Subscription Addendum
REFERS TO: MAINSTAY, INC. MY25 RESOURCES SUBSCRIPTION AGREEMENT; MY25 SUBSCRIPTION CONFIRMATION & ACTIVATION FORM; MAINSTAY MEDIA PARTNERSHIP SUBSCRIPTION AGREEMENT; or any subscribing organization's Contract for Mainstay services that Mainstay enters into. Please note: Mainstay, Inc. is the name of our company and "My25" represents a variety of Mainstay-branded products that will include new additions over time.
This Mainstay, Inc. My25 Resources Subscription Addendum (“Addendum”) provides additional terms and conditions relating to the Mainstay, Inc. My25 Resources Subscription Agreement ("Agreement"); My25 Subscription Confirmation & Activation Form ("Form"); Mainstay Media Partnership Subscription Agreement ("Agreement"); or any subscribing entity's Contract for Mainstay services that Mainstay enters into ("Contract")—all of which shall be binding on Subscriber or Partner (sometimes referred to as "party" or "parties") and Mainstay (sometimes referred to as "party") and which are hereby incorporated into the Mainstay My25 Resources Subscription Agreement (“Agreement”); My25 Subscription Confirmation & Activation Form ("Form"); Mainstay Media Partnership Subscription Agreement ("Agreement"); or any subscribing organization's Contract for Mainstay services ("Contract") between Mainstay and Subscriber or Partner.
1. Approvals, Consents and Waivers. Each party shall submit request for approvals, consents, and waivers to the other party in writing (email is satisfactory as long as there is confirmation of receipt) in a timely manner. No approval, consent, or waiver under the Agreement, Form, Sign Up or Contract shall be enforceable unless set forth in writing signed by an authorized representative of the granting party. A waiver of a default of any term of the Agreement, Form or Sign Up shall not be construed as a waiver of any succeeding default of that term or as a waiver of the term itself. A party’s performance after the other party’s default shall not be construed as a waiver of that default. No approval, consent, or waiver shall be deemed to have been given by implication and neither party shall be liable for delays in responding to, failures to respond to, or denials of those requests.
2. Copyright. Mainstay and its third party licensors and developers hold exclusive ownership of My25 Content, My25 Resources, My25 Network, Mainstay Property, Mainstay Network and Pinpoint Software, and all intellectual property rights embodied therein, including copyrights and valuable trade secrets incorporated in the My25 Content, My25 Resources, My25 Network, Mainstay Property, Mainstay Network and Pinpoint Software design and methodology. My25 Content, My25 Resources, My25 Network, Mainstay Property, Mainstay Network and Pinpoint Software are protected by United States and international copyright laws and international treaty provisions. Any Agreement, Form, Sign Up or Contract does not grant any Subscriber or Partner ownership or intellectual property rights in My25 Content, My25 Resources, My25 Network, Mainstay Property, Mainstay Network and Pinpoint Software. Upon expiration of the Term or termination of your Subscription or Partnership, you will not have the right to continue using My25 Content, My25 Resources, My25 Network, Mainstay Property, Mainstay Network and Pinpoint Software and you agree to promptly remove all copies of My25 Content, My25 Resources, My25 Network, Mainstay Property, Mainstay Network and Pinpoint Software from your systems.
In the event that Subscriber and/or its constituents provide content and/or photos/images for inclusion in My25 Content, My25 Resources, My25 Network, Mainstay Property, Mainstay Network and Pinpoint Software, Subscriber and/or its constituents are bound by law to only share original works and not violate any copyright laws or outside ownership status. In the event that Subscriber and/or its constituents violate any copyright laws or ownership status, Mainstay, Inc. will hold Subscriber responsible for such violation.
3. Inclusion. Products and/or services added at a later date to any signed Agreement, Form, Sign Up or Contract are considered part and parcel of the Agreement or Contract, with all binding terms intact, unless Subscriber or Partner indicates otherwise in writing, requesting a separate Agreement or Contract.
4. Discontinuation. Mainstay may terminate Agreement, Form, Sign Up or Contract at any time in the event Mainstay no longer provides My25 Content, My25 Resources, My25 Network, Mainstay Property, Mainstay Network and Pinpoint Software, in which case Mainstay may refund any prepaid fees, starting with the 1st day of the second following month from date of discontinuation notification. In the event that Subscriber or Partner discontinues subscription to any Mainstay product or service, Subscriber or Partner is responsible for adhering to all discontinuation and terminatiion obligations as outlined in the Subscription Addendeum and Terms & Conditions of Use in any and all cases, without exception. In the event that Subscriber or Partner does not adhere to all discontinuation and termination obligations as outlined in the Subscription Addendum and Terms & Conditions of Use, Subscriber or Partner is responsible for all Mainstay fees associated with collection and legal action. Subscriber or Partner may discontinue subscription to any Mainstay product or service by providing written notification to hello@my25.com. Due to the custom nature of Mainstay products and services, discontinuation is effective, after the first 90 days of the Agreement, with 90 days notification, commencing on the first day of the month following receipt of the discontinuation notice (Discontinuation Period) if all balances are up to date. If outstanding balances are not up to date, the Discontinuation Period commences following the date of resolution of current balances. Subscription fees due during the Discontinuation Period are based on the previous month's subscription fees.
5. Export Restrictions. You agree that you will not permit use or export, directly or indirectly, re-export, divert or transfer My25 Content, My25 Resources, My25 Network, Mainstay Property, Mainstay Network and Pinpoint Software in violation of any applicable export control law or regulation, including without limitation, the U.S. Export Administration Regulations ("Export Controls").
6. Non-Exclusive Use. Mainstay furnishes products and services under Agreement, Form, Sign-Up or Contract on a non-exclusive, limied license basis. Mainstay may directly or indirectly furnish the same or similar products and services to other parties doing business within or outside the vertical, horizontal, or geographic markets in which you do business.
7. Proprietary Code. Subscriber or Partner is responsible for maintaining the confidentiality of any proprietary User or Activation Code related to My25 Content, My25 Resources, My25 Network, Mainstay Property, Mainstay Network and Pinpoint Software, for all use, whether authorized or unauthorized. Subscriber must promptly notify Mainstay if there is suspicion of any breach of security, such as loss, theft, or unauthorized disclosure or irregular use of the Code.
8. Notices. All notices required or permitted under Agreement, Form, Sign Up or Contract shall be in writing (via email is satisfactory with confirmation of receipt) and shall be delivered by any method providing sufficient proof of delivery, except that any notice other than a notice of default or notice of termination may be delivered by facsimile transmission if the original document is also promptly delivered to the recipient. Any notice shall be deemed to have been given on the date of receipt. Notices to Mainstay shall be sent to 1001 Green Bay Road, #195, Winnetka, IL 60093 or hello@my25.com. Notices to Subscriber shall be sent to the address Mainstay has on record.
9. Severability. Each term of this Addendum and Agreement, Form, Sign Up or Contract is severable. If a court, agency, or arbitrator having jurisdiction determines that any term is unenforceable under applicable law, that determination shall not affect the enforceability of the other terms of Agreement, Form, Sign Up or Contract.
10. Entire Agreement. The Agreement, Form, Sign Up, or Contract together with this Addendum and Mainstay's Privacy Policy and Legal Notice and Terms and Conditions, constitute the complete agreement between the parties concerning this subject, and supersedes all earlier oral and written communications between the parties with respect to this subject.
11. Assignment. There is automatic assignment binding either party regarding Agreement, Form, Sign Up or Contract and any of their affiliates or to successors by merger or to the transferee of substantially all of its stock, assets, or interests. Any assignee or delegate shall be subject to the same obligations, restrictions, and limitations to which the assignor or delegator is subject, and no assignor or delegator shall be released from liability under the Agreement, Form, Sign Up or Contract by reason of any such assignment or delegation. Agreement, Form, Sign Up or Contract shall be binding on and inure to the benefit of the parties and their respective successors and permitted assigns.
12. DISCLAIMERS OF WARRANTIES.
PLEASE NOTE THE FOLLOWING IMPORTANT DISCLAIMERS OF WARRANTIES:
My25 Content, My25 Resources, My25 Network, Mainstay Property, Mainstay Network and Pinpoint Software AND THEIR CONTENT AND MATERIALS (INCLUDING, WITHOUT LIMITATION, ALL RECIPES, MENUS, SUBSTITUTIONS LISTS, COOKING METHODS AND HEALTH GUIDANCE) and any TANGILBE OR MONETARY GIFTS, PRIZES AND GIVEAWAYS ARE PROVIDED "AS IS" AND WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. MAINSTAY DISCLAIMS ALL REPRESENTATIONS, WARRANTIES AND CONDITIONS, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR PERSON, TITLE, COMPATABILITY, SECURITY, ACCURACY OR NON-INFRINGEMENT.
NEITHER MAINSTAY NOR ANY OF ITS EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT THAT My25 Content, My25 Resources, My25 Network, Mainstay Property, Mainstay Network and Pinpoint Software OR ANY FUNCTION CONTAINED THEREIN WILL BE UNINTERRUPTED OR ERROR-FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT My25 Content, My25 Resources, My25 Network, Mainstay Property, Mainstay Network and Pinpoint Software OR THE SERVERS THAT MAKE THE WEBSITE, PORTALS, PINPOINT SOFTWARE, APPS, NOTIFICATIONS/TEXT MESSAGING AND EMAILS AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
NEITHER MAINSTAY NOR ANY OF ITS EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE USE OR THE RESULTS OF THE USE OF THE CONTENT AND MATERIALS (INCLUDING, WITHOUT LIMITATION, ALL RECIPES, MENUS, SUBSTITUTIONS LISTS, COOKING METHODS AND HEALTH GUIDANCE) IN My25 Content, My25 Resources, My25 Network, Mainstay Property, Mainstay Network and Pinpoint Software IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, SAFETY, EFFECTIVNESS OR OTHERWISE.
12. LIMITATION OF LIABILITY
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MAINSTAY AND ITS EMPLOYEES, CONTRACTORS, AFFILIATES, LICENSORS, LICENSEES, SERVICE PROVIDERS OR SUPPLIERS SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES, OR ANY OTHER DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR PERSONAL INJURY, LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MAINSTAY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING OUT OF, OR RESULTING FROM, (A) THE USE OR THE INABILITY TO USE My25 Content, My25 Resources, My25 Network, Mainstay Property, Mainstay Network, Pinpoint Software, and gifts, giveaways and prizes in the form of monetary reward or tangible products from third-party vendors; (B) THE USE OF ANY CONTENT OR OTHER MATERIAL (INCLUDING, WITHOUT LIMITATION, ALL RECIPES, MENUS, SUBSTITUTIONS LISTS, COOKING METHODS AND HEALTH GUIDANCE) ON MY25 ELEVATE PORTAL, MY25 SELECT PORTAL, MY25 MAX, MY25 CHOICE, PINPOINT SOFTWARE, MY25 PERSONAL APP AND NOTIFICATIONS/TEXT MESSAGING, MY25 GROCERY, OR ANY SOFTWARE, EMAIL, WEBSITE OR WEBSITES LINKED TO MAINSTAY; (C) THE PREPARATION OF ANY RECIPE OR USE OF ANY COOKING METHOD AND HEALTH GUIDANCE LINKED TO MAINSTAY; (D) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (E) STATEMENTS OR CONDUCT OF ANY THIRD PARTY; OR (F) ANY OTHER MATTER RELATING TO My25 Content, My25 Resources, My25 Network, Mainstay Property, Mainstay Network and Pinpoint Software. IN NO EVENT SHALL MAINSTAY’S TOTAL LIABILITY TO YOU FOR ALL DAMAGES, LOSSES, AND CAUSES OF ACTION (WHETHER IN CONTRACT, TORT (INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, OR OTHERWISE) EXCEED THE AMOUNT OF THE SUBSCRIPTION FEE PAID BY YOU DURING THE TERM.
IF ANY PORTION OF THIS LIMITATION OF LIABILITY IS FOUND TO BE INVALID, LIABILITY IS LIMITED TO THE FULLEST EXTENT PERMITTED BY LAW.
Mainstay's Terms and Conditions of Use, Privacy Policy and Legal Notice and Partners & Advertisers Policies are incorporated and herein part of our Subscription Addendum.
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