Private Garden
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Terms of Service

Effective Date: November 16, 2023

These Terms of Service (“Terms”) govern your use of the websites, mobile applications, and other services operated by MITH, LLC (“MITH,” “we,” “us” or “our”) where these Terms are posted (collectively, the “Sites”). These Terms represent a binding contract between MITH and you. By creating an account or otherwise accessing the Sites, you expressly represent that you are legally competent to enter into this agreement and agree to be bound by these Terms. If you do not agree to be bound by the Terms, you may not use the Sites.

Certain areas, features, or functionality of the Sites may be subject to different or additional terms, rules, guidelines or policies (“Additional Rules”), and we may provide such Additional Rules to you via postings, pop-up notices, links, or other means at the time that you access or use the relevant area, feature or functionality. From time to time, such Additional Rules may conflict with these Terms. In the event of such a conflict, the Additional Rules will control. Any reference to the “Terms” in this agreement includes the Additional Rules.

IMPORTANT NOTICE

PLEASE NOTE THE ARBITRATION REQUIREMENT AND CLASS ACTION WAIVER SET FORTH BELOW, WHICH REQUIRES YOU TO ARBITRATE CLAIMS YOU MAY HAVE AGAINST US ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT FOR A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, OR REPRESENTATIVE CAPACITY.

ACCOUNT CREATION AND PASSWORDS

By using the Sites, you warrant that you are at least 18 years old or above the age of majority in your place of residence, whichever is older, are of sufficient mental capacity, and are otherwise entitled to be legally bound in contract. To access certain portions of the Sites, you must create an account. You agree to provide information that is truthful, accurate, and current at all times. If you provide any information that is untrue, inaccurate, or incomplete, we reserve the right to terminate your account and suspend your use of the Sites, in whole or in part.

You are responsible for preserving the confidentiality of your account credentials and will notify us of any known or suspected unauthorized use of your account. You agree that you are responsible for all acts or omissions that occur on your account.

Creation of multiple accounts for the same brand or creator, account impersonation, account name “squatting,” and any other misleading or deceptive uses of the Sites is prohibited. Sale, assignment, and transfer of accounts without MITH’s prior written consent, and use of bots and any other automated, robotic, macro, programmed or similar tools or methods to create, open, or manage accounts is prohibited.

ACCOUNT TYPES

Users of the Sites may create two types of accounts:

  • “Creator” accounts may only be opened and managed by authorized brand or creator representatives. These accounts provide access to creator tools made available on and through the Sites;
  • “Member” accounts allow users to engage with creators and obtain access to products, services, and other offerings and content that the creator chooses to make available to members.

OUR CONTENT

Except for content posted to the Sites by you or other third party users of the Sites (see “Your Content”), the Sites and their content, features and functionality, including, without limitation, information, text, graphics, design templates, logos, images, audio clips, video clips, computer code, APIs, embeds, data compilations and the design, selection and arrangement thereof (collectively, the “MITH Content”), are the exclusive property of MITH, our licensors, or other content suppliers, and are protected by United States and international copyright, trademark, patent and other intellectual property or proprietary rights laws, and may not be used or exploited in any way without our prior written consent.

We are providing you with access to the Sites pursuant to a limited, non-exclusive, non-sub-licensable, non-transferable, revocable license. This license is available to you as long as you are not barred from the Sites by applicable law and your access is not terminated by us. If these Terms are not enforceable where you are located, you may not use the Sites. MITH reserves all right, title, and interest not expressly granted under this license to the fullest extent possible under applicable laws.

Except as otherwise expressly stated herein, you may not modify, copy, distribute, display, reproduce, sell, license, or create derivative works from any MITH Content, in whole or in part, including any text, images, audio, and video in any manner, without the prior written authorization of MITH or any applicable third party suppliers. Any unauthorized use of the MITH Content may violate copyright laws, trademark laws, the laws of privacy and publicity, and applicable regulations and statutes. You agree to comply with reasonable written requests from us to help us protect our proprietary and intellectual property rights.

YOUR CONTENT

Some features on our Sites, either now or in the future, may allow you to post, upload, or submit content and other information on, to, or through the Sites (“Your Content”). You own any intellectual property rights to Your Content, but you grant MITH a royalty-free, perpetual, irrevocable, worldwide, unlimited, nonexclusive license to use, reproduce, create derivative works from, modify, publish, edit, translate, distribute, perform, and display Your Content in any media or medium, or any form, format, or forum now known or hereafter developed. We may sublicense these rights through multiple tiers of sublicenses. You are responsible for Your Content, and acknowledge that once published, we cannot always remove it due to caching, backups, archiving, or shares by other users.

You agree not to post, upload, or submit any content or information to the Sites that infringes others’ intellectual property, privacy, or proprietary rights. MITH reserves the right to remove content that violates MITH’s terms and policies, including these Terms. We reserve the right to suspend or terminate the accounts of users who are the subject of repeated complaints or other evidence that suggests a pattern of repeat infringement.

Information posted to or transmitted through the Site may be shared with the public. This may include: your public MITH profile, including your name, avatar image, the date you created your MITH account, and any location information you’ve added; social media accounts you’ve connected to your MITH account; your public biographical description if you’ve added one to your MITH account; other creators you support; the posts you’ve liked; the comments you’ve made; the contents of your creator page, including a description of your creator page, descriptions of your membership tiers, the titles of all of your posts, goals you’ve set for your creator page, whether your creator page has a shop, and information about any offerings you’ve added to that shop, including the title, description, and characteristics of those offerings; if your earnings visibility setting is enabled, the amount of money earned on MITH from your creator page; the contents of your posts are made available to the audience you’ve selected – for example, public posts are public and posts limited to a selected membership tier are visible to anyone who subscribes to that tier; and when you like or react to a comment on one of the posts on your creator page this fact may be displayed to the audience that can view the post based on the post’s visibility setting. If you do not want such information to be displayed, please do not post it to the Site and/or modify your visibility settings.

FEEDBACK AND UNSOLICITED IDEA SUBMISSIONS

Any feedback you provide about the Sites shall be deemed non-confidential and MITH shall not have any obligation to keep any such material confidential. Users should not share any information or data with MITH that is sensitive, proprietary, confidential, or infringing of or violates a third party’s intellectual property or privacy. MITH shall be free to use any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever including, but not limited to, improving the Sites and developing, modifying, and marketing products or services incorporating such information.

USER CONDUCT

By using the Sites, you agree to not use the Sites in any manner that:

  • Is designed to interrupt, destroy or limit the functionality of, any computer software or hardware or telecommunications equipment (including by means of software viruses or any other computer code, files or programs);
  • Attempts to access or search the Sites or download, scrape, mine, or harvest content, information, or data from the Sites through the use of automated, robotic, macro, programmed or similar tools or methods, including but not limited to bots, spiders, crawlers, and data mining tools;
  • Interferes with or disrupts the Sites, services connected to the Sites, or otherwise interferes with operations or services of the Sites in any way;
  • Infringes any copyright, trademark, trade secret, patent or other right of any party, or defames or invades the publicity rights or the privacy of any person, living or deceased (or impersonates any such person);
  • Consists of any unsolicited or unauthorized advertising, promotional materials, “junk mail,” “spam,” “chain letters,” “pyramid schemes,” or any other form of solicitation;
  • Causes MITH to lose (in whole or in part) the services of our Internet service providers or other suppliers;
  • Links to materials or other content, directly or indirectly, to which you do not have a right to link;
  • Is false, misleading, unlawful, harmful, threatening, abusive, harassing, tortious, defamatory, vulgar, obscene, libelous, invasive of another’s privacy, hateful, inflammatory, or racially, ethnically or otherwise objectionable, as determined by MITH in our sole discretion;
  • Shows, promotes, or encourages violence, self-harm or suicide;
  • Copies, modifies, creates a derivative work of, reverse engineers, decompiles or otherwise attempts to extract the source code of the software underlying the Sites or any portion thereof;
  • Violates, or encourages anyone to violate these Terms, any ancillary terms and conditions listed on the Sites, or the Privacy Policy; or
  • Violates, or encourages to violate, any applicable local, state, national, or international law, regulation, or order.

MITH reserves the right, but not the obligation, to monitor, delete or refrain from making available any content that violates these Terms, any ancillary terms and conditions listed on the Sites, or the Privacy Policy, as determined by MITH in its sole and absolute discretion (“Prohibited Content”). You agree that MITH shall not be responsible or liable for any loss or damage of any sort incurred as the result of Prohibited Content.

OFF-SITE DEALINGS

Your interactions with organizations and/or individuals found on or through the Sites, including payment and delivery of goods or services, and any other terms, conditions, warranties or representations associated with such dealings, are solely between you and such organizations and/or individuals. You should make whatever investigation you feel necessary or appropriate before proceeding with any online or offline transaction with any of these third parties. You agree that MITH shall not be responsible or liable for any loss or damage of any sort incurred as the result of any such dealings. If there is a dispute between participants on the Sites, or between users and any third party, you agree that MITH is under no obligation to become involved. In the event that you have a dispute with one or more other users, you release MITH, its parent, subsidiary, and affiliated entities, and each of their respective directors, officers, employees, agents, and successors (collectively, the “Released Parties”) from claims, demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related to such disputes and/or the Sites. You shall and hereby do waive California Civil Code Section 1542 or any similar law of any jurisdiction, which says in substance: “A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party.”

THIRD PARTY WEBSITES, APPS, AND SERVICES

Certain features of the Sites are or may be provided by or through third-party platforms or services. If you choose to connect your MITH account to other websites, apps, or services, you may be asked to give those websites, apps, or services access to information about your MITH account and/or permission to perform actions within your MITH account on your behalf. If you choose to access or use any such third-party websites, apps, or services, you do so entirely at your own risk and subject to the terms and conditions of use for such third-party websites, apps, and services.

FEES AND PAYMENTS

Use of the Sites and certain features and services of the Sites may require enrollment in a subscription and/or payment of additional fees. The fees for creators and members are summarized below.

Creator fees may include:

  • Creator subscription fees, which may consist of a recurring annual or monthly fee and/or a percentage of the revenue you generate on the Sites. For additional details about recurring charges, see Auto-Renewal and Cancellation section below;
  • Feature-specific fees, which may arise from the use of particular MITH services or features;
  • Payment processing or transaction fees, which are typically calculated as a percentage of or fee for each successfully processed transaction; and
  • Payout fees, which is a fee for transferring money earned on the Sites and may vary based on your specified payout method.

Member fees may include:

  • Member subscription fees, which may consist of a recurring annual or monthly fee in order to access creator content. For additional details about recurring charges, see Auto-Renewal and Cancellation section below;
  • In addition, members may be able to make subscribe to or make one-time purchases of creator products or services.

The above list is provided for illustration purposes only. The most current information about subscriptions and fees can be found on the Membership Page (https://privategarden.us/memberships) or on the page where the product or services are offered. All fees are charged in US Dollars (USD).

Auto-Renewal and Cancellation. Recurring subscription fee for a subscription will be billed at the beginning of your subscription period or expiration of your free trial period, if any. Paid subscriptions automatically renew until they are cancelled as described below. This means that, after your initial subscription period, and again after any subsequent subscription periods, you will automatically be billed for an additional period of the same length. For example, if you select a monthly subscription, you will be billed for an additional month at the beginning of the next month, and then for each month after that, until you cancel your subscription.

You may cancel your subscription at any time by logging into your account on the Sites or contacting us at support@mith.io. You have the right to cancel your subscription without fee or penalty at any time. If you cancel your subscription, cancellation will be effective at the end of the current subscription period. After cancellation, you will have continued access to the applicable content and/or services for the remainder of the current subscription period, but you will not receive any refund, unless otherwise stated at the time of cancellation. Please note that the provision of a full or partial refund in one instance will not entitle you or any person to a full or partial refund under similar circumstances or for any reason not specifically agreed to by MITH. You will receive notice of any increase in your subscription fee as required under applicable law. Price changes for subscriptions will take effect at the start of the next subscription period. They may also vary depending on the level and type of MITH service you select and/or other offerings which may be made available from time to time. You can manage your subscriptions and view transaction history on your account dashboard.

Free Trials. On certain occasions, MITH may offer free trials of its paid services. If we offer you a free trial, the specific terms of the free trial will be stated on the relevant portion of the Sites or the marketing material describing the free trial. If you do not cancel your free trial within the trial period set out in the terms of the free trial, it will automatically convert to a paid subscription. This means that we will charge your payment card for the applicable subscription fee once your free trial period ends and we will continue charging you for each recurring subscription period until you cancel the subscription. You may cancel your subscription at anytime by logging into your account or contacting us at support@mith.io. The free trial offer terms will present the details of the free trial and the subscription that will result absent cancellation.

Refunds. Except as otherwise stated at time of purchase, we do not offer refunds for purchases or cancelled subscriptions.

EFFECT OF TERMINATION BY CREATORS

Portability of Data. Upon termination of a MITH creator account, you may obtain a CSV file containing general customer data, such as name, email, birthdate, and address, in compliance with applicable regulations. You can access these data analytics exports for a period of up to 30 days after your termination.

Notice Requirement. You must notify MITH 30 days prior to terminating your creator account to provide adequate notice to your members and community. During the transition period, your domain name system records must be updated to prevent disruption to your domain and you may be required to implement an offboarding standard operating procedure to ensure a seamless transition and avoid interruption to your domain. Some creator accounts may be subject to minimum terms, in which case, termination of the creator account shall be effective at the conclusion of the agreed-upon minimum term.

Fulfillment of Outstanding Orders and Services. Before terminating your MITH account, creators must fulfill all outstanding orders and services or issue refunds to users for unfulfilled orders, such as merchandise and tickets. Additionally, you must cancel or reschedule any outstanding customer-paid experiences prior to the end of the 30-day notice period.

NO FRAMING

Without the prior written permission of MITH, you may not frame, or make it appear that a third-party site is presenting or endorsing, any of the content of the Sites, or incorporate any intellectual property of the Sites, MITH or any of its licensors into another website or other service.

PRIVACY

We respect your privacy and have taken specific steps to protect it. Your submission of personal information through the Sites is governed by our Privacy Policy (https://privategarden.us/privacy).

TEXT MESSAGES

If you sign-up to receive text messages from MITH or a creator, you agree to receive recurring autodialed telemarketing messages from MITH or the creator, as applicable, at the telephone number provided. Consent to receive automated marketing text messages is not a condition of any purchase. Message and data rates may apply. Message frequency may vary.

LOCATION RESTRICTIONS

MITH complies with economic sanctions and trade restrictions, including those implemented by the Office of Foreign Assets Control (“OFAC”) of the United States Department of the Treasury. This means that we cannot take part in transactions that involve designated people, places, or items that originate from those places, as determined by agencies like OFAC. You may not use the Sites if you reside in certain geographic areas, including Crimea, Cuba, Iran, North Korea, Syria, and the so-called Donetsk People’s Republic (DNR) and Luhansk People’s Republic (LNR), or any individual or entity operating or residing in those places or if you appear on sanctions lists such as OFAC’s Specially Designated Nationals or Foreign Sanctions Evaders (“FSE”) List.

DISCLAIMER OF WARRANTIES

TO THE FULLEST EXTENT PERMITTED UNDER LAW AND SAVE FOR THE RIGHTS GRANTED TO CONSUMERS UNDER APPLICABLE LAWS, THE SITES AND THE CONTENT ON THE SITES ARE PROVIDED "AS IS." MITH MAKES NO REPRESENTATION OR WARRANTY OF ANY KIND WHATSOEVER TO YOU OR ANY OTHER PERSON RELATING IN ANY WAY TO THE SITES OR THE CONTENT OR COMMUNICATIONS ON THE SITES, OR ANY WEBSITE OR OTHER CONTENT OR SERVICE THAT MAY BE ACCESSIBLE DIRECTLY OR INDIRECTLY THROUGH THE SITES, TO THE EXTENT PERMITTED BY LAW. MITH DISCLAIMS IMPLIED WARRANTIES THAT THE SITES AND ALL SOFTWARE, CONTENT AND SERVICES, INFORMATION DISTRIBUTED THROUGH THE SITES ARE MERCHANTABLE, OF SATISFACTORY QUALITY, ACCURATE, TIMELY, FIT FOR A PARTICULAR PURPOSE OR NEED, OR NON-INFRINGING. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY MITH OR A REPRESENTATIVE SHALL CREATE A WARRANTY.

WE DO NOT GUARANTEE THAT THE SITES WILL MEET YOUR REQUIREMENTS, OR THAT THEY ARE ERROR-FREE, RELIABLE, WITHOUT INTERRUPTION OR AVAILABLE AT ALL TIMES. WE DO NOT GUARANTEE THAT THE SERVICES THAT MAY BE OBTAINED FROM THE USE OF THE SITES, INCLUDING ANY SUPPORT SERVICES, WILL BE EFFECTIVE, RELIABLE, AND ACCURATE OR MEET YOUR REQUIREMENTS. WE DO NOT GUARANTEE THAT YOU WILL BE ABLE TO ACCESS OR USE THE SITES (EITHER DIRECTLY OR THROUGH THIRD-PARTY NETWORKS) AT ALL TIMES OR LOCATIONS OF YOUR CHOOSING.

FURTHER, MITH DOES NOT ENDORSE AND MAKES NO WARRANTY REGARDING THE ACCURACY OR RELIABILITY OF ANY OPINION, INFORMATION, ADVICE OR STATEMENT ON THE SITES. UNDER NO CIRCUMSTANCES WILL THE RELEASED PARTIES BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED THROUGH THE CONTENT ON THE SITES. IT IS YOUR RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS OR USEFULNESS OF ANY INFORMATION, OPINION, ADVICE OR OTHER CONTENT AVAILABLE THROUGH THE SITES. PLEASE SEEK THE ADVICE OF PROFESSIONALS, AS APPROPRIATE, REGARDING THE EVALUATION OF ANY SPECIFIC INFORMATION, OPINION, ADVICE OR OTHER CONTENT ON THE SITES.

SOME JURISDICTIONS DO NOT PERMIT THE EXCLUSION OF CERTAIN WARRANTIES, SO THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU.

LIMITATION OF LIABILITY

TO THE FULLEST EXTENT PERMITTED UNDER LAW, THE RELEASED PARTIES WILL HAVE NO OBLIGATION OR LIABILITY (WHETHER ARISING IN CONTRACT, WARRANTY, TORT, INCLUDING NEGLIGENCE, PRODUCT LIABILITY, OR OTHERWISE) FOR ANY DAMAGES OR LIABILITIES, INCLUDING DIRECT, INCIDENTAL, INDIRECT, SPECIAL, OR CONSEQUENTIAL (INCLUDING ANY LOSS OF DATA, REVENUE OR PROFIT OR DAMAGES ARISING FROM PERSONAL INJURY/WRONGFUL DEATH) ARISING WITH RESPECT TO YOUR USE OF THE SITES, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION APPLIES TO DAMAGES ARISING FROM (i) USE OF OR INABILITY TO USE THE SITES, (ii) COST OF PROCUREMENT OF SUBSTITUTE GOODS AND SERVICES, (iii) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS BY THIRD PARTIES, (iv) THIRD PARTY CONTENT MADE AVAILABLE TO YOU THROUGH THE SITES, OR (v) ANY OTHER MATTER RELATING TO THE SITES.

In addition, when using the Sites, information will be transmitted over a medium which is beyond the control and jurisdiction of MITH, its partners, advertisers, and sponsors or any other third party mentioned on the Sites. Accordingly, MITH assumes no liability for or relating to the delay, failure, interruption, or corruption of any data or other information transmitted in connection with use of the Sites.

SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

INDEMNIFICATION

You agree to defend (at MITH’s option), indemnify, and hold the Released Parties harmless from and against any and all liabilities, claims, damages, costs, and expenses, including attorneys’ fees and costs, arising from or related to your misuse of the Sites or any breach by you of these Terms. We reserve the right, at our expense, to assume exclusive defense and control of any matter otherwise subject to indemnification by you and, in any case, you agree to cooperate with us if and as requested by us in the defense and settlement of such matter.

DISPUTE RESOLUTION AND AGREEMENT TO ARBITRATE

By using the Sites, you and MITH agree that, if there is any controversy, claim, action, or dispute arising out of or related to your use of the Sites or the breach, enforcement, interpretation, or validity of these Terms or any part of them (“Dispute”), both parties shall first try in good faith to settle such Dispute by providing written notice to the other party describing the facts and circumstances of the Dispute and allowing the receiving party thirty (30) days in which to respond to or settle the Dispute. Notice shall be sent to:

  • Us, at support@mith.io or P.O, Box 1100 Studio City, CA 91614
  • You, at the address we have on file for you.

Both you and MITH agree that this dispute resolution procedure is a condition precedent that must be satisfied before initiating any litigation or filing any claim against the other party.

IF ANY DISPUTE CANNOT BE RESOLVED BY THE ABOVE DISPUTE RESOLUTION PROCEDURE, YOU AGREE THAT SUCH DISPUTE WILL BE DECIDED BY BINDING ARBITRATION ON AN INDIVIDUAL BASIS. ARBITRATION ON AN INDIVIDUAL BASIS MEANS THAT YOU WILL NOT HAVE, AND YOU WAIVE, THE RIGHT TO HAVE A JUDGE OR JURY TO DECIDE YOUR CLAIMS, AND THAT YOU MAY NOT PROCEED IN A CLASS, CONSOLIDATED, COLLECTIVE OR REPRESENTATIVE CAPACITY. Other rights that you and we would otherwise have in court will not be available or will be more limited in arbitration, including discovery and appeal rights.

All such Disputes shall be exclusively submitted to Judicial Arbitration and Mediation Services (JAMS) (www.jamsadr.com) for binding arbitration under its rules then in effect (as modified by this agreement to arbitrate), before one arbitrator to be mutually agreed upon by both parties. The arbitration shall be conducted in accordance with the JAMS Consumer Arbitration Minimum Standards (https://www.jamsadr.com/consumer-minimum-standards/) if it is determined by JAMS or the arbitrator that these standards are applicable to the Dispute. The location of any hearings will be determined by the applicable JAMS rules, provided that if the claim is for $10,000 or less, you may choose to have the arbitration conducted (1) solely on the basis of the documents submitted to the arbitrator or (2) through a non-appearance based hearing by teleconference or videoconference.

The arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve any Dispute arising under or relating to the interpretation, applicability, enforceability, or formation of these Terms, including any claim that all or any part of these Terms are void or voidable. For the avoidance of doubt, you and MITH agree that the arbitrator shall have the exclusive power to rule on his or her own jurisdiction, including any objections with respect to the existence, scope, or validity of this agreement to arbitrate or the arbitrability of any claim or counterclaim. The arbitrator may award (on an individual basis) any relief that would be available in a court. The award rendered by the arbitrator may be confirmed and enforced in any court having jurisdiction thereof.

Notwithstanding the foregoing, in lieu of arbitration either you or MITH may (1) bring an individual claim in small claims court in the United States consistent with any applicable jurisdictional and monetary limits that may apply and (2) file an individual claim in court to enjoin the infringement or other misuse of its intellectual property rights, provided that any such claim is brought and maintained on an individual basis.

CHOICE OF LAW AND CHOICE OF FORUM

These Terms have been made in and shall be construed in accordance with the laws of the United States (including federal arbitration law) and the state of Delaware, without giving effect to any conflict of laws principles. Except for disputes or claims properly lodged in a small claims court in the United States, any disputes or claims not subject to the arbitration provision discussed above shall be resolved by a court located in Delaware and you agree and submit to the exercise of personal jurisdiction of such courts for the purpose of litigating any such claim or action. You further agree that any such claims will be brought and maintained solely on an individual basis and not as part of any class, consolidated, collective or representative capacity, and that you waive your right to a jury trial with respect to any such action.

You and MITH acknowledge that these Terms evidence a transaction involving interstate commerce. Any arbitration conducted pursuant to these Terms shall be governed by the Federal Arbitration Act (9 U.S.C. §§ 1-16).

CLAIMS OF COPYRIGHT INFRINGEMENT

We comply with the Digital Millennium Copyright Act (“DMCA”). If you have a concern regarding the use of copyrighted material on our Sites, please contact our agent designated for responding to reports of copyright infringement (“Designated Agent”). In the subject line of your message, please include “Re: Claim of Copyright Infringement.” The contact information for our Designated Agent is as follows: copyright@mith.io.

To be effective, the notification must be a written communication that includes the following:

  1. A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed;
  2. Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site;
  3. Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit us to locate the material;
  4. Information reasonably sufficient to permit us to contact the complaining party, such as an address, telephone number and, if available, an email address at which the complaining party may be contacted;
  5. A statement that the complaining party has a good-faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent or the law; and;
  6. A statement that the information in the notification is accurate and, under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.

When we receive a report of copyright infringement, we may give notice to the relevant user by means of a general notice on the Sites, email to the user’s address in our records, or written communication sent by first-class mail to the user’s physical address in our records. If you receive such a notice, you may provide counter-notification in writing to the Designated Agent that includes the information below. To be effective, the counter-notification must be a written communication that includes the following:

  1. Your physical or electronic signature;
  2. Identification of the material that has been removed or to which access has been disabled, and the location at which the material appeared before it was removed or access to it was disabled;
  3. A statement from you, under penalty of perjury, that you have a good-faith belief that the material was removed or disabled as a result of a mistake or misidentification of the material to be removed or disabled; and
  4. Your name, physical address, telephone number, and a statement that you consent to the jurisdiction of a federal district court for the judicial district in which your physical address is located, or if your physical address is outside of the United States, for any judicial district in which we may be found, and that you will accept service of process from the person who provided notification of allegedly infringing material or an agent of such person.

In an effort to protect the rights of copyright owners, we maintain a policy for the termination, in appropriate circumstances, and where technically feasible, of account holders who are repeat infringers.

MODIFICATION AND TERMINATION

We reserve the right to modify these Terms at any time. When we do so, we will update the “Effective Date” above. By continuing to use the Sites, or any portion thereof, after we post any such changes, you accept these Terms, as modified.

We shall have the right to immediately terminate these Terms with respect to any user which we, in our sole discretion, consider to be unacceptable, or in the event of any breach by you of these Terms. More generally, we may change, restrict access to, suspend or discontinue the Sites, or any portion of the Sites, at any time and at our sole discretion.

MISCELLANEOUS

  • A. No waiver. Our failure to act with respect to a breach by you or others does not waive our right to act with respect to a subsequent or similar breach or breaches. If MITH does not exercise or enforce any legal right or remedy which is contained in these Terms (or which MITH has the benefit of under any applicable law or regulation), such action or inaction shall not be taken to be a formal waiver of MITH’s rights, and all such rights or remedies shall still be available to MITH.
  • B. Severability. If any provision of these Terms is held to be invalid by a court having competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms, which shall remain in full force and effect.
  • C. Entire Agreement. These Terms and any Additional Rules set forth the entire understanding and agreement between us with respect to your use of the Sites.
  • D. Assignment. You may not assign, transfer, or sublicense any or all of your rights or obligations under these Terms without our express prior written consent. We may assign, transfer, or sublicense any or all of our rights or obligations under these Terms without restriction.
  • E. No Relationship. These Terms do not, and shall not be construed to, create any partnership, joint venture, employer-employee, agency, or franchisor-franchisee relationship between you and MITH.
  • F. Notice to California Residents. You may reach MITH as described in the contact information provided below in the “CONTACT US” section. California residents may also reach the Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs by mail at 1625 North Market Blvd., Sacramento, CA 95834, or by telephone at (800) 952-5210.

CONTACT US

If you have any questions, comments or concerns about these Terms or the Sites, you may contact us support@mith.io. Upon the creation of your MITH account, you will also be assigned a customer support contact.

© MITH, LLC 2023