1.Using the Service
A. How It Works
Our service enables people to create or participate in a community, online courses, events, and subscriptions dedicated to an interest, passion, identity, or individual (a “Mighty Network”) for free or for a fee. People who create a Mighty Network (“Hosts”) do so to invite in people (“Members”) to connect with each other, to message, and to exchange information and content. Hosts tailor their Mighty Network by adding their own branding, choosing which features they enable, the Members they invite, and the activities they organize in their Mighty Network.
B. Who can use Mighty Networks?
You must be at least the age of majority in the state or country where you live to create or participate in a Mighty Network.
E. Acceptable Use
When you create or join any Mighty Network, 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 or Hosts of the Service. You may submit a complaint or concern about another Member or Host to firstname.lastname@example.org.
You may close your Host or Member account at any time by going to account settings and disabling your account. We may terminate your account if you violate the Mighty Networks Acceptable Use Policy or for any other reason. We may suspend your use of the Service or the Service at any time for any reason, without any notice.
We welcome your feedback and suggestions about how to improve Mighty Networks. Submit feedback at email@example.com. By submitting feedback, you agree to grant us the right to use it for free.
2. Your Content
You keep complete ownership of all content and activity in your Mighty Network. You give us permission to run your Mighty Network, such that content, data, and activity shows up. Make sure you have permission to use content that you post on Mighty Networks.
A. Your Content.
All material that you upload, publish or display to others via a Mighty Network is “Your Content,” unless provided for otherwise by the Host. The Service enables you to add posts, articles, photos, videos, questions, polls, links, files, events, groups, and chat with other Members. The Service also allows you, if you are a Host, to create a personalized name for your Mighty Network (“Your Network Name”), which will appear in a subdomain accessible directly to visitors and Members (e.g. Your Network Name.mn.co). If you are Host, Your Content also includes Your Network Name. 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 Your 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 your Mighty Network, but you and your licensors still own it.
C. Your Data
If you are a Host, you own the list of Member emails and contact information (“Membership List”) and grant us the license to use it to provide the Service. If you are a Host, you also own data or insights (“Your Data”) that: i) you collect during your use of the Service, or ii) we provide you through the Mighty Insights dashboard and you export or download during the term.
D. Acceptable Use
You agree to follow the Mighty Networks Acceptable Use Policy. If you are a Host, you agree to respect commitments made to Members of your Mighty Network about use of the Membership List, as further described in Section 5. 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.
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. Service Materials
A. Service 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, Your Data, third-party web services or third-party content linked to or posted within the Service) (collectively “Service Materials”) are the property of 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 Service Materials. Except as expressly provided in these terms, you agree not to use, modify, reproduce, distribute, sell, license, reverse engineer, decompile, or otherwise exploit Service Materials without our express written permission.
B. 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 the Service Materials and the Service. 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.
C. 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. Emails and Contact Information of Members
The name and contact information of Members who register to join a specific Mighty Network become available to that Mighty Network’s Hosts in order to facilitate communications. A Host may use the Membership List 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. A Host agrees not to: i) sell the Membership List 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. 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 Your Data, you: i) will comply with all applicable laws and regulations; and ii) will honor the restrictions set forth in Section 5(a). 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.
C. 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.
D. 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 California 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
i. If you as a Host terminate your Premium Service, we will not refund any payment for your unused Premium Service.
ii. 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.
iii. If you are a Member and your Host terminates your Premium Service, or you terminate your subscription yourself, your Host will decide whether to provide you with a refund.
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 SERVICE 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)(ServiceMaterials), Section 5(b)(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 be 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.