Terms Of Service
E-Makro provides a platform for the offering of crowdfunded products and services. The platform (hereinafter referred to as the “Service” or “Platform”) will be offered from time to time via http://www.e-makro.com or an App (collectively the “Site”). The Service is owned and operated by E-Makro (“Company”, “we” or “us”). “Sellers” and “End-Users” shall be referred to herein as “Users” except where otherwise stated.
Your use of the Service is subject to the terms and conditions set forth in these Terms of Service (the “Terms of Service”).
PLEASE READ THE TERMS OF SERVICE CAREFULLY. BY ACCESSING OR USING ANY PART OF THE SERVICE, YOU ACKNOWLEDGE THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY ALL THE TERMS OF THE TERMS OF SERVICE. IF YOU DO NOT AGREE TO THESE TERMS OF SERVICE, EXIT THIS PAGE AND DO NOT ACCESS OR USE THE SERVICE. USE OF THE SERVICE IS EXPRESSLY CONDITIONED UPON YOUR ACCEPTANCE OF THE TERMS OF SERVICE.
2. Translation. We may translate these Terms of Service into other languages for your convenience. Nevertheless, the English version governs your relationship with Company, and any inconsistencies among the different versions will be resolved in favor of the English version.
3. Service Availability. The Service may be modified, updated, interrupted, suspended or discontinued at any time without notice or liability. If the Service were discontinued at any time, all data may be deleted pursuant to Company policies in effect at the time.
5. Age. The Service is meant for those at least eighteen (18) years of age. Use of the Service by anyone under this age is a violation of the Terms of Service. You may not use the Service if you are a competitor of the Service, or if we have previously banned you from use of the Service or closed your account.
6.1 You acknowledge that all materials on the Service, including, but not limited to, the website design, application design, graphics, text, sounds, pictures, source code and other files and the selection and arrangement thereof related to the Company and the Platform (collectively, the “Materials”), are the property of Company and/or its licensors, and are subject to and protected by international copyright and other intellectual property laws and rights. All rights to Materials not expressly granted in these Terms of Service are reserved to their respective copyright Sellers. Company authorizes you to view, download and/or print the Materials provided that you keep intact all copyright and other proprietary notices contained in the original Materials. Except as expressly authorized by the Terms of Service, you may not copy, reproduce, distribute, republish, download, perform, display, post, transmit, scrape, copy, exploit, create derivative works or otherwise use any of the Materials in any form or by any means, without the prior written authorization of Company or the respective copyright Seller. In the absence of a written agreement, you may not modify or adapt the Materials in any way or otherwise use them for any public or commercial resale purposes. The trademarks, service marks, trade names, trade dress and logos (collectively, “EMakro”) contained or described in the Service are the sole property of Company and/or its licensors and may not be copied, altered or otherwise used, in whole or in part, without the prior written authorization of Company and/or its licensors. Company reserves the right to enforce its intellectual property rights fully under the law.
6.2 Your use of the Service is solely and exclusively under the limited license granted herein and you will not obtain any Ownership interest therein through the Terms of Service or otherwise. All trademarks, service marks, trade names, domain names, slogans, logos, and other indicia of origin that appear on or in connection with any aspect of the Service are either the property of Company, its affiliates or licensors or Sellers, as may be appropriate. Company retains the right to rescind and terminate the limited license granted hereunder at any point, for any reason. All rights not expressly granted herein by Company to you are fully reserved by Company, its advertisers and licensors.
6.3 Some of the company and product names, logos, brands, and other trademarks featured or referred to within the Service may not be owned by us and are the property of their respective trademark holders. These trademark holders are not affiliated with, nor do they sponsor or endorse the Service.
6.4 Third Party Websites
a. Links provided via the Service to Third-Party websites, Third-Party Contractors or Companies and/or Service (the “Third-Party Websites”) are provided only as a convenience. If you use these Third-Party Websites or use links to such websites, you may leave the Service. Company does not control nor endorse any such Third-Party Websites. You agree that the Company Parties, as defined below, will not be responsible or liable for any content, goods or Service provided by such Third-Party or for your use or inability to use such Third-Party Websites.
b. You will use such links at your own risk. You are advised that other websites on the Internet, including Third-Party Websites linked from the Service, might contain material or information: that some people may find offensive or inappropriate; that is inaccurate, untrue, misleading or deceptive; or that is defamatory, libelous, infringing of others’ rights or otherwise unlawful. Company expressly disclaims any responsibility for the content, legality, decency or accuracy of any information, and for any products and Service, that appear on any Third-Party Website or in advertisements or content that Third-Party Websites may have in the Service.
c. Your interactions with organizations and/or individuals and Third-Party Contractors or Companies found on or through the Service, including payment and delivery of goods or Service, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals, except as may be otherwise stated herein. You agree and acknowledge that Company is not a party to any transactions you may enter into, except as may otherwise be stated herein. Use of the Service shall not under any circumstances incur liability on the Company for any damages of any kind arising out of, or in connection with, or relating to, the products and Service of a Thirty-Party.
7. Use of the Service, General
7.1 In order to fully utilize the Service, you may be required to establish an account. If so, you acknowledge and agree:
a. to provide true, accurate, current and complete information about yourself;
b. to maintain and promptly update such information;
(i) that if you provide any information that is false, inaccurate or outdated, or we have reasonable grounds to suspect that such information is false, inaccurate or outdated, we have the right to suspend or terminate your account and prohibit all current or future use of the Service by you;
(ii) that your account is for your personal and/or business use. You may not resell the Service.
(iii) that by creating an account, you agree to receive certain communications in connection with the Service.
c. by creating an account, you agree to receive certain communications in connection with the Service.
7.2 You are responsible for maintaining the confidentiality of the password and account and are fully responsible for all activities that occur under your account. Your account is meant to be private and you shall not share accounts for any reason. You agree to immediately notify us of any unauthorized use of your password or account or any other breach of security. You agree to be responsible for all charges resulting from the use of your account via the Service, including charges resulting from unauthorized use of your account.
7.3 You may not impersonate someone else, create or use an account for anyone other than yourself, provide an email address other than your own, or create multiple accounts. If you use a pseudonym, take care to note that others may still be able to identify you if, for example, you include identifying information in your reviews, use the same account information on other sites, or allow other sites to share information about you with the Service.
7.4 You agree to use the Service only for lawful purposes and that you are responsible for your use of and communications and content you may post via the Service. You agree not to post or transmit any unlawful, infringing, threatening, harassing, defamatory, vulgar, obscene, profane, indecent, offensive, hateful or otherwise objectionable material of any kind, including any material that encourages criminal conduct or conduct that would give rise to civil liability, infringes upon others’ intellectual property rights, impersonates any individual or entity, or otherwise violates any applicable law. You agree not to solicit personal information from minors. You agree not to use the Service in any manner that interferes with its normal operation or with any other user’s use of the Service.
7.5 You may not do any of the following while accessing or using the Service:
a. access, tamper with, or use non-public areas of the Service, our computer systems, or the technical delivery systems of our providers;
b. probe, scan, or test the vulnerability of any system or network or breach or circumvent any security or authentication measures;
c. access or search or attempt to access or search the Service by any means other than through our currently available, published interfaces that are provided by us, unless you have been specifically allowed to do so in a separate agreement with us;
d. forge any TCP/IP packet header or any part of the header information in any email or posting, or in any way use the Service to send altered, deceptive or false source-identifying information; or
e. disrupt or interfere with the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, mail-bombing the Service, or otherwise creating an undue burden on the Service.
7.6 You may not use manual or automated software, devices, or other processes to “crawl,” “scrape,” or “spider” any page of the Service. You will not decompile, reverse engineer, or otherwise attempt to obtain the source code of any part of the Service.
7.7 You further agree that you will not access the Service by any means except through the interface provided by Company for access to the Service. Creating or maintaining any link from another application to any page at the Service without the prior authorization of Company is prohibited. Running or displaying the Service, or any information or material displayed via the Service in frames or through similar means on another website or application without the prior authorization of Company is prohibited. Any permitted links to the Service must comply with all applicable laws, rule and regulations.
7.8 Company makes no representation that products contained, described or offered via the Service are accurate, appropriate or available for use in any particular jurisdiction or that these Terms of Service comply with the laws of any specific country or jurisdiction. Sellers and End-Users who use the Service do so on their own initiative and are responsible for compliance with all applicable laws. You agree that you will not access the Service from any territory where its contents are illegal, and that you, and not the Company Parties, are responsible for compliance with applicable laws.
7.9 Your use of the Service is at your own risk.
7.10 Furthermore, you herein agree not to make use of the Service for:
a. uploading, posting, emailing, transmitting, or otherwise making available any content that shall be deemed unlawful, harmful, threatening, abusive, harassing, tortious, vulgar, obscene, libelous, or invasive of another's privacy or which is hateful, and/or racially, ethnically, or otherwise objectionable;
b. causing harm to any minor in any manner whatsoever;
c. Impersonating yourself as having any relationship with the Company or otherwise misrepresenting any affiliation with an individual or entity;
d. forging captions, headings or titles or otherwise offering any content that you personally have no right to pursuant to any law nor having any contractual or fiduciary relationship with;
e. uploading, posting, emailing, transmitting or otherwise offering any such content that may infringe upon any patent, copyright, trademark, or any other proprietary or intellectual rights of any other party;
f. uploading, posting, emailing, transmitting or otherwise offering any content that you do not personally have any right to offer pursuant to any law or in accordance with any contractual or fiduciary relationship;
g. uploading, posting, emailing, transmitting, or otherwise offering any unsolicited or unauthorized advertising, promotional flyers, "junk mail," "spam," or any other form of solicitation, except in any such areas that may have been designated for such purpose;
h. uploading, posting, emailing, transmitting, or otherwise offering any source that may contain a software virus or other computer code, any files and/or programs which have been designed to interfere, destroy and/or limit the operation of any computer software, hardware, or telecommunication equipment;
i. disrupting the normal flow of communication, or otherwise acting in any manner that would negatively affect other users' ability to participate in any real-time interactions;
j. interfering with or disrupting any of the Service, servers and/or networks that may be connected or related to our website, including, but not limited to, the use of any software and/or routine to bypass the robot exclusion headers;
k. intentionally or unintentionally violating any local, state, federal, national or international law, including, but not limited to, rules, guidelines, and/or regulations decreed by the Securities and Exchange Commission, in addition to any rules of any nation or other securities exchange in any country or jurisdiction;
l. stalking or with the intent to otherwise harass another individual; and/or,
m. collecting or storing of any personal data relating to any other user in connection with the prohibited conduct and/or activities which have been set forth in the aforementioned paragraphs.
8.1 Sellers will offer products and services which they will offer to End Users.
8.2 End-Users acknowledge and agree that the Company does not control nor endorse any Seller or Seller created products or services. You agree that the Company Parties, as defined below, will not be responsible or liable for any products or services or in any way for any conduct, content or any other actions of the Sellers.
8.3 End-Users will use such products and services your own risk. Company does not review Seller products or services created and under no circumstances shall Company be responsible for any damages resulting from your use of any Apps.
8.4 The content, material and information contained on the Site does not constitute an offer or solicitation and may not be treated as an offer or solicitation (i) in any jurisdiction where such an offer or solicitation is against the law; (ii) to anyone to whom it is unlawful to make such an offer or solicitation: (iii) if the person making the offer or solicitation is not qualified to do so. The products and services offered on this Site may, but not necessarily shall, only be marketed in certain jurisdictions only. You acknowledge and agree that it is solely your responsibility to be aware of the applicable laws and regulations of your country of residence. The content provided on this Site does not constitute an offer or solicitation to sell securities.
9.1 Sellers shall be provided with login credentials enabling you to access a dashboard. The dashboard is to be used by Sellers to market their products and services (“Seller Products”).
9.3 Information regarding the product or service shall be accurate in all regards including descriptions and any other representations made by Sellers.
9.4 You will use the Service at your own risk.
9.5 As a Seller offering products or services using our Service, you understand that we are providing the Service for the purposes of facilitating opportunities for you to connect with End-Users. You agree and acknowledge that the Company shall not under any circumstances be liable for any damages of any kind arising out of, or in connection with, or relating to, the Service or products or services you may be providing to the public.
9.6 Sellers are and shall remain Independent Contractors as it may relate to the Company and nothing contained in this Agreement shall be deemed to create an employer/employee, principal/agent, partnership or joint venture relationship between the parties. The Company shall not provide the Sellers with any benefits that the Company may provide to its employees and shall not be required to withhold income taxes on, or to pay payroll taxes. The Seller agrees that he shall be solely responsible for all excise, self-employment and other taxes relating to the receipt of payments hereunder. As an Independent Contractor, it is expressly agreed that the Seller operations at his own expense and risk. The Seller is not authorized to execute any agreements, make any changes in any agreements, incur or assume any obligations, liabilities or responsibilities, or perform any other act in the name of or on behalf of the Company. Each party shall have the obligation to supervise, manage, contract, direct, procure, pay, perform or cause to be performed all work and other obligations to be performed by such party pursuant to the terms of this Agreement and shall be liable for the acts or omissions of its employees and agents in performing its respective obligations or exercising its respective rights hereunder.
10. Suggestions and Improvements. By sending us any ideas, suggestions, documents or proposals (“Feedback”), you agree that (i) your Feedback does not contain the confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works, publish, distribute and sublicense the Feedback, and you irrevocably waive, and cause to be waived, against Company and its users any claims and assertions of any moral rights contained in such Feedback.
11. Termination. You may terminate your use of the Service at any time. You agree that Company may terminate or suspend your access to all or part of the Service, with or without notice, in our reasonable discretion, at any time. Company reserves the right to modify or discontinue the Service (or any part thereof) with or without notice, at any time. Following the termination or cancellation of your account with the Service, we reserve the right to delete all your data in the normal course of operations.
12. Representations. You expressly represent, warrant, and/or acknowledge that:
12.1 Company does not warrant or guarantee the suitability or availability of any Material, content, products or services, including without limitation any, data, products or service, found through the Service.
12.2 Company does not screen the authenticity or quality of any Material, content or content, products or Apps, including without limitation any, data, products or service, found through the Service.
12.3 Except as may be otherwise stated herein, Company is not a party to any transaction between you and any provider of products or services created via the Service. Any dispute shall be resolved between yourself and the provider of such products or Apps created vis the Service
12.4 Any information, including any data, Materials, or Content on the Service, including on any Facebook, Instagram or Twitter page, are for informational purposes only
12.5 You assume all risk when using the Service, including all the risks associated with any online or offline interactions with other users, providers of products and services, and from additional fees or charges from your mobile carrier.
12.6 You are of legal age to form a binding contract and are at least the age as noted in paragraph 5 herein, or of age or you have the authority of such legal entity to form a binding contract; all registration information you submit is accurate and truthful; you will maintain the accuracy of such information; and you are legally permitted to use and access the Service and take full responsibility for the selection and use of and access to the Service.
13. Warranties, Disclaimers and Limitations of Liability.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT:
13.1 YOUR USE OF THE SERVICE IS AT YOUR SOLE RISK. THE SERVICE AND THE ASSOCIATED MATERIALS AND CONTENT ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THESE TERMS OF SERVICE, COMPANY, ITS PARENT, SUBSIDIARY AND OTHER AFFILIATED COMPANIES, AND THEIR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS AND OTHER REPRESENTATIVES (COLLECTIVELY, THE “COMPANY PARTIES”), EXPRESSLY DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PURPOSE AND NON-INFRINGEMENT. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, THE COMPANY PARTIES MAKE NO WARRANTY THAT: (I) THE SERVICE WILL MEET YOUR REQUIREMENTS; (II) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE; (III) INFORMATION THAT MAY BE OBTAINED VIA THE SERVICE WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY AND ALL PRODUCTS, SERVICE, INFORMATION OR OTHER MATERIAL, INCLUDING ALL MERCHANDISE, GOODS AND SERVICE, OBTAINED OR PURCHASED BY YOU DIRECTLY OR INDIRECTLY THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS OR NEEDS; AND (V) ANY ERRORS IN THE SERVICE WILL BE CORRECTED.
13.2 THE COMPANY PARTIES SHALL NOT UNDER ANY CIRCUMSTANCES BE LIABLE FOR ANY DAMAGES OF ANY KIND ARISING OUT OF, IN CONNECTION WITH OR RELATING TO THE USE OF OR INABILITY TO USE THE SERVICE, INCLUDING ANY LIABILITY: (I) AS A PUBLISHER OF INFORMATION; (II) FOR ANY INCORRECT OR INACCURATE INFORMATION OR ANY ‘BUG’ OF THE SERVICE; (III) FOR ANY UNAUTHORIZED ACCESS TO OR DISCLOSURE OF YOUR TRANSMISSIONS OR DATA; (IV) FOR STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON OR VIA THE SERVICE; (V) FOR ANY DISPUTES BETWEEN USERS OF THE SERVICE OR BETWEEN A USER OF THE SERVICE AND A THIRD PARTY; OR (VI) FOR ANY OTHER MATTER RELATING TO THE SERVICE OR ANY THIRD PARTY. THIS IS A COMPREHENSIVE LIMITATION OF LIABILITY THAT APPLIES TO ALL DAMAGES OF ANY KIND, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, BREACH OF WARRANTY, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR OTHERWISE, EVEN IF AN INDIVIDUAL ADVISES THE COMPANY PARTIES OF THE POSSIBILITY OF SUCH DAMAGES. THE LIMITATIONS OF LIABILITY SET FORTH HEREIN ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN COMPANY AND YOU. THE PRODUCTS, INFORMATION AND SERVICE OFFERED ON AND THROUGH THE SERVICE WOULD NOT BE PROVIDED TO YOU WITHOUT SUCH LIMITATIONS.
13.3 NOTWITHSTANDING THE FOREGOING, THE SOLE AND ENTIRE MAXIMUM LIABILITY OF THE COMPANY PARTIES FOR ANY REASON, AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OR CLAIM WHATSOEVER, SHALL BE LIMITED TO THE CHARGES PAID BY YOU DIRECTLY TO COMPANY VIA THE SERVICE FOR SERVICE PROVIDED SOLELY AND DIRECTLY BY COMPANY TO YOU IN THE THREE MONTHS PRIOR TO SUCH CAUSE OR CLAIM.
13.4 YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM YOU MAY BRING MUST BE FILED WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES OR IT WILL BE PERMANENTLY BARRED.
13.5 SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU.
13.6 If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which, if known by him must have materially affected his settlement with the debtor.”
14. Indemnification. You agree to indemnify, defend and hold harmless the Company Parties against all claims, demands, causes of action, losses, expenses, damages and costs (including any reasonable attorneys’ fees), resulting or arising from or relating to your use of the Service, any activity related to your account by you or any other person permitted by you, any Content that you submit to, post on or transmit through the Service, your breach of these Terms of Service, your infringement or violation of any rights of another, or termination of your access to the Service. We reserve the right to assume, at our sole expense, the exclusive defense and control of any such claim or action and all negotiations for settlement or compromise, and you agree to fully cooperate with us in the defense of any such claim, action, settlement or compromise negotiations, as requested by us.
15. Procedure for Notifying the Company of Copyright Infringement.
15.1 Those who believe that their copyrighted work has been infringed or are aware of other infringing material, should contact our Copyright Agent at the address listed below and provide us with the following information:
a. An electronic or physical signature of a person authorized to act on behalf of the Seller of the copyrighted work that has allegedly been infringed.
b. Identification of the copyrighted work claimed to have been infringed.
c. Information describing where the allegedly infringing material is located on the Service.
d. Your address, telephone number, and email address.
e. A written statement by you that you have a good faith belief that the disputed use is not authorized by the copyright Seller, its agent, or the law.
f. A statement by you that the above information in your notification is accurate and that, under penalty of perjury, you are the copyright Seller or authorized to act on the copyright Seller’s behalf. The foregoing information may be emailed or mailed to our Copyright Agent at the addresses listed at the end of this Terms of Service.
15.2 Following receipt of the information listed above, we will remove or disable access to the infringing material and take reasonable steps to notify the user responsible for posting said material. The posting of infringing copyrighted material may result in the termination of user privileges of such user.
16. Miscellaneous. These Terms of Service constitute the entire agreement between Company and each user of the Service with respect to the subject matter of these Terms of Service.
a. If any provision of these Terms of Service shall be deemed unlawful, void or for any reason unenforceable by a court of competent jurisdiction, the validity and enforceability of any remaining provisions will not be affected.
b. The failure of the Company Parties to insist upon strict adherence to any term of these Terms of Service shall not constitute a waiver of such term and shall not be considered a waiver or limit that party’s right thereafter to insist upon strict adherence to that term or any other term contained in these Terms of Service. You may not assign your obligations or rights hereunder to another entity or individual. We may transfer, assign or delegate these Terms of Service and its rights and obligations without your consent.
c. We shall have no liability to you hereunder if we are prevented from or delayed in performing our obligations, or from carrying on our business, by acts, events, omissions or accidents beyond our reasonable control, including, without limitation, strikes, lock-outs or other industrial disputes (whether involving the workforce of us or any other party), failure of a utility service or transport or telecommunications network, act of God, war, riot, civil commotion, malicious damage, compliance with any law or governmental order, rule, regulation or direction, accident, breakdown of plant or machinery, fire, flood or storm.
d. No agency, partnership, joint venture, or employment is created as a result of these Terms of Service and you do not have any authority of any kind to bind us in any respect whatsoever.
e. No action arising out of these Terms of Service or your use of the Service, regardless of form or the basis of the claim, may be brought by you more than one (1) year after the cause of action has arisen (or if multiple causes, from the date the first such cause arose).
18. Applicable Law and Jurisdiction. Your use of the Company Service is governed by and will be enforced under the laws of Kuwait without regard to its conflict of law provisions. You agree to submit to the personal and exclusive jurisdiction of the courts located within the jurisdiction noted above. You agree that printed copies of any and all agreements and/or notices in electronic form are admissible in any legal or regulatory proceedings.