Terms of Use Agreement

Effective Date: The Terms of Service Agreement is dated as of February 21, 2020 as may be amended from time to time (the "Agreement").

Welcome to Makisu.co, the website and online service of Makisu.co LLC ("Makisu," "we," "us," or “the Company”). This page explains the terms by which you may use our online and/or mobile services, websites, APIs, email notifications, software, and online Accounts (as defined in 1(C) below) provided on or in connection with the service (collectively the “Services”). Your access to and use of any services relating to Makisu, including any content, functionality and services offered on or via makisu.co (the "Website") signifies that you have read, understood, and have agreed to be bound by this Agreement and to the collection and use of your information as set forth in the Makisu Privacy Policy. Users of our Services must also agree to our Referral Program Rules. Makisu reserves the right to make unilateral modifications to these terms and will provide notice of these changes as described below. This Agreement applies to all visitors, users, and others who access the Services ("Users", or “you”).

Please read this agreement carefully to ensure that you fully understand each provision before you start using Makisu Services. Upon signing up, you will be automatically held to agree to this Agreement. Should you disagree with some of the provisions herein, you should immediately cease the use of the Website. In addition to this, you are liable to comply with the operating rules/policies applicable to the plans/services offered by Makisu, as stated in any section of this website.

1. Use of Our Services

Makisu provides a platform that enables users of Makisu’s Services to organize the fulfillment of different kinds of requests by third party providers of various services (each a “Third Party Provider”). Makisu reserves the right to modify, change, update, add, or discontinue any service or plan at its discretion. Any changes will be effective upon its announcement on the Website.

A. Eligibility. This is a contract between you and Makisu. You must read and agree to this Agreement before using the Services. If you do not agree, you may not use the Services. You may use the Services only if you conform in compliance with this Agreement and all applicable local, state, national, and international laws, rules and regulations.

You must be at least 13 years of age (or the age of legal majority in your jurisdiction if different than 18) to be eligible to use the Services. Any use or access to the Services by anyone under 13 is strictly prohibited and will violate this Agreement. Some requests may not be made via the Service by users under 18 or 21 years of age. In certain instances, Makisu may require you to provide proof of identity to create your account, or to access or use the Services, and you acknowledge and agree that you may be denied access or use of the Services if you refuse to provide such proof. The Services are not available to any Users previously removed from the Services by Makisu.

B. Services. Subject to the terms and conditions of this Agreement, you are hereby granted a non-exclusive, limited, non-transferable, freely revocable license to use the Services for your personal, noncommercial use only and as permitted by the features of the Services. Makisu reserves all rights not expressly granted herein in the Services and the Makisu Content (as defined below). Makisu may terminate this license at any time for any reason or no reason.

C. Makisu Accounts. Use of any Makisu accounts gives you access to the services and functionality that we may establish and maintain from time to time and in our sole discretion. We may maintain different types of accounts for different types of Users. If you open a Makisu account on behalf of a company, organization, or other entity, the following is presumed: (a) "you" includes you and that entity (b) you represent and warrant that you are an authorized representative of the entity with the authority to bind the entity to this Agreement (c) you agree to this Agreement on the entity's behalf.

By using Makisu accounts, you give us permission to access and use your information from services that you provide as permitted by that service, and to store your log-in credentials for that service.

You may never use another User's account without permission and never share your password. When creating your account, you must provide accurate and complete information, and you must keep this information up to date. Your failure to maintain accurate, complete, and up-to-date account information may result in your inability to access and use the Services or our termination of this Agreement.

You are solely responsible for the activity that occurs on your account, and you must keep your account secure. You must notify Makisu immediately of any breach of security or unauthorized use of your account. Makisu will not be liable for any losses caused by any unauthorized use of your account.

By providing Makisu your email address you consent to us using the email address to send you Services-related notices, including any notices required by law. We may also use your email address to send you other messages, such as changes to features of the Services and special offers. If you do not want to receive such email messages, you may opt out by emailing us at contact@makisu.co. Opting out may prevent you from receiving email messages regarding updates, improvements, or offers.

D. Services Rules. You agree not to engage in any of the following prohibited activities: (i) copying, distributing, or disclosing any part of the Services in any medium, including without limitation by any automated or non-automated "scraping"; (ii) Broadcasting through the service any pornographic, obscene, illegal, offensive, harassing, racist, defamatory, libelous threatening, hateful or any other objectionable materials (iii) transmitting spam, chain letters, or other unsolicited email, SMS, or other messages; (iv) attempting to interfere with, compromise the system integrity or security or decipher any transmissions to or from the servers running the Services; (v) Violating rules, laws and regulations governing transmission/export of technical data from your home country; (vi) uploading invalid data, viruses, worms, or other software agents through the Services; (vii) collecting or harvesting any personally identifiable information, including account names, from the Services; (viii) using the Services for any commercial solicitation purposes; (ix) impersonating another person or otherwise misrepresenting your affiliation with a person or entity, conducting fraud, hiding or attempting to hide your identity; (x) interfering with the proper working of the Services; (xi) accessing any content on the Services through any technology or means other than those provided or authorized by the Services; or (xii) bypassing the measures we may use to prevent or restrict access to the Services, including without limitation features that prevent or restrict use or copying of any content or enforce limitations on use of the Services or the content therein; (xiii) users are allowed to use open-source software on the Website as long as it is a cited license allowing users to do so.

We may, without prior notice, change the Services; stop providing the Services or features of the Services, to you or to Users generally; or create usage limits for the Services. We may permanently or temporarily terminate or suspend your access to the Services without notice and liability for any reason, including if in our sole determination you violate any provision of this Agreement, or for no reason. Upon termination for any reason or no reason, you continue to be bound by this Agreement.

You are solely responsible for your interactions with other Users. We reserve the right, but have no obligation, to monitor disputes between you and other Users. Makisu shall have no liability for your interactions with other Users, or for any User's action or inaction.

2. Our Proprietary Rights

The Services and all materials therein or transferred thereby, including, without limitation, software, images, text, graphics, illustrations, logos, patents, trademarks, service marks, copyrights, photographs, audio, videos, and music (the "Makisu Content"), and all Intellectual Property Rights related thereto, are the exclusive property of Makisu and its licensors. You agree not to sell, license, rent, modify, distribute, copy, reproduce, transmit, publicly display, publicly perform, publish, adapt, edit or create derivative works from any Makisu Content, with exception. Use of the Makisu Content for any purpose not expressly permitted by this Agreement is strictly prohibited, with exception.

With regards to the exceptions stated above, the exceptions also include open-source software made freely available by Makisu (the “Makisu Open-Source Software”). Makisu Open-Source Software may be used with respect to the open-source license that the Makisu Open-Source Software publicly provides.

You may choose to or we may invite you to submit comments or ideas about the Services, including without limitation about how to improve the Services or our products ("Ideas"). By submitting any Idea, you agree that your disclosure is gratuitous, unsolicited and without restriction and will not place Makisu under any fiduciary or other obligation, and that we are free to use the Idea without any additional compensation to you, disclose the Idea on a non-confidential basis or otherwise to anyone. You further acknowledge that, by acceptance of your submission, Makisu does not waive any rights to use similar or related ideas previously known to Makisu, or developed by its employees, or obtained from sources other than you.

3. Payments, Subscriptions, and Work Credit Referrals

A. Payment Information; Taxes. All information that you provide in connection with a purchase or transaction or other monetary transaction interaction with the Services must be accurate, complete, and current. You agree to pay all charges incurred by users of your credit card, debit card, or other payment method used in connection with a purchase or transaction or other monetary transaction interaction with the Services at the prices in effect when such charges are incurred. You will pay any applicable taxes, if any, relating to any such purchases, transactions or other monetary transaction interactions.

B. No Refunds. You may cancel your Makisu account or any requests at any time; however, you are not entitled to any refund for cancellation. Makisu provides refunds for purchases only in Makisu's sole discretion. In the event that Makisu suspends or terminates your account or this Agreement, you understand and agree that you shall receive no refund or exchange for any Makisu Property, any content or data associated with your account, or for anything else, except if, in Makisu's sole discretion, Makisu provides you a refund or exchange.

C. Billing Policies. Certain aspects of the Services may be provided for a fee or other charge. Makisu may add new services for additional fees and charges, add or amend fees and charges for existing services, at any time in its sole discretion. Any change to our pricing or payment terms shall become effective in the billing cycle following notice of such change to you as provided in this Agreement.

D. Work Credit Referrals. Work Credit earned by a user from the referral program is non-transferable. You cannot sell or give away Work Credit from your account to another user account. Your Work Credit has no expiry and will automatically be used upon the users next assigned task.

4. Free Trial and Discount Offers

Makisu advertises free trials and discount offers on this website. The company reserves the right to charge you if you continue the use of service beyond the free trial period. The company also reserves the right to cancel the free trial at any given time without notice.

5. Privacy

We care about the privacy of our Users. You understand that by using the Services you consent to the collection, use and disclosure of your personally identifiable information and aggregate data as set forth in our Privacy Policy, and to have your personally identifiable information collected, used, transferred to and processed in the United States.

6. Security

Makisu cares about the integrity and security of your personal information. However, we cannot guarantee that unauthorized third parties will never be able to defeat our security measures or use your personal information for improper purposes. You acknowledge that you provide your personal information at your own risk.

7. Third-Party Links and Information

The Services may contain links to third-party materials that are not owned or controlled by Makisu. Makisu does not endorse or assume any responsibility for any such third-party sites, information, materials, products, or services. If you access a third-party website or service from the Services, you do so at your own risk, and you understand that this Agreement and Makisu's Privacy Policy do not apply to your use of such sites. You expressly relieve Makisu from any and all liability arising from your use of any third-party website, service, or content. Additionally, your dealings with or participation in promotions of advertisers found on the Services, including payment and delivery of goods, and any other terms (such as warranties) are solely between you and such advertisers. You agree that Makisu shall not be responsible for any loss or damage of any sort relating to your dealings with such advertisers.

8. Indemnity

You agree to defend, indemnify and hold harmless Makisu and its subsidiaries, agents, licensors, managers, and other affiliated companies, and their employees, contractors, agents, officers and directors, from and against any and all claims, damages, obligations, losses, liabilities, costs or debt, and expenses (including but not limited to attorney's fees) arising from: (i) your use of and access to the Services, including any data or content transmitted or received by you; (ii) your violation of any term of this Agreement, including without limitation your breach of any of the representations and warranties above; (iii) your violation of any third-party right, including without limitation any right of privacy, Intellectual Property Rights, and any rights of Third Party Providers; (iv) your violation of any applicable law, rule or regulation; (v) any content that is submitted via your account including without limitation misleading, false, or inaccurate information; (vi) your willful misconduct; or (vii) any other party's access and use of the Services with your unique username, password or other appropriate security code.

9. Disclaimer of Warranties

The website is provided by Makisu "as is" and on an "as available" basis. To the fullest extent permitted by applicable law, Makisu makes no representations or warranties of any kind, express or implied, regarding the use or the results of this website in terms of its correctness, accuracy, reliability, or otherwise. Makisu shall have no liability for any interruptions in the use of this website. Makisu disclaims all waarranties with regard to the information provided, including the implied warranties of merchantability and fitness for a particular purpose, and non-infringement.

10. Limitation of Liability

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MAKISU, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS OR LICENSORS BE LIABLE FOR ANY INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, ARISING OUT OF OR RELATING TO THE USE OF, OR INABILITY TO USE, THIS SERVICE. UNDER NO CIRCUMSTANCES WILL MAKISU BE RESPONSIBLE FOR ANY DAMAGE, LOSS OR INJURY RESULTING FROM HACKING, TAMPERING OR OTHER UNAUTHORIZED ACCESS OR USE OF THE SERVICE OR YOUR ACCOUNT OR THE INFORMATION CONTAINED THEREIN. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MAKISU ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF REQUESTS OR CONTENT; (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO OR USE OF OUR SERVICE; (III) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION STORED THEREIN; (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICE; (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE THAT MAY BE TRANSMITTED TO OR THROUGH OUR SERVICE BY ANY THIRD PARTY; (VI) ANY ERRORS OR OMISSIONS IN ANY REQUESTS OR CONTENT OR FOR ANY LOSS OR DAMAGE INCURRED AS A RESULT OF THE USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE THROUGH THE SERVICE; (VII) THE DEFAMATORY, OFFENSIVE, OR ILLEGAL CONDUCT OF ANY THIRD PARTY; AND/OR (VIII) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY THIRD PARTY PROVIDER. IN NO EVENT SHALL MAKISU, ITS AFFILIATES, AGENTS, DIRECTORS, EMPLOYEES, SUPPLIERS, OR LICENSORS BE LIABLE TO YOU FOR ANY CLAIMS, PROCEEDINGS, LIABILITIES, OBLIGATIONS, DAMAGES, LOSSES OR COSTS IN AN AMOUNT EXCEEDING THE AMOUNT YOU PAID TO MAKISU HEREUNDER OR $100.00, WHICHEVER IS GREATER. THIS LIMITATION OF LIABILITY SECTION APPLIES WHETHER THE ALLEGED LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, OR ANY OTHER BASIS, EVEN IF MAKISU HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU. THIS AGREEMENT GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE. THE DISCLAIMERS, EXCLUSIONS, AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.

The Services are controlled and operated from facilities in the United States. Makisu makes no representations that the Services are appropriate or available for use in other locations. Those who access or use the Services from other jurisdictions do so at their own volition and are entirely responsible for compliance with all applicable United States and local laws and regulations, including but not limited to export and import regulations. You may not use the Services if you are a resident of a country embargoed by the United States, or are a foreign person or entity blocked or denied by the United States government. Unless otherwise explicitly stated, all materials found on the Services are solely directed to individuals, companies, or other entities located in the United States.

11. Governing Law, Arbitration, and Class Action/Jury Trial Waiver

A. Governing Law. You agree that: (i) the Services shall be deemed solely based in California; and (ii) the Services shall be deemed a passive one that does not give rise to personal jurisdiction over us, either specific or general, in jurisdictions other than California. This Agreement shall be governed by the internal substantive laws of the State of California, without respect to its conflict of laws principles. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. Notwithstanding the preceding sentences with respect to the substantive law, any arbitration conducted pursuant to the terms of this Agreement shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16). The application of the United Nations Convention on Contracts for the International Sale of Goods is expressly excluded. You agree to submit to the personal jurisdiction of the federal and state courts located in Contra Costa County, California for any actions for which we retain the right to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a our copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, as set forth in the Arbitration provision below, including any provisional relief required to prevent irreparable harm. You agree that Contra Costa County, California is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision below is found to be unenforceable.

B. Arbitration. READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES THE PARTIES TO ARBITRATE THEIR DISPUTES AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM MAKISU. For any dispute with Makisu, you agree to first contact us at contact@makisu.co and attempt to resolve the dispute with us informally. In the unlikely event that Makisu has not been able to resolve a dispute it has with you after sixty (60) days, we each agree to resolve any claim, dispute, or controversy (excluding any claims for injunctive or other equitable relief as provided below) arising out of or in connection with or relating to this Agreement, or the breach or alleged breach thereof (collectively, "Claims"), by binding arbitration by JAMS, under the Optional Expedited Arbitration Procedures then in effect for JAMS, except as provided herein. JAMS may be contacted at www.jamsadr.com. The arbitration will be conducted in Contra Costa County, California, unless you and Makisu agree otherwise. If you are using the Services for commercial purposes, each party will be responsible for paying any JAMS filing, administrative and arbitrator fees in accordance with JAMS rules, and the award rendered by the arbitrator shall include costs of arbitration, reasonable attorneys' fees and reasonable costs for expert and other witnesses. If you are an individual using the Services for non-commercial purposes: (i) JAMS may require you to pay a fee for the initiation of your case, unless you apply for and successfully obtain a fee waiver from JAMS; (ii) the award rendered by the arbitrator may include your costs of arbitration, your reasonable attorney's fees, and your reasonable costs for expert and other witnesses; and (iii) you may sue in a small claims court of competent jurisdiction without first engaging in arbitration, but this does not absolve you of your commitment to engage in the informal dispute resolution process. Any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction. Nothing in this Section shall be deemed as preventing Makisu from seeking injunctive or other equitable relief from the courts as necessary to prevent the actual or threatened infringement, misappropriation, or violation of our data security, Intellectual Property Rights or other proprietary rights.

C. Class Action/Jury Trial Waiver. WITH RESPECT TO ALL PERSONS AND ENTITIES, REGARDLESS OF WHETHER THEY HAVE OBTAINED OR USED THE SERVICE FOR PERSONAL, COMMERCIAL OR OTHER PURPOSES, ALL CLAIMS MUST BE BROUGHT IN THE PARTIES' INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION OR OTHER REPRESENTATIVE PROCEEDING. THIS WAIVER APPLIES TO CLASS ARBITRATION, AND, UNLESS WE AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE MORE THAN ONE PERSON'S CLAIMS. YOU AGREE THAT, BY ENTERING INTO THIS AGREEMENT, YOU AND MAKISU ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION, COLLECTIVE ACTION, PRIVATE ATTORNEY GENERAL ACTION, OR OTHER REPRESENTATIVE PROCEEDING OF ANY KIND.

12. General

A. Assignment. This Agreement, and any rights and licenses granted hereunder, may not be transferred or assigned by you, but may be assigned by Makisu without restriction. Any attempted transfer or assignment in violation hereof shall be null and void.

B. Notification Procedures and Changes to the Agreement. Makisu may provide notifications, whether such notifications are required by law or are for marketing or other business related purposes, to you via email notice, written or hard copy notice, or through posting of such notice on our website, as determined by Makisu in our sole discretion. Makisu reserves the right to determine the form and means of providing notifications to our Users, provided that you may opt out of certain means of notification as described in this Agreement. Makisu is not responsible for any automatic filtering you or your network provider may apply to email notifications we send to the email address you provide us. Makisu may, in its sole discretion, modify or update this Agreement from time to time, and so you should review this page periodically. When we change the Agreement in a material manner, we will update the ‘last modified' date at the bottom of this page. Your continued use of the Services after any such change constitutes your acceptance of the new Terms of Use. If you do not agree to any of these terms or any future Terms of Use, do not use or access (or continue to access) the Services.

C. Entire Agreement/Severability. This Agreement, together with any amendments and any additional agreements you may enter into with Makisu in connection with the Services, shall constitute the entire agreement between you and Makisu concerning the Services. If any provision of this Agreement is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of this Agreement, which shall remain in full force and effect, except that in the event of unenforceability of the universal Class Action/Jury Trial Waiver, the entire arbitration agreement shall be unenforceable.

D. No Waiver. No waiver of any term of this Agreement shall be deemed a further or continuing waiver of such term or any other term, and Makisu's failure to assert any right or provision under this Agreement shall not constitute a waiver of such right or provision.

E. Contact. Please contact us at contact@makisu.co with any questions regarding this Agreement.