USER TERMS AND CONDITIONS
Maker District, Inc. (referred to hereinafter as “Maker District”) makes available on this website (this “Website”) certain services (“Services”) and opportunities to purchase goods and services from third parties (“Third Party Offering”). These User Terms and Conditions (these “Terms”) constitute a legally binding contract between Maker District and the company, individual, or other person accepting these Terms, or on whose behalf these Terms are accepted, on this Website (referred to hereinafter as “User”) setting forth the terms and conditions under which Maker District makes available and provides any Services and under which Maker District makes available any opportunity to contract for and purchase any Third Party Offering from any third party making available such Third Party Offering on or through this Website (the “Third Party Vendor”).
The individual accepting these Terms on behalf of User hereby represents that the individual:
has the full legal authority and agency from user to bind enter into these Terms on behalf of User and to bind User to all terms, conditions, and provisions in these Terms;
has read and understands all of the terms, conditions, and provisions of these Terms; and
has received any legal counsel, or had the opportunity to receive legal counsel, related to these Terms before accepting these Terms.
1. Access. User agrees that access to Services and Third Party Offerings is access-restricted and requires User to set up an account with Maker District on this Website and to log into the access-restricted portions of this Website (“Restricted Area”) through use of User-specific log-in information (the “Log-In Information”). User represents that all information given in setting up such account is complete and accurate. User shall not access the access-restricted portions of this Website other than through use of the Log-In Information. User shall not permit any third party to use the Log-In Information or to access the access-restricted portion of this Website. User is solely and fully responsible and liable for any use of the Log-In Information. Some Services are subject to User’s entering into additional agreements with Maker District.
2. Communication with User. Maker District will communicate with User, including to give legal notices, through the e-mail address or the physical address provided by User in connection with setting up such account. User may change its e-mail address and/or physical address by changing the same in User’s account as permitted on this Website, provided that the validity or effect of any notices, demands, or other communication to User to a prior e-mail address and/or physical address shall not be affected.
3. Modification of these Terms. Maker District has the right to modify these Terms from time to time by giving User notice thereof through communication pursuant to Section 2 of these Terms or by posting the modification or modified version of these Terms at the time of User’s log-in under Section 1 of these Terms. If User does not agree with such modifications or modified version, User shall give written notice to Maker District thereof and refrain from accessing the Restricted Area. Any access to the Restricted Area after such notice or posting of the modification or modified version of these Terms shall be conclusively deemed to be an agreement with the modifications or modified version, and these Terms shall then be deemed to so modified.
a. Maker District shall determine in its sole discretion the Services, and the scope of the Services, it makes available. Maker District may at any time change, terminate, or cancel the making available or provision of any Services without any liability or obligation related thereto to User or any third party.
b. User may only access and use any Services and any Restricted Area in accordance with these Terms.
c. User will not use any Services or access or use any part of the Restricted Area:
(i) for, or with the intent of, any purpose, or in any manner, that is unlawful, that violates any law or any right or property of any person, including the commission or cause of any personal injury, damage to property, or infringement of any rights, that discriminates based on race, ethnicity, nationality, gender, sexual orientation, gender, sexual identity, or disability, that harasses, bullies, threatens, or incites or is tending to incite violence, or that is libelous, slanderous, defamatory, or pornographic
(ii) by using any robot, bot, spider, crawler, spyware, malware, extraction tool, or any other automatic device;
(iii) in any manner with the intent to interrupt, damage, disable, overburden, or impair this Website, any Services, any Third Party Offering, or any other content, including by sending mass unsolicited messages or “flooding” servers with requests;
(iv) by circumventing any log-in and access control to the Restricted Area; or
(v) to assist, support, incite or cause any third party in engaging in any activity set forth in this Section 2(b) or that otherwise violates these Terms.
d. Maker District makes available educational or instructional programs through the Website, including real-time or live programs by third parties. Maker District does not control any such educational or instructional programs and will not be responsible or liable for any information, content, material, instruction, technique, activity, or exercise provided, demonstrated, taught, shared, or made available of any such program, the quality thereof, or the use or practice of any such information, content, material, instruction, technique, activity, or exercise, including if User or another person sustains any injury, damage, or losses in connection with such use or practice. User hereby assumes all risks related to the use or practice of any information, material, instructions, or other content provided, instructed, or taught on any educational or instructional program. ANY INFORMATION, CONTENT, MATERIAL, INSTRUCTION, TECHNIQUE, ACTIVITY, OR EXERCISE PROVIDED, DEMONSTRATED, TAUGHT, SHARED, OR MADE AVAILABLE THEREIN
e. Maker District may provide User the opportunity to establish on this Website a virtual store, through which User may offer and sell products or services to the public. Maker District’s agreement to permit User to establish, and User’s right to establish, a virtual store is subject to Maker District’s and User’s agreeing to a separate Marketplace Participation Agreement.
6. Third Party Offering. Maker District provides access to the opportunity to contract for and purchase Third Party Offerings without any liability and legal obligation related to the Third Party Offerings or their performance. If User enters into any agreement or purchases any product or service under any Third Party Offering, User does so at User’s sole risk. Maker District is not, and shall conclusively not be deemed to be, a party to, or obligated or liable under, any contract or agreement of User with any third party related to any Third Party Offering, including any performance or failure to perform thereunder, any breach thereof, or any products or services purchased or acquired thereunder, or any dispute related thereto. User is solely responsible for asserting User’s rights against, and initiating, prosecuting, and resolving any dispute related to any Third Party Offering directly with, such third party without involvement of any kind of Maker District.
7. Fees and Payment. Maker District may charge fees or other payments for some Services. If so, Maker District will provide notice thereof to User or state so in connection with making available such Services to User. Maker District reserves the right to pre-payment for any Services, and conditions its agreement to provide, and the provision of, any Service to prepayment by User of the full fee charged for such Service. User hereby agrees to pay all fees and other amounts charged by Maker District for any Service at such time as notified by Maker District for such Service, in such manner as directed by Maker District, without any set-off or deduction. All payments to Maker District for any Service are final and non-refundable, including if such Service is not performed or fully performed without fault of Maker District, including for any educational or instructional program that is not, or not completely, provided or performed. Any amount of fees or other payments owed for any Services that are not paid when due shall accrue interest from the day following the day on which payment was due until the end of the day on which such amount is paid in full. Interest shall be computed at a rate of the lower (i) one (1%) percent per full or partial calendar month or (ii) the highest enforceable rate of interest under applicable law, calculated on a daily basis from the date of invoice until the end of the date on which such amount is received by Maker District.
8. DISCLAIMER. MAKER DISTRICT MAKES AVAILABLE AND PROVIDES ALL SERVICES, AND MAKES AVAILABLE ALL THIRD PARTY OFFERINGS, AND PROVIDES ANY ACCESS AND ACCESSIBILITY TO AND USE OF THE RESTRICTED AREA AND ALL CONTENT AND FEATURES THEREON, “AS IS”. USER’S ACCESS TO AND USE THEREOF IS AT USER’S OWN RISK. MAKER DISTRICT DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES WITH REGARD TO OR IN CONNECTION WITH ANY SERVICES, ANY THIRD PARTY OFFERINGS, ANY ACCESS, ACCESSIBILITY, OR FAILURE TO ACCESS, OR USE OF, THE RESTRICTED AREA, ANY CONTENT OR FEATURES THEREON, ANY SERVICES, OR ANY THIRD PARTY OFFERING, OR THAT ANY INFORMATION RELATED THERETO IS ACCURATE AND ERROR-FREE OR ANY CONTRACT OR AGREEMENT BASED ON ANY THIRD PARTY OFFERING WILL BE PERFORMED. MAKER DISTRICT HEREBY DISCLAIMS ANY AND ALL WARRANTIES AND REPRESENTATIONS, EXPRESS, IMPLIED AND STATUTORY, INCLUDING ANY AND ALL WARRANTIES OF MERCHANTABILITY, FITNESS FOR PARTICULAR PURPOSE, WORKMANSHIP, TITLE, LICENSE, AND NON-INFRINGEMENT, WITH REGARD TO AND IN CONNECTION WITH ANY SERVICES, ANY THIRD PARTY OFFERING, THE RESTRICTED AREA, ANY ACCESS AND ACCESSIBILITY THERETO AND ANY USE THEREOF, AND THAT ANY OF IT IS USABLE, ACCURATE, OR FREE OF ANY ERROR. THESE DISCLAIMERS ARE A MATERIAL PART OF THESE TERMS.
9. LIMITATION OF LIABILITY.
a. MAKER DISTRICT IS NOT AND WILL NOT BE LIABLE, AND DISCLAIMS ANY AND ALL LIABILITY, TO USER OR ANY THIRD PARTY IN PRIVITY WITH OR CLAIMING THROUGH USER WITH REGARD TO AND IN CONNECTION WITH ANY SERVICES, ANY THIRD PARTY OFFERING, THE RESTRICTED AREA, ANY CONTENT THEREON, ANY ACCESS AND ACCESSIBILITY THERETO AND ANY USE THEREOF, AND ANY LACK OF USABILITY, ACCURACY, OR ERROR RELATED THERETO, INCLUDING ANY LOSS OF DATA, LOSS OF BUSINESS, FAILURE OF PERFORMANCE, ANY AGREEMENT OR CONTRACT RELATED TO ANY THIRD PARTY OFFERING, ANY NON-PERFORMANCE OR DEFAULT UNDER OR BREACH OF ANY SUCH AGREEMENT OR CONTRACT, OR OTHERWISE UNDER OR RELATED TO THESE TERMS, AND INCLUDING ANY PERSONAL INJURY, DEATH, PROPERTY DAMAGE, DAMAGES, AND LOSSES ARISING FROM OR RELATED TO ANY EDUCATIONAL OR INSTRUCTIONAL PROGRAM, ANY INFORMATION, CONTENT, MATERIAL, INSTRUCTION, TECHNIQUE, ACTIVITY, OR EXERCISE PROVIDED, DEMONSTRATED, TAUGHT, SHARED, OR MADE AVAILABLE THEREIN, OR ANY USE OR PRACTICE OF ANY SUCH INFORMATION, CONTENT, MATERIAL, INSTRUCTION, TECHNIQUE, ACTIVITY, OR EXERCISE.
b. TO THE FULLEST EXTENT PERMISSIBLE UNDER LAW, IN NO EVENT IS MAKER DISTRICT OR ANY OF ITS AFFILIATES, OWNERS, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, OR CONTRACTORS LIABLE FOR ANY DAMAGES OR LOSS, INCLUDING ANY INCIDENTAL, CONSEQUENTIAL, DIRECT, INDIRECT OR OTHER DAMAGES OF ANY KIND, LOSS OF PROFIT, OR TANGIBLE OR INTANGIBLE LOSS OR DAMAGES. USER HEREBY WAIVES ANY AND ALL CLAIMS, RIGHTS, AND REMEDIES FOR ANY DAMAGES OF ANY KIND AGAINST MAKER DISTRICT TO THE GREATEST EXTENT PERMITTED UNDER APPLICABLE LAW, INCLUDING ANY DAMAGES AND LIABILITY IDENTIFIED IN SECTION 9(a) OF THESE TERMS.
c. IF AND TO THE EXTENT THAT MAKER DISTRICT IS LIABLE FOR ANY DAMAGES THAT ARE NOT LEGALLY EXCLUDED OR EXCLUDABLE UNDER THIS SECTION 9, THE AGGREGATE AND COMPLETE LIABILITY TO USER OR ANY THIRD PARTY IN PRIVITY WITH OR CLAIMING THROUGH USER SHALL BE LIMITED TO THE AMOUNT OF ANY FEES, IF ANY, PAID BY USER TO MAKER DISTRICT UNDER THESE TERMS FOR ANY SERVICES HEREUNDER.
d. Without limiting any other provisions, terms, or conditions of this Section 9, Maker District shall not be liable for any failure or delay in the performance of any of its obligations under these Terms to the extent such failure or delay is caused by any cause, event or condition arising or resulting from any act of war, terrorism, civil riot or rebellion, law, seizure or order or requirement of any governmental or quasi-governmental authority, pandemic (including COVID-19 or any other virus), epidemic, quarantine, embargo or other similar action of a governmental or quasi-governmental authority, extraordinary element of nature or act of God, fire, flood, or storm, strike, lockout or other labor trouble, delays or shortages of supplies of any kind, or any other force majeure, or any other event or condition outside the reasonable control of Maker District.
e. THIS EXCLUSION AND LIMITATION OF LIABILITY IS A MATERIAL PART OF THESE TERMS.
10. Indemnity. User agrees to indemnify, defend, and hold harmless Maker District and its affiliates, officers, employees, agents, and contractors from any damages, liabilities, losses, penalties, fines, costs, and expenses (including reasonable attorneys' fees), and any claim, suit, action, investigation, demand, judgment, order, settlement, and proceeding, arising in connection with User’s access to or use of the Restricted Area, any Services, and any Third Party Offering, including any payment claim or other claim, or any dispute, under or related to any agreement or contract of User related to any Third Party Offering.
11. Term and Termination.
a. The agreement under these Terms shall commence upon acceptance of these Terms by or on behalf of User and continue to be in effect until termination in accordance with Section 11(b) of these Terms.
b. User may terminate the agreement under these Terms for any reason by written notice to Maker District or by canceling User’s account as provided by Maker District on this Website, provided that User may not terminate the agreement under these Terms without also terminating a Marketplace Participation Agreement under Section 5(d) of these Terms, if any.
c. Maker District may terminate the agreement under these Terms:
(i) upon termination of the Marketplace Participation Agreement; or
(ii) upon any breach, or reasonable belief of any breach, of these Terms by User; or
(iii) upon discontinuing the this Website, the Services, or making available of Third Party Offerings
by notice to User and/or by canceling User’s account or blocking access to the Restricted Area.
d. Upon termination of the agreement under these Terms, Maker District has no further obligations to User, including no obligation to provide any Services or make available any Third Party Offerings, and User shall not access, or seek access to, the Restricted Area. The terms, conditions, and provisions under Sections 7 (with regard to any amount owed and unpaid by User), 8, 9, 10, and 12 of these Terms, and this Section 11(d), shall continue in effect after such termination.
a. Maker District and User are independent parties, each without the power or authority to bind, contract, or commit the other.
b. Each and any notice, claim, or demand to Maker District under these Terms shall be in writing and send to Maker District, Inc., Attention: Chief Executive Officer, 1251 William D. Tate Avenue, #3667, Grapevine, TX 76099, United States of America, with a copy thereof by e-mail to (which copy shall not be deemed sufficient for Maker District having received such notice, claim, or demand) firstname.lastname@example.org.
c. Maker District does not waive, expressly or implicitly, any right or remedy, whether in these Terms or otherwise, including by selection or not selecting any right or remedy. Any waiver of any right or remedy by Maker District requires an express prior written agreement signed by an officer or us.
d. Should any section, or portion thereof, of these Terms be held invalid by reason of any law existing now or in the future in any jurisdiction by any court of competent authority or by a legally enforceable directive of any governmental body, such section or portion thereof shall be validly reformed so as to approximate the intent of these Terms as nearly as possible and, if unreformable, shall be deemed divisible and deleted with respect to such jurisdiction; these Terms shall not otherwise be affected.
e. When interpreting these Terms, these Terms and its provisions shall not be interpreted against Maker District as the drafter. Words of any gender used in these Terms are intended to include any other gender, and words in the singular number include the plural, and vice versa, unless the context clearly indicates otherwise. The words “include” and “including” mean “including without limitation” or “including, but not limited to” and shall not be construed as terms of limitation, and the principle ejusdem generis shall not apply.
f. These Terms constitute the entire terms and agreement between Maker District and User regarding the access to and use of the Services and any opportunity for of Third Party Offerings on this Website. User may not assign or transfer these Terms or any right under these Terms, or delegate any obligation, responsibility, or liability under these Terms, to any other person without Maker District’s express prior written consent, which shall be in Maker District’s sole discretion. Maker District may assign or transfer these Terms, or any right hereunder, or delegate or subcontract any Services or other performance, or any obligation, responsibility, or liability under these Terms, to any other person, at any time, as Maker District determines in its sole discretion.
g. These Terms, and their interpretation, construction, and enforcement, will be governed by, and any dispute and the resolution of any dispute under or related to these Terms, this Website, or any Content will be resolved and decided under, the laws of the State of Texas, without regard to its conflicts of law provisions whose application would result in the application of the law of a different jurisdiction. Any action or proceeding related to such dispute shall be subject to the non-exclusive jurisdiction of, and User hereby expressly submit to the personal jurisdiction of, Texas state and U.S. federal courts in Dallas County, Texas.
Updated April 19, 2023.
© 2023 by Maker District, Inc. All Rights Reserved.
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