This Terms of Service Agreement (“Agreement”) describes the terms and conditions that govern your use of Madrigal Creatives and its associated services, and constitutes a legal, binding agreement between you, Madrigal Creatives and its subsidiaries and affiliates, including Madrigal Holdings, LLC (collectively, “Madrigal Creatives”).
THE DISPUTE RESOLUTION SECTION OF THIS AGREEMENT CONTAINS A MUTUAL ARBITRATION AGREEMENT AND CLASS ACTION WAIVER THAT REQUIRES YOU AND MADRIGAL CREATIVES TO RESOLVE DISPUTES WITH EACH OTHER ON AN INDIVIDUAL BASIS THROUGH FINAL AND BINDING ARBITRATION. PLEASE REVIEW THE DISPUTE RESOLUTION SECTION OF THIS AGREEMENT CAREFULLY. BY ENTERING INTO THIS AGREEMENT, YOU EXPRESSLY ACKNOWLEDGE THAT YOU HAVE READ AND UNDERSTAND ALL OF THE TERMS OF THIS AGREEMENT AND HAVE TAKEN TIME TO CONSIDER THE CONSEQUENCES OF THIS IMPORTANT DECISION.
Acceptance of This Agreement
By using, accessing or downloading the Madrigal Creatives Platform (defined below under the section entitled “The Madrigal Creatives Platform”), you hereby expressly acknowledge and agree to be bound by all of the terms and conditions of this Agreement. If you do not agree to be bound by the terms and conditions of this Agreement, you may not use the Madrigal Creatives Platform.
Amendments to This Agreement
Madrigal Creatives may, in its sole discretion, modify or update this Agreement or any policies relating to the Madrigal Creatives Platform from time to time. Please review this page periodically to ensure you are up to date with any changes. Any changes to this Agreement or associated policies will be published through the Madrigal Creatives Platform and are effective upon the publishing of said modification or update. If we make material changes to this Agreement, we will notify you via the email address associated with your Account or by posting a notice on the Madrigal Creatives Platform. Continued use of the Madrigal Creatives Platform after any such changes shall constitute your acceptance of such changes.
For the purposes of this Agreement, the term “Industrial hemp” is defined by the Agriculture Improvement Act of 2018 as any part of the Cannabis sativa L. plant that contains less than 0.3 percent delta-9 tetrahydrocannabinol on a dry weight basis.
THE MADRIGAL CREATIVES PLATFORM
Your use of the “Madrigal Creatives Platform” consists of the access of products Madrigal Creatives provides through the Madrigal Creatives website located at MadrigalCreatives.com and www.madrigalpetwellness.com
DISCLAIMERS & ACKNOWLEDGMENTS
Acknowledgment of State Law
You expressly acknowledge, agree and understand that the use, manufacturing, transportation and distribution of industrial hemp is illegal in your state of residence and in the state you are located unless all participants are acting completely within the scope of the state’s applicable laws. You must abide by and follow the applicable laws of the state, city, county, municipality or jurisdiction in which you are located in order to use the Madrigal Creatives Platform. You expressly acknowledge, agree, understand and assume full responsibility for cooperating with the laws of your place of location while using the Madrigal Creatives Platform. Madrigal Creatives reserves the right to change the location of its product offerings in its sole discretion at any time.
Any statements on the Madrigal Creatives Platform or on any Products available via Madrigal Creatives Shipping have not been evaluated by the FDA. Some or all of the Products and/or ingredients in any of the Products available via Madrigal Creatives Shipping have not been approved or endorsed by the FDA or any regulatory agency. The Products available via Madrigal Creatives Platform are not intended to diagnose, treat, cure, mitigate or prevent any medical condition, illness or disease in humans or animals. THE INFORMATION PROVIDED IS DESIGNED FOR EDUCATIONAL PURPOSES ONLY AND ARE NOT INTENDED TO BE A SUBSTITUTE FOR INFORMED MEDICAL ADVICE OR CARE. ALWAYS CONSULT YOUR PRIMARY CARE PHYSICIAN BEFORE USING THE PRODUCTS. If you are pregnant, nursing, taking medication or have a medical condition, we suggest consulting with a physician before using any of our Products.
USING THE MADRIGAL CREATIVES PLATFORM
Your User Account
You are responsible for all activity that occurs under your Account, and you agree to maintain the security and secrecy of your Account, username and password. at all times. Unless otherwise permitted by Madrigal Creatives in writing, you may only possess one Account.
Your participation in using the Madrigal Creatives Platform is for your sole, personal use. You agree that you are the sole authorized user of your Account, and you may not assign or otherwise transfer your Account to any other person or entity. Any attempt by another individual to use your Account may result in your inability to use the Service and/or suspension from the Madrigal Creatives Platform. You are responsible for the use of your Account, and Madrigal Creatives expressly disclaims any liability arising from the unauthorized use of your Account. If you suspect unauthorized access of your Account or any other breach of security, you agree to notify us immediately.
Madrigal Creatives reserves the right, in its sole discretion, to set the requirements for or to suspend, disable, deny access to or disallow the registration of your Account for any reason. If you believe your inability to access your Account or the Madrigal Creatives Platform has been made in error, please contact our Customer Support team. You acknowledge and agree that Madrigal Creatives shall not be liable to you or any third party for any termination of your access to the Madrigal Creatives Platform. The terms and conditions of this Agreement and the Madrigal Creatives Terms shall survive and endure beyond any termination, deletion or suspension of your Account, or if you cease using the Madrigal Creatives Platform.
You must be at least 18 years old to use the Madrigal Creatives Platform. By using the Madrigal Creatives Platform you expressly represent and warrant that you are at least 18 years old, are legally entitled to enter into this Agreement and have the right, authority and capacity to enter into and abide by the terms and conditions of this Agreement. You acknowledge that Madrigal Creatives reserves the right to determine a minimum age for any User or Service Area in its sole discretion (“Qualifying Age”). You agree that if you are not of Qualifying Age while located in any Service Area, you are prohibited from using and will not attempt to use the Service.
Madrigal Creatives Communications
By entering into this Agreement or using the Madrigal Creatives Platform, you expressly consent and agree to accept and receive communications from Madrigal Creatives that you transact with, including via email, text message, calls and push notifications to the cellular telephone number you provided to Madrigal Creatives.
By consenting to being contacted, you understand and agree that you may receive communications (including those generated by automatic telephone dialing systems and/or which will deliver pre-recorded messages) sent by or on behalf of Madrigal Creatives, including but not limited to: operational or transactional communications concerning your Account or use of the Madrigal Creatives Platform; updates concerning new or existing features of the Madrigal Creatives Platform; communications concerning Promotions (defined below) run by Madrigal Creatives or third parties; and news or industry developments concerning Madrigal Creatives or third parties. Standard text messaging charges applied by your cell phone carrier will apply to text messages you receive.
IF YOU WISH TO OPT OUT OF PROMOTIONAL EMAILS, UNSUBSCRIBE FROM MADRIGAL CREATIVES PROMOTIONAL EMAIL LIST BY FOLLOWING THE UNSUBSCRIBE OPTIONS IN THE PROMOTIONAL EMAIL ITSELF, INCLUDING CLICKING THE UNSUBSCRIBE LINK PROVIDED AT THE BOTTOM OF THE EMAIL. IF YOU WISH TO OPT OUT OF PUSH NOTIFICATIONS, YOU MAY DO SO THROUGH YOUR DEVICE SETTINGS. IF YOU WISH TO OPT OUT OF PROMOTIONAL CALLS OR TEXTS, YOU MAY TEXT “STOP” FROM THE MOBILE DEVICE RECEIVING THE MESSAGES TO THE PHONE NUMBER YOU RECEIVED THE MESSAGE FROM.
YOU ACKNOWLEDGE THAT YOU ARE NOT REQUIRED TO CONSENT TO RECEIVE PROMOTIONAL TEXTS OR CALLS AS A CONDITION OF USING THE MADRIGAL CREATIVES PLATFORM. IF YOU WISH TO OPT OUT OF ALL TEXTS OR CALLS FROM MADRIGAL CREATIVES (INCLUDING OPERATIONAL OR TRANSACTIONAL TEXTS OR CALLS), PLEASE CONTACT OUR CUSTOMER SUPPORT. HOWEVER, YOU ACKNOWLEDGE THAT OPTING OUT OF RECEIVING ALL TEXTS MAY IMPACT YOUR USE OF THE MADRIGAL CREATIVES PLATFORM.
Electronic Records & Signatures
You agree that your electronic signature on the Madrigal Creatives Platform is the legal equivalent of your manual or paper signature. You consent to receive any communications, records, receipts, notices, agreements, documents and disclosures provided by Madrigal Creatives regarding your Account and the Madrigal Creatives Platform electronically (collectively, “Electronic Communications”). We may provide these Electronic Communications to you via the Madrigal Creatives Platform, email, text message, push notification, chat, customer support or other electronic communications.
In order to access and retain Electronic Communications, you will need at least the following computer hardware and software:
- A device with an Internet connection
- A current web browser with cookies enabled
- A valid email address
- Storage space to save past Electronic Communications on your device or an installed printer to print Electronic Communications
In order for us to send you Electronic Communications, you must ensure your contact information and email address is true, accurate and complete at all times. You acknowledge and agree Madrigal Creatives will be deemed to have provided Electronic Communications to you even if your contact information on file is incorrect, out of date, blocked by your service provider or you otherwise are unable to receive Electronic Communications. You can update your contact information at any time by logging into your Account and updating your profile settings or by contacting Customer Support.
You can withdraw your consent to receive Electronic Communications at any time by sending us an email with the subject line “Withdrawing E-Sign Consent” to support@MadrigalCreatives.com. However, if you withdraw your consent to receive Electronic Communications, Madrigal Creatives reserves the right to immediately close your Account as we may be unable to properly facilitate your legal use of the Madrigal Creatives Platform.
Charges, Billing & Refunds
You understand and acknowledge that you may incur fees or charges from Madrigal Creatives in connection with the goods and services purchased or facilitated through the Madrigal Creatives Platform (“Charges”). All Charges will be identified in your cart prior to or during checkout and on your receipt. Such Charges may include some combination of the following:
- Retail Price. The “Retail Price” of goods and accessories are displayed with that item on the Madrigal Creatives Platform. The displayed Retail Price may include discounts, promotions and price reductions at the sole discretion of Madrigal Creatives. At checkout, the combined Retail Price of goods and accessories is the subtotal of an order as shown in your cart.
- State Taxes. We charge applicable “State Taxes” on sales of goods and accessories based on the state of your location pursuant to state laws and regulations.
- Local Taxes. We charge applicable “Local Taxes” on sales of cannabis goods and accessories. Local Taxes may be based on the city, county, municipality or other jurisdictional location of your delivery address.
- Sales Tax. We charge applicable “Sales Tax” on all sales of goods and accessories. Sales tax may be based on the state, city, county, municipality or other jurisdictional location of your delivery address.
- Other Taxes. You may be charged additional taxes based on applicable laws and regulations. Such taxes may vary depending on the laws and regulations in place at the time of your purchase.
- Other Fees. Additional fees and charges may apply to your orders as determined by Madrigal Creatives and/or third parties with whom you transact. The description of any such fees will be available at checkout. Your bank may also charge additional fees.
Madrigal Creatives may change any Charges at its sole discretion and reserves the right to determine final prevailing pricing. Please note that pricing information published on the Madrigal Creatives Platform may not accurately reflect pricing. Madrigal Creatives may, at its sole discretion, make promotional offers with differing features and/or Charges to any individual or User. Such offers, unless made to you, have no bearing whatsoever on your use of the Madrigal Creatives Platform.
You may receive Promotions (defined below) or Referral Codes (defined below) that you can apply toward payment of certain Charges. Promotions or Referral Codes are only valid for use on the Madrigal Creatives Platform and are not transferable or redeemable for cash except as required by law. Additional restrictions on Promotions or Referral Codes may apply as communicated to you in a relevant promotion.
All Charges are due immediately and are non-refundable. If you are dissatisfied with any of the Products you receive, please contact Customer Support.
During your use of the Madrigal Creatives Platform, you may be viewing information from business partners or affiliates, information from Payment Vendors and each of their respective employees (“Third-Party Providers”).
Madrigal Creatives may make available materials by Third-Party Providers, such as their opinions, advice, statements, offers, other information or content concerning Madrigal Creatives or other materials made available through the Madrigal Creatives Platform (“Third-Party Materials”). Such Third-Party Materials are not provided by Madrigal Creatives, and Madrigal Creatives is not responsible for the content of Third-Party Materials. The authors of the Third-Party Materials are solely responsible for such content. Madrigal Creatives disclaims responsibility for any loss or damage resulting from your reliance on information or other content posted by Third-Party Providers, whether on the Madrigal Creatives Platform or otherwise. We reserve the right, without any obligation, to monitor, remove or suspend any Third-Party Materials posted on the Madrigal Creatives Platform and remove any such material that, in our sole opinion, violates or is alleged to violate: (i) the law; (ii) this Agreement; (iii) the rights or threatens to harm the safety or rights of Users or others.
The Madrigal Creatives Platform may contain third-party advertising and marketing. By agreeing to this Agreement, you agree to receive such advertising and marketing. Madrigal Creatives disclaims responsibility for any loss or damage resulting from or related to such advertising and/or marketing.
Madrigal Creatives attempts to be as accurate as possible in Product descriptions or images for Products available through the Madrigal Creatives Platform.
You acknowledge and agree that Amounts (defined below) in Product descriptions on the Madrigal Creatives Platform are averages or estimates and that Amounts may vary for individual items, packages or orders that you receive. Amounts on the Madrigal Creatives Platform include, without limitation, the level (by weight, mass, volume or percentage) of THC, CBD, other cannabinoids and terpenes in a Product, the total weight, mass or volume of a Product, the size, number of individual items or servings in a Product and any other unit of measurement related to a Product.
Madrigal Creatives may, in its sole discretion, make available certain promotions or offers which at times may be redeemed by entering promotional codes that may confer discounts, price reductions, features, benefits related to the products subject to any additional terms that Madrigal Creatives establishes (“Promotions”). Each Promotion is a limited time offer and is valid only for the time specified therein. Unless otherwise specified on the Promotion itself, you may only use one Promotion per Account per day.
Each Promotion (i) must be used for the intended audience and purpose and in a lawful manner; (ii) may not be duplicated, sold, resold or transferred in any manner made available to the general public (whether posted to a public form or otherwise) or combined with any other offers unless otherwise permitted by Madrigal Creatives; (iii) may only apply to qualifying items and may require a minimum dollar order purchase; (iv) may be modified, disabled or withdrawn by Madrigal Creatives at any time for any reason or no reason without liability to Madrigal Creatives; (v) is not valid for cash or credit, has no monetary value and cannot be applied after an order is submitted; (vi) may expire prior to your use; and (vii) is void where prohibited by law. If you violate any of the Promotion terms, the Promotion will be invalid.
Madrigal Creatives, at its sole discretion, reserves the right to issue Promotions with different features, discounts, offers or deals to any Users or groups of Users determined solely by Madrigal Creatives. These Promotions, unless made to you, shall have no bearing whatsoever on your use of Madrigal Creative, or any Promotions offered to you.
Unless otherwise indicated by Madrigal Creatives, Promotions do not apply to taxes, fees or any Charges other than Retail Price. Taxes and fees may apply to the full value of Products subsequently reduced in price by a Promotion.
Madrigal Creatives may, in its sole discretion, create referral links or codes (“Referral Codes”) that may be redeemed for discounts on future products or other features or benefits related to the products subject to any additional terms that Madrigal Creatives establishes. You agree that Referral Codes: (i) must be used for the intended audience and purpose and in a lawful manner; (ii) may not be duplicated, sold, resold or transferred in any manner, made available to the general public (whether posted to a public form or otherwise) or combined with any other referral codes, promotional codes or other promotions, discounts, coupons or any other Madrigal Creatives offers unless in each case expressly permitted by Madrigal Creatives; (iii) may be disabled or withdrawn by Madrigal Creatives at any time for any reason or no reason without liability to Madrigal Creatives; (iv) may only be used pursuant to the specific terms set forth in the Program Rules; (v) are not valid for cash or credit; and (vi) may expire prior to your use. Madrigal Creatives reserves the right to withhold or deduct credits or other features or benefits obtained through the use of the referral system or Referral Codes by you or any other User in Madrigal Creatives sole discretion including, without limitation, in the event that Madrigal Creatives determines or believes that the use of the referral system or use or redemption of the Referral Code was in error, fraudulent, illegal or otherwise in violation of the Program Rules. The Program Rules are incorporated herein by reference. Please refer to them for the full terms and conditions applicable to your use of Referral Codes.
Mobile Data Fees & Usage
Madrigal Creatives is not responsible for any fees or usage charges related to your access of the Madrigal Creatives Platform. Your mobile network’s data and messaging rates and fees may apply if you access or use the Madrigal Creatives Platform from a device. You are solely responsible for acquiring and updating compatible hardware or devices necessary to access and use the Madrigal Creatives Platform and any updates thereto. Madrigal Creatives does not guarantee that the Madrigal Creatives Platform, or any portion thereof, will function on any particular network, hardware or devices.
PRIVACY & CONFIDENTIALITY
You agree not to use, disclose or permit disclosure of, for any purpose other than as stated in this Agreement, (i) any technical, financial, strategic and other proprietary and confidential information or data relating to Madrigal Creatives business, operations, and properties; (ii) the User Data, PII, or any other information or data related to any other User; (iii) any non-public information of Madrigal Creatives or any User that such party designates as being proprietary or confidential or of which the other party should reasonably know that it should be treated as confidential (collectively, “Confidential Information”). You agree that all Confidential Information shall remain the exclusive property of the disclosing party. You agree not to disclose or permit disclosure of any Confidential Information to third parties for any purpose except as permitted under the Madrigal Creatives Terms, to take all reasonable measures to protect the secrecy of and avoid disclosure or use of Confidential Information, to prevent Confidential Information from falling into the public domain and to return or destroy all Confidential Information of the disclosing party upon termination of this Agreement or at the request of the disclosing party subject to applicable law. In the event Confidential Information is required to be disclosed pursuant to the order or requirement of a court administrative agency or other governmental body, you agree to provide prompt notice of such court order or requirement to Madrigal Creatives to enable Madrigal Creatives to seek a protective order or otherwise prevent or restrict such disclosure.
Notwithstanding the foregoing, Confidential Information shall not include any information to the extent it: (i) is or becomes part of the public domain at a time it is intentionally disclosed by Madrigal Creatives or has entered the public domain through no act or omission on the part of the receiving party; (ii) was possessed by the receiving party prior to the date of this Agreement without an obligation of confidentiality; (iii) is disclosed to the receiving party by a third party having no obligation of confidentiality with respect thereto; or (iv) is required to be disclosed pursuant to law, court order, subpoena or governmental authority provided the receiving party notifies the disclosing party thereof and provides the disclosing party a reasonable opportunity to contest or limit such required disclosure.
With respect to your use of the Madrigal Creatives Platform, you agree you will not:
- Impersonate any person or entity
- Stalk, threaten or otherwise harass any person or carry any weapons
- Violate any law, statute, rule, permit, ordinance or regulation
- Post, email, upload, deploy, send or otherwise make available (“Transmit”) any texts, graphics, images, music, software, audio, video, code, files, programs, information or other materials (“Content”) that is unlawful, harmful, threatening, abusive, harassing, hateful, violent, pornographic, defamatory, libelous, invasive of another’s privacy, harmful to minors in any way or otherwise offensive
- Transmit any Content that advertises any illegal service or the sale of any items which are prohibited by the laws of your state of location, or any other jurisdiction of your location
- Access the Madrigal Creatives Platform using unauthorized means, unauthorized applications, or an unauthorized device; or Transmit any Content that attempts to gain unauthorized access to Madrigal Creatives’ computer systems, networks, servers, software, hardware, telecommunications equipment or any other internal or external Madrigal Creatives infrastructure (the “Madrigal Creatives Network”)
- Interfere with, disrupt, diminish the quality or performance of or impair the functionality of the Madrigal Creatives Platform or the Madrigal Creatives Network or Transmit any Content designed to do the same
- Surreptitiously intercept or expropriate any system, data, personal information or any portion of the Madrigal Creatives Network or the Madrigal Creatives Platform
- Use the Madrigal Creatives Platform in any way that infringes Madrigal Creatives or a third party’s rights including intellectual property rights, copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy
- Modify, adapt, translate, reverse engineer, decipher, decompile or otherwise disassemble any portion of the Madrigal Creatives Platform or the Madrigal Creatives Network
- Rent, lease, lend, sell, redistribute, license or sublicense the Madrigal Creatives Platform or access to any portion of the Madrigal Creatives Platform
- Use any robot, spider, site search/retrieval application or other manual or automatic device or process to retrieve, index, crawl, scrape, “data mine” or in any way reproduce or circumvent the navigational structure or presentation of the Madrigal Creatives Platform or its contents
- Forge headers or otherwise manipulate identifiers in order to disguise the origin of any information transmitted through the Madrigal Creatives Platform
- “Frame” or “mirror” any part of the Madrigal Creatives Platform without Madrigal Creatives prior written authorization, or use meta tags or code or other devices containing any reference to us in order to direct any person to any other website for any purpose
- Use the Madrigal Creatives Platform to design or develop a competitive or substantially similar product or service
- Use the Madrigal Creatives Platform to copy or extract any features, functionality or Content
- Link directly or indirectly to any other websites
- Transfer or sell your Account, password, username or identification to any other party
- Discriminate against or harass anyone on the basis of race, national origin, religion, gender, gender identity, physical or mental disability, medical condition, marital status, age or sexual orientation
Intellectual Property Ownership
Madrigal Creatives (and its licensors where applicable) owns all intellectual property rights in and related to the Madrigal Creatives Platform absolutely and in their entirety. You acknowledge that any suggestions, ideas, enhancement requests, feedback, recommendations or other information provided by you relating to the Madrigal Creatives Platform are non-confidential and shall become the sole property of Madrigal Creatives. This Agreement is not a sale and does not convey to you any rights of ownership in or related to the Madrigal Creatives Platform or any intellectual property rights owned by Madrigal Creatives. Any trademarks, logos, service marks, company or product names displayed through the Madrigal Creatives Platform are trademarks of Madrigal Creatives or third parties and no right or license is granted to use them.
Other than as specifically permitted by Madrigal Creatives, you are not permitted to use or reference in any manner Madrigal Creatives or any of its company names, logos, product and service names, trademarks, service marks, trade dress, copyrights or other indicia of ownership, alone and in combination with other letters, punctuation, words, symbols and/or designs (the “Madrigal Creatives Marks and Names”) for any commercial purposes. You agree that you will not: (i) try to register or otherwise use and/or claim ownership in any of the Madrigal Creatives Marks and Names alone or in combination with other letters, punctuation, words, symbols and/or designs or in any confusingly similar mark, name or title, for any goods and services; (ii) take any other action that would jeopardize or impair Madrigal Creatives rights as owner of the Madrigal Creatives Marks and Names or the legality and/or enforceability of the Madrigal Creatives Marks and Names, including challenging or opposing Madrigal Creatives ownership in the Madrigal Creatives Marks and Names; or (iii) use the Madrigal Creatives Marks or Names on or in connection with any product, service or activity that is in violation of any law, statute, government regulation or standard. Violation of this license may result in immediate termination of your license at the sole discretion of Madrigal Creatives.
Refunds & Exchanges
If you are unhappy with your purchase, please contact Customer Support by emailing support@MadrigalCreatives.com. Product purchases may be exchanged or refunded within 30 days of delivery. Once your return is received and accepted, please allow 48 – 72 hours for your refund to be processed. Credit times will vary depending on your bank provider. Refunds and exchanges may be subject to Shipping Fees and other Charges.
If you received products damaged during shipping, you must notify us within 48 hours of shipment delivery to qualify for an exchange of the exact product. Once the damaged product has been received, a new order will be shipped out to you free of charge.
If you are eligible for a refund, you will be credited to the original form of payment used for the original transaction or given credits to your Account.
This policy shall apply at all times regardless of your decision to terminate your usage, Madrigal Creatives decision to terminate your usage, disruption caused to the Madrigal Creatives Platform (either planned, accidental or intentional), other delays or disruptions or any other reason whatsoever. Your refund or exchange may be denied if we determine that your request is based on or related to misuse, abuse or fraudulent activity.
You and Madrigal Creatives agree that any dispute, claim or controversy arising out of or relating to this Agreement or the breach, termination, enforcement, interpretation or validity thereof or the use of the Madrigal Creatives Platform (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right to bring an individual action in small claims court and 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 party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights. You acknowledge and agree that you and Madrigal Creatives are each waiving the right to a trial by jury or to participate as a plaintiff or class User in any purported class action or representative proceeding. Further, unless both you and Madrigal Creatives otherwise agree in writing, the arbitrator may not consolidate more than one person’s claims and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of this Agreement.
Arbitration Rules & Governing Law
The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section (the AAA Rules are available at adr.org or by calling the AAA at 1-800-778-7879). The Federal Arbitration Act will govern the interpretation and enforcement of this Section.
A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. If needed, the AAA provides a form Demand for Arbitration and additional forms at adr.org. The arbitrator will be either a retired judge or an attorney licensed to practice law in the state where the arbitration will be conducted and will be selected by the parties from the AAA’s roster of consumer dispute arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.
Arbitration Location & Procedure
Unless you and Madrigal Creatives otherwise agree, the arbitration will be conducted in the county where you reside. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of documents you and Madrigal Creatives submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.
The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and the amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. The prevailing party in arbitration will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law.
Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules.
Notwithstanding the provisions of the modification-related provisions above, if Madrigal Creatives changes this “Dispute Resolution” section after the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement), you may reject any such change by sending us a notice to customer service with “Legal” in the subject line within 30 days of the date such change became effective, as indicated in the “Last Updated Date” above or in the date of Madrigal Creatives email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Madrigal Creatives in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted this Agreement (or accepted any subsequent changes to this Agreement).
By entering into this Agreement and using the Madrigal Creatives Platform, you agree to defend, indemnify and hold Madrigal Creatives, its parent organizations and subsidiaries, affiliates, officers, directors, Users, employees, attorneys and agents harmless from and against any and all third-party claims, costs, damages, losses, liabilities and expenses (including attorneys’ fees and costs) arising out of or in connection with your violation or breach of any term of this Agreement, the Madrigal Creatives Terms or any applicable law or regulation, whether or not referenced herein; and your use or misuse of the Madrigal Creatives Platform or Products available therein.
Disclaimer of Warranties
MADRIGAL CREATIVES MAKES NO REPRESENTATION, WARRANTY OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE MADRIGAL CREATIVES PLATFORM. MADRIGAL CREATIVES DOES NOT REPRESENT OR WARRANT THAT: (A) THE USE OF THE MADRIGAL CREATIVES PLATFORM WILL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, APPLICATION, SYSTEM OR DATA; (B) THE MADRIGAL CREATIVES PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (C) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (D) THE QUALITY OF ANY PRODUCTS, SERVICES, INFORMATION OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE MADRIGAL CREATIVES PLATFORM WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (E) ERRORS OR DEFECTS IN THE MADRIGAL CREATIVES PLATFORM WILL BE CORRECTED; OR (F) THE MADRIGAL CREATIVES NETWORK OR OTHER ASPECTS OF THE MADRIGAL CREATIVES PLATFORM ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE MADRIGAL CREATIVES PLATFORM IS PROVIDED TO YOU STRICTLY ON AN “AS IS” BASIS. ALL CONDITIONS, REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, INCLUDING, WITHOUT LIMITATION, ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY MADRIGAL CREATIVES. MADRIGAL CREATIVES MAKES NO REPRESENTATION, WARRANTY OR GUARANTY AS TO THE RELIABILITY, SAFETY, TIMELINESS, QUALITY, SUITABILITY OR AVAILABILITY OF ANY SERVICES, PRODUCTS OR GOODS OBTAINED BY THIRD PARTIES THROUGH THE USE OF THE MADRIGAL CREATIVES PLATFORM. YOU ACKNOWLEDGE AND AGREE THAT THE ENTIRE RISK ARISING OUT OF YOUR USE OF THE MADRIGAL CREATIVES PLATFORM AND ANY THIRD-PARTY SERVICES OR PRODUCTS REMAINS SOLELY WITH YO, TO THE MAXIMUM EXTENT PERMITTED BY LAW.
BY USING THE MADRIGAL CREATIVES PLATFORM, YOU ACKNOWLEDGE AND AGREE THAT YOU MAY BE INTRODUCED TO A THIRD PARTY THAT MAY POSE HARM OR RISK TO YOU OR OTHER THIRD PARTIES. YOU ARE ADVISED TO TAKE REASONABLE PRECAUTIONS WITH RESPECT TO INTERACTIONS WITH THIRD PARTIES ENCOUNTERED IN CONNECTION WITH THE USE OF THE MADRIGAL CREATIVES PLATFORM.
Limitation of Liability
IN NO EVENT SHALL MADRIGAL CREATIVES, INCLUDING ITS LICENSORS, AFFILIATES, SUBSIDIARIES, PARENTS, SUCCESSORS AND ASSIGNS AND EACH OF OUR RESPECTIVE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SHAREHOLDERS (COLLECTIVELY “MADRIGAL CREATIVES” FOR PURPOSES OF THIS SECTION), BE LIABLE TO YOU OR ANYONE FOR ANY INDIRECT, PUNITIVE, SPECIAL, EXEMPLARY, INCIDENTAL, CONSEQUENTIAL OR OTHER DAMAGES OF ANY TYPE OR KIND (INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, LOSS OF DATA, REVENUE, PROFITS, USE OR OTHER ECONOMIC ADVANTAGE). MADRIGAL CREATIVES SHALL NOT BE LIABLE FOR ANY LOSS, DAMAGE OR INJURY WHICH MAY BE INCURRED BY YOU, INCLUDING BUT NOT LIMITED TO, LOSS, DAMAGE, OR INJURY ARISING OUT OF, OR IN ANY WAY CONNECTED WITH, THE MADRIGAL CREATIVES PLATFORM, INCLUDING BUT NOT LIMITED TO THE USE OR INABILITY TO USE THE MADRIGAL CREATIVES PLATFORM, ANY RELIANCE PLACED BY YOU ON THE COMPLETENESS, ACCURACY OR EXISTENCE OF ANY ADVERTISING. YOU EXPRESSLY WAIVE AND RELEASE ANY AND ALL RIGHTS AND BENEFITS UNDER SECTION 1542 OF THE CIVIL CODE OF THE STATE OF CALIFORNIA (OR ANY ANALOGOUS LAW OF ANY OTHER STATE), WHICH READS AS FOLLOWS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM, MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
CERTAIN JURISDICTIONS MAY NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN WARRANTIES AND DAMAGES. ACCORDINGLY, SOME OR ALL OF THE ABOVE DISCLAIMERS, EXCLUSIONS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS. THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS OF LIABILITY UNDER THIS AGREEMENT WILL NOT APPLY TO THE EXTENT PROHIBITED BY APPLICABLE LAW.
Madrigal Creatives may give notice by means of a general notice on the Madrigal Creatives Platform, email, telephone, text message or by written communication sent by first class mail or pre-paid post to your address on record in your Account. Such notice shall be deemed to have been given upon the expiration of 48 hours after mailing or posting (if sent by first class mail or pre-paid post) or 12 hours after sending (if sent by email). Please specify the reason for the email in the subject line so it can be forwarded to the proper department.
This Agreement may not be assigned by you without the prior written approval of Madrigal Creatives but may be assigned without your consent by Madrigal Creatives to: (i) a parent or subsidiary; (ii) an acquirer of assets; (iii) a successor by merger; or (iv) any third party that assumes Madrigal Creatives rights and obligations under this Agreement. Any purported assignment in violation of this section shall be void.
You agree to comply fully with all U.S. and foreign export laws and regulations to ensure that neither the Madrigal Creatives Platform nor any technical data related thereto nor any direct product thereof is exported or re-exported directly or indirectly in violation of or used for any purposes prohibited by such laws and regulations. By using the Madrigal Creatives Platform, you represent and warrant that: (i) you are not located in a country that is subject to a U.S. Government embargo or that has been designated by the U.S. Government as a “terrorist supporting” country; and (ii) you are not listed on any U.S. Government list of prohibited or restricted parties.
Term for Cause of Action
You and Madrigal Creatives agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the Madrigal Creatives Platform or the Madrigal Creatives Terms must be filed within one (1) year after such claim or cause of action arose. Otherwise such claim or cause of action is permanently barred.
No joint venture, partnership, employment or agency relationship exists between you, Madrigal Creatives or any third party as a result of this Agreement or use of the Madrigal Creatives Platform. If any provision of the Agreement is held to be invalid or unenforceable, you and Madrigal Creatives agree that such provision shall be struck, and the remaining provisions shall be enforced to the fullest extent under law. The failure of Madrigal Creatives to enforce any right or provision in this Agreement shall not constitute a waiver of such right or provision unless acknowledged and agreed to by Madrigal Creatives in writing.
This Agreement (including the Madrigal Creatives Terms) constitutes the entire agreement between you and Madrigal Creatives and governs your use of the Madrigal Creatives Platform, superseding any prior agreements between you and Madrigal Creatives. This Agreement and the relationship between you and Madrigal Creatives shall be governed by the laws of the State of California without regard to its conflict of law provisions. In the event that either you or Madrigal Creatives commence a court action, any such action shall be brought exclusively in the state or federal courts located in San Benito County, California, and you and Madrigal Creatives both submit to personal jurisdiction there. The section titles or headings in this Agreement are for convenience only and have no legal or contractual effect. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this Agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.
Last Updated: July 4, 2020