Mimeo Labs Terms of Service

Last Updated: June 3, 2016

Welcome to the Mimeo Labs, Inc. (“Mimeo Labs”) website located at http://www.mimeolabs.com/ (the “Site”). Please read these Terms of Service (the “Terms”) and our Privacy Policy http://www.mimeolabs.com/privacy-policy carefully because they govern your use of our Site.

Agreement to Terms

By using our Site, you agree to be bound by these Terms. If you don’t agree to be bound by these Terms, do not use the Site.  

Privacy Policy

Please refer to our Privacy Policy at http://www.mimeolabs.com/privacy-policy for information on how we collect, use and disclose information from our users.  You acknowledge and agree that your use of the Site is subject to our Privacy Policy.

Changes to Terms or Site

We may modify the Terms at any time, in our sole discretion. If we do so, we’ll let you know either by posting the modified Terms on the Site or through other communications. It’s important that you review the Terms whenever we modify them because if you continue to use the Site after we have posted modified Terms on the Site, you are indicating to us that you agree to be bound by the modified Terms. If you don’t agree to be bound by the modified Terms, then you may not use the Site anymore. Because our Site is evolving over time, we may change or discontinue all or any part of the Site, at any time and without notice, at our sole discretion.

ARBITRATION NOTICE: UNLESS YOU OPT OUT OF ARBITRATION WITHIN 30 DAYS OF THE DATE YOU FIRST AGREE TO THESE TERMS BY FOLLOWING THE OPT-OUT PROCEDURE SPECIFIED IN THE “ARBITRATION” SECTION BELOW, AND EXCEPT FOR CERTAIN TYPES OF DISPUTES DESCRIBED IN THE “ARBITRATION” SECTION BELOW, YOU AGREE THAT DISPUTES BETWEEN YOU AND MIMEO LABS WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION AND YOU ARE WAIVING YOUR RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS ACTION OR REPRESENTATIVE PROCEEDING.

Who May Use the Site

Eligibility

You may use the Site only if you are 18 years or older and capable of forming a binding contract with Mimeo Labs and are not barred from using the Site under applicable law.

Email Newsletters and Updates

You can sign up to receive email newsletters and updates from Mimeo Labs on the Site.  If you sign up, we will collect your first name, last name and email address for the purposes of sending email newsletters and updates to you.  By signing up, you agree to the receipt of our email newsletters and updates, unless and until you “opt-out” by following the unsubscribe instructions provided in the email newsletters and updates that you receive. 

Feedback

We welcome feedback, comments and suggestions for improvements to the Site and/or our products (“Feedback”). You can submit Feedback by emailing us at info@mimeolabs.com or by filling in and submitting the Feedback form on the Site (if available). You grant to us a non-exclusive, worldwide, perpetual, irrevocable, fully-paid, royalty-free, sublicensable and transferable license under any and all intellectual property rights that you own or control to use, copy, modify, create derivative works based upon and otherwise exploit the Feedback for any purpose.

Content and Content Rights

For purposes of these Terms, “Content” means text, graphics, images, music, software, audio, video, works of authorship of any kind, and information or other materials that are posted, generated, provided or otherwise made available through the Site.

Content Ownership and Removal

Mimeo Labs and its licensors exclusively own all right, title and interest in and to the Site and Content, including all associated intellectual property rights. You acknowledge that the Site and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. You agree not to remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Site or Content.

Rights in Content Granted by Mimeo Labs

Subject to your compliance with these Terms, Mimeo Labs grants you a limited, non-exclusive, non-transferable, non-sublicensable license to download, view, copy, display and print the Content solely in connection with your permitted use of the Site and solely for your personal and non-commercial purposes. 

General Prohibitions and Mimeo Labs’ Enforcement Rights

You agree not to do any of the following:

·     Use, display, mirror or frame the Site or any individual element within the Site, Mimeo Labs’ name, any Mimeo Labs trademark, logo or other proprietary information, or the layout and design of any page or form contained on a page, without Mimeo Labs’ express written consent;

·     Access, tamper with, or use non-public areas of the Site, Mimeo Labs’ computer systems, or the technical delivery systems of Mimeo Labs’ providers;

·     Attempt to probe, scan or test the vulnerability of any Mimeo Labs system or network or breach any security or authentication measures;

·     Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Mimeo Labs or any of Mimeo Labs’ providers or any other third party (including another user) to protect the Site or Content;

·     Attempt to access or search the Site or Content or download Content from the Site through the use of any engine, software, tool, agent, device or mechanism (including spiders, robots, crawlers, data mining tools or the like) other than the software and/or search agents provided by Mimeo Labs or other generally available third-party web browsers;

·     Send any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;

·     Use any meta tags or other hidden text or metadata utilizing a Mimeo Labs trademark, logo URL or product name without Mimeo Labs’ express written consent;

·     Use the Site or Content, or any portion thereof, for any commercial purpose or for the benefit of any third party or in any manner not permitted by these Terms;

·     Forge any TCP/IP packet header or any part of the header information in any email or newsgroup posting, or in any way use the Site or Content to send altered, deceptive or false source-identifying information;

·     Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Site or Content;

·     Interfere with, or attempt to interfere with, the access of any user, host or network, including, without limitation, sending a virus, overloading, flooding, spamming, or mail-bombing the Site;

·     Impersonate or misrepresent your affiliation with any person or entity;

·     Violate any applicable law or regulation; or

·     Encourage or enable any other individual to do any of the foregoing.

Although we’re not obligated to monitor access to or use of the Site or Content, we have the right to do so for the purpose of operating the Site, to ensure compliance with these Terms, and to comply with applicable law or other legal requirements.  We have the right to investigate violations of these Terms or conduct that affects the Site. We may also consult and cooperate with law enforcement authorities to prosecute users who violate the law.

Links to Third Party Websites or Resources

The Site may contain links to third-party websites or resources. We provide these links only as a convenience and are not responsible for the content, products or services on or available from those websites or resources or links displayed on such websites. You acknowledge sole responsibility for and assume all risk arising from, your use of any third-party websites or resources.

Termination

We may terminate your access to and use of the Site, at our sole discretion, at any time and without notice to you.  Upon any termination of your access to or discontinuation of the Site, the following provisions will survive: “Feedback”, “Content Ownership and Removal”, “Termination”, “Indemnity”, “Limitation of Liability”, “Dispute Resolution” and “General Terms”.

Warranty Disclaimers

The Site and Content are provided “AS IS,” without warranty of any kind. Without limiting the foregoing, WE EXPLICITLY DISCLAIM ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. We make no warranty that the Site will meet your requirements or be available on an uninterrupted, secure, or error-free basis. We make no warranty regarding the quality, accuracy, timeliness, truthfulness, completeness or reliability of any Content.

Indemnity

You will indemnify and hold harmless Mimeo Labs and its officers, directors, employee and agents, from and against any claims, disputes, demands, liabilities, damages, losses, and costs and expenses, including, without limitation, reasonable legal and accounting fees arising out of or in any way connected with (i) your access to or use of the Site or Content, or (ii) your violation of these Terms. 

Limitation of Liability

NEITHER Mimeo Labs NOR ANY OTHER party involved in creating, producing, or delivering the SITE or content will be liable for any incidental, special, exemplary or consequential damages, INCLUDING LOST PROFITS, LOSS OF DATA OR GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE arising ouT of or in connection with thESE TERMS or from the use OF or inability to use the SITE or CONTENT, whether based on warranty, contract, tort (including negligence), PRODUCT LIABILITY or any other legal theory, and whether or not MIMEO LABS has been informed of the possibility of such damage, EVEN IF A limited REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PUrPOSE.  SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.

In no event will MIMEO LABS’ total liability arising out of or in connection with THESE TERMS OR FROM THE USE OF OR INABILITY TO USE the SITE or content EXCEED THE AMOUNTS YOU HAVE PAID TO MIMEO LABS FOR USE OF THE SITE OR content OR ONE HUNDRED DOLLARS ($100), IF YOU HAVE NOT HAD ANY PAYMENT OBLIGATIONS TO MIMEO LABS, AS APPLICABLE.

THE EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MIMEO LABS AND YOU.

Dispute Resolution

Governing Law

These Terms and any action related thereto will be governed by the laws of the State of California without regard to its conflict of laws provisions.

Agreement to Arbitrate

You and Mimeo Labs agree that any dispute, claim or controversy arising out of or relating to these Terms or the breach, termination, enforcement, interpretation or validity thereof or the use of the Site or Content (collectively, “Disputes”) will be settled by binding arbitration, except that each party retains the right: (i) to bring an individual action in small claims court and (ii) to seek injunctive or other equitable relief in a court of competent jurisdiction to prevent the actual or threatened infringement, misappropriation or violation of a party’s copyrights, trademarks, trade secrets, patents or other intellectual property rights (the action described in the foregoing clause (ii), an “IP Protection Action”). Without limiting the preceding sentence, you will also have the right to litigate any other Dispute if you provide Mimeo Labs with written notice of your desire to do so by email or regular mail at support@mimeolabs.com, 160 Waverly Place, STE 203, San Francisco, CA 94108 within thirty (30) days following the date you first agree to these Terms (such notice, an “Arbitration Opt-out Notice”). If you don’t provide Mimeo Labs with an Arbitration Opt-out Notice within the thirty (30) day period, you will be deemed to have knowingly and intentionally waived your right to litigate any Dispute except as expressly set forth in clauses (i) and (ii) above. The exclusive jurisdiction and venue of any IP Protection Action or, if you timely provide Mimeo Labs with an Arbitration Opt-out Notice, will be the state and federal courts located in the Northern District of California and each of the parties hereto waives any objection to jurisdiction and venue in such courts. Unless you timely provide Mimeo Labs with an Arbitration Opt-out Notice, you acknowledge and agree that you and Mimeo Labs are each waiving the right to a trial by jury or to participate as a plaintiff or class member in any purported class action or representative proceeding. Further, unless both you and Mimeo Labs otherwise agree in writing, the arbitrator may not consolidate more than one person's claims, and may not otherwise preside over any form of any class or representative proceeding. If this specific paragraph is held unenforceable, then the entirety of this “Dispute Resolution” section will be deemed void. Except as provided in the preceding sentence, this “Dispute Resolution” section will survive any termination of these Terms.

Arbitration Rules

The arbitration will be administered by the American Arbitration Association (“AAA”) in accordance with the Commercial Arbitration Rules and the Supplementary Procedures for Consumer Related Disputes (the “AAA Rules”) then in effect, except as modified by this “Dispute Resolution” section. (The AAA Rules are available at www.adr.org/arb_med or by calling the AAA at 1-800-778-7879.) The Federal Arbitration Act will govern the interpretation and enforcement of this Section.

Arbitration Process

A party who desires to initiate arbitration must provide the other party with a written Demand for Arbitration as specified in the AAA Rules. (The AAA provides a general Demand for Arbitration and a separate Demand for Arbitration for California residents.) The arbitrator will be either a retired judge or an attorney licensed to practice law and will be selected by the parties from the AAA’s roster of arbitrators. If the parties are unable to agree upon an arbitrator within seven (7) days of delivery of the Demand for Arbitration, then the AAA will appoint the arbitrator in accordance with the AAA Rules.

Arbitration Location and Procedure

Unless you and Mimeo Labs otherwise agree, the arbitration will be conducted in the county where you reside.  If your claim does not exceed $10,000, then the arbitration will be conducted solely on the basis of the documents that you and Mimeo Labs submit to the arbitrator, unless you request a hearing or the arbitrator determines that a hearing is necessary. If your claim exceeds $10,000, your right to a hearing will be determined by the AAA Rules. Subject to the AAA Rules, the arbitrator will have the discretion to direct a reasonable exchange of information by the parties, consistent with the expedited nature of the arbitration.

Arbitrator’s Decision

The arbitrator will render an award within the time frame specified in the AAA Rules. The arbitrator’s decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator’s award of damages must be consistent with the terms of the “Limitation of Liability” section above as to the types and amounts of damages for which a party may be held liable. The arbitrator may award declaratory or injunctive relief only in favor of the claimant and only to the extent necessary to provide relief warranted by the claimant’s individual claim. If you prevail in arbitration you will be entitled to an award of attorneys’ fees and expenses, to the extent provided under applicable law. Mimeo Labs will not seek, and hereby waives all rights it may have under applicable law to recover, attorneys’ fees and expenses if it prevails in arbitration.

Fees

Your responsibility to pay any AAA filing, administrative and arbitrator fees will be solely as set forth in the AAA Rules. However, if your claim for damages does not exceed $75,000, Mimeo Labs will pay all such fees unless the arbitrator finds that either the substance of your claim or the relief sought in your Demand for Arbitration was frivolous or was brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)).

Changes

Notwithstanding the provisions of the “Changes to Terms or Site” section above, if Mimeo Labs changes this “Dispute Resolution” section after the date you first accepted these Terms (or accepted any subsequent changes to these Terms), you may reject any such change by sending us written notice (including by email to info@mimeolabs.com) within 30 days of the date such change became effective, as indicated in the “Last Updated” date above or in the date of Mimeo Labs’ email to you notifying you of such change. By rejecting any change, you are agreeing that you will arbitrate any Dispute between you and Mimeo Labs in accordance with the provisions of this “Dispute Resolution” section as of the date you first accepted these Terms (or accepted any subsequent changes to these Terms).

General Terms

These Terms constitute the entire and exclusive understanding and agreement between Mimeo Labs and you regarding the Site and Content, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Mimeo Labs and you regarding the Site and Content. If any provision of these Terms is held invalid or unenforceable (either by an arbitrator appointed pursuant to the terms of the “Arbitration” section above or by court of competent jurisdiction, but only if you timely opt out of arbitration by sending us an Arbitration Opt-out Notice in accordance with the terms set forth above), that provision will be enforced to the maximum extent permissible and the other provisions of these Terms will remain in full force and effect. You may not assign or transfer these Terms, by operation of law or otherwise, without Mimeo Labs’ prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null. Mimeo Labs may freely assign or transfer these Terms without restriction. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.

Any notices or other communications provided by Mimeo Labs under these Terms, including those regarding modifications to these Terms, will be given: (i) via email; or (ii) by posting to the Site. For notices made by e-mail, the date of receipt will be deemed the date on which such notice is transmitted.

Mimeo Labs’ failure to enforce any right or provision of these Terms will not be considered a waiver of such right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of Mimeo Labs. Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.

Contact Information

If you have any questions about these Terms or the Site, please contact Mimeo Labs at info@mimeolabs.com.