UNIVERSAL TERMS OF SERVICE AGREEMENT
1. OVERVIEW
This Universal Terms of Service Agreement (this “Agreement”) is entered into between mendup.org, LLC, Mend UP Payments, LLC (for any payment services) and Poynt, LLC (for any hardware services) (“ Mend UP”) and you, and is made effective as of the date of your use of this website (“Site”) or the date of electronic acceptance. This Agreement sets forth the general terms and conditions of your use of the Site and Services Agreements and additional policies apply to certain Services and are in addition to (not in list of) this Agreement. In the event of a conflict between the provisions of a Services Agreement and the provisions of this Agreement, the provisions of the applicable Services Agreement shall control.
The terms “we”, “us” or “our” shall refer to Mend UP. The terms “you”, “your”, “User” or “customer” shall refer to any individual or entity who accepts this Agreement, has access to or uses the Services. Nothing in this Agreement shall be deemed to confer any third-party rights or benefits.
2. MODIFICATION OF AGREEMENT, SITE OR SERVICE
Mend UP may, in it‘s sole and absolute discretion, change or modify this Agreement and any policies or agreements which are incorporated herein, at any time, and such changes or modifications shall be effective immediately upon posting to this Site. Your use of this Site or the Services after such changes or modifications have been made shall constitute your acceptance of this Agreement as last revised. If you do not agree to be bound by this Agreement as last revised, do not use (or continue to use) this Site or the Services. In addition, Mend UP may occasionally notify you of changes or modifications to this Agreement by email. It is therefore very important that you keep your email (“Account”) information current. Mend UP assumes no liability or responsibility for your failure to receive an email notification if such failure results from an inaccurate email address. In addition, Mend UP may terminate Your use of Services for any violation or breach of any of the terms of this Agreement by You.
Mend UP RESERVES THE RIGHT TO MODIFY, CHANGE, OR DISCONTINUE ANY ASPECT OF THIS SITE OR THE SERVICES, INCLUDING WITHOUT LIMITATION PRICES AND FEES FOR THE SAME, AT ANY TIME.
3. ELIGIBILITY; AUTHORITY
This Site and the Services are available only to individuals or entities (“Users”) who can form legally binding contracts under applicable law. By using this Site or the Services, you represent and warrant that you are
(i) At least eighteen (18) years of age,
(ii) Otherwise recognized as being able to form legally binding contracts under applicable law.
(iii) You are not a person barred from receiving the Services found under the laws of the United States or other applicable jurisdiction.
If you are entering into this Agreement on behalf of a corporate entity, you represent and warrant that you have the legal authority to bind such corporate entity to the terms and conditions contained in this Agreement, in which case the terms “you”, “your”, “User” or “customer” shall refer to such corporate entity. If, after your electronic acceptance of this Agreement, Mend UP finds that you do not have the legal authority to bind such corporate entity, you will be personally responsible for the obligations contained in this Agreement.
Mend UP shall not be liable for any loss or damage resulting from Mend UP’s reliance on any instruction, notice, document or communication reasonably believed by Mend UP to be genuine and originating from an authorized representative of your corporate entity. If there is reasonable doubt about the authenticity of any such instruction, notice, document or communication, Mend UP reserves the right (but undertakes no duty) to require additional authentication from you. You further agree to be bound by the terms of this Agreement for transactions entered into by you, anyone acting as your agent and anyone who uses your account or the Services, whether or not authorized by you.
4. GENERAL RULES OF CONDUCT
You acknowledge and agree that:
Your use of this Site and the Services, including any content you submit, will comply with this Agreement, any applicable Services Agreement or policy that may apply to your Services and all applicable local, state, national and international laws, rules and regulations.
You will not collect or harvest (or permit anyone else to collect or harvest) any User Content (as defined below) or any non-public or personally identifiable information about another User or any other person or entity without their express prior written consent.
You will not use this Site or the Services in a manner (as determined by Mend UP in its sole and absolute discretion) that:
Is illegal, or promotes or encourages illegal activity;
Promotes, encourages or engages in the exploitation of children, or any activity related to the proliferation of child sexual abuse material (CSAM);
Promotes, encourages or engages in terrorism, violence against people, animals, or property;
Promotes, encourages or engages in any spam or other unsolicited bulk email, or computer or network hacking or cracking;
Violates the Ryan Haight Online Pharmacy Consumer Protection Act of 2008 or similar legislation, or promotes, encourages or engages in the sale or distribution of prescription medication without a valid prescription;
Violates the Fight Online Sex Trafficking Act of 2017 or similar legislation, or promotes or facilitates prostitution and/or sex trafficking;
Infringes on the intellectual property rights of another User or any other person or entity;
Violates the privacy or publicity rights of another User or any other person or entity, or breaches any duty of confidentiality that you owe to another User or any other person or entity;
Interferes with the operation of this Site or the Services found at this Site;
Contains or installs any viruses, worms, bugs, Trojan horses or other code, files or programs designed to, or capable of, disrupting, damaging or limiting the functionality of any software or hardware;
or
Contains false or deceptive language, or unsubstantiated or comparative claims, regarding Mend UP or Mend UP’s Services.
You will not perform any false, abusive or fraudulent activity. You will not perform any action that imposes, or may impose, in our discretion, an unreasonable or disproportionately large load on our infrastructure;
You will not copy or distribute in any medium any part of this Site or the Services , except where expressly authorized by Mend UP.
You will not modify or alter any part of this Site or the Services found at this Site or any of its related technologies.
You will not access Mend UP Content (as defined below) or User Content through any technology or means other than through this Site itself, or as Mend UP may designate.
You agree to back-up all of your User Content so that you can access and use it when needed. Mend UP does not warrant that it backs-up any User Content, and you agree to accept as a risk the loss of any and all of your User Content.
You will not to circumvent, disable or otherwise interfere with the security-related features of this Site or the Services found at this Site (including without limitation those features that prevent or restrict use or copying of any Mend UP Content or User Content) or enforce limitations on the use of this Site or the Services found at this Site, the Mend UP Content or the User Content therein.
You agree to provide government-issued photo identification and/or government-issued business identification as required for verification of identity when requested.
You are aware that Mend UP may from time-to-time call you, and that, for the purposes of any and all such call(s), you may be subject to call recording and hereby consent to the same, subject to any applicable laws and our restrictions and obligations thereunder, including, where permissible, to record the entirety of such calls regardless of whether Mend UP asks you on any particular call for consent to record such call. You further acknowledge and agree that, to the extent permitted by applicable law, any such recording(s) may be submitted as evidence in any legal proceeding in which Mend UP is a party.
Without limiting any of the rights set forth elsewhere in this Agreement, Mend UP expressly reserves the right to deny, cancel, terminate, suspend, or limit future access to this Site or any Services whether due to breach of this or any other Agreement or any Mend UP policy, or (ii) who otherwise engages or has engaged in inappropriate or unlawful activity while utilizing the Site or Services (as determined by Mend UP in its sole and absolute discretion).
If your activity shows signs of fraud, abuse or suspicious activity, Mend UP may cancel any service associated your name, email address or account and close any associated conversations. If you conducted any fraudulent activity, Mend UP reserves the right to take any necessary legal action and you may be liable for monetary losses to Mend UP including litigation costs and damages. To contest cancellation of Services or freezing or closure of an account, please contact Mend UP for help.
6. PROTECTION OF YOUR DATA
Mend UP offers certain Services available to you that may involve the submission, collection and/or use of personally identifying or identifiable information about you and your own customers (“Your Data”) in the course of your use of these Services (“Covered Services”). Your Data, for the purpose of this Section, excludes any User Content. Mend UP’s Data Processing Addendum (“DPA”), which is hereby incorporated by reference and applicable to Covered Services, is meant to provide you contractual assurance that we have robust mechanisms to ensure the transfer of Your Data, including transfers of Your Data from the EEA to the Covered Services, meets with compliance under applicable data privacy laws.
Mend UP offers certain Services available to you that may involve the submission, collection and/or use of personally identifying or identifiable information about you and your own customers (“Your Data”) in the course of your use of these Services (“Covered Services”). Your Data, for the purpose of this Section, excludes any User Content. Mend UP’s Data Processing Addendum (“DPA”), which is hereby incorporated by reference and applicable to Covered Services, is meant to provide you contractual assurance that we have robust mechanisms to ensure the transfer of Your Data, including transfers of Your Data from the EEA to the Covered Services, meets with compliance under applicable data privacy laws.
7. USER CONTENT
User Submissions. You acknowledge and agree that your User Submissions are entirely voluntary, do not establish a confidential relationship or obligate Mend UP to treat your User Submissions as confidential or secret, that Mend UP has no obligation, either express or implied, to develop or use your User Submissions, and no compensation is due to you or to anyone else for any intentional or unintentional use of your User Submissions.
Mend UP shall own exclusive rights (including all intellectual property and other proprietary rights) to any User Submissions posted to this Site, and shall be entitled to the unrestricted use and dissemination of any User Submissions posted to this Site for any purpose, commercial or otherwise, without acknowledgment or compensation to you or to anyone else.
Prepare derivative works of, combine with other works, display, and perform your User Content as permitted through the functionality of this Site and under this Agreement. The above licenses granted by you in your User Content terminate within a commercially reasonable time after you remove or delete your User Content from us . You understand and agree, however, that may retain (but not distribute, display, or perform) server copies of your User Content that have been removed or deleted. The above licenses granted by you in your User Content are perpetual and irrevocable. Notwithstanding anything to the contrary contained herein, Mend UP shall not use any User Content that has been designated “private”.
8. AVAILABILITY OF WEBSITE/SERVICES
Subject to the terms and conditions of this Agreement and our other policies and procedures, we shall use commercially reasonable efforts to attempt to provide this Site and the Services on a twenty-four (24) hours a day, seven (7) days a week basis. You acknowledge and agree that from time to time this Site may be inaccessible or inoperable for any reason including, but not limited to, equipment malfunctions; periodic maintenance, repairs or replacements that we undertake from time to time; or causes beyond our reasonable control or that are not reasonably foreseeable including, but not limited to, interruption or failure of telecommunication or digital transmission links, hostile network attacks, network congestion or other failures. You acknowledge and agree that we have no control over the availability of this Site or the Service on a continuous or uninterrupted basis, and that we assume no liability to you or any other party with regard there to.
9. MONITORING OF CONTENT; ACCOUNT TERMINATION POLICY
Mend UP generally does not pre-screen User Content .However, Mend UP reserves the right (but undertakes no duty) to do so and decide whether any item of User Content is appropriate and/or complies with this Agreement..
10. DISCONTINUED SERVICES; END OF LIFE POLICY
Mend UP reserves the right to cease offering or providing any of the (i) Services or (ii) individual features, functionalities, or aspects of the Services at any time, for any or no reason, and without prior notice. Although Mend UP makes great effort to maximize the lifespan of all its Services and features, functionalities, or aspects of the Services, there are times when a Service or specific feature, functionality, or aspect of a Service that we offer will be discontinued or reach its End-of-Life (“EOL”). If that is the case, those Services, or the specific feature, functionality, or aspect of that Service, will no longer be supported by Mend UP, in any way.
Mend UP may, with or without notice to you, migrate you to the most up-to-date version of the Service, if available. You agree to take full responsibility for any and all loss or damage arising from any such migration. In the event that a feature, functionality, or aspect of any Service we offer has reached or will reach EOL, then we will attempt to notify you thirty or more days in advance of the EOL date. However, if the Service maintains a least reasonably equivalent functionality without such feature, functionality, or aspect, as determined by Mend UP in its sole and absolute discretion, Mend UP will not be required to offer a comparable feature or functionality for the Service.
11. FEES AND PAYMENTS
You agree that your Payment Method may be charged by one of our affiliated entities. If, during your purchase, your payment was identified as being processed in the United States, your transaction will be processed by mendup.org, LLC; if your payment was identified as being processed in Canada, your transaction will be processed by Mend UP Canada, Inc.; if your payment was identified as being processed in the United Kingdom, your transaction will be processed by Mend UP Europe, Ltd.; if your payment was identified as being processed in India, your transaction will be processed by Mend UP India Domains and Hosting Services India Pvt Ltd. If, during your purchase, your payment was identified as being processed in a country that is not listed above, your transaction may be processed by an entity within the disclosed country that is affiliated with our local payment service provider, and subject to the provisions of our Privacy Policy.
(a) REFUND POLICY
Products and Services available for refunds are only applicable if the desired perpetrators are not found guilty (“Refund Policy”).
(b) INTERNATIONAL PAYMENT OPTIONS
Mend UP offers a variety of alternative international payment options through a variety of International Payment Providers (“IPP”). In the event you select an IPP, you represent that you have already agreed to any and all of the IPP’s applicable customer service agreements in advance of completing your transaction at Mend UP.
(c) ROUND UP FOR CHARITY
If you participate in Round Up for Charity, you hereby authorize Mend UP to either 1) donate an amount selected by you, or 2) round up your transaction to the nearest dollar and donate 100% of the difference, to a small business relief fund (“Donation”). Mend UP will take reasonable steps to ensure your Donation is properly disbursed, in our sole discretion, to qualifying small businesses negatively impacted by the COVID-19 pandemic and will not withhold any Donation made by you through Round Up For Charity. You understand your Donation is not eligible for a refund or in-store credit.
(d) INSTALLMENT PAYMENTS
If you pay for Services by using an installment payment through an issuing bank, you acknowledge and agree that Mend UP shall not be liable to you or any third party regarding any owed interest that arises out of or relates to the installment payment. Any interest amounts that Mend UP references in any manner are for convenience purposes only, might vary or be subject to change, and are in the control of a third party. Notwithstanding the foregoing, Mend UP shall not be responsible or otherwise liable to you or any third party for disclosing or failing to disclose any applicable interest amount, which you are responsible for determining. Installment payments will only apply to a selected Service term.
12. ADDITIONAL RESERVATION OF RIGHTS
Mend UP expressly reserves the right to terminate, without notice to you, any and all Services where, in Mend UP ‘s sole discretion, you are harassing or threatening Mend UP and/or any of Mend UP‘s employees.
Mend UP Content. Except for User Content, the content on this Site and the Services , including without limitation the text, software, scripts, source code, API, graphics, photos, sounds, music, videos and interactive features and the trademarks, service marks and logos contained therein (“ Mend UP Content”), are owned by or licensed to Mend UP in perpetuity, and are subject to copyright, trademark, and/or patent protection in the United States and foreign countries, and other intellectual property rights under United States and foreign laws. Mend UP Content is provided to you “as is”, “as available” and “with all faults” for your information and personal, non-commercial use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any purposes whatsoever without the express prior written consent of Mend UP. No right or license under any copyright, trademark, patent, or other proprietary right or license is granted by this Agreement. Mend UP reserves all rights not expressly granted in and to the Mend UP Content, this Site and the Services, and this Agreement do not transfer ownership of any of these rights.
13.NO SPAM; LIQUIDATED DAMAGES
No Spam. We do not tolerate the transmission of spam. We monitor all traffic to and from our web servers for indications of spamming and maintain a spam abuse complaint center to register allegations of spam abuse. Customers suspected to be using our products and services for the purpose of sending spam are fully investigated. If we determine there is a problem with spam, we will take the appropriate action to resolve the situation.
We define spam as the sending of Unsolicited Commercial Email (UCE), Unsolicited Bulk Email (UBE) or Unsolicited Facsimiles (Fax), which is email or facsimile sent to recipients as an advertisement or otherwise, without first obtaining prior confirmed consent to receive these communications. This can include, but is not limited to, the following:
Email Messages
Newsgroup postings
Windows system messages
Pop-up messages (aka “adware” or “spyware” messages)
Instant messages (using AOL, MSN, Yahoo or other instant messenger programs)
Online chat room advertisements
Guestbook or Website Forum postings
Facsimile Solicitations
Text/SMS Messages
We will not allow our servers and services to be used for the purposes described above. In order to use our products and services, you must not only abide by all applicable laws and regulations, which include the Can-Spam Act of 2003 and the Telephone Consumer Protection Act, but you must also abide by this no spam policy. Commercial advertising and/or bulk emails or faxes may only be sent to recipients who have “opted-in” to receive messages. They must include a legitimate return address and reply-to address, the sender’s physical address, and an opt-out method in the footer of the email or fax. Upon request by us, conclusive proof of opt-in may be required for an email address or fax number.
We encourage all customers and recipients of email generated from our products and services to report suspected spam. Suspected abuse can be reported by email
Liquidated Damages. You agree that we may immediately terminate any profile which we believe, in our sole and absolute discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email. In addition, if actual damages cannot be reasonably calculated then you agree to pay us liquidated damages in the amount of $800.00 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with your profile.
14. TRADEMARK AND/OR COPYRIGHT CLAIMS
Mend UP supports the protection of intellectual property. If you would like to submit (i) a trademark claim for violation of a mark on which you hold a valid, registered trademark or service mark, or (ii) a copyright claim for material on which you hold a bona fide copyright, please refer to Mend UP’s Trademark and/or Copyright Infringement Policy referenced above and available here.
15. LINKS TO THIRD-PARTY WEBSITES
This Site and the Services found at this Site may contain links to third-party websites that are not owned or controlled by Mend UP. Mend UP assumes no responsibility for the content, terms and conditions, privacy policies, or practices of any third-party websites.
16. DISCLAIMER OF REPRESENTATIONS AND WARRANTIES
YOU SPECIFICALLY ACKNOWLEDGE AND AGREE THAT YOUR USE OF THIS SITE AND THE SERVICES FOUND AT THIS SITE SHALL BE AT YOUR OWN RISK AND THAT THIS SITE AND THE SERVICES FOUND AT THIS SITE ARE PROVIDED “AS IS”, “AS AVAILABLE” AND “WITH ALL FAULTS”. Mend UP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS DISCLAIM ALL WARRANTIES, STATUTORY, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. Mend UP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS MAKE NO REPRESENTATIONS OR WARRANTIES ABOUT
(I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE
(II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE
(III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE, AND Mend UP ASSUMES NO LIABILITY OR RESPONSIBILITY FOR THE SAME.
THE FOREGOING DISCLAIMER OF REPRESENTATIONS AND WARRANTIES SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW, AND SHALL SURVIVE ANY TERMINATION OR EXPIRATION OF THIS AGREEMENT OR YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE.
19. LIMITATION OF LIABILITY
IN NO EVENT SHALL Mend UP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND ALL THIRD PARTY SERVICE PROVIDERS, BE LIABLE TO YOU OR ANY OTHER PERSON OR ENTITY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER, INCLUDING ANY THAT MAY RESULT FROM
(I) THE ACCURACY, COMPLETENESS, OR CONTENT OF THIS SITE
(II) THE ACCURACY, COMPLETENESS, OR CONTENT OF ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE
(III) THE SERVICES FOUND AT THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE
(IV) PERSONAL INJURY OR PROPERTY DAMAGE OF ANY NATURE WHATSOEVER
(V) THIRD-PARTY CONDUCT OF ANY NATURE WHATSOEVER
(VI) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SERVERS AND/OR ANY AND ALL CONTENT, PERSONAL INFORMATION, FINANCIAL INFORMATION OR OTHER INFORMATION AND DATA STORED THEREIN
(VII) ANY INTERRUPTION OR CESSATION OF SERVICES TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE
(VIII) ANY VIRUSES, WORMS, BUGS, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR FROM THIS SITE OR ANY SITES LINKED (THROUGH HYPERLINKS, BANNER ADVERTISING OR OTHERWISE) TO THIS SITE
(IX) ANY USER CONTENT OR CONTENT THAT IS DEFAMATORY, HARASSING, ABUSIVE, HARMFUL TO MINORS OR ANY PROTECTED CLASS, PORNOGRAPHIC, “X-RATED”, OBSCENE OR OTHERWISE OBJECTIONABLE
(X) ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF THIS SITE OR THE SERVICES FOUND AT THIS SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL OR EQUITABLE THEORY, AND WHETHER OR NOT Mend UP IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
20. COMPLIANCE WITH LOCAL LAWS
Mend UP makes no representation or warranty that the content available on this Site or the Services found at this Site are appropriate in every country or jurisdiction, and access to this Site or the Services found at this Site from countries or jurisdictions where its content is illegal is prohibited. Users who choose to access this Site or the Services found at this Site are responsible for compliance with all local laws, rules and regulations.
22. DISPUTES, BINDING INDIVIDUAL ARBITRATION AND WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS
PLEASE READ THIS SECTION CAREFULLY. FOLLOW THE INSTRUCTIONS BELOW IF YOU WISH TO OPT OUT OF THE PROVISIONS REQUIRING YOU TO RESOLVE DISPUTES THROUGH INDIVIDUAL ARBITRATION.
(a) Binding Arbitration.
You and Mend UP further agree:
(i) to arbitrate all Disputes between the parties pursuant to the provisions in these Terms;
(ii) these Terms memorialize a transaction in interstate commerce;
(iii) the Federal Arbitration Act (9 U.S.C. §1, et seq.) governs the interpretation and enforcement of this Section;
(iv) this Section shall survive termination of these Terms.
ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED. The arbitrator may award you the same damages as a court sitting in proper jurisdiction, as limited by the Limitation of Liability set forth in Section 19 of this Agreement and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party’s individual claim. In addition, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court. The decision of the arbitrator shall be final and enforceable by any court with jurisdiction over the parties.
(b) Small Claims Court. Notwithstanding the foregoing, you may bring an individual action in the small claims court of your state or municipality if the action is within that court’s jurisdiction and is pending only in that court.
CONTACT INFORMATION
If you have any questions about this Agreement, please contact us by email.