We collect personal information in the following ways.
We may also automatically collect certain information in some instances, including:
The information we receive from developers that maintain your accounts varies depending on several factors, including what and how information is made available by those providers and the specific Makini services developers use, or in cases where we offer services directly to you, the Makini services you use. It may include identifiers, commercial information, financial information, and professional information from your Business Software product and service providers. More specifically, this may include the following types of information:
We obtain information from third-party sources. For example, we may collect information about you from data analytics providers or social networks. If you create or log into the Services through a third-party platform (such as Facebook or Google) we will have access to certain information from that platform, such as your name, profile picture, and email address, in accordance with the authorization procedures determined by such third-party platform.
We may draw inferences to derive information about you based on other information we collect. For example, we may make inferences about your location based on your IP address. We may also derive inferences from your inventory and purchase information, including your transaction data, and from other sources to help enable the developers of your connected applications to provide a better user experience to you.
We use the information collected to provide, maintain, and improve the Services. We also use the
information we collect to:
Create and maintain your account;
We are headquartered in the United States and have operations and service providers in the United States and other countries. Accordingly, we and our service providers may transfer your personal information to, or store or access it in, jurisdictions that may not provide levels of data protection that are equivalent to those of your home jurisdiction. For example, we transfer personal data to Amazon Web Services, one of our service providers that processes personal information for us in various data center locations across the globe, including those listed here. We will take steps to ensure that your personal information receives an adequate level of protection in the jurisdictions in which we process it.
In submitting any third-party personal data within the context of the Services (“Third-Party Data”), the parties agree that you shall be the Data Controller and you appoint us as a Data Processor of such data, for the purpose of providing the Services. To the extent that we are a “Data Processor” for you in respect of such Third-Party Data, we will:
We as Data Processor may provide access to a subcontractor processor to any such Third-Party Data if we reasonably consider such access and processing necessary to the performance of the Services. In the event of such access and before the access takes place, we will ensure that an agreement with the third-party is in place which is sufficient to require it to treat personal data in accordance with the applicable provisions of this Policy and applicable law. In particular, you authorize us to subcontract the provision of technology and commercial services to members of our corporate group.
You represent and warrant that you have all the appropriate consents from data subjects whose personal data are submitted to us in the course of the provision of the Services.
We retain End User Information for no longer than necessary to fulfill the purposes for which it was collected and used, as described in this Policy, unless a longer retention period is required under applicable law. As permitted under applicable law, even after you stop using an application or terminate your account with one or more developer, we may still retain your information (for example, if you still have an account with another developer). However, your information will only be processed as required by law or in accordance with this Policy.
Makini’s systems are designed to automatically delete your personal information when a developer removes your connection from their application to your End User Information, which they might do, for example, if you close your account with them. The exceptions to this may be if: (a) you’ve established a connection with another application through Makini that is still active; (b) Makini needs your End User Information to continue providing you with a Makini service you requested, or to carry out another notified purpose with your consent; (c) Makini is required by law to keep your End User Information; or (d) Makini needs your information to help prevent fraud or protect privacy, provide support, or investigate misuse and misconduct.
Please refer to the “California Privacy Rights” and “European Privacy Rights” sections of this Policy for options that may be available to you, including the right to request deletion of End User Information. You can also contact us about our data retention practices at privacy@makini.io.
Makini implements security policies and practices designed to protect the confidentiality and integrity of information about you and information in the Business Software account you connect via Makini, including the information you provide to us (such as Social Security number and other identifying information), as well as any other information we collect about you. Makini implements control measures designed to limit access to this information to personnel who have a business reason to know it and prohibits its personnel from unlawfully disclosing this information.
You may access, correct, and delete your account information by contacting us via email at privacy@makini.io. If you choose to delete your account, we may continue to retain certain information about you as required by law or for our legitimate business purposes.
Most web browsers are set to accept cookies by default. You can generally adjust your browser settings to remove or reject browser cookies; however, please note that removing or rejecting cookies could affect the availability and functionality of the Services.
You may opt out of receiving certain marketing communications from us by following the instructions in the communications—generally, clicking an unsubscribe link at the bottom of any marketing email. You cannot generally opt out of transactional or administrative emails, so we may continue to send you those emails even if you opt out from marketing communications.
The California Consumer Privacy Act or “CCPA” (Cal. Civ. Code § 1798.100 et seq.) affords consumers residing in California certain rights with respect to their personal information. If you are a California resident, this section applies to you.
In the preceding 12 months, we have collected the following categories of personal information: identifiers, commercial information, internet or other electronic network activity information, and inferences. For details about the precise data points we collect and the categories of sources of such collection, please see the Collection of Information section above. We collect personal information for the business and commercial purposes described in the Use of Information section above. In the preceding 12 months, we have disclosed the following categories of personal information for business purposes to the following categories of recipients:
We do not sell your personal information.
Subject to certain limitations, you have the right to (1) request to know more about the categories and specific pieces of personal information we collect, use, and disclose about you, (2) request deletion of your personal information, (3) opt out of any sales of your personal information, if we engage in that activity in the future, and (4) not be discriminated against for exercising these rights. You may make these requests by emailing us at privacy@makini.io. We will verify a webform request by asking you to provide identifying information. We will not discriminate against you if you exercise your rights under the CCPA.
If we receive your request from an authorized agent, we may ask for evidence that you have provided such agent with a power of attorney or that the agent otherwise has valid written authority to submit requests to exercise rights on your behalf. This may include requiring you to verify your identity. If you are an authorized agent seeking to make a request, please email us at privacy@makini.io.
Under the CCPA’s broad definition of “sell,” this could be considered a sale. If you wish to opt out of this activity, you may do so. We do not knowingly collect personal information from persons under the age of 18. Data will not be shared with any third parties for their marketing purposes.
If you are located in the European Economic Area (“EEA”), the United Kingdom, or Switzerland, you have certain rights and protections under applicable law regarding the processing of your personal data, and this section applies to you.
When we process your personal data, we do so in reliance on the following lawful bases:
We store personal data associated with your account for as long as your account remains active. If you close your account, we will delete your account data within 14 days. We store other personal data for as long as necessary to carry out the purposes for which we originally collected it and for other legitimate business purposes, including to meet our legal, regulatory, or other compliance obligations.
Subject to certain limitations, you have the right to request access to the personal data we hold about you and to receive your data in a portable format, the right to ask that your personal data be corrected or erased, and the right to object to, or request that we restrict, certain processing. To exercise your rights:
If you have a concern about our processing of personal data that we are not able to resolve, you have the right to lodge a complaint with the Data Protection Authority where you reside. Contact details for your Data Protection Authority can be found using the links below:
For individuals in Switzerland: https://www.edoeb.admin.ch/edoeb/en/home/the-fdpic/contact.html.
If you have any questions about this Policy, please contact us at privacy@makini.io.
These API Terms must be accepted before you use the API, and you will be deemed to have accepted these API Terms by using the API. These API Terms supplement any underlying customer agreement between you and us (the “Customer Agreement”). By accepting these API Terms or by accessing or using the API, you agree to be bound by these API Terms and our Terms of Use and Privacy Policy, which are incorporated herein by this reference. If you are entering into these API Terms on behalf of a non-natural person, you represent and warrant that you have the authority to bind such non-natural person to these API Terms. If you do not have such authority, or if you do not agree with these API Terms, you may not use the API. You acknowledge that these API Terms are an agreement between you and us, even though such agreement is electronic, and that it governs your use of the API in conjunction with the other materials incorporated by reference above. This API Terms provide rules and guidelines that govern access to or use by our developers (“you” or “your”) of the API, websites (“Site”), dashboards, related tools, and other products or services (collectively, the "Services") provided by Makini Inc. and its subsidiaries, including Eqcentric Pte. Ltd. (“Makini”, “we”, “our”, and “us”). Any violation of these API Terms may result in suspension or termination of your access to the Services and/or access to end users’ information provided by Makini ("End User Data"). We may update or change this API Terms at any time at our discretion. If we make any changes to this API Terms that we deem to be material, we will make a reasonable effort to inform you of such change. If you object to a change, your exclusive remedy is to cease any and all access and use of the Services.
Subject to your compliance with these API Terms, we grant you a limited, non-exclusive, non-assignable, non-transferable license to use the API to develop, test, and support any software application, website, or product, and to integrate the API with your products or services (any software application, website, or product you create or service you offer that uses the API in any way, directly or indirectly, is referred to herein as your “Application”).
You represent and warrant that you will use the API subject to the following rules:
Where any data uploaded, posted, transmitted, or otherwise made available via interactions with the API (“Data”) is cached, you should refresh the cache at least 24 hours. This limited permission to cache is for performance reasons only. All Data must be stored and served using strong encryption. You may not copy or store any Data or capture or store any information expressed by the Data (such as hashed or transferred data) other than as permitted by these API Terms.
Your user agreement(s) and privacy policy must meet applicable legal standards and accurately describe the collection, use, storage and sharing of all data. You must promptly notify us of any breaches of your user agreement(s) or privacy policy that impact or may impact us or our users by contacting us at security@makini.io.
You acknowledge that you are not entitled to any support for the API and that we may modify the API from time to time in our sole discretion.
You represent and warrant that you have the right to use, reproduce, transmit, copy, publicly display, publicly perform, and distribute your Application, website or other content, and that use of the API will not violate the rights of any third party (e.g., copyright, patent, trademark, privacy, publicity or other proprietary right of any person or entity), or any applicable regulation or law, including the Digital Millennium Copyright Act.
The provisions of our Terms of Use relating to governing law and the resolution of disputes shall apply to these API Terms. If there is a conflict between these API Terms, the Terms of Use, and/or the Customer Agreement, these API Terms shall control first, the Customer Agreement shall control second, and the Terms of Use shall control first.
The API is a “commercial item” as that term is defined at 48 C.F.R. § 2.101, consisting of “commercial computer software” and “commercial computer software documentation” as such terms are used in 48 C.F.R. § 12.212. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the API as are granted to all other end users under license, in accordance with (a) 48 C.F.R. § 227.7201 through 48 C.F.R. § 227.7204, with respect to the Department of Defense and their contractors, or (b) 48 C.F.R. § 12.212, with respect to all other US Government licensees and their contractors.
We collect personal information in the following ways.
We may also automatically collect certain information in some instances, including:
We obtain information from third-party sources. For example, we may collect information about you from data analytics providers or social networks. If you create or log into the Services through a third-party platform (such as Facebook or Google) we will have access to certain information from that platform, such as your name, profile picture, and email address, in accordance with the authorization procedures determined by such third-party platform.
We may draw inferences to derive information about you based on other information we collect. For example, we may make inferences about your location based on your IP address.
We use the information collected to provide, maintain, and improve the Services. We also use the information we collect to:
We share personal information in the following circumstances or as otherwise described in this Policy:
The following are subprocessors that we are currently engaged with and the purpose for which we work with them:
We are headquartered in the United States and have operations and service providers in the United States and other countries. Accordingly, we and our service providers may transfer your personal information to, or store or access it in, jurisdictions that may not provide levels of data protection that are equivalent to those of your home jurisdiction. For example, we transfer personal data to Amazon Web Services, one of our service providers that processes personal information for us in various data center locations across the globe, including those listed here. We will take steps to ensure that your personal information receives an adequate level of protection in the jurisdictions in which we process it.
In submitting any third-party personal data within the context of the Services (“Third-Party Data”), the parties agree that you shall be the Data Controller and you appoint us as a Data Processor of such data, for the purpose of providing the Services. To the extent that we are a “Data Processor” for you in respect of such Third-Party Data, we will:
We as Data Processor may provide access to a subcontractor processor to any such Third-Party Data if we reasonably consider such access and processing necessary to the performance of the Services. In the event of such access and before the access takes place, we will ensure that an agreement with the third-party is in place which is sufficient to require it to treat personal data in accordance with the applicable provisions of this Policy and applicable law. In particular, you authorize us to subcontract the provision of technology and commercial services to members of our corporate group.
You represent and warrant that you have all the appropriate consents from data subjects whose personal data are submitted to us in the course of the provision of the Services.
You may access, correct, and delete your account information by contacting us via email at privacy@makini.io. If you choose to delete your account, we may continue to retain certain information about you as required by law or for our legitimate business purposes.
Most web browsers are set to accept cookies by default. You can generally adjust your browser settings to remove or reject browser cookies; however, please note that removing or rejecting cookies could affect the availability and functionality of the Services.
You may opt out of receiving certain marketing communications from us by following the instructions in the communications—generally, clicking an unsubscribe link at the bottom of any marketing email. You cannot generally opt out of transactional or administrative emails, so we may continue to send you those emails even if you opt out from marketing communications.
The California Consumer Privacy Act or “CCPA” (Cal. Civ. Code § 1798.100 et seq.) affords consumers residing in California certain rights with respect to their personal information. If you are a California resident, this section applies to you.
In the preceding 12 months, we have collected the following categories of personal information: identifiers, commercial information, internet or other electronic network activity information, and inferences. For details about the precise data points we collect and the categories of sources of such collection, please see the Collection of Information section above. We collect personal information for the business and commercial purposes described in the Use of Information section above. In the preceding 12 months, we have disclosed the following categories of personal information for business purposes to the following categories of recipients:
We do not sell your personal information.
Subject to certain limitations, you have the right to (1) request to know more about the categories and specific pieces of personal information we collect, use, and disclose about you, (2) request deletion of your personal information, (3) opt out of any sales of your personal information, if we engage in that activity in the future, and (4) not be discriminated against for exercising these rights. You may make these requests by emailing us at privacy@makini.io. We will verify a webform request by asking you to provide identifying information. We will not discriminate against you if you exercise your rights under the CCPA.
If we receive your request from an authorized agent, we may ask for evidence that you have provided such agent with a power of attorney or that the agent otherwise has valid written authority to submit requests to exercise rights on your behalf. This may include requiring you to verify your identity. If you are an authorized agent seeking to make a request, please email us at privacy@makini.io.
Under the CCPA’s broad definition of “sell,” this could be considered a sale. If you wish to opt out of this activity, you may do so. We do not knowingly collect personal information from persons under the age of 18. Data will not be shared with any third parties for their marketing purposes.
If you are located in the European Economic Area (“EEA”), the United Kingdom, or Switzerland, you have certain rights and protections under applicable law regarding the processing of your personal data, and this section applies to you.
When we process your personal data, we do so in reliance on the following lawful bases:
We store personal data associated with your account for as long as your account remains active. If you close your account, we will delete your account data within 14 days. We store other personal data for as long as necessary to carry out the purposes for which we originally collected it and for other legitimate business purposes, including to meet our legal, regulatory, or other compliance obligations.
Subject to certain limitations, you have the right to request access to the personal data we hold about you and to receive your data in a portable format, the right to ask that your personal data be corrected or erased, and the right to object to, or request that we restrict, certain processing. To exercise your rights:
If you have a concern about our processing of personal data that we are not able to resolve, you have the right to lodge a complaint with the Data Protection Authority where you reside. Contact details for your Data Protection Authority can be found using the links below:
For individuals in Switzerland: https://www.edoeb.admin.ch/edoeb/en/home/the-fdpic/contact.html.
If you have any questions about this Policy, please contact us at privacy@makini.io.
Cookies are small data files stored on your browser or device, which can be in the form of session cookies (which expire once you close your web browser) or persistent cookies (which stay on your browser for a set period of time or until you delete them). They generally contain information such as website preferences, user settings, and browsing history. This information helps us recognize you as you interact with or revisit our Services.
Cookies may be served by the entity that operates the website you are visiting (“first-party cookies”) or by other companies (“third-party cookies”). For example, we use first-party cookies to remember your settings and preferences, such as language and location. We also integrate third-party analytics cookies, like Google Analytics, onto our websites to help us understand how you are using our websites so that we can improve them.
We also use other technologies that function similarly to cookies. For instance, we use web beacons (also called pixels), which are small images on a web page or in an email. Web beacons collect information about your browser or device and can set cookies. In addition, we use local storage, which allows data to be stored locally on your browser or device.
We use cookies for a number of reasons, like helping us determine the popularity of certain content, improving our Services and your experience, and to better understand your online activity. The cookies we use generally fall into one or more of the following categories:
You have the right to choose whether or not to accept cookies. However, since cookies can be an important part of how our Services work, if you remove or reject cookies, this could affect the availability and functionality of our Services.
Below are some options to control or limit how cookies are used on our Services:
To prevent your data from being used by Google Analytics, you can install Google’s opt-out browser add-on.
We may update or change the cookies (or similar technologies) we use from time to time. The most up-to-date version of this Policy will be posted on our website at https://makini.io, and if we make any changes, we will update the effective date at the top of the Policy. We recommend that you check back periodically for any changes.
If you have any questions about our use of cookies or this Policy, you can contact us at privacy@makini.io.
When you use the Services, you represent that you are (i) at least the age of majority in the jurisdiction where you reside or (ii) if you have not reached the age of majority in the jurisdiction where you reside, that you have received permission to use the Services from your parent or legal guardian. You represent that any information you submit to us when using the Services is accurate, truthful, and current. You also represent that your use of the Services does not violate any applicable law or regulation.
Certain of the Services or portions of the Site may require you to register for an account (“Account”), becoming a “Registered User”. As part of the Account creation process, you may be asked to provide a username and password unique to the Account (“Login Information”). You are responsible for the confidentiality and use of your Login Information and agree not to transfer or disclose your Login Information to any third party other than an individual with express authority to act on your behalf. If you suspect any unauthorized use of your Account, you agree to notify us immediately. You are solely responsible for any activities occurring under your Account. You have no ownership right to your Account. If you are registering an Account as the authorized user of an organization, that organization may have administrator rights to access your account and any information provided under your Account.
If you register for the Services on behalf of an organization, you may grant access to the Services to certain authorized users, subject to the limits of any plan for which you enroll. We may require that each authorized user have unique Login Information. When registering for an Account and accessing the Services, you represent or warrant that the information you enter for your organization is correct. You acknowledge and agree that (i) the organizational account owner is responsible for all activity under authorized user accounts and (ii) organizational administrators may have access to all activity/data under all authorized users’ accounts.
You are authorized to access the Site for the sole purpose of viewing and using the Services on your computer or device. We authorize you to copy materials from the Services to your hard drive solely for the purpose of viewing and using the Services on your computer.
You may not decompile, disassemble, rent, lease, loan, sell, sublicense, or create derivative works from the Site, the Services, or any data thereon. You may not use any robot, spider, or other automatic device or manual process to monitor or copy the Site or its content without our prior written permission. Your failure to abide by these conditions will immediately terminate your right to access the Site or to use the Services and may violate our intellectual property rights or the intellectual property rights of third parties.
Some of the Services may require that location functionality be enabled on the relevant device in order to work properly. You acknowledge and agree that if location permissions and functionalities are not enabled on the device with which you access the Services, the Services may not work appropriately or at all. We will use any location information we receive from you in accordance with our Privacy Policy.
The Site may contain links to websites we do not operate, control, or maintain (“Third Party Websites”). We do not endorse any Third Party Websites, and we make no representation or warranty in any respect regarding the Third Party Websites. Any links to Third Party Websites on the Site are provided solely for your convenience. If you do access any Third Party Websites, you do so at your own risk and waive any and all claims against us regarding the Third Party Websites or our links thereto.
When you post content and information to the Site or in connection with the Services (“User Content”), you represent and warrant to us that (i) you own or have rights to use the User Content, (ii) the posting of the User Content does not violate any rights of any person or entity, and (iii) you have no agreement with or obligations to any third party that would prohibit your use of the Site or Services in the manner so used. You agree to pay all royalties, fees, and any other monies owing to any person or entity by reason of any User Content posted by you to the Site or through the Services.
By posting User Content, you give us and our affiliates a perpetual, nonexclusive, irrevocable, royalty-free, sublicensable and transferable worldwide license to all intellectual property rights you own or control to use, transmit, reproduce, commercialize, distribute, modify, create derivative works from, and otherwise exploit such User Content for any and all purposes and without further notice to you, attribution, and without the requirement of any permission or payment to you or any other person or entity. You also authorize and appoint us as your attorney in fact and agent with full power to enter into and execute any document or undertake any action we may consider appropriate to use or enforce the grant of rights and waivers set forth in these Terms.
You agree not to use the Site or the Services to take any action or actions that (including with respect to any User Content): (i) are patently offensive in any manner (as determined in our sole discretion), (ii) involve commercial activities without our prior written consent, such as contests or sweepstakes, (iii) are contrary to our public image, goodwill, or reputation, (iv) infringe on our or any third party’s intellectual property rights, (v) violate any law or any third party’s legal rights, or (vi) “frame” or “mirror” any part of the Site without our prior written consent.
You agree that we have the right to collect and analyze data and other information relating to the provision, use and performance of various aspects of the Site and Services, and related systems (for example, anonymous and aggregated information concerning user behavior and use of the Services), and we will be free (during and after the term hereof) to (i) use such information and data to improve and enhance the Site Services and for other development, diagnostic and corrective purposes in connection with the Site and Services and other of our offerings, and (ii) disclose such data solely in aggregate or other de-identified form in connection with its business.
We may require Services to be paid for on a recurring basis (“Subscription Services”) or on an as-used basis (“A La Carte Services” and, together with the Subscription Services, “Paid Services”). We have the right to change, delete, discontinue or impose conditions on Paid Services or any feature or aspect of a Paid Service. Subscription Services may subject you to recurring fees and/or terms. By signing up for a Subscription Service, including after any free trial period, you agree to pay us the subscription fee and any applicable taxes as set forth in your Account settings or as otherwise agreed in writing (“Subscription Fee”). A La Carte Services may subject you to fees charged per usage and/or terms. By using an A La Carte Service, you agree to pay the fees and any taxes incurred at the time of usage (“A La Carte Fees” and, together with Subscription Fees, the “Paid Service Fees”). Paid Service
Fees may be paid by credit card, debit card, or other payment forms we may permit. If you link a debit or credit card to your Account, you authorize us to collect Paid Service Fees by debit from your linked debit card or charge to your linked credit card.
Unless otherwise provided in a Subscription Service’s terms, Subscription Fees will be charged on the 1st of every month until cancelled. You may cancel a Subscription Service at any time from your Account settings. If you cancel a Subscription Service, you will continue to have access to that Subscription Service through the end of your then current billing period, but you will not be entitled to a refund or credit for any Subscription Fee already due or paid. We reserve the right to change our Subscription Fee upon thirty (30) days’ advance notice. Your continued use of Subscription Services after notice of a change to our Subscription Fee will constitute your agreement to such changes.
We respect the intellectual property rights of others. The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides a complaint procedure for copyright owners who believe that website material infringes their rights under U.S. copyright law. If you believe that your work has been improperly copied and posted on the website, please provide us with the following information: (i) name, address, telephone number, email address and an electronic or physical signature of the copyright owner or of the person authorized to act on his/her behalf; (ii) a description of the copyrighted work that you claim has been infringed; (iii) a description of where on the Site the material that you claim is infringing is located; (iv) a written statement that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; and (v) 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. These requirements must be followed to give us legally sufficient notice of infringement. Send copyright infringement complaints to the following email address: privacy@makini.io. We suggest that you consult your legal advisor before filing a DMCA notice with our copyright agent. There can be penalties for false claims under the DMCA.
You agree that the Services are available on an “as is” basis, without any warranty, and that you use the Services at your own risk. We disclaim, to the maximum extent permitted by law, any and all warranties, whether express or implied, including, without limitation, (a) warranties of merchantability or fitness for a particular purpose, (b) warranties against infringement of any third party intellectual property or proprietary rights, (c) warranties relating to delays, interruptions, errors, or omissions in the Services or on the Site, (d) warranties relating to the accuracy or correctness of data on the Services, and (e) any other warranties otherwise relating to our performance, nonperformance, or other acts or omissions.
We do not warrant that the Site or the Services will operate error-free or that the Site is free of computer viruses and/or other harmful materials. If your use of the Site or the Services results in the need for servicing or replacing equipment or data, we are not responsible for any such costs.
Some jurisdictions do not allow the exclusion or limitation of certain categories of damages or implied warranties; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.
Any liability we have to you in connection with these Terms, under any cause of action or theory, is strictly limited to, in aggregate for all violations, the amount paid to you by us for your use of the Services in the six month period immediately preceding the events giving rise to the claim. Without limiting the previous sentence, in no event shall we or any of our affiliates be liable to you for any indirect, special, incidental, consequential, punitive, or exemplary damages arising out of or in connection with, these Terms. The foregoing limitations apply whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, even if we or our affiliates have been advised of the possibility of such damages.
You agree to indemnify and hold us harmless for any breach of security or any compromise of your Account.
Some jurisdictions do not allow the exclusion or limitation of incidental or consequential; therefore, the above limitations may not apply to you. In such jurisdictions, our liability is limited to the greatest extent permitted by law.
You agree to indemnify and hold harmless us, our affiliates and our and their officers, directors, partners, agents, and employees from and against any loss, liability, claim, or demand, including reasonable attorneys’ fees (collectively, “Claims”), made by any third party due to or arising out of your use of the Site and Services in violation of these Terms, any breach of the representations and warranties you make in these Terms, or your User Content. You agree to be solely responsible for defending any Claims against or suffered by us, subject to our right to participate with counsel of our own choosing.
Certain activities on the Services may require you to make an electronic signature. You understand and accept that an electronic signature has same legal rights and obligations as a physical signature.
If you have an Account, you agree that we may provide you any and all required notices electronically through your Account or other electronic means. You agree that we are not responsible for any delivery fees charged to you as a result of your receipt of our electronic notices.
These Terms are governed by California law, without giving effect to conflicts of law principles. You agree that, to the extent applicable and expressly subject to the dispute resolution provisions below, to submit to the exclusive jurisdiction of the state and federal courts located in San Francisco, California in circumstances where these Terms permit litigation in court.
Please read this section carefully. It contains procedures for mandatory binding arbitration and a class action waiver.
Notice Requirement and Informal Dispute Resolution. Before either we or you may seek arbitration, the party seeking arbitration must send 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 us should be sent to: Makini, Inc., 6014 th St, 214, San Francisco, CA 94107. After the Notice is received, you and we may attempt to resolve the claim or dispute informally. If we 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 Commercial Arbitration Rules (the “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) shall be resolved through binding non-appearance-based arbitration. 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 California, unless the parties agree otherwise. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. 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 Provider.
Additional Rules for Non-Appearance Based Arbitration.
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 either you or we 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 the parties involved, 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 Arbitration Rules, and these 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 us.
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 under these terms. Arbitration procedures are typically more limited, more efficient and less costly than rules applicable in a court and are subject to very limited review by a court. In the event any litigation should arise between you and us in any state or federal court in a suit to vacate or enforce an arbitration award or otherwise, YOU AND WE WAIVE ALL RIGHTS TO A JURY TRIAL, instead electing that the dispute be resolved by a judge.
Waiver of Class or Consolidated Actions.
ALL CLAIMS AND DISPUTES WITHIN THE SCOPE OF THIS SECTION 17 MUST BE ARBITRATED OR LITIGATED ON AN INDIVIDUAL BASIS AND NOT ON A CLASS BASIS, AND CLAIMS OF MORE THAN ONE USER CANNOT BE ARBITRATED OR LITIGATED JOINTLY OR CONSOLIDATED WITH THOSE OF ANY OTHER USER.
Confidentiality.
All aspects of the arbitration proceeding, including but not limited to the award of the arbitrator and compliance therewith, shall be strictly confidential. You 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 Section 17, to enforce an arbitration award, or to seek injunctive or equitable relief.
Severability.
If any part or parts of this Section 17 are found under the law to be invalid or unenforceable by a court of competent jurisdiction, then such specific part or parts shall be of no force and effect and shall be severed and the remainder of this Section 17 shall continue in full force and effect.
Right to Waive.
Any or all of the rights and limitations set forth in this Section 17 may be waived by the party against whom the claim is asserted. Such waiver shall not waive or affect any other portion of this Section 17.
Survival of Agreement.
This Section 17 will survive the termination of your relationship with us.
Small Claims Court.
Notwithstanding the foregoing, either you or we may bring an individual action in small claims court.
Emergency Equitable Relief.
Notwithstanding the foregoing, either party may seek emergency equitable relief before a state or federal court in order to maintain the status quo pending arbitration. A request for interim measures shall not be deemed a waiver of any other rights or obligations under this Section 17.
Claims Not Subject to Arbitration.
Notwithstanding the foregoing, claims of defamation, violation of the Computer Fraud and Abuse Act, and infringement or misappropriation of our patent, copyright, trademark or trade secrets rights shall not be subject to this Section 17.
Under California Civil Code Section 1789.3, California Website users are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (800) 952-5210.
We may assign, transfer, delegate, or otherwise hypothecate our rights under these Terms in our sole discretion. If we fail to enforce a provision of these Terms, you agree that such a failure does not constitute a waiver to enforce the provision (or any other provision hereunder). If any provision of these Terms is held or made invalid, the invalidity does not affect the remainder of these Terms. We reserve all rights not expressly granted in these Terms and disclaim all implied licenses.
