MINOAN WEBSITE TERMS OF USE

Minoan owns and operates the Site. The documents and other information and content available on the Site (including in any Showroom) are referred to as “ Site Content.” The Site Content is protected by copyright laws throughout the world. Minoan grants you a limited, revocable license to access and use the Site and Site Content and to reproduce portions of the Site Content solely for your internal non-commercial purposes. You must retain all copyright and other proprietary notices on any copies of the Site Content. Using the Site does not give you any ownership rights to the Site or Site Content. Further, nothing in these Terms confers to you any license or right under any patent, copyright, trademark, or other intellectual property right of Minoan or any third party. Minoan and its suppliers reserve all rights not granted in these Terms.

You may not provide any Materials (defined below) or use the Site or Site Content in any way that violates any laws, infringes on anyone’s rights, is offensive, or interferes with the Site or any Site feature. Except as expressly provided above, you may not (i) copy, display, download, distribute, modify, reproduce, republish, or retransmit any Site Content or any portion of the Site Content, including, but not limited to, any discounts on the Site, in any electronic medium or in hard copy, or create any derivative work based on such Site Content or portion thereof, without our express written permission, (ii) access the Site or Site Content or otherwise create an account for the purpose of developing a competitive offering or conducting competitive research or benchmarking. The Site and Site Content are for informational purposes only and we do not make any recommendations on or via the Site. You should not rely upon the Site or Site Content as the sole basis for any decision or action.

In addition to any other remedies that may be available to us, Minoan reserves the right to take any action it deems necessary, including immediately suspending or terminating your account and/or your access to the Site (or a Showroom), without liability to you, should you fail to abide by these Terms, or if, in Minoan’s sole discretion, such action is necessary to protect the rights of other users of the Site.

This Section applies if you are a guest or viewer of a property that has partnered with Minoan and you choose to purchase products from that property. The products are made shoppable via a website hosted by Minoan, but that the property manages and has made available to you (“Showroom”). A Showroom will redirect you to the website of the brand whose product you wish to purchase. While on the brand website, you will have the ability to purchase any products from the brand. You acknowledge and understand that any product you purchase is being sold to you directly by the brand and that terms and conditions which apply to such products are directly between you and the applicable brand. Neither Minoan nor the property is the seller of record nor is either responsible for such products. Each Showroom contains an affiliate link, which means that Minoan may receive a commission for each purchase you make from a Showroom. Minoan will also share a portion of the commission with the applicable property partner.

3. TRADEMARKS.  All trademarks, logos, and service marks (“Marks”) on the Site are our property or that of third parties. You are not permitted to use any Mark without the Mark’s owner’s prior written permission.

All information, ideas, suggestions, or other communications you submit or provide to us will be non-confidential and non-proprietary (“Feedback”). Do not submit or provide us with any Feedback that contains information, ideas, or suggestions you consider confidential or proprietary. Unless we agree otherwise in writing, Minoan will be entitled to use, disclose, or distribute any Feedback for any purpose whatsoever without any obligation to you.

The Site may enable you to submit emails or otherwise provide certain content, data, or other information (“Materials”) to Minoan. You can only submit Materials if you own all the rights to them or if the owner has given you permission to submit the Materials. You do not transfer ownership of the Materials you submit, however, by doing so, you grant us the irrevocable right to use, copy, modify publish, perform, transmit, and display such Materials for any reason whatsoever in accordance with these Terms. We are not responsible for Materials submitted or posted to the Site by others.

We reserve the right to (i) modify the Site Content, or (ii) modify, suspend, or discontinue the Site or any part the Site and/or the products in Showrooms at any time with or without notice to you. You agree that Minoan will not be liable to you or to any third party for any modification of the Site Content or any modification, suspension, or discontinuance of the Site or products sold through Showrooms.

Please review Minoan’s Privacy Policy for information about the personal data we collect about you, how we use and protect this personal data, and the choices you can make about how we may use your personal data.

The Site may (and Showrooms do) contain links to websites owned and/or operated by third parties. Such websites are not under our control. We provide these links as a convenience and we do not review, approve, monitor, endorse, or make any representations with respect to such websites. We are not responsible for such websites’ content or for any link(s) they may contain.

MINOAN DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE SITE, SITE CONTENT, OR PRODUCTS PURCHASED THROUGH SHOWROOMS. FOR EXAMPLE, INFORMATION ON THE SITE MAY NOT BE CURRENT OR COMPLETE WHEN YOU VISIT THE SITE AND IT MAY CONTAIN ERRORS OR INACCURACIES. WE DO NOT MAKE ANY COMMITMENTS RELATED TO THE SITE’S FUNCTIONALITY, AVAILABILITY, RELIABILITY, OR ABILITY TO MEET YOUR NEEDS. TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, MINOAN PROVIDES THE SITE (INCLUDING SHOWROOMS) AND SITE CONTENT“AS IS” AND FOR YOUR USE AT YOUR OWN RISK AND MINOAN DISCLAIMS ALL REPRESENTATIONS AND WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AS WELL AS ANY REPRESENTATIONS AND WARRANTIES OF TITLE, ACCURACY, QUALITY, AND FITNESS FOR A PARTICULAR PURPOSE.

You agree to indemnify and hold harmless Minoan and its affiliates, officers, employees, agents, partners, and licensors (collectively, the “Minoan Parties”) from any losses, costs, liabilities, and expenses (including reasonable attorneys’ fees) relating to or arising out of your (i) Materials, or (ii) violation of these Terms, of any third party rights, or of any applicable laws, rules, or regulations. Minoan reserves the right, at its own cost, to assume the defense and control of any matter requiring indemnification by you, in which event you will fully cooperate with us in asserting any available defenses. You agree that the provisions in this section will survive your access to or use of the Site.

YOU UNDERSTAND AND AGREE THAT EXCEPT WHERE LEGALLY PROHIBITED, IN NO EVENT WILL THE MINOAN PARTIES BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THESE TERMS, THE SITE, SITE CONTENT, OR SHOWROOMS, INCLUDING, WITHOUT LIMITATION, ANY DAMAGES RESULTING FROM LOSS OF USE, DATA, OR PROFITS, WHETHER OR NOT A MINOAN PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF THE THEORY OF LIABILITY. THE MINOAN PARTIES’ TOTAL CUMULATIVE LIABILITY IN CONNECTION WITH THESE TERMS, THE SITE, SITE CONTENT, OR SHOWROOMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, WILL NOT EXCEED FIFTY DOLLARS (US$50).

The Site can be accessed from anywhere in the world and may contain references to products and services not available in your country. These references do not imply that Minoan intends to provide its offering in your country. We control and operate the Site, Site Content, and our offerings from the United States. Minoan makes no representations that the Site, the Site Content, or any of our offerings are or will be appropriate or available for use in foreign countries. Those who access or use the Site or Site Content from other jurisdictions do so at their option and are responsible for compliance with all applicable laws and regulations.

We may change these Terms from time to time for any reason. If we make any changes, we will change the Last Revised date above and post the new Website Terms of Use. You should consult these Terms regularly for any changes. By continuing to use or access the Site (including Showrooms), you agree to be bound by our then-current Terms.

If there is a separate written agreement that governs our relationship, that separate written agreement will govern in the event of any conflict with these Terms.

These Terms and any related action will be governed and interpreted by and under the laws of the State of New York, excluding its conflicts of laws rules. Venue for any dispute arising out of these Terms will be the state and federal courts in New York County, NY, and each party (you and Minoan) consents to personal jurisdiction to such court(s) and also waives any right it may otherwise have to challenge the appropriateness of such fora.

You may not access, download, use, or export the Site, Site Content, or Showrooms, as applicable, in violation of United States (or other applicable) export laws or regulations. You agree to comply with all export laws, restrictions, and regulations of any United States or applicable agency or authority, and to not directly or indirectly provide or otherwise make available the Site, Site Content, or Showrooms in violation of any such restrictions, laws, or regulations.

Any waiver or failure to enforce any provision of these Terms on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If any provision of these Terms is held invalid or unenforceable, that part will be modified to reflect the original intention of the parties, and the other parts will remain in full force and effect.