TERMS OF SERVICE
(Updated April 10, 2019)
These terms of service (“Terms”) govern the relationship between MW Projects LLC d/b/a Ninth Street Collective (“MWP,“ “NSC,” “we” or “our”) and users (“users” or “you”) of the Ninth Street Collective platform (the “Platform”), presently located at www.ninthstreetcollective.com, and all other websites, sub-domains, software applications, newsletters, blogs, materials and services of ours relating to the Platform, whether now offered or offered at a future date (collectively, “Platform Services”).
By (i) using or accessing the Platform Services or (ii) booking an appointment with a member of Ninth Street Collective via the Platform, third-party scheduling software and third-party payment processor (collectively, “Appointment Services”), you (including, without limitation, if you are using our Platform Services or Appointment Services on behalf of a company or other entity) accept these Terms, which means that you are entering a legally binding contract with MW Projects LLC. In addition, you acknowledge and agree that by engaging with a member of Ninth Street Collective with respect to an individual appointment with such member, you (including, without limitation, if you are acting on behalf of a company or other entity) accept the terms and conditions set out by such member with respect to such individual appointment, which means that you are entering a legally binding contract with such member.
Please read these Terms fully and carefully. If you do not accept these Terms, do not use or access any of our Platform Services or Appointment Services.
We use a third-party payment processor (the “Payment Processor”) to bill you for appointments. The processing of payments will be subject to the terms, conditions and privacy policies of the Payment Processor, in addition to these Terms. Our current Payment Processor is PayPal, and your payments are processed by PayPal in accordance with PayPal’s terms of service. You agree to pay us, through the Payment Processor, all charges at the prices then in effect for any purchase in accordance with the applicable payment terms. We reserve the right to correct, or to instruct our Payment Processor to correct, any errors or mistakes, even if payment has already been requested or received. Notwithstanding anything to the contrary contained herein, you acknowledge and agree that we do not control and are not liable for the security or performance of the Payment Processor and that we reserve the right to immediately change our Payment Processor at any time without notice to you and in our sole discretion, and you agree to abide by and act in accordance with any new Payment Processor’s terms of service, privacy policies, and other similar agreements.
All fees are in U.S. dollars. Upon any failure to process payment for paid Platform Services or Appointment Services, we reserve the right, in our sole discretion, to cease providing such services to you, limit your access to certain features of the services, or both. We do not provide refunds on any fees unless you qualify for a refund under the laws applicable in your jurisdiction or if agreed with the Ninth Street Collective member with whom you booked an appointment.
You shall not at any time, without our express advanced written consent in each instance or otherwise explicitly and expressly provided by these Terms: (1) transfer, rent, lease, lend, sell, resell, sublicense or otherwise commercially exploit the Platform Services or Appointment Services or any feature of the Platform Services or Appointment Services, in whole or in part; (2) use, distribute, modify, create derivative works from or copy the Platform Services or Appointment Services or any feature of the Platform Services or Appointment Services, in whole or in part; (3) decompile, reverse engineer, disassemble, attempt to derive the source code or underlying algorithms of the Platform Services or Appointment Services or any feature of the Platform Services or Appointment Services; (4) develop, support or use any software, devices, scripts, “bots”, “spiders” or any other technology or processes to scrape the Platform Services or Appointment Services or otherwise harvest data from the Platform Services or Appointment Services, in whole or in part, or otherwise copy content and other information or data from the Platform Services or Appointment Services; (5) attempt to gain unauthorized access, or permit unauthorized access, to the Platform Services or Appointment Services or any feature of the Platform Services or Appointment Services or any of our related systems or networks, or bypass any measures we take to restrict access to the Platform Services or Appointment Services; (6) publish or link to malicious content intended to damage or disrupt us, our affiliates and licensees, or another user’s software or hardware; (7) take any action that we, in our sole discretion, deem to impose or to potentially impose an unreasonable or disproportionately large load on our network or systems; (8) submit or post any information or content on the Platform or comment on our social media accounts, or otherwise contact any other user with information or content, that is abusive, harassing, threatening, obscene, defamatory, or racially, sexually, religiously or otherwise objectionable and offensive; (9) remove any copyright, trademark or other intellectual property notices from the Platform Services or Appointment Services or other intellectual property of ours, of the members of Ninth Street Collective or of any of our users; or (10) use or attempt to use the Platform Services or Appointment Services in any manner that violates any applicable law or violates or infringes rights of any other party, including copyright, publicity, privacy or other intellectual property rights.
You shall (i) use the Platform Services only as expressly permitted by these Terms; (ii) not violate any of the restrictions stated herein; and (iii) not breach, in whole or part, directly or indirectly, any of these Terms.
The Platform Services and Appointment Services are not for use by anyone under the age of 13 (“Minimum Age”). You must be the Minimum Age to book an appointment via the Platform. If the law applicable to your jurisdiction requires that you must be older than the Minimum Age for us to lawfully provide the Platform Services or Appointment Services to you without parental consent (including using your personal information), then the minimum age under such applicable law will be the Minimum Age for purposes of these Terms.
The Platform Services and Appointment Services are protected under various domestic and international copyright, trademark and other applicable laws. We retain all interests of every kind in and to the Platform Services and Appointment Services, including all intellectual property rights. Our name, logos, overall brand and the name of various Platform Services and Appointment Services we offer are intellectual property owned by us, and no right or license is granted to you to use such intellectual property. Additionally, you may not use other copyrighted material, trademarks, service marks and logos of our affiliates and licensees without such affiliate or licensee’s permission.
As between you and us, all right, title and interest in and to the Platform, websites, sub-domains, software applications, newsletters, blogs and other materials, along with the selection, coordination, arrangement and organization of all materials found on our site, is owned entirely by MWP and protected under domestic and international copyright and other similar intellectual property laws. Subject to all Terms, MWP grants you permission to access the Platform Services and Appointment Services for the stated purposes herein.
THIRD-PARTY SERVICES; LIMITS
The Platform Services and Appointment Services may enable and/or require access to or use of other third-party services and software of our affiliates or licensees including, but not limited to, PayPal. You understand and acknowledge that your use of such services in connection with third-party services may be subject to your acceptance of additional or different the terms of service, licenses or similar agreements for such third-party services and that we do not control what terms, conditions and privacy policies are offered by such third-parties, how a third-party manages personal information that they may collect, how a third party charges you for their services and how and when those third parties modify or amend their terms. We encourage you to review all terms offered by a third party prior to using any third-party service. For the avoidance of doubt, your use of all third-party services is at your own risk and we are not responsible for any damages or other losses you may incur through using any third-party services.
APPOINTMENTS WITH MEMBERS
We make available to you third-party services in the form of individual appointments with members of Ninth Street Collective (“Member Appointments”). Unless otherwise expressly and explicitly stated in writing by MWP, such Member Appointments are third-party services, even if such Member Appointments appear on the Platform. For the avoidance of doubt, such Member Appointments are subject to additional or different terms of services, privacy policies, licenses and other similar documents as offered by such third parties. These additional terms of services, privacy policies, licenses and other similar documents, will be communicated to you by the member of Ninth Street Collective with whom you booked an individual appointment. For the purpose of Member Appointments, you understand and agree that MWP and any applicable Member Appointment third-party provider are not: (1) responsible or liable to you, or your child, in any manner for your inability to use the services provided during the Member Appointment; (2) making any representations regarding the competency, trustworthiness, honesty, integrity and/or behavior of any member of Ninth Street Collective or purchaser of or participant in the Member Appointment, or the truth or accuracy of any Member Appointment posting or listing, and it is solely up to you to verify the accuracy, completeness, appropriateness and/or usefulness of such information and whether or not you can rely on the same; (3) directly providing any Member Appointment and neither MWP nor any provider of Member Appointments has control over the quality of the services provided in the Member Appointment; (4) providing you with any representations or warranties regarding your interactions with other users on the Platform, excepting only if the Member Appointment provider provides you with any of their own representations or warranties within their own terms, policies, licenses and other similar documents (for the avoidance of doubt, MWP is not subject to any terms contained in a Member Appointment provider’s terms, policies, licenses and other similar documents unless explicitly and expressly stated herein); and (5) supervising any in-person or online Member Appointment session. You may not reproduce, in any form, or incorporate into any information retrieval system, any content found on the Platform.
Without limiting anything else contained in these Terms, you also agree to indemnify and hold MWP and any Member Appointment provider, and their respective affiliated entities, agents, officers, directors, owners and employees, harmless from and against any and all claims, expenses (including reasonable attorney’s fees), damages, suits, costs, demand and/or judgments whatsoever, made by any third party arising out of or incurred in connection with your use, whether directly or indirectly, of the Platform Services, Appointment Services or Member Appointments, and/or your violation of any rights of another individual or entity while using the Platform Services, Appointment Services or Member Appointments. Additionally, in the event you are a parent or legal guardian and you provide consent for your child to use Platform Services, Appointment Services or Member Appointments, you acknowledge and agree that your child is over the age of 13 and you agree to be bound by these Terms and any additional terms related to the Platform Services, Appointment Services or Member Appointments as contemplated in this paragraph, as if you were a direct signatory to these Terms.
The Platform may contain links to third-party content for the convenience of users, for advertising purposes or for other functions related to our general business activities. Our linking or embedding third-party content within the Platform does not imply an advertisement of endorsement of any good, service, product or otherwise. We are not responsible for any such linked content and expressly disclaim, without limitation, any responsibility for any third-party content, the accuracy of any such information or the quality of such products and services.
In addition to these Terms, we may offer contests, sweepstakes or other promotions that may have additional and/or specific rules different from these Terms. By participating in any contest, sweepstake or other promotion, you agree to be bound by all additional terms and conditions associated therewith. Such additional terms or rules will be provided to you at the time you enter any contest, sweepstake or other promotion. Notwithstanding anything to the contrary contained herein, the rules of a specific contest, sweepstake or other promotion will take priority over these Terms in the event there is a conflict between these Terms and any contest, sweepstake or other promotion rules unless otherwise noted specifically in the contest, sweepstake or other promotion rules.
These Terms are effective on the earlier of (i) the date you accept these Terms, or (ii) the date you first access, download, install or otherwise use the Platform Services, Appointment Services or Member Appointments. These Terms will continue until terminated in accordance herewith. These Terms automatically terminate upon your breach hereof or failure to comply with any of the limitations set forth herein, as determined by us in our sole discretion. Upon any termination of hereof, you shall cease all use of the Platform Services, Appointment Services or Member Appointments via the Platform. Notwithstanding anything to the contrary contained herein, we may terminate these Terms at any time for any reason, with or without notice to you. You may terminate these Terms, as between you and us, at any time by ceasing to use the Platform Services, Appointment Services and Member Appointments.
SERVICES SUBJECT TO CHANGE
We may add, change, discontinue, remove or suspend the Platform Services, Appointment Services and Member Appointments, in whole or part, at any time, without any notice to you and without any liability. We reserve the right, in our sole discretion, to change how we operate at any time for any reason whatsoever and to block, remove or moderate any content.
THE PLATFORM SERVICES AND APPOINTMENT SERVICES ARE PROVIDED “AS IS”, “WITH ALL FAULTS” AND “AS AVAILABLE.” YOUR USE OF SUCH SERVICES, AND ANY THIRD-PARTY SERVICES, IS ENTIRELY AT YOUR OWN RISK AND YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE OF CAUTION WHILE USING THE SERVICES AND ANY THIRD-PARTY SERVICES. MWP MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND AND MWP EXPLICITLY DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION: (1) WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT AND TITLE; (2) THAT DATA WILL NOT BE LOST; (3) THAT THE PLATFORM SERVICES, APPOINTMENT SERVICES OR THIRD-PARTY SERVICES WILL RESULT IN SALES FOR YOU OR RESULT IN SPECIFIC EDUCATIONAL, SUCCESS OR OTHER BENEFICIAL ACHIEVEMENTS; (4) THAT THE PLATFORM SERVICES, APPOINTMENT SERVICES OR THIRD-PARTY SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (5) THAT THE PLATFORM SERVICES, APPOINTMENT SERVICES OR THIRD-PARTY SERVICES WILL BE SECURE, TIMELY, UNINTERRUPTED, ERROR-FREE, FREE OF VIRUSES OR HARMFUL CODE; (6) THAT THE PLATFORM SERVICES, APPOINTMENT SERVICES OR THIRD-PARTY SERVICES WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, NETWORK, SYSTEM OR DATA; AND (7) THAT THE PLATFORM SERVICES, APPOINTMENT SERVICES OR THIRD-PARTY SERVICES ARE COMPLIANT WITH ALL LAWS OR GOVERNMENT RULES OR REGULATIONS. ADDITIONALLY, THE PLATFORM SERVICES, APPOINTMENT SERVICES OR THIRD-PARTY SERVICES MAY BE SUBJECT TO LIMITATIONS, DELAYS AND OTHER PROBLEMS INHERENT IN THE USE OF COMPUTER SOFTWARE AND HARDWARE, THE INTERNET AND ELECTRONIC COMMUNICATIONS AND THAT THE PLATFORM SERVICES, APPOINTMENT SERVICES OR THIRD-PARTY SERVICES MAY CONTAIN INACCURACIES AND OMISSIONS AND WE ARE NOT RESPONSIBLE FOR ANY DELAYS, DELIVERY FAILURES, DEFECTS OR DAMAGES OF ANY KIND RESULTING FROM SUCH LIMITATIONS, DELAYS AND OTHER PROBLEMS, INCLUDING, WITHOUT LIMITATION, ANY LOST DATA OR CONTENT, LOST PROFITS, BUSINESS INTERRUPTION OR FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES.
YOU ALSO UNDERSTAND THAT MWP DOES NOT MONITOR ALL USER CONTENT FOUND WITHIN THE PLATFORM SERVICES, APPOINTMENT SERVICES OR THIRD-PARTY SERVICES FOR OFFENSIVE, INDECENT, OBJECTIONABLE, OBSCENE, OR UNLAWFUL USER CONTENT, THAT MWP IS NOT UNDERTAKING ANY OBLIGATION OR LIABILITY TO YOU REGARDING ANY CONTENT, AND THAT WE ARE NOT LIABLE TO YOU FOR DAMAGES, UNDER ANY LEGAL THEORY, RELATED TO ANY CONTENT.
AS BETWEEN YOU AND MWP, ALL DISCLAIMERS CONTAINED HEREIN APPLY TO YOUR USE OF ANY THIRD-PARTY SERVICES. WE ENCOURAGE YOU TO REVIEW ALL ADDITIONAL TERMS APPLICABLE TO THIRD-PARTY SERVICES PRIOR TO USING ANY THIRD-PARTY SERVICE.
SOME LAWS DO NOT ALLOW FOR CERTAIN DISCLAIMERS, SO SOME OR ALL OF THESE DISCLAIMERS MAY NOT APPLY TO YOU.
LIMITATION OF LIABILITY
MWP, ALONG WITH OUR AFFILIATES AND LICENSEES (INCLUDING THIRD-PARTY SERVICE PROVIDERS, AND ALL OF THE FOREGOING’S RESPECTIVE AFFILIATED ENTITIES, AGENTS, OFFICERS, DIRECTORS, OWNERS AND EMPLOYEES WILL NOT BE LIABLE TO YOU OR ANY OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, HOWEVER CAUSED AND REGARDLESS OF LEGAL THEORY OR FORESEEABILITY, INCLUDING, WITHOUT LIMITATION, CONTRACT, TORT, PERSONAL INJURY, PROPERTY DAMAGES, NEGLIGENCE, WARRANTY OR STRICT LIABILITY, DIRECTLY OR INDIRECTLY ARISING UNDER THESE TERMS (INCLUDING HAVING NO RESPONSIBILITY FOR THE ACTIONS OF OUR OTHER USERS OR VISITORS), INCLUDING, WITHOUT LIMITATION, YOUR USE OF THE PLATFORM SERVICES, APPOINTMENT SERVICES OR THIRD-PARTY SERVICES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, IF ANY PART OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID OR UNENFORCEABLE FOR ANY REASON, IN NO EVENT WILL OUR TOTAL LIABILITY TO YOU FOR ANY DAMAGES (DIRECT OR OTHERWISE) OR PENALTIES OR LOSS, REGARDLESS OF THE FORM OF ACTION OR CLAIM, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EXCEED THE GREATER OF (I) $500, OR (2) THE AMOUNT OF FEES PAID TO US BY YOU FOR OUR PAID SERVICES IN THE SIX-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH ACTION OR CLAIM.
WITHOUT LIMITING THE FOREGOING, YOU HEREBY WAIVE ANY CLAIMS OR DAMAGES THAT YOU MAY OR ACTUALLY HAVE AGAINST US, WHETHER KNOWN OR UNKNOWN, ALONG WITH OUR SUBSIDIARIES, AFFILIATES, OFFICERS, EMPLOYEES, AGENTS, PARTNERS AND LICENSORS, ARISING OUT OF OR ANY WAY CONNECTED WITH YOUR USE OF THE SERVICES OR THIRD-PARTY SERVICES. FOR THE AVOIDANCE OF DOUBT, YOUR SOLE AND EXCLUSIVE REMEDY FOR DISSATISFACTION WITH THE PLATFORM SERVICES, APPOINTMENT SERVICES OR THIRD-PARTY SERVICES IS TO STOP USING SUCH SERVICES.
If you are a resident of the State of California, you hereby acknowledge and agree that you fully understand, and waive California Civil Code §1542, which states: “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.”
You agree to indemnify us, members of Ninth Street Collective, along with our affiliates (including all third-party service providers), licensees, and all of the foregoing’s respective affiliated entities, agents, officers, directors, owners and employees, from and against any and all claims, expenses (including reasonable attorney’s fees), damages, suits, costs, demand and/or judgments whatsoever, arising out of or incurred in connection with your use, whether directly or indirectly, of the Platform Services, Appointment Services, Member Appointments or third-party services. You shall also provide the foregoing parties prompt and reasonable cooperation in the event any of the foregoing parties is entitled to indemnification hereunder. The provisions of this paragraph are made for the benefit of all parties referenced herein, and each of each of these parties shall have the right to assert and enforce these provisions directly against you on its own behalf.
CHANGES TO TERMS
We may change these Terms at any time without notice to you in our sole and absolute discretion. Notwithstanding the foregoing, if we make a material change to these Terms (or any of our other policies relating to the Platform Services, Appointment Services or third-party services), we will use our best efforts to notify you, through the Platform or by email, to provide you the opportunity to review the changes before they become effective. Your continued use of the Platform, the Platform Services, Appointment Services or Member Appointments after we publish or send a notice about any changes to these Terms constitutes that your consent to the updated Terms.
These Terms, and all matters arising out of or relating to these Terms, including all tort and fraud claims, are exclusively governed by laws of the State of New York, without regard to its conflict of laws principles. You agree that a violation of these Terms by you may result in irreparable harm to us, where monetary damages may be inadequate, and you hereby agree that we may seek injunctive relief. Any and all disputes or claims arising out of or relating in any way to the Platform Services, Appointment Services, Member Appointments or these Terms will be resolved through arbitration subject to our arbitration policy, all such additional terms and conditions are incorporated into these Terms. Notwithstanding anything to the contrary contained herein, you may not pursue any action, regardless of form (whether arbitration or judicial), against us, along with our affiliates (including all third-party service providers), licensees and all of the foregoing’s respective affiliated entities, agents, officers, directors, owners and employees, arising out of your use of the Platform Services, Appointment Services, Member Appointments or third-party services, unless such action is brought by you within one year following the event that gave rise to the cause of action. After such time period has expired, all such actions are permanently barred.
You understand and agree that MWP is not liable for any failure of performance due to any cause beyond its control, including, without limitation, acts of God, fire, explosion, vandalism, terrorism, weather disturbances, national emergencies, riots, wars, labor difficulties, supplier failures, shortages, breaches, action or request by any government, suspension of existing service in compliance with state or federal law, rule or regulations.
You understand and acknowledge that (i) you are waiving your rights to jury trial and/or to participate in a class or representative action; (ii) the Federal Arbitration Act governs the interpretation and enforcement of the arbitration policy; and (iii) with respect to any and all disputes or claims arising out of or relating in any way to the Platform Services, Appointment Services, Member Appointments, third-party services or these Terms, the arbitration policy supersedes any contrary terms regarding dispute resolution in any other agreement between you and MWP.
All notices permitted or required under these Terms must be in writing and delivered to us by email at email@example.com or through our contact page. If any provision of these Terms is held to be unenforceable for any reason, it will be adjusted rather than voided, if possible, in order to achieve the intent of the parties to the fullest extent possible. In any event, all other provisions of these Terms will be deemed valid and enforceable to the fullest extent possible.
No failure or delay by us to insist upon the strict performance of any term, condition or covenant of these Terms, or to exercise any right, power, or remedy hereunder will constitute a waiver of any such term, condition, covenant, right, power or remedy or of any breach, or preclude us from exercising any such right, power or remedy at any later time. You may not assign these Terms or any of your rights or obligations hereunder, by operation of law or otherwise, without our prior written consent. We may assign these Terms, in whole or in part, and any rights or obligations hereunder, without restriction, with or without notice to you.
These Terms and any other agreements or policies relating to the Platform Services, Appointment Services, Member Appointments or third-party services that reference these Terms constitutes the entire agreement between you and us regarding the terms of your use of the Platform Services, Appointment Services, Member Appointments and third-party services and supersedes any prior written or oral agreements between you and us regarding the subject matter herein. These terms will be binding upon and inure to the benefit of MWP and your respective successors in interest. All provisions of these Terms that by their nature should survive termination or expiration, shall survive termination or expiration, including, without limitation, your representations and warranties concerning indemnification. Notwithstanding anything to the contrary contained herein, we explicitly reserve all rights not specifically contemplated herein which relate to the Services.
If you have any questions, concerns, or comments about our Terms of Service, you may contact us using the information below:
By email: firstname.lastname@example.org
Through our contact page