3. All information, materials, functions and other Site content (including Submissions as defined in Paragraph 8) provided on the Site (collectively “Content”), such as text, graphics, images, etc., is our property or the property of our licensors and is protected by U.S. and international copyright laws. The collection, arrangement and assembly of all Content on the Site is the exclusive property of the Company and is protected by U.S. and international copyright laws. Except as stated herein or as otherwise provided in an express authorization from us, no material from the Site may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way. Any unauthorized use of any material contained in the Site is strictly prohibited.
4. Unless otherwise noted, the trademarks, service marks, trade dress, trade names, and logos (collectively “Trademarks”) used and displayed on the Site are the Company’s registered and unregistered Trademarks and the Trademarks of the Company’s licensors. Use of our Trademarks, if allowed, must adhere to the Company’s Policies and Procedures relating to Trademarks.
6. Links from the Site to third party web sites may be provided by the Company. If so, they are provided solely as a convenience to you. If you use such links, you will leave the Site. The Company has not reviewed all such third party sites (if any) and does not control, and is not responsible for, any of these web sites and their content. The Company does not endorse or make any representations about such web sites or any information or materials found there, or any results that may be obtained from using them. If you access any third party web sites linked from the Site, you do so at your own risk.
7. A web site that you link to the Site:
- Shall not imply, either directly or indirectly, that Magnolia and Vine is endorsing its products;
- Shall comply with the provisions of Section 11;
- Shall not use any of the Company’s Trademarks or the Trademarks of our licensors;
- Shall not contain content or material that could be construed as offensive, controversial or distasteful and should only contain content that is appropriate for all age groups;
- Shall not disparage Magnolia and Vine, its officers, agents, employees, products, or services in any way or otherwise negatively affect or harm its/their reputation and goodwill;
- Shall not present false or misleading information about the Company or the Magnolia and Vine opportunity;
- Shall not misrepresent any relationship with Magnolia and Vine;
- Shall not replicate in any manner any content in the Site; and
- Shall not create a browser or border environment around Site material.
Magnolia and Vine is pleased to receive your comments, suggestions, and Submissions regarding the Site, our products and services, and our opportunity. If you transmit to Magnolia and Vine, post, or upload any Submissions to or through the Site, you grant the Company and its affiliates a non-exclusive, royalty-free, perpetual and irrevocable right to use, reproduce, modify, adapt, publish, translate, distribute and incorporate such Submissions and the names identified on the Submissions throughout the world in any media for any and all commercial and non-commercial purposes.
9. Some services on the Site permit or require you to create an account to participate in or to secure additional benefits. You agree to provide, maintain and update true, accurate, current and complete information about yourself as prompted by our registration processes. You shall not impersonate any person or entity or misrepresent your identity or affiliation with any person or entity, including using another person’s username, password or other account information, or another person’s name, likeness, voice, image or photograph. You also agree to promptly notify the Company of any unauthorized use of your username, password, other account information, or any other breach of security that you become aware of involving or relating to the Site.
10. “Public Forum” means an area or feature offered as part of the Site that offers the opportunity for users to distribute Submissions for viewing by one or more Site users, including, but not limited to, a chat area, message board, instant messaging, mobile messaging, social community environment, profile page, conversation page, blog, or e-mail function. You acknowledge that Public Forums and features offered therein are for public and not private communications, and you have no expectation of privacy with regard to any Submission to a Public Forum. We cannot guarantee the security of any information you disclose through any of these media; you make such disclosures at your own risk. You are and shall remain solely responsible for the Submissions you distribute on or through the Site under your username or otherwise by you in any Public Forum and for the consequences of submitting and posting the same. We have no duty to monitor any Public Forum. You should be skeptical about information provided by others, and you acknowledge that the use of any Submission posted in any Public Forum is at your own risk. Magnolia and Vine is not responsible for, and does not endorse, the opinions, advice or recommendations posted or sent by users in any Public Forum, and the Company specifically disclaims any and all liability in connection therewith.
11. You agree that you will not upload, post, or otherwise distribute, or link to or from the Site any Submission, Content, or material that:
- Shall not imply, either directly or indirectly, that Magnolia and Vine is endorsing its products;
- Promotes the sale of any non-Magnolia and Vine’s products or services, or directly or indirectly promotes or advertises any non-Magnolia and Vine business opportunity;
- is defamatory, abusive, harassing, threatening, or an invasion of a right of privacy of another person; (b) is bigoted, hateful, or racially or otherwise offensive; (c) is profane, violent, vulgar, obscene, pornographic, or otherwise sexually explicit; (d) otherwise harms or can reasonably be expected to harm any person or entity; (e) is libelous, slanderous, defamatory, or violates the law.
- is illegal or encourages or advocates illegal activity or the discussion of illegal activities with the intent to commit them, including a Submission that is, or represents an attempt to engage in, child pornography, stalking, sexual assault, fraud, trafficking in obscene or stolen material, drug dealing and/or drug use, harassment, theft, or conspiracy to commit any criminal activity;
- infringes or violates any right of a third party including: (a) copyright, patent, trademark, trade secret or other proprietary or contractual rights; (b) right of privacy (specifically, you must not distribute another person’s personal information of any kind without their express permission) or publicity; or (c) any confidentiality obligation;
- contains a virus or other harmful component, or otherwise tampers with, impairs or damages the Site or any connected network, or otherwise interferes with any person or entity’s use or enjoyment of the Site;
- does not generally pertain to the designated topic or theme of the relevant Public Forum or violates any specific restrictions applicable to a Public Forum; or
- is antisocial, disruptive, or destructive, including “flaming”, “spamming”, “flooding”, “trolling”, and “griefing”, as those terms are commonly understood and used on the Internet;
- violates Magnolia and Vine’s Policies and Procedures.
We cannot and do not assure that other users are or will be complying with the foregoing Rules of Conduct or any other provisions of the Agreement, and, as between you and Magnolia and Vine, you hereby assume all risk of harm or injury resulting from any such lack of compliance.
12. Because any activities that occur under your username and/or login ID are your responsibility it is important for you to keep your information secure. Notify the Company immediately if you believe that someone has used your username or login ID without your authorization.
15. The Site is intended for viewing and use in the United States and countries which the Company has designated are officially open for business. You shall not use the Site to conduct business or sales in any country that the Company has not announced is officially open for business.
17. All content included in or available through this site (the “content”) is provided “as is” and “as available” and without warranties of any kind. to the fullest extent permissible pursuant to applicable law, the company disclaims all warranties, express or implied, including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, accuracy, completeness, availability, security, compatibility, and noninfringement. we do not warrant that the content is accurate, errorfree, reliable or correct, that this site will be available at any particular time or location, that any defects or errors will be corrected, or that the site or the servers that make such content available are free of viruses or other harmful components. this site may include technical inaccuracies or typographical errors. you assume the entire cost of all necessary servicing, repair or correction. the company does not warrant or make any representations regarding the use or the results of the use of any content. you hereby irrevocably waive any claim against the company with respect to content and any content you provide to third party sites (including credit card and other personal information). the company may improve or change the products and services described in this site at any time without notice. magnolia and vine assumes no responsibility, and disclaim all liability, for any errors or omissions in this site or in other documents which are referred to within or linked to this site. some jurisdictions do not allow the exclusion of implied warranties, so the above exclusion may not apply to you.
The Site may contain the opinions and views of other users. Given the interactive nature of the Site, we cannot endorse, guarantee, or be responsible for the accuracy, efficacy, or veracity of any content generated by other users.
18. Limitation of Liabilities:
Under no circumstances, including negligence, shall the company, our licensors or licensees, or any of the foregoing entities’ respective resellers, consultants, service providers or suppliers, be liable to you or any other person or entity for any direct, indirect, incidental, special or consequential damages, including lost profits, personal injury (including death) and property damage of any nature whatsoever, that result from (a) the use of, or the inability to use, this site or content, or (b) the conduct or actions, whether online or offline, of any other user of the site or any other person or entity, even if the company has been advised of the possibility of such damages. in no event shall the company’s total liability to you for all damages, losses and causes of action whether in contract, tort (including negligence) or otherwise exceed the amount paid by you, if any, or $100 (whichever is less) for accessing or participating in any activity related to the site. moreover, under no circumstances shall the company, our licensors or licensees, or any of the foregoing entities’ respective resellers, consultants, consultants, service providers or suppliers, be held liable for any delay or failure in performance resulting directly or indirectly from an act of force majeure or causes beyond our or their reasonable control.
Magnolia and vine may terminate your further access to the site or change the site or delete content or features in any way, at any time and for any reason or no reason.
19. You agree that the Site, including its code, documentation, appearance, structure and organization constitute trade secrets and/or copyrighted and/or proprietary material of Company and its licensors. The Site is protected by United States copyright, patent, trademark and other laws including international treaty provisions. You agree not to disclose, provide or otherwise make available such trade secrets, copyrighted or proprietary material in any form to any third party without the prior written consent of Company and/or its licensors, as applicable. Title to the Site, or any copy, modification, translation, partial copy, compilation, derivative work or merged portion of the Site, shall at all times remain with Company or its licensors, as applicable. You may not copy the written materials accompanying the Site. You agree to take every reasonable precaution to prevent the theft, disclosure, and the unauthorized copying, reproduction or distribution of the Site.
20. Without the prior written consent of Company, you may not: (a) transfer, assign, rent, use, copy or modify the Site or the web pages created through the Site, in whole or in part, except as expressly permitted in this Agreement; (b) decompile, reverse assemble or otherwise reverse engineer the Site, except to the extent the foregoing restriction is expressly prohibited under applicable law; (c) reproduce, disclose, market, lease, transfer, distribute or revise the Site or the associated web pages; (d) distribute any executable versions of the Site to third parties or use such executables in excess of the limitations set forth above; (e) use the Site to provide facility management, service bureau or other access or use of the program for the benefit of third parties; (f) You will not remove, alter or destroy any copyright notices, proprietary legends or other indicia of ownership.
21. Company may offer features such as bulletin boards or e-mail functions as part of the Site (referred to as “Interactive Medium”). You may not submit any material that is unlawful, harmful, harassing, threatening, abusive, hateful, libelous, defamatory, obscene, pornographic, profane, vulgar, indecent, sexually explicit or otherwise objectionable that would constitute a criminal offense, give rise to civil liability, or otherwise violate any applicable law. Please do not submit any material that is protected by copyright, patent, or other proprietary right without obtaining permission of the copyright or patent owner or licensor.
The Interactive Medium shall not be used for any commercial purposes. You will not submit any material to solicit funds or to promote, advertise, or solicit the sale of any other goods, services, businesses or business opportunities. You are expressly prohibited from soliciting other guests of the Site Interactive Medium to become members of any network marketing company or business opportunity.
Any information or material submitted by you to the Company through the Interactive Medium will be deemed non-proprietary and non-confidential, and may be used by Company without restriction. Without limiting the foregoing, by offering any information or material through the Company Site (e.g., through chat, bulletin boards, e-mail, contests or otherwise), you grant to Company the worldwide, perpetual, royalty-free, irrevocable, nonexclusive right and license to use, reproduce, modify, edit, publish, make derivative works from and distribute such information or materials in any and all forms and media, now or hereafter discovered. Notwithstanding the foregoing, all personal data (e.g., name, address and telephone number) provided to Company will be handled in accordance with Company’s Security and Privacy Statement.
Company reserves the right, in its sole discretion, to edit any submission, and to choose to include or not include such submission in the Interactive Medium. The Interactive Medium includes the opinions, statements and other content of third parties. We are not responsible for screening, monitoring or verifying such content, including such content’s accuracy, reliability or compliance with copyright or other laws. Any opinions, statements or other content expressed by third parties are those of such third parties and not of Company. Company does not endorse any such opinion, statement or other material posted on or accessible through the Interactive Medium.
- The Federal Rules of Evidence shall apply in all cases;
- The Parties shall be entitled to all discovery rights permitted by the Federal Rules of Civil Procedure;
- The Parties shall be entitled to bring motions under Rules 12 and/or 56 of the Federal Rules of Civil Procedure;
- The Federal Arbitration Act shall govern all matters relating to arbitration. The law of the State of Minnesota, without regard to principles of conflicts of laws, shall govern all other matters relating to or arising from the Agreement,
- The arbitration hearing shall commence no later than 365 days from the date on which the arbitrator is appointed, and shall last no more than five business days;
- The Parties shall be allotted equal time to present their respective cases;
- The arbitration shall be brought on an individual basis and not as part of a class or consolidated action.
All arbitration proceedings shall be held in Hopkins, Minnesota. There shall be one arbitrator selected from the panel that the AAA provides. Each party to the arbitration shall be responsible for its own costs and expenses of arbitration, including legal and filing fees. The decision of the arbitrator shall be final and binding on the parties and may, if necessary, be reduced to a judgment in any court to which the Parties have consented to jurisdiction as set forth in the Agreement. This agreement to arbitrate shall survive the cancellation or termination of this Agreement.
The parties and the arbitrator shall maintain the confidentiality of the arbitration proceedings and shall not disclose to third parties:
- The substance of, or basis for, the controversy, dispute, or claim;
- The substance or content of any settlement offer or settlement discussions or offers associated with the dispute;
- The pleadings, or the content of any pleadings, or exhibits thereto, filed in any arbitration proceeding;
- The content of any testimony or other evidence presented at an arbitration hearing or obtained through discovery in arbitration;
- The terms or amount of any arbitration award;
- The rulings of the arbitrator on the procedural and/or substantive issues involved in the case.
Notwithstanding the foregoing, nothing in this agreement to arbitrate shall prevent either party from applying to and obtaining from any court properly vested with jurisdiction a temporary restraining order, preliminary or permanent injunction, or other equitable relief to safeguard and protect its intellectual property rights, trade secrets, and/or confidential information.
23. “Confidential Information” includes, but is not limited to, information about Independent Style Consultants and Customers that is contained in or derived from the Site and/or any reports issued by Magnolia and Vine to Style Consultants to assist them in operating and managing their Magnolia and Vine business which are posted or made available on the Site. This Confidential Information constitutes proprietary business trade secrets belonging exclusively to Magnolia and Vine and is provided to Independent Style Consultants in strict confidence. Confidential Information shall not be directly or indirectly disclosed to any third party nor used for any purpose other than Independent Style Consultant’s use in building and managing his/her Independent Magnolia and Vine business.
24. By using the Site, you authorize the Company to periodically send you information and updates relating to the Company’s business, products, programs, promotions, and other matters.
26. Magnolia and Vine does not guarantee that the Site will be free from interruption. The Site may be subject to shutdowns from time to time for maintenance, technical issues, and/or causes beyond Magnolia and Vine’s control. You agree that Magnolia and Vine shall have no liablility for any loss caused by any shut down or interruption.
27. Supply of goods, services and software through the Site is subject to United States export control and economic sanctions requirements. By acquiring any such items through the Site, you represent and warrant that your acquisition comports with and your use of the item will comport with those requirements. Without limiting the foregoing, you may not acquire goods, services or software through the Site if: (a) you are in, under the control of, or a national or resident of Cuba, Iran, North Korea, Sudan or Syria or if you are on the U.S. Treasury Department’s Specially Designated Nationals List or the U.S. Commerce Department’s Denied Persons List, Unverified List or Entity List, or (b) you intend to supply the acquired goods, services or software to Cuba, Iran, North Korea, Sudan or Syria (or a national or resident of one of these countries) or to a person on the Specially Designated Nationals List, Denied Persons List, Unverified List or Entity List.