MAKALLA TERMS OF SERVICE


1. ACCEPTANCE OF TERMS

Welcome to Makalla. By using The Makalla Website you agree to be bound by these “Terms of Service.”

2. DEFINITIONS

In these Terms of Service: “The Makalla Website” or “the Website” means the websites associated with the domain name makalla.com. “The Services” means all the services offered in conjunction with the Website, except the services offered through third-party services.

3. DESCRIPTION OF SERVICES

Makalla provides a wide range of Services including, but not limited to, html-coded email signatures, review and referral-generation services, paid subscription services, and other graphic design services as needed. Any new features added to the Services will also be subject to these Terms of Service, as they may be occasionally modified. Please review these Terms of Service from time to time so that you will be aware of any changes.

Although we will attempt to notify our users of significant changes to the Services or Terms of Service, we may modify the Services or Terms of Service for any reason, and without notice. We may also terminate the Services with or without notice, and without liability to you, any other user, or any third-party.

4. YOUR OBLIGATIONS

As a user of the Services, you agree to not use the Services to:

  1. post, transmit or otherwise make available any material that is unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, or racially, ethnically or otherwise objectionable;
  2. harm minors in any way;
  3. impersonate any person or entity, including, but not limited to, an official of Makalla, or falsely state or otherwise misrepresent your affiliation with a person or entity;
  4. disguise the origin of any material posted on or transmitted by Makalla;
  5. post, transmit or otherwise make available any material that you do not have a right to make available or that infringes any patent, trademark, trade secret, copyright or other proprietary rights of any party;
  6. post, transmit or otherwise make available any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
  7. post, transmit or otherwise make available any material that contains software viruses or any other computer code, files or programs designed to interrupt, destroy or limit the functionality of any computer software or hardware or telecommunications equipment;
  8. “stalk” or otherwise harass another;
  9. collect or store personal data about other users.

ANY USER WHO VIOLATES THESE TERMS OF SERVICE MAY BE PERMANENTLY BANNED FROM THE USE OF THE MAKALLA WEBSITE AND SERVICES.

5. PRIVACY POLICY

Registration Data (as defined below) and any other information we collect about you is subject to our Privacy Policy.

6. MEMBER ACCOUNT, PASSWORD AND SECURITY

If you subscribe to the review and referral-generation services on the Website, you may receive a password and account designation upon completing the registration process. You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to: (a) provide true, accurate, current and complete information about yourself as prompted by the registration form (your “Registration Data”); (b) maintain and promptly update the Registration Data to keep it true, accurate, current and complete; (c) immediately notify Makalla of any unauthorized use of your password or account or any other breach of security; and (d) ensure that you exit from your account at the end of each session. If you provide any information that is untrue, inaccurate, not current or incomplete, or Makalla has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Makalla has the right to suspend or terminate your account and refuse your use of the Services until your information is accurately updated. Your Registration Data will be kept confidential as provided in our Privacy Policy.

7. PAID SUBSCRIPTION SERVICES – AUTO RENEWAL POLICY

All paid subscription services will automatically renew (“auto-renew”) to preserve continuity of the Services. The renewal price will be the regular price in effect on the date your subscription services began unless we notify you of a price change. Makalla reserves the right to modify pricing at any time upon advance notice. If you have not cancelled your subscription within the specified time after receiving notice of a price change, your subscription will auto-renew at the price indicated in the notice.

8. PAID SUBSCRIPTION SERVICES – CANCELLATION

If you would like to cancel your subscription and not be charged for renewal, you must cancel before your renewal date, or your subscription will auto-renew as described in the Auto Renewal Policy section above. To cancel your subscription, please contact us.

9. PAID SUBSCRIPTION SERVICES – PAYMENT

If you sign up for any paid subscription services, you agree to pay in full the prices for any Services by credit/debit card concurrent with your online order or by other payment means acceptable to Makalla. You agree to pay all applicable local sales tax, use tax, or other applicable government taxes. If payment is not received by us from your credit or debit card issuer or its agents, you agree to pay all amounts due immediately upon demand by us with a certified check or money order. If payment is not received by us, Makalla reserves the right to terminate your account and/or any and all Services Makalla is providing to you.

10. SERVICES AND INFORMATION PROVIDED “AS IS”

You understand and agree that the Services are provided “As Is” and that Makalla assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communication, information, or configuration.

You understand that you, and not Makalla, are entirely responsible for all material that you post, transmit or otherwise make available through the Services. Makalla does not review or control the material that others post, transmit or otherwise make available through the Services, and accordingly Makalla does not guarantee the accuracy, integrity or quality of such material.

You acknowledge that although Makalla does not review material posted on, transmitted or otherwise made available through the Services by others, Makalla and its designees shall have the right (but not the obligation) in their sole discretion to refuse or remove any material that is available through the Services, at any time and for any reason.

11. USE OF THE SERVICES IN OTHER STATES AND COUNTRIES

You agree to comply with all local rules regarding advertised products, services, events & promotions, required disclosures and any other email/online content.

12. MAKALLA INTELLECTUAL PROPERTY

Makalla (or its service/content partner) is the owner of all Website content – graphics, text and other elements-including all copyrights and other intellectual property rights embodied therein. Makalla content and other materials may not be reproduced, distributed, displayed, reprinted or re-transmitted in whole or in part without the express written consent of Makalla.

Makalla and the Makalla Logo are trademarks of Makalla and may not be used without the express written permission of Makalla.

13. AFFILIATION WITH THIRD-PARTIES

Makalla makes it easy for businesses to generate online reviews and personal referrals via custom, professional email signatures and review/referral-request email templates that guide people through a simple review and referral process. In order to provide these Services, Makalla links to a variety of third-party review websites (e.g. Google, Facebook etc.). Makalla is in no way affiliated with or endorsed by any of these third-party websites, nor is Makalla in a joint venture relationship or partnership with any of these third-party websites. Such third-party websites are not associated in any way with the Makalla Website or Services. To the extent Makalla uses any trade names or trademarks associated with such third-party websites, it does so solely to identify those companies and their services as the intended destination upon a user action (i.e. click). Makalla makes no claim as to ownership of such third-party trade names or trademarks.

14. THIRD-PARTY INTELLECTUAL PROPERTY

Makalla respects the intellectual property rights of others. We will respond promptly to remove material that infringes another person’s copyright or other intellectual property right.

Pursuant to the Digital Millennium Copyright Act (17 U.S.C. § 512(c)(2)), please contact us with any notices of claimed infringement:
NOTICES OF CLAIMED INFRINGEMENT
A notification of claimed infringement must be a written communication that includes substantially the following:

(i) A physical or electronic signature of a person authorized to act on behalf of the owner of the copyright that is allegedly infringed.

(ii) Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site.

(iii) 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 us to locate the material.

(iv) Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.

(v) A statement that the complaining party has 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.

(vi) A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

Upon receipt of a proper notification of infringement, Makalla will act promptly to remove or disable the allegedly infringing material.
COUNTER NOTIFICATIONS
If you believe that your User Content has been removed or disabled in error, you may send a written counter notification that includes substantially the following:

(A) Your physical or electronic signature.

(B) 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.

(C) 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 mis-identification of the material to be removed or disabled.

(D) Your name, address, and telephone number, and a statement that you consent to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if your address is outside of the United States, for any judicial district in which Makalla may be found, and that you will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

14. INDEMNITY

You agree to indemnify and hold harmless Makalla, and its subsidiaries, affiliates, officers, agents, and employees, from any claim or demand by any third-party arising out of material you post, transmit or otherwise make available through the Services (including advertised products, services, events and promotions), your use of the Services or any advertised product, service, event or promotion, your connection to the Website, your violation of these Terms of Service, or your violation of any rights of another person or entity.

15. USE AND STORAGE OF USER MATERIAL

Makalla may establish general practices and limits concerning use of the Services, including limits on: the maximum disk space that will be allotted on Makalla servers on your behalf; the maximum number of times you may access the Services in a given period of time; and the maximum duration of each access. You acknowledge that Makalla reserves the right to terminate accounts and cancel paid subscription services on accounts that are inactive for an extended period. You further acknowledge that Makalla reserves the right to change these general practices and limits at any time, in its sole discretion, with or without notice.

16. TERMINATION

You agree that Makalla, in its sole discretion, may terminate your password, account, or use of the Services, and remove and discard any material available on or stored by Makalla, for any reason, including, but not limited to, lack of use or actions inconsistent with the Terms of Service. Makalla may also, in its sole discretion and at any time and for any reason, discontinue providing the Services, or any part thereof, with or without notice. You agree that upon termination Makalla may immediately deactivate or delete your account and all related information and files in your account and/or bar any further access to such files or the Services. Further, you agree that Makalla shall not be liable to you or any third-party for any termination of your access to the Services.

17. DISCLAIMER OF WARRANTIES.

YOU EXPRESSLY UNDERSTAND AND AGREE THAT:

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MAKALLA EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT.

MAKALLA MAKES NO WARRANTY THAT (i) THE SERVICES WILL MEET YOUR REQUIREMENTS, (ii) THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (iii) THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES WILL BE ACCURATE OR RELIABLE, (iv) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE WILL MEET YOUR EXPECTATIONS, AND (v) ANY ERRORS IN THE SOFTWARE WILL BE CORRECTED.

ANY MATERIAL DOWNLOADED OR OTHERWISE OBTAINED THROUGH THE USE OF THE SERVICES IS USED AT YOUR OWN DISCRETION AND RISK AND THAT YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM THE DOWNLOAD OF ANY SUCH MATERIAL.

NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM MAKALLA OR THROUGH OR FROM THE SERVICES SHALL CREATE ANY WARRANTY NOT EXPRESSLY STATED IN THE TERMS OF SERVICE.

18. LIMITATION OF LIABILITY

YOU EXPRESSLY UNDERSTAND AND AGREE THAT MAKALLA SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MAKALLA SERVICES); (ii) THE COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES RESULTING FROM ANY GOODS, DATA, INFORMATION OR SERVICES PURCHASED OR OBTAINED OR MESSAGES RECEIVED OR TRANSACTIONS ENTERED INTO THROUGH OR FROM THE SERVICES; (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (iv) STATEMENTS OR CONDUCT OF ANY THIRD-PARTY ON THE SERVICES; OR (v) ANY OTHER MATTER RELATING TO THE SERVICES.

19. EXCLUSIONS AND LIMITATIONS

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES. ACCORDINGLY, SOME OF THE ABOVE LIMITATIONS OF SECTIONS 17 AND 18 MAY NOT APPLY TO YOU.

20. GENERAL CONTRACT PROVISIONS

The Terms of Service constitute the entire agreement between you and Makalla and govern your use of the Services, superseding any prior agreements between you and Makalla. The Terms of Service and the relationship between you and Makalla shall be governed by the laws of the State of Wisconsin. The failure of Makalla to exercise or enforce any right or provision of the Terms of Service shall not constitute a waiver of such right or provision or any other right or provision. If any provision of the Terms of Service is held by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in that provision, and that the other provisions of the Terms of Service remain in effect. You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Services or the Terms of Service must be filed within one year after such claim or cause of action arose or be forever barred.