Effective Date: October 11, 2018
- INTRODUCTION AND OVERVIEW
Thank you for reading!
Meural Inc. (“Meural”, “we”, “our”, or “us”) sells an internet-connected digital canvas system, a combination of simple hardware, easy-to-use cloud, mobile, and device software, and a personalized subscription service and art marketplace (each and all “Meural Product(s)”). The Meural personalized subscription service allows access to a variety of artistic content, including, but not limited to digital images, audio, video available over the Internet to your Meural devices (“Meural Device” and “Meural Ready Devices”). Together Meural Products work together to display beautiful artwork, photography, and other content.
In some instances, both these Terms and separate terms elsewhere on the Service will apply to your use of the Service (“Additional Terms”). To the extent there is a conflict between these Terms and any applicable Additional Terms, the Additional Terms will control unless they expressly state otherwise.
- THE SERVICE
Meural provides personalized service that offers, recommends, and helps you discover and view Meural Content through your Meural Device or Meural Ready Device, including all features and functionalities, recommendations and reviews, www.meural.com or any other websites of Meural (the “Website”), and user interfaces, as well as all software associated with our service (collectively, the “Service”).
There are several ways to access the Service and Meural Content (defined below), including through the Meural Membership. To use the Service and access Meural Content you may need Internet access, a Meural Device or Meural Ready Device (per Section 2 below), and may need to provide Meural with one or more Payment Methods (per Section 3(h) below).
We personalize content and features as part of the Service, including showing you recommendations on Meural Content, features and services that might be of interest to you. We also endeavor to continuously improve the Meural Device and Service and your experience with them.
- COMPATIBLE DEVICES
In order to stream or download Meural Content (defined below), you will need to use a Meural Device or a device that meets the system and compatibility requirements that we establish from time to time (a "Meural Ready Device"). Some Meural Ready Devices may be used only to stream Meural Content, some may be used only to download Meural Content, and some may be used to stream and download Meural Content. We may change the requirements for Meural Ready Devices from time to time and, in some cases, whether a device is (or remains) a Meural Ready Device may depend on software or systems provided or maintained by the device manufacturer or other third parties. Accordingly, devices that are Meural Ready Devices at one time may cease to be Meural Ready Devices in the future.
4. MEURAL CONTENT
- General. The Service contains: (i) materials and other items relating to Meural and its products and services, and similar items from Meural’s licensors and other third parties, including all layout, information, databases, articles, posts, text, data, files, images, scripts, designs, graphics, instructions, illustrations, photographs, sounds, pictures, videos, advertising copy, URLs, technology, software, interactive features, the “look and feel” of the Service, and the compilation, assembly, and arrangement of the materials of the Service and any and all copyrightable material; (ii) trademarks, logos, trade names, trade dress, service marks, and trade identities of various parties, including those of Meural; and (iii) other forms of intellectual property (all of the foregoing, collectively “Meural Content”). All right, title, and interest in and to the Service and the Meural Content is the property of Meural or Meural’s licensors or certain other third parties, and is protected by U.S. and international copyright, trademark, trade dress, patent and/or other intellectual property and unfair competition rights and laws to the fullest extent possible. The Service may allow you to: (i) access Meural Content on a subscription basis for viewing during a limited period of time during a subscription period (for example, through the Meural Membership) ("Subscription Meural Content"), (ii) purchase Content for on-demand viewing over a protracted period of time ("Purchased Meural Content"), and/or (iii) access Content on a free, ad-supported or promotional basis for viewing over a limited period of time ("Free Meural Content"). Meural Content may be available as Subscription Content, Purchased Content, Free Content, or any combination of those, and in each case is subject to the limited license grant below. The period in which the Meural Content may be accessed is dependent upon the subscription period selected (“Viewing Period”). Meural may change the limits of any applicable Viewing Period from time to time, and in some cases, Meural Content may no longer be available during any Viewing Period, independent of whichever subscription model you may have chosen. Meural encourages you to download and store any Purchased Meural Content on your Meural Device or Meural Ready Device, in accordance with these Terms and applicable law.
- Limited License. Unless stated in another written agreement with you, then subject to payment of any charges to purchase or access Meural Content, and your strict compliance with these Terms and any applicable Additional Terms, Meural grants you a non-exclusive, non-transferable, non-sublicensable, revocable, limited license, during the applicable Viewing Period, to access and view the Meural Content in accordance with these Terms, for personal, non-commercial, private use. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Meural Content; and (ii) may be suspended or terminated for any reason, in Meural’s sole discretion, and without advance notice or liability. Your unauthorized use of the Meural Content may violate copyright, trademark, privacy, publicity, communications, and other laws, and any such use may result in your personal liability, including potential criminal liability. Meural may automatically remove Meural Content from your Device after the end of its Viewing Period.
- Accounts. Certain features of the Service may require you to register an account. When registering an account, you agree to: (i) provide true, accurate, current, and complete information; (ii) maintain and update this information to keep it true, accurate, current, and complete; (iii) protect and prevent unauthorized access to your account; (iv) not transfer or share your account with any third party; and (v) immediately notify Meural of any suspected or actual unauthorized use of your account or breach of security. Please note that you are solely responsible for all activities that occur under your account, whether or not you authorized the activity, and Meural is not liable for any loss or damage to you or any third party arising from your failure to comply with any of the foregoing obligations.
- Subscriptions/Memberships. Certain areas of the Service require payment before you can access them (“Subscriptions” or “Memberships”). Subscriptions may be purchased by paying a periodic subscription fee. Meural will disclose to you the particular terms for any Subscription prior to obtaining your payment information for such Subscription, and Meural will obtain your consent prior to collecting initial payment for any Subscription. SUBSCRIPTIONS CANNOT BE TERMINATED BEFORE THE END OF THE PERIOD FOR WHICH YOU HAVE ALREADY PAID, AND MEURAL WILL NOT REFUND ANY FEES THAT YOU HAVE ALREADY PAID. Your payment will automatically renew at the end of the subscription period, and the card you provided at enrollment will continue to be charged each month or year, depending on the Subscription you select, unless you cancel your Subscription by visiting Your Account and adjusting your Membership settings before the end of the current subscription period. The cancellation will take effect the day after the last day of the current subscription period. Meural may change the price for the Subscriptions, from time to time, by posting the new price on the Service. Price changes for Subscriptions are effective as of the beginning of the next subscription period following the date of the price change. As permitted by local law, you accept the new price by continuing to use the Service after the price change takes effect. If you do not agree to a Subscription price change, you have the right to reject the change by unsubscribing from the Service prior to the price change going into effect. Meural will notify you of any material changes to the Terms concerning automatic renewal, including price changes. Please therefore make sure you read all notifications of price changes carefully. The pricing for Subscriptions or Memberships may include VAT and/or other taxes. Where applicable, such taxes will be collected by the party with whom you transact for the Service, which may be Meural or a third party. We make no guarantee as to the availability of specific Subscription Content or the minimum amount of Subscription Content available in any subscription. Additional Terms may apply.
- Trials. We sometimes offer eligible customers various trial or other promotional memberships (a “Trial”), which are subject to these Terms except as otherwise stated in the promotional offers. We reserve the right, in our sole discretion, to determine your eligibility. Members of households with an existing or recent Meural membership are not eligible. We may use information such as device ID, method of payment, an account username, or an account email address used with an existing or recent Meural membership to determine eligibility. For combinations with other offers, restrictions may apply. We will require you to provide your payment information to start the Trial and we will provide you information concerning any price or pricing changes that you may incur at the end of the Trial. UNLESS YOU CANCEL YOUR TRIAL THROUGH YOUR ACCOUNT BEFORE THE END OF THE TRIAL, WE WILL AUTOMATICALLY CHARGE YOU FOR A SUBSCRIPTION ON THE FIRST DAY FOLLOWING THE END OF THE TRIAL, ON A REOCCURRING MONTHLY OR YEARLY BASIS, DEPENDING ON THE SUBSCRIPTION YOU SELECT. Your Subscription will be subject to the terms set forth in Section 3(d).
- Promotional Codes. Meural may, from time to time, offer promotional codes for purchasing Meural Device(s) (a “Promotional Code”). You may only use a Promotional Code once, and only one Promotional Code may be used per order. If for any reason we suspect a fraudulent use of a Promotional Code, we reserve the right, in our sole discretion, to cancel your pre-order. Promotional Codes sent to individuals are valid for the intended recipient only. Promotional Codes are not valid for pre-orders placed prior to receipt of, or without reference to, the Promotional Code and cannot be redeemed for cash or combined with other offers or credits. Promotional Codes are not valid for resale.
- Purchase Transactions; Cancellations. Except as described in this paragraph, all transactions for Purchased Meural Content are final, and we do not accept returns of such Meural Content. You may cancel an order for Purchased Meural Content within 24 hours of purchase or rental (or, for customers in the European Union, within 14 days from the date of purchase) by clicking “Cancel Your Order” from Your Orders on your Art Marketplace or by contacting Meural customer service; except that you may not cancel an order for Purchased Meural Content or once you have downloaded such Meural Content to your Meural Device or Meural Ready Device. You may cancel a pre-order for Purchased Meural Content any time before its release date. The release date of pre-ordered Meural Content is subject to change. All physical products purchased from the Service are made pursuant to a shipment contract. This means that the risk of loss and title for such items pass to you upon delivery to the carrier.
- Availability of Purchased Meural Content. Purchased Meural Content will generally continue to be available to you for download or streaming from the Service, as applicable, but may become unavailable due to potential content provider licensing restrictions or for other reasons, and Meural will not be liable to you if Purchased Content becomes unavailable for further download or streaming. You may download and store your own copy of Purchased Content on a Meural Device authorized for such download so that you can view that Purchased Content if it becomes unavailable for further download or streaming from the Service.
- Downloading and Risk of Loss. If you plan to download Purchased Meural Content, we encourage you to do so promptly after your purchase. If you are unable to complete a download, please contact Meural customer service. Once you purchase Meural Content and we make the Purchased Meural Content available to you, you are responsible for completing the download, if you choose to download, and for all risk of loss of the Purchased Meural Content.
- Playback Quality; Streaming. The playback resolution and quality of the Meural Content you receive will depend on a number of factors, including the type of Meural Device or Meural Ready Device on which you are accessing the Meural Content and your bandwidth, which may increase or decrease over the course of your viewing. If we detect that Meural Content we are streaming to you may be interrupted or may otherwise not play properly due to bandwidth constraints or other factors, we may decrease the resolution and file size of the streamed Meural Content in an effort to provide an uninterrupted viewing experience. While we strive to provide you a high quality viewing experience, we make no guarantee as to the resolution or quality of the Meural Content you will receive when streaming.
- General Restrictions. You may not (i) use the Service or transfer, copy or display Meural Content, except as permitted in this Agreement; (ii) sell, rent, lease, distribute, or broadcast any right to the Service or Meural Content; (iii) remove any proprietary notices or labels on Meural Content; (iv) harvest any information from the Service or Meural Content; (v) reverse engineer or modify the Service or Meural Content; (vi) attempt to disable, bypass, modify, defeat, or otherwise circumvent any digital rights management or other content protection system used as part of the Service; (vi) use the Service or Meural Content in a manner that suggests an unauthorized association or is beyond the scope of the limited license granted to you; (vii) use the Service or Meural Content for any comparative or competitive research purposes; or (viii) use the Service or Meural Content for any commercial or illegal purpose. You agree to comply with all local, state, federal, national, foreign, supranational, and international laws, statutes, ordinances, regulations, treaties, directives, and agreements that apply to your use of the Service and Meural Content.
- DISCLAIMER OF REPRESENTATIONS AND WARRANTIES.
THE SERVICE IS PROVIDED TO YOU ON AN "AS IS," "AS AVAILABLE," AND "WITH ALL FAULTS" BASIS. NEITHER MEURAL NOR ANY OF ITS OFFICERS, DIRECTORS, MANAGERS, EMPLOYEES OR AGENTS (COLLECTIVELY, THE "MEURAL PARTIES") MAKE ANY REPRESENTATIONS, WARRANTIES OR ENDORSEMENTS OF ANY KIND WHATSOEVER AS TO THE CONTENT OR OTHER SERVICES, WHETHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE OF TRADE, INCLUDING THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT AND FREEDOM FROM COMPUTER VIRUS. BY ACCESSING OR USING THE SERVICE YOU REPRESENT AND WARRANT THAT YOUR ACTIVITIES ARE LAWFUL IN EVERY JURISDICTION WHERE YOU ACCESS OR USE THE SERVICE. NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM MEURAL’S INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.
- LIMITATION OF LIABILITY.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL THE MEURAL PARTIES BE LIABLE TO YOU FOR ANY LOSS, DAMAGE OR INJURY OF ANY KIND INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, EXEMPLARY, CONSEQUENTIAL OR PUNITIVE LOSSES OR DAMAGES, OR DAMAGES FOR SYSTEM FAILURE OR MALFUNCTION OR LOSS OF PROFITS, DATA, USE, BUSINESS OR GOOD-WILL, ARISING OUT OF OR IN CONNECTION WITH (A) THE SERVICE, (B) THESE TERMS OR (C) YOUR MISUSE OF THE SERVICE OR ANY MEURAL CONTENT AVAILABLE ON OR THROUGH THE SERVICE. THE LIMITATIONS SET FORTH IN THIS SECTION SHALL APPLY REGARDLESS OF THE FORM OF ACTION, WHETHER THE ASSERTED LIABILITY OR DAMAGES ARE BASED ON CONTRACT, INDEMNIFICATION, TORT, STRICT LIABILITY, STATUTE OR ANY OTHER LEGAL OR EQUITABLE THEORY. NOTWITHSTANDING THE FOREGOING, THESE DISCLAIMERS HEREIN DO NOT EXCLUDE ANY PRODUCT LIABILITY CLAIMS, STATUTORY CONSUMER RIGHTS, DAMAGES ASSOCIATED WITH PERSONAL INJURY OR RESULTING FROM MEURAL’S INTENTIONAL MISCONDUCT, RECKLESSNESS, FRAUD, OR GROSS NEGLIGENCE.
You agree to defend, indemnify and hold harmless the Meural Parties from and against any and all claims, liabilities, damages, losses, costs and expenses (including, reasonable attorneys’ fees and costs) arising out of or in connection with any of the following: (i) your breach or alleged breach of these Terms; (ii) your misuse of the Service; (iii) your Submissions; (iv) your violation of any laws, rules, regulations, codes, statutes, ordinances or orders of any governmental or quasi-governmental authorities; (v) your violation of the rights of any third party, including any intellectual property right, publicity, confidentiality, property or privacy right; (vi) your use of a Third Party Service; or (vii) any misrepresentation made by you. Meural reserves the right to assume, at your expense, the exclusive defense and control of any matter subject to indemnification by you. You agree to cooperate with Meural’s defense of any claim. You will not in any event settle any claim without the prior written consent of Meural. This provision does not require you to indemnify Meural for any unconscionable commercial practice by Meural or for our fraud, deception, false promise, misrepresentation or concealment, suppression or omission of any material fact in connection with the Service.
- PRE-ORDERING MEURAL DEVICES.
- Pre-Ordering. By pre-ordering a Meural Device you acknowledge and agree that you are contributing (i.e., making a partial payment) to a work in progress and not making a direct purchase. In return for your partial payment, you will receive the number of Meural Devices you pre-ordered. The required partial payment for each Meural Device is listed on the Website. When you pre-order a Meural Device, you agree to pay any amounts and fees Meural may charge you for the Meural Device. Before you are required to make any payment, you will have an opportunity to review and accept the amount that you will be charged to you. All payments are in U.S. Dollars. Meural will charge the payment method you specify at the time of your contribution. You hereby authorize us to charge all sums described herein to such payment method. If you make any applicable payment with a credit card, Meural may seek pre-authorization of your credit card account prior to your purchase to verify that the credit card is valid and has the necessary funds or credit available to cover your purchase. Meural may change the required contribution amount for the Meural Devices from time to time by posting the changes on the Website.
- Fulfillment. You agree that Meural may cancel or refund your contribution at any time prior to the date on which we ship the Meural Device(s) and for any reason, and if Meural does so, Meural is not required to fulfill the reward.
- Refunds. If you cancel your pre-order any time prior to the time we ship the Meural Device(s) as your reward, we will refund to you the amounts that you paid. After the Meural Device(s) have shipped, Meural has no obligation to provide refunds or credits, but may grant them in extenuating circumstances, as a result of specific refund guarantee promotions, or to correct any errors made by Meural, in each case in Meural's sole discretion.
- Taxes. Meural’s fees are net of any applicable Sales Tax. If the Meural Device(s) are subject to Sales Tax in any jurisdiction and you have not remitted the applicable Sales Tax to us, you will be responsible for the payment of such Sales Tax and any related penalties or interest to the relevant tax authority and you will indemnify Meural for any liability or expense we may incur in connection with such Sales Tax. Upon our request, you will provide us with official receipts issued by the appropriate taxing authority, or other such evidence that you have paid all applicable taxes. For purposes of this section, “Sales Tax” shall mean any sales or use tax, and any other tax measured by sales proceeds, that Meural is permitted to pass to its customers that is the functional equivalent of a sales tax where the applicable taxing jurisdiction does not otherwise impose a sales or use tax.
Meural will make reasonable efforts to keep private the images you upload to Meural for private viewing on your Meural Device(s), but Meural makes no guarantee that any images you upload to Meural for private viewing on your Meural Device(s) will remain private. When you submit any unsolicited ideas, feedback, opinions, techniques, images, sounds, videos, or other content to Meural through or relating to the Service (“Submissions”), you grant Meural a non-exclusive, unrestricted, unconditional, unlimited, worldwide, irrevocable, perpetual, transferable and cost-free right and license to host, store, use, display, reproduce, modify, adapt, edit, combine with other materials, publish, distribute, create derivative works from, promote, exhibit, broadcast, syndicate, sublicense (including, without limitation, to third party media channels, platforms, and distributors), publicly perform, publicly display, and otherwise use and exploit in any manner whatsoever, or grant third parties the right to do any of the foregoing, all or any portion of your Submissions, for any purpose whatsoever in all formats, on or through any means or medium now known or hereafter developed, and with any technology or devices now known or hereafter developed, and to advertise, market, and promote the same. You further irrevocably grant Meural the right, but not the obligation, to use your name in connection with your Submissions. You also agree to waive any right of approval for our use of the rights granted herein and agree to waive any moral rights that you may have in any Submissions, even if it is altered or changed in a manner not agreeable to you. To the extent not waivable, you irrevocably agree not to exercise such rights in a manner that interferes with any exercise of the granted rights.
You understand that you will not receive any fees, sums, consideration, or remuneration for any of the rights granted in this Section. Meural’s receipt of your Submissions is not an admission of their novelty, priority, or originality, and it does not impair our right to existing or future intellectual property rights relating to your Submissions. You waive any and all rights and claims in connection with our consideration, use, or development of any product, content, or other materials similar or identical to your Submission now or in the future.
You represent and warrant that you own or have the necessary rights, licenses, consents, and permissions to grant Meural the rights granted in this Section. You alone, though, retain whatever legally cognizable right, title, and interest that you have in your Submission and remain responsible for them.
We may terminate your access to the Service, including any Subscription available as part of the Service, at our discretion without notice (except as may be required by applicable law) or liability. = If you violate any of these Terms, your rights under this Agreement will automatically terminate without notice, and Meural may, in its discretion, immediately revoke your access to the Service and to Meural Content without refund of any fees. In such event, you must delete all copies of Meural Content that you have downloaded.
- MODIFICATION OF SERVICE.
Meural reserves the right to modify or suspend the Service, or any part of the Service, at any time and without notice (except as required by applicable law), and Meural will not be liable to you should it exercise such rights, even if your ability to use Content is impacted by the change. Upon suspension of your access to the Service, or upon notice from Meural, all rights granted to you under these Terms or any applicable Additional Terms will cease immediately, and you agree that you will immediately discontinue use of the Service and Meural Content.
- THIRD PARTY SERVICES.
Meural reserves the right, in Meural’s sole discretion, to modify or replace any part of these Terms and any applicable Additional Terms, at any time without prior notice. You agree that Meural may notify you of any updated Terms and any applicable Additional Terms by posting them on the Service so that they are accessible via a link from the Website, and/or to send you an e-mail to the last e-mail address you provided to Meural. All such changes are effective immediately when Meural posts them, or such later date as may be specified in the notice of updated Terms and any applicable Additional Terms. Meural will provide you with the opportunity to affirmatively agree to any modified or replaced Terms or Additional Terms. If you object to any such changes, your sole recourse is to cease using the Service.
- RESERVATION OF RIGHTS; WAIVER.
All rights not expressly granted to you are reserved by Meural and its licensors and other third parties. No right or license may be construed, under any legal theory, by implication, estoppel, industry custom, or otherwise. The Service, Software and the Meural Content embody intellectual property that is protected by law. Copyright owners of the Meural Content are intended third-party beneficiaries under the Agreement. Any unauthorized use of the Meural Content or Service for any purpose is prohibited.
- COPYRIGHT INFRINGEMENT.
- DMCA Notification. Meural responds to copyright notifications submitted under the Digital Millennium Copyright Act, 17 U.S.C. § 512 (“ DMCA”). To submit a notice of claimed copyright infringement under U.S. law, provide Meural’s designated agent with the following written information:
- A physical or electronic signature of the copyright owner or a person authorized to act on his or her behalf;
- Identification of the copyrighted work claimed to have been infringed;
- Identification of the infringing material and information reasonably sufficient to permit Meural to locate that material;
- Your contact information, including your address, telephone number, and an e-mail address;
- A statement that you have a good faith belief that the use of the material in the manner asserted is not authorized by the copyright owner, its agent, or the law; and
- A statement that the information in the notification is accurate, and, under penalty of perjury, that you are authorized to act on behalf of the copyright owner.
- Counter Notification. If you believe that your material has been removed in error in response to a copyright notification, you may submit a counter notification to our designated agent with the following written information:
- A physical or electronic signature;
- Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
- A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
- Your name, address, and telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which the address is located, or if your address is outside of the U.S., for any judicial district in which Meural may be found, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.
- Designated Agent. Meural’s designated agent may be contacted at: firstname.lastname@example.org. You can obtain further information from the Copyright Office’s online directory atwww.dmca.copyright.gov/osp. Meural will respond to notifications of claimed copyright infringement and counter notifications in response thereto, in accordance with the DMCA.
- CUSTOMER SUPPORT.
If you have any questions or comments, please send an e-mail to Meural at email@example.com. You acknowledge that the provision of support is at Meural’s sole discretion and that Meural has no obligation to provide you with customer support of any kind. All legal notices to us must be mailed to: Meural Inc., 625 Broadway, 11th Floor, New York, NY 10012. When you communicate with Meural electronically, you consent to receive communications from us electronically. You agree that all agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications be in writing.
- DISPUTE RESOLUTION.
- Agreement to Arbitrate. You and Meural agree to resolve any claims relating to these Terms through final and binding arbitration, except to the extent you have in any manner violated or threatened to violate Meural’s intellectual property rights (for example, trademark, trade secret, copyright, or patent rights). Under such circumstances Meural may bring a lawsuit solely for injunctive relief to stop unauthorized use or abuse of the Service, the Meural Content, or intellectual property infringement (for example, trademark, trade secret, copyright, or patent rights) without first engaging in arbitration or the informal dispute-resolution process described herein.
- Notice Requirement and Informal Dispute Resolution.Before either party may seek arbitration, the party must first send to the other party a written Notice of Dispute (“Notice”) describing the nature and basis of the claim or dispute, and the requested relief. A Notice to Meural should be sent to: Meural Inc., 625 Broadway, 11th Floor, New York, NY 10012. After the Notice is received, you and Meural may attempt to resolve the claim or dispute informally. If you and Meural do not resolve the claim or dispute within thirty (30) days after the Notice is received, either party may begin an arbitration proceeding. The amount of any settlement offer made by any party may not be disclosed to the arbitrator until after the arbitrator has determined the amount of the award, if any, to which either party is entitled.
- Arbitration Rules. Arbitration shall be initiated through the American Arbitration Association (“AAA”), an established alternative dispute resolution provider (“ADR Provider”) that offers arbitration as set forth in this section. If AAA is not available to arbitrate, the parties shall agree to select an alternative ADR Provider. The rules of the ADR Provider shall govern all aspects of the arbitration, including but not limited to the method of initiating and/or demanding arbitration, except to the extent such rules are in conflict with the Terms. The AAA Consumer Arbitration Rules governing the arbitration are available online at www.adr.org or by calling the AAA at 1- 800-778-7879. The arbitration shall be conducted by a single neutral arbitrator. Any claims or disputes where the total amount of the award sought is less than Ten Thousand U.S. Dollars (US $10,000.00) may be resolved through binding non-appearance-based arbitration, at the option of the party seeking relief. For claims or disputes where the total amount of the award sought is Ten Thousand U.S. Dollars (US $10,000.00) or more, the right to a hearing will be determined by the Arbitration Rules. Any hearing will be held in a location within 100 miles of your residence, unless you reside outside of the United States, and unless the parties agree otherwise. If you reside outside of the U.S., the arbitrator shall give the parties reasonable notice of the date, time and place of any oral hearings. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. If the arbitrator grants you an award that is greater than the last settlement offer that Meural made to you prior to the initiation of arbitration, Meural will pay you the greater of the award or One Thousand U.S. Dollars (US $1,000.00). Each party shall bear its own costs (including attorney’s fees) and disbursements arising out of the arbitration and shall pay an equal share of the fees and costs of the ADR, unless the arbitrator directs that bearing such costs would be an undue burden and in that case, Meural will pay for your portion of the arbitration administrative costs (but not your attorneys’ fees).
- Additional Rules for Non-Appearance Based Arbitration.If non-appearance based arbitration is elected, the arbitration shall be conducted by telephone, online and/or based solely on written submissions; the specific manner shall be chosen by the party initiating the arbitration. The arbitration shall not involve any personal appearance by the parties or witnesses unless otherwise agreed by the parties.
- Time Limits. If you or Meural pursue arbitration, the arbitration action must be initiated and/or demanded within the statute of limitations (i.e., the legal deadline for filing a claim) and within any deadline imposed under the AAA Rules for the pertinent claim.
- Authority of Arbitrator. If arbitration is initiated, the arbitrator will decide the rights and liabilities, if any, of you and Meural, and the dispute will not be consolidated with any other matters or joined with any other cases or parties. The arbitrator shall have the authority to grant motions dispositive of all or part of any claim. The arbitrator shall have the authority to award monetary damages, and to grant any non-monetary remedy or relief available to an individual under applicable law, the AAA Rules, and the Terms. The arbitrator shall issue a written award and statement of decision describing the essential findings and conclusions on which the award is based, including the calculation of any damages awarded. The arbitrator has the same authority to award relief on an individual basis that a judge in a court of law would have. The award of the arbitrator is final and binding upon you and Meural.
- Waiver of Class Actions. You waive any right to pursue an action on a class-wide basis against Meural and may only resolve disputes with us on an individual basis, and may not bring a claim against Meural as a plaintiff or a class member in a class, consolidated, or representative action. Class arbitrations, class actions, private attorney general actions, and consolidation with other arbitrations are not allowed.
- Waiver of Jury Trial. THE PARTIES HEREBY WAIVE THEIR CONSTITUTIONAL AND STATUTORY RIGHTS TO GO TO COURT AND HAVE A TRIAL IN FRONT OF A JUDGE OR A JURY, instead electing that all claims and disputes shall be resolved by arbitration. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in court and are subject to very limited review by a court. In the event any litigation should arise between you and Meural in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND MEURAL WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge. YOU ACKNOWLEDGE THAT YOU HAVE BEEN ADVISED THAT YOU MAY CONSULT WITH AN ATTORNEY IN DECIDING TO ACCEPT THIS AGREEMENT TO ARBITRATE.
- Confidentiality. All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. The parties agree to maintain confidentiality unless otherwise required by law. This paragraph shall not prevent a party from submitting to a court of law any information necessary to enforce this Agreement, to enforce an arbitration award, or to seek injunctive or equitable relief.
- Choice of Law; Forum Selection. In any circumstances where the Agreement to Arbitrate Disputes permits the parties to litigate in court, these Terms shall be governed by and construed in accordance with the laws of the State of New York, excluding its conflict of law rules. You further expressly consent and agree to submit to the exclusive jurisdiction and venue of a court of competent jurisdiction located in New York, NY.
- WAIVER OF INJUNCTIVE OR OTHER EQUITABLE RELIEF.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU AGREE THAT YOU WILL NOT BE PERMITTED TO OBTAIN AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND, SUCH AS ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF ANY WEBSITE, APPLICATION, CONTENT, SUBMISSIONS, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY MEURAL OR A LICENSOR OF MEURAL.
- GENERAL PROVISIONS.
- Consent or Approval. No Meural consent or approval may be deemed to have been granted by Meural without being in writing and signed by an officer of Meural.
- Survival. The provisions of these Terms and any applicable Additional Terms, which by their nature should survive termination of your use of the Service, including sections on Service, (except for the limited license), Subscriptions/Memberships, Termination, Modification of Service, Amendments, Copyright Infringement, Customer Support, Third Party Services, Agreement to Arbitrate Disputes and Choice of Law, Disclaimer of Representations and Warranties, Limitation of Liability, Indemnification, Waiver of Injunctive or Other Equitable Relief, Amendments, and General Provisions, will survive.
- Severability; Interpretation; Assignment. If any provision of these Terms, or any applicable Additional Terms, is for any reason deemed invalid, unlawful, void, or unenforceable, then that provision will be deemed severable from these Terms or the Additional Terms, and the invalidity of the provision will not affect the validity or enforceability of the remainder of these Terms or the Additional Terms. You hereby waive any applicable statutory and common law that may permit a contract to be construed against its drafter. The summaries of provisions and section headings are provided for convenience only and shall not limit the full Terms. Meural may assign its rights and obligations under these Terms and any applicable Additional Terms, in whole or in part, to any party at any time without any notice. These Terms and any applicable Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of an officer of Meural.
- Complete Agreement; No Waiver. These Terms, and any applicable Additional Terms, reflect the complete agreement between you and Meural regarding the Service and supersede any prior agreements, representations, warranties, assurances or discussion related to the Service. Except as expressly set forth in these Terms or any applicable Additional Terms: (i) no failure or delay by you or Meural in exercising any of rights, powers, or remedies under will operate as a waiver of that or any other right, power, or remedy; and (ii) no waiver or modification of any term of these Terms or any applicable Additional Terms will be effective unless in writing and signed by the party against whom the waiver or modification is sought to be enforced.
- International Issues. Meural controls and operates the Service from the U.S., and Meural makes no representation that the Service is appropriate or available for use beyond the U.S. You agree that the United Nations Convention on Contracts for the International Sale of Goods does not apply to these Terms or to any sale of goods carried out as a result of your use of the Service. Software related to or made available by the Service may be subject to export controls of the U.S., and, except as authorized by law, you agree and warrant not to export or re-export the software to any county, or to any person, entity, or end-user subject to U.S. export controls or sanctions.
- Investigations; Cooperation with Law Enforcement. Meural reserves the right to investigate and prosecute any suspected breaches of these Terms or the Service. Meural may disclose any information as necessary to satisfy any law, regulation, legal process or governmental request.
- California Consumer Rights and Notices. Residents of California are entitled to the following specific consumer rights information: you may contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs by mail at: 1625 North Market Blvd., Suite N 112, Sacramento, California 95834, or by telephone at (916) 445-1254. Their website is located at: http://www.dca.ca.gov.
QUESTIONS, COMPLAINTS, AND CLAIMS.
If you have any questions, complaints or claims, please contact us at firstname.lastname@example.org. We will do our best to address your concerns. If you feel that your concerns have been addressed incompletely, we invite you to let us know for further investigation.