TERM AND CONDITIONS
Updated July 2021
TERMS AND CONDITIONS
BY VISITING Girl Code:WIN, or any of our associated sites, YOU ARE CONSENTING TO OUR TERMS AND CONDITIONS.
The terms “we,” “us,” and “our” refer to Twana Moore . The term the “Site” refers to Girl Code:WIN.com, or associated marketing sites. The terms “user,” “you,” and “your” refer to site visitors, customers, and any other users of the site.
This website sells professional services, online courses, free educational resources, a blog, audio recordings, design assets, and more. (the “Service”).
Use of Girl Code:WIN, including all materials presented herein and all online services provided by Twana Moore, is subject to the following Terms and Conditions. These Terms and Conditions apply to all site visitors, customers, and all other users of the site. By using the Site or Service, you agree to these Terms and Conditions, without modification, and acknowledge reading them.
USE OF THE SITE AND SERVICE
To access or use the Site, you must be 18 years of age or older and have the requisite power and authority to enter into these Terms and Conditions. Children under the age of 18 are prohibited from using the Site. Information provided on the Site and in the Service related to these services and other information are subject to change. Twana Moore makes no representation or warranty that the information provided, regardless of its source (the “Content”), is accurate, complete, reliable, current, or error-free. Twana Moore disclaims all liability for any inaccuracy, error, or incompleteness in the Content.
In order to use the Service, you may be required to provide information about yourself including your name, email address, username and password, and other personal information. You agree that any registration information you give to Twana Moore will always be accurate, correct, and up to date. You must not impersonate someone else or provide account information or an email address other than your own. Your account must not be used for any illegal or unauthorized purpose. You must not, in the use of the Service, violate any laws in your jurisdiction.
You may use the Site and Service for lawful purposes only. You agree to be financially responsible for all purchases made by you or someone acting on your behalf through the Site. You agree to use the Site and to purchase services or products through the Site for legitimate, non-commercial purposes only. You shall not post or transmit through the Site any material which violates or infringes the rights of others, or which is threatening, abusive, defamatory, libelous, invasive of privacy or publicity rights, vulgar, obscene, profane, or otherwise objectionable, contains injurious formulas, recipes, or instructions, which encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any law.
REFUSAL OF SERVICE
The Services are offered subject to our acceptance of your order or requests. We reserve the right to refuse service to any order, person or entity, without the obligation to assign reason for doing so. No order is deemed accepted by us until payment has been processed. We may at any time change or discontinue any aspect or feature of the Site or Service, subject to us fulfilling our previous responsibilities to you based on acceptance of your payment.
We will email you to confirm the placement of your order and with details concerning product delivery. In the event that there is an error in this email confirmation, it is your responsibility to inform us as soon as possible.
CANCELLATIONS, REFUNDS & RETURNS
No returns are accepted after 14 days of purchase. Deposits and payments made for 1-on-1 work are non-refundable, since they coincide with work delivered.
We endeavor to describe and display the Service as accurately as possible. While we try to be as clear as possible in explaining the Service, please do not accept that the Site is entirely accurate, current, or error-free. From time to time we may correct errors in pricing and descriptions. We reserve the right to refuse or cancel any order with an incorrect price listing.
MATERIAL YOU SUBMIT TO THE SITE
You shall not upload, post or otherwise make available on the Site any artwork, photos, or other materials (collectively “Materials”) protected by copyright, trademark, or other proprietary right without the express written permission of the owner of the copyright, trademark, or other proprietary right, and the burden of determining that any Materials are not so protected rests entirely with you. You shall be liable for any damage resulting from any infringement of copyrights, trademarks, or other proprietary rights, or any other harm resulting from such a submission. For all Materials submitted by you to the Site, you automatically represent or warrant that you have the authority to use and distribute the Materials, and that the use or display of the Materials will not violate any laws, rules, regulations, or rights of third parties.
INTELLECTUAL PROPERTY RIGHTS TO YOUR MATERIALS
We claim no intellectual property rights over the material you supply to Twana Moore or Girl Code:WIN. You retain copyright and any other rights you may rightfully hold in any content that you submit through the Site or Service. Content you submit to Twana Moore remains yours to the extent that you have any legal claims therein. You agree to hold Twana Moore harmless from and against all claims, liabilities, and expenses arising out of any potential or actual copyright or trademark misappropriation or infringement claimed against you. By posting material on the Site, you grant us a worldwide, nonexclusive, irrevocable license to use the material for promotional, business development, and marketing purposes.
OUR INTELLECTUAL PROPERTY
The Site and Service contain intellectual property owned by Twana Moore, including trademarks, copyrights, proprietary information, and other intellectual property. You may not modify, publish, transmit, participate in the transfer or sale of, create derivative works from, distribute, display, reproduce or perform, or in any way exploit in any format whatsoever any of the Site or Service
Content or intellectual property, in whole or in part, without our prior written consent. We reserve the right to immediately remove you from the Service, without refund, if you are caught violating this intellectual property policy.
We may at any time amend these Terms and Conditions. Such amendments are effective immediately upon notice to you by us posting the new Terms and Conditions on this Site. Any use of the Site or Service by you after being notified means you accept these amendments. We reserve the right to update any portion of our Site and Service, including these Terms and Conditions, at any time. We will post the most recent versions to the Site and list the effective dates on the pages of our Terms and Conditions.
LIMITATION OF LIABILITY
YOU AGREE THAT UNDER NO CIRCUMSTANCES SHALL WE BE LIABLE FOR DIRECT, INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE, EXEMPLARY, OR ANY OTHER DAMAGES ARISING OUT OF YOUR USE OF THE SITE OR SERVICE. ADDITIONALLY, Twana Moore IS NOT LIABLE FOR DAMAGES IN CONNECTION WITH (I) ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, DENIAL OF SERVICE, ATTACK, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, OR LINE OR SYSTEM FAILURE; (II) LOSS OF REVENUE, ANTICIPATED PROFITS, BUSINESS, SAVINGS, GOODWILL OR DATA; AND (III) THIRD PARTY THEFT OF, DESTRUCTION OF, UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF YOUR INFORMATION OR PROPERTY, REGARDLESS OF OUR NEGLIGENCE, GROSS NEGLIGENCE, FAILURE OF AN ESSENTIAL PURPOSE AND WHETHER SUCH LIABILITY ARISES IN NEGLIGENCE, CONTRACT, TORT, OR ANY OTHER THEORY OF LEGAL LIABILITY. THE FOREGOING APPLIES EVEN IF Twana Moore HAS BEEN ADVISED OF THE POSSIBILITY OF OR COULD HAVE FORESEEN THE DAMAGES. IN THOSE STATES THAT DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR THE DAMAGES, OUR LIABILITY IS LIMITED TO THE FULLEST POSSIBLE EXTENT PERMITTED BY LAW. IN NO EVENT SHALL Twana Moore’s CUMULATIVE LIABILITY TO YOU EXCEED THE TOTAL PURCHASE PRICE OF THE SERVICE YOU HAVE PURCHASED FROM Twana Moore, AND IF NO PURCHASE HAS BEEN MADE BY YOU Twana Moore’s CUMULATIVE LIABILITY TO YOU SHALL NOT EXCEED $100.
THIRD PARTY RESOURCES
The Site and the Service contain links to third party websites and resources. You acknowledge and agree that we are not responsible or liable for the availability, accuracy, content, or policies of third-party websites or resources. Links to such websites or resources do not imply any endorsement by or affiliation with Twana Moore. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources.
You shall indemnify and hold us harmless from and against any and all losses, damages, settlements, liabilities, costs, charges, assessments, and expenses, as well as third party claims and causes of action, including, without limitation, attorney’s fees, arising out of any breach by you of any of these Terms and Conditions, or any use by you of the Site or Service. You shall provide us with such assistance, without charge, as we may request in connection with any such defense, including, without limitation, providing us with such information, documents, records, and reasonable access to you, as we deem necessary. You shall not settle any third-party claim or waive any defense without our prior written consent.
EFFECT OF HEADINGS
The subject headings of the paragraphs and subparagraphs of this Agreement are included for convenience only and shall not affect the construction or interpretation of any of its provisions.
ENTIRE AGREEMENT; WAIVER
This Agreement constitutes the entire agreement between you and Twana Moore pertaining to the Site and Service and supersedes all prior and contemporaneous agreements, representations, and understandings between us. No waiver of any of the provisions of this Agreement by Twana Moore shall be deemed, or shall constitute, a waiver of any other provision, whether or not similar, nor shall any waiver constitute a continuing waiver. No waiver shall be binding unless executed in writing by Twana Moore.
All notices, requests, demands, and other communications under this Agreement shall be in writing and properly addressed as follows:
PO Box 42
St. Charles, MO 63302
GOVERNING LAW; VENUE; MEDIATION
This Agreement shall be construed in accordance with, and governed by, the laws of the State of MO as applied to contracts that are executed and performed entirely in MO. The exclusive venue for any arbitration or court proceeding based on or arising out of this Agreement shall be St. Charles, MO. The parties agree to attempt to resolve any dispute, claim, or controversy arising out of or relating to this Agreement by mediation, which shall be conducted under the then current mediation procedures of The CPR Institute for Conflict Prevention & Resolution or any other procedure upon which the parties may agree. The parties further agree that their respective good faith participation in mediation is a condition precedent to pursuing any other available legal or equitable remedy, including litigation, arbitration, or other dispute resolution procedures.
RECOVERY OF LITIGATION EXPENSES
If any legal action or any arbitration or other proceeding is brought for the enforcement of this Agreement, or because of an alleged dispute, breach, default, or misrepresentation in connection with any of the provisions of this Agreement, the successful or prevailing party or parties shall be entitled to recover reasonable attorney’s fees and other costs incurred in that action or proceeding, in addition to any other relief to which it or they may be entitled.
If any term, provision, covenant, or condition of this Agreement is held by an arbitrator or court of competent jurisdiction to be invalid, void, or unenforceable, the rest of the Agreement shall remain in full force and effect and shall in no way be affected, impaired, or invalidated.
These Terms and Conditions bind and inure to the benefit of the parties’ successors and assigns. These Terms and Conditions are not assignable, delegable, sub-licensable, or otherwise transferable by you. Any transfer, assignment, delegation, or sublicense by you is invalid.
Girl Code: WIN Society Terms and Conditions
1. Using the Service
a. How It Works.
Girl Code: WIN Society enables people to participate in a community for a fee. People who sign up for membership, do so to connect with each other, to message, and to exchange information and content.
b. Who can join Girl Code: WIN Society.
You must be at least the age of majority in the state or country where you live in order to participate in the Girl Code: WIN Society.
e. Play Nice.
We hope you will take care to keep your interaction with others a positive experience for everyone. You agree to follow the Mighty Networks Acceptable Use Policy at all times. We reserve the right, but have no obligation or liability for, monitoring any interactions with other Members of the Service. You may also submit a complaint or concern about another Member to firstname.lastname@example.org.
You may close your Member account at any time by going to account settings and disabling your account. We may suspend your use of the Service or the Service at any time for any reason, without any notice. We may terminate your account if you violate the Mighty Networks Acceptable Use Policy for any other reason.
We welcome your feedback and suggestions about how to improve the Girl Code: WIN Society. Submit feedback at email@example.com. By submitting feedback, you agree to grant us the right to use it for free.
2. Your Content Stays Yours: You keep complete ownership of all content, but give us permission to run Girl Code: WIN Society, such that your content shows up, but that’s it. Make sure you have permission to use content that you post on Girl Code: WIN Society.
a. Your Content.
The Service enables you to add posts, articles, photos, videos, questions, polls, links, files, events, groups, and chat with other Members. All material that you upload, publish or display to others via the Girl Code: WIN Society is “Your Content.” Material that a Member uploads, publishes, or displays to others via a Mighty Network is “User Generated Content”. Your Content, including User Generated Content, does not include Data (defined below).
b. You (and the people you license Your Content from) keep complete ownership of all Your Content. By posting Your Content on the Service, you grant us a license to show it on our Girl Code: WIN Society community, but you and your licensors still own it.
c. Play Nice.
You agree to follow the Mighty Networks Acceptable Use Policy. Do not infringe the intellectual property and personal rights with Your Content. You accept responsibility if Your Content violates the intellectual property or personal rights of others. You agree to pay all royalties, fees, and any other monies owed to any person by reason of any of Your Content. We are not obligated, but reserve the right, to remove or suspend, in whole or part, your Content that violates the Mighty Networks Acceptable Use Policy or for any other reason.
3. Copyright and Trademark Policies
The Mighty Networks Copyright Policy and Mighty Networks Trademark Policy are incorporated by reference into this Agreement. If you believe that your intellectual property is being violated on the Service, you can submit a complaint and request for takedown of specific material at firstname.lastname@example.org.
4. Our Content and Materials
b. Our Content and Materials
All right, title, and interest in the Service, including the Mighty Networks buttons, badges, logos, widgets, text, images, design, software, documentation, source code, algorithms, graphics, photographs, video and audio files, other files, data, and the selection, arrangement, structure, coordination, and “look and feel” thereof (excluding Your Content, User Generated Content, third-party web services or third-party content linked to or posted within the Service) (collectively “Our Content and Materials”) are the property of Mighty Software, Inc. and/or its licensors Copyright ©2018 Mighty Software Inc. and/or its licensors. The Mighty Networks name and logo, the Mighty Networks mark, the Mighty Networks logo are trademarks and service marks of Mighty Networks. We retain all right, title, and interest in and to the Data and Our Content and Materials. Except as expressly provided in these terms, you agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit Our Content and Materials or Data without our express written permission.
c. Our Licenses to You.
Subject to these terms, including our Mighty Networks Acceptable Use Policy, we grant you a limited, non-exclusive license to use and access Our Content and Materials and the Service. We may terminate this license at any time for any reason. Except for the rights and license granted in these terms, we reserve all other rights and grant no other rights or licenses, implied or otherwise.
d. No Endorsement or Screening.
Please note that the Service contains access to third-party content and other interactions over which we have no control. We assume no responsibility for, nor do we endorse, screen, or approve the content, offerings, or materials made available to you within a Mighty Network, or the conduct of parties who participate in a Mighty Network.
5. Rights and Obligations of Hosts
a. Contact Information of Members.
The name and contact information of Members who register to join a specific Mighty Network is made available to that Mighty Network’s Hosts in order to facilitate communications. A Host may use the contact information of Members solely to communicate with a Member for purposes related to the Mighty Network or the reasonably assumed interests of the Member who has joined the Mighty Network. In no event may a Host: i) sell contact information of a Member to a third-party, or ii) or use or disclose it for commercial purposes unrelated to the Mighty Network or the interest of Member who joined the Mighty Network.
b. Member Data.
Hosts are provided access to certain Data, which may be aggregated or personalized, in order to facilitate Member engagement and communications. The Host may not sell or share Data accessible from the Service to third parties.
c. Representation and Warranty of Hosts.
If you are a Host, it is important for you to respect and honor the trust of Members who join the Mighty Network you created. If you are a Host, you represent and warrant that, in your communications with Members and handling of Data, you: i) will comply with all applicable laws and regulations; and ii) will honor the restrictions set forth in Sections 5(a) and 5(b). If you are a Host, you also represent and warrant that all advertising, sponsorships, and promotions you introduce to your Mighty Network will comply with all applicable laws, regulations, and industry guidelines, including but not limited to the FTC December 2015 guidance regarding native advertising. If you are a Host with Members in the European Union, you represent and warrant that you have obtained user consent prior to sending emails outside of the Service, as EU law requires opt-in consent for emails. You must provide a means of opting-out of any emails.
d. Takedown Assistance.
In the event that a party misdirects a takedown request directly to the Host (within or outside of the Service), the Host will redirect the takedown request directly to email@example.com within two (2) business days.
e. Data Processing Addenda.
If you are a Host, effective May 25, 2018, this Agreement includes the EU Data Processing Addendum. If you are a host, this agreement includes the CCPA Data Processing Addendum, effective January 1, 2020.
6. Integrated Services
7. Premium Services
If you select a portion of the Service for which a fee applies (“Premium Service”), you agree to pay the applicable fee when you sign up. For a Premium Service, you will be required to select a payment plan and instrument for payment. For Premium Services, additional terms may apply, and you may be asked to agree to additional terms by separate agreement.
b. No Refund at Termination.
If you as a member terminate your Premium Service, we will not refund any payment of your unused Premium Service.
If we terminate your Premium Service for violation of the terms of this Agreement or our policies, we will not refund any amount paid for unused Premium Service.
8. Disclaimers and Limitation of Liability
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF MIGHTY SOFTWARE, INC. ENTITIES TO YOU. “MIGHTY SOFTWARE, INC. ENTITIES” MEANS MIGHTY SOFTWARE, INC., AND ANY SUBSIDIARIES, AFFILIATES, RELATED COMPANIES, SUPPLIERS, LICENSORS AND PARTNERS, AND THE OFFICERS, DIRECTORS, EMPLOYEES, AGENTS, AND REPRESENTATIVES OF EACH OF THEM. EACH PROVISION BELOW APPLIES TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW:
a. WE ARE PROVIDING YOU THE SERVICE, ALONG WITH OUR CONTENT AND MATERIALS AND THE OPPORTUNITY TO CONNECT WITH OTHERS, ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, MIGHTY SOFTWARE, INC. ENTITIES EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES AND CONDITIONS OF MERCHANTABILITY, TITLE, ACCURACY AND COMPLETENESS, UNINTERRUPTED OR ERROR-FREE SERVICE, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, AND NONINFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR TRADE USAGE.
b. MIGHTY SOFTWARE, INC. MAKES NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR: (i) CONTENT POSTED BY ANY MEMBER, HOST, OR THIRD PARTY, (ii) ANY THIRD-PARTY WEBSITE, THIRD-PARTY PRODUCT, OR THIRD-PARTY SERVICE LISTED ON OR ACCESSIBLE TO YOU THROUGH THE SERVICE, INCLUDING AN INTEGRATED SERVICE PROVIDER (iii) THE QUALITY OR CONDUCT OF ANY THIRD PARTY, HOST, OR MEMBER YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SERVICE. MIGHTY SOFTWARE, INC. MAKES NO WARRANTY THAT (a) THE SERVICE OR ANY MIGHTY NETWORK WILL MEET YOUR REQUIREMENTS, (b) THE SERVICE WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (c) THE RESULTS OR INFORMATION THAT YOU MAY OBTAIN FROM THE USE OF THE SERVICE, OR ANY MIGHTY NETWORK, WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY MIGHTY NETWORK, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE.
c. YOU AGREE THAT UNDER THE MAXIMUM EXTENT PERMITTED BY LAW, MIGHTY SOFTWARE, INC. ENTITIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT MIGHTY SOFTWARE, INC. ENTITIES SPECIFICALLY WILL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, OR EXEMPLARY DAMAGES, LOSS OF PROFITS, BUSINESS INTERRUPTION, REPUTATIONAL HARM, OR LOSS OF DATA (EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORESEEABLE) ARISING OUT OF IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICE.
d. YOUR SOLE REMEDY FOR DISSATISFACTION WITH THE SERVICE IS TO STOP USING THE SERVICE.
e. WITHOUT LIMITING THE FOREGOING, MIGHTY SOFTWARE, INC.’S MAXIMUM AGGREGATE LIABILITY TO YOU FOR LOSSES OR DAMAGES THAT YOU SUFFER IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT IS LIMITED TO THE AMOUNT PAID TO MIGHTY SOFTWARE, INC. IN CONNECTION WITH THE SERVICE IN THE TWELVE (12) MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.
You agree to release, indemnify, and defend Mighty Software, Inc. Entities from all third-party claims and costs (including reasonable attorneys’ fees) arising out of or related to: i) your use of Service, ii) Your Content, iii) your conduct or interactions with other Hosts or Members of the Service, or iv) your breach of any part of this Agreement. We will promptly notify you of any such claim, and will provide you (at your expense) with reasonable assistance in defending the claim. You will allow us to participate in the defense, and will not settle any such claim without our prior written consent. We reserve the right, at our own expense, to assume the exclusive defense of any matter otherwise subject to indemnification by you. In that event, you will have no further obligation to defend us in that matter.
You also agreed to release, indemnify, and defend your Hosts and Members from all third-party claims and costs arising out or related to: i) your use of the Service, ii) Your Content, iii) your conduct or interactions with Hosts or Members, or iv) your breach of any part of this Agreement.
10. Dispute Resolution, Arbitration, and Class Action Waiver
The arbitration process can be a faster, simpler, less formal, and less expensive route than filing a lawsuit and going to court. In arbitration you are still entitled to a fair hearing, but your rights will be determined by a neutral arbitrator (and not a judge or jury). Arbitrator decisions are as enforceable as any court order, and are subject only to very limited review by a court. Each party is giving up the right to sue in court and to have a trial before a judge or jury.
Each party here agrees to try in good faith for 30 days to informally resolve any dispute before starting arbitration. A party who intends to seek arbitration must first send the other a written notice that describes the nature and basis of the dispute as well as the relief sought. If you want to send such a notice to us, send it to firstname.lastname@example.org. If we want to send such a notice to you, we will send it to the email address associated with your account. If the parties do not reach an agreement to resolve the dispute within 30 days after the date the notice was sent, then the parties may start arbitration as described below.
The American Arbitration Association (AAA) will administer the arbitration, and the arbitration will be governed by the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer Related Disputes, as modified by these terms. Those rules and information about how to start arbitration are available at www.adr.org or by calling 1-800-778-7879. The arbitrator is bound by these terms. The arbitration will be conducted through the submission of documents, by phone, or in person in the county where you live or at another mutually agreed location.
The arbitrator’s award will be final and specifically enforceable under applicable law, and judgment may be entered upon it in any court with jurisdiction. The arbitration costs, including arbitrator compensation, will be shared between you and us according to the AAA’s Commercial Arbitration Rules and Supplementary Procedures for Consumer-Related Disputes.
Any dispute resolution proceedings will be conducted only on an individual basis and not in a class, consolidated, or representative action. By agreeing to these terms, you are waiving the right to participate in a class action. Further, unless the parties mutually agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding. If this waiver is found to be illegal or unenforceable, then the parties agree that this entire section will be unenforceable, that any dispute will be resolved exclusively in a state or federal court located in Santa Clara County, California, and that the parties both submit to the personal jurisdiction of such courts. If a claim proceeds in court rather than through arbitration, the parties waive any right to a jury trial.
This section does not: (i) prevent either party from litigating any dispute in small claims court; (ii) apply to disputes arising out of or related to infringement or other misuse of our intellectual property rights; or (iii) prevent either party from bringing a dispute to the attention of any federal, state, or local government agencies.
If you do not want to be bound by this binding arbitration provision and class action waiver, you must notify us within 30 days of the date that you first accept or receive these terms by sending a written notification to email@example.com that includes your actual name and Mighty Networks user name, address, and a clear statement that you do not wish to resolve disputes with us through arbitration.
11. General Legal Terms
a. Changes to these Terms.
b. Governing Law and Jurisdiction.
You agree that Mighty Networks is operated in the United States and will be deemed to be solely based in California and a passive service for purposes of jurisdictional analysis. For any claims for which arbitration is inapplicable, you agree that such claims will be brought in federal or state court in Santa Clara County, California and governed by laws of the state of California, without regard to any conflict of law provisions.
c. Use Outside of the United States.
Mighty Software, Inc. expressly disclaims any representation or warranty that the Service complies with all applicable laws and regulations outside of the United States. If you use the Service outside of the United States, you expressly understand and agree that you are responsible for determining compliance with different laws, regulations, or customs that may apply in connection with your use of the Service.
The Service is controlled and operated from our United States offices in California. Mighty Networks software is subject to United States export controls. No software for Mighty Networks may be downloaded or otherwise exported or re-exported in violation of any applicable laws or regulations. You represent that you are not (1) 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 (2) listed on any U.S. government list of prohibited or restricted parties.
e. Applications and Mobile Devices.
If you access the Service through a Mighty Networks mobile application, you acknowledge that this Agreement is between you and Mighty Software, Inc. only, and not with another application service or application platform provider (such as Apple, Inc. or Google Inc.), which may provide you the application subject to its own terms. To the extent you access the Service through a mobile device, your wireless service carrier’s standard charges, data rates, and other fees may apply.
The following provisions will survive expiration or termination of this Agreement: Sections 1(f)(Termination), 1(g)(Feedback), 2(b)-(c)(Your Content and Your Responsibilities for Your Content), 4(a)(Data) and 4(b)(Our Content and Materials), Section 5(c)(Representation and Warranty of Hosts), any outstanding payment obligations pursuant to Section 7(Premium Services) and Sections 8-11.
g. Notice for California Users.
Under California Civil Code Section 1789.3, California web users are entitled to the following specific consumer rights notice: The Service is provided by Mighty Software, Inc., located in Palo Alto, California. If you have a question or complaint regarding the Service, please contact Mighty Software, Inc. at firstname.lastname@example.org. California residents may reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite S-202, Sacramento, California 95834, or by telephone at (916) 445-1254 or (800) 952-5210 or Hearing Impaired at TDD (800) 326-2297 or TDD (916) 322-1700.
h. Government End Users.
Any Mighty Networks software and related documentation are “Commercial Items,” as that term is defined at 48 C.F.R. §2.101, consisting of “Commercial Computer Software” and “Commercial Computer Software Documentation,” as such terms are used in 48 C.F.R. §12.212 or 48 C.F.R. §227.7202 (as applicable). Consistent with 48 C.F.R. §12.212 or 48 C.F.R. §227.7202- 1 through 227.7202-4 (as applicable), the Commercial Computer Software and Commercial Computer Software Documentation are being licensed to U.S. government end users: (i) only as Commercial Items; and (ii) with only those rights as are granted to all other end users pursuant to this Agreement.
You may not assign or transfer this Agreement (or any of your rights or obligations under this Agreement) without our prior written consent; any attempted assignment or transfer without complying with the foregoing will be void. We may freely assign or transfer this Agreement. This Agreement inures to the benefit of and is binding upon the parties and their respective legal representatives, successors, and assigns.
j. Electronic Communications.
You consent to receive communications from us by email in accordance with this Agreement and applicable law. You acknowledge and agree that all agreements, notices, disclosures, and other communications that we provide to you electronically will satisfy any legal requirement that such communications be in writing.
k. Entire Agreement / Severability.
This Agreement supersedes all prior terms, agreements, discussions and writings regarding the Service and constitutes the entire agreement between you and us regarding the Service, except as provided for in Section 7. If any provision in this Agreement is found to be unenforceable, then that provision will not affect the enforceability of the remaining provisions of the agreement, which will remain in full force and effect.
In construing or interpreting the terms of this Agreement: (i) the headings in this Agreement are for convenience only, and are not to be considered, and (ii) no presumption is to operate in either party’s favor as a result of its counsel’s role in drafting this Agreement.
All notices permitted or required under this Agreement, unless specified otherwise in this Agreement, must be sent in writing as follows in order to be valid: (i) if to you, by us via email to the address associated with your account, and (ii) if to us by you via email@example.com. Notices will be deemed given (a) if to you, when emailed, and (b) if to us, on receipt by us.
This Agreement does not confer any third-party beneficiary rights and does not create a joint venture, agency, partnership, or other form of joint enterprise between you and us. Except as expressly provided herein, neither party has the right, power, or authority to create any obligation or duty, express or implied, on behalf of the other.
No waiver of any terms will deemed a further or continuing waiver or such term or any other term. Our failure to assert a right or provision under this Agreement will not constitute a waiver of such right or provision.
p. Further Assurances.
You agree to execute a hard copy of this Agreement and any other documents, and take any actions at our expense that we may request to confirm and effect the intent of this Agreement and any of your rights or obligations under this Agreement.
Feel free to contact us at firstname.lastname@example.org with any questions about these terms.
r. Agreement to Terms.
s. Changes to the Service.
We are always trying to improve your experience on the Service. We may need to add or change features and may do so without notice to you.