Last Updated: March 16, 2016
Welcome to Mightybell
Welcome to Mightybell. Our service enables people to create or participate in an online niche social network dedicated to a specific interest, profession, or topic (a “Network”). People who use Mightybell (“Users”) have the opportunity to create a Network to connect with each other, to message, and to exchange information and content. Users who create Networks are “Hosts.” Hosts tailor their Network for Users by who they invite, what conversations they organize, what they call their Network, and additional branding they may choose to use. A Network also contains groups (“Circles”) that further organize Users.
Important information covered in this Agreement includes: your rights and obligations about your content, our limitation of liability to you, and your agreement to resolve any disputes by individual arbitration and to waive the right to participate in a class action, information sharing between Users and Hosts, and special rights and responsibilities of a Host.
Please make sure to read it, because your use of the Service is consent to these terms. If you do not agree to any of the updated terms, you should stop using the Service.
1. Using the Service
- Who can use Mightybell. You must be at least the age of majority in the state where you live to use Mightybell. Use of the Service by anyone under 13 years of age is strictly prohibited.
- 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.
- Interaction with Others. We hope you will take care to keep your interaction with others a positive experience for all. You agree to follow the Mightybell Acceptable Use Policy at all times. We reserve the right, but have no obligation or liability for, monitoring any interactions with other Users of the Service. You may also submit a complaint or concern about another User’s conduct to email@example.com, which we may respond to further in our sole discretion.
- Termination. You may close your User account at any time by going to account settings and disabling your account. We may permanently or temporarily suspend your use of the Service or the service at any time for any reason, without any notice. We may terminate if you violate the Mightybell Acceptable Use Policy or for any other reason. We will have no liability for termination, unless expressly provided otherwise in these terms.
- Feedback. We welcome your feedback and suggestions about how to improve Mightybell. Feel free to submit feedback at firstname.lastname@example.org. By submitting feedback, you agree to grant us the right, at our discretion, to use, disclose and otherwise exploit the feedback, in whole or part, without any restriction or compensation to you.
2. Your Content
- Definition of Your Content. The Service enables you to add posts, photos, questions, links, files, and videos and events and chat with other members. The Service also allows you, if you are a Host, to create a personalized name for your network (“Your Network Name”), which will appear in a subdomain accessible directly to Users (e.g. Your Network Name.mightybell.com). All material that you upload, publish or display to others via a Network, will be referred to collectively as “Your Content.” If you are Host, Your Content includes Your Network Name. Material that a User uploads, publish or display to others via a Network will be referred to as “User Generated Content.” Your Content and User Generated Content does not include Data (defined below).
- Your Responsibilities for Your Content. You agree to adhere at all times to the Mightybell Acceptable Use Policy, specifically including your responsibility to avoid infringing the intellectual property and personal rights of others in connection with Your Content. You are in best position to judge whether you are in violation of intellectual property or personal rights of any third party. You accept full responsibility for actions that violate the intellectual property or personal rights of others in connection with Your Content. 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 Mightybell Acceptable Use Policy or for any other reason.
3. Copyright and Trademark Policies
The Mightybell Copyright Policy and Mightybell Trademark Policy are incorporated by reference into this Agreement. Content owners concerned about potential violation of their intellectual property rights on Mightybell may submit a complaint and request for takedown of specific material at email@example.com, where it will be reviewed by our registered agent pursuant to the Digital Millennium Copyright Act. More information about the processes offered by us for complaint and takedown requests can be found in the Mightybell Copyright Policy and Mightybell Trademark Policy.
4. Our Content and Materials
- Data. All data Mightybell collects about Users via a Network, (“Data”) is the property of Mightybell Inc. For clarity, Data does not include Your Content or User Generated Content.
- Our Content and Materials. All right, title and interest to a Network (specifically including our software, technology and related documentation, the Mightybell name and logo, the Mightybell mark, the Mightybell logo, and Mightybell buttons, badges, and widgets, but excluding Your Content, User Generated Content, third-party web services or third-party content linked to or posted within the Service), is the property of Mightybell Inc. (collectively “Our Content and Materials”). Mightybell retains all right, title, and interest in and to the Data and Our Content and Materials. Except as expressly provide 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.
- Our Licenses to You. Subject to these terms, including our Mightybell Acceptable Use Policy, we grant you a limited, non-exclusive license to use and access Our Content and Materials and the Service. If you are a Host, subject to these terms, we also grant you a limited, non-exclusive license to use and access certain Data for the purpose of maximizing User engagement and facilitating communications. 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.
- 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 Network, or the conduct of parties who participate in a Network.
6. Rights and Obligations of Hosts
- Contact Information of Users. The name and contact information of Users who register to join a specific Network is made available to that Network’s Hosts in order to facilitate communications. A Host may use the contact information of Users solely to communicate with a User for purposes related to the Network or the reasonably assumed interests of the User who has joined the Network. In no event may a Host: i) sell contact information of a User to a third-party, or ii) or use or disclose it for commercial purposes unrelated to the Network or the interest of Users who have joined the Network.
- User Data. Hosts are provided access to certain Data, which may be aggregated or personalized, in order to facilitate User engagement and communications. The Host may not sell or share Data accessible from the Service to third parties.
- Representation and Warranty of Hosts. If you are a Host, it is important for you to respect and honor the trust of Users who join the Network you created. If you are a Host, you represent and warrant that, in your communications with Users and handling of Data, you: i) will comply with all applicable laws and regulations; and ii) will honor the restrictions set for in Sections 6(a) and 6(b). If you are a Host, you also represent and warrant that all sponsorship or promotions you introduce to your 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 must warrant and represent that you have obtained user consent prior to sending emails outside of service, as EU law requires opt-in consent for emails. You must provide a means of opting-out of any emails.
- 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 firstname.lastname@example.org within two (2) business days.
7. Integrated Services
8. 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. In the event of termination by Mightybell for reason other than violation of the terms of this Agreement or our policies, Mightybell will, as applicable, refund the pro rata amount paid for unused Premium Service. For Premium Services, additional terms may apply, and you may be asked to agree to additional terms by separate agreement.
9. Disclaimers and Limitation of Liability
PLEASE READ THIS SECTION CAREFULLY SINCE IT LIMITS THE LIABILITY OF MIGHTYBELL ENTITIES TO YOU. “MIGHTYBELL ENTITIES” MEANS MIGHTYBELL 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:
- 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, MIGHTYBELL 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 USEAGE.
- MIGHTYBELL MAKES NO PROMISES WITH RESPECT TO, AND EXPRESSLY DISCLAIMS ALL LIABILITY FOR: (i) CONTENT POSTED BY ANY USER 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 USER YOU ENCOUNTER IN CONNECTION WITH YOUR USE OF THE SERVICE. MIGHTYBELL MAKES NO WARRANTY THAT (a) THE SERVICE OR ANY 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 NETWORK, WILL BE ACCURATE OR RELIABLE, OR (IV) THE QUALITY OF ANY NETWORK, CIRCLES, PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU THROUGH THE SERVICE.
- YOU AGREE THAT UNDER THE MAXIMUM EXTENT PERMITTED BY LAW, MIGHTYBELL ENTITIES WILL NOT BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY. WITHOUT LIMITING THE FOREGOING, YOU AGREE THAT MIGHTYBELL 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 POSSIBLITY OF SUCH DAMAGES OR SUCH DAMAGES ARE FORSEEABLE) ARISING OUT OF IN ANY WAY CONNECTED WITH YOUR USE OF, OR INABILITY TO USE, THE SERVICE.
- YOUR SOLE REMEDY FOR DISSASTIFICATION WITH THE SERVICE IS TO STOP USING THE SERVICE.
- WITHOUT LIMITING THE FOREGOING, MIGHTYBELL’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 MIGHTYBELL 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 Mightybell 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 users of the Service, or iv) or 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.
11. 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 email@example.com. 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 ConsumerRelated 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 firstname.lastname@example.org that includes your actual name and Mightybell user name, address, and a clear statement that you do not wish to resolve disputes with us through arbitration.
12. General Terms
- Governing Law and Jurisdiction. You agree that Mightybell 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.
- Use Outside of the United States. Mightybell 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.
- Export. The Service is controlled and operated from our United States offices in California. Mightybell software is subject to United States export controls. No software for Mightybell 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.
- Applications and Mobile Devices. If you access the Service through a Mightybell application, you acknowledge that this Agreement is between you and Mightybell 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.
- Survival. The following provisions will survive expiration or termination of this Agreement: section 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 6(c)(Representation and Warranty of Hosts), any outstanding payment obligations pursuant to Section 8(Premium Services) and Sections 9-12 (inclusive).
- 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 Mightybell, Inc., located in Palo Alto, California. If you have a question or complaint regarding the Service, please contact Mightybell at email@example.com. 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.
- Government End Users. Any Mightybell 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.
- Assignment. 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.
- 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.
- 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 8. 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, except as provided for in Section 11.
- Interpretation. 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.
- Notices. 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 firstname.lastname@example.org. Notices will be deemed given (a) if to you, when emailed, and (b) if to us, on receipt by us.
- Relationship. 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.
- Waiver. No wavier 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.
- 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.
- Contact. Feel free to contact us at email@example.com with any questions about these terms.