February 21, 2015
PLEASE READ THE TERMS OF THIS AGREEMENT CAREFULLY. THIS AGREEMENT SETS FORTH THE LEGALLY BINDING TERMS AND CONDITIONS FOR YOUR USE OF THE WEAREMITU.COM WEBSITE AND THE MITÚ SERVICES AND INCLUDES GRANTS OF RIGHTS TO MITÚ, LIMITATIONS ON MITÚ’S LIABILITY AND AN AGREEMENT TO ARBITRATE DISPUTES.
The wearemitu.com website (“Website”) is owned and operated by MiTú, Inc. and publishes lifestyle, news and entertainment content for a Latino millennial audience. The mitú services include: (i) those offered on any mitú-branded URL, including www.wearemitu.com (the “Website”); (ii) the mitú mobile services (“Mobile Services”) and (iii) any other features, content, or applications offered or operated from time to time by mitú in connection with the Website, the Mobile Services, and/or mitú’s business, including, without limitation, when mitú is accessed via the internet, a mobile device, an application, or any other device (“Additional Services”)(the Website, Mobile Services and Additional Services are collectively referred to as “the Services”). The Services are hosted in the United States. As part of your use of the Services, you consent to the transfer of your personal data to the United States. If you do not agree to this international transfer of data, then you must refrain from using the Services.
Mitú may modify this Agreement or add or remove terms at any time, and each such modification, addition or deletion will be effective immediately upon posting on the Services. Your use of the Services following any such posted modification, addition or deletion constitutes your agreement to be bound by and your acceptance of this Agreement as so modified. If you do not agree to be bound by all of the terms of the modified Agreement, you are not authorized to access and/or use the Services and you must immediately discontinue use of the Services. It is therefore important that you review this Agreement regularly.
1. Eligibility. The Services are intended for users who are at least 18 years of age and who are residents of the United States of America. If you are not a resident of the United States of America or you are under 18 years of age, please do not use the Services. If mitú believes that you are under 18 years of age or a resident of another country, mitú may terminate your access to and use of the Services without warning. Use of the Services is void where prohibited.
3. Personal Information, Account Information and Security. If you are asked to provide a password upon registration, you are solely responsible for maintaining the confidentiality of your password(s) and for all any and all use of your account and password, whether or not authorized by you. mitú encourages you to use “strong” passwords (passwords that use a combination of upper and lower case letters, numbers and symbols) with your account and with other social media accounts or your email account that you may connect to your mitú account . Although mitú will not be liable for any of your losses which are caused by any unauthorized use of your account, you may be liable for the losses of mitú or others due to such unauthorized use. You agree not to use the account, username, email address or password of any other user at any time or to disclose your password to any third party. If you suspect any unauthorized use of your account or unauthorized access to your password, please contact mitú immediately via our contact form.
You do not have the right to transfer your account to any individual or entity and mitú reserves the right to remove or reclaim your account if mitú determines in its sole discretion that such action is appropriate under the circumstances. You agree that you will not create an account for any individual other than yourself or for any entity that you represent or provide any false information about yourself.
4. Term. This Agreement, as such may be revised, shall remain in full force and effect while you use the Services. Mitú, as it determines in its sole discretion, may, at any time, with or without prior notice or explanation to you, and without liability to you, terminate and/or deny your use of the Services for any breach of this Agreement, for any other reason or for no reason at all. Even after your account or access to the Services is terminated by you or by mitú, this Agreement will remain in full force and effect with respect to your past and future use of the Website or the Services. Any and all rights to your account terminate upon your death.
5. Fees. Mitú has the right, in its sole discretion, to at any time, charge for your access to and/or use of any portion of the Services and to subsequently modify any such fees as provided by mitú’s then current payment terms. Mitú will provide you with advance notice of any such fees, including any change in the amount of such fees, and a way to cancel your account in the event that you do not wish to pay the modified fee. If you continue to use the Services after a fee has been imposed or increased, you are expressly agreeing to the fee or increase thereto and you will be responsible for paying such fee for your use of the Services. If Mitú suspends or terminates your account and/or access to the Services because you have breached this Agreement or violated an applicable law, you will not be entitled to a refund of any unused portion of such fees or other payments.
6. Use of Services. The Services are for your personal use and may not be used by you for any commercial purposes. You agree that mitú has the right to perform all technical functions necessary to offer the Services, including, but not limited to, processing and transmitting email and mobile communications to and from you. You do not have the right to use, copy or distribute any of the Services or any of the content posted thereon unless expressly authorized by this Agreement. Any violation by you of the forgoing prohibitions may result in the termination of your account and your right to access and use the Services.
7. Right to Monitor Activity. Mitú reserves the right, but is under no obligation or duty, to at any time, and without notice, monitor activity on the Services to determine compliance with this Agreement or to comply with any law, regulation or authorized government request. You hereby specifically agree to such monitoring. In the event that mitú does monitor the Services, mitú makes no representation or warranty that Mitú will take any action whatsoever in connection with any of the monitored activities and mitú assumes no liability with respect thereto.
8. Your Content.
8.1 Posting of Content. As a user of the Services, you may post content, feedback and other media (collectively “Your Content”) to the Website and elsewhere on or through the Services on any public portions of the site provided by mitú. Following the posting of Your Content on, through or in connection with the Services, you continue to retain all of the rights, if any, that you may have in Your Content (unless otherwise provided by any applicable Additional Terms), subject to the non-exclusive licenses granted to mitú as set forth in Paragraph 8.3 below. Please be aware that information you disclose in publicly accessible portions of the Services will be available to all users of the Services, so you should be mindful of personal information and other content you may wish to post. All of Your Content must comply with the terms of this Agreement. You may not post any content which is illegal, violates the intellectual property, privacy and/or any other rights of any individual or entity, or which is otherwise prohibited by the terms of this Agreement on, through or in connection with the Services. You are solely responsible for the content you provide, and for any consequences thereof, including the use and/or rebroadcast of your content by mitú, other users of the Services and/or third parties. Mitú reserves the right to, at any time and without prior notice to you, limit the amount of content that you may post on, through or in connection with the Services. All of Your Content is submitted by you on a non-confidential basis. Neither mitú nor any third party (unless you have a separate binding agreement with any such third party) shall be obligated to attribute authorship of any Your Content to you.
8.2 Removal of Your Content/Takedown Rights.
8.2.1 Takedown by Mitú. Mitú reserves the right, in its sole discretion, to reject, refuse to post or remove any of Your Content, or any other content, from the Services and to deny, restrict, suspend, or terminate your access to all or any part of the Services at any time, for any or no reason, with or without prior notice or explanation to you, and without any liability to you.
8.2.2. Rights After Removal/Takedown of Your Content. After mitú takes down any of Your Content, mitú will terminate distribution of such Your Content as soon as practicable. Notwithstanding the foregoing, you understand and agree that once Your Content is distributed to other users of the Website or Services or is distributed outside of the Website or Services to third parties, mitú is under no obligation to delete or ask other users or third parties to delete Your Content, and, therefore, Your Content may continue to appear and be used indefinitely even though no longer accessible via your account. You agree that mitú shall have no liability with respect to any such continued use of Your Content. When Your Content is deleted, it is deleted in a manner similar to emptying the recycle bin on a computer. You agree that mitú may preserve any transmittal or communication made by you through the Services and may disclose any such transmittals and/or communications if mitú is required to do so by law or if mitú determines that such disclosure is reasonably necessary to (1) comply with legal process, (2) enforce this Agreement, (3) respond to claims that any such transmittal or communication violates the rights of others, or (4) protect the rights, property or personal safety of any individual or entity.
8.2.3. Representations/Warranties. You represent and warrant that: (a) you own all rights in and to Your Content posted by you on, through or in connection with the Services, or otherwise have all the rights, power and authority legally required to grant the Limited Mitú License (as defined in Paragraph 8.3.1 below); (b) you have obtained all legally required approvals from the individuals appearing, performing or depicted in Your Content, including, without limitation, the legal rights to use their names, voices, likenesses and performances for all purposes authorized by the Limited Mitú License; and (c) the posting of Your Content on, through or in connection with the Services does not (i) violate the terms of this Agreement or (ii) violate the privacy rights, publicity rights, intellectual property rights (including, without limitation, copyrights and trademarks), contract rights or any other rights of any person or entity, whether or not such person or entity is depicted or appears/performs in Your Content. You agree that you are solely responsible for (i) Your Content posted on, through or in connection with any or all of the Services, (ii) any material or information that you transmit to other users of the Services; (iii) your conduct and actions in connection with the Services and (iv) for your interactions with other users of the Services, whether on-line or off-line.
8.3. Grant of Licenses To Use Your Content.
8.3.1. Limited Mitú License. By posting Your Content on, through or in connection with the Services, you grant mitú (and its assignees and licensees) a royalty-free, perpetual, non-exclusive, unrestricted, worldwide transferable, sublicensable license (“Limited Mitú License”) to use, reproduce, modify, add to, delete from, edit, adapt, translate, enhance, transmit, transcode, reformat, process, distribute, publicly perform, display, reproduce, exhibit, prepare derivative works of or sublicense any of Your Content in any media or distribution method (now known or hereafter created) and for any and all purposes, (including, without limitation, commercial purposes, publicity and promotion), and to authorize others to exercise any or all of such rights in connection with the exploitation of mitú’s businesses including, without limitation, distributing part or all of the Services and any content included therein, in any media formats and through any media channels. You acknowledge and agree that the Limited Mitú License includes the grant to mitú (and its assignees and licensees) of the right to use (i) your name and/or user name, voice, likeness and performance in connection with the exploitation of Your Content and (ii) the name, voice, likeness and performance of each individual that appears in or is involved with the creation of Your Content in connection with the exploitation of Mitú’s rights in and to Your Content. You agree that the Limited Mitú License includes the right for mitú to grant other companies, organizations or individuals who have a business relationship with mitú the right to syndicate, broadcast, distribute and/or publish on other media and services Your Content, in whole or in part, but only as part of or in connection with the Services. You agree that you shall not have any approval or other rights in connection with mitú’s exploitation of Your Content pursuant to the Limited Mitú License and that any and all uses of Your Content which are made by mitú pursuant to the Limited Mitú License may be made with no compensation paid to you. You hereby waive any and all of your rights of droit moral and similar rights with respect to Your Content.
8.3.2. User License. By posting Your Content on, through or in connection with the Services, you hereby grant each user of the Services the non-exclusive license to access and use Your Content as permitted by the mitú -authorized functionality of the Services or otherwise authorized by the terms of this Agreement.
10. Proprietary Property/Third Party Proprietary Property/Use of Content.
10.1. Proprietary Property. The Services contain proprietary property/content of mitú (such as logos, copyrights, trademarks, technology, processes, etc.)(“Proprietary Property”) which may be protected by copyright, trademark, patent, trade secret and other laws, and mitú owns and retains all rights in and to the Proprietary Property and the Services. Mitú is a registered trademark of MiTú, Inc. Mitú hereby grants you a limited, revocable, non-sublicensable license to reproduce, display and/or utilize the Proprietary Property (excluding any software code) solely for your personal use in connection with viewing the Website and using the Services for authorized purposes. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Proprietary Property, and (ii) may be immediately suspended or terminated for any reason, in mitú’s sole discretion, and without advance notice or liability. In some instances, mitú may permit you to have greater access to and use of the Proprietary Property, subject to certain Additional Terms (defined below). You are only granted a limited license, and, as between you and mitú, there is not a sale with respect to the Proprietary Property. You do not have the right to use the Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the Proprietary Property. Except as expressly provided by this Agreement, your use of the Proprietary Property, is strictly prohibited.
10.2.Third Party Proprietary Property. The Services may contain proprietary property/content provided by third party licensors (such as logos, copyrights, trademarks, etc.) (“Third Party Proprietary Property”). Mitú hereby grants you a limited, revocable, non-sublicensable license to display and/or utilize the Third Party Proprietary Property solely for your personal use in connection with viewing the Website and using the Services for authorized purposes. The foregoing limited license: (i) does not give you any ownership of, or any other intellectual property interest in, any Proprietary Property, and (ii) may be immediately suspended or terminated for any reason, in mitú’s sole discretion, and without advance notice or liability. In some instances, mitú and/or a thirty party licensor may permit you to have greater access to and use of the Third Party Proprietary Property, subject to certain Additional Terms (defined below). You are only granted a limited license, and, as between you and such third party, there is not a sale with respect to the Third Party Proprietary Property. You do not have the right to use the Third Party Proprietary Property for any commercial use or to receive any monetary or other compensation in connection with the Third Party Proprietary Property. Except as expressly provided by this Agreement, your use of the Third Party Proprietary Property, is strictly prohibited.
10.3. Your Use of Content on the Services. Unless expressly provided by this Agreement, you may not copy, modify, edit, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Proprietary Property, any Third Party Proprietary Property or any other content appearing on or through the Services. You acknowledge that mitú is not responsible for, does not control and makes no representation or warranty regarding the reliability, accuracy, usefulness, safety, legitimacy or quality of any content. Certain content which appears on the mitú Services is provided by third parties. Any opinions, advice, statements, services, offers, or other information or content expressed or made available by third parties are those of the respective author(s) or distributor(s) and not of mitú. Neither mitú nor any content provider guarantees the accuracy, completeness, or usefulness of any content, nor its merchantability or fitness for any particular purpose. (Refer to paragraphs 17 and 18 below for the complete provisions governing limitation of liabilities and disclaimers of warranty). Mitú neither endorses nor is responsible for the accuracy or reliability of any opinion, advice or statement made on the Services by any third party. Under no circumstances will mitú be responsible or liable, directly or indirectly, for any loss or damage caused by your use or reliance on the accuracy, validity or legitimacy of any information obtained through the Services. Mitú is not responsible for any actions or inaction on your part based on the information that is presented on the Services. It is your responsibility to evaluate the accuracy, completeness or usefulness of any information, opinion, advice or other content available through the Services. You agree that you will bear any and all risk of reliance on the accuracy, validity or legitimacy of any content on the Services. Please seek the advice of professionals, as appropriate, regarding the evaluation of any specific information, opinion, advice or other content You further understand and agree that in the course of your use of the Services, you may be exposed to content on the Services that is illegal, inaccurate, offensive, indecent or objectionable and you hereby waive, any legal or equitable rights or remedies you have or may have against mitú with respect thereto.
11. Submitted Ideas/Feedback. All comments, suggestions, ideas, notes, drawings, concepts, recipes or other information disclosed or offered by you through the Services, including, without limitation, any unsolicited materials, or in response to solicitations from the Services (collectively, “Feedback”) is entirely voluntary and shall be deemed to be non-confidential and shall forever remain the sole property of mitú. You understand and acknowledge that mitú has both internal and external resources which may have developed, or may in the future develop, ideas, content, programming, etc. which are identical to or similar to your Feedback and you agree that mitú will not incur any obligation or liability to you or otherwise as a result of (i) any such similarities or (ii) mitú’s review of any of the Feedback. Mitú shall exclusively own, throughout the universe in perpetuity, all rights of every kind and nature (whether currently existing or hereafter developed) in and to the Feedback and shall be entitled to unrestricted use of the Feedback for any and all purposes whatsoever, commercial or otherwise, without any payment or other obligation to you or any other person involved with the creation and/or submission to mitú of the Feedback. You hereby waive any and all of your rights of droit moral and similar rights with respect to the Feedback.
12. Prohibited Content/Conduct. As a condition of your access to or use of the Services, you are prohibited from engaging in conduct which violates any applicable laws, rules or regulations or which mitú, in its sole and absolute discretion, deems to be inappropriate. Examples of such prohibited conduct include, without limitation, the following:
12.1. Posting, uploading or transmitting any content that violates any privacy right, publicity right, patent, trademark, trade secret, copyright or other proprietary right, or contract right or other right of any party.
12.2. Posting, uploading or transmitting any content or engaging in any conduct that is offensive, harmful, threatening, abusive, harassing, defamatory, libelous, or obscene or that is unlawful in any manner or that degrades, intimidates, promotes or incites racism, bigotry, hatred or physical harm of any kind against any group or individual, including, without limitation, on the basis of religion, gender, sexual orientation, race, ethnicity, age, or disability;
12.3. Posting, uploading or transmitting any content that is pornographic or that exploits people (adults or children) in a sexual or violent manner; or contains nudity, excessive violence, or offensive subject matter or that contains a link to any of the foregoing types of content or to an adult website or in any way using the Services in connection with any adult entertainment or pornography business.
12.4. Copying, reproducing, modifying (including, without limitation, altering, obscuring, deleting, etc. any copyright or other legally required notices, credits, logos, trademarks, etc.), creating derivative works from, or distributing in any manner or medium any content posted on or through the Services in any manner which is in violation of the terms of this Agreement or other applicable agreements;
12.5. Impersonating any person or entity, or submitting any materials to or through the Services that are false, inaccurate, deceptive, misleading, unlawful, or are otherwise in violation of this Agreement, including, without limitation, utilizing misleading email addresses, or forged headers or otherwise manipulated identifiers in order to disguise the origin of any content transmitted through or to the Services;
12.6. Unless pre-approved in writing by mitú, engaging in any commercial activity on the Services or including any links to commercial services or websites or uploading, posting or otherwise transmitting any content that contains advertising or any solicitation regarding products, goods or services;
12.7. Interfering with any user’s right to privacy; soliciting or collecting user names, passwords, emails, personal identifying information or other information from any user; engaging in conduct that poses or creates a privacy or security risk to any person; or posting private information about a third party;
12.8. Engaging in conduct that involves the posting, uploading or transmission of unsolicited or unauthorized advertising or promotional materials, “junk mail,” “chain letters,” unsolicited mass mailing, “spimming,” or “spamming”;
12.9. Engaging in any action or inaction that could disable, overload, impair the infrastructure of the Services or impair the proper functioning of the Services, including, without limitation, uploading, posting or otherwise transmitting any software or materials which contain a virus or other harmful or disruptive component; circumventing, altering or interfering with any computer software, or security-related features of the Services; or deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way utilized in connection with the Services;
12.10. Accessing or attempting to access the Services using automated means (such as harvesting bots, robots, spiders, or scrapers) or gaining, or attempting to gain, unauthorized access to any servers, computer systems or databases utilized in connection with the Services;
12.11. Using the Services in any manner inconsistent with any applicable federal, state, or local ordinance, regulation, code, law, statute, or regulation;
12.12. Using the communication systems provided by the Services for any solicitation or other commercial purposes, unless otherwise authorized by mitú, or mitú and the specific user, as applicable;
12.13. Uploading, posting or transmitting any content that advocates or provides instruction on illegal activity or communicating on or through the Services regarding illegal activities with the intent to commit them; and
12.14. Engaging in any conduct that in mitú’s sole discretion restricts or inhibits any other user from enjoying the use of any of the Services.
13. Protecting Copyrights and Other Intellectual Property/Digital Millennium Copyright Act. Mitú specifically prohibits you from uploading, embedding, posting, emailing, transmitting or otherwise making available on or through the Services any material that infringes any copyright, patent, trademark, trade secret or other proprietary rights of any person or entity. It is mitú’s policy to terminate, under appropriate circumstances, your use of the Website/Services and/or your account if it is determined that you are a repeat infringer.
13.1. DMCA Notification. If you are a copyright owner or an agent thereof and believe that any content made available via the Services infringes upon your copyright, you may submit a notification pursuant to the Digital Millennium Copyright Act (“DMCA”) by providing Mitú’s copyright agent (“Copyright Agent”) with the following information in writing: (a) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (b) identification of the claimed infringing material and information reasonably sufficient to permit Mitú to locate the material on the Services (providing the URL(s) of the claimed infringing material satisfies this requirement); (c) information reasonably sufficient to permit to contact you, such as an address, telephone number, and, if available, an email address; (d) a statement by you that you have a good faith belief that the disputed use is not authorized by the copyright owner, its agent, or the law; (e) a statement by you, made under penalty of perjury, that the above information in your notification is accurate and that you are the copyright owner or are authorized to act on the copyright owner’s behalf; and (f) your physical or electronic signature. The contact information for the Copyright Agent to receive notifications of claimed infringement is: Copyright Agent, Mitú, 2401 Colorado Blvd., Suite 100, Santa Monica, CA 90404; Facsimile: 310-693-5499; Phone:310-841-6488 email: firstname.lastname@example.org.
13.2. Counter-Notice. If you feel that any of your Member Content was improperly removed or made unavailable to users, please contact mitú’s Copyright Agent via the contact information set forth in Paragraph 13.1 above.
14. Links to Third Party Sites. The Website and Services may contain links to independent third-party websites and/or services (collectively, “Linked Sites”). The Linked Sites are not under mitú’s control, and mitú does not endorse, is not responsible for and shall have no liability to you with respect to the business practices, privacy policies or content, materials, information, merchandise, products or services displayed, featured, mentioned, advertised, distributed or sold on or through such Linked Sites. By accessing a Linked Site, you may be disclosing your private information and be exposing yourself to content that you find disturbing. It is your responsibility to read and understand the privacy, membership, payment and other policies of the Linked Sites and to determine on your own whether or not you will have any interaction with any of the Linked Sites. Mitú encourages you not to provide any personally identifiable information to any Linked Site unless you know and are comfortable with the party with whom you are interacting. You agree that mitú is not responsible for and shall have no liability to you, with respect to merchandise, products, and/or services advertised, featured, mentioned, sold, distributed, displayed or linked on or through the mitú Website or Services.
15. User Disputes. You are solely responsible for your interactions with any other parties with whom you interact on or through the Services and/or the Linked Sites. Mitú reserves the right, but has no obligation, to become involved in any way with these disputes.
17. Disclaimer/Exclusion of Warranties.
17.1. MITÚ DOES NOT ENDORSE ANY THIRD PARTIES, OR THIRD PARTY CONTENT, INCLUDING, WITHOUT LIMITATION, ARTICLES OR IMAGES, POSTED ON OR THROUGH THE SERVICES. THE MITÚ WEBSITE AND SERVICES AND ALL OF THE CONTENT, INFORMATION AND MATERIALS POSTED ON OR PROVIDED BY OR THROUGH THE MITÚ WEBSITE OR SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS, WITHOUT WARRANTY OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY WARRANTY OF ACCURACY OR FITNESS FOR A PARTICULAR PURPOSE. BY USING THE MITÚ WEBSITE AND/OR SERVICES, YOU AGREE TO USE YOUR OWN JUDGMENT, CAUTION AND COMMON SENSE IN MANAGING ALL CONTENT AND INFORMATION OFFERED AND YOU AGREE THAT ANY USE YOU MAKE OF SUCH CONTENT OR INFORMATION IS AT YOUR OWN RISK. YOU ACKNOWLEDGE MITÚ THAT DOES NOT EVALUATE OR GUARANTEE AND SHALL NOT BE RESPONSIBLE FOR THE CONTENT NOR INFORMATION GIVEN THROUGH THE MITÚ WEBSITE NOR THE SERVICES. MITÚ IS NOT RESPONSIBLE FOR ANY DAMAGES OR LOSSES RESULTING FROM YOUR RELIANCE ON ANY OF THE FOREGOING CONTENT OR INFORMATION.
17.2. MITÚ IS NOT RESPONSIBLE FOR AND MAKES NO WARRANTIES, EXPRESS OR IMPLIED, AS TO ANY CONTENT POSTED ON, THROUGH OR IN CONNECTION WITH THE SERVICES, INCLUDING, WITHOUT LIMITATION, ANY CONTENT THAT IS UNAUTHORIZED OR VIOLATES THE TERMS OR THIS AGREEMENT AND SUCH CONTENT DOES NOT NECESSARILY REFLECT THE OPINIONS OR POLICIES OF MITÚ. UNDER NO CIRCUMSTANCES SHALL MITÚ BE RESPONSIBLE FOR ANY LOSS OR DAMAGE, INCLUDING, WITHOUT LIMITATION, PERSONAL INJURY OR DEATH, RESULTING FROM USE OF THE SERVICES, FROM ANY CONTENT POSTED ON OR THROUGH THE SERVICES (WHETHER SUCH CONTENT VIOLATES THIS AGREEMENT OR NOT), FROM ANY SERVICES OFFERED THROUGH THE SERVICES OR FROM THE CONDUCT OF ANY LINKED SITE (WHETHER SUCH CONDUCT VIOLATES THIS AGREEMENT OR NOT AND WHETHER SUCH CONDUCT IS ONLINE OR OFFLINE).
17.3. MITÚ ASSUMES NO RESPONSIBILITY FOR ANY ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, OR ALTERATION OF, ANY OF YOUR COMMUNICATIONS ON OR THROUGH THE SERVICES. MITÚ IS NOT RESPONSIBLE FOR ANY MALFUNCTION OR OTHER PROBLEM WITH ANY TELEPHONE NETWORK, TELEPHONE LINES, COMPUTER ONLINE SYSTEMS, SERVERS, INTERNET SERVICE PROVIDERS, COMPUTER EQUIPMENT, SOFTWARE, OR FAILURE OF ANY EMAIL OR PLAYERS, INCLUDING, WITHOUT LIMITATION, ANY PERSONAL INJURY OR PROPERTY DAMAGE.
17.4. MITÚ MAKES NO REPRESENTATION OR WARRANTY THAT THE MITÚ WEBSITE, THE SERVICES OR THE CONTENT OR INFORMATION PROVIDED THEREBY WILL MEET YOUR REQUIREMENTS. IF YOU ARE IN ANY WAY DISSATISFIED WITH THE MITÚ WEBSITE OR THE SERVICES, YOUR SOLE REMEDY IS TO DISCONTINUE YOUR USE OF THE MITÚ WEBSITE AND/OR THE SERVICES.
17.5. MITÚ DISCLAIMS ANY AND ALL LIABILITY OF ANY KIND FOR ANY UNAUTHORIZED ACESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION. BY ACCESSING THE SERVICES, YOU AGREE THAT MITÚ SHALL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO OR USE OF ANY OF YOUR PERSONALLY IDENTIFIABLE INFORMATION.
18. Limitation on Liability. IN NO EVENT SHALL MITÚ, ITS AFFILIATES, LICENSORS, SPONSORS, OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION, LOSS OF PROFITS, DATA, USE, GOOD-WILL, OR OTHER INTANGIBLE LOSSES) RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT DISPLAYED ON OR THROUGH THE MITÚ WEBSITE OR SERVICES, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF (OR YOUR INABILITY TO ACCESS AND USE) THE MITÚ WEBSITE OR SERVICES, INCLUDING, WITHOUT LIMITATION, ANY DAMAGE CAUSED TO YOUR COMPUTER OR SOFTWARE OR INFORMATION STORED THEREON, (III) ANY CONDUCT OR CONTENT OF ANY THIRD PARTY OBTAINED ON OR THROUGH THE MITÚ WEBSITE OR SERVICES, INCLUDING WITHOUT LIMITATION, ANY DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF THIRD PARTIES (IV) ANY UNAUTHORIZED ACCESS TO OR USE OF MITÚ’S SERVERS AND/OR ANY AND ALL PERSONAL AND/OR OTHER INFORMATION STORED THEREIN, (V) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE MITÚ WEBSITE OR ANY OF THE SERVICES, (VI) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE MITÚ WEBSITE OR SERVICES BY ANY THIRD PARTY, (VII) UNAUTHORIZED ACCESS, USE OR ALTERATION OF YOUR TRANSMISSIONS, AND/OR (VIII) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT OR SERVICES POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE SERVICES, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MITÚ IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND EVEN IF A REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MITÚ’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO MITÚ FOR THE SERVICES DURING THE TWELVE (12) MONTHS PRIOR TO THE CLAIM.
19. U.S. Export Controls. You may not download, use, export or reexport any content posted on or through the Services or any software utilized or available in connection with the Services in violation of any applicable laws or regulations, including, without limitation, United States export laws, regulations and controls.
20.1. This Agreement shall be governed by, and construed in accordance with, the laws of the State of California, without regard to its conflict of law provisions.
20.2. Except for disputes arising from an alleged violation of intellectual property rights or breach of confidentiality, for which the injured party may suffer irreparable harm and may seek a restraining order, preliminary injunctive relief, an injunction, specific performance or other equitable relief and/or legal remedies, and actions to enforce the decisions of the arbitrators, all disputes arising out of or related to this Agreement, including the scope, the construction or application of this Agreement, shall be resolved by arbitration in Los Angeles, California, using the English language in accordance with the Arbitration Rules and Procedures of JAMS then in effect, before a single arbitrator who shall be a retired judge or justice of any California state or federal court with substantial experience in the entertainment industry, in accordance with California code of civil procedure §§ 1280 et seq. The arbitrator shall be selected by mutual agreement of the parties or, if the parties cannot agree, then by striking from a list of arbitrators supplied by JAMS. YOU ARE GIVING UP THE RIGHT TO LITIGATE SUCH A DISPUTE IN COURT BEFORE A JUDGE OR JURY. The prevailing party in the arbitration will be entitled to seek reimbursement of its reasonable expenses (including reasonable outside attorneys’ fees and costs) incurred in connection therewith. Judgment upon the award so rendered may be entered in a court having jurisdiction.
20.3. The arbitrator may award declaratory or injunctive relief only in favor of mitú and only to the extent necessary to provide relief warranted by mitú’s individual claim. The arbitrator may not order mitú to pay any monies to or take any actions with respect to persons other than you, unless Mitú explicitly consents in advance, after an arbitrator is selected, to permit the arbitrator to enter such an order. YOU AND MITÚ AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS, REPRESENTATIVE OR MULTI-CLAIMANT PROCEEDING. Further, unless mitú agrees, the arbitrator may not consolidate other persons’ claims with yours, and may not otherwise preside over any form of a representative, multi-claimant or class proceeding. If this specific provision is found to be unenforceable, then the entirety of this arbitration agreement shall be null and void, but the rest of this Agreement, including the provisions governing where actions against mitú must be pursued, will remain in effect.
20.4. You and mitú agree to maintain the confidential nature of the arbitration proceeding and shall not disclose the fact of the arbitration, any documents exchanged as part of any mediation, proceedings of the arbitration, the arbitrator’s decision and the existence or amount of any award, except as may be necessary to prepare for or conduct the arbitration (in which case anyone becoming privy to confidential information must undertake to preserve its confidentiality), or except as may be necessary in connection with a court application for a provisional remedy, a judicial challenge to an award or its enforcement, or unless otherwise required by law or court order.
20.5. You agree that any action at law or in equity arising out of or relating to these terms or the Services that is not subject to arbitration shall be filed, and that venue properly lies, only in the state or federal courts located in Los Angeles County, California, United States of America and you consent and submit to the personal jurisdiction of such courts for the purposes of litigating such action.
21. Operation of Services; Availability of Products and Services. Mitú provides the Services in the United States of America. Mitú does not represent that the Services or any content on the Services are appropriate (or, in some cases, available) for use in other locations. If you access or use the Website or the Services from a location outside of the United States, you agree that you do so of your own initiative, and you are responsible for complying with local laws as applicable to your access and/or use of the Website or the Services from such location. The Services may not be available worldwide or accessible nationwide, and mitú makes no representation that you will be able to obtain any portion of the Services in any particular location, either within or outside of the United States.
22. Indemnity; Waiver of Injunctive Relief. You agree to indemnify, defend and hold harmless mitú, its subsidiaries, affiliates, licensors and assignees and their respective officers, directors, managers, agents, partners and employees, from and against any and all losses, liabilities, claims, damages and demands, including, but not limited to, reasonable attorneys’ fees, made by any third party due to or arising out of (i) your access to and/or use of the Services, including, without limitation, any, services and/or products offered thereby or in connection therewith; and/or (ii) a violation or breach by you, or any user of your account, of any terms of this Agreement, including, without limitation, a breach of any of the representations, warranties or agreements set forth in this Agreement. This defense and indemnification obligation will survive the expiration/termination of this Agreement and/or your use of the Services. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IF YOU CLAIM THAT YOU HAVE INCURRED ANY LOSS, DAMAGES, OR INJURIES IN CONNECTION WITH YOUR USE OF THE SERVICES, THEN THE LOSSES, DAMAGES, AND INJURIES WILL NOT BE IRREPARABLE OR SUFFICIENT TO ENTITLE YOU TO AN INJUNCTION OR TO OTHER EQUITABLE RELIEF OF ANY KIND. THIS MEANS (WITHOUT LIMITATION) THAT, IN CONNECTION WITH YOUR CLAIM, YOU AGREE THAT YOU WILL NOT SEEK, AND THAT YOU WILL NOT BE PERMITTED TO OBTAIN, ANY COURT OR OTHER ACTION THAT MAY INTERFERE WITH OR PREVENT THE DEVELOPMENT OR EXPLOITATION OF THE WEBSITE, THE SERVICES, OR OTHER INTELLECTUAL PROPERTY OWNED, LICENSED, USED OR CONTROLLED BY MITÚ. However, you acknowledge that any breach or anticipatory breach by you of this Agreement may result in harm to mitú not capable of a remedy of money damages alone and accordingly in addition to any action at law for damages, mitú will be entitled to seek injunctive and other equitable relief.
23. Survival. Following the termination of your account or your use of the Services, the provisions of this Agreement and all rights, liabilities and obligations acquired hereunder by you and/or mitú shall survive in perpetuity and remain in full force and effect.
25. Reporting of Violations. If you become aware of any misuse of the Services or any violation of this Agreement, please report such misuse and/or violation by sending us a message via our contact form.
or by clicking on the “Contact Us” link at the bottom of the mitú Website pages.