These terms of service ("Agreement") constitute a legally binding agreement between you("End User" or "you") and Manewayz, LLC ("Manewayz"). This Agreement governs your use of the Manewayz mobile Platform and website (www.manewayz.com) (together, including all related documentation, the "Manewayz Platform" or the "Platform"). The Manewayz Platform is licensed, not sold, to you.
WHETHER BY CLICKING THE "AGREE" BUTTON, IF APPLICABLE, OR BY DOWNLOADING, INSTALLING, OR SIMPLY USING THE PLATFORM, YOU(A) ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND THIS AGREEMENT; (B) REPRESENT THAT YOU ARE OF LEGAL AGE 16 YEARS OR OLDER TO ENTER INTO A BINDING AGREEMENT; AND (C) ACCEPT THIS AGREEMENT AND AGREE THAT YOU ARE LEGALLY BOUND BY ITS TERMS. IF YOU DO NOT AGREE TO THESE TERMS, YOUR OPTION IS NOT TO DOWNLOAD, INSTALL, OR USE THE PLATFORM AND DELETE IT FROM YOUR DEVICE.
1. The Manewayz Platform.
The Manewayz Platform is a GPS navigation tool specially designed for equine enthusiasts and the businesses that cater to their needs. The Platform helps drivers (“Drivers”) find the best routes for transporting horses to their destinations and to locate horse-related products and services (“Businesses”) along the way. Both Drivers and Businesses employ the Manewayz Platform by creating user accounts and therefore are referred to throughout this Agreement as End Users. Unless otherwise specified, the terms “End User”, “you”, “your”, or “yourself” mean both Driver and Business together.
2. License Grant.
Subject to the terms of this Agreement, Manewayz grants you a limited, non-exclusive, and non-transferable license to:
(a) download, install, and use the Platform for your personal use on a mobile device or other computing device owned or otherwise controlled by you ("Mobile Device") strictly in accordance with the Platform's documentation; and
(b) access, stream, download, and use on such Mobile Device the content and services made available in or otherwise accessible through the Platform, strictly in accordance with this Agreement.
3. License Restrictions.
You shall not:
(a) copy the Platform, except as expressly permitted by this license;
(b) modify, translate, adapt, or otherwise create derivative works or improvements, whether or not patentable, of the Platform;
(c) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to the source code of the Platform or any part thereof;
(d) remove, delete, alter, or obscure any trademarks or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from the Platform, including any copy thereof;
(e) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available the Platform, or any features or functionality of the Platform, to any third party for any reason, including by making the Platform available on a network where it is capable of being accessed by more than one device at any time; or
(f) remove, disable, circumvent, or otherwise create or implement any workaround to any copy protection, rights management, or security features in or protecting the Platform; or
(g) use the Platform in, or in association with, the design, construction, maintenance, or operation of any hazardous environments or systems, including any power generation systems; aircraft navigation or communication systems, air traffic control systems, or any other similar transport management systems; safety-critical applications, including medical or life-support systems, any police, fire, or other safety response systems; and military or aerospace Platforms, weapons systems, or environments.
4. Reservation of Rights.
You acknowledge and agree that the Platform is provided under license, and not sold, to you. You do not acquire any ownership interest in the Platform under this Agreement, or any other rights thereto other than to use the Platform in accordance with the license granted, and subject to all terms, conditions, and restrictions, under this Agreement. Manewayz and its licensors and service providers reserve and shall retain their entire right, title, and interest in and to the Platform, including all copyrights, trademarks, and other intellectual property rights therein or relating thereto, except as expressly granted to you in this Agreement.
5. Eligibility; Access; Security.
As stated at the outset, the Manewayz Platform is offered and available to users who are sixteen (16) years of age or older, reside in the United States, intend to use the Manewayz Platform for lawful purposes only, and meet other eligibility requirements as specified further in this Agreement.
We reserve the right to withdraw or amend the Manewayz Platform, and any service or material that we provide through the Platform, in our sole discretion without notice. We will not be liable if for any reason all or any part of the Manewayz Platform is unavailable at any time or for any period. From time to time, we may restrict access to some or all parts of the Platform to End Users.
If you choose, or are provided with, an End User name, password, or any other piece of information as part of our security procedures, you must treat such information as confidential, and you must not disclose it to any other person or entity. You also acknowledge that your Manewayz account is personal to you and agree not to provide any other person with access to the Manewayz Platform using your End User name, password, or other security information. You agree to notify us immediately of any unauthorized access to or use of your User name or password or any other breach of security.
Without waiving or limiting other remedies and penalties, we reserve the rights to deactivate any End User name, password, or other identifier, whether chosen by you or provided by us, and to otherwise modify, restrict, suspend, or terminate your access and use of the Manewayz Platform immediately and without notice in our sole discretion for any or no reason, including if, in our opinion, you are misusing the Platform or otherwise violating this Agreement, including without limitation any additional terms and policies posted on the Platform. If the Company deactivates your End User account for any reason, you are not permitted to establish a new End User account during such period of deactivation.
We may cancel unconfirmed accounts or accounts that have been inactive for a long time. Additionally, we reserve the right to refuse, modify, or terminate all or part of the Manewayz Platform to anyone for any reason at our discretion.
If at any point we require payment for use and access to content or services offered to End Users through the Manewayz Platform, the terms for any such payment, cancellations, or refund will be as posted and communicated through the Manewayz Platform. You acknowledge and agree that such terms are hereby incorporated into this Agreement as if fully stated herein.
Manewayz, LLC, the terms Manewayz, the Manewayz logo, and all related names, logos, product and service names, designs, and slogans are trademarks of Manewayz or its affiliates or licensors. You must not use such marks without Manewayz’s prior written permission. All other names, logos, product and service names, designs, and slogans in the Manewayz Platform are the trademarks of their respective owners.
8. Collection and Use of Your Information.
9. Manewayz Communications.
If you wish to opt out of promotional emails, you can unsubscribe from our promotional email list by following the unsubscribe options in the promotional email itself. You acknowledge that you are not required to consent to receive promotional calls as a condition of using the Manewayz Platform. If you wish to opt out of communications from the Company (including operational or transactional communications), refer to our opt-out instructions or contact us; however, you acknowledge that opting out of receiving all calls may impact your use of the Manewayz Platform.
10. Geographic Restrictions.
The Manewayz Platform, including its content and services, is based in the state of Connecticut in the United States and provided for access and use only by persons located in the United States. You acknowledge that you may not be able to access all or part of the Platform outside of the United States and that access thereto may not be legal by certain persons or in certain countries. If you access the Platform from outside the United States, you are responsible for compliance with local laws.
11. Prohibited Uses.
You may use the Manewayz Platform only for lawful purposes and in accordance with this Agreement. In connection with your use of the Manewayz Platform, you agree and acknowledge that you will not:
(a) violate or circumvent in any way any federal, state, local, or international law, regulation, judicial order, or government sanction or prohibition (including without limitation operating a vehicle and/or trailer without the appropriate license, authorization or in an otherwise unlawful manner);
(b) list, upload, post, send, solicit, or obtain any item or any content that is false, deceptive, defamatory, fraudulent, violent, threatening, pornographic, racist, hateful, inappropriate, or otherwise objectionable according to the sole opinion of the Manewayz;
(c) engage in any activity resulting in manipulation or interference of any kind with other End Users’ listings, posts, transactions, or other use of the Platform, including without limitation any fake reviews or other actions that may undermine feedback or ratings systems;
(d) stalk or otherwise harass any person, or violate the rights of privacy or publicity of any person;
(e) impersonate any individual or entity, or infringe any person’s intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights;
(f) engage in any other conduct that restricts or inhibits any person’s use or enjoyment of the Manewayz Platform, or which, as determined by us, may harm the
Company or its End Users, or expose us or them to liability or reputational harm;
(g) transmit, or procure the sending of, any advertising or promotional material, including any "junk mail", "chain letter", "spam", or any other similar solicitation;
(h) hack or compromise in any way the integrity and security of the Manewayz Platform or the computers or devices of any End Users;
(i) “frame” or “mirror” any part of the Manewayz Platform, without our prior written authorization or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose;
(j) rent, lease, lend, sell, redistribute, license, sublicense, or otherwise commercialize any aspect of the Manewayz Platform or access to any portion of the Manewayz Platform, without the prior express and written permission of the Company;
(k) use any robot, spider, or other automatic device, process, or means to access the Manewayz Platform for any purpose;
(l) use any manual process to monitor or copy any of the material in the Manewayz Platform or for any other unauthorized purpose without our prior written consent;
(m) allow any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful, to be introduced in to the Manewayz
(n) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Manewayz Platform, the servers on which they operate, or any server, computer, or database to which the Manewayz Platform is connected, including without limitation by overloading the capacity of the Platform to operate;
(o) link directly or indirectly to any websites without the prior express and written permission of Manewayz;
(p) transfer or sell your End User account, password and/or identification to any other party;
(q) export or re-export any aspect of the Manewayz Platform, except in compliance with applicable export control laws and posted rules and restrictions; or
(r) cause any person to engage in the foregoing prohibited activities.
Manewayz may from time to time in its sole discretion develop and provide Platform updates, which may include upgrades, bug fixes, patches, other error corrections, and/or new features (collectively, including related documentation, "Updates").Updates may also modify or delete in their entirety certain features and functionality. You agree that Manewayz has no obligation to provide any Updates or to continue to provide or enable any particular features or functionality. Based on your Mobile Device settings, when your Mobile Device is connected to the internet either:
(a) the Platform will automatically download and install all available Updates; or
(b) you may receive notice of or be prompted to download and install available Updates.
You shall promptly download and install all Updates and acknowledge and agree that the Platform or portions thereof may not properly operate should you fail to do so. You further agree that all Updates will be deemed part of the Platform and be subject to all terms and conditions of this Agreement.
13. Third-Party Materials.
The Platform may display, include, or make available third-party content(including data, information, Platforms, and other products, services, and/or materials) or provide links to third-party websites or services, including through third-party advertising ("Third-Party Materials"). You acknowledge and agree that Manewayz is not responsible for Third-Party Materials, including their accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect thereof. Manewayz does not assume and will not have any liability or responsibility to you or any other person or entity for any Third-Party Materials. Third-Party Materials and links thereto are provided solely as a convenience to you, and you access and use them entirely at your own risk and subject to such third parties' terms and conditions.
14. Term and Termination.
(a) The term of Agreement commences when you download or install the Platform or otherwise acknowledge your acceptance and will continue in effect until terminated by you or Manewayz as set forth in this 14 Term and Termination.
(b) You may terminate this Agreement by deleting the Platform and all copies thereof from your Mobile Device.
(c) Manewayz may terminate this Agreement at any time without notice and is not obligated to continue to support the Platform. In addition, this Agreement will terminate immediately and automatically without any notice if you violate any of the terms and conditions of this Agreement.
(d) Upon termination:
(i) all rights granted to you under this Agreement will also terminate; and
(ii) you must cease all use of the Platform and delete all copies of the Platform from your Mobile Device and account.
(e) Termination will not limit any of Manewayz's rights or remedies at law or in equity.
15. Disclaimer of Warranties.
THE PLATFORM IS PROVIDED TO END USER "AS IS" AND WITH ALL FAULTS AND DEFECTS WITHOUT WARRANTY OF ANY KIND. TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, MANEWAYZ, ON ITS OWN BEHALF AND ON BEHALF OF ITS AFFILIATES AND ITS AND THEIR RESPECTIVE LICENSORS AND SERVICE PROVIDERS,EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,STATUTORY, OR OTHERWISE, WITH RESPECT TO THE PLATFORM, INCLUDING ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT, AND WARRANTIES THAT MAY ARISE OUT OF COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, OR TRADE PRACTICE. WITHOUT LIMITATION TO THE FOREGOING, MANEWAYZ PROVIDES NO WARRANTY OR UNDERTAKING, AND MAKES NO REPRESENTATION OF ANY KIND THAT THE PLATFORM WILL MEET YOUR REQUIREMENTS, ACHIEVE ANY INTENDED RESULTS, BE COMPATIBLE, OR WORK WITH ANY OTHER SOFTWARE, PLATFORMS, SYSTEMS, OR SERVICES, OPERATE WITHOUT INTERRUPTION, MEET ANY PERFORMANCE OR RELIABILITY STANDARDS, OR BE ERROR-FREE,OR THAT ANY ERRORS OR DEFECTS CAN OR WILL BE CORRECTED.
You understand that we cannot and do not guarantee or warrant that files available for downloading from the Internet or the Manewayz Platform will be free of viruses or other destructive code. You are responsible for implementing sufficient procedures and checkpoints to satisfy your particular requirements for anti-virus protection and accuracy of data input and output, and for maintaining a means external to the Manewayz Platform for any reconstruction of any lost data.
TO THE FULLEST EXTENT PROVIDED BY LAW, WE WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT YOUR COMPUTER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL DUETO YOUR USE OF THE MANEWAYZ PLATFORM OR ANY SERVICES OR ITEMS OBTAINED THROUGH THEM OR TO YOUR DOWNLOADING OF ANY MATERIAL POSTED ON THEM, OR ON ANY WEBSITE OR APP LINKED TO THEM.
Location data provided by the Manewayz Platform is for basic location purposes only and is not intended to be relied upon in situations where precise location information is needed or where erroneous, inaccurate or incomplete location data may lead to death, personal injury, property or environmental damage. Neither Manewayz, nor any of its licensors or affiliates, guarantees the availability, accuracy, completeness, reliability, or timeliness of location data tracked or displayed by the Manewayz Platform. Any of your information, including geo-locational data, you upload, provide, or post in the Platform may be accessible to Manewayz and certain End Users of the Manewayz Platform.
Manewayz advises you to use the Platform with a data plan with unlimited or very high data usage limits. Manewayz shall not be responsible or liable for any fees, costs, or overage charges associated with any data plan you use to access the Manewayz Platform.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF OR LIMITATIONS ON IMPLIED WARRANTIES OR THE LIMITATIONS ON THE APPLICABLE STATUTORY RIGHTS OF A CONSUMER, SO SOME OR ALL OF THE ABOVE EXCLUSIONS AND LIMITATIONS MAY NOT APPLY TO YOU.
16. Limitation of Liability.
TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MANEWAYZ OR ITS AFFILIATES, OR ANY OF ITS OR THEIR RESPECTIVE LICENSORS OR SERVICE PROVIDERS, HAVE ANY LIABILITY ARISING FROM OR RELATED TO YOUR USE OF OR INABILITY TO USE THE PLATFORM OR THE CONTENT AND SERVICES FOR:
(a) PERSONAL INJURY, PROPERTY DAMAGE, LOST PROFITS, COST OF SUBSTITUTE GOODS OR SERVICES, LOSS OF DATA, LOSS OF GOODWILL, BUSINESS INTERRUPTION, COMPUTER FAILURE OR MALFUNCTION, ORANY OTHER CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, OR PUNITIVE DAMAGES.
(b) DIRECT DAMAGES IN AMOUNTS THAT IN THE AGGREGATE EXCEED ANY AMOUNT ACTUALLY PAID BY YOU FOR THE PLATFORM. THE FOREGOING LIMITATIONS WILL APPLY WHETHER SUCH DAMAGES ARISE OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE AND REGARDLESS OF WHETHER SUCH DAMAGES WERE FORESEEABLE OR MANEWAYZ WAS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW CERTAIN LIMITATIONS OF LIABILITY SO SOME OR ALL OF THE ABOVE LIMITATIONS OF LIABILITY MAY NOT APPLY TO YOU.
You agree to indemnify, defend, and hold harmless Manewayz and its officers, directors, employees, agents, affiliates, successors, and assigns from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including attorneys' fees, arising from or relating to your use or misuse of the Platform or your breach of this Agreement, including but not limited to the content you submit or make available through this Platform.
18. Export Regulation.
The Platform may be subject to US export control laws, including the Export Control Reform Act and its associated regulations. You shall not, directly or indirectly, export, re-export, or release the Platform to, or make the Platform accessible from, any jurisdiction or country to which export, re-export, or release is prohibited by law, rule, or regulation. You shall comply with all applicable federal laws, regulations, and rules, and complete all required undertakings (including obtaining any necessary export license or other government approval), prior to exporting, re-exporting, releasing, or otherwise making the Platform available outside the US.
19. US Government Rights.
The Platform is commercial computer software, as such term is defined in 48C.F.R. §2.101. Accordingly, if you are an agency of the US Government or any contractor therefor, you receive only those rights with respect to the Platform as are granted to all other end users under license, in accordance with (a) 48C.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.
If any provision of this Agreement is illegal or unenforceable under applicable law, the remainder of the provision will be amended to achieve as closely as possible the effect of the original term and all other provisions of this Agreement will continue in full force and effect.
21. Governing Law.
This Agreement is governed by and construed in accordance with the internal laws of the State of Connecticut without giving effect to any choice or conflict of law provision or rule. Any legal suit, action, or proceeding arising out of or related to this
Agreement or the Platform shall be instituted exclusively in the U.S. District Court for the District of Connecticut or the courts of the State of Connecticut. You waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts. Manewayz retains the right to bring any suit, action, or proceeding against you for breach of this Agreement in your country of residence or any other relevant country.
22. Entire Agreement.
No failure to exercise, and no delay in exercising, on the part of either party, any right or any power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or power hereunder preclude further exercise of that or any other right hereunder. In the event of a conflict between this Agreement and any applicable purchase or other terms, the terms of this Agreement shall govern.
Feedback, comments, requests for technical support, and other communications relating to the Manewayz Platform should be directed to: Manewayz LLC, 60 Rainbow Road, Bethany, CT 06524, firstname.lastname@example.org or 203-249-2977.