Terms of Use

Welcome to Marenda. The marenda.app website (the “Site”) is comprised of various web pages operated by Marenda, Ltd. (“Marenda”, “we”, “us”, or “our”). The Site, as well as the products and services offered, operated or made available by Marenda through the Site (the Site and the products and services, collectively, the “Services”) are offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein (the “Terms”). Your use of the Services constitutes your agreement to all such Terms. Please read these Terms carefully, and keep a copy of them for your reference.

THIS AGREEMENT ALSO INCLUDES, AMONG OTHER THINGS, A BINDING ARBITRATION PROVISION THAT CONTAINS A CLASS ACTION WAIVER. PLEASE REFER TO SECTION 22 BELOW FOR MORE INFORMATION.

IN ADDITION, PLEASE NOTE THAT YOUR SUBSCRIPTION WILL AUTOMATICALLY RENEW UNLESS YOU TAKE STEPS TO CANCEL SUCH SUBSCRIPTION, AS FURTHER EXPLAINED IN SECTION 6.

1. ACCEPTANCE OF AGREEMENT

   Please carefully review these Terms before using the Services, or accessing any data thereon. If you do not agree to these Terms, you may not access or use the Services. To use the Services and to accept these Terms, you must (1) be a legal resident of the European Union or United States, (2) be at least 18 years old, (3) not be prohibited by law from using the Services, and (4) not have been suspended or removed from the Services.

2. CHANGES TO TERMS

   Marenda reserves the right, in its sole discretion, to change the Terms under which the Services are offered by posting the revised Terms to the Site. The most current version of the Terms will supersede all previous versions. Your continued use of the Services after any change to the Terms constitutes your agreement to be bound by any such changes. Marenda encourages you to periodically review the Terms to stay informed of our updates. We will take reasonable steps to provide notice to you of any material changes to the Terms.

3. PRIVACY POLICY

   Marenda maintains a Privacy Policy which details how we handle and protect data. By agreeing to these Terms, you also agree to our Privacy Policy. We reserve the right to update the Privacy Policy at our discretion, and any changes made to our Privacy Policy are effective when the updates are live on the Site. Our Privacy Policy is available on our website.

4. YOUR ACCOUNT

   1. User Information. To access the Services, you must create a Marenda user account (“Account”). This process includes the creation of a Login ID and password to access the Services. When you sign up for an Account, you agree to provide accurate, current and complete information – such as your name, mailing address, and email address – as may be prompted by any such registration forms available through the Services or as otherwise requested by Marenda (“User Information”). You represent that you are the legal owner of, and that you are authorized to provide us with, all User Information and other information necessary to facilitate your use of the Services. In order to use certain Services, Marenda may be required to verify your identity. You authorize Marenda to make any inquiries we consider necessary to validate your identity. If you do not respond to such inquiries or we cannot verify your identity, we can refuse to allow you to use the Services. Should any of your User Information change, you agree that you will update such User Information as soon as possible. To update your User Information, you may log into your Account and update your User Information through the options listed.
   2. Confidentiality. You are responsible for maintaining the confidentiality of your Account, including your Login ID, password, and User Information, and for restricting access to your computer. Should you believe or have reason to believe that your Account, or any User Information, has been compromised, or that another person is accessing your Account through some other means, you agree to notify us immediately at help@marenda.app.
   3. Responsibility for Account Activities. You agree to accept responsibility for all activities that occur under your Account or password whether or not such access to and use of your Account is actually authorized by you, including without limitation, all communications and transmissions and all obligations (including, without limitation, financial obligations) incurred through such access or use. You acknowledge that Marenda is not responsible for third party access to your Account that results from theft or misappropriation of your Account.
   4. Termination and Modification. Marenda reserves the right to (1) refuse, cancel, or limit your access to any Service, (2) terminate, or limit your access to, your Account, and (3) remove or edit content made available through the Service, in our sole discretion and without prior notice or liability. In the event that your Account is terminated after you have redeemed Credits (defined below) for groceries but prior to such groceries’ delivery, we will cancel such delivery and send you a refund of the cost of such groceries to the payment method associated with your Account; provided that in certain scenarios we may be unable to cancel such delivery, in which case you will not receive a refund of the cost of such groceries and such groceries will still be delivered to you despite the termination of your Account. Please contact help@marenda.app for additional details.

5. OVERVIEW OF SERVICES

   Marenda is a meal planning and grocery shopping service. Through the Services, you may identify your grocery-related needs. We will help you create a meal & grocery plan and identify groceries that you’d like to purchase. We then facilitate purchase of such groceries. We make this Service available through facilitating in-app purchases. For specific details regarding your preferences, visit your Account Settings.

6. PAYMENT METHODS

   1. Credits. By agreeing to these Terms, you acknowledge and agree that (1) you receive a personal, limited, non-assignable, non-transferable, non-exclusive, non-sublicensable, revocable right to use Credits to purchase groceries through the Service and you do not own, or have any other right or title in or to any such Credits; (2) Credits are promotional in nature, have no cash value and your right to use Credits cannot be sold, traded, transferred, exchanged, or used outside of the Service; (3) you do not own, or have any other property or other right or title in or to, any Credits; (4) your right to use Credits terminates when your Account is terminated by you or by Marenda, and Marenda has no liability to you or to any third party if you fail to use any Credits associated with your Account; (5) Marenda reserves the right to change the amount of Credits that (i) you receive in connection with each purchase; and (ii) must be redeemed to purchase any grocery items available through the Service, at any time and without prior notice in Marenda’s sole discretion; and (6) Marenda reserves the right to establish any terms and conditions associated with the Credits including, but not limited to, the process by which Credits are redeemed for groceries, all of which may be subject to modification or cancellation by Marenda at any time and without prior notice in Marenda’s sole discretion. If you fail to use any Credits following the expiration of the applicable subscription period, such remaining Credits (i) will be available for use during your next purchase and (ii) will expire sixty (60) days after the date of your last order. In the event that you cancel your account, any Credits that you have failed to use following the expiration of the applicable period will not be cancelled, but will remain subject to the expiration as set forth in the immediately preceding sentence. For the avoidance of doubt, you will be charged for your entire periodic subscription price irrespective of whether any Credits are unused and are available for use during your next subscription period.
   2. Payment Method. In order to order groceries through the Service, you must provide valid payment information (e.g., credit card and/or debit card) through the Site. By signing up, you also agree and authorize (1) the payment method(s) you provide to be charged for all fees and taxes applicable to your subscription, (2) Marenda (or our third-party payment processor) to automatically charge alternative payment methods associated with your Account if a primary payment method is declined or no longer available, (3) Marenda to share payment information and instructions required to complete the payment transactions between Marenda, our third-party payment processors, and their third-party payment service providers (e.g., credit card transaction processing, merchant settlement, and related services), and (4) no additional notice or consent is required for the foregoing authorizations. You agree to immediately update your Account in the event of any change in your payment information. If we cannot charge your payment method for any reason (such as expiration or insufficient funds) and you have not cancelled your account, you remain responsible for any uncollected amounts, and we will attempt to charge the payment method as you may update from time to time. Marenda reserves the right to collect any outstanding payment due, and may transfer the collection of your outstanding balance to a third-party collection agency.

7. CANCELLATION POLICY

   You may cancel your account at any time on your Account page or by contacting help@marenda.app.

8. REFUND POLICY

   We want you to be completely satisfied with your order. If you are not, let us know at help@marenda.app. Refunds are granted on a case by case basis within thirty (30) days of the associated order date and take ten (10) to fifteen (15) business days to process. We do not accept returns of groceries purchased through Marenda. Any refunds issued to you will be made to your payment method(s) associated with your Account.

9. PROMOTIONS

   As used herein, the term “Promotion” refers to any promotional pricing we may offer you in connection with items included in your Marenda shopping list (such as a discount on a grocery item).

   To be eligible for any Promotion, you must be a U.S. or EU resident with a valid U.S. or EU mailing address (excludes Hawaii and Alaska, P.O. Boxes, and APO/FPO/DPO). You may only redeem one (1) Promotion per Account, and you are ineligible to redeem a Promotion if another Marenda user in your household has already redeemed a Promotion. To be eligible for any Promotion, you must (1) create an Account for the first time or reactivate your Account, as applicable; (2) enter the correct promo code prior to completing your order; and (4) complete all required fields in order to complete the order and payment processes, each in its entirety, including a valid form of payment. Promo codes cannot be applied to previously placed orders and are not transferable or redeemable for cash or Credit. If your order complies with this Section 9 and the promo code you enter is valid, we will apply the applicable Promotion to your order.

   Any attempt by you to abuse your right to participate in Promotions by using multiple or different identities, email addresses, registrations, Accounts, and/or any other methods, will void and disqualify you from receiving any Promotion at our sole discretion. For purposes of clarity, percentage or dollar off Promotions may be combined with free items, but may not be combined with other percentage or dollar off promotions offered by Marenda.

   We reserve the right to void any Promotion redemption that appears to be fraudulent, results from a fraudulent transaction, or is not compliant with these Terms. You may not participate in the Promotion if your participation would be prohibited by any applicable law.

   You acknowledge and agree that (1) Promotions have no cash value; (2) Promotions are not redeemable for cash and there are no substitutions.

10. REFERRAL PROGRAM

    1. General. You may share with your friends (“Referred Customers”) a referral link or code (“Referral Code”) that they can use to receive a number of Credits determined by Marenda in its sole discretion and disclosed to you through the Service (the “Program”). Subject to these Terms, when your Referred Customer uses your link and makes a purchase in Marenda (a “Referral Purchase”), you will receive the Credits associated with the relevant Referral Code once their first delivery finalizes. You may earn only one (1) Reward per Referred Customer. To receive multiple Rewards, multiple Referred Customers must make a Referral Purchase using your Referral Code. You cannot refer yourself to earn a Reward and purchases by Referred Customers who share your email address, billing address or shipping information will not qualify for a Reward. When sharing Referral Codes, you agree that you will always tell your Referred Customers that you will receive a Reward from Marenda if they make their first Referral Purchase using your Referral Code. Referral Codes and Rewards are not transferable, have no cash value, and cannot, under any circumstances, be redeemed for gift cards, cash or any cash equivalent. Rewards are not your property. Your Rewards are forfeited upon the cancellation of your then-current subscription.
    2. Eligibility. Eligibility to participate in the Program is limited to individuals only. The Program cannot be used by businesses or for affiliate lead generation or similar purposes, as determined in Marenda’s sole discretion. The use of multiple Accounts, email addresses, online identities or aliases to circumvent the eligibility requirements and/or other limitations of the Program is prohibited and may result in exclusion from the Program and the cancellation of all related Rewards. The Program should only be used for personal and non-commercial purposes. You should only share your Referral Code with your personal connections and Referral Codes should not be published or distributed on commercial websites (such as coupon websites, Reddit, Wikipedia, etc.), on blogs, or other websites created to take advantage of referral traffic generated from individuals searching for coupons or other discount codes, as determined by Marenda in its sole discretion. You must also comply with all laws governing the transmission of email or other electronic communications. For example, emails must be created and distributed in a personal manner and bulk email distribution is prohibited. Any distribution of your Referral Code that could constitute unsolicited commercial email or “spam” under any applicable law or regulation is expressly prohibited. You are prohibited from paying to advertise your Referral Code. Marenda reserves the right to deactivate any Referral Code distributed through unauthorized channels and to revoke all related Rewards.
    3. Right to Close Accounts. Marenda reserves the right to close your Account and deactivate, cancel or revoke all Referral Codes and related Rewards if Marenda suspects that you (or any Referred Customer you refer to Marenda) has used or attempted to use the Program in a fraudulent or abusive manner or in violation of these Terms or applicable law.
    4. Marenda reserves the right to modify or terminate the Program at any time, without notice, in Marenda’s sole discretion.

11. SMS MESSAGING

    You consent to receive SMS/MMS messages from us, our agents, representatives at the specific number(s) you have provided to us, with

    Services-related information from Marenda containing (1) Order updates, (2) order delivery reminders, (3) debt collection; along with Marketing promotions including (3) Marketing messages, (4) promotions and offers.

    You certify, warrant and represent that the telephone number you have provided to us is your contact number and not someone else’s. You represent that you are permitted to receive text messages at the telephone number you have provided to us. You agree to promptly alert us whenever you stop using a telephone number. Marenda and our agents, representatives messaging on our behalf may use such means of communication described in this Section 11 even if you will incur costs to receive such text messages.

    We may modify or terminate our SMS messaging services from time to time, for any reason, and without notice, including the right to terminate SMS messaging with or without notice, without liability to you. You may unsubscribe from receiving SMS messages from us at any time by replying “STOP” to any of the messages. After you send the SMS message “STOP” to us, we will send you an SMS message to confirm that you have been unsubscribed. For help, reply “HELP” to any Text Message you receive from us or contact customer care at help@marenda.app.

    Message frequency varies. Message and data rates may apply to all SMS messages (including text messages). Carriers are not liable for delayed or undelivered messages.

    If you have any questions regarding privacy, please read our privacy policy.

    Please contact your mobile phone carrier for additional details.

12. TELEPHONE CALLS

    You consent to receive telephone calls (including prerecorded and artificial voice and autodialed) from us, our agents, representatives, affiliates or anyone calling on our behalf at the specific number(s) you have provided to us, with Services-related information such as alerts or questions to (1) notify you about your Account; (2) provide you updates on the status of your order and/or delivery; (3) collect an outstanding payment or debt.

    You certify, warrant and represent that the telephone number you have provided to us is your contact number and not someone else’s. You represent that you are permitted to receive calls and text messages at the telephone number you have provided to us. You agree to promptly alert us whenever you stop using a telephone number. Marenda and our agents, representatives, affiliates and anyone calling on our behalf may use such means of communication described in this Section 11 even if you will incur costs to receive such phone messages, text messages, e-mails or other means.

13. THIRD-PARTIES

    1. Linked Sites. The Site may contain links to other websites (“Linked Sites”). The Linked Sites are not under the control of Marenda and Marenda is not responsible for the contents of any Linked Site, including, without limitation, any link contained in a Linked Site, or any changes or updates to a Linked Site. Marenda is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Marenda of the site or any association with its operators.
    2. Third-Party Services. Certain services made available via the Site are delivered by third-party sites and organizations. Any dealings with third-parties conducted through the Site, the Services or Linked Sites, including but not limited to the delivery of and the payment for goods and services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such third-parties. Marenda shall not be responsible or liable for any part of any such dealings.
    3. Sharing User Information. By using any product, service or functionality originating from the Site, you hereby acknowledge and consent that Marenda may share your User Information and/or information about your grocery selections with any third-party with whom Marenda has a contractual relationship to provide the requested product, service or functionality on your behalf.
    4. Third-Party Product Information. Product pages reflect information provided by third-party providers and while we strive to ensure that such information is accurate, we do not guarantee it. Such information may be incomplete, out of date, or otherwise incorrect. You should review allergen, ingredient and nutritional information as well as any warnings or instructions before you buy, use or consume any product. Information, statements and reviews regarding products have not been evaluated by the U.S. Food and Drug Administration. We do not guarantee the accuracy of nutritional labels, claims or any other information on product packaging.

14. LIMITATIONS OF USE

    You are granted a non-exclusive, non-transferable, revocable license to access and use the Services strictly in accordance with these Terms. You agree to use the Services only for lawful purposes and in accordance with these Terms. You are prohibited from any use of the Services that would constitute a violation of any applicable law, regulation, rule or ordinance of any nationality, state, or locality or of any international law or treaty, or that could give rise to any civil or criminal liability. Any unauthorized use of the Services, including but not limited to unauthorized entry into Marenda’s systems, misuse of passwords, or misuse of any information posted on through the Services is strictly prohibited. Marenda makes no claims concerning whether use of the Services is appropriate outside of the United States and European Union. If you access the Services from outside of the United States or European Union, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.

    You agree you will not (1) try to reverse engineer, disassemble, decompile, or decipher the Services or software making up the Services, (2) navigate or search the Services with any tool, software, agent, engine or other means (including bots, avatars, intelligent agents, or spiders), (3) use a means other than Marenda’s provided interface to access the Services, (4) use the Services in a way that could damage, disable, overburden, or impair the Services or interfere with another party’s use and enjoyment of the Services, or (5) mirror any material contained on the Services.

    Marenda reserves the right to take various actions against you if we believe you have engaged in activities restricted by these Terms or by laws or regulations, and Marenda also reserves the right to take action to protect Marenda, other users, and other third-parties from any liability, fees, fines, or penalties. We may take actions including, but not limited to: (1) updating information you have provided to us so that it is accurate, (2) limiting or completely closing your access to the Services, (3) terminating or suspending your access to your Account, (4) suspending or terminating your ability to use the Services on an ongoing basis, (5) taking legal action against you, and (6) holding you liable for the amount of Hungryroot’s damages caused by your violation of these Terms.

15. INTELLECTUAL PROPERTY

    All content included as part of the Services, such as text, graphics, logos, images, as well as the compilation thereof, and any software used on the Site, is the property of Marenda or its suppliers and protected by copyright and other laws that protect intellectual property and proprietary rights. You agree to observe and abide by all copyright and other proprietary notices, legends or other restrictions contained in any such content and will not make any changes thereto.

    You will not modify, publish, transmit, reverse engineer, participate in the transfer or sale, create derivative works, or in any way exploit any of the content, in whole or in part, related to the Services without prior written permission from Marenda. Your use of the Site does not entitle you to make any unauthorized use of any protected content, and in particular you will not delete or alter any proprietary rights or attribution notices in any content. You will use protected content solely for your personal use, and will make no other use of the content without the express written permission of Marenda and the copyright owner. You agree that you do not acquire any ownership rights in any protected content in connection with your use of the Services. We do not grant you any licenses, express or implied, to the intellectual property of Marenda or our licensors except as expressly authorized by these Terms.

16. INTERNATIONAL USERS

    The Services are controlled, operated and administered by Marenda from our offices within the European Union. If you access the Services from a location outside the European Union, you are responsible for compliance with all local laws. You agree that you will not use the Services in any country or in any manner prohibited by any applicable local laws, restrictions or regulations.

17. DEFECTS

    If Marenda or any governmental authority reasonably determines that any product provided to you in connection with the Services is defective and a recall is necessary, you agree that, upon notice from Marenda or any governmental authority, you must destroy such product at your sole cost and risk. In addition, Marenda may suspend or cancel all subsequent shipments of such product, in its sole discretion.

18. INDEMNIFICATION

    You agree to indemnify, defend and hold harmless Marenda, its officers, directors, employees, agents and third-parties, for any losses, costs, liabilities and expenses (including reasonable attorneys’ fees) relating to or arising out of (1) your access to, use of, alleged use of, or inability to use the Services, (2) your violation of any (i) rights of any third-party, including, without limitation, any intellectual property right, publicity, confidentiality, property or privacy right, or (ii) applicable laws, rules or regulations, (3) any disputes or issues between you and any third-party including, but not limited to, our suppliers or third-party service providers, or (4) any content that you provide, upload, submit, or send to Marenda.

    Marenda reserves the right, at its own cost, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will fully cooperate with Marenda in asserting any available defenses. You agree not to settle any matter subject to this Section 18 without the prior written consent of Marenda.

19. DISCLAIMER OF WARRANTIES

    THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE SERVICES MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. MARENDA AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE SERVICES AT ANY TIME.

    MARENDA AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS RELATED TO THE SERVICES FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND.

    MARENDA AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

20. LIMITATION OF LIABILITY

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL MARENDA AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE SERVICES OR ANY CONTENT OR OTHER MATERIALS ON OR ACCESSED THROUGH THE SERVICES, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF MARENDA OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.

    TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE TOTAL LIABILITY OF MARENDA IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES EARNED BY US IN CONNECTION WITH YOUR USE OF THE SERVICES DURING THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO THE CLAIM FOR LIABILITY, OR (B) $100.

    BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

21. ALLERGEN INFORMATION

    PLEASE NOTE THAT THE NINE MAJOR ALLERGENS, AS DETERMINED BY THE US FOOD AND DRUG ADMINISTRATION, WHICH ARE WHEAT, EGG, SOY, MILK, TREE NUTS, PEANUTS, FISH, SHELLFISH, AND SESAME COULD BE A PART OF YOUR ORDER AND MAY CONTAIN SOME OR ALL OF THE ALLERGENS LISTED. YOU ARE ALSO SOLELY RESPONSIBLE FOR KNOWING ABOUT ANY FOOD ALLERGIES YOU MAY HAVE AND VERIFYING THE PRODUCTS AND THEIR CONTENTS BEFORE HANDLING, PREPARING, USING OR CONSUMING SUCH PRODUCTS. MARENDA DOES NOT REPRESENT OR WARRANT THAT THE NUTRITION, INGREDIENT, ALLERGEN, AND OTHER PRODUCT INFORMATION ON THE SITE IS ACCURATE OR COMPLETE SINCE THIS INFORMATION IS PROVIDED BY THE PRODUCT MANUFACTURERS OR SUPPLIERS AND ON OCCASION MANUFACTURERS MAY MODIFY THEIR PRODUCTS AND UPDATE THEIR LABELS. WE RECOMMEND THAT YOU DO NOT RELY SOLELY ON THE INFORMATION PRESENTED ON THE SITE AND THAT YOU CONSULT THE PRODUCTS LABEL OR CONTACT MARENDA’S CUSTOMER CARE TEAM IN ORDER TO PROVIDE INFORMATION TO CONTACT THE MANUFACTURER DIRECTLY IF YOU HAVE A SPECIFIC DIETARY OR ALLERGIC CONCERN OR QUESTION ABOUT A PRODUCT.

22. DISPUTE RESOLUTION BY BINDING ARBITRATION

    PLEASE READ THIS SECTION 22 CAREFULLY AS IT AFFECTS YOUR RIGHTS.

    YOU ACKNOLWEDGE THAT YOU HAVE READ THIS PROVISION CAREFULLY AND UNDERSTAND THAT IT LIMITS YOUR RIGHTS IN THE EVENT OF A DISPUTE BETWEEN YOU AND US. YOU UNDERSTAND THAT YOU HAVE THE RIGHT TO REJECT THIS PROVISION AS PROVIDED IN SECTION 22.3 BELOW.

    1. Election to Arbitrate. You and Marenda agree that the sole and exclusive forum and remedy for resolution of a Claim (defined below) be final and binding arbitration pursuant to this Section 22 (the “Arbitration Provision”), unless you opt out as provided in Section 22.3 below or your Claim is subject to an explicit exception to in this Arbitration Provision. As used in this Arbitration Provision, “Claim” shall include any past, present, or future claim, dispute, or controversy involving you (or persons claiming through or connected with you), on the one hand, and us on the other hand, relating to or arising out of these Terms, and/or the activities or relationships that involve, lead to, or result from these Terms, including (except to the extent provided otherwise in the last sentence of Section 22.6 below) the validity or enforceability of this Arbitration Provision, any part thereof, or the Terms. Claims are subject to arbitration regardless of whether they arise from contract; tort (intentional or otherwise); a constitution, statute, common law, or principles of equity; or otherwise, except that both you and Marenda retain the right: (1) to bring an individual action in small claims court (a “Small Claims Action”); or (2) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, the misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (an “IP Protection Action”). Claims include matters arising as initial claims, counter‐claims, cross-claims, third-party claims, or otherwise. The scope of this Arbitration Provision is to be given the broadest possible interpretation that is enforceable.

    2. Opt-Out of Arbitration Provision. You may opt out of this Arbitration Provision for all purposes by sending an arbitration opt out notice to help@marenda.app within thirty (30) days of the date of your electronic acceptance of these Terms (such notice, an “Arbitration Opt-Out Notice”). Such Arbitration Opt-Out Notice must clearly state that you are rejecting arbitration; identify the Terms to which it applies by date; provide your name, and address,; and be signed by you. If you don’t provide Marenda with an Arbitration Opt-Out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Claim except with regard to a Small Claims Action or an IP Protection Action, as expressly set forth above.

    3. Judicial Forum for Disputes. In the event that (i) you or we bring an IP Protection Action; (ii) you timely provide Marenda with an Arbitration Opt-out Notice; or (iii) this Section 22 is found not to apply, the exclusive jurisdiction and venue of any Claim will be the state and federal courts located in Zagreb, Croatia and each of the parties hereto waives any objection to jurisdiction and venue in such courts. You and we both further agree to waive our right to a jury trial.

    4. Informal Dispute Resolution. If a Claim arises, our goal is to learn about and address your concerns and, if we are unable to do so to your satisfaction, to provide you with a neutral and cost effective means of resolving the dispute quickly. You agree that before filing any claim in arbitration, you will try to resolve the Claim informally by contacting help@marenda.app. Similarly, Marenda will undertake reasonable efforts to contact you (if we have contact information for you) to resolve any claim we may possess informally before taking any formal action. If a Claim is not resolved within thirty (30) days after the email noting the Claim is sent, you or Marenda may initiate an arbitration proceeding as described below.

    5. WAIVER OF RIGHT TO LITIGATE. UNLESS YOU TIMELY PROVIDE MARENDA WITH AN ARBITRATION OPT-OUT NOTICE, YOU ACKNOWLEDGE THAT YOU HAVE A RIGHT TO LITIGATE CLAIMS THROUGH A COURT BEFORE A JUDGE OR JURY, BUT WILL NOT HAVE THAT RIGHT IF ANY PARTY ELECTS ARBITRATION PURSUANT TO THIS ARBITRATION PROVISION. THE PARTIES HEREBY KNOWINGLY AND VOLUNTARILY WAIVE THEIR RIGHTS TO LITIGATE SUCH CLAIMS IN A COURT BEFORE A JUDGE OR JURY UPON ELECTION OF ARBITRATION BY ANY PARTY.

    6. NO CLASS ACTIONS. You and Marenda agree that the arbitration of any Claim shall proceed on an individual basis, and neither you nor Marenda may bring a Claim as a part of a class, group, collective, coordinated, consolidated or mass arbitration (each, a “Collective Arbitration”). Without limiting the generality of the foregoing, a claim to resolve any Claim against Marenda will be deemed a Collective Arbitration if (i) two (2) or more similar claims for arbitration are filed concurrently by or on behalf of one or more claimants; and (ii) counsel for the claimants are the same, share fees or coordinate across the arbitrations. “Concurrently” for purposes of this provision means that both arbitrations are pending (filed but not yet resolved) at the same time.

       TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, NEITHER YOU NOR MARENDA SHALL BE ENTITLED TO CONSOLIDATE, JOIN OR COORDINATE CLAIMS BY OR AGAINST OTHER INDIVIDUALS OR ENTITIES, OR ARBITRATE OR LITIGATE ANY CLAIM IN A REPRESENTATIVE CAPACITY, INCLUDING AS A REPRESENTATIVE MEMBER OF A CLASS OR IN A PRIVATE ATTORNEY GENERAL CAPACITY. IN CONNECTION WITH ANY CLAIM (AS DEFINED ABOVE), ANY AND ALL SUCH RIGHTS ARE HEREBY EXPRESSLY AND UNCONDITIONALLY WAIVED. ANY CHALLENGE TO THE VALIDITY OF THIS SECTION 22.6 SHALL BE DETERMINED EXCLUSIVELY BY THE ARBITRATOR.

    7. Arbitration Procedures. The party initiating arbitration shall do so with Judicial Alternatives and Mediation Services (“JAMS”). Claims involving claims and counterclaims with an amount in controversy under $250,000, not inclusive of attorneys’ fees and interest, shall be subject to JAMS’ most current version of the Streamlined Arbitration Rules; all other Claims shall be subject to JAMS’s most current version of the Comprehensive Arbitration Rules and Procedures (the applicable rule set, the “JAMS Rules”). If you have any questions concerning JAMS or would like to obtain a copy of the JAMS Rules, you may call 1(800) 352-5267 or visit their web site at: www.jamsadr.com. In the case of a conflict between the JAMS Rules and this Arbitration Provision, this Arbitration Provision shall control, subject to countervailing law, unless all parties to the arbitration consent to have the JAMS Rules apply. A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the JAMS Rules. Arbitration will proceed on an individual basis and will be handled by a sole arbitrator. The single arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from JAMS’ roster of arbitrators. If the parties are unable to agree upon an arbitrator within fourteen (14) days of delivery of the Demand for Arbitration, then JAMS will appoint the arbitrator in accordance with the JAMS Rules. The arbitrator(s) shall be authorized to award any remedies, including injunctive relief, that would be available to you in an individual lawsuit and that are not waivable under applicable law.

       Notwithstanding any language to the contrary in this Section 22.7, if a party seeks injunctive relief that would significantly impact other Marenda users as reasonably determined by either party, the parties agree that such arbitration will proceed on an individual basis but will be handled by a panel of three (3) arbitrators. Each party shall select one arbitrator, and the two party-selected arbitrators shall select the third, who shall serve as chair of the arbitral panel. That chairperson shall be a retired judge or an attorney licensed to practice law and with experience arbitrating or mediating disputes. In the event of disagreement as to whether the threshold for a three-arbitrator panel has been met, the sole arbitrator appointed in accordance with this Section 22.7 shall make that determination. If the arbitrator determines a three-person panel is appropriate, the arbitrator may – if selected by either party or as the chair by the two party-selected arbitrators – participate in the arbitral panel. Except as and to the extent otherwise may be required by law, the arbitration proceeding and any award shall be confidential. This Arbitration Provision shall be construed under and be subject to the Federal Arbitration Act, notwithstanding any other choice of law set out in these Terms.

    8. Arbitration Location. Unless you and Marenda otherwise agree, the arbitration will be conducted in the county where you reside, or if you so elect, all proceedings can be conducted via videoconference, telephonically or via other remote electronic means. If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Marenda submit to the arbitrator, unless the arbitrator determines that a videoconference, telephonic or in-person hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the JAMS Rules. Subject to such 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.

    9. Arbitration Fees. If we elect arbitration, we shall pay all the administrator’s filing costs and administrative fees (other than hearing fees). If you elect arbitration, filing costs and administrative fees (other than hearing fees) shall be paid in accordance with the rules of the administrator selected, or in accordance with countervailing law if contrary to the administrator’s rules. However, if the value of the relief sought is $10,000 or less, at your request, we will pay all filing, administration, and arbitrator fees associated with the arbitration, unless the arbitrator finds that either the substance of your claim or the relief sought was frivolous or was brought for an improper purpose. In such circumstances, fees will be determined in accordance with the administrator rules. Each party shall bear the expense of its own attorneys’ fees, except as otherwise provided by law.

    10. Arbitrator’s Decision. The arbitrator will render an award within the time frame specified in the administrator 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.

    11. Survival and Severability of Arbitration Provision. This Arbitration Provision shall survive the termination of these Terms. With the exception of Section 22.6, if a court decides that any part of this Arbitration Provision is invalid or unenforceable, then the remaining portions of this Arbitration Provision shall nevertheless remain valid and in force. In the event that a court finds that all or any portion of Section 22.6 to be invalid or unenforceable, then the entirety of this Arbitration Provision shall be deemed void and any remaining Claim must be litigated in court pursuant to Section 22.3.

23. GOVERNING LAW; JURISDICTION

    These Terms are governed by, and all Claims shall be resolved in accordance with, the Federal Arbitration Act, as set forth above, and the laws of Croatia without regard to the conflicts of laws provisions thereof.

24. ASSIGNMENT

    You may not assign or transfer your Account, Credits, or your rights or obligations under these Terms, by operation of law or otherwise, without Marenda’s prior written consent. Any attempt by you to assign or transfer your rights or obligations under these Terms, without such consent, will be null and of no effect. Marenda may assign or transfer its rights and obligations under these Terms, at its sole discretion, without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

25. ELECTRONIC COMMUNICATIONS

    1. General. This Section 25 (“E-Sign Consent”) is a legally binding agreement between Marenda and its subsidiaries, affiliates, agents and assigns (collectively, the “Company”) and you regarding your use of the Services. Please read this E-Sign Consent carefully and print or save a copy for future reference to verify that you can keep this type of electronic record. The Services may be delivered, administered, obtained, or accessed electronically through the Internet, email, text-messaging, and/or software applications (including applications for mobile or handheld devices). In connection with any Service, the Company may choose to provide certain Records (defined below) to you in electronic form and obtain your electronic signature in connection with those Records. If you choose not to agree to this E-Sign Consent, or you withdraw your consent, you may be ineligible to use or obtain the Services.
    2. Records to be Provided in Electronic Form. The “Records” covered by this E-Sign Consent include, but are not limited to, all documents, communications, contracts, statements, notices, authorizations, and disclosures (including federal or state tax documents, statements, forms, and schedules) arising from or relating to your use or attempted use of any Service now and in the future. The Company reserves the right to decide which Records to provide electronically and when to request your electronic signature for those Records. As part of your use of the Services, you are entitled by law to receive certain information “in writing”. All Records in either electronic or paper format from the Company to you will be considered “in writing”.
    3. Scope of Your Consent. By agreeing to this E-Sign Consent, you agree that you reviewed this E-Sign Consent and verified that you can print or save a copy of it with your records. You further give your express consent to receive, view, and electronically sign the Records the Company displays on any website, through any web browser, or in any software application (including any application for mobile or handled devices). You agree that the electronic Records the Company sends to your designated email address may include Records displayed in the email message, attached to it or displayed when you selected links included in the message. When a Record is electronically displayed on your computer or your mobile or handheld device, you agree that your electronic signature for the Record may include clicking displayed buttons, selecting displayed boxes, typing your name in a designated field or otherwise selecting an electronic facsimile signature for the field, sending an email reply to a message transmitted to your designated email address, or taking other affirmative actions described when you view an electronic Record displayed on your computer or your mobile or handheld device.
    4. How to Withdraw Consent. If you wish to withdraw your consent to receive Records electronically, you may do so by contacting the Company at help@marenda.app. However, once you have withdrawn your consent you may be ineligible to use or obtain certain other Services.
    5. Changing Your Contact Information. It is your responsibility to provide the Company with a valid phone number, contact, email, and other information on file with the Company, and to maintain and update promptly any changes in this information. You understand and agree that if the Company sends you an electronic Record but you do not receive it because your valid phone number or email address or other contact information is incorrect, out of date, blocked by your service provider, or you are otherwise unable to receive electronic Records, the Company will be deemed to have provided the Record to you. Your use of a spam filter that blocks or re-routes emails from senders not listed in your email address book may impact your ability to receive Records from the Company. Therefore, you must add the Company to your email address book so that you will be able to receive the Records the Company sends to you. You can update your contact information by visiting your Account Settings.
    6. Hardware and Software Requirements. To access, view, and retain electronic Records that the Company makes available to you, you must have: (1) access to the Internet; (2) an email account and related software capable of receiving email through the Internet; (3) supported web browsing software (the most recent version of Google Chrome, Mozilla Firefox, Microsoft Edge, or Apple Safari); (4) software that allows you to view and print or save PDF documents, such as Adobe Reader or similar software; (5) hardware capable of running the software described above; and (6) a printer or long-term storage device that allows you to print or save electronic Records for future reference. If you are obtaining a Service electronically via a mobile or handheld device (such as a smart phone or tablet), in addition to the above requirements you must have software on your device that allows you to print and save the Records presented to you. This software can typically be found in the device’s respective “app store.” If you do not have these capabilities on your device, please obtain the Service through a device that provides these capabilities.
    7. Termination and Changes. The Company reserves the right, at the Company’s sole discretion, to discontinue the provision of your electronic Records, or to terminate or change the terms and conditions on which the Company provides electronic Records. The Company will provide you with notice of any such termination or change as required by law.
    8. Consent. By agreeing to this Section 25 you agree that (1) you have received, read, and agreed to all of the terms of this E-Sign Consent; and (2) you consent to your and the Company’s use of electronic Records and signatures in connection with any Services that you request, use, or obtain.

26. MISCELLANEOUS

    1. No Partnership or Joint Venture. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Marenda as a result of these Terms or use of the Services.
    2. Compliance with Law. Marenda’s performance of its obligations under these Terms is subject to applicable laws and legal process, and nothing contained in these Terms is in derogation of Marenda’s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Services or information provided to or gathered by Marenda with respect to such use.
    3. Severability. Except as set forth in 22.k, if any part of these Terms is determined to be invalid or unenforceable pursuant to applicable law, such provision will be severed and the remainder will be given full force and effect.
    4. Entire Agreement. Unless otherwise specified herein, these Terms constitute the entire agreement between you and Marenda with respect to the Services and these Terms supersede all prior or contemporaneous communications and proposals, whether electronic, oral or written, between you and Marenda with respect to the Services.
    5. No Waiver. The failure by either party to assert their rights under these Terms shall not be deemed a waiver of those rights. Any waiver of any provision by Marenda must be in writing and signed by Marenda to have effect.
    6. Contact Information. We welcome your questions or comments regarding the Terms: help@marenda.app.