1. Terms of service

    Makeably Terms of Use


    These terms and conditions are effective as of August 20, 2012 (“Effective Date”). Please read carefully the following general terms of use (“Terms of Use”) and our Privacy Policy (together with Terms of Use, “Terms and Conditions”). By using the website and services offered by Makeably, Inc, you agree to these terms of use and our privacy policy. In order to use this site (http://www.makeably.com), you must be at least 18 years of age and be able to form legally binding agreements. If you do not agree to these terms of use or the privacy policy, do not use this site.

    By using the Site in any manner, including but not limited to visiting or browsing the Site, you (the “user” or “you”) agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. This Agreement applies to all users of the Site, including without limitation users who are vendors, customers, merchants, makers, contributors of content, information and other materials or services on the Site.

    If you have any questions, please refer to the Help section of the Site.

    Membership & Access Subject to Local Restrictions

    Makeably’s services are available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. You represent and warrant that you are at least 18 years old and that all registration information you submit is accurate and truthful. Makeably may, in its sole discretion, refuse to offer access to or use of the Site to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Site is revoked in such jurisdictions.


    Individuals under the age of 18 must at all times use Makeably’’s services only in conjunction with and under the supervision of a parent or legal guardian who is at least 18 years of age. In this all cases, the adult is the user and is responsible for any and all activities.

    The Site and all information and functionality contained within it are not directed at or intended for use by any person resident or located in any jurisdiction where (1) the distribution of such information or functionality is contrary to the laws of such jurisdiction or (2) such distribution is prohibited without Makeably obtaining the necessary licenses or authorizations and such have not been obtained. You agree to comply with all local laws regarding online conduct and acceptable content.

    Password: Keep your password secure. You are fully responsible for all activity, liability and damage resulting from your failure to maintain password confidentiality. You agree to immediately notify Makeably of any unauthorized use of your password or any breach of security (please email legalese@makeably.com). You also agree that Makeably cannot and will not be liable for any loss or damage arising from your failure to keep your password secure. You agree not to provide your username and password information in combination to any other party other than Makeably without Makeably’s express written permission.

    Account Information: You must keep your account information up-to-date and accurate at all times, including a valid email address. To sell items on Makeably, you must provide and maintain valid payment information such as a valid PayPal account.

    Account Transfer: You may not transfer or sell your Makeably account and User ID to another party. If you are registering as a business entity, you personally guarantee that you have the authority to bind the entity to this Agreement.

    Limited License and Restrictions on Use


    Makeably grants you a limited, revocable, nonexclusive, nontransferable license to view, store, bookmark, download and print the pages within this Site solely for your personal, informational, and noncommercial use or as expressly authorized by Makeably in writing. Individual pages and/or sections of the Site may be printed for personal or internal use only, provided that such printouts retain all applicable copyright or other proprietary notices. You are responsible for obtaining and maintaining all equipment, services, and other materials that you need to access this Site. Makeably reserves all rights not expressly granted in these Terms of Use.
    Except as otherwise stated in these Terms of Use or as expressly authorized by Makeably in writing, you may not:

    • loan, share, publish, republish, copy, reproduce, disclose, transmit, display, sell, license, lease or distribute any portion of the Site or any data thereon to any third-party, or use the Site as a basis for a directory or database prepared for commercial sale, commercial use, or distribution;
    • remove any copyright, watermark, trademark or other proprietary notices contained in the Site;
    • disassemble, decode, decompile or otherwise reverse engineer any software (the “Software”) used in providing, accessing, storing, serving, or viewing the Site;
    • access, download, transfer or manipulate data or databases comprising the Site using protocols or interfaces other than those provided by Makeably as part of the Site. This includes the use of programming scripts, robots, spiders, crowd-sourced human intelligence, or any other automated method to automatically obtain the contact information of our subscribers and any programming scripts or third-party software or crowd-sourced human intelligence that automatically downloads or copies image or textual content from any portion of the Site;
    • hire any type of crowd-sourced or outsourced labor to utilize the Site in any way;
    • utilize any automated method of contacting subscribers or other users through the Site;
    • contact other users or subscribers to the Site with offers to consume any commercial service or purchase any product;
    • have access to or make any use of the source code for the Site;
    • take any action inconsistent with Makeably’s ownership of and rights in the Site and the Software; or
    • violate any law or regulations concerning data protection.


    In addition, by using the Site, you agree:

    • not to disrupt or interfere with the security of, or otherwise abuse, the Site, or any services, system resources, accounts, servers or networks connected to or accessible through the Site or affiliated or linked websites;
    • not to disrupt or interfere with any other user’s permitted enjoyment of the Site or affiliated or linked websites;
    • not to upload, post or otherwise transmit through or on the Site any viruses or other harmful, disruptive or destructive files;
    • not to use, frame or utilize framing techniques to enclose any Makeably trademark, logo, content or other proprietary information (including the images found at the Site, the content of any text or the layout/design of any page or form contained on a webpage) without the express written consent of Makeably
    • not to use meta tags or any other “hidden text” utilizing a Makeably name, trademark, or product name;
    • not to create or use a false identity on the Site;
    • not to collect or store personal data about others obtained through the Site without their consent; not to attempt to obtain unauthorized access to portions of the Site that are restricted from general access;
    • not to take any action that will or could impose unreasonable or disproportionately large load on our Site or our other infrastructure;
    • not to post any material that is false and/or defamatory, inaccurate, abusive, vulgar, hateful, harassing, obscene, profane, sexually oriented, threatening, invasive of a person’s privacy or otherwise in violation of any applicable local, state, national, or international law, statute, regulation, ordinance or other means of establishing legal rights and obligations in any geographic area (collectively, “Applicable Law”);
    • not to post any copyrighted material unless the copyright is owned by you or you have obtained permission from the copyright holder, which posting shall be deemed consent by you of the publication of such copyrighted material on the Site;
    • not to take any action that may undermine any feedback or rating systems; and
    • to comply with all applicable laws that relate to your use of or activities on the Site including but not limited to United States export restrictions.

    Purchases of Goods or Services

    When you purchase an item or service, you and the seller enter into a binding contract that both parties are expected to honor. Makeably may provide the vehicle for communication, negotiation, and confirmation of a bid between a buyer and seller, and all users agree that any such bids are binding obligations once proposed by the seller and accepted by the buyer. The users agree that Makeably is not involved in the actual transaction between buyers and sellers and that Makeably is not a party to the contract. Consequently, Makeably does not transfer legal ownership of items from the maker to the seller. As the buyer, you will promptly deliver payment for an item or service purchased by you unless (a) the seller fails to meet the material terms of the contract, or (b) you cannot authenticate the seller’s identity. You are responsible for all applicable taxes.

    Reputation Management and Review Functionality

    The Site may provide, as a service to its subscribers and users, review and reputation management functionality, surveys, blogs, a glossary of terms and a presence on social media sites (collectively, the “Boards”). Makeably is not responsible for any material posted on the Boards, or the accuracy of such material, by any third party. If such Boards are established, Makeably would merely be administering the material on the Boards and providing access to such material as a service to you. The Boards shall be used only in a non-commercial manner. In using any Boards, you agree not to upload, transmit, distribute or otherwise publish on such Boards any material that is, to the best of your knowledge, libelous, defamatory, obscene, abusive, pornographic, threatening, inaccurate, an invasion of privacy; an infringement of the intellectual property rights, including, but not limited to, copyrights and trademarks, of any person or entity; material that is illegal in any way or advocates illegal activity under any applicable law; an advertisement or solicitation of funds, goods or services (unless otherwise permitted on the Board); a message posted by you impersonating another; personal information such as messages which identify personal phone numbers, account numbers, personal addresses, or employer references; or chain letters or serial communications of any kind. You also agree to indemnify Makeably for any claims or suits arising from your posting of such material on any such Boards. Makeably reserves the right to monitor and delete any postings deemed inconsistent with its policies or these Terms of Use. Makeably does not assume any obligation to monitor materials in the Board or any liability for failing to either monitor the Boards or remove specific material.

    Intellectual Property Rights

    Makeably, and other Makeably graphics, logos, designs, page headers, button icons, scripts, and service names are registered trademarks, trademarks or trade dress of Makeably, Inc. in the U.S. and/or other countries. Makeably’s trademarks and trade dress may not be used, including as part of trademarks and/or as part of domain names or email addresses, in connection with any product or service in any manner that is likely to cause confusion. The Site and any and all content on the Site are protected by copyright and/or other intellectual property laws and any unauthorized use of such intellectual property or information or the Site may violate such laws related to their protection. Except as expressly provided herein, Makeably does not grant any express or implied right or license of any kind to you under any patents, copyrights, trademarks, trade secrets or other intellectual property rights.

    License to Makeably

    When you send any messages through the Site or post any content on a Board, you grant Makeably a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sub-licensable (through multiple tiers) license to exercise any and all copyright, trademark, publicity, and database rights you have in the emails and content, in any media known now or in the future.

    No Warranty

    The information and materials contained in the Site have been gathered by Makeably from sources believed by it to be reliable at the time. The information and materials are provided “as is” and Makeably makes no representations or warranties of any kind with respect to the information and materials contained in the Site, including without limitation warranties of title, non-infringement, merchantability or fitness for a particular purpose. Without limiting the foregoing, Makeably does not warrant the accuracy, timeliness, completeness, reliability or availability of the Site or the information or results obtained from use of the Site, or that the Site is virus-free or error-free. Makeably has no obligation to audit, validate or otherwise verify any information contained in the Site.

    No Guarantee

    Makeably does not guarantee continuous, uninterrupted access to the Site, and operation of the Site may be interfered with by numerous factors outside Makeably’s control.

    Viruses

    Makeably does not assume any responsibility, and shall not be liable for any damages to, or viruses that may infect, your equipment or other property on account of your access to or use of the Site.

    Links

    Makeably disclaims all liability for the quality, content, nature, or reliability of sites accessible by hyperlink from the Site, or sites linking to the Site. The linked sites are not under the control of Makeably and Makeably shall not be responsible for the content of any linked site or any link contained in a linked site, or any review, changes, or updates to such sites. The inclusion of any link does not imply any affiliation, endorsement or adoption by Makeably of a linked site or any information contained therein. When leaving the Site for another site, you should be aware that these Terms of Use no longer govern, and therefore you should review the applicable terms and policies, including privacy and data-gathering practices, of that other site. Makeably disclaims all liability for content of websites linking to or framing the Site.

    Electronic Communication (E-Mail)

    The Internet is a universally accessible medium. Ordinary E-mail messages sent over the Internet are neither confidential nor secure. They may be viewed by third parties, lost, intercepted or altered. E-mails may circulate across national borders, even if both sender and recipient are located in the same country. You are therefore recommended to communicate with Makeably by using a secure channel if such channel is provided by Makeably. In no event should you use ordinary E-mail to transmit personal or confidential information such as any account related data. Makeably shall not be liable to you or anybody else for any damages incurred in connection with any messages sent to Makeably or to other users of the Site using ordinary E-mail or any other electronic messaging system.

    Resolution of Disputes & Release

    Should you have a dispute with one or more users, or an outside party, you release Makeably (and Makeably’’s officers, directors, agents, subsidiaries, joint ventures and employees) from any and all claims, demands and damages (actual and consequential) of every kind and nature, known and unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way connected with such disputes. Makeably encourages users to report user-to-user disputes to your local law enforcement, postmaster general, or a certified mediation or arbitration entity, as applicable.

    Makeably, for the benefit of users, may try to help users resolve disputes. Makeably does so in Makeably’s sole discretion, and Makeably has no obligation to resolve disputes between users or between users and outside parties. To the extent that Makeably attempts to resolve a dispute, Makeably will do so in good faith based solely on Makeably’s policies. Makeably will not make judgments regarding legal issues or claims.

    Limitation of Liability

    TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL Makeably OR ANY OF ITS DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS OR OTHERS WITH WHOM IT MAY COLLABORATE TO PROVIDE THE SITE HAVE ANY LIABILITY WHATSOEVER TO ANY PERSON FOR ANY DIRECT OR INDIRECT LOSS, LIABILITY, COST, CLAIM, EXPENSE OR DAMAGE OF ANY KIND, WHETHER IN CONTRACT OR IN TORT, INCLUDING NEGLIGENCE, OR OTHERWISE, ARISING OUT OF OR RELATED TO THE USE OF ALL OR PART OF THE SITE, EVEN IF Makeably HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. HOWEVER, IN THE EVENT Makeably IS FOUND LIABLE, Makeably’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF Makeably’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, SUPPLIERS AND CONSULTANTS, TO YOU IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAID TO Makeably IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY, OR (B) $100. SOME STATES DO NOT ALLOW THE DISCLAIMER OF WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

    Indemnity

    You agree to indemnify and hold Makeably and (as applicable) Makeably’s parent, subsidiaries, affiliates, officers, directors, consultants, suppliers, agents and employees harmless from a claim or demand, including reasonable attorneys’ fees, made by any third party due to or arising out of your breach of the Terms and Conditions, or your violation of any law or the rights of a third party.

    Conflict with Additional Terms

    Certain web pages or areas on the Site may contain additional terms, conditions, disclosures and disclaimers (together “Additional Terms”). In addition, you may enter into one or more other agreements with Makeably (the “Other Agreements”). In the event of a conflict, the terms of the Other Agreements shall take precedence, followed by the Additional Terms, which are followed by these Terms of Use.

    Termination

    The rights granted to you herein terminate immediately upon any violation by you of these Terms of Use. Makeably, in its sole discretion, reserves the right to temporarily or permanently terminate your access to and use of this Site at any time and for any reason whatsoever, without notice or liability. Makeably will not be liable to you or any third party for any suspension or termination of your access to or use of this Site.

    Modifications:


    Makeably reserves the right to modify or terminate the Makeably service for any reason, without notice, at any time. Makeably reserves the right to alter these Terms of Use or other Site policies at any time, so please review the policies frequently for a listing of material changes and their effective dates. If Makeably makes a material change to Makeably, we will notify you here, by email, by means of a notice on our home page, or other places Makeably deems appropriate. What constitutes a “material change” will be determined at Makeably’’s sole discretion, in good faith, and using common sense and reasonable judgment.Your continued use of this site after notice of a modification indicates your acceptance of the amended Terms of Use.

    Severability Clause

    If any part of these Terms of Use is held to be unenforceable, such holding shall not affect the validity of the other provisions of the Terms of Use, which shall remain in full force and effect.

    Choice of Law

    This Agreement shall in all respects be interpreted and construed with and by the laws of the State of New York, excluding its conflicts of laws rules, and the United States of America.

    General

    This Agreement sets forth the entire understanding and agreement between the parties with respect to the subject matter hereof. If any provision of this Agreement is held to be unenforceable, such provision shall be struck and the remaining provisions remain enforceable. You and Makeably are independent contractors, and no agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement. Makeably  may assign this Agreement by providing notice to you. You may not assign this Agreement, nor any of its rights or obligations, without Makeably ’s prior written consent. No waiver shall be deemed a waiver of any prior or subsequent default hereunder.
    The following Sections survive any termination or expiration of this Agreement: License to Makeably , No Warranty, Limitation of Liability, Release, Indemnity, Applicable Law and Dispute Resolution, and General.

    Notices & Procedures

    We may give notice to you by means of (i) a general notice in your account information; (ii) by email to your e-mail address on record in your Registration Data, or (iii) written communication sent to you by first class mail to your address on record in your Registration Data. Such notice shall be deemed to have been given upon the expiration of forty-eight (48) hours after mailing or posting (if sent by first class mail) or twenty-four (24) hours after sending (if by e-mail). Except as explicitly stated otherwise, any notices shall be given by postal mail to Makeably; Attn: Legal Department; 625 Ewing Avenue; Franklin Lakes, NJ 07417.

    If You believe that your work has been copied and posted on our Site in a way that constitutes copyright infringement, please provide our Copyright Agent with the following information: (i) an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright interest; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where the material that you claim is infringing is located on our Site; (iv) your address, telephone number, and email address; (v) a written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (vi) a statement by you, made under penalty of perjury, that the above information in your notice is accurate and that you are the copyright owner or authorized to act on the copyright owner’s behalf. Makeably ‘s Copyright Agent for notice of claims of copyright infringement can be reached by email ryan@makeably.com.

     
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