TERMS AND CONDITIONS

Introduction

The website www.mandownusa.com (the “Website”) is a copyrighted work belonging to, owned by and operated by Man Down, LLC (“Man Down™”, “Us”, “We”, and “Our”).  Man Down™ makes this Website available for your use subject to the terms and conditions (these “Terms”) set forth below.  Certain features of the Website may be subject to additional guidelines, terms, or rules, which will be posted on the Website in connection with such features.  All such additional terms, guidelines, and rules are incorporated by reference into these Terms.  Please read the Terms carefully. By accessing our Website, including, but not limited to, browsing, evaluating, downloading, purchasing, or using any of the Website materials, products or services, you expressly acknowledge that you have read and agree to be bound by our Terms, our Privacy Policy (available at www.mandownusa.com), and any applicable local laws. If you do not agree to these Terms, do not access and/or use our Website.

THESE TERMS SET FORTH THE LEGALLY BINDING TERMS AND CONDITIONS THAT GOVERN YOUR USE OF THE WEBSITE.  BY ACCESSING OR USING THE WEBSITE, YOU ARE ACCEPTING THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT), AND YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT, AUTHORITY, AND CAPACITY TO ENTER INTO THESE TERMS (ON BEHALF OF YOURSELF OR THE ENTITY THAT YOU REPRESENT).  YOU MAY NOT ACCESS OR USE THE WEBSITE OR ACCEPT THE TERMS IF YOU ARE NOT AT LEAST 18 YEARS OLD.

THESE TERMS REQUIRE THE USE OF ARBITRATION (PROVIDED BELOW) ON AN INDIVIDUAL BASIS TO RESOLVE DISPUTES, RATHER THAN JURY TRIALS OR CLASS ACTIONS, AND ALSO LIMIT THE REMEDIES AVAILABLE TO YOU IN THE EVENT OF A DISPUTE.

Access to the Website

Subject to these Terms, Man Down™ grants you a non-transferable, non-exclusive, revocable, limited license to use and access the Website solely for your own personal, noncommercial use.  The rights granted to you in these Terms are subject to the following restrictions: (a) you shall not license, sell, rent, lease, transfer, assign, distribute, host, or otherwise commercially exploit the Website, whether in whole or in part, or any content displayed on the Website; (b) you shall not modify, make derivative works of, disassemble, reverse compile or reverse engineer any part of the Website; (c) you shall not access the Website in order to build a similar or competitive website, product, or service; and (d) except as expressly stated herein, no part of the Website may be copied, reproduced, distributed, republished, downloaded, displayed, posted or transmitted in any form or by any means.  Unless otherwise indicated, any future release, update, or other addition to functionality of the Website shall be subject to these Terms.  All copyright and other proprietary notices on the Website (or on any content displayed on the Website) must be retained on all copies thereof. 

Man Down™ reserves the right, at any time, to modify, suspend, or discontinue the Website (in whole or in part) with or without notice to you.  You agree that Man Down™ will not be liable to you or to any third party for any modification, suspension, or discontinuation of the Website or any part thereof.

Acceptable Use Policy

The following terms constitute our “Acceptable Use Policy”:

You agree not to use the Website to collect, upload, transmit, display, or distribute any content (i) that violates any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) that is unlawful, harassing, abusive, tortious, threatening, harmful, invasive of another’s privacy, vulgar, defamatory, false, intentionally misleading, trade libelous, pornographic, obscene, patently offensive, promotes racism, bigotry, hatred, or physical harm of any kind against any group or individual or is otherwise objectionable; (iii) that is harmful to minors in any way; or (iv) that is in violation of any law, regulation, or obligations or restrictions imposed by any third party.

In addition, you agree not to: (i) upload, transmit, or distribute to or through the Website any computer viruses, worms, or any software intended to damage or alter a computer system or data; (ii) send through the Website unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, pyramid schemes, or any other form of duplicative or unsolicited messages, whether commercial or otherwise; (iii) use the Website to harvest, collect, gather or assemble information or data regarding other users, including e-mail addresses, without their consent; (iv) interfere with, disrupt, or create an undue burden on servers or networks connected to the Website, or violate the regulations, policies or procedures of such networks; (v) attempt to gain unauthorized access to the Website (or to other computer systems or networks connected to or used together with the Website), whether through password mining or any other means; (vi) harass or interfere with any other user’s use and enjoyment of the Website; or (vii) use software or automated agents or scripts to produce multiple accounts on the Website, or to generate automated searches, requests, or queries to (or to strip, scrape, or mine data from) the Website (provided, however, that we conditionally grant to the operators of public search engines revocable permission to use spiders to copy materials from the Website for the sole purpose of and solely to the extent necessary for creating publicly available searchable indices of the materials, but not caches or archives of such materials).

Intellectual Property

You may print material from the Website for personal, non-commercial, or informational use only, and provided that all copyright, trademark and other proprietary notices are left intact.  Additionally, you may electronically share and/or re-post original content from the Website to personal or commercial blogs and/or social media accounts as long as the information is not altered, trademark and other proprietary notices are left intact, and credit is given to Man Down™ for the original content.  Any reproduction, modification, copying, distribution or republication of the website software, code, design, text, images, photographs, illustrations, training material, audio and video material, artwork, graphic material, proprietary information and all copyrightable or otherwise legally protectable elements of the Website, including, without limitation, the “look and feel” and arrangement of items (collectively, “Content”), for any other purpose without the express written consent of Man Down™ is prohibited. Furthermore, any publication of Man Down™ Content for the purpose of implying sponsorship, endorsement, affiliation, approval, or partnership (for either personal or commercial purposes) without written consent is prohibited.

You acknowledge that all the intellectual property rights, including copyrights, patents, trademarks, and trade secrets, in the Website and its content are owned by Man Down™ or our suppliers.  Neither these Terms (nor your access to the Website) transfers to you or any third party any rights, title or interest in or to such intellectual property rights, except for the limited access rights expressly set forth above.  Man Down™ and our suppliers reserve all rights not granted in these Terms.  There are no implied licenses granted under these Terms.

Copyrights and Trademarks

All Content is the property of Man Down™, its advertisers, and/or sponsors, and is legally protected, without limitation, under United States federal and state laws, as well as applicable foreign laws, regulations and treaties. The Man Down™ name, logos, artwork, website design, and other designs are the trademarks and/or service marks (“Marks”) of Man Down™.  You are not permitted to use any Marks from the Website without our prior written consent.  We may add, change, discontinue, remove, or suspend any of the Content at any time, without notice and without liability.  

Third Party Links and Advertisements

Our Website may contain links to or advertisements for third party websites (“Links”), which are not owned or operated by Man Down™. We make every effort to create and maintain accurate Links, but due to changes in third party websites, Links may become outdated or link to content not originally intended by Man Down™.  Additionally, Man Down™ has no control or responsibility for the content of the third party websites. We provide the Links as a convenience to our users and/or under a sponsorship, partnership, and/or advertising agreement with Man Down™, but their inclusion is not necessarily an endorsement by Man Down™ of the content of the third party website.  You use all third party Links at your own risk, and should apply a suitable level of caution and discretion in doing so.  When you click on any of the third party Links, the applicable third party’s terms and policies apply, including the third party’s privacy and data gathering practices.  You should make whatever investigation you feel necessary or appropriate before proceeding with any transaction in connection with such Links.

Third party companies may also choose to link to Man Down’s™ Website, and that’s fine with us, as long as you follow a few simple rules: 1) your website may link to, but not replicate our website’s content; 2) your website shall not state or imply that Man Down™ has endorsed or sponsored your products, services, and/or the content of your website unless prior permission is obtained in writing from Man Down™; 3) your website shall not use Man Down’s™ trademarks or service marks without prior written permission; 4) with written permission your website may utilize an official, and unaltered, Man Down™ logo, if and only if, the use of the logo links directly to a page within our website; and 5) your website shall not violate any copyright interests of Man Down™ or our sponsors and/or advertisers.

Privacy Policy

Users of our Website and/or other products or services of Man Down™ should refer to the Man Down™ Privacy Policy for information about how Man Down™ uses and collects information.

Content Uploaded to the Website

In the event that you upload any photographs, comments, video clips, or other media to Our Website (the "Uploaded Content"), Man Down™ has the exclusive right to use any and all such elements of the Uploaded Content in connection with and/or as part of its business, including in connection with and/or in any advertising in any and all media, including, without limitation, product packaging, printed publications, presentations, promotional materials, events and associated marketing materials, television and cinema commercials, videos, social media, or websites, in perpetuity throughout the world as Man Down™ in its sole discretion sees fit without further consent or payment.  Man Down™ has all right, title, and interest in any and all results and proceeds from such use of the Uploaded Content. Man Down™ has the right to transfer the aforementioned rights to use the Uploaded Content to any third party, including, but not limited to, any of its subsidiaries or affiliated companies.  Man Down™ may alter, adapt, or edit the Uploaded Content and any further material created under these Terms, and market and exploit it entirely at Man Down’s™ sole discretion. Man Down™ is not obliged to make any use of the Uploaded Content or exercise any of the rights granted by these Terms.

Users of the Website must only post Uploaded Content that is owned by, and features, themselves, and no other third parties.  You are solely responsible for the content you upload and you assume all risks associated with use of your Uploaded Content, including any reliance on its accuracy, completeness or usefulness by others, or any disclosure of your Uploaded Content that personally identifies you or any third party.  You hereby represent and warrant that your Uploaded Content does not violate our Acceptable Use Policy (provided above).  You may not represent or imply to others that your Uploaded Content is in any way provided, sponsored or endorsed by Man Down™.  Because you alone are responsible for your Uploaded Content, you may expose yourself to liability if, for example, your Uploaded Content violates the Acceptable Use Policy.  You hereby irrevocably waive (and agree to cause to be waived) any claims and assertions of moral rights or attribution with respect to your Uploaded Content. 

Man Down™ is not obligated to backup any Uploaded Content, and your Uploaded Content may be deleted at any time without prior notice. Users posting Uploaded Content via a user profile must treat their login credentials and password confidential and ensure that they are not shared with any third party that might jeopardize the security of their account.

We reserve the right (but have no obligation) to review any Uploaded Content, and to investigate and/or take appropriate action against you in our sole discretion if you violate the Acceptable Use Policy or any other provision of these Terms or otherwise create liability for us or any other person.  Such action may include removing or modifying your Uploaded Content, terminating your account, and/or reporting you to law enforcement authorities.

Return Policy

You may return an unused item in new condition within 30 days of purchase.  All items must include original packaging.  Continental US customers will be responsible for return shipping only. International customers will be responsible for shipping both ways.  Please allow 1-3 days for your return to be processed or an exchange to be sent.  For defective items please call (707) 836-3058 or email orders@mandownusa.com to ensure you get the best service.

You may return the items to the address below:

Man Down, LLC

Attn.: Returns Dept.

9048 Brooks Rd S, Suite 318

Windsor, CA 95492

We will not be responsible for any loss or damage to returned products that occur in transit.  If returned products are lost or damaged in transit, we reserve the right to charge you for, or not refund any amounts attributable to, such products or loss or damage.  Should you experience any difficulty or delay in returning a product and securing the proper refund, please email us at:  orders@mandownusa.com.

Product Warranty

Man Down™ products are manufactured in the United States.  We do this not only to support American manufacturing, but because it allows us to maintain strict quality control and provide you with a superior product compared to outsourced, overseas manufacturing.  Man Down™ products have been tested for strength and durability and therefore, we fully stand behind our products and the quality of workmanship. Claims of defect or damage of any Man Down™ product will be reviewed on a case-by-case basis and every effort will be made to correct the issue within the terms of the Man Down™ warranty.

Every Man Bag™ carries a 1 Year Warranty against manufacturer’s defects. The warranty may be voided for any product which shows signs that it has been damaged due to improper, negligent, or faulty use, alteration, poor maintenance, and/or improper storage or handling by the user including, but not limited to: damage caused by sharp objects, dragging, punctures, cuts, or using anything other than sand as a filler.

Product and Service Descriptions

We have taken reasonable precautions to ensure all product descriptions, prices, and other information shown on our Website are correct and fairly described.  However, when ordering products through the Website, please note that: Man Down™ reserves the right not to accept any orders if there is a material error in the description of the product or service, or if the price advertised is incorrect; all prices are displayed in United States Dollars unless expressly indicated otherwise; any weights, dimensions, and capacities shown on the Website are approximate only; and all items are subject to availability and we will inform you as soon as reasonably possible if the product(s) you have ordered is not available and whether we may offer you an alternative product(s) of equal or higher quality and value.

Please also note that the terms of any products offered by Man Down™ and/or purchased by you, such as pricing, specifications, delivery times, and/or package contents are subject to change by Man Down™ by providing you advanced notice, including by posting notice of the change on our website or sending you an email to the address you provided at purchase.  Man Down™ will not incur any obligation as a result of such change.

Order and Payment Information

If you use our Website or other means to purchase a product, payment must be received by Man Down™ prior to acceptance of an order, unless otherwise agreed by Man Down™.  All Man Down™ products are subject to sales tax, which will be applied to your order total.  Man Down™ may need to verify information you provide before accepting an order, and may cancel or limit an order any time after it has been placed.  If payment has been made and your order is cancelled or limited, Man Down™ will refund any payment you made for the product that will not be shipped due to cancellation or limitation of an order in the same tender as the original purchase. Man Down™ expressly conditions its acceptance of your order on your agreement to these Terms.

In ordering products through the website or otherwise, you agree to provide only true, accurate, current, and complete information.  You hereby certify that any email account you provide to Man Down™ is registered to you.  Man Down™ shall have the right to bar your access to and use of our Website or its other products if it has reasonable grounds to believe that you have provided untrue, inaccurate, not current, or incomplete information to Man Down™, or for any other reason it, in its sole discretion, deems appropriate.  You agree that if you are ordering or purchasing products on behalf of a company, that you have sufficient authority to bind that company to these Terms.  You agree that your placement of an electronic order on the Website is sufficient to satisfy any applicable Statute of Frauds, and no further writing is required. Man Down™ may reject orders where the stated delivery address is outside the United States, the United Kingdom and Canada. If stated, Man Down™ will add applicable shipping and handling fees.

International Orders

Man Down™ does not directly sell certain Man Down™ products in any jurisdiction other than the United States, United Kingdom and Canada.  While Man Down™ may choose to accept orders for the purchase of its products from non-residents of the U.S., the acceptance of such orders and the sale of such products will only be based on the following conditions precedent: you agree that the purchase of any Man Down™ products by you, as a non-resident of the U.S., shall be for your own personal use only and not for further resale or distribution in any manner; you hereby expressly authorize and direct Man Down™ to load and ship the purchased products to you to your designated shipping destination, and to contract on your behalf with a common carrier or courier company for that purpose; you are the principal importer of record and will undertake responsibility for all applicable taxes, shipping, customs clearance, duties and import requirements from Man Down’s™ facilities in the U.S. to your foreign shipping destination; and the United Nations Convention on the International Sale of Goods shall not apply to any purchase or sale, and Man Down™ expressly opts out of such application.

Shipping Fees

Unless otherwise noted, Man Down™ will use commercially reasonable efforts to ship products within a reasonable time after receipt of your properly completed order.  Although Man Down™ may provide delivery or shipment timeframes or dates, you understand that those are Man Down’s™ good-faith estimates and may be subject to change.  You further understand that product availability may be limited and particular products may not be available for immediate delivery, in which case the products will be delivered when they become available.  Man Down™ shall not be liable for any loss, damage, cost, or expense related to any delay in shipment or delivery.  The delivery time for shipments to P.O. Boxes within the United States or for shipments outside the United States, including to U.S. territories, Alaska and Hawaii, may take up to 7-21 days.

International Users

Our Website is controlled, operated, and administered by Man Down™ from its offices within the United States of America. Man Down™ makes no representation that materials on our Website are appropriate or available for use at other locations outside of the U.S., and access to them from territories where the contents or products available through our Website are illegal is prohibited.  You may not use the Website or export the content or products in violation of U.S. export laws and regulations.  If you access the Website from a location outside of the U.S., you are responsible for compliance with all local laws.

Term and Termination

These Terms will remain in full force and effect while you use the Website.  Notwithstanding any of these Terms, Man Down™ reserves the right, without notice and in its sole discretion, for any reason or no reason, to terminate your ability to use our website, to delete your Uploaded Content, and to block or prevent future access to and use of the Website.  You agree that Man Down™ shall not be liable for any termination of your use of or access to the website.

Contact

If you have any questions or comments about our website, and/or a service provided by Man Down™ we encourage you to contact us by using one of the following means:

Man Down, LLC

9048 Brooks Rd S, Suite 318

Windsor, CA, 95492

info@mandownusa.com

Disclaimer

You agree that the use of the materials on our Website is strictly voluntary and at your own risk, and the materials are provided “as is” and Man Down™ makes no warranties, expressed or implied for the content therein. Further, Man Down™ does not warrant or make any representations concerning the accuracy, likely results, reliability of the use of the materials on its Website or otherwise relating to such materials or on any sites linked to this site, that the Website will meet your requirements, will be available on an uninterrupted, timely, secure or error-free basis, or will be free of viruses or other harmful code.  In no event shall Man Down™ be liable for any direct, indirect, punitive, incidental, special or consequential damages arising out of, or in any way connected with, the use of our Website or any information provided on our Website.

You hereby release and forever discharge Man Down™ (and our officers, employees, agents, successors, and assigns) from, and hereby waive and relinquish, each and every past, present and future dispute, claim, controversy, demand, right, obligation, liability, action and cause of action of every kind and nature (including personal injuries, death, and property damage), that has arisen or arises directly or indirectly out of, or that relates directly or indirectly to, the Website (including any interactions with, or act or omission of, other Website users or any third-party Links).  IF YOU ARE A CALIFORNIA RESIDENT, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE SECTION 1542 IN CONNECTION WITH THE FOREGOING, WHICH STATES: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS OR HER FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF KNOWN BY HIM OR HER MUST HAVE MATERIALLY AFFECTED HIS OR HER SETTLEMENT WITH THE DEBTOR.”

Indemnification

You agree, at all times, to defend, indemnify and hold harmless Man Down™, its members, agents, past and present employees, affiliates, representatives, assigns and successors from and against any and all claims, losses, actions, liabilities, damages, injuries, costs and expenses (including, without limitation, reasonable attorneys’ fees and court costs) arising out of, directly or indirectly, any use you make of our Website or your use of Content therein, and any violation by you of these Terms.  You agree not to take any action that interferes with the proper working of the Website, compromises the security of the Website, renders the Website inaccessible to others or otherwise causes damage to the Website or any Content.  Man Down™ reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify us, and you agree to cooperate with our defense of these claims.  You agree not to settle any matter without the prior written consent of Man Down™.  We will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it.

Severability

If any provision of these Terms, or part thereof, shall be deemed invalid, unlawful, void, or for any reason unenforceable by a court of competent jurisdiction, then that provision, or part thereof, shall be deemed severable from the rest of these Terms and shall not affect the validity and enforceability of any remaining provisions or part thereof.

Disputes

The terms of this Section shall apply to all Disputes between you and Man Down™.  For the purposes of this Section, "Dispute" shall mean any dispute, claim, or action between you and Man Down™ arising under or relating to the products, the Website, this agreement, or any other transaction involving you and Man Down™, whether in contract, warranty, misrepresentation, fraud, tort, intentional tort, statute, regulation, ordinance, or any other legal or equitable basis, and shall be interpreted to be given the broadest meaning allowable under law.  YOU AND MAN DOWN™ AGREE THAT "DISPUTE" AS DEFINED IN THIS AGREEMENT SHALL NOT INCLUDE ANY CLAIM OR CAUSE OF ACTION BY YOU OR MAN DOWN™ FOR (A) TRADE SECRET MISAPPROPRIATION, (B) PATENT INFRINGEMENT, (C) COPYRIGHT INFRINGEMENT OR MISUSE, AND (D) TRADEMARK INFRINGEMENT OR DILUTION.  Moreover, notwithstanding anything else in this Agreement, you agree that a court, not the arbitrator, may decide if a claim falls within one of these four exceptions.

Binding Arbitration.  You and Man Down™ further agree: (a) to arbitrate all Disputes between the parties pursuant to the provisions in this Agreement; (b) this Agreement memorializes a transaction in interstate commerce; (c) the Federal Arbitration Act (9 U.S.C. §1, et seq.) governs the interpretation and enforcement of this Section; and (d) this Section shall survive termination of this Agreement.  ARBITRATION MEANS THAT YOU WAIVE YOUR RIGHT TO A JUDGE OR JURY IN A COURT PROCEEDING AND YOUR GROUNDS FOR APPEAL ARE LIMITED.  The arbitrator may award you the same damages as a court sitting in proper jurisdiction could, and may award declaratory or injunctive relief only in favor of the individual party seeking relief and only to the extent necessary to provide relief warranted by that party's individual claim.  In addition, in some instances, the costs of arbitration could exceed the costs of litigation and the right to discovery may be more limited in arbitration than in court.  The decision of the arbitrator shall be final and enforceable by any court with jurisdiction over the parties.

Dispute Notice.  In the event of a Dispute, you or Man Down™ must first send to the other party a notice of the Dispute that shall include a written statement that sets forth the name, address and contact information of the party giving it, the facts giving rise to the Dispute, and the relief requested (the "Dispute Notice").  The Dispute Notice to Man Down™ must be addressed to: MAN DOWN, LLC, 9048 Brooks Rd S, Suite 318, Windsor, CA 95492, Attn.: Legal Affairs (the "Man Down Notice Address").  The Dispute Notice to you will be sent by certified mail to the most recent address we have on file or otherwise in our records for you. If Man Down™ and you do not reach an agreement to resolve the Dispute within sixty (60) days after the Dispute Notice is received, you or Man Down™ may commence an arbitration proceeding pursuant to this Section.  Following submission and receipt of the Dispute Notice, each of us agrees to act in good faith to seek to resolve the Dispute before commencing arbitration.

WAIVER OF CLASS ACTIONS AND CLASS ARBITRATIONS.  YOU AND MAN DOWN™ AGREE THAT EACH PARTY MAY BRING DISPUTES AGAINST THE OTHER PARTY ONLY IN AN INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, INCLUDING WITHOUT LIMITATION FEDERAL OR STATE CLASS ACTIONS, OR CLASS ARBITRATIONS.   ACCORDINGLY, UNDER THE ARBITRATION PROCEDURES OUTLINED IN THIS SECTION, AN ARBITRATOR SHALL NOT COMBINE OR CONSOLIDATE MORE THAN ONE PARTY'S CLAIMS WITHOUT THE WRITTEN CONSENT OF ALL AFFECTED PARTIES TO AN ARBITRATION PROCEEDING.

Arbitration Procedure.  If a party elects to commence arbitration, the dispute shall be submitted to confidential arbitration in Sonoma County, CA.  You hereby consent to, and waive all defenses of lack of personal jurisdiction and forum non conveniens with respect to venue and jurisdiction in the state and federal courts of California.  Arbitration under these Terms shall be conducted pursuant to the Commercial Arbitration Rules then prevailing at the American Arbitration Association.  The arbitrator's award shall be final and binding and may be entered as a judgment in any court of competent jurisdiction.  To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class action proceedings or otherwise.  You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of, related to or connected with the use of the Man Down Website or this Agreement must be filed within one (1) year after such claim or cause of action arose or be forever banned.  You may, in arbitration, seek any and all remedies otherwise available to you pursuant to federal, state, or local laws.  All Disputes shall be resolved by a single neutral arbitrator, and both parties shall have a reasonable opportunity to participate in the selection of the arbitrator.  The arbitrator is bound by the terms of this Agreement.  The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of this Agreement, including, but not limited to, any claim that all or any part of this Agreement is void or voidable.  Notwithstanding this broad delegation of authority to the arbitrator, a court may determine the limited question of whether a claim or cause of action is for (a) trade secret misappropriation, (b) patent infringement, (c) copyright infringement or misuse, or (d) trademark infringement or dilution, which are excluded from the definition of "Disputes" as stated above.  You may choose to engage in arbitration hearings by telephone.  Arbitration hearings not conducted by telephone shall take place in Sonoma County, California.

Amendments to this Section.  Notwithstanding any provision in this Agreement to the contrary, you and Man Down™ agree that if Man Down™ makes any future amendments to the dispute resolution procedure and class action waiver provisions (other than a change to Man Down’s™’ address) in this Agreement, Man Down™ will notify you and you will have thirty (30) days from the date of notice to affirmatively opt-out of any such amendments.  If you affirmatively opt-out of any future amendments, you are agreeing that you will arbitrate any Dispute between us in accordance with the language of this Section as stated in this current Agreement, without any of the proposed amendments governing.  If you do not affirmatively opt-out of any future amendments, you will be deemed to have consented to any such future amendments.

Severability. If any provision in this Section is found to be unenforceable, that provision shall be severed with the remainder of this Agreement remaining in full force and effect.  The foregoing shall not apply to the prohibition against class or representative actions; if the prohibition against class or representative actions is found to be unenforceable, this entire Section shall be null and void.  The terms of this Section shall otherwise survive any termination of these Terms.

Exclusive Venue for Other Controversies. Man Down™ and you agree that any controversy excluded from the dispute resolution procedure and class action waiver provisions in this Agreement (other than an individual action filed in small claims court) shall be filed only in the Superior Court of Sonoma County, California, or the United States District Court for the Central District of California, and each party hereby irrevocably and unconditionally consent and submit to the exclusive jurisdiction of such courts for any such controversy.

Electronic Communications

The communications between you and Man Down™ use electronic means, whether you use the Website or send us emails, or whether we post notices on the Website or communicate with you via email.  For contractual purposes, you (a) consent to receive communications from us in an electronic form; and (b) agree that all terms and conditions, agreements, notices, disclosures, and other communications that we provide to you electronically satisfy any legal requirement that such communications would satisfy if it were in a hardcopy writing.  The foregoing does not affect your non-waivable rights.

General

These Terms constitute the entire agreement between Man Down™ and you with respect to your use of our Website, your purchase of products and services through the Website, and as applicable any products or services of Man Down™. Any cause of action you may have with respect to the Website or Man Down’s™ products or services must be commenced within one (1) year after the claim or cause of action arises, notwithstanding any statutes of limitation to the contrary. The section titles used in these Terms are purely for convenience and carry with them no legal or contractual effect. Nothing in these Terms will be construed as creating a joint venture, partnership, employment, or agency relationship between you and Man Down™, and you do not have any authority to create any obligation or make any representation on the behalf of Man Down™. You may not assign or transfer any rights or obligations of these Terms, by operation of law or otherwise, without Man Down’s™’ written consent. Subject to the foregoing, these Terms will be binding on, inure to the benefit of, and be enforceable against you and Man Down™ and their respective successors and assigns.

Modifications

These Terms of this Website may be revised from time to time; you should refer to the Terms and Conditions link on our Website for the latest version.  These Terms supersede any other terms and conditions previously published by us and any other representations or statements made by Us to you, whether oral, written, or otherwise. We may assign, transfer, or sub-contract any of our rights or obligations under these Terms to any third party at our discretion.  No delay by Man Down™ in exercising any right or remedy under these Terms shall operate as waiver of that right or remedy or shall affect our ability to subsequently exercise that right or remedy.  Any waiver must be agreed by us in writing.

Copyright © 2015 Man Down™. All rights reserved.

Last updated and effective 6/8/16