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Terms of Use

PLEASE CAREFULLY READ THESE TERMS OF SERVICE (“TERMS”) BEFORE USING THIS WEBSITE, THE SERVICE, OR ANY OTHER CONTENT ACCESSIBLE ON OR THROUGH THIS WEBSITE, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS.

Section 1. The Service

1.1. Markdown.com (the “Site”) is owned and operated by Mercury Digital Labs LLC (“Markdown” or “we”, “our” or “us”). We offer a service (the “Service”) which connects buyers of services and goods (“Buyers”) with sellers of services and goods (“Merchants”). Merchants provide us with certain promotional offers (each an “Offer”), usually offering a discount if enough Buyers are willing to buy a service or good in a certain quantity or within a certain time period. In addition, Merchants may provide for additional discounts based on the number of Buyers You refer who purchase a particular Offer. We make these Offers available through the Site. Markdown oversees collection of payment on behalf of the Merchant from the Buyer. Upon confirmation of payment, Markdown, again on behalf of the Merchant, provides the good or service or in some cases, issues the Buyer a voucher (“Voucher”) redeemable for the applicable service or good.

1.2. Buyers are referred to herein as “you” or “User” hereafter.

1.3. These Terms incorporate the Privacy Policy which taken together describe the terms and conditions under which the Site operates. You may not use or access the Site or the Service if you do not agree to these Terms.

2. MODIFICATIONS TO TERMS

Because we are constantly innovating in order to provide better experiences for our users, we reserve the right to modify or discontinue any feature or aspect of the Site or the Service at anytime. We must also, therefore, reserve the right to change the Terms governing any User’s use of the Site and Service at any time. When Markdown posts modifications to these Terms, Markdown will revise the “Last Updated” date at the top of this page. The modified Terms will be effective immediately upon posting. Your continued use of the Site after the posting of the modified Terms constitutes your agreement to abide and be bound by them, as modified. If you object to any modification, your sole recourse is to terminate your use of the Site. Markdown recommends that you check the Site from time to time to inform yourself of any changes in these Terms or any of Markdown’s other policies.

3. REGISTRATION INFORMATION

3.1. Your use of the Services require registration on the Site which require you to provide your name, e-mail address and, in some cases, a physical address. You also may be asked to select a user name and password. In addition to the required registration information, you may be asked (but are not required to provide) your gender, personal interests and other such information. You acknowledge and agree that Markdown may block your use of the Site if your registration information is not complete and/or terminate your right to use the Site if any of the registration information that you provide is untrue, not current, incomplete or inaccurate, or if Markdown has reasonable grounds to believe that any of your registration information is untrue, not current, incomplete or inaccurate. You also must maintain and update your registration information to keep it current, complete and accurate.

3.2. In addition to all required registration information, certain uses of the Site, you will need to: (a) provide all equipment, including a computer and modem, necessary to establish a connection to the Internet; (b) provide your own access to the Internet; and (c) pay any telephone, data, hosting or other service fees associated with such access.

3.3. You represent to Markdown that you have the authority to register with and/or use the Service and the Site according to these Terms. You affirm that you are fully able and competent to enter into these Terms and to abide by and comply with these Terms.

4. USER PASSWORD AND SECURITY

4.1. You are responsible for maintaining the confidentiality of your password(s) and other information. You are entirely responsible for any and all activities that occur under your username and password whether or not authorized by you. You agree to immediately notify Markdown at support@markdown.com of any unauthorized use of your username or password.

4.2. Markdown may refuse to grant you, and you may not use, a username (or e-mail address) that: is already being used by someone else; may or does impersonate another person; belongs to another person; violates the intellectual property or other rights of any person; is vulgar or otherwise offensive; and/or Markdown rejects for any other reason in Markdown’s sole discretion.

4.3. Although Markdown will not be liable for losses caused by any unauthorized use of your username or other information, you may be liable for the losses of Markdown or others due to such unauthorized use.

5. COMMUNITY GUIDELINES. You agree that when using the Site, you will act in a manner consistent with the goals of the Site, and by way of example, and not as a limitation, you specifically agree that:

a. You will not violate any applicable local, state, national or international law, including but not limited to any rule, regulation, decree or ordinance.

b. You will not post information on or download information from the Site unless you have all rights and authority necessary to do so.

c. You will not post any inappropriate, defamatory, vulgar, obscene, sexually explicit, potentially libelous or slanderous, infringing, harmful, harassing, threatening, illegal or other material or information that Markdown in its sole discretion views as objectionable to the Site, including but not limited to text, graphics, audio and video files.

d. You will not defame, abuse, harass, stalk, threaten, embarrass, cause distress, unwanted attention or discomfort or otherwise violate the legal rights (including without limitation rights of privacy and publicity) of any User or representative of Markdown.

e. You may express your disagreement with someone’s point-of-view but personal attacks, or attacks based on another person’s race, national origin, ethnicity, religion, gender, sexual orientation, disability or other such condition or circumstance, are strictly prohibited.

f. You will not impersonate another person or entity, including but not limited to a Markdown representative, or communicate under a false name or a name that you are not entitled or authorized to use.

g. You will not post surveys, contests, chain letters, pyramid schemes, unnecessarily long messages, unnecessary or repetitive posts, multiple ratings for the same item, meaningless text, spamming, offensive declarations or other similarly disruptive content.

h. You will not falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material posted on the Site.

i. You will not post files that contain viruses, corrupted files or other similar software, programs or routines that may damage the operation of another’s computer or the Site.

j. You will not attempt to “crack,” “hack,” “bomb,” manipulate or otherwise gain unauthorized access to another User’s user name(s) or other information, Markdown’s servers, Markdown software or areas of the Site not intended for your access.

k. You will not post, transmit or distribute any unsolicited advertising, promotional materials or other forms of solicitation to Users, individuals or entities, except in areas designated by Markdown for such purposes.

l. You will not harvest, mine or otherwise collect or store personal information about others, including without limitation e-mail addresses and User profiles.

m. You will not use or launch any automated system, including without limitation, “robots,” “spiders,” “offline readers,” etc., that accesses the Site in a manner that sends more request messages to the Markdown servers in a given period of time than a human can reasonably produce in the same period by using a conventional on-line web browser. Notwithstanding the foregoing, Markdown grants the operators of public search engines permission to use spiders to copy materials from the Site for the sole purpose of creating publicly available searchable indices of the materials, but not caches or archives of such materials. Markdown reserves the right to revoke these exceptions either generally or in specific cases.

n. You agree not to collect or harvest any personally identifiable information, including without limitation usernames, from the Site or to use the communication systems provided by the Site for any commercial solicitation purpose.

o. You agree not to solicit, for commercial purposes, Users of the Site.

6. LICENSE GRANT AND CONTENT

6.1. Subject to these Terms, Markdown hereby grants you a nonexclusive, nontransferable right to: (a) access the Site; and (b) access the Service and the software which includes, but is not limited to files, images incorporated in or generated by the software, and data accompanying the software (collectively, the “Software”), made available through the Site. Unauthorized access to the Site, or to the telecommunications or computer facilities used to deliver the Site, is a breach of the Terms and is a violation of law.

6.2. If you download Software from the Site, the Software is licensed to you by Markdown pursuant to the above license grant and pursuant to other terms and conditions that accompany the Software, if any. Markdown does not transfer title to the Software to you. You may own the medium on which the Software is recorded, but Markdown or its licensors retains full and complete title to the Software and all intellectual property rights therein.

6.3. No trademarks, service marks and logos (collectively, “Marks”), may be copied, reproduced, republished, uploaded, posted, transmitted or distributed in any way without the prior written consent of Markdown or the applicable owner of such Marks.

6.4. Except as specifically permitted in these Terms, you may not, directly or indirectly: (i) transfer, sell, sublicense, rent or lease the Software; (ii) circumvent any encrypted data or gain access to more materials or data than was licensed or use the Site in any manner which violates this these Terms or any applicable law; (iii) reverse engineer, decompile, disassemble, translate or convert any Software or computer programs used to access the Site; and/or (iv) copy (except as provided herein), reproduce, disclose, distribute, display, perform, publish, adapt, create derivative works of, translate or otherwise modify the Software or permit any third party to engage in any of the acts proscribed in clauses (i) through (iv). Upon request, you must provide Markdown with evidence of compliance with this Section. Any special rules for the use of the Software, accessible on the Site may be included elsewhere within the Site and are incorporated into these Terms by reference.

6.5. The content of the Site is protected by copyright and other United States and foreign intellectual property and related laws, rules and regulations. Such content includes both material owned or controlled by Markdown and material owned or controlled by third parties and licensed to Markdown. Except for content you post to the Site, title to all content remains with Markdown or the third party owners of such content. Any use of the content not expressly permitted by these Terms is a breach of these Terms and may violate copyright, trademark and other laws. All rights not expressly granted herein are reserved by Markdown.

7. USER CONTENT

7.1. As a User, you may post or submit content to the Site (“User Content”). You understand that whether or not such User Content is published, Markdown does not guarantee any confidentiality with respect to any User Content.

7.2. You shall be solely responsible for your own User Content and the consequences of posting or publishing it. In connection with User Content, you affirm, represent and/or warrant that you own or have the necessary licenses, rights, consents and permissions to use and authorize Markdown to use all patent, trademark, trade secret, copyright or other proprietary rights in and to any and all of your User Content to enable use of the User Content in the manner contemplated by the Site and these Terms.

7.3. For clarity, you retain all of your ownership rights in your User Content. By submitting your User Content to the Site, you hereby grant Markdown a worldwide, perpetual, irrevocable, non-exclusive, royalty-free, sub-licenseable and transferable license to use, reproduce, distribute, prepare derivative works of, display, and perform the User Content in connection with the Site and Markdown’s business, including without limitation for promoting and redistributing part or all of the Site (and derivative works thereof) in any and all media formats and through any and all media channels. You also hereby grant each User of the Site a non-exclusive license to access your User Content through the Site and to use, reproduce, distribute, display and perform such User Content as permitted through the functionality of the Site and under these Terms. You understand and agree, however, that Markdown may retain, but not display, distribute or perform, server copies of User Content that have been removed or deleted.

7.4. You further agree that you will not submit material that is: (a) copyrighted, protected by trade secret or otherwise subject to third party proprietary rights, including without limitation privacy and publicity rights, unless you are the owner of such rights or have permission from their rightful owner(s) to post the material and to grant Markdown all of the license rights granted herein; and (b) in connection with User Content, contrary to applicable local, national, and international laws and regulations.

7.5. Markdown does not endorse any User Content or any opinion, recommendation or advice expressed therein, and Markdown expressly disclaims any and all liability in connection with User Content. Markdown does not permit copyright infringing activities and infringement of intellectual property rights on its Site. Markdown will remove all Content and User Content if properly notified that such Content or User Content infringes on another’s intellectual property rights. Markdown reserves the right to remove Content and User Content without prior notice and expressly reserves it rights under the Good Samaritan provisions of Communications Decency Act, Title 47, United States Code, Section 230(c).

7.6. Any opinions and recommendations expressed on the Site are those of the person expressing such views and not those of Markdown. Markdown is not responsible for and does not assume any liability for the comments and opinions expressed by Users. You agree to hold Markdown and its members, affiliates, employees free of responsibility for any potentially damaging User Content posted by you or other Users. You acknowledge that Markdown does not control the specific content of your messages and personal notes or the messages and personal notes by other Users. Users shall remain solely responsible for their User Content.

8. PUBLIC AND REGISTERED USER AREAS

8.1. The Site feature groups, discussions, user profiles, comment areas,

blogs and similar areas where Users can share information about themselves and their opinions, as well as post questions (“Public Areas”). Certain areas of the Site contain information intended only for Users who create user names or join or register to use the Site (“Registered Users”) and Markdown reserves the right to limit these areas to Registered Users.

8.2. If you use a Public Area or an area reserved for Registered Users (a “Registered User Area”), you agree that you are solely responsible for your own communications, the consequences of posting those communications and your reliance on communications found in the Public Areas or Registered User Areas. Markdown is not responsible for the consequences of communications in the Public Areas or Registered User Areas. Although Markdown may from time to time monitor the Content posted on the Site, Markdown is under no obligation to do so. Markdown attempts to create a safe and supportive environment for all individuals by taking measures to prevent offensive behavior but Markdown makes no guarantee with respect to your experience of the Site. Please notify Markdown at support@markdown.com immediately if you feel that a posted message or image is objectionable. If you feel threatened or believe someone else is in danger, please contact your local law enforcement agency immediately. If you are dissatisfied with communications posted to the Site, your sole recourse is to terminate your use of the Site.

8.3. Markdown reserves the right (but is not obligated) to, without limitation and in Markdown’s sole discretion: (a) record the communications in Public Areas and Registered User Areas; (b) investigate any allegation that a communication does not conform to these Terms and determine in its sole discretion to remove or request the removal of the communication; (c) remove communications which are abusive, illegal, or disruptive or that otherwise fail to conform with the guidelines above or otherwise with these Terms; (d) monitor, edit or disclose any communication in the Public Areas and/or Registered User Areas; (e) edit or delete any communication posted on the Site; and/or (f) disclose any communication posted on any portion of the Site as necessary to satisfy any law, regulation or governmental request, regardless of whether such communications violates these standards.

9. THIRD PARTY LINKS

9.1. These Terms apply only to the Site. The Site may provide links to other web sites and resources, the content and features of which may change over time. Because Markdown has no control over such third-party sites and resources, you acknowledge and agree that Markdown is not responsible for the availability of such websites or resources and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such web sites or resources.

9.2. Separate end user license agreements or terms of use that set forth additional conditions may apply to a service or product offered via the Site. Please also note that registration and certain other information about you are subject to the privacy policy posted at the web site on which you are providing your information. Please read that web site’s privacy policy for information on how your data will be handled.

9.3. YOU AGREE THAT YOUR USE OF THIRD PARTY WEB SITES AND RESOURCES, INCLUDING WITHOUT LIMITATION YOUR USE OF ANY CONTENT, INFORMATION, DATA, ADVERTISING, PRODUCTS OR OTHER MATERIALS ON OR AVAILABLE THROUGH SUCH WEB SITES AND RESOURCES, IS AT YOUR OWN RISK AND IS SUBJECT TO THE TERMS AND CONDITIONS APPLICABLE TO SUCH WEB SITES AND RESOURCES.

9.4. It is possible that other web sites and resources provide links to the Site (whether with or without Markdown’s authorization). Markdown has no control over web sites and resources that provide links to the Site and you acknowledge and agree that Markdown does not endorse such web sites and is not responsible for any links from those web sites or resources to the Site or for any content, advertising, products or other materials available on such other web sites. You further acknowledge and agree that Markdown is not responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or inability to use (i) web sites or resources to which Markdown provides links or that provide links to the Site, or (ii) any content, goods or services available on or through any such web sites or resources.

9.5. Markdown has the right, at any time and in its sole discretion, to block links to the Site through technological or other means, without prior notice.

10. Terms for Buyers

10.1. Offers often come with limitations. Buyers need to read the applicable terms of the relevant Offer. For example, Offers frequently are not available for use or redemption by individuals located outside the United States. Similarly, Offers for goods or services purchased at discount prices are often also subject to time limits or other restrictions which may require the Buyer to complete the transaction within a certain timeframe or in a certain manner in order to receive the benefit of the Offer. We will use reasonable efforts to make any limitations known to you when we post the Offer. You will not be able to redeem any Voucher in violation of the restrictions governing the Offer, and funds paid for such a Voucher will be non-refundable.

10.2. Markdown does not knowingly collect any information from persons under the age of 13. If we determine that any content has been uploaded to the Site by someone under the age of 13, it will be removed. If you are between the ages of 13 and 18, please ask your parent’s permission before using the Site and the Service. Some Offers may be subject to further age limitations.

10.3. Unless expressly stated otherwise in the Offer, (i) there is a limit of one Voucher per person per Offer and (ii) Vouchers are not redeemable in partial amounts. To the extent allowed by law, Vouchers may be gifted or sold. However, Users purchasing multiple Vouchers for the purpose of reselling may have their accounts frozen and may be banned from participating in future Offers. Each Voucher authentication number is only usable once. You are responsible for keeping your Voucher number secure. Neither the Merchant nor Markdown will be liable if your Voucher is lost or stolen.

10.4. Certain state or federal laws may limit the ability of a Merchant to set expiration dates or charge fees against a Voucher. To the extent that you are purchasing a Voucher in a jurisdiction which so limits the rights of the Merchant, the Voucher will be limited to the maximum extent permitted by applicable law, but no more. The value of each Voucher is the cash amount the Buyer actually paid for it. It is NOT the promotional value stated on the face of the Voucher (for example, but not by way of limitation, if the Buyer paid $50 for a Voucher which gives $100 value at the Merchant, the cash value that the Buyer paid is $50, not $100). While the expiration date on the Voucher dictates the last date that the Buyer can use the Voucher at the Merchant for the promotional value stated on the face of the Voucher, certain laws may provide that the Merchant is responsible for honoring the cash value paid by the Buyer beyond the expiration date stated on the Voucher. If applicable, these laws pertain to the Merchant, and it is the Merchant’s sole responsibility (and not the responsibility of Markdown) to meet the obligations imposed by law upon the Merchant. However, if the merchant is unwilling or unable to honor your voucher for the price you paid for it, please contact Markdown by clicking here and filling out the "contact us" form. Markdown will issue you a refund in the form of credit to Markdown.com, but only after you have tried to redeem the voucher at the Merchant. Amounts paid are non-refundable except to the extent which may be required by applicable law. Amounts paid are non-refundable except to the extent which may be required by applicable law.

10.5. Markdown is an intermediary and agent of the Merchant, and merely sells promotional Vouchers on behalf of the Merchant. If the Buyer has problems with the Voucher or the goods and services, we will use reasonable efforts to assist the Buyer in dealing with the Merchant. However, we cannot and will not guarantee any issuance of refunds or credits. Buyers will have to obtain those from the Merchant, if applicable.

10.6. Markdown will determine Buyer’s compliance with these Terms in its sole discretion. Markdown reserves the right to restrict, suspend, deny or terminate access to all or part of the Site or Service by any Buyer and to deny access to any Buyer in its sole discretion without notice or liability of any kind.

10.7. Unless expressly specified in the Offer, your purchase of a Voucher does not include sales tax which may be due on the services or goods you receive thereunder. Your Voucher also does not include any applicable gratuities — please remember that and tip accordingly.

10.8. Use of Vouchers for alcoholic beverages is at the sole discretion of the Merchant and is subject to compliance with applicable law. All purchases of Vouchers for Merchants who sell or serve alcoholic beverages may have statutory limitations on the amount of the Voucher value that can be redeemed for alcoholic beverages.

10.9. Vouchers cannot be combined with any other vouchers, third party certificates, coupons, or promotions, unless otherwise specified by Merchant.

10.10. For restaurant Merchants only: Vouchers are valid for dine-in only, unless otherwise stated.

10.11. Vouchers may be applied only to merchandise or services sold by Merchant, and may not be applied to shipping or handling charges, unless otherwise stated.

11. E-COMMERCE

12. YOU REPRESENT AND WARRANT THAT YOU HAVE THE LEGAL RIGHT TO USE ANY CREDIT CARD(S) OR OTHER PAYMENT MEANS USED BY YOU OR THROUGH YOUR USERNAME(S) TO PURCHASE ANY SUCH PRODUCT AND/OR SERVICE. You acknowledge that any such information will be treated by Markdown in accordance with Markdown’s Privacy Policy. You grant Markdown the right to provide such information to third parties in order to facilitate the completion of transactions initiated by you or on your behalf through the Site. Verification of information may be required prior to acceptance of any order through the Site. Descriptions or images of, or references to, products or services on the Site do not imply Markdown’s endorsement of such products or services. Markdown reserves the right, with or without prior notice, to: change descriptions or references to products or services; limit the available quantity of any product or service; honor, or refuse to honor, any coupon, coupon code, promotional code or other similar promotions; and/or refuse to provide any visitor to the Site with any product or service. Price and availability of any product or service offered through the Site is subject to change without notice. Refunds and exchanges shall be subject to these terms. You agree to pay all charges that may be incurred by you or on your behalf through the Services and/or the Site, at the price(s) in effect when such charges are incurred, including all shipping and handling charges. In addition, you remain responsible for any and all taxes that may be applicable to your purchase(s), and you agree that such taxes, if any, are not the responsibility of Markdown.

13. TERMINATION

13.1. If Markdown determines, in its sole discretion, that you have breached any portion of these Terms, or have otherwise demonstrated conduct inappropriate for the Site, Markdown reserves the right to: (a) delete any or all content provided by you or your agent(s) to the Site; (b) discontinue your registration with the Site; (c) discontinue your use of the Service; (d) notify and/or send content to and/or fully cooperate with the proper law enforcement authorities for further action; and/or (e) any other action which Markdown deems to be appropriate.

13.2. If your ability to access the Site and/or the Service is discontinued by Markdown due to your violation of any portion of these Terms or for conduct otherwise inappropriate for the Site, then you agree that you shall not attempt to re-register with or access the Site and/or the Service through use of a different username or otherwise, and you acknowledge that you will not be entitled to receive a refund for fees related to those digital products, products, courses events or content and services to which your access has been terminated. If you violate the immediately preceding sentence, Markdown reserves the right, in its sole discretion, to immediately take any or all of the actions set forth in clauses (a) – (e) of the immediately preceding Section without any notice or warning to you.

13.3. A Registered User may delete his/her registration information at any time by sending an email (including username and password) tosupport@markdown.com. Markdown may, in its sole discretion, terminate a Registered User if he/she has been inactive for a period of twelve (12) months. A Registered User will be defined as inactive if she/he has not logged into the Site with her/his user name and password.

14. SYSTEM OUTAGES

Markdown periodically schedules system downtime for maintenance and other purposes. Unplanned system outages also may occur. Markdown has no liability whatsoever for: (a) the resulting unavailability of the Site; (b) any loss of data or transactions caused by planned or unplanned system outages; (c) the resultant delay, misdelivery or nondelivery of information caused by such system outages; or (d) any third party acts or any other outages of web host providers, Internet service providers or the Internet facilities and networks.

15. DISCLAIMER YOU EXPRESSLY AGREE THAT USE OF THE SITE, INCLUDING BUT NOT LIMITED TO ALL SERVICES AND PRODUCTS PURCHASED THROUGH THE SERVICE, IS AT YOUR SOLE RISK. THE SITE IS PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, MARKDOWN DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. MARKDOWN DOES NOT WARRANT THAT THE SITE WILL MEET YOUR REQUIREMENTS, OR THAT THE SITE WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED OR THAT SITE OR THE SERVER THAT MAKES IT AVAILABLE ARE FREE OF VIRUSES OR ANY OTHER HARMFUL COMPONENTS. YOU (AND NOT MARKDOWN) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION OF ANY DEVICE THAT YOU USE TO ACCESS THE SITE. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION MAY NOT APPLY TO YOU.

16. LIMITATION OF LIABILITY

MARKDOWN IS A PROVIDER OF AN INTERACTIVE COMPUTER SERVICE WITHIN THE MEANING OF THE COMMUNICATIONS DECENCY ACT (TITLE 47, UNITED STATES CODE, SECTION 230) AND RESERVES ALL RIGHTS GRANTED UNDER SUCH LAW. MARKDOWN IS NOT LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, RESULTING FROM THE USE OR THE INABILITY TO USE THE SITE OR FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES OR RESULTING FROM ANY GOODS OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH THE SITE OR RESULTING FROM UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, USE, DATA OR OTHER INTANGIBLES EVEN IF Markdown HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

 

17. INDEMNIFICATION You agree to defend, indemnify and hold each of Markdown and its parent corporations, subsidiaries and affiliated entities and their respective members, shareholders, officers, directors, employees and agents, harmless from and against any and all third party claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to reasonable attorneys’ fees) due to or arising out of: (a) your use of and access to the Site and the Service; (b) your violation of any provision of these Terms; (c) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (d) any claim that any of your User Content caused damage to a third party.

18. TRADEMARKS

Markdown and Markdown’s logo and other product and service names of Markdown are trademarks of Markdown (the “Markdown Marks”). You agree not to display, reproduce or otherwise use in any manner the Markdown Marks without Markdown’s prior written permission.

19. CLAIMS OF COPYRIGHT INFRINGEMENT

The Digital Millennium Copyright Act of 1998 (the “DMCA”) provides recourse for copyright owners who believe that material appearing on the Internet infringes their rights under U.S. copyright law. If you are a copyright owner or an agent thereof and believe in good faith that materials hosted by Markdown infringe your copyright, you (or your agent) may send Markdown’s designated copyright agent a notice requesting that the material be removed or access to it blocked by providing Markdown’s Copyright Agent with the following information in writing (see 17 U.S.C 512(c)(3) for further detail):

  • A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  • Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at the Site are covered by a single notification, a representative list of such works at the Site;
  • Identification of the material that is claimed to be infringing or to be the subject of infringing activity, and that is to be removed or access to which is to be disabled and information reasonably sufficient to permit the Markdown to locate the material;
  • Information reasonably sufficient to permit a Markdown representative to contact you, such as a name, address, telephone number, and, if available, an e-mail address;
  • A statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
  • A statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

If you believe in good faith that a notice of copyright infringement has been wrongly filed against you, the DMCA permits you (or your agent) to send Markdown’s copyright agent a counter-notice with the following information in writing (see 17 U.S.C 512(g)(3) for further detail):

  • Your physical or electronic signature;
  • Identification of the material that has been removed or to which access has been disabled and the location at which the material appeared before it was removed or access to it was disabled;
  • A statement under penalty of perjury that you have a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled;
  • Your name, address, telephone number, and a statement that you consent to the jurisdiction of the Federal District Court for the judicial district in which your address is located or, if your address is outside of the USA, for any judicial district in which Markdown may be found, and that you will accept service of process from the person who provided notification of the alleged infringement or an agent of such person. If a counter-notice is received by our copyright agent, Markdown may send a copy of the counter-notice to the original complaining party informing that person that it may replace the removed content or cease disabling it in 10 business days. Unless the copyright owner files an action seeking a court order against the content provider or the User, the removed content may be replaced, or access to it restored, in 10 to 14 business days or more after receipt of the counter-notice, at Markdown’s sole discretion.

Notices and counter-notices with respect to this website should be sent to Markdown’s copyright agent:
Markdown
1270 Avenue of the Americas, 9th Floor, New York, New York 10020
Tel: 212-730-8660
Email: copyright@markdown.com

Markdown suggests that you consult your legal advisor before filing a notice or counter-notice. Also, be aware that there can be penalties for false claims under the DMCA. Markdown will terminate a Registered User and a Registered User’s access to the Site or the Services if, under appropriate circumstances, the Registered User is determined to be a repeat infringer.

For clarity, only DMCA notices and counter-notices should go to the Copyright Agent; any other feedback, comments, requests for technical support, and other communications should be directed to Markdown online customer service or you can reach Markdown by telephone at 212-730-8660. You acknowledge that if you fail to comply with all of the requirements of this Section, your DMCA notice may not be valid.

20. USERS FROM OUTSIDE THE UNITED STATES

By visiting the Site, submitting information or using the Service, you acknowledge that you accept the practices and policies outlined in these Terms and consent to having your data transferred to and processed in the United States. If you do not agree to these Terms, please do not use the Site. The Site is controlled and operated by Markdown from the United States. Markdown does not represent or warrant that the Site or the Service or any part thereof, is appropriate or available for use in any particular jurisdiction. Those who choose to access the Site do so on their own initiative and at their own risk, and are responsible for complying with all local laws, rules and regulations. You also are subject to United States export controls in connection with your use of the Site and/or services related thereto and are responsible for any violations of such controls, including, without limitation, any United States embargoes or other federal rules and regulations restricting exports. Markdown may limit the availability of the Site, in whole or in part, to any person, geographic area or jurisdiction that Markdown chooses, at any time and in Markdown’s sole discretion.

 21. MISCELLANEOUS

21.1. Notices: Any notice or other communication required or permitted to be made under these Terms may be delivered in person, by telecopier transmission, by United States certified or registered mail, by a nationally-recognized overnight courier or, as provided below, by electronic means. Except as otherwise provided herein, a notice shall be effective (a) upon receipt, if delivered in person; (b) upon receipt (confirmed by automatic answer back or like evidence of receipt), if sent by telecopier during normal business hours at the office of the recipient thereof and otherwise at the opening of business at such recipient’s office on the next business day; (c) three (3) days after deposit into the United States mail, if sent by certified or registered mail, return receipt requested; (d) at 11:00 a.m. on the next business day, if sent by overnight courier; and (e) as provided below, if sent by electronic means. In each case, such notice to any party shall be made to the address of such party indicated (i) in the case of the Markdown below, or (ii) in the case of the User, the address provided by the User upon registration. Either party may from time to time change its address for receiving notices in writing, or its electronic address, in the case of Markdown, by posting a change of address on the Site or, for either party, by sending a notice to the other party in writing or by electronic means promptly confirmed in writing. Any notice or other communication to be made hereunder, even if otherwise required to be in writing under other provisions of these Terms, may alternatively be made in an electronic record transmitted electronically to the electronic addresses set forth (1) in the case of Markdown, below, or (2) in the case of the User, the electronic address provided by the User upon registration. Any notice or other communication made in electronic form will have the same legal effect and enforceability as if made in non-electronic form. Markdown also may broadcast notices, messages or other matters of importance on the Site; such broadcasts shall constitute notice to all Users.

21.2. Governing Law: These Terms and the Mobile Terms are governed and interpreted in accordance with the laws of the State of New York and the United States of America, without giving effect to any choice of law or conflict of law provisions that would cause the application of any other state’s or nation’s laws.

21.3. Arbitration: THIS SECTION PROVIDES FOR RESOLUTION OF DISPUTES THROUGH FINAL AND BINDING ARBITRATION BEFORE A NEUTRAL ARBITRATOR INSTEAD OF IN A COURT BY A JUDGE OR JURY. All disputes arising under or relating to these Terms or the Mobile Terms or to your use (or inability to use) of the Site shall be settled by arbitration administered by the American Arbitration Association under its Commercial Arbitration Rules, as amended by the terms of these Terms. To the extent that the arbitrator deems reasonable, the arbitrator may conduct hearings, if any, by teleconference or videoconference, rather than by personal appearances. Any in-person appearances requested by the arbitrator shall be held in the County of New York in the State of New York. The arbitrator’s decision shall be based upon the substantive laws of the State of New York without regard to its principles of conflicts of law. Arbitration proceedings shall be conducted in English and shall be conducted in a manner that preserves confidentiality. The arbitrator’s decision shall follow the plain meaning of the relevant documents and shall be final and binding. The award rendered by the arbitrator(s) may be confirmed and enforced in any court having jurisdiction thereof. The foregoing shall not preclude Markdown from seeking any injunctive relief in U.S. state or federal courts for protection of its intellectual property rights (including the rights of its licensors), and you agree to exclusive jurisdiction by the federal and state courts located in New York County in the State of New York, and waive any jurisdictional, venue or inconvenient forum objections to such courts.

21.4. No Rights of Third Parties: These Terms do not create rights enforceable by third parties.

21.5. Other: These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between the parties hereto. These Terms will bind and inure to the benefit of each party’s successors and permitted assigns. You may not assign, transfer, or sublicense any of your rights or obligations under these Terms without Markdown’s prior express written consent. No waiver by either party of any breach or default hereunder will be deemed to be a waiver of any preceding or subsequent breach or default. If any part of these Terms is found by a court of competent jurisdiction to be invalid or unenforceable, it will be replaced with language reflecting the original purpose in a valid and enforceable manner, and the enforceable Sections of these Terms will remain binding upon the parties. Any heading, caption or Section title contained herein is inserted only as a matter of convenience, and in no way defines or explains any Section or provision hereof. These Terms, together with all policies referred to herein, constitute the entire agreement between you and Markdown with respect to your use of the Site and the Mobile Sites and supersedes all prior or contemporaneous communications and proposals between you and Markdown regarding such subject matter. Without limitation, you agree that a printed version of these Terms and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

22. CONTACTING Markdown

If you have any questions about Markdown generally, these Terms or the Site, please feel free to contact Markdown at:

  • Markdown, 1133 Avenue of the Americas, 34th Floor, New York, New York 10036
  • Email: support@markdown.com

23. NOTICE TO CALIFORNIA RESIDENTS

Under California Civil Code Section 1789.3, California residents are entitled to the following specific consumer rights information:

The provider of the website is Mercury Digital Labs LLC, 1133 Avenue of the Americas, 34th Floor, New York, New York 10036.

To file a complaint regarding the website or to receive further information regarding use of the Site, send a letter to the above address, contact Markdown via e-mail or telephone Markdown at 212-730-8660. You may also contact the Complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs in writing at 400 R Street, Suite 1080, Sacramento, California 95814, or by telephone at 916.445.1254 or 800.952.5210.