EFFECTIVE: 15 April 2020
We reserve the right, at our sole discretion, to change or modify portions of this Agreement at any time. If we do this, we will post the changes on this page and will indicate at the top of this page the date this Agreement was last revised. You may read a current, effective copy of this Agreement at any time by selecting the “Terms” link on the Site. We will also notify you of any material changes either through a pop-up notice, e-mail or through other reasonable means. Your continued use of the Site after any such changes constitutes your acceptance of the new Agreement. You should periodically visit this page to review the current Agreement, so you are aware of any revision to which you are bound. If you do not agree to abide by this or any future Agreement, do not use or access (or continue to use or access) the Site.
ARBITRATION NOTICE AND CLASS ACTION WAIVER: EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE ARBITRATION SECTION BELOW OR WHERE PROHIBITED BY APPLICABLE LAW, YOU AGREE THAT DISPUTES BETWEEN YOU AND US WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU WAIVE YOUR RIGHT TO PARTICIPATE IN A CLASS ACTION LAWSUIT OR CLASS-WIDE ARBITRATION.
2.1 If you are below the age of consent under applicable law in the country in which you reside, then your parent or legal guardian must read and accept this Agreement in your name and on your behalf.
2.2 You represent and warrant that you are at least 18 years of age. If you are under age 18, you may not, under any circumstances or for any reason, use the Site. We may, in our sole discretion, refuse to offer the Services to any person or entity and change our eligibility criteria at any time.
2.3 We continually test new features, functionalities, services, user interfaces and Products that we are considering incorporating into or providing through our Site. We reserve the right to include or exclude you from these tests without notice.
2.4 You are solely responsible for ensuring that your use of the Services complies with all laws, rules and regulations applicable to you. If the applicable law in the country in which you reside requires that you must be older than 18 to receive certain Services, then the minimum age is the legally required one. If you are a minor, you may wish to consult your parents about what portions of the Services are appropriate for you. The right to access the Site is revoked where this Agreement or use of the Site is prohibited or to the extent offering, sale or provision of the Services conflicts with any applicable law, rule or regulation.
Any reference to a Merci Handy product, application, or service on the Site does not imply that such product or service is or will be available in your country and/or state where it may be subject to different regulations and conditions of use. Such reference does not imply any intention on our part to sell this product, application, or service in your country and/or state and you should always rely on product information especially created for your country and/or state. The Site contains information about products and services that may or may not be available in any particular country or region of the world, may be available under different trademarks in different countries, and where applicable, may be approved or cleared by a government regulatory body for sale or use with different indications and restrictions in different countries. You should not construe anything on linked sites as a promotion or solicitation for any product or for the use of any product that is not authorized by the laws and regulations of the country where you are located.
- Use of the Site.
5.1 The Site contains material, including but not limited to software, text, graphics and images (collectively referred to as the “Content”). We either own the Content, or portions of the Content may be made available to us through arrangements that we have with third parties. We do not guarantee that any Content you access on or through the Site is or will continue to be accurate. The Content is protected by United States and foreign intellectual property laws. Unauthorized use of the Content may result in violation of copyright, trademark, and other laws. You have no rights in or to the Content, and you will not use, copy or display the Content. No other use is permitted without our prior written consent. You must retain all copyright and other proprietary notices contained in the original Content on any copy you make of the Content. You may not sell, transfer, assign, license, sublicense, or modify the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Content in any way for any public or commercial purpose. The use or posting of any of the Content on any other website or in a networked computer environment for any purpose is expressly prohibited. If you violate any part of this Agreement, your right to access and/or use the Content and Site shall automatically terminate and you shall immediately destroy any copies you have made of the Content.
5.2 The trademarks, service marks, and logos of Merci Handy, whether (collectively, the “Merci Handy Trademarks”) used and displayed in connection with the Services are registered and unregistered trademarks or service marks of Merci Handy. Other company, product, and service names located on the Site or otherwise used in connection with the Services may be trademarks or service marks owned by third parties (the “Third Party Trademarks”, and, collectively with the Merci Handy Trademarks, the “Trademarks”). Nothing on the Site, in the Services or in this Agreement should be construed as granting, by implication, estoppel, or otherwise, any license or right to use any Trademark displayed on the Site or otherwise used in connection with the Services without our prior written consent specific for each such use. The Trademarks may not be used to disparage us or any applicable third party, our or the applicable third party’s products or services, or in any manner (using commercially reasonable judgment) that may damage any goodwill in the Trademarks (this shall exclude any negative feedback on the Products). Use of any Merci Handy Trademarks as part of a link to or from any website is prohibited without our prior written consent. All goodwill generated from the use of any Merci Handy Trademark shall inure to our benefit.
5.3 You may not use the Sites for any unlawful or prohibited purpose or in any manner that is inconsistent with the limited privilege granted herein. In particular, you agree not to: (a) take any action that imposes an unreasonable load on the Site’s infrastructure; (b) use any device, software or routine to interfere or attempt to interfere with the proper working of the Site or any activity being conducted on the Site; (c) attempt to decipher, decompile, disassemble or reverse engineer any of the software comprising or making up the Site; (d) delete or alter any material we or any other person or entity posts on the Site; (e) otherwise take any action in violation of our guidelines and policies; (f) using the Site to invade the privacy of, obtain the identity of, or obtain any personal information about any other user of the Site; or (g) modify, erase, or damage any information contained on the computer of any user connected to the Site.
5.4 In using the Site, you agree not to: (a) 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 sites; (b) disrupt or interfere with any other user's enjoyment of the Site or affiliated or linked sites; (c) upload, post, or otherwise transmit through or on any Site any viruses or other harmful, disruptive or destructive files; (d) transmit through or on the Site spam, chain letters, junk mail or any other type of unsolicited mass email to people or entities who have not agreed to be part of such mailings; (e) attempt to obtain unauthorized access to the Site or portions of the Site which are restricted from general access.
In addition, you agree that you will comply with all applicable local, state, national and international laws and regulations that relate to your use of or activities on the Site.
- Third Party Sites.
6.1 The Site may contain links to third party websites, services or other resources on the Internet (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of any materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access any External Sites, you do so at your own risk. You acknowledge and agree that we shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any content, goods or services available on or through any External Sites.
- User Content.
7.1 With respect to the Photos (as defined below), Submissions (as defined below), and any content or other materials you provide to or upload through the Site or share with other Site users or recipients (collectively, “User Content”), you represent and warrant that you own all right, title and interest in and to such User Content, including, without limitation, all copyrights and rights of publicity contained therein, and that all User Content provided by you is accurate, complete, up-to-date, and in compliance with all applicable laws, rules and regulations. You shall not (and shall not permit any third party to) take any action or upload, post, or otherwise distribute any User Content that infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty. You shall not (and shall not permit any third party to) take any action or upload, post, or otherwise distribute any User Content that you know if false, misleading, untruthful or inaccurate, or is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, contains or depicts nudity, contains or depicts sexual activity, or is otherwise inappropriate as determined by us in our sole discretion.
7.2 The Site may pull content from our users who share photos and videos on Instagram using our brand hashtags, including, without limitation, #MerciHandy, #mercihandy(collectively, the “Merci Handy Hashtags”), or tagging the @MerciHandy (collectively, “Photos”). You acknowledge and agree that the Photos may be used by Merci Handy, and you hereby grant us permission to use and authorize others to use your name or social media handle in association with the Photos for identification, publicity related to the Services and similar promotional purposes, including after your termination of your Account or the Services. You represent and warrant that the posting and use of your Photos, including to the extent such Photos include your name, username, likeness, voice, or photograph, does not violate, misappropriate or infringe on the rights of any third party, including, without limitation, privacy rights, publicity rights, copyrights, trademark and other intellectual property rights.
7.3 By uploading any User Content you hereby grant and will grant Merci Handy and its affiliated companies, successors and assigns a nonexclusive, worldwide, royalty free, fully paid up, transferable, sub-licensable, perpetual, irrevocable license to reproduce, adapt, publish, create derivative works from, copy, display, upload, publicly perform, distribute, store, modify and otherwise use your User Content and any name, username, likeness, voice or photograph provided in connection with your User Content, without compensation to you, in connection with the operation of the Site or the promotion, advertising or marketing of the Services, in any form, medium or technology now known or later developed, and including after your termination of your Account or the Services. For clarity, the foregoing license does not affect your other ownership or license rights in your User Content, including the right to grant additional licenses to your User Content, unless otherwise agreed in writing. You represent and warrant that you have all rights to grant such licenses to us without infringement or violation of any third party rights, including without limitation, any privacy rights, publicity rights, copyrights, trademarks, contract rights, or any other intellectual property or proprietary rights.
7.4 You acknowledge and agree that any questions, comments, suggestions, ideas, feedback or other information about the Services (collectively, “Submissions”) that you provide to us are non-confidential and we will be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without your acknowledgment or compensation to you.
7.5 You acknowledge and agree that we may preserve User Content and may also disclose User Content if required to do so by law or in the good faith belief that such preservation or disclosure is reasonably necessary to: (a) comply with legal process, applicable laws or government requests; (b) enforce this Agreement; (c) respond to claims that any User Content violates the rights of third parties; or (d) protect the rights, property, or personal safety of Merci Handy, our users and the public. You understand that the technical processing and transmission of the Site, including your User Content, may involve (i) transmissions over various networks; and (ii) changes to conform and adapt to technical requirements of connecting networks or devices.
- IP Infringement.
8.1 We respect the intellectual property rights of others and require that the people who use our Site and products do the same. If you are a copyright owner and believe that any content posted on the Site infringes upon your copyrights, please provide our designated copyright agent the following written information in accordance with the Digital Millennium Copyright Act (the “DMCA”):
- a physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
- identification of the copyrighted work claimed to have been infringed;
- identification of the material that is claimed to be infringing and information reasonably sufficient to permit location of the material;
- information reasonably sufficient to permit us to contact you, such as an address, telephone number, and, if available, an email address;
- a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
- 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 owner of an exclusive right that is allegedly infringed.
Our DMCA designated copyright agent for notice of claims of copyright infringement on the Site can be reached as follows:
9.1 Merci Handy may terminate, change, suspend or discontinue any aspect of the Site, including the availability of any features, at any time. Merci Handy may remove, modify or otherwise change any Content, including that of third parties, on or from the Site. Merci Handy may impose limits on certain features and services or restrict your access to parts or all of the Site without notice or liability. Merci Handy reserves the right to terminate your authorization to use the Site and to delete one or more of your related accounts immediately at any time if you breach or threaten to breach any of the terms herein. Merci Handy may further terminate the authorization and rights provided herein and your use of the Site at any time in its sole discretion and upon such termination, you shall immediately destroy all materials that you have downloaded from the Site.
- Securities Disclaimer.
Merci Handy Sites may contain "forward-looking statements" as defined in the Private Securities Litigation Reform Act of 1995. These statements, at the time they were made, were based on then-current expectations of future events. If any of those underlying assumptions prove or have proven to be inaccurate or unknown or if risks or uncertainties materialize or have materialized, actual results could vary or already may have varied materially from Merci Handy expectations and projections in these statements.
These risks and uncertainties include general industry conditions and competition: economic conditions such as interest rate and currency exchange rate fluctuations, technological advances and patents attained by competitors, challenges inherent in new product development including obtaining regulatory approvals, domestic and foreign health care reforms and governmental laws and regulations and trends toward health care cost containment. Merci Handy assumes no obligation to update any forward-looking statements as a result of new information or future events or developments.
- Payments; Ordering; and Billing.
11.2 You agree to have sufficient funds or credit available upon placement of any such order to ensure that the purchase price will be collectible by us. After you place your order, we will send you a confirmation email (the “Order Confirmation”). We strive to provide accurate pricing information regarding the Products available on the Site. We cannot, however, insure against pricing errors. We reserve the right, at our sole discretion, to not process or to cancel any orders placed for a Product whose price was incorrectly posted on the Site as a result of an error. If this occurs, we will notify you by email.
11.3 Unless otherwise specified, prices quoted are exclusive of: (a) the costs of shipping or carriage to the agreed place of delivery; and (b) value added tax and any other tax or duty which (where applicable) must be added to the price payable. You agree to pay for taxes, shipping or carriage of the Products as such costs are specified by us when you submit your order.
11.4 All orders of Products must be for your personal use only. By purchasing Products, you hereby agree not to resell or distribute such Products for any commercial purposes. All orders are subject to our acceptance or rejection based on Product availability, noncompliance with this Agreement or any other reason as determined in our sole discretion. For instance, if we have reason to believe that your order is not for personal use, we reserve the right to reject or cancel any order that you place. We also reserve the right, in our sole discretion, to take steps to verify your identity to process your order. We will either not charge you or refund the charges for orders that we cancel or do not process.
11.5 The Products are provided at the prices in effect at the time an Order is placed. Merci Handy reserves the right to modify the price of the items concerned for future orders. We occasionally run promotions or provide limited-time offers for our Products. Please review the promotion or offer for eligibility and other terms and conditions.
11.6 We attempt to provide accurate descriptions of Products. We do not warrant, however, that the descriptions are accurate, complete, reliable, current or error-free. If a Product is not as described, your sole remedy is to return the item, unless otherwise specified in writing by us.
12.1 Merci Handy reserves the right to use of its preferred carrier. Delivery dates are indicated as accurately as possible but are subject to variations due to availability and transportation methods. Late deliveries do not render Merci Handy accountable for the payment of damages, nor permit the cancellation in whole or in part of pending orders.
12.2 Your order will be fulfilled by the delivery date set out in the Order Confirmation or, if no delivery date is specified, then within 30 days after the date of the Order Confirmation, unless there are exceptional circumstances and except in the case of pre-orders.
12.3 We reserve the right not to deliver to any country that is prohibited by applicable export laws.
12.4 The Product(s) ordered will be at your risk from the time you receive the Product(s). Ownership of the Product(s) ordered will also pass to you upon your receipt of the Product(s), provided full payment of all sums due in respect of the Product(s), including any delivery charges, has been received.
- Returns and Exchanges.
13.1 Except for gift cards, and store-specific merchandise designated as final sales, we accept Products for returns and exchanges if requests are submitted within 14 days of receiving the order (in its entirety). Such Product must be returned in new, unused condition and in its original packaging and/or, if damages during delivery, in the condition received. To return or exchange your Product(s), please email us at email@example.com with your name, address, order number and the Product(s) you would like to exchange or return. After we receive your written request, we will respond with further instructions about returning the Product(s) to us. Such failure to give written notice shall constitute an irrevocable acceptance of Products and an admission that they fully comply with all the terms, conditions, and specifications in this Agreement. Only Products originally shipped from Merci Handy and not designated as Final Sale may be returned to Seller in accordance with the conditions set forth herein. By requesting return of a Products, you certify that the Products were purchased from the Site and there has been no substitution of the Product from another supplier, distributor or other source of the Product.
13.2 Upon receiving the returned Product(s) from you, we will process any refund due to you as soon as possible. You will be refunded in full to your original form of payment, including the cost of standard delivery; however, we will not refund your cost of returning the Product(s) to us. If you received any promotional or other discount when you paid, any refund will only reflect the amount you actually paid.
- Limitation of Liability and Disclaimer of Warranties.
14.1 THE SITE AND ITS CONTENT IS PROVIDED AS A CONVENIENCE TO YOU. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, AND EXCEPT AS OTHERWISE PROVIDED BY US IN WRITING, MERCI HANDY, OUR AFFILIATES, AND OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, SUPPLIERS, OR LICENSORS (COLLECTIVELY, THE “MERCI HANDY PARTIES“) MAKE NO WARRANTIES OR REPRESENTATIONS ABOUT THE CONTENT OR THE SERVICES, INCLUDING BUT NOT LIMITED TO THE SITE’S ACCURACY, RELIABILITY, COMPLETENESS, TIMELINESS OR RELIABILITY. THE MERCI HANDY PARTIES SHALL NOT BE SUBJECT TO LIABILITY FOR THE TRUTH, ACCURACY OR COMPLETENESS OF THE CONTENT OR THE SITE OR ANY OTHER INFORMATION CONVEYED TO THE USER OR FOR ERRORS, MISTAKES OR OMISSIONS THEREIN OR FOR ANY DELAYS OR INTERRUPTIONS OF THE DATA OR INFORMATION STREAM FROM WHATEVER CAUSE. YOU AGREE THAT YOU USE THE SERVICES AND THE CONTENT AT YOUR OWN RISK. TO THE EXTENT PERMITTED BY LAW, UNDER NO CIRCUMSTANCES, INCLUDING, WITHOUT LIMITATION, NEGLIGENCE, WHETHER IN ANY ACTION IN WARRANTY, CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE OR FUNDAMENTAL BREACH), OR OTHERWISE, SHALL THE MERCI HANDY PARTIES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES ARISING FROM OR IN CONNECTION WITH THE USE OF OR THE INABILITY TO USE THE SITE OR ANY CONTENT CONTAINED ON THE SITE, OR, EXCEPT AS OTHERWISE PROVIDED UNDER APPLICABLE LAWS AND REGULATIONS REGARDING THE SECURITY OF PERSONAL DATA, RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, OR OTHER INFORMATION THAT IS SENT OR RECEIVED OR NOT SENT OR RECEIVED, OR ANY OTHER DAMAGES OF ANY KIND, INCLUDING BUT NOT LIMITED TO PERSONAL INJURY, WRONGFUL DEATH, INTERRUPTION OF SERVICE, LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES, EVEN IF YOU HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE PARTIES ACKNOWLEDGE THAT THIS IS A REASONABLE ALLOCATION OF RISK, EVEN IF MERCI HANDY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW EXCLUSION OF CERTAIN WARRANTIES OR LIMITATIONS OF LIABILITY, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THE LIABILITY OF MERCI HANDY WOULD IN SUCH CASE BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.
14.2 YOU ACKNOWLEDGE THAT MERCI HANDY DOES NOT CONTROL IN ANY RESPECT ANY INFORMATION, PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES THROUGH ANY WEBSITES INCLUDING THE SITE. EXCEPT AS OTHERWISE AGREED IN WRITING, MERCI HANDY AND ITS AFFILIATES ASSUME NO RESPONSIBILITY FOR AND MAKE NO WARRANTY OR REPRESENTATION AS TO THE ACCURACY, CURRENCY, COMPLETENESS, RELIABILITY OR USEFULNESS OF ANY LESSON, MATERIAL, ADVICE, OPINION, SUMMARY, STATEMENT OR OTHER CONTENT OR OF ANY APPLICATIONS, PRODUCTS OR SERVICES DISTRIBUTED OR MADE AVAILABLE BY THIRD-PARTIES THROUGH ANY THIRD-PARTY OR THE SITE.
14.3 THE MERCI HANDY PARTIES DO NOT WARRANT THAT THE SITE WILL OPERATE ERROR FREE OR THAT THE SITE, ITS SERVERS, OR THE CONTENT ARE FREE OF COMPUTER VIRUSES OR SIMILAR CONTAMINATION OR DESTRUCTIVE FEATURES. IF YOUR USE OF THE SITE OR THE CONTENT RESULTS IN THE NEED FOR SERVICING OR REPLACING EQUIPMENT OR DATA, NO MERCI HANDY PARTY SHALL BE RESPONSIBLE FOR THOSE COSTS.
14.4 EXCEPT AS OTHERWISE PROVIDED BY US IN WRITING, THE CONTENT AND THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT ANY WARRANTIES OF ANY KIND. THE MERCI HANDY PARTIES DISCLAIM ALL WARRANTIES, INCLUDING, BUT NOT LIMITED TO, THE WARRANTIES OF TITLE, MERCHANTABILITY, NON-INFRINGEMENT OF THIRD PARTIES RIGHTS, AND FITNESS FOR PARTICULAR PURPOSE.
14.5 IN NO EVENT SHALL ANY MERCI HANDY PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER (INCLUDING, WITHOUT LIMITATION, INCIDENTAL AND CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION) RESULTING FROM THE USE OR INABILITY TO USE THE SERVICES OR THE CONTENT, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, EVEN IF SUCH MERCI HANDY PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) $500.00.
14.6 The above disclaimer applies to any damages, liability or injuries caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction of or unauthorized access to, alteration of, or use, whether for breach of contract, tort, negligence or any other cause of action.
Except as otherwise provided under applicable laws and regulations regarding the security of personal data, Merci Handy disclaims any warranty or representation that confidentiality of information transmitted through the Site will be maintained.
No advice or information, whether oral or written, obtained by you from Merci Handy or third-parties through the Site shall create any warranty. Some jurisdictions do not allow exclusion of implied warranties or limitation of liability for incidental or consequential damages, so the above limitations or exclusions may not apply to you. IN SUCH JURISDICTIONS, THE LIABILITY OF THE MERCI HANDY PARTIES SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW. NOTHING IN THESE TERMS AFFECTS ANY LEGAL RIGHTS AND REMEDIES YOU HAVE UNDER LOCAL LAW.
15.1 To the fullest extent permitted by applicable law, you agree to defend, indemnify, and hold harmless the Merci Handy Parties from and against any claims, actions or demands, including, without limitation, reasonable legal and accounting fees, arising or resulting from your breach of this Agreement, any User Content or Submissions you provide, or your access to, use or misuse of the Content or the Services. We shall provide notice to you of any such claim, suit, or proceeding that triggers this indemnification obligation, and you agree to do the same by writing to firstname.lastname@example.org. We reserve the right to assume the exclusive defense and control of any matter which is subject to indemnification under this section. In such case, you agree to cooperate with any reasonable requests assisting our defense of such matter.
- ARBITRATION CLAUSE AND CLASS ACTION WAIVER.
PLEASE READ THIS DISPUTE RESOLUTION SECTION CAREFULLY – IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT AND TO HAVE A JURY HEAR YOUR CLAIMS.THIS SECTION CONTAINS PROCEDURES FOR MANDATORY BINDING ARBITRATION AND A CLASS ACTION WAIVER.
16.1 Scope of the Arbitration Agreement. If Merci Handy cannot resolve any dispute with you regarding the Site, any transaction conducted on the Site or these terms, both you and Merci Handy agree that any such dispute will be resolved through binding individual arbitration. Both you and Merci Handy understand and agree to waive the right to sue or go to court to assert or defend our respective rights. However, either you or Merci Handy may bring any individual claim in small claims court consistent with the jurisdictional and dollar limits that may apply, as long as it is brought and maintained as an individual claim. The term “dispute” means any dispute, action, claim, or other controversy between you and Merci Handy, whether in contract, warranty, tort, statute, regulation, ordinance, or any other legal or equitable basis. “Dispute” will be given the broadest possible meaning allowable under law.
16.2 Informal Dispute Resolution. Either party asserting a dispute shall first try in good faith to resolve it by providing written notice to the other party describing the facts and circumstances (including any relevant documentation) and allowing the receiving party 30 days in which to respond. Both you and Merci Handy agree that this dispute resolution procedure is a condition precedent which must be satisfied before initiating any arbitration against the other party.
16.3 How Arbitration Works. Either party may initiate arbitration, which shall be conducted by the American Arbitration Association (“AAA”) pursuant to its Consumer Arbitration Rules (“AAA Rules”), as modified by these Arbitration Provisions. To file an arbitration demand and review the AAA Rules, you can go to the AAA’s website www.adr.org, or call the AAA at (800) 778-7879. In the event the AAA is unavailable or unwilling to hear the dispute, you and Merci Handy will mutually agree to, or the court shall select, another arbitration provider. The arbitration will be conducted by telephone, videoconference, or in-person in the county of your residence (as determined by your billing address on file in your Merci Handy account) as mutually agreed upon by you and Merci Handy. If you live outside the United States, any arbitration will take place in New York, NY. Unless the arbitrator finds some or all of your claims to be frivolous, without merit or otherwise non-reimbursable, Merci Handy will pay all filing, administrative, arbitrator and hearing costs up to the amount of $10,000. In determining whether an action is frivolous, the arbitrator may consider whether Merci Handy offered you a full refund of the sum you paid for any items you purchased, or otherwise offered full relief to you in relation to your individual claim.
16.4 Waiver of Right to Bring Class Action and Representative Claims. All arbitrations shall proceed on an individual basis. The arbitrator is empowered to resolve the dispute with the same remedies available in court, however, any relief must be individualized to you and shall not affect any other customer. You and Merci Handy also agree waive the right to assert or participate in any class action lawsuit or class action arbitration, any private attorney general lawsuit or private attorney general arbitration, and any joint or consolidated lawsuit or joint or consolidated arbitration of any kind. If a court decides that the limitations of this paragraph are deemed invalid or unenforceable, any putative class, private attorney general, or representative action must be brought in a court of proper jurisdiction and not in arbitration.
- User Must Comply with Applicable Laws.
17.1 You are solely responsible for ensuring compliance with the laws of your specific jurisdiction and for abiding by all applicable local, state, provincial, national and international laws and regulations.
- Transfer and Processing of Personal Data.
19.1 This Agreement is governed by the internal substantive laws of the State of New York, without respect to its conflict of laws provisions. Any dispute between you and Merci Handy that is not subject to arbitration or cannot be heard in small claims court will be resolved in state and federal courts sitting in the City of New York in the State of New York. If any provision of this Agreement is found to be invalid by any court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect. Our failure to act on or enforce any provision of this Agreement shall not be construed as a waiver of that provision or any other provision in this Agreement. No waiver shall be effective against us unless made in writing, and no such waiver shall be construed as a waiver in any other or subsequent instance. We shall not be liable for any failure to perform our obligations hereunder where such failure results from any cause beyond our reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation. Any information you submit to or provide through the Site might be publicly accessible, and you should protect important and private information. We are not liable for protection of privacy of email or other information transferred through the Internet or any other network that you may use. Products, including any intellectual property, are subject to any applicable rights of third parties, such as patents, copyrights and/or user licenses. Any term herein may not be amended, supplemented, changed, or modified, except by agreement in writing signed by the parties to be bound thereby. Ambiguities, if any, shall not be construed against any party, irrespective of which party may be deemed to have authored the ambiguous provision.