TERMS OF USE
Your (“you”, “your”, “Customer”, “Provider”, “User”) acceptance of these Terms of Use (“Terms of Use”, “Terms”) or participation on the website or application (collectively, “App”) belonging to or provided by MyBlok, LLC (“us”, “we”, “MyBlok”) constitutes your agreement with MyBlok to bound by these Terms regardless of your participation or acceptance as a guest or registered User.By accepting this Terms or using the App, you represent and warrant that you are: a) over the age of 18 and are of legal capacity to enter into agreements in the jurisdiction that you reside, b) have authority and capacity to enter into these Terms, and c) have authorized representative authority to enter these Terms if you are accessing the App on behalf of a legal entity, company, partnership, or organization. If you cannot attest and confirm that following, then you should cease using the App immediately and no longer access the App.
TERMS AND CONDITIONS
1. Modifications
We retain and reserve the right to modify or replace these Terms, at our sole discretion, without notice at any time. If and when required by law, we will notify of applicable changes to the Terms and provide you an opportunity to review before the changes take effect. If you continue to use the App following the changes taking effect, you will be deemed to have agreed with, and be bound by, the updated Terms.2. Other Websites
MyBlok does not maintain control and assumes no responsibility for any third party links that the App may contain. All third party links on the App are subject to their own content, privacy, and use policies. MyBlok expressly disclaims all responsibility for any liability or damage or loss, direct or indirect, incurred by you through third party links.3. Connections Through the App
Services scheduled through the App and provided to Customers by Providers are the “Services”. Services that require specific permitting, regulations, or licensing and are unable to be scheduled through the App are “Excluded Services”. MyBlok has the right to refuse or terminate any service at any time.All Providers are deemed to be unlicensed unless expressly stated in the App. Customers must make their own determinations on whether a Provider is qualified to perform the requested Service. Customers should reference state and local laws and ordinances to make such determinations of if the Services is one that only licensed professionals can perform.
SERVICES SCHEDULED THROUGH THE APP CONSTITUTE A DISTINCT AND SEPARATE AGREEMENT BETWEEN THE CUSTOMER AND PROVIDER. A USER’S DECISION TO ACCEPT OR OFFER SERVICES THROUGH THE APP IS MADE IN THE USER’S SOLE AND ABSOLUTE DISCRETION. ALL PROVIDERS ARE INDEPENDENT CONTRACTORS OF THE CUSTOMERS AND ARE NOT SUBCONTRACTORS, EMPLOYEES, OR INDEPENDENT CONTRACTORS OF MYBLOK. MYBLOK IS NOT RESPONSIBLE FOR ANY SERVICES PERFORMED BY PROVIDERS AND IS NOT A PARTY TO THE DISTINCT AND SEPARATE AGREEMENT CREATED BY A CUSTOMER’S ACCEPTANCE OF SERVICES FROM A PROVIDER. MYBLOK EXPRESSLY DISCLAIMS AND MAKES NO RESERVATIONS OR WARRANTIES ABOUT THE QUALITY, WORKMANSHIP, SCHEDULING, PERFORMANCE, OR ALL OTHER ASPECTS OF THE SERVICES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES FOR CONDITION OR GOOD AND WORKMANLIKE STANDARDS, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, OR COMPLIANCE WITH ANY APPLICABLE LAW, REGULATION, CODE OR ORDINANCE. MYBLOK IS NOT ENDORSED BY, AFFILIATED WITH, OR SPONSORED BY ANY PROVIDER UNLESS EXPRESSLY STATED ON THE APP.
4. App Access and Account Security
MyBlok reserves the right to modify, amend, or withdraw the App in its absolute sole discretion. Parts of the App may be offline or restricted for User access at any time for any reason in MyBlok’s discretion. The content of the App is never deemed to be complete or up-to-date. We are not under any obligation to maintain the App with current information, nor to delete outdated information. We are not liable for any damages incurred due to some or all inaccessibility to App at any time by a User.You are required to provide certain information upon registration with the App. It is your obligation to maintain your information and ensure that it is current and accurate. You agree and acknowledge that your account information is personal to you and, therefore, confidential in nature. You may use the App by using your Facebook or Google account credentials (“Third Party Credentials”). All information provided by you during App registration is governed by our Privacy Policy.
We reserve the right to disable any log in credentials provided by you or by us for any reason or no reason, including any suspected violation of these Terms, without being liable for any direct or indirect damages incurred by you.
5. App Utilization Information
Our Privacy Policy dictates the collection, handling, and storage of all information generated in or through the App. Your usage of the App is your consent to the terms of the Privacy Policy.6. Confidential Information
“Confidential Information” shall mean confidential and proprietary business information as those terms are understood at law and under the Texas Uniform Trade Secrets Act (TUTSA). Such Confidential Information shall include, for purposes of these Terms, any such information not generally known by the trade or public, even though such information has been disclosed to one or more third parties pursuant to licensing or distribution agreements or other agreements or collaborations entered into by either party. Confidential Information shall not include, for purposes of these Terms, any such information that (a) becomes generally known to the public through no act or omission of either party in breach of these Terms or through any other obligation of either party to the other; (b) was already in the recipient’s possession at the time of disclosure; (c) is rightfully received by the recipient from a person or entity legally in possession of such information; or (d) is proven by written evidence to have been independently developed by recipient prior to disclosure by the disclosing party without any reference to the Confidential Information. The parties are under a duty to protect any Confidential Information that is disclosed to them pursuant to these Terms. In the event that the disclosing party seeks an injunction hereunder, the receiving party hereby waives any requirement for the posting of a bond or any other security. In the event that a government authority legally requests a party to disclose or provide Confidential Information that is subject to the confidentiality provisions hereof, such party shall, to the extent permitted by law, notify the other party prior to disclosing or providing such Confidential Information.As a Provider, you may come into private or personal information regarding Customers. You agree that you will not use the knowledge of said information for any illegal, nefarious, or any other purpose other than those expressly allowed within these Terms. You agree to not disclose any Customer private or personal information for your or another’s benefit, including the use of telephone numbers, email addresses, home addresses, or financial information. You also agree to not take unauthorized photographs or audio or video recordings of Customers, Customers’ dwellings or belongings, or financial or sensitive information. You and agree and acknowledge that any violation of this Section constitutes a material breach of the Terms and may subject your User account to suspension or deactivation and civil or criminal prosecution.
7. Communications
You expressly consent to receive and accept emails, texts, calls, and notifications to your provided email and phone number through your acceptance of these Term and becoming a User as further described in MyBlok’s Privacy Policy. You additionally agree to maintain up-to-date contact information in the App for the purposes of MyBlok communications with you. If you desire to opt-out of receiving communications from us, you must deactivate your account.MyBlok may record telephone conversations and written communications (“Communications”) for the purposes of training and quality control. We may also store Communications for our legitimate business purposes including customer service, fraud prevention, and compliance with these Terms.
8. Provider Terms
- Provider agrees and acknowledges that it is your responsibility to maintain all required insurances and bonds for the Services they provide as applicable by federal, state, and local laws, codes, and regulations. It is Provider’s responsibility to ensure their compliance with said requirements. MyBlok is not responsible for Provider’s non-compliance or any damages, losses, or claims resulting thereof.
- All subcontractors, assistants, and helpers are solely under the direction and control of Provider and Provider shall be solely responsible for all actions, payments to, and expenses of their subcontractors, assistants, and helpers. Provider shall require all subcontractors, assistants, and helpers to register as a User of MyBlok and comply with these Terms.
- Provider is solely responsible for costs and expenses incurred due to equipment and non-Customer related materials. Providers are responsible for ensuring that they have the proper equipment and materials to perform the Services that they sign up for.
- Provider represent and warrant that i) you are solely responsible for any required licensure or certification necessitated by the Services they provide, ii) you will not sell your User account, iii) any and all liability stemming from the Services they provide remain with you and that MyBlok is not responsible for any damages, losses, or claims stemming from Provider’s services, iv) you will maintain compliance with all applicable laws, codes, and regulations to the Services you provide, v) you are solely responsible for all resulting taxes incurred from your providing of Services, vi) you will not attempt to defraud MyBlok or Users of the App, vii) you will only accept payment through the App and will not demand additional or alternative payment from the Customer during the time of the Service; and viii) you will maintain all proper and required background checks on any subcontractors, assistants, and helpers engaged by you.
- Providers shall pay to all reasonable costs of dispute resolution costs incurred by MyBlok for resolutions concerning Provider’s Services, including property damages and other claims. MyBlok reserve the right to suspend your account until such costs are paid following MyBlok’s demand.
- Provider shall not provide Services to a Customer outside of the App during the first twelve (12) months following the last date that Customer scheduled a Service with Provider through the App. Provider shall owe to MyBlok all Fees for Services rendered in violation of this Section in accordance with Sections 14 and 15 hereof.
9. Provider Background and Identity Check Process
Providers are responsible for conducting checks involving background and identity and ensuring that all applicable licenses, permits, and certifications are current and along with compliance of all applicable federal, state, and local laws, codes, regulations, and ordinances for the Services they perform. Providers hereby grant consent to MyBlok to conduct any background check as may be required by law as often as required to be compliant with applicable laws, including the Fair Credit Reporting Act. MyBlok may conduct criminal or financial background checks in its sole discretion. MYBLOK DOES NOT WAIVE ANY OF ITS DISCLAIMERS OR LIMITATIONS OF LIABILITY, INCLUDING WITHOUT LIMITATION, THOSE SET FORTH UNDER THIS SECTION, SECTION 20 (DISCLAIMER OF WARRANTIES), OR SECTION 21 (LIMITATION ON LIABILITY).10. User Content
Users may create profiles and submit or publish or transmit to other Users content, communications, photographs, images, or other materials (“User Content”) through the App. MyBlok’s Privacy Policy governs and controls the User Content. All User Content is non-confidential and non-proprietary. You grant MyBlok, its successors and assigns a license to use, reproduce, modify, display, and distribute your User Content. If it is found that your User Content violates these Terms or our Privacy Policy, the User Content in questions may be deleted and your account either suspended or deactivated. You represent and warrant that your User Content is a) your sole and exclusive property, b) that the posting of your User Content, or our reposting, distribution, display, or transmission of your User Content, does not or will not violate any patent, copyright, or trademark belonging to a third-party. You are fully and solely responsible for the legality of any User Content posted, uploaded, distributed, or shared by you. YOU AGREE THAT IF ANYONE BRINGS A CLAIM AGAINST MYBLOK RELATED TO USER CONTENT THAT YOU POST, THEN, TO THE EXTENT PERMITTED BY LAW, YOU AGREE TO INDEMNIFY AND HOLD MYBLOK HARMLESS FROM AND AGAINST ALL DAMAGES, LOSSES, AND EXPENSES OF ANY KIND (INCLUDING REASONABLE ATTORNEYS’ FEES) ARISING FROM ANY SUCH CLAIM.11. Moderation and Enforcement
MyBlok maintains the right, in its sole discretion, to remove any User Content for any reason or no reason. MyBlok has the sole right to work with law enforcement or court authorities that request or direct us to provide identification information of any User of for the turning over of any User Content. To the fullest extent allowed by law, MyBlok does not have any obligation or duty to edit or control User Content published to or through the App. You acknowledge and agree that your use of the App may expose you to information or images that may be offensive, indecent, or objectionable. You agree by your use of the App to release MyBlok and waive any and all legal or equitable right or remedy you have or may have against MyBlok concerning User Content.12. Prohibited Use
You may only use the App for lawful purposes. Therefore, you agree to not:- Access the App through another User’s account, whether with or without said User’s knowledge, or mispresent your identity, skills, certifications, or qualifications on the App;
- Introduce or upload malicious programs into or onto the App (e.g., viruses, worms, Trojan horses, e-mail bombs, etc.) or use any system that automatically crawls, scrapes, or reads the App. Public search engines may use crawlers or spiders for the sole purpose of copying materials for inclusion in publicly searchable idiocies of materials; however, caching or archiving of any material is strictly prohibited;
- Recreate or reverse engineer the App or any content contained herein;
- Spam Users through the App;
- Takeover, circumvent, interfere, or compromise any of the App’s infrastructure or security provisions that causes the App to crash, slow down, redirect, or prohibit User access;
- Circumvent any of these Terms for personal gain and in an attempt to no pay MyBlok as required under these Terms;
- Sell any personally identifiable information as defined in the California Consumer Privacy Act, including such belonging to Users;
- Advertise or solicit an Excluded Service on the App;
- Take any action that compromises User rating and review systems;
- Undertake any illegal or fraudulent activity through the App; and
- Attempt to directly or indirectly undertake any of the foregoing.
13. IP Rights, Limited Licenses Granted
Users are granted a personal, non-sublicensable, non-exclusive, non-transferable, limited license to use the App for personal use or for the use by an entity that you are authorized to act on behalf of subject to these Terms. Except as permitted under a separate written authorization from MyBlok, Users shall not use the Copyrighted Materials for any other purpose. “Copyrighted Materials” includes, but are not limited to, text, graphics, logos, icons, audio, downloads, data compilations and software, and any and all other content on the App other than User Content. Copyrighted Materials belong solely to MyBlok or its licensors and are protected by United States and international copyright laws.14. Fees for Service
Providers agree that the fees for Services (“Fees for Service”) performed shall be equal to the amount agreed to by the Provider and MyBlok prior to the Service being performed. MyBlok may not lower a Fee for Service without the express written permission of a Provider; however, MyBlok may increase a Fee for Services in its sole discretion.Customers shall be charged a Fee for Services rendered pursuant to the quote provided by the Provider in the App based on a) the requirements of the Services, or b) any additional Services provided at the same time.
15. Payments of Fees
App Users contract for Services directly with other Users. The App merely provides a platform for Users to meet other users and contract for Services between themselves and schedule and pay for Services. Users shall not circumvent the App to schedule or pay for Services outside of the App.As a condition of your using the App, Users agree to provide accurate payment information and keep said information updated as necessary. Customers must register a credit, debit, or prepaid card when registering for the App. Providers must register their preferred banking information (account and routing numbers) when registering as a Provider. You expressly authorize us to charge your registered payment card for the Services purchased and to deposit payment remittances to your registered bank account. In order to process payments between Users, you authorize us to share your banking and payment information with MyBlok’s payment processor.
Customer payments will equal a) the Fee for Service, b) an App fee, and c) all applicable taxes (federal, state, and local) and fees (“Total Fees”). You hereby authorize us to charge the Total Fees to your registered payment method. If the Services are cancelled at least seven days before the scheduled time of performance, we will refund or credit your account an amount equal to the Total Fees. If payment of the Total Fees fails to process, the Services will be not be performed; you are solely responsible for ensuring that your preferred payment method is up-to-date and that the Total Fees are received by MyBlok. We may seek authorization of your preferred payment method in our sole discretion. This authorization is not a charge; however, it may reduce the availability of funds in your account during the authorization process. If our authorization attempt exceeds your account’s available funds, you may be subject to an overdraft fee due to insufficient funds by your bank or card issuer. We are not responsible for any insufficient fund charges you may incur.
Providers are required to ensure that each and every Service is marked as completed in the App or to MyBlok support upon the completion of performance. MyBlok will pay Provider within five (5) days of the marking of a Service as being completed the Performance Fee (net of the Use Fee). The Use Fee is the fee owed to MyBlok for allowing you to offer your Services on the App. The Use Fee is determined a percentage of the Fee for Service and applied to each of your transactions on the App. We solely retain the right to adjust the Use Fee at any time. Continued use of the App following a change to the Use Fee constitutes your acceptance of the new Use Fee.
Providers may request from MyBlok a partial pre-payment of the Fee for Service for Services requiring a Provider to purchase materials that will ultimately transfer ownership to the Customer. The providing of a partial pre-payment of the Fee for Service is solely in MyBlok’s discretion. Any partial pre-payment of the Fee for Service must be used by the Provider to procure materials necessary for the Service for which is it requested. Providers are required to refund any partial pre-payment of Fees for Service if a Service is cancelled for any reason, including a Force Majeure event, within five (5) days of cancellation. Neither Customer nor MyBlok is responsible for any mistake by Provider for the purchasing of materials.
MyBlok shall not be held responsible for any damages that you may incur, directly or indirectly, from the release of any payment information. MyBlok uses commercially reasonable efforts to protect financial information, but we expressly disclaim any liability, and you release us from any liability, related to the release or compromise of your financial information held by us or provided to our payment processor.
16. Cancellations and Force Majeure
Customers may cancel a Service appointment without penalty up to seven days prior to the schedule Service time through the App. Any attempted cancellations within the seven day window will be denied and the Fee for Service will be charged. Services cancelled due to unsafe working conditions or Force Majeure Events (will result in a refund of the Fee for Service if an alternative date for the Service cannot be agreed to by the Customer and Provider.Providers may cancel Service appointments through the App; however, consistent and improper cancellations my lead to your User account being suspended or deactivated. SHOULD A PROVIDER CANCEL A SCHEDULED SERVICE FOR ANY REASON OTHER ADVERSE WEATHER CONDITIONS OR A FORCE MAJEURE EVENT WITH LESS THAN SEVEN DAYS NOTICE, OR TWO OR MORE SERVICE APPOINTMENTS WITHIN A THIRTY (30) DAY PERIOD, MAY HAVE THEIR USER ACCOUNT SUSPENDED OR DEACTIVATED.
A User will not be liable for any failure or delay in performing an obligation under these Terms that is due to any of the following causes (which events and/or circumstances are to as “Force Majeure Events”), to the extent beyond its reasonable control: acts of God, accident, riots, war, terrorist act, epidemic, pandemic, quarantine, civil commotion, breakdown of communication facilities, breakdown of web host, breakdown of internet service provider, natural catastrophes, governmental acts or omissions, changes in laws or regulations, national strikes, fire, explosion, generalized lack of availability of raw materials or energy; provided that the parties stipulate that Force Majeure Event shall not include the novel coronavirus Covid-19 pandemic which is ongoing as of the date of the acceptance of these Terms. For the avoidance of doubt, Force Majeure Events shall not include (a) financial distress nor the inability of a User to make a profit or avoid a financial loss, (b) changes in the market prices or conditions, or (c) a User’s financial inability to perform its obligations hereunder.
17. Release
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MYBLOK WILL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, COMPENSATORY, CONSEQUENTIAL OR EXEMPLARY DAMAGES (EVEN IF MYBLOK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES) (COLLECTIVELY, “DAMAGES”), RESULTING FROM: (A) THE USE OR INABILITY TO USE THE SERVICE; (B) THE COST OF ANY GOODS AND/OR SERVICES PURCHASED OR OBTAINED AS A RESULT OF THE USE OF THE SERVICE; (C) DISCLOSURE OF, UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR INFORMATION OR CONTENT; (D) CONTENT YOU SUBMIT, RECEIVE, ACCESS, TRANSMIT OR OTHERWISE CONVEY THROUGH THE SERVICE; (E) STATEMENTS OR CONDUCT OF ANY SERVICE PROVIDERS OR OTHER THIRD PARTY THROUGH THE SERVICE; (F) ANY OTHER MATTER RELATING TO THE SERVICE; (G) ANY BREACH OF THESE TERMS BY MYBLOK OR THE FAILURE OF MYBLOK TO PROVIDE THE SERVICE UNDER THESE TERMS OR (H) ANY OTHER DEALINGS OR INTERACTIONS YOU HAVE WITH ANY SERVICE PROVIDERS (OR ANY OF THEIR REPRESENTATIVES OR AGENTS). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW. In some jurisdictions, limitations of liability are not permitted. In such jurisdictions, some of the foregoing limitations may not apply to You.18. Digital Millennium Copyright Act (“DMCA”)
MyBlok respects the intellectual property rights of others. Per the DMCA, MyBlok will respond expeditiously to claims of copyright infringement on the App if submitted to MyBlok's Copyright Agent as described below. Upon receipt of a notice alleging copyright infringement, MyBlok will take whatever action it deems appropriate within its absolute and sole discretion, including removal of the allegedly infringing materials and termination of access for repeat infringers of copyright protected content.If you believe that your intellectual property rights have been violated by MyBlok or by a third-party who has uploaded materials to our website, please provide the following information to the designated Copyright Agent; a) description of the copyrighted work or other intellectual property that you claim has been infringed; b) description of where the material that you claim is infringing is located on the App; c) n address, telephone number, and email address where we can contact you and, if different, an email address where the alleged infringing party, if not MyBlok, can contact you; d) a statement that you have a good-faith belief that the use is not authorized by the copyright owner or other intellectual property rights owner, by its agent, or by law; e) a statement by you under penalty of perjury that the information in your notice is accurate and that you are the copyright or intellectual property owner or are authorized to act on the owner's behalf; f) your electronic or physical signature.
MyBlok may request additional information before removing any allegedly infringing material. In the event MyBlok removes the allegedly infringing materials, MyBlok will immediately notify the person responsible for posting such materials that MyBlok removed or disabled access to the materials. MyBlok may also provide the responsible person with your email address so that the person may respond to your allegations.
Pursuant to 17 U.S.C. 512(c). MyBlok’s designated Copyright Agent can be reached by emailing support@myblok.com, Attn: MyBlok Copyright Agent
19. Dispute Resolution
Any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof, including the determination of the scope or applicability of this agreement to arbitrate, shall be determined by arbitration in Houston, Texas before one arbitrator. The arbitration shall be administered by JAMS pursuant to its Comprehensive Arbitration Rules and Procedures pursuant to JAMS' Streamlined Arbitration Rules and Procedures. Judgment on the Award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction.In any arbitration arising out of or related to these Terms, the arbitrator shall award to the prevailing party, if any, the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.
If the arbitrator determines a party to be the prevailing party under circumstances where the prevailing party won on some but not all of the claims and counterclaims, the arbitrator may award the prevailing party an appropriate percentage of the costs and attorneys' fees reasonably incurred by the prevailing party in connection with the arbitration.
WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS. YOU AND MYBLOK AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS. CLASS ACTION LAWSUITS, CLASS-WIDE ARBITRATIONS, PRIVATE ATTORNEY-GENERAL ACTIONS, AND ANY OTHER PROCEEDING WHERE SOMEONE ACTS IN A REPRESENTATIVE CAPACITY ARE NOT ALLOWED. ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING.
Opt-out. You may elect to opt-out (exclude yourself) from the final, binding, individual arbitration procedure and waiver of class and representative proceedings specified in this Agreement by sending a written letter CMRRR to MyBlok within thirty (30) days of your acceptance of the Terms of Use.
Prior to arbitration, the parties shall conduct settlement negotiations in the following manner:
- The parties shall attempt in good faith to resolve any dispute arising out of or relating to this Agreement promptly by negotiation between executives who have authority to settle the controversy and who are at a higher level of management than the persons with direct responsibility for administration of these Terms. Any party may give the other party written notice of any dispute not resolved in the normal course of business. Within fifteen (15) days after delivery of the notice, the receiving party shall submit to the other a written response. The notice and response shall include with reasonable particularity (i) a statement of each party's position and a summary of arguments supporting that position, and (ii) the name and title of the executive who will represent that party and of any other person who will accompany the executive. Within thirty (30) days after delivery of the notice, the executives of both parties shall meet at a mutually acceptable time and place.
- Unless otherwise agreed in writing by the negotiating parties, the above-described negotiation shall end at the close of the first meeting of executives described above (“First Meeting”). Such closure shall not preclude continuing or later negotiations, if desired.
- All offers, promises, conduct and statements, whether oral or written, made in the course of the negotiation by any of the parties, their agents, employees, experts and attorneys are confidential, privileged and inadmissible for any purpose, including impeachment, in arbitration or other proceeding involving the parties, provided that evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the negotiation.
- At no time prior to the First Meeting shall either side initiate an arbitration or litigation related to these Terms except to pursue a provisional remedy that is authorized by law or by JAMS Rules or by agreement of the parties. However, this limitation is inapplicable to a party if the other party refuses to comply with the requirements of Paragraph (a) above.
- All applicable statutes of limitation and defenses based upon the passage of time shall be tolled while the procedures specified in Paragraphs (a) and (b) above are pending and for fifteen (15) calendar days thereafter. The parties will take such action, if any, required to effectuate such tolling.
20. Disclaimer of Warranties
EXCEPT AS SET FORTH IN THESE TERMS, MYBLOK DISCLAIMS AND DOES NOT MAKE ANY EXPRESS OR IMPLIED REPRESENTATIONS OR WARRANTIES WITH RESPECT TO THE SERVICES. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MYBLOK DISCLAIMS ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.THERE ARE NO REPRESENTATIONS OR WARRANTIES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, IN ADVERTISING MATERIALS, BROCHURES, OR OTHER DESCRIPTIVE LITERATURE) BY MYBLOK OR ANY OTHER PERSON, EXPRESS OR IMPLIED, AS TO THE CONDITION OR PERFORMANCE OF ANY PRODUCTS, THEIR MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE, OR OTHERWISE. MYBLOK ASSUMES NO RESPONSIBILITY OR LIABILITY WHATSOEVER FOR PROVIDER'S PRODUCT SPECIFICATIONS OR THE PERFORMANCE OR ADEQUACY OF ANY DESIGN OR SPECIFICATION PROVIDED TO MYBLOK BY OR ON BEHALF OF CUSTOMER.
THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
21. Limitation of Liability
MYBLOK SHALL NOT HAVE ANY LIABILITY TO USERS: (A) ANY INDIRECT, SPECIAL, PUNITIVE, INCIDENTAL, OR CONSEQUENTIAL LOSS OR DAMAGE OF ANY KIND WHATSOEVER; OR (B) ANY LOSS OF PROFITS, LOSS OF REVENUE, ANTICIPATED SAVINGS, LOSS OF BUSINESS OR LOSS OF DATA, ARISING DIRECTLY OR INDIRECTLY FROM THESE TERMS WHETHER SUCH DAMAGES WERE REASONABLY FORESEEABLE OR ACTUALLY FORESEEN. USERS ACKNOWLEDGE AND AGREE THAT IN NO EVENT SHALL MYBLOK BE LIABLE FOR DAMAGES OF ANY NATURE EXCEEDING THE TOTAL CHARGES PAID OR DUE FOR THE SERVICES DURING THESE TERMS.THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. THIS SECTION SHALL SURVIVE THE EXPIRATION OR TERMINATION OF THIS AGREEMENT.
22. Indemnification
In the event suit is brought against MyBlok for infringements, violations, or misappropriations of a valid third party claim or any violation by you of these Terms, by you, your affiliates, employees, assigns or contractors, you hereby agree to indemnify to the fullest extent of the law MyBlok, its officers, directors, general partner, limited partners and/or employees, including reimbursement for its reasonable attorney's fees; provided that User is notified promptly in writing of such suit. MyBlok reserves the right to retain counsel of its choice.23. Governing Law; Jurisdiction
These Terms are governed and interpreted pursuant to the laws of the State of Texas, United States of America, notwithstanding any principles of conflict of law. For all disputes, not subject to arbitration under Section 19 hereof, you agree to submit to the personal jurisdiction and venue of the courts located within Harris County, Texas, and waive any and all objections to the exercise of jurisdiction over you by such courts and to venue in such courts.24. Assignment
MyBlok retains the right to assign these Terms and its rights or obligations under it, in whole or in part, to any present or future affiliate or to any entity, which acquired from MyBlok the App. You may not assign your rights or obligations under these Terms without the express written consent of MyBlok. Any assignment without the express written consent of the MyBlok will be void.25. Waiver and Severability
The failure of MyBlok to assert any of its rights under these Terms in the event of breach or default by you will not be deemed to constitute a waiver by MyBlok of its right thereafter to enforce each and every provision of these Terms in accordance with their terms.In case any provision in these Terms shall be determined to be invalid, illegal or unenforceable by a court of competent jurisdiction, the validity, legality and enforceability of the remaining provisions of these Terms shall not in any way be affected or impaired thereby.
