipt of a rating and review will have the opportunity to respond to the rating publicly within the Mazel Moments Site.
Mazel Moments may suspend or terminate your account if We suspect that you have engaged in fraudulent activity in connection with our Site, as determined in our sole discretion. Fraudulent acts include, but are not limited to, the manipulation of the Rating and Review System.
Manipulating Ratings and Reviews:
Vendor Members acknowledge and agree that the Site is a neutral venue and that all transactions for services are made by and between you and other Members only and, therefore, We cannot, do not and will not make any comments on behalf of you or your services. As a consequence, you acknowledge that the key component and integrity of the Site is the ability of Members to leave Rating and Review about you and/or your services (whether positive, neutral or negative) AND for other Members to read and evaluate those feedback reviews and make voluntary choices based upon that feedback. Therefore, in order to preserve the key component and integrity of the Site, you shall NOT: (i) Attempt to restrict in any way a Member's right to post a review, by contract or otherwise; (ii) Offer a Member a bribe in any form in exchange for a more favorable review; (iii) Post and/or cut and paste and/or copy the content of a Member feedback review from the Site to your own personal or business site, to any other third party Web site and/or to or on any of your own personal, business or third-party marketing/advertising materials, regardless of the form; (iv) Attempt to gain feedback by receiving multiple feedback from the same member; (v) Post or attempt to post, in any manner or by any means, a feedback review on your own account; or (vi) Misrepresent or impersonate another Member.
- We may allow User Members to receive promotional coupons ("Coupons") that may be used to purchase goods and services from third parties ("Coupon Vendors"). In no event shall We be responsible for providing the goods and/or services indicated in a Coupon. We shall have no liability for the goods and/or services provided under a Coupon. You agree to look solely to the Coupon Vendor for the goods and/or services to be provided; therefore, the Coupon Vendors are responsible for any damages, claims, or liabilities, including but not limited to, injuries and property damages. You hereby release Us and our affiliates, officers, directors, employees, shareholders, and agents from any and all claims, causes of action, damages, liabilities, costs, and attorneys' fees and expenses whatsoever, known or unknown, arising out of the goods and/or services provided in connection with the Coupons. Additional terms and conditions may be contained on each Coupon. Any violation of the Coupon terms and conditions will make the Coupon void. We are not responsible for lost or stolen Coupons. The combination of a Coupon with other coupons or offers is at the sole discretion of the Coupon Vendors. Coupons are not redeemable for cash. Only one Coupon per redemption. A Coupon is automatically void if prohibited by law. A Coupon may not be used for alcohol, tips, taxes, and any other statutory limitations. Any Coupon credit for use of the Coupon for less than its face value shall be at the sole discretion of the Coupon Vendor, unless otherwise required by law. You acknowledge and agree that Mazel Moments may stop (permanently or temporarily) providing the Coupons to you or to users generally at Mazel Moments's sole discretion, without prior notice to you.
Tools; Changes to Site
- The Site offers several tools to help make your event planning easier (collectively, "Tools"), some of which may be provided by third parties. Mazel Moments is not responsible for the availability, suitability, or effectiveness of any of these Tools, whether provided by a third party or not. In addition, We are not responsible for any data you lose as a result of a malfunction of the Tools or the Site or for any other reason or any consequential damages resulting from such data loss. You should ALWAYS keep a back-up copy of all such information on your computer and in hard copy. Mazel Moments reserves to right to modify or discontinue any Tools or other services provided on the Site at any time without warning.
- You hereby agree and acknowledge that your provision of services and/or your use of the Site, does not confer or imply any contractor (independent or otherwise), agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship with us and furthermore that no affiliation, association or connection exists between you and us. In no event shall you have authority to bind, commit, contract for, or otherwise obligate Mazel Moments in any manner whatsoever.
Right to Reject or Remove Members
- We reserve the absolute right to reject your participation, or remove you from your current participation, in the Mazel Moments Site at any time and for any reason or for no reason and without notice to you. Actions that may result in the rejection or removal of your participation can include, but are not limited to: any violation of the Terms of this Agreement; your creation, maintenance and/or management of more than one account; your non-payment in full any Unpaid Fees; any attempt by you to improperly influence, or cause another to improperly influence the feedback of Members; or any attempt by you to harass, or cause another to harass, or have inappropriate communications with a Member.
Petition for Reinstatement
- Upon your removal from the Site, you may petition for reinstatement. Your petition for reinstatement must include the following: (i) a written statement as to why you should be reinstated and (ii) your contact information. Your Petition will be reviewed at our discretion and any determination as to your reinstatement will be based on our sole judgment. Your submission of a petition does not, in any manner, guarantee, that you will be reinstated and We specifically disclaim any and all representations with respect to such guarantee. We will contact you as to our decision to reinstate you. We are not obligated to give you any reason or basis as to our decision. You understand that any decision as to reinstatement may be a simple, yes or no. All decisions are final.
- As a result of the performance of this Agreement and whether due to any intentional or negligent act or omission, We may disclose to you or you may otherwise learn of or discover, our documents, business practices, object code, source code, management styles, day-to-day business operations, capabilities, systems, current and future strategies, marketing information, financial information, software, technologies, processes, procedures, methods and applications, or other aspects of our business ("Our Information"). You hereby agree and acknowledge that any and all of Our Information is confidential and shall be our sole and exclusive intellectual property and proprietary information. You agree to use Our Information only for the specific purposes as allowed by the performance of this Agreement. Any disclosure of Our Information to a third party specifically including a direct competitor is strictly prohibited and will be vigorously challenged in a court of law. All obligations contained herein shall survive the termination of this Agreement. Furthermore, you acknowledge that our information is proprietary, confidential and extremely valuable to us, and that We would be materially damaged by your disclosure of Our Information. You acknowledge and agree that monetary damages provide an insufficient remedy for the breach of this confidentiality obligation, and that We shall be entitled to injunctive relief.
- We reserve the right to keep all records of any and all communications between you and other Members for administration purposes.
- Any ideas, images, content, suggestions, comments or proposals you send to Mazel Moments (collectively, "Submissions") are deemed authorized, non-confidential, shall become the sole property of Mazel Moments, and you hereby assign all right, title and interest in such Submissions. To the extent Submissions cannot be assigned to Mazel Moments, you hereby grant and agree to grant to Mazel Moments all rights needed for Mazel Moments to incorporate and commercialize the Submissions at no charge or encumbrance to Mazel Moments and you agree that Mazel Moments may disclose the Submissions to any third party in any manner and you agree that Mazel Moments has the ability to sublicense all Submissions in any form to any third party without restriction. Mazel Moments shall own all rights therein, including all intellectual property rights. Mazel Moments shall be entitled to use and/or disseminate the Submissions in any manner and for any purpose whatsoever, commercial or otherwise, without compensation or credit to you.
- Remedies for use of our Site that violate this Agreement include, but are not limited to, the immediate termination of your membership, notifying our Members of your actions, issuing a warning (including a public warning), temporarily suspending your membership, and monetary compensation. and injunctive.
- MAZEL MOMENTS, OUR EMPLOYEES, AND OUR SUPPLIERS PROVIDE THE SITE AND THE SERVICES THEREON "AS IS" WITHOUT ANY WARRANTY OF ANY KIND, WHETHER EXPRESS, IMPLIED OR STATUTORY. WITHOUT LIMITING THE FOREGOING, WE SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MAZEL MOMENTS FURTHER DOES NOT WARRANT THAT THIS SITE OR ANY INFORMATION, SERVICES OR TOOLS OFFERED ON THIS SITE WILL MEET YOUR REQUIREMENTS, WILL BE ACCURATE, COMPLETE OR CURRENT, OR WILL GIVE ACCURATE, COMPLETE OR CURRENT RESULTS; THAT OPERATION OF THE SITE, INCLUDING TOOLS OR OTHER SERVICES OFFERED ON THE SITE, WILL BE TIMELY, SECURE, UNINTERRUPTED, OR FREE FROM ERROR OR OMISSION OR FREE FROM VIRUSES OR OTHER HARMFUL COMPONENTS; OR THAT ANY ERRORS ON THE SITE WILL BE CORRECTED. MAZEL MOMENTS DOES NOT REPRESENT OR WARRANT THAT DATA YOU STORE ON THE SITE (FOR EXAMPLE, IN CONNECTION WITH TOOLS) WILL BE SECURE, AVAILABLE OR PRESERVED. MAZEL MOMENTS DOES NOT REPRESENT OR WARRANT THAT ALL TOOLS OR OTHER SERVICES ON THE SITE WILL CONTINUE TO BE OFFERED.
- IN NO EVENT SHALL MAZEL MOMENTS, OUR EMPLOYEES, OR OUR SUPPLIERS BE LIABLE TO YOU OR ANYONE ELSE FOR DIRECT, INDIRECT DAMAGES, LOST PROFITS, ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR DAMAGES OF ANY KIND WHATSOEVER ARISING OUT OF OR RELATING TO THE USE OF OR INABILITY TO USE THE SITE, FOR USE OF COUPONS, OR FOR ANY DECISION MADE OR ACTION TAKEN BY YOU IN RELIANCE ON INFORMATION CONTAINED ON THE SITE, WHETHER IN AN ACTION FOR BREACH OF WARRANTY OR CONTRACT, NEGLIGENCE OR OTHER TORTIOUS ACTION, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY. OUR LIABILITY, AND THAT OF OUR EMPLOYEES AND SUPPLIERS, TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF THE AMOUNT OF FEES YOU PAY TO US IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY OR $100, NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY REMEDY.
- You agree to indemnify and hold us and our affiliates, officers, directors, agents, and employees harmless from any claim or demand, including reasonable attorneys' fees, made by any third party due to or arising in any manner in whole or in part out of your use of the Site, including but not limited to (i) your advertising, provision of or failure to pay for goods or services promoted on the Site; and (ii) claims that any of your Submitted Information includes materials owned by third parties without authorization, was defamatory or harassing, or otherwise violated the rights of any third party.
Links to Other Sites
- This Site may contain links to other sites which are provided solely as a convenience to you, or which are provided by other Members. Mazel Moments is not responsible for the availability of external sites or resources linked to the Site, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such sites or resources. Transactions that occur between you and such third-party sites are strictly between you and the third party and are not the responsibility of Mazel Moments. Because Mazel Moments is not responsible for the availability or accuracy of these outside resources or their contents, you should review the terms and conditions and privacy policies of these linked sites, as their policies may differ from ours.
- You shall comply with all applicable domestic and international laws, statutes, ordinances and regulations regarding your use of our service and your listing, shipping, transporting, and solicitation of offers to ship and transport items.
Governing Law; Venue and Jurisdiction
- By visiting or using the Site, you agree that the laws of the State of New York, without regard to principles of conflict of laws of any state or jurisdiction, will govern these Terms and any dispute of any sort that might arise between you and Mazel Moments or any of our affiliates. With respect to any disputes or claims not subject to arbitration (as set forth below), you agree not to commence or prosecute any action in connection therewith other than in the state and federal courts of New York, and you hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to, venue and jurisdiction in the state and federal courts of New York.
Disputes between you and Mazel Moments regarding the Site and our services should be reported to firstname.lastname@example.org. We will attempt to resolve any disputes you have with us. Because We are a neutral venue We are not responsible for resolving any disputes between you and members regarding services or transactions. Any claim or controversy arising out of or relating to your use of this Site, to the goods or services provided through Mazel Moments, this Agreement, or to any acts or omissions for which you may contend Mazel Moments is liable, including but not limited to any claim or controversy as to arbitrability ("Dispute"), shall be finally, and exclusively, settled by arbitration. The arbitration shall be held before one arbitrator under the commercial arbitration rules of the American Arbitration Association ("AAA") in force at that time. The arbitration shall be conducted in New York, New York. The arbitrator shall be selected pursuant to the AAA rules. Should no AAA rule regarding selection of an arbitrator be in effect, the Member shall select an arbitrator in New York from a panel of arbitrators acceptable to Mazel Moments. In any arbitration, the parties will split the cost of the filing fee, plus the costs associated with the first day of arbitration, with the remaining costs of arbitration paid by the non-prevailing party, provided, however, that in Maine any cost to the consumer shall be limited to the cost of filing a court case. To begin the arbitration process, a party must make a written demand therefore.
- Any judgment upon an award rendered by the arbitrators may be entered in any court of competent jurisdiction in New York, New York. The arbitrators shall not have the power to award damages in connection with any Dispute in excess of actual compensatory damages and shall not multiply actual damages or award consequential, punitive or exemplary damages, and each party irrevocably waives any claim thereto. The agreement to arbitrate shall not be construed as an agreement to the joinder or consolidation of an arbitration under this Agreement with an arbitration of disputes or claims of any non-party, regardless of the nature of the issues or disputes involved.
THIS AGREEMENT PROVIDES THAT ALL DISPUTES BETWEEN YOU AND MAZEL MOMENTS WILL BE RESOLVED BY BINDING ARBITRATION. YOU THUS GIVE UP YOUR RIGHT TO GO TO COURT TO ASSERT OR DEFEND YOUR RIGHTS. YOU ALSO GIVE UP YOUR RIGHT TO PARTICIPATE IN OR BRING CLASS ACTIONS. YOUR RIGHTS WILL BE DETERMINED BY NEUTRAL ARBITRATORS AND NOT A JUDGE OR JURY. You are entitled to a fair hearing, but the arbitration procedures are simpler and more limited than rules applicable in court. Arbitrator decisions are enforceable as any court order and are subject to very limited review by a court. By using Mazel Moments' goods and services or the Site, you consent to these restrictions.
Should a Dispute arise and should the arbitration provisions herein become inapplicable or unenforceable, or in any instance of any lawsuit between you and Mazel Moments, the parties agree that jurisdiction over and venue of any suit shall be exclusively in the state and federal courts sitting in New York, New York. If either party employs attorneys to enforce any right in connection with any Dispute or lawsuit, the prevailing party shall be entitled to recover reasonable attorneys' fees.
- Mazel Moments uses industry standard practices to safeguard your personal information, including firewalls and Secure Socket Layers. We utilize several different security techniques to protect data from unauthorized access, but We cannot guarantee the security of our system. We also do not guarantee uninterrupted or secure access to our system, as the operation of our Site can be interrupted by numerous factors outside of our control.
- This Agreement may not be modified, supplemented, qualified, or interpreted by any trade usage or prior course of dealing not made a part of the Agreement by its express terms. The invalidity or unenforceability of any provision of this Agreement shall not affect the validity of this Agreement as a whole and any such provision should be enforced by authorities, and reconstructed if need be, to apply to the maximum extent allowable under applicable law. The failure by Mazel Moments to enforce at any time any of the provisions of this Agreement, to exercise any election or option provided herein, or to require at any time the performance of the other of any of the provisions herein will not in any way be construed as a waiver of such provisions. Reasonable attorneys' fees and costs will be awarded to the prevailing party in the event of arbitration or litigation involving the enforcement or interpretation of this Agreement. You agree that other than affiliates or subsidiaries of Mazel Moments, there are no intended third-party beneficiaries of this Agreement. The section headings used herein are for convenience only and shall not be given any legal import.