PLEASE READ THESE TERMS AND CONDITIONS OF USE ("AGREEMENT") CAREFULLY. THE USE OF THIS WEB SITE AND ACCESSS TO THE SERVICES IS CONDITIONED UPON YOUR ACCEPTANCE OF THIS AGREEMENT WITHOUT MODIFICATION.  YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. 

The terms and conditions listed below govern use of the Site and the services provided (the “Services”) provided by MAECCE LLC, and its affiliates (the “Company”).  The terms “you” and “your” in uppercase or lowercase shall mean the entity (e.g., company, corporation, partnership, sole proprietor, etc.) or individual entering into this Agreement with Company. The Agreement shall consist of these Terms and Conditions.

1. GRANT OF RIGHTS; RESTRICTIONS ON USE

1.1 You are granted a nonexclusive, nontransferable, limited right to access and use the Services made available to you. The rights and restrictions granted to you are as follows:

(a) You shall not use the Services unless you are of the age of 18. By using our Site, you represent you are not under 18 years of age or have had your parent or guardian give their personal information in lieu of giving yours.

(b) You shall not use the Services for any purpose other than the purpose authorized under this Agreement;

(c) You represent, warrant, and/or covenant to Company that the Services will be used only: (i) by you, (ii) in the manner for which it was intended, (iii) in accordance with all applicable instructions provided by the Company, and (d) in compliance with all applicable laws and regulations;

(e) Without prejudice to the foregoing, you may not engage in the practices of "screen scraping," "database scraping," "data mining" or any other activity with the purpose of obtaining information from the Site or that uses web "bots" or similar data gathering or extraction methods. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Company’s webosite;

(f) You may not use the Services in any fashion that infringes the rights or interests of Company or any third party. Your use of the Services must comply with all applicable laws, rules or regulations;

(g) You are solely responsible and liable for your conduct and for any information that you submit as part of the Services. You may not provide false or misleading information for the provision of the Services or submit information under false pretenses. Without limiting anything else in this Agreement, we may immediately terminate the Services if you violate any of the foregoing or if you provide false or misleading information or submit information under false pretenses.

 (h) You are prohibited from downloading, storing, reproducing, transmitting, displaying, copying, distributing, or using material retrieved from the Company’s website.

2.  PRIVACY AND CONSENT

We believe strongly in protecting your personal information, and in making sure you know how that information will be used. Any information you enter into an inquiry form or a feature designed in the Services will be safeguarded by the Company and will only be made available to the Company for the intended purpose of providing you with services.

3. SUBMISSIONS OF INFORMATION

You agree that any materials, including but not limited to questions, comments, suggestions, ideas, plans, notes, original or creative materials or other information provided by you in the form of e-mail or submissions to us, are non-confidential. We will own exclusive rights, including all intellectual property rights, and will be entitled to the unrestricted use of these materials for any purpose, commercial or otherwise, without acknowledgment or compensation to you.

4. THIRD PARTY PRODUCTS AND SERVICES

We may make available the Services via third parties or may otherwise provide information about or links or referrals to third-party products or services. Your business dealings or correspondence with, or participation in promotions of, such third parties, and any terms, conditions, warranties or representations associated with such dealings or promotions are solely between you and such third party. Company is not responsible or liable for any loss or damage of any sort incurred as the result of any such dealings or promotions or from any third party products or services, and you use such third party products and services at your own risk. We do not sponsor, endorse, recommend or approve any such third party. You should investigate and use your independent judgment regarding the merits, quality and reputation of any individual, entity through whom you obtained through the Site or in relation to this Agreement. We do not represent or warrant that any such third party is licensed, qualified, reputable or capable of performing any of the services that the offer or the products that they sell.

5. INTELLECTUAL PROPERTY 

The Services, including, but not limited to text, images, illustrations, audio clips, and video clips, is protected by copyrights, trademarks, service marks, and/or other intellectual property rights (which are governed by U.S. and worldwide copyright laws and treaty provisions, privacy and publicity laws, and communication regulations and statutes), and are owned and controlled by the Company or its affiliates, or by third party content providers, merchants, sponsors and licensors (collectively "Providers") that have licensed their content or the right to market their products and/or services to Company. Content on the Site or any web site owned, operated, licensed or controlled by the Providers is solely for your personal, noncommercial use. You may print a copy of the Content and/or information contained herein for your personal, non-commercial use only, but you may not copy, reproduce, republish, upload, post, transmit, distribute, and/or exploit the Content or information in any way (including by e-mail or other electronic means) for commercial use without the prior written consent of Company or the Providers. You may not use on your web site any trademarks, service marks or copyrighted materials appearing on the Site, including but not limited to any logos or characters, without the express written consent of the owner of the mark or copyright. You may not frame or otherwise incorporate into another web site any of the Content or other materials from Company’s website without prior written consent of the Company.

6. INDEMNIFICATION

You agree to indemnify, defend and hold harmless Company, its officers, directors, employees, agents and third parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of your use of or inability to use the Services, your violation of any terms of this Agreement or your violation of any rights of a third party, or your violation of any applicable laws, rules or regulations. Company reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Company in asserting any available defenses.

7. DISCLAIMER

The Services provided are not intended to be legal or tax advice. You should consult an attorney or CPA for advice regarding your individual legal, tax, or accounting situation. Maecce is not a law firm and does not provide legal advice. The use of these materials is not a substitute for legal advice. Only an attorney can provide legal advice. An attorney should be consulted for all serious legal matters. No Attorney-Client relationship is created by use of these materials. It is your sole responsibility to ensure your compliance with the requirements of any applicable regulation (“Regulation”). Company has no obligation or liability in this regard, and makes no representation as to the compliance of any arrangements with applicable requirements of the Regulation.

8. LIMITED LIABILITY

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, UNDER NO CIRCUMSTANCES WILL THE AGGREGATE LIABILITY OF THE COVERED PARTIES IN CONNECTION WITH ANY CLAIM ARISING OUT OF OR RELATING TO THE ONLINE SERVICES OR MATERIALS OR THIS  AGREEMENT EXCEED THE LESSER OF YOUR ACTUAL DIRECT DAMAGES OR THE AMOUNT YOU PAID FOR THE SERVICES IN THE TWELVE MONTH PERIOD IMMEDIATELY PRECEDING THE DATE THE CLAIM AROSE. YOUR RIGHT TO MONETARY DAMAGES IN THAT AMOUNT SHALL BE IN LIEU OF ALL OTHER REMEDIES WHICH YOU MAY HAVE AGAINST ANY COVERED PARTY.

TO THE FULLEST EXTENT PERMISSIBLE BY APPLICABLE LAW, NEITHER YOU NOR THE COMPANY WILL BE LIABLE FOR ANY SPECIAL, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER (INCLUDING, WITHOUT LIMITATION, ATTORNEYS' FEES) IN ANY WAY DUE TO, RESULTING FROM, OR ARISING IN CONNECTION WITH THE SITE, OR THE FAILURE OF ANY PARTY TO PERFORM ITS OBLIGATIONS. THE FOREGOING LIMITATION OF LIABILITY SHALL NOT APPLY TO A PARTY'S INDEMNITY OBLIGATIONS OR YOUR (AND YOUR AUTHORIZED USERS') INFRINGEMENT OF INTELLECTUAL PROPERTY OR MISAPPROPRIATION OF PROPRIETARY DATA BELONGING TO COMPANY OR ITS THIRD PARTY SUPPLIERS.

THE SITE (INCLUDING ALL THIRD PARTY CONTENT), AND ALL LINKS, INFORMATION, MATERIALS, EVALUATIONS, RECOMMENDATIONS, SERVICES AND PRODUCTS PROVIDED ON OR THROUGH THE SITE ARE PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. YOU EXPRESSLY AGREE THAT USE OF THE SITE IS AT YOUR SOLE RISK. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT AS TO THE SERVICES, THE SERVICES MATERIALS, LINKS, INFORMATION, MATERIALS, SERVICES AND PRODUCTS AVAILABLE ON OR THROUGH ON THE SERVICES.

9. TERMINATION; REFUSAL TO PROVIDE SERVICES

We may terminate or suspend your access to the Services at any time, with or without cause, and with or without notice. Upon such termination or suspension, your right to use the Services will immediately cease. Furthermore, we reserve the right not to respond to any requests for information for any reason, or no reason.

 10. GOVERNING LAW

This Agreement is to be construed in accordance with and governed by the internal laws of the State of Florida without giving effect to any choice of law rule that would cause the application of the laws of any jurisdiction other than the internal laws of the State of Colorado to the rights and duties of the parties.

If any provision in these terms and conditions is held to be legally invalid or unenforceable, then both you and Company shall be relieved of all obligations arising under such provision, but only to the extent that such provision is invalid or unenforceable, and these terms shall be deemed amended by modifying such provision to the extent necessary to make it valid and enforceable while preserving its intent; or if that is not possible, by substituting another provisions that is valid and enforceable and achieves the same objective and economic result. Any action to enforce a mediation or arbitration award or any injunctive relief sought pursuant to these terms and conditions shall be brought only in the federal or state courts in the state of California, and you consent to the exclusive jurisdiction of such courts.

11. ENTIRE AGREEMENT

This Agreement constitutes the entire agreement of the parties with respect to its subject matter and replaces and supersedes any prior written or verbal communications, representations, proposals or quotations on that subject matter.