Welcome to NEAPOLIS Premium Mediterranean Food (PMF)! We are glad you are here! Neapolis Enterprises Inc. (“NEAPOLIS Premium Mediterranean Food (PMF)”) is a Florida corporation.
Throughout this site, the terms “Neapolis”, “we”, “us”, and “our” refer to “NEAPOLIS Premium Mediterranean Food (PMF)” and/or NeapolisMiami.com.
PLEASE REASE THESE TERMS AND CONDITIONS CAREFULLY.
THESE TERMS AND CONDITIONS (“TERMS”) CONTAIN IMPORTANT INFORMATION REGARDING YOUR LEGAL RIGHTS, REMEDIES, AND OBLIGATIONS TO USE OR ACCESS OUR SERVICES, SOFTWARE, MOBILE APPLICATION, AND WEBSITE (THE “SERVICES”) AND NEAPOLIS PRODUCTS (THE “PRODUCTS”). THESE TERMS ALSO GOVERN CERTAIN OF YOUR LEGAL RIGHTS WITH RESPECT OT YOUR USE OF THE SERVICES. PLEASE READ THESE TERMS CAREFULLY BEFORE PURCHASING OR USING THE PRODUCTS OR SERVICES. THESE TERMS (TOGETHER WITH OTHER USER AGREEMENTS, WHERE APPLICABLE) CONSTITUTE A BINDING LEGAL AGREEMENT BETWEEN YOU AND NEAPOLIS (THIS “AGREEMENT”).
IF YOU DO NOT AGREE WITH THESE TERMS, PLEASE DO NOT PURCHASE OR USE OUR PRODUCTS OR SERVICES.
These Terms, together with other user agreements, where applicable, contain the entire understanding of the parties and shall govern your use of this website, including all pages within this website (collectively referred to herein as the “Site”). These Terms apply in full force and effect to your use of this Site and by using this Site, you expressly accept all terms and conditions contained herein in full. You must not use this Site if you have any objection to any of these Terms.
Modifications and Interruptions
Neapolis may revise and update these Terms from time to time for any reason at its sole discretion. All modifications are effective immediately after the change is made. Please review these Terms each time you visit or access the Site to ensure you are aware of any changes. Your continued use of the Site after any changes to these Terms will constitute your acceptance of those changes and modifications. Neapolis may also change or impose fees for Products and Services provided through the Site at any time in its sole discretions.
Neapolis cannot guarantee the Site will be available at all times. We may experience hardware, software, or other problems or need to perform maintenance related to the Site, resulting in interruptions, delays, or errors. We reserve the right to change, revise, update, suspend, discontinue, or otherwise modify the Site at any time or for any reason without notice to you. You agree that we have no liability whatsoever for any loss, damage, or inconvenience cause by your inability to access or use the Site during any downtime or discontinuance of the Site. Nothing in these Terms will be construed to obligate us to maintain and support the Site or to supply any corrections, updates, or releases in connections therewith.
User Eligibility
This site is intended for use ONLY by persons who are eighteen (18) years of older who can form legally binding agreements under applicable law, and any use or access to the Service by anyone under 18 is strictly prohibited and is a violation of these terms.
Licenses
Your right to use this Site is subject to your compliance with these Terms. Conditioned upon such compliance, and your payment of any applicable fees, Neapolis and/or its content providers grant you’re a non-exclusive, limited, revocable, non-sublicensable, non-transferrable license to access and make personal and non-commercial use of the Services. This license does not include any resale or commercial use of any of the Services or its contents or Products. Any collection and use of any product listings, descriptions, or prices; any derivative use of such is strictly prohibited.
You may not use the Site in any jurisdiction where its contents or use is restricted or prohibited by law. You may not use the Site for any purpose other than its intended purpose.
User ID and Password
Any user ID and password you may have for the Site are confidential and you must maintain confidentiality of such information.
Intellectual Property; Site Content
When accessing the Site, you agree to obey the applicable laws and to respect the intellectual property rights of others. You agree that you shall be solely responsible for any violations of any relevant laws and for any infringement of third-party rights caused by you or your affiliates.
Specifically, this Site consists of and contains trademarks, trade names, trade dress, logos, domain names, and service marks (collectively, the “Trademarks”), information, materials, products, and technologies displayed on the Site that are registered or unregistered intellectual property owned by Neapolis and its licensors. Neapolis retains all property rights and interests in and to the Site and its contents. You may not copy, publish, sell, sublicence, lease, transfer, assign, otherwise commercialize, publicly perform or show any information, intellectual property, goods, products, or services provided by the Site without the express written consent of Neapolis. Any unauthorized use of this intellectual property on a third-party website or for commercial purposes is strictly prohibited.
Additional Prohibited Uses:
You shall not use this website in any way that is, or may be, damaging to the Services or Neapolis. You may not use this Site in any way that impacts user access to the Site. You may not use this Site contrary to applicable laws and regulations, or in any way that causes, or may cause, harm to the Site or to any person or business entity. You shall not engage in any data mining, data harvesting, data extracting, or any other similar activity in relation to this Site, or while using this Site. You shall not use this site to engage in any advertising or marketing. You may not alter, modify, adapt, reverse engineer, decompile, disassemble, or hack the Site or our intellectual property. Certain areas of this Site are restricted from access by you, and we may further restrict access by you to any areas of the Site, at any time, in our sole and absolute discretion.
International Users
The Services are controlled, operated, and administered by Neapolis from our offices within the United States of America. If you access the Services from a location outside the United States, you acknowledge and accept that you are responsible for compliance with all local laws. You agree that you will not use the Neapolis Services, content accessed, or Products obtained in any country or in any manner prohibited by any applicable laws, restrictions, or regulations. We make no representations that Products or content on the Services are appropriate or available for use at other locations outside the contiguous United States. You may not use the Service or export the Materials in violation of U.S. export laws and regulations. You represent and warrant that (a) you are not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a “terrorist supporting” country; and (b) you are not listed on any U.S. Government list of prohibited or restricted parties.
Content and Ideas – Users
Neapolis provides functionality that enables users to make available content and ideas in connection with the Site (“Content” and “Ideas”). Any text in Content should be written in English. You acknowledge and agree that you are responsible for all Content and Ideas you make available in connection with the Site. You represent and warrant that: (1) you have the authority to grant the rights in such Content and Ideas as set forth in these Terms; and (2) such Content and Ideas, and the use of such Content and Ideas, will not violated and terms of these Terms. You acknowledge and agree that you will be responsible for the legality, accuracy, appropriateness, originality, and your rights to any such Content and Ideas.
You grant Neapolis a royalty-free, perpetual, irrevocable, worldwide, unlimited, nonexclusive license to use, reproduce, create derivative work from, modify, publish, edit, translate, distribute, perform and display (publicly or otherwise) any Content that you make available, in any media or medium, and in any form, format, or forum now known or hereafter developed. You further agree that we are free to use any Ideas for any purpose. We may sublicense our rights in Content and Ideas through multiple tiers of sublicenses. Neapolis is, and will be, under no obligation to maintain any Content or Idea in confidence, to pay any compensation for any Content or Idea, or to respond to any Content or Idea. You grant Neapolis the right to use any name associated with any Content or Idea that you make available to Neapolis, although we have no obligation to exercise such right, or to otherwise provide any attribution for any Content or Idea.
Personal Information
Your submission of personal information through the Services is governed by our Privacy Policy. You agree to and accept responsibility for keeping all your account information current, including name, credit card information, telephone number, and email address. You can update your information anytime that you place an order. You agree that you will not provide fraudulent information and that you are solely responsible for any information you provide to us. You will comply with all laws applicable to your activities on the Site and with these Terms.
ACCOUNT TERMS
We reserve the right to refuse service to anyone for any reason at any time.
Products or Services
Some products or services may only be available online through the Site. These products and services have limited quantities and are subject to return or exchange based on our Return Policy.
We have made every effort to visualize as accurately as possible the features and images of our products appearing in the store. We cannot guarantee that the product or packaging is different. Actual product packaging and material may contain more and/or different information than that shown on our Site. For these reasons, you should not rely on the information presented, but should always read labels, warnings, and directions before using or consuming a product. For additional information about a product, please contact the manufacturer.
We reserve the right, but are not obligated, to limit the sales of our products or services to any person, geographic area, or jurisdiction. We reserve the right to limit the quantities of the products or services we offer. All product descriptions or product prices are subject to change at any time and without notice, at our sole discretion. We reserve the right to discontinue any product at any time. Any offer for any product or service made on this Site is void where prohibited.
We do not guarantee that the quality of any product, service, information, or other material purchased or obtained from Neapolis will meet your expectations or that any errors in the Service will be corrected.
Product and Pricing Information
The prices of Neapolis products are quoted on the Site from time to time. Prices include VAT but exclude delivery costs, which will be automatically added (at the cost shown) to the total amount due when you view the items in your shopping cart and have selected your delivery method. Prices and delivery costs are subject to change at any time.
Payment for all orders must be made by credit or debit card on the checkout page. We accept payment by most major credit and debit cards. You should be aware that online payment transactions are subject to validation checks by your card issuer, and we are not responsible if your card issuer declines to authorize payment for any reason. We also carry out a standard pre-authorization check on your payment card, and Neapolis products will not be dispatched until this pre-authorization check has been completed. Please note, it is possible that your card issuer may charge you an online handling fee or processing fee. We are not responsible for this.
Pricing and Payment Terms
You agree to provide current, complete, and accurate purchase and account information for all purchases made on the Site. You agree to promptly update your account and other information, including your e-mail address and credit card numbers and expiration dates, so that we can complete your transactions and contact you as needed. Providing any inaccurate information constitutes a breach of these Terms and may result in order cancellation. Prior to accepting an order, we may also request additional information from you.
By confirming your purchase at the end of the checkout process, you agree to accept and pay for the item(s). You will be charged for your order at the time the order is placed.
Terms of Promotions
From time to time, we may make certain offers, sales, Promo Codes, offer cards, gift codes, services, discounts, coupon offerings, giveaways, promotions credits, Cash Rewards, free samples, specials, user-generated content opportunities, contests, sweepstakes, and other promotions (each a “Promotion” and, collectively, the “Promotions”) available to you. Promotions may be publicized on the Site, through advertisements, and/or through other marketing channels. If you participate in, use, or apply any Promotion, you will be subject to the Terms and any additional terms, conditions, rules, and policies applicable to the Promotion.
Unless otherwise disclosed in any applicable Promotion-specific terms, disclaimers, conditions, rules, or policies, Promotions are not combinable with other Promotions, have expiration dates, cannot be applied to past purchases, are subject to certain caps and limitations, are only valid for their intended audience, are non-transferrable, cannot be redeemed for cash or any cash equivalent, can only be used once per household, can only be redeemed though the Services and may be modified, replaced, suspended or terminated by Neapolis at any time at Neapolis’ sole discretion. Certain Promotions shall only be applicable on repeat orders. Neapolis determines, in its sole discretion, the accrual rates, redemption amounts and thresholds, and method and timing for the application or implementation of any Promo Code, Cash Rewards, discount, promotional credits or other Promotion and/or any other restrictions as may be determined and communicated by Neapolis will be honored at checkout. Theft, reproduction, duplicate requests and/or other behavior intended to circumvent the proper redemption of Promotions is prohibited and may constitute fraud. Neapolis may exclude certain product categories, certain specific products, and certain brands from Promotions from time to time at its sole discretion.
Shipping Address
To make a purchase on the Site, you must have a shipping address in the contiguous United States.
Third-Party Links
Certain contents, products, and services available via the Services may include materials from third parties. Third-party links on this site may direct you to third-party websites that are not affiliated with us. We are not responsible for examining or evaluation the content or accuracy and we do not warrant and will not have any liability or responsibility for third-party materials or websites, or for any other materials, products, or services of third parties. We are not liable for any harm or damages related to the purchase or use of goods, services, resources, content, or any other transactions made in connection with any third-party websites. Please review carefully the third party’s policies and practices and make sure you understand them before you engage in any transaction. Complaints, claims, concerns, or questions regarding third-party products should be directed to the third party. YOUR USE OF THIRD-PARTY SERVICES IS AT YOUR OWN RISK.
Links by You to the Services
We grant you a limited, non-exclusive, revocable, non-assignable, personal, and non-transferrable license to create hyperlinks to the Services, so long as: (a) the links only incorporate text, and do not use any trademarks, (b) the links and the content on your website do not suggest any affiliation with Neapolis or cause any other confusion, (c) the links and the content on your website do not portray Neapolis or its products or services in a false, misleading, derogatory, or otherwise offensive manner, and (d) the links and content do not contain content that is unlawful, offensive, lewd, obscene, lascivious, filthy, violent, threatening, harassing, abusive, or that violate any right of any third-party or are otherwise objectionable to Neapolis. We reserve the right to suspend or prohibit linking to the Services for any reason, at Neapolis’ sole discretion, without advance notice or any liability of any kind to you or any third-party.
DISCLAIMERS
Price and Availability
From time to time, products you order may be unavailable. All orders are subject to review and acceptance by Neapolis. All prices are subject to change without notice, and your order may not be accepted. Your receipt of an electronic or other form of order confirmation does not signify our acceptance of your order, nor does it constitute confirmation of our offer to sell. Neapolis reserves the right at any time after receipt of your order to accept or decline your order for any reason. Neapolis reserves the right at any time after receipt of your order, without prior notice to you, to supply less than the quantity your ordered of any item.
Information Provided on Our Services
The content that appears on our Services is for educational and informational purposes only. We strive to provide useful and accurate information. However, errors may appear from time to time. We make no warranty as to the reliability, accuracy, timeliness, usefulness, or completeness of the information presented on the Services. Any pricing shown or offered through the Services is considered an estimate only and is subject to change. Please contact us if you have questions about pricing.
Errors, Inaccuracies, and Omissions
From time to time, there may be information on the Site or in the Services that contains typographical errors, inaccuracies or omissions that may relate to product descriptions, pricing, promotions, offers, product shipping charges, transit times and availability. We reserve the right to correct any errors, inaccuracies, or omissions, and to change or update information or cancel orders if any information in the Services or on any related website is inaccurate at any time without prior notice (including after you have submitted your order).
We undertake no obligation to update, amend, or clarify information in the Service or on any related website, including, without limitation, pricing information, except as required by law.
Healthcare, Health, and Wellness Content
Any healthcare, health, and/or wellness content presented on the Services is for general informational purposes ONLY. Such content is not intended to replace or serve as a substitute for professional medical advice, diagnosis, or treatment, nor is it intended as a guarantee of improvement of specific conditions or weight loss. You should regularly consult a physician or other health care provider in all matters relating to physical or mental health, particularly concerning any symptoms that may require a diagnosis or medical attention. Talk to your doctor or pharmacist before taking any medication (including any herbal supplements). Only your doctor or pharmacist can provide you with advice on what is safe and effective for you.
You should not use this information as a self-diagnosis for treating a health problem or disease. Contact your healthcare provider immediately if you suspect that you have a medical problem.
If the Services include information about herbal therapies and other dietary supplements, you should be aware that such information is not regulated in the United States by the Food and Drug Administration. Additionally, the manufacture and distribution of herbal substances is not regulated in the United States and no quality standards currently exist. Because of the unregulated nature of the herbal medicine and supplement industry, you should discuss these substances with your doctor or pharmacist.
Release
Neapolis provides information through the Services solely for your information and enjoyment. Your use of the Services is strictly voluntary. You agree to use your good judgment and reasonable care prior to making any changes to your lifestyle or diet.
AS PERMITTED BY APPLICABLE LAW, YOU KNOWINGLY AND VOLUNTARITY DO HEREBY INDEMNIFY, RELEASE, ACQUIT, WAIVE, FOREVER DISCHARGE, AND COVENANT NOT TO SUE NEAPOLIS, ITS EMPLOYEES, AGENTS, ANY RELATED AFFILIATE AND/OR SUBSIDIARY ENTITIES FROM AND AGAINST ANY AND ALL LIABILITIES, COSTS AND EXPENSES (INCLUDING WITHOUT LIMITATION, ANY REASONABLE CONSULTANT OR ATTORNEY’S FEES AND EXPENSES) RELATING TO OR ARISING OUT OF ANY CLAIMS, DEMANDS, OR CAUSES OF ACTION OF EVERY KIND AND CHARACTER AS A RESULT OF THE CONTENT, INFORMATION, AND MATERIALS OFFERED BY NEAPOLIS THROUGH THE SERVICES.
Notwithstanding anything to the contract and for the purposes of clarity, this section does not expand or limit any express, written product terms that are provided by us or our suppliers with regard to a physical product sold to you or liability for direct damages for personal injury caused by a product manufactured, sold or provided by Neapolis or its suppliers or to the extent liability is not waivable or cannot be limited under applicable law.
Privacy Policy and Additional Policies
In addition to these Terms, your use of the Services and purchase of Products is subject to Neapolis’ “Additional Policies”, including but not limited to the Privacy Policy, Cookie Policy, and Shipping and Return Policies. These policies are hereby incorporated into this Agreement by reference. If there is a conflict between this Agreement and the Additional Policies for the activity in which you choose to participate in, the Additional Policy(ies) shall govern.
LIMITATION OF LIABILITY
YOU EXPRESSLY AGREE THAT USE OF THE SERVICES, THE SITE, AND THE INTERNET IS ENTIRELY AT YOUR OWN RISK.
SUBJECT TO ALL APPLICBLE LAW, INCLUDING WITH RESPECT TO PERSONAL INJURY OR NON-WAIVABLE STATUTORY RIGHTS UNDER FLORIDA LAW, IN NO EVENT SHALL NEAPOLIS OR ITS OFFICERS, EMPLOYEES, SHAREHOLDERS, AGENTS OR AFFILIATES (A) BE LIABLE TO THE USER WITH RESPECT TO USE OF THE SERVICES, SITE, THE CONTENT OR THE MATERIALS CONTAINED IN OR ACCESSED THROUGH THE SITE (INCLUDING WITHOUT LIMITATION ANY DAMAGES CAUSED BY OR RESULTING FROM RELIANCE BY A USER ON ANY INFORMATION OBTAINED FROM NEAPOLIS), OR ANY DAMAGES THAT RESULT FROM MISTAKES, OMISSSION, INTERRUPTIONS, DELETION OF FILES OR EMAIL, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT RESULTING FROM ACTS OF GOD, COMMUNICATION FAILURES, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO NEAPOLIS RECORDS, PROGRAMS, OR SERVICES AND/OR (B) BE LIABLE TO THE USER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE, OR EXEMPLARY DAMAGES, INCLUDING WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, LOST PROFITS, LOSS, THEFT OR CORRUPTION OF USER INFORMATION OR THE INABILITY TO USE THE SERVICES OR ANY OF THEIR FEATURES. THE USER’S SOLE REMEDY IS TO CEASE USE OF THE SERVICES.
NOTWITHSTANDING THE FOREGOING, THIS SECTION DOES NOT EXPAND OR LIMIT (A) ANY EXPRESS, WRITTEN PRODUCT WARRANTY OR RELATED DISCLAIMERS THAT ARE PROVIDED BY NEOPOLIS OR ITS SUPPLIERS WITH REGARD TO A PHYSICAL PRODUCT SOLD BY NEAPOLIS PARTIES TO YOU, OR ANY WARRANTY ON A PHYSICAL PRODUCT TO THE EXTENT REQUIRED BY APPLICABLE LAW; (B) NEOPOLIS’ LIABILITY FOR PERSONAL INJURY TO YOU CAUSED BY NEOPOLIS TO THE EXTENT NOT WAIVABLE UNDER APPLICABLE LAW; OR (C) ANY CAUSE OF ACTION YOU MAY HAVE AGAINST NEOPOLIS THAT IS NOT WAIVABLE UNDER APPLICABLE LAW.
Indemnification
You agree to indemnify, defend, and hold harmless Neapolis and our parent, subsidiaries, affiliates, partners, officers, directors, agents, contractors, licensors, service providers, subcontractors, suppliers, interns and employees, harmless from any claim or demand, including reasonable attorneys’ fees, made by any third-party due to or arising out of your breach of these Terms or the documents they incorporate by reference, or your violation of any law or the rights of a third-party.
Waiver of Injunctive or Other Equitable Relief
IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THIS SITE OR THE SERVICES, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPERABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN INJUNCTIVE OR EQUITABLE REQLIEF IN ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITAITION OF ANY WEBSITE, APPLICATION, CONTENT, USER CONTENT, PRODUCT, SERVICE, OR INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY NEAPOLIS (INCLUDING YOUR LICENSED CONTENT) OR A LICENSOR OF NEAPOLIS OR ITS AFFILIATES.
Remedies
You acknowledge that any violation, or threatened violation, of these Terms constitutes and unlawful and unfair business practice that could cause irreparable harm for which monetary damages may be difficult to ascertain. You also agree that monetary damages would be inadequate for such harm. You therefore agree that Neapolis shall be entitled, in addition to its other rights, to seek and obtain injunctive or equitable relief that we deem necessary or appropriate for any violation of these Terms without the filing or posting of any bond or surety. These remedies are in addition to other remedies we may have at law or in equity.
If Neapolis takes action against you as a result of your violation of these Terms, we will be entitled to recover from you, and you agree to pay, all reasonable attorneys’ fees and costs of such action, in addition to any other relief granted to Neapolis.
Governing Law
You agree that all matters relating to your access to or use of the Services, including all disputes, will be governed by the laws of the United States and by the laws of the State of Florida without regard to its conflict of laws provisions. You agree to the personal jurisdiction by and venue in the state and federal courts in Miami-Dade County, Florida, and waive any objection to such jurisdiction or venue. The preceding provision regarding venue dos not apply where prohibited by applicable law.
Dispute Resolution
PLEASE READ THIS PROVISION CAREFULLY. IT AFFECTS YOUR LEGAL RIGHTS.
Any dispute arising out of or relating to this Agreement, including the alleged breach, termination, validity, interpretation, and performance thereof (“Dispute”) shall be resolved with the following procedures:
A. Negotiation
The parties shall attempt in good faith to resolve any Dispute amicably. In no event shall any Party commence any judicial or arbitral proceeding against another Party without first providing to the other Party to the Dispute written notice of the Dispute with sufficient detail, including reference to the contractual provisions at issue, to allow the other Party to evaluate the dispute and negotiate its resolution. Upon written notice of any Dispute, the parties shall attempt to resolve it promptly by negotiation between persons who have authority to settle the Dispute and this process shall be completed within 30 days (the “Negotiation”).
B. Mediation
If the Dispute has not been resolved by negotiation in accordance with Paragraph A, then the parties shall proceed to mediation unless a different timeframe is mutually agreed to by the Parties. A “Notice of Mediation” shall be served, signifying that the Negotiation was not successful and to commence the mediation process. The parties shall agree on a mediator; however, if they cannot agree within 14 days then the parties agree to endeavor to settle the Dispute by mediation administered by the American Arbitration Association under its Commercial Mediation Procedures before resorting to arbitration. The mediation session shall be held within 45 days of the retention of the mediator, and last for at least on full mediation day before any party has the option to withdraw from the process. The parties may agree to continue the mediation process beyond one day, until there is a settlement agreement, or one party (or the mediator) states there is not reason to continue because of an impasse that cannot be overcome and sends a “Notice of Termination of Mediation”. All reasonable efforts shall be made to complete the mediation within 30 days of the first mediation session.
During the course of the mediation, no party can assert the failure to fully comply with paragraph A as a reason not to proceed or to delay the mediation. The service of the Notice of Mediation shall stay the running of any applicable statute of limitations regarding the Dispute until 30 days after the parties agree that the mediation is concluded of the mediation issues a Notice of Impasse. Each side shall bear an equal share of the mediation costs unless the parties agree otherwise.
All communications, both written and oral, during Phases A and B are confidential and shall be treated as settlement negotiations for purposes of applicable rules of evidence; however, documents generated in the ordinary course of business prior to the Dispute that would otherwise be discoverable do not become confidential simply because they are used in the Negotiation and/or Mediation process.
The process shall be confidential based on terms acceptable to the mediator and/or mediation service provider.
C. Arbitration
Any Dispute not resolved through negotiation or mediation in accordance with paragraphs A and B shall be resolved by final and binding arbitration administered by the American Arbitration Association (“AAA”) in accordance with its Commercial Arbitration Rules and judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration will be held online using one (1) neutral arbitrator, unless the Dispute exceeds one million dollars ($1,000,000.00) in which case there shall be three (3) neutral arbitrators as a panel. The arbitrator(s) may award costs and/or attorneys’ fees to the prevailing party. The parties understand that arbitration is final and binding and that they are waiving their rights to other resolutions proceedings. The laws of the State of Florida shall be applied in any arbitration proceedings, without regard to principles of conflict of laws.
Class Action Waiver
The Parties agree that they will resolve any disputes, claims, or controversies on an individual basis, and that any claims brought under these Terms in connection with the Services will be brought in an individual capacity, and not on behalf of, or as part of, any purported class, consolidated, or representative proceeding. The parties further agrees that we and you shall not participate in any consolidated, class, or representative proceeding (existing or future) brought by any third party arising under these Terms or in in connection with the Services.
The parties acknowledge that this class action waiver is material and essential to the arbitration of any disputes between the parties and is non-severable from the agreement to arbitrate claims. If any court or arbitrator determines that the class action waiver set forth in this section is void or unenforceable for any reason or that arbitration can proceed on a class basis, then the disputes, claims or controversies will not be subject to arbitration and must be litigated in federal court located in Miami, Florida.
MISCELLANEOUS
No Agency Relationship
Neither these Terms not any materials, programs, offers, features, or services of Neapolis create any partnership, joint venture, employment, or other agency relationship between Neapolis, it Affiliates, and you, You may not enter into any contract on our behalf or bind us in any way.
Assignment
Neapolis may assign its rights and obligations under these Terms and any Additional Terms, in whole or in part, to any party at any time without notice. These Terms and any Additional Terms may not be assigned by you, and you may not delegate your duties under them, without the prior written consent of Neapolis.
Connectivity
You are responsible for obtaining and maintaining all devices and other equipment and software, and all internet service provider(s), mobile service(s), and other service(s) needed for your access to and use of the Site or Services and you will be responsible for all charges related to them.
Notices
We may give notice to you of a change in these Terms and any other matter through a general posting on the Neapolis Site, or any other means determined at our sole discretion.
Term, Termination, and Survival
This Agreement shall be effective as of the date (the “Effective Date”) the User accepts terms herein or first accesses, downloads or uses any of the services or information on the site and shall remain in effect for so long as the User uses or accesses any of the Services (the “Term”).
We may suspend or terminate your account or cease providing you with all or part of the Services at any time for any or no reason, including, but not limited to: (1) if we believe you have violated these terms; (2) if you create a risk or possible legal liability; (3) if we suspect that you have engaged in fraudulent activity; (4) prolonged inactivity; or (5) our provision of the Services to you in no longer viable.
Upon termination of the Term, the User shall no longer be permitted to access the Services. Unless otherwise provided in these Terms, you will not be entitled to any refunds. Any outstanding balance owed to Neapolis for your use of the Service during the Term will immediately become due and payable in full.
The terms herein that contemplate obligations after the Term, including but not limited to Indemnification, Disclaimer, Limitation of Liability, Controlling Law, Severability, and Confidentiality, shall survive terminations.
Severability
In the event that any provision of these Terms is determined to be unlawful, void, or unenforceable, such provision shall nonetheless be enforceable, to the fullest extent permitted by applicable law, and the unenforceable portion shall be deemed to be severed from these Terms, such determination shall not affect the validity and enforceability of any other remaining provisions.
No Waiver; Entire Agreement; Ambiguities
The failure of either party to exercise or enforce any right or provision of these Terms shall not constitute a waiver of such right or provision. These Terms and any documents incorporated herein, constitute the entire agreement and understanding between you and Neapolis and govern your use of the Services, superseding any prior or contemporaneous agreements, communications, and proposals, whether oral or written, between you and Neapolis (including, but not limited to, any prior versions of these Terms). Any ambiguities in the interpretation of these Terms shall not be construed against the drafting party.
Contact Information
Questions about these Terms should be sent to us at NeapolisPMF@gmail.com