MinMax® ENTERPRISE TERMS OF SERVICE

Updated: August, 2020

MinMax provides video technology and creative services to create videos and templates (the “Services”).

The following are the terms and conditions for the use of the Services by a MinMax business customer (“you” or “Customer”), along with any operating rules or policies that may be published from time to time by MinMax through its online customer service announcements.

These Enterprise Terms of Service (the “Terms”) expressly incorporate the provisions contained within the following included attachments:

Where provisions expressly only apply to a certain Service, then they are relevant to our Agreement if you use such Service.

Once you accept these Terms, therefore, you can freely change or expand the specific Services you use, without need to modify this Agreement.

General Definitions

  1. Terms, Services & Fees.

    Initial Term

    This Subscription Period shall become effective on the date of payment for the Subscription Period (the “Effective Date”) and shall continue until all subscriptions hereunder have expired (the “Termination Date”) or have been terminated in accordance with the terms set forth herein. Customer shall elect whether the term will consist of monthly, biannual, or annual periods (the “Subscription Period”).

    Renewal Term

    Upon expiration of the Initial Term, the Subscription Period shall automatically renew for successive Subscription Periods on each anniversary of the Effective Date, unless sooner terminated as provided in the Creative Services and Use Agreement, or unless either party gives written notice of termination to the other party at least thirty (30) days prior to the end of the Initial Term or any Renewal Term.

    Services

    The Services are provided subject to these Terms and the operating guidelines and policies that MinMax provides on its site www.minmax.co (the “Site”). MinMax will provide prior email Notice of any material changes. Your continued use of the Services constitutes acceptance of any such changes.

    You may order Services as follows:

    • Video creation services– You may request access to the MinMax application and video creation engine through agreeing to these Enterprise Terms of Service and an applicable Creative, Service and Use Agreement. You also have the option to access MinMax’s video creation engine in the form of a “white label.”
    • MinMax API– An API hosted by MinMax to integrate the video creation engine into your platform and the platforms of your clients and customers.

    Subscription Fee

    Customer shall pay MinMax the subscription fee (the “Subscription Fee”) in the amount and for the duration that Customer has entered and agreed to pursuant to the Creative Services and Use Agreement..

    The Subscription Fee for the first Subscription Period (either monthly, biannually, or annually, as applicable) of the term of the Creative Services and Use Agreement and shall be paid on the Effective Date. The Subscription Fee for all subsequent Subscription Periods of the term of the Creative Services and Use Agreement shall be paid to MinMax on the first day of each subsequent Subscription Period.

    Customer shall provide a valid credit card, ACH payment system information, bank account information authorized for automatic bill paying, or another acceptable method of payment to MinMax and shall take all necessary steps to authorize automatic payment of the Subscription Fee. By agreeing to the Creative Services and Use Agreement, Customer hereby authorizes MinMax to automatically charge said method of payment for all Subscription Periods during the term of the Creative Services and Use Agreement. If, for any reason, automatic payment shall be denied, then Customer shall pay the applicable Subscription Fee, together with a $30.00 late fee, to MinMax within five (5) days of notice from MinMax..

    In case of exceeding the number of assets outlined in the Creative Services and Use Agreement, the subscription and the price will be automatically updated. In the case of annual subscriptions, the proportional part of the year will be charged. The owner-user will receive an email prior to applying the changes.

    Any additional payment terms between MinMax and Customer shall be agreed to in writing and set forth in an invoice, billing agreement, or other written document.

  2. Account Set-up.

    After you agree to these Terms, you will be contacted by MinMax’s Onboarding Team to set up your Customer Account and to assist you with the specific Service(s) you want to use. If you want to manage your use of Services with an addendum to the Creative, Services and Use Agreement, MinMax will support that, but any terms included in an addendum to the Creative, Services and Use Agreement that are inconsistent with or additive to this Agreement shall have no affect upon our Agreement.

    You must set up an Account through a third party login in order to use any Services and provide accurate and complete account information and updates as needed. MinMax reserves the right to deny registration of an account.

    Customer represents that as of the Effective Date, as specified in the Creative, Services and Use Agreement neither it nor any of its End Users, is: (a) identified on any sanctions or export control list maintained by the U.S. government, including, but not limited to, the Specially Designated Nationals (“SDN”) List maintained by the Department of the Treasury or OFAC; nor (b) located, organized or ordinarily resident in a country or territory that is subject to sanctions or embargoes of any kind by the United States of America. Customer shall not engage in any other activity or transaction pursuant to this Agreement that would be in violation of any U.S. export or economic sanctions law or regulation. These laws, sanctions and regulations change from time to time, and MinMax will periodically require Customers to provide updated information as a condition of our ability to continue to provide you Services.

    Customer is responsible for maintaining the security of any information in Customer’s possession regarding the Customer account, including passwords and files, and for any use of Customer’s Account. See Section 8, “Privacy and Data Security”, for details concerning MinMax’s cards security practices and obligations regarding Customer’s account and Customer Data.

  3. Partner Platform Requirements and Service Level Agreement.

    Additional terms and conditions that apply to the MinMax API are stated in the MinMax API License Agreement.

  4. Third Party Sites and Information

    Our Site may include links to other sites on the Internet, or be accessed from other sites on the Internet, that are owned and operated by other third parties, and which may contain references to information, software, materials, products, and/or services provided by the third party. Your use of those third-party sites is undertaken at your own risk, and is subject to the terms of use and privacy policies of each site. We do not endorse nor assume any liability for the third party websites, services, or products.

  5. Intellectual Property.

    MinMax's Intellectual Property Rights.

    MinMax is the owner and retains all proprietary rights to the Site, the services provided by the Site, and all associated copyrights, trademarks, brands, service marks, patents or other proprietary rights under law. Copying, distributing, modifying, or creating derivative works of MinMax’s Services without MinMax's written permission is strictly prohibited.

    MinMax's trademarks and/or service marks may not be used in connection with any product or service that is not provided by MinMax, in any manner that is likely to cause confusion among customers or users of the site, tarnishes or dilutes the marks, or disparages or discredits MinMax.

    MinMax’s Services include a user interface that allows you to upload user content into the preselected template. You are granted a limited right to use those services only in conjunction with the Site and in accordance with these Terms of Service. Your inputs are then handed off to MinMax’s proprietary video creation engine, which automatically creates the MinMax Video. Users do not have direct access to the video creation engine and therefore receive no license to use it. MinMax’s Services (including its user interface and video creation engine) are MinMax’s intellectual property.

    Others' Intellectual Property Rights.

    MinMax deeply respects the third party intellectual property rights that may be implicated in creating a MinMax Video. These intellectual property rights, and your responsibilities with respect to these rights, are outlined below.

    In creating a MinMax Video using MinMax's proprietary software, you will be able to use your own Image Content such as photos, text, or video segments. The Image Content has associated intellectual property rights as described further herein. You retain any and all rights you hold with respect to Image Content.

    Image Content may be protected by copyright, even if not marked with the © symbol. If you are not the creator of Image Content, then you must get permission from the creator of the Image Content or the copyright holder to use the Image Content in a MinMax Video. For example, professionally-taken photographs should not be used in a MinMax Video unless you have received permission from the photographer to do so. As another example, professionally-produced video clips, such as clips of TV shows or movies, should not be used in a MinMax Video unless you have received a license to do so from the owner of the copyright.

    Furthermore, if you want to publish Image Content of someone other than yourself, you must get permission from the individuals portrayed in the Image Content before using the content in a MinMax Video. Do not upload any Image Content that is confidential or proprietary. We assume no liability with respect to the disclosure or use of confidential or proprietary information uploaded to our Site.

    MinMax may license certain Image Content in the form of photos and/or video clips from third parties (“Licensed Images”) and make that content available to its users for use in making MinMax Videos. Ownership of all intellectual property rights in Licensed Images remains with the third party licensor, and you are granted a limited right to use such Licensed Images subject to these terms. Your use of Licensed Images is subject to the following restrictions:

    • You may only use and modify Licensed Images in connection with making a MinMax Video via the Services, and may only copy, distribute, or display the Licensed Images as incorporated within the MinMax Video, and only in digital form.
    • You receive no right to use the Licensed Images except in connection with the Services, and no right to copy, distribute, or display Licensed Images separately from the MinMax Video.
    • If a Licensed Image featuring an individual(s) is used in connection with a sensitive, unflattering or controversial subject, you agree that you must include a statement that the image is used for illustrative purposes only and the individual is a model.
    • You are not permitted to activate the “right click” function in Licensed Images, remove any metadata in Licensed Images, or reverse engineer, decompile or disassemble the Services to enable the download or use of Licensed Images on a stand alone basis.

    • Licensed Images may not be used:

      • on a stand-alone basis with no other content;
      • for pornographic, defamatory or other unlawful purposes;
      • in electronic templates used to create electronic or printed products;
      • for the purpose of enabling file-sharing of the image file; or
      • in logos, trademarks, services marks or any other branding or identifiers, separate from the MinMax Videos created through the Services, provided you acknowledge you shall receive no trademark protection for the Licensed Images themselves.

    You may want to search for Image Content through the Creative Commons.

    You warrant that all Image Content uploaded by you, either from your own computer or another site/server, is either created and owned by you, or you have the necessary licenses, rights and permissions to use the Images as you intend to use them and as contemplated by the Site and grant MinMax the rights described herein.

    Please be aware that if you are a Commercial User, your use of Image Content may also be considered a use for commercial purposes pursuant to copyright laws. Even if you believe you have certain rights to use third-party Content in an MinMax Video, you should ensure that you have the appropriate rights to use such Content for commercial purposes and within the Scope of Use. We cannot, and do not intend to, provide you legal advice or assistance regarding acquisition of appropriate intellectual property rights. If you are unsure as to whether you have the appropriate rights to use the Content within your Scope of Use, you should consult an attorney.

    You hereby grant to MinMax a royalty-free, perpetual license to use, copy, create, modify, display and host your MinMax Video and Image Content solely to the extent necessary for MinMax to provide the Services.

    All trademarks and/or service marks displayed on the Site are the exclusive property of their respective owners, and may not be used without the owner's permission.

    Open Source Licenses.

    The MinMax mobile app uses open source software that is distributed to you in executable form if you download the MinMax application. A list of the open source software, and link to the applicable open source terms, which are contained within the MinMax mobile app can be found at

    http://static.minmax.co/iphone/license.html

    You understand and acknowledge that each open source license is a separate agreement between You and the copyright holder of such open source software, and MinMax is not a party to any such open source license. Your use of the MinMax application must comply with terms of the applicable open source licenses.

    Notice of Copyright or Intellectual Property Infringement.

    Please notify us if you believe any of your intellectual property rights have been infringed by a user of the Site. Pursuant to Section 512 of the Copyright Revision Act, as enacted through the Digital Millennium Copyright Act ("DMCA"), MinMax designates the following individual as its agent for receipt of notifications of claimed infringement:

    By Mail:
    MinMax Inc. c/o Anthony Jacobellis Attn: DMCA Claims
    7680 Hidden Cove Road Bainbridge Island, WA, 98110

    By E-mail: anthony@minmax.co. This email is for infringement notifications only! Please email anthony@minmax.co for customer service inquiries.

    To be effective the notification should include: (a) a physical or electronic signature of the person authorized to act on behalf of the owner of the right being infringed; (b) 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 the site; (c) identification of the material that is claimed to be infringing or to be the subject of infringing activity, and Information sufficient to permit us to locate the material; (d) information sufficient to allow us to contact the complaining party; (e) 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 or intellectual property owner, agent, or the law; and (f) 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 the right being infringed. If you fail to comply with all of these requirements, your DMCA notification may not be valid.

    You acknowledge and agree that upon receipt and notice of a claim of infringement, we may immediately remove the identified materials from our site without liability, and the claims of the complaining party and party that originally posted the materials will be referred to the United States Copyright Office for adjudication as provided in the Digital Millennium Copyright Act.

    If you believe that your video has been removed in error, you may submit a counter-notification in compliance with DMCA. To be effective, the counter-notification must include: (a) your physical or electronic signature, (b) identification of your material that has been disabled, and the location of the material before it was removed, (c) a statement under penalty of perjury that you have a good faith belief that your material was disabled as a result of mistake or mis-identification of the material, and (d) your name, address, and telephone number, and a statement that says you consent to the jurisdiction of Federal District Court for the judicial district in which your address is located (if in the United States), or if your address is outside of the United States, for any judicial district in which the MinMax may be found, and that you agree to accept service of process from the complaining party, or an agent of such person.

    MinMax is solely responsible for the investigation, defense, settlement, and discharge of any intellectual property infringement claim relating to the Services or an MinMax Video.

    Repeat Infringers

    Your account will be terminated if, at MinMax's sole discretion, you are determined to be a repeat infringer. Repeat infringers are users who have been the subject of more than one valid takedown request that has not been successfully rebutted.

  6. Storage and Distribution

    Storage of Commercial Users’ Materials

    If you are a Commercial User, MinMax will only host your MinMax Videos during the time period as specified by the applicable Creative, Services and Use Agreement ("Term") and you understand and agree that in the event your status as Commercial User is terminated or interrupted for any reason, including but not limited to the expiration of the Term and/or your failure to renew a new Term, that your hosted MinMax Videos will be disabled and will not be viewable on any site, nor will they be able to be sent via email links to anyone. However, if during the Term you have downloaded a MinMax Video, then you may continue to use the MinMax Video within the Scope of Use. Note, however, that you are responsible for ensuring your use is in compliance with applicable laws, rules and regulations, and MinMax is not responsible for payments to third parties arising from such use, such as payments to Performance Rights Organizations.

    Distribution of MinMax Videos by Commercial Users

    Commercial Users may, during the Term, distribute or otherwise make available MinMax Videos to third parties if such third parties agree to use the MinMax Videos for personal use only, and subject to MinMax's Distribution Terms set forth below. Your account may be terminated without prior notice or reimbursement if you distribute MinMax Videos in violation of this agreement.

    Distribution Terms – Commercial Users

    In distributing MinMax Videos to third parties, Commercial Users must obtain the third party's agreement to the below Distribution Terms (a)-(g). If Commercial User does not obtain the third party’s agreement to the below terms, Commercial User agrees to indemnify and defend MinMax for any and all claims or causes of action arising from the third party’s use of MinMax Videos. Commercial User assumes all responsibility for compliance with the terms of this Agreement by third party recipients of MinMax Videos.

    1. The MinMax Video provided with these terms is licensed, and not sold. Therefore, you do not own the MinMax Video, and must comply with these terms in using the MinMax Video.
    2. You are granted the limited rights to use, copy, perform and display the MinMax Video. You may not distribute the MinMax Video to others. You are not granted the rights to use, copy, perform or display the MinMax Video for broadcast television, radio, or theatrical media.
    3. You will not use MinMax Videos for any illegal or immoral purposes, including without limitation for unauthorized or illegal advertising or promotional materials, such as junk mail, spam, chain letters, or pyramid schemes.
    4. You may not modify the MinMax Video in any way.
    5. THE MINMAX VIDEO IS PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR THE WARRANTY OF NON-INFRINGEMENT.
    6. IN NO EVENT SHALL MINMAX INC. BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SITE OR OF ANY WEB SITE REFERENCED OR LINKED TO FROM THE SITE.
    7. You agree to indemnify and hold MinMax Inc. and any of its parents, subsidiaries, affiliates, officers and employees, harmless from any liabilities, claims, expenses or demands, including reasonable attorneys' fees and costs, made by any third party due to or arising out of your use or misuse of the MinMax Video, your failure to comply with applicable laws, or your failure to comply with these terms.

  7. Confidentiality.

    If Customer and MinMax mutually executed a separate, written Non-Disclosure Agreement (“NDA”) prior to Customer’s acceptance of these Terms, such prior NDA shall remain in full force and effect and be binding upon both MinMax and Customer.

    Otherwise, the following shall apply to each party’s Confidential Information: Confidential Information means any information or material that is of value to a disclosing party and is not generally known to third parties, or that a disclosing party treats as proprietary whether or not owned by that party. Confidential Information shall not include information that: (1) is known by the receiving party at the time of receipt and not subject to any other nondisclosure agreement; (2) is or becomes generally known to the public through no fault of the receiving party; (3) is otherwise lawfully and independently developed by the receiving party without reference to Confidential Information; or (4) is lawfully acquired by the receiving party without any obligation of confidentiality.

    The receiving party shall not use or disclose (except as permitted in connection with the use or provision of Services) any Confidential Information. If the receiving party breaches this provision, the disclosing party will be entitled to seek equitable relief. The receiving party agrees to protect Confidential Information with no less diligence than it protects its own confidential or proprietary information. If disclosure of Confidential Information is required under provisions of any law or court order, the receiving party will limit any such disclosure to the minimum necessary to comply with such law or order and will notify the disclosing party sufficiently in advance so the disclosing party will have a reasonable opportunity to object.

    MinMax will not use any personally-identifiable End User information provided by Customer, except to the extent necessary to perform and provide the Services to Customer, which may include administrative contact with End User in connection with customer service and support. MinMax will not share, transfer, sell or market personally-identifiable End User or Customer information with or to any third party.

  8. Privacy and Data Security.

    MinMax places great importance on maintaining the security of Customer and recipient privacy and data. MinMax has developed a comprehensive Information Security Program that is applied uniformly to all customers and across all of its business units and platforms. The terms of MinMax’s Privacy and Data Security Addendum are incorporated by reference into this Agreement and are set forth here: Privacy and Data Security Addendum.

  9. Disclaimer of Warranties.

    Customer represents and warrants that Customer will use the Services only for lawful purposes and only in compliance with these Terms and all applicable laws

    MinMax represents and warrants that: (i) it will comply with the laws, rules and regulations that apply in connection with the provision of its Services; (ii) it shall perform the Services in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and shall devote adequate resources to meet its obligations.

    MinMax further warrants that: (1) it owns or has license to use all software, templates, and any other items used to deliver the Services or made available to Customer in connection with the Services; (2) the Services will perform without material defect or error in principle features and functions; and (3) the Services and Customer’s exercise of the rights granted by MinMax under the Agreement do not infringe, misappropriate or violate the intellectual property rights of any third party, provided that Customer uses the Services without modification and only for the purposes of this Agreement in accordance with the instructions provided by MinMax.

  10. Limitation of Liability.

    YOUR EXCLUSIVE REMEDY AND MINMAX'S AND ANY THIRD PARTY’S ENTIRE LIABILITY, IF ANY, FOR ANY CLAIMS ARISING OUT OF THE SERVICES SHALL BE LIMITED TO THE AMOUNT YOU PAID MINMAX, IF ANY, DURING THE SIX-MONTH PERIOD BEFORE THE ACT GIVING RISE TO THE LIABILITY (OR, IF NO SUCH AMOUNT WAS PAID, $1.00 USD).

    IN NO EVENT SHALL MINMAX OR ANY THIRD PARTY BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY SPECIAL, PUNITIVE, INCIDENTAL, INDIRECT OR CONSEQUENTIAL DAMAGES OF ANY KIND, OR ANY DAMAGES WHATSOEVER, INCLUDING, WITHOUT LIMITATION, THOSE RESULTING FROM LOSS OF USE, DATA OR PROFITS, WHETHER OR NOT WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND ON ANY THEORY OF LIABILITY, ARISING OUT OF OR IN CONNECTION WITH THE USE OF THE SERVICES.

    YOU ARE SOLELY RESPONSIBLE FOR MAKING BACKUP COPIES OF ANY AND ALL OF YOUR IMAGE CONTENT OR VIDEO CONTENT. MINMAX SHALL NOT BE LIABLE FOR ANY LOSS OF OR DAMAGE TO YOUR IMAGE OR VIDEO CONTENT.

    SOME JURISDICTIONS PROHIBIT THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.

  11. Indemnity.

    You agree to indemnify and hold MinMax, any third party, and each of its respective parents, subsidiaries, affiliates, officers and employees, harmless from any liabilities, claims, expenses or demands, including reasonable attorneys' fees and costs, made by any third party due to or arising out of (a) your use or misuse of the Site or Services, (b) the viewing of your content or video, (c) the violation of laws, rules, regulations or terms of this Agreement, (d) your failure to comply with MinMax’s terms of service or other terms of any open source licenses, if applicable,(e) infringement by your content, by you, or by someone using your account, of any intellectual property or any other right of any person or entity. MinMax reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will cooperate with MinMax in asserting any available defenses.

  12. Suspension and Termination.

    In the event the Subscription Period is terminated by either Party for cause, Customer shall immediately cease all use of the MinMax Platform. In the event this Agreement is terminated by MinMax as a result of a material breach by Customer prior to the completion of the Initial Term or any Renewal Terms, Customer shall pay any amounts owed to Customer under this Agreement, if any, including fees owed for the entire Initial Term or any Renewal Term, as the case may be; both parties acknowledge that this payment represents a reasonable estimate of MinMax’s damages in the event of an early termination. In the event of termination of the Agreement for any reason, MinMax will make all Customer data available to Customer within thirty (30) days.

    MinMax will provide Customer no less than ninety (90) days prior notice in the event MinMax terminates any of the Services available to customers generally, unless a sooner date for termination is required by court order.

    Notwithstanding the foregoing, MinMax may suspend or terminate Services to a Customer:

    1. after ten (10) day’s prior written notice to Customer specifying Customer’s breach of these Terms that remains uncured; or

    2. immediately:

      1. in theevent of Customer’s declaration of bankruptcy or the institution of any other insolvency proceeding with respect to Customer;
      2. upon evidence of or MinMax’s reasonable suspicion of Customer’s fraudulent or illegal use of the Services;
      3. if it is necessary for MinMax to comply with a law, regulation or rule or any ruling of a court or other body of competent jurisdiction.

    In addition, MinMax may suspend Customer’s access to API Services to correct a material error in API Services. In such event, MinMax will expeditiously contact Customer’s representative to investigate such activity and take appropriate measures.

    Any provision which, by its nature, is intended to survive termination, shall survive.

    The following sections of these Enterprise Terms of Service will survive termination: Third Party Sites and Information, Intellectual Property, Disclaimer of Warranties, Limitation of Liability, Indemnity, Suspension and Termination, Distribution Terms – Commercial Users, Governing Law, Agreement to Arbitrate all Disputes, Miscellaneous

  13. Agreement to Arbitrate All Disputes

    Nothwithstanding anything contained herein, you agree that any legal disputes arising out of or relating to these Terms of Service or the Services shall be submitted to binding arbitration in Los Angeles, California, USA. The arbitration shall be conducted by the American Arbitration Association under its Commercial Arbitration Rules. Any judgment on the award by the arbitrator may be entered in a court having jurisdiction thereof. You agree that any claim, action or proceeding arising out of or related to these Terms of Service or the Services must be brought in your individual capacity, and not as a plaintiff or class member in any purported representative or class proceeding. The arbitrator may not consolidate more than one person’s claims. YOU ACKNOWLEDGE THAT YOU ARE WAIVING THE RIGHT TO A TRIAL BY JURY OR PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN A CLASS ACTION OR REPRESENTATIVE PROCEEDING.

  14. Notices.

    All notices required or permitted hereunder shall be in writing and shall be given as follows. Either party may change its address or email address for Notice upon written notice to the other party.

    If by Customer: by personal delivery or by nationally recognized courier service to MinMax, Inc., Attention:
    Anthony Jacobellis,7680 Hidden Cove Road, Bainbridge Island, WA, 98110 or by email sent to anthony@minmax.co.

    If by MinMax: by personal delivery or by nationally recognized courier service to the postal address associated with Customer’s Account; or by email sent to the email address associated with the Customer’s Account.

  15. Miscellaneous.

    Neither Party shall be liable for the failure to perform any of its obligations if such failure is caused by a force majeure event.

    These Terms, with all incorporated documents referenced herein, constitutes the entire understanding and agreement between the Parties with respect to the Services and supersedes prior agreements between the Parties, provided, however, the Parties may modify these Terms with a written instrument signed by MinMax and Customer. The failure of MinMax to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. If any provision of this Agreement is found 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 the provision, and the other provisions of the Agreement remain in full force and effect.

    The Parties are independent parties and nothing herein shall be construed as creating an agency relationship, partnership, and/or joint venture between the Parties.

    No rights, licenses or obligations under created hereby may be assigned by Customer to any other entity without the prior written consent of MinMax, such consent not to be unreasonably withheld, conditioned or delayed. MinMax may assign, delegate or transfer its rights hereunder to a wholly-owned subsidiary, commonly-owned affiliate, or a parent company upon notice to and without the need for consent from Customer. In the event of any permitted assignment, this agreement shall be binding upon and inure to the benefit of each of the Parties and their respective legal successors and permitted assigns.

    The provisions of the United Nations Convention on the International Sale of Goods shall not apply to this Agreement. Subject to statutory exemptions, qualifications and limitations that may be applicable to Customer (such as those pertaining to government-owned entities): (i) this agreement shall be governed by and construed in accordance with the laws of the State of Delaware, United States of America, excluding its conflict of law principles, (ii) you and MinMax agree to submit to the personal and exclusive jurisdiction of the courts located within Los Angeles, California. Any claim arising out of, relating to, or concerning any interpretation, construction, performance, or breach of this Agreement, will be settled by arbitration to be held in King County, Washington, in accordance with the rules then in effect of the American Arbitration Association. The arbitrator may grant injunctions or other relief in the dispute or controversy. The decision of the arbitrator will be final, conclusive, and binding on the parties to the arbitration. Judgment may be entered on the arbitrator’s decision in any court having jurisdiction. You and MinMax will each pay one half of the costs and expenses of the arbitration, and each will separately pay their own counsel fees and expenses. Any action brought by you with respect to any service or product of MinMax or anything related to the website must be brought, if at all, within one (1) year from the accrual of such cause of action.

    Class Action Waiver. Any proceedings to resolve or litigate any dispute in any forum will be conducted solely on an individual basis. Neither you nor MinMax will seek to have any dispute heard as a class action, private attorney general action, or in any other proceeding in which either party acts or proposes to act in a representative capacity. No arbitration or other proceeding will be combined with another without the prior written consent of all parties to all affected arbitrations or proceedings.

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