Mighty Digits Terms of Service
These terms of service (the “Terms of Service”) are a legal agreement between you and Mighty Digits LLC (“Mighty”, “Mighty Digits”, “we,” “us,” or “our”). These Terms of Service specify the terms under which you may access and use our website located at www.mightydigits.com (the “Site”) and the services (the Site with the services, collectively the “Services”).
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING AND USING THE SERVICES OR ANY PORTION THEREOF, BECAUSE BY USING ANY OF THE SERVICES, CLICKING “I AGREE,” OR OTHERWISE MANIFESTING YOUR ASSENT TO THESE TERMS OF SERVICE, YOU AGREE TO BE BOUND BY THESE TERMS OF SERVICE AND OUR PRIVACY POLICY (THE “​​​​PRIVACY POLICY”, TOGETHER WITH THE TERMS OF SERVICE, THE “AGREEMENT”), WHICH IS HEREBY INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO (OR CANNOT COMPLY WITH) ALL OF THE TERMS OF THESE TERMS OF SERVICE, DO NOT ACCESS OR USE THE SERVICES.
THE SERVICES, CONTENT, SITE AND DELIVERABLES (AS DEFINED BELOW) THAT ARE PROVIDED TO YOU ARE INTENDED FOR YOUR INTERNAL BUSINESS USE ONLY AND ARE NOT GAAP ASSURED. MIGHTY IS NOT A CERTIFIED PUBLIC ACCOUNTING FIRM, AND MIGHTY EXPRESSLY DISCLAIMS ANY RELIANCE BY YOU ON THE SERVICES, CONTENT, SITE, OR DELIVERABLES BEING COMPLIANT WITH GAAP OR ANY OTHER ACCOUNTING STANDARDS.
THE SECTIONS BELOW TITLED “BINDING ARBITRATION” AND “CLASS ACTION WAIVER” CONTAIN A BINDING ARBITRATION AGREEMENT, AND CLASS ACTION WAIVER. THEY AFFECT YOUR LEGAL RIGHTS. PLEASE READ THEM.
If you accept or agree to this Agreement on behalf of a company or other legal entity, you represent and warrant that you have the authority to bind that company or other legal entity to the Agreement and, in such event, “you” and “your” will refer and apply to that company or other legal entity.
Capitalized terms not defined in these Terms of Service shall have the meaning set forth in our Privacy Policy.
​
OUR SERVICES AND USERS.
​​​The Services provide finance, strategic and accounting assistance for start-up and early-stage companies.
Our Services have several types of users:
Visitors. Visitors to our Site, as the term implies, are people who do not register for an account, but want to explore the Site for informational purposes. No login is required for visitors to the Site. Visitors can access all publicly-available content and features of the Site, and can contact us using the contact link on the Site.
​
Registered Users and Accounts. In order to use the Services, you must establish an account with us. Might Digits is under no obligation to accept any individual or entity as an account holder, and may accept or reject any registration in our sole and complete discretion. If an entity registers an account and authorizes its employees or independent contractors to work within the entity’s account, such individuals will be referred to as “Authorized Users”. Authorized Users and all others who register accounts may sometimes be referred to as “Users” collectively in these Terms of Service.
To create an account, you or your authorized representative will be prompted to create a password and user name (“Mighty User ID”) and perhaps provide certain additional information that will assist in authenticating your identity when you log-in in the future, or signing in using one of your login credentials from a third party service (e.g. your Google sign-in credentials or your Apple sign-in credentials) (collectively “Login Credentials”). You may not transfer your account to anyone else without our prior written permission. When creating your account, you must provide true, accurate, current, and complete information about yourself. Each Mighty User ID and corresponding password can be used by only one individual. You are responsible for maintaining the confidentiality of your account Login Credentials. You are fully responsible for all activities that are associated with your account (including but not limited to any Purchases (defined below), use of the Services, or communications from your account to Mighty). You agree to immediately notify us of any unauthorized use or suspected unauthorized use of your account or any other breach of security.
RESTRICTIONS
We reserve the right, in our sole and absolute discretion, to deny you access to the Services, or any portion of the Services, including by closing or disconnecting your account, without notice and without reason, including for your breach of these Terms of Service. In the event we close or disconnect your account, other than due to your breach of these Terms of Service, we shall provide you with a pro-rata refund for any pre-paid Subscription Fee that has not yet been earned by Mighty.
​
USER DATE: LICENSES
Definitions. “User Data” means any data and information that you or your Authorized Users submit to the Services and/or provide to Mighty, including, without limitation, the personal information (such as name, email address, and other identifying information) of Authorized Users, photographs, text and documents from or about Projects. “Usage Data” means the data that we collect in connection with our monitoring of the performance and use of the Services by you and your Authorized Users, including, without limitation, date and time that you access the Services, the portions of the Services visited, the frequency and number of times such pages are accessed, the number of times the Services are used in a given time period and other usage and performance data.
License Grant. Subject to the terms and conditions of this Agreement, you hereby grant us a non-exclusive, worldwide, fully paid-up, royalty-free right and license, with the right to grant sublicenses, to reproduce, execute, use, store, archive, modify, perform, display, and distribute the User Data for the purpose of providing and improving the Services hereunder. You will have sole responsibility for the accuracy, quality, and legality of your User Data.
Aggregated Data. Notwithstanding anything to the contrary herein, we may use, and may permit our third-party service providers to access and use, the User Data, as well as any Usage Data that we may collect, in an anonymous and aggregated form (“Aggregate Data”) for the purposes of operating, maintaining, managing, and improving our Services. Aggregate Data does not identify you or any individual. You hereby agree that we may collect, use, publish, disseminate, sell, transfer, and otherwise exploit such Aggregate Data.
Ownership. All right, title, and interest in and to the Usage Data and the Aggregate Data, including all modifications, improvements, adaptations, enhancements, derivatives, or translations made thereto or therefrom, and all intellectual property rights therein, are and will remain the sole and exclusive property of Mighty. Excluding Mighty’s rights in Usage Data and Aggregate Data, all right, title, and interest in and to the User Data, and all intellectual property rights therein, will be and remain your sole and exclusive property.
Data Security. We (and any third-party hosting provider that we may engage) will employ commercially reasonable physical, administrative, and technical safeguards to secure the User Data, from unauthorized use or disclosure.
Representation. If you submit User Data, you represent and warrant that you have all rights and permissions necessary for you to provide Mighty with or grant Mighty access to and use of all User Data.
​
​​PURCHASE TERMS​
Fees. Mighty offers and Users can purchase a monthly or annual subscription for the Services (“Subscription”) for a fee set forth on the Site (the “Subscription Fee”). Mighty may add new fees and charges, or amend fees and charges, at any time in its sole discretion. Mighty will seek to notify you by reasonable means of any material increase in such fee. Payment for a Subscription is due immediately upon making a purchase for a subscription. By making a purchase, Buyer is agreeing to pay Mighty, through our third-party payment processor, Stripe (“Payment Processor” or “Stripe”), all charges at the fees then in effect for Subscriptions. By using the Services to buy a Subscription, you agree to Stripe’s Terms of Use and Privacy Policy, located here: https://stripe.com/us/terms and https://stripe.com/us/privacy. Please note that Mighty reserves the right to change its third party payment processor at any time. USERS MUST PROVIDE CURRENT, COMPLETE, AND ACCURATE INFORMATION FOR THEIR ACCOUNTS, AND PROMPTLY UPDATE ALL INFORMATION TO KEEP SUCH ACCOUNT INFORMATION CURRENT, COMPLETE, AND ACCURATE (SUCH AS A CHANGE IN BILLING ADDRESS, CREDIT CARD NUMBER, OR CREDIT CARD EXPIRATION DATE). FURTHER, USERS MUST PROMPTLY NOTIFY US IF A PAYMENT METHOD IS CANCELED (E.G., FOR LOSS OR THEFT) OR IF USER BECOMES AWARE OF A POTENTIAL BREACH OF SECURITY, SUCH AS THE UNAUTHORIZED DISCLOSURE OR USE OF USER’S USER NAME OR PASSWORD. CHANGES TO SUCH INFORMATION CAN BE MADE AT USER’S ACCOUNT PAGE.
​
​​​​ ​By purchasing a Subscription, User acknowledges that User’s Subscription has an initial and recurring payment charge at the then-current Subscription rate, User agrees that Mighty may submit monthly charges, in advance to User’s chosen payment method without further authorization from User, until User provide notice to Mighty that User wishes to cancel User’s Subscription or to change User’s payment method. User further accepts responsibility for all recurring charges prior to cancellation, including, where applicable, any charges processed by Mighty after the expiration date of your payment card.
​
​​​Subscriber may change or terminate Subscriber’s Subscription by emailing us at ​ ​info@mightydigits.com. If Subscriber terminates Subscriber’s Subscription, Subscriber may use Subscriber’s Subscription until the end of the then-current billing cycle, and the Subscription will not be renewed after that period expires. Mighty does not refund any pre-paid portion of the Subscription fee. Mighty may immediately terminate or suspend Subscriber’s Subscription for any reason or no reason in accordance with these Terms of Service. If we terminate or suspend Subscriber’s Subscription, Subscriber’s license to use any software or content provided in connection with the Subscription is also terminated or suspended (as applicable).
INTELLECTUAL PROPERTY
The Services contains material, such as software, text, graphics, images, and other material (other than Deliverables) provided by or on behalf of Mighty (collectively referred to as the “Content”). The Services and the Content are protected under United States and foreign laws. The Services and Content are protected by copyright, trademark, and other laws of the United States and foreign countries. Except as expressly provided in this Agreement, Mighty and our licensors exclusively own all right, title, and interest in and to the Services and Content, including all associated intellectual property rights.
​
Subject to the terms and conditions of these Terms of Use, Mighty grants you a limited, non-transferable, non-exclusive, license to access and use the Services and the Content solely for your internal business purposes. You may not (i) remove, alter, or obscure any copyright, trademark, service mark, or other proprietary rights notices incorporated in or accompanying the Services or the Content, or (ii) sell, transfer, assign, license, sublicense, or modify the Services or the Content or reproduce, display, publicly perform, make a derivative version of, distribute, or otherwise use the Services or Content in any way for any public or commercial purpose.
The trademarks, service marks, and logos of Mighty (the “Mighty Trademarks”) used and displayed on the Services are registered and unregistered trademarks or service marks of Mighty. Other company and service names located on the Services may be trademarks or service marks owned by third parties (the “Third-Party Trademarks,” and, collectively with Mighty Trademarks, the “Trademarks”). Nothing on the Services should be construed as granting, by implication, estoppel, or otherwise, any license or right to use the Trademarks, without our prior written permission specific for each such use. Use of the Trademarks as part of a link to or from any site is prohibited unless establishment of such a link is approved in advance by us in writing. All goodwill generated from the use of Mighty Trademarks inures to our benefit.
Elements of the Services are protected by trade dress, trademark, unfair competition, and other state and federal laws and may not be copied or imitated in whole or in part, by any means, including, but not limited to, the use of framing or mirrors. None of the Content may be retransmitted without our express, written consent for each and every instance.
Provided that the User does not owe Mighty any Subscription Fees or other fees that have not yet been paid, title to any reports, results, or other work product created for User (excluding Background Materials, as defined below) (each a “Deliverable”) shall be considered "works-made-for-hire" within the meaning of the U.S. Copyright Act of 1976, as amended (the "Act"), of which the User is to be the "author" within the meaning of the Act.
In the event (and to the extent) that the Deliverables do not constitute "works-made-for-hire" under the Act, Mighty assigns to User (provided that User does not owe Mighty any Subscription Fees or other fees) all rights, title, and interest in the Deliverables, including all copyrights, now or hereafter existing, throughout the world and in all languages and in all media, whether now known or hereafter developed.
All information and materials provided to the User by Mighty or otherwise used by Mighty in connection with the Services that Mighty develops or acquires prior to or independently of this Agreement, including, without limitation, Mighty Digit’s processes and methods for performance of the Services (collectively, "Background Materials") are and shall remain the property of Mighty or its licensors, which shall retain all intellectual property rights therein. To the extent Mighty incorporates any such Background Materials into any Deliverable, it grants – subject to User’s payment of any Subscription Fees or other fees due and owing to Mighty – User a non-exclusive, irrevocable, world-wide, perpetual, fully paid-up, and royalty-free license to use, reproduce, distribute, create derivative works of, publicly perform, publicly display, modify, maintain, support, and otherwise exploit such Background Materials solely as a part of the applicable Deliverable. The User may not extract such Background Materials from the Deliverables for use separately therefrom, unless so permitted by Mighty.
The User hereby grants to Mighty a limited, royalty-free, paid-up, non-exclusive license to use any data, works, software, designs, processes, and other materials owned or controlled by the User, and all intellectual property rights therein, in any way necessary, but solely to the extent necessary, to permit Mighty to provide the Services. For the avoidance of doubt, all such materials shall continue to be owned by the User.
Mighty shall not be precluded from independently developing or using for itself, or for others, or licensing others to use anything, whether in tangible or intangible form, which is competitive with, or similar to, the Deliverables. Mighty will be free to use the general knowledge, skills, and experience and any ideas, concepts, know-how, and techniques that are developed by Mighty in the course of providing the Services without use of the User’s proprietary materials or Confidential Information (as defined below).
CONFIDENTIALITY
For the purposes of this Agreement, "Confidential Information" means: (i) with respect to User, the User Data, Deliverables and any and all elements thereof (excluding any Background Materials), and any other non- public information or material regarding its legal or business affairs, financing, customers, properties, or data, and (ii) with respect to Mighty, any non-public information or material of Mighty’s including with regards to Mighty's legal or business affairs, financing, customers, properties, or data. Notwithstanding any of the foregoing, Confidential Information does not include information which: (a) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed (the "Receiving Party"); (b) is documented as being known to the Receiving Party prior to its disclosure by the other Party (the "Disclosing Party"); ( c ) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented, or (d) is obtained by the Receiving Party without restrictions on use or disclosure from a third person who does not owe a duty of confidentiality to the Disclosing Party.
​
The Receiving Party will, with respect to any Confidential Information of the Disclosing Party: (i) use such Confidential Information only in connection with the Receiving Party's performance of its obligations and exercise of its rights under this Agreement; (ii) subject to the Required Disclosures section below, restrict disclosure of such Confidential Information within the Receiving Party's organization to only those employees and consultants of the Receiving Party and its Affiliates (as defined below) who have a need to know such Confidential Information in connection with the Receiving Party's performance of this Agreement, and (iii) except as expressly contemplated under the preceding clause (ii), not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so. For purposes of this Agreement, "Affiliates" means, with respect to any entity, any other entity that, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity or such entities owners. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract, or otherwise.
​
Protection of Confidential Information. The Receiving Party will protect the confidentiality of any Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care).
​
Compliance by Affiliates and Personnel. The Receiving Party will, prior to providing any Affiliate, employee, or consultant access to any Confidential Information of the Disclosing Party, inform such Affiliate, employee, or consultant of the confidential nature of such Confidential Information and require such Affiliate, employee, or consultant to comply with the Receiving Party's obligations hereunder with respect to such Confidential Information. The Receiving Party will be responsible to the Disclosing Party for any violation of these Terms of Service by any such Affiliate, employee, or consultant.
​
Required Disclosures. In the event, the Receiving Party becomes or may become legally compelled to disclose any Confidential Information (whether by deposition, interrogatory, request for documents, subpoena, civil investigative demand, or other process or otherwise), the Receiving Party shall provide to the Disclosing Party prompt prior written notice of such requirement so that the Disclosing Party may seek a protective order or other appropriate remedy and/or waive compliance with the terms of this Section. In the event that such protective order or other remedy is not obtained, or that the Disclosing Party waives compliance with the provisions hereof, the Receiving Party shall furnish only that portion of the Confidential Information which it is advised by counsel is legally required to be disclosed and shall use its best efforts to insure that confidential treatment shall be afforded such disclosed portion of the Confidential Information.
​
Ownership of Confidential Information. Mighty acknowledges and agrees that User’s Confidential Information, together with all intellectual property rights embodied therein (including, but not limited to, all patent rights, inventions (whether patentable or not), concepts, ideas, algorithms, formulae, processes, methods, techniques, copyrights, copyrightable works, trade secrets, know-how, and trademarks), is the sole and exclusive property of User and/or User’s Affiliates.
Return of Confidential Information. Promptly following the request of the Disclosing Party or the termination of the services hereunder, the Receiving Party and representatives shall return to the Disclosing Party, or, at the Disclosing Party’s option, destroy all Confidential Information. In addition, upon the request of the Disclosing Party, the Receiving Party shall certify to the Disclosing Party in writing the compliance with its obligations pursuant to this paragraph.
FEEDBACK
As a registered User of our Services, you may elect to provide us with feedback, comments, and suggestions with respect to our Services (“Feedback”). You agree that Mighty will be free to use, reproduce, disclose, and otherwise exploit any and all such Feedback without compensation or attribution to you. ​
​
USAGE RIGHTS AND RESTRICTIONS
Subject to these Terms of Service, Mighty grants you a limited, non-transferable, non-exclusive, license to access and use the Services solely for your internal business purposes. Mighty may terminate this license at any time for any reason. Further, when using or accessing the Services, you agree that:
-
You will not upload, post, chat, e-mail, transmit, or otherwise make available any User Data that:
-
infringes any copyright, trademark, right of publicity, or other proprietary rights of any person or entity; or
-
is defamatory, libelous, indecent, obscene, pornographic, sexually explicit, invasive of another’s privacy, promotes violence or illegal activity, or contains hate speech (i.e., speech that attacks or demeans a group based on race or ethnic origin, religion, disability, gender, age, veteran status, and/or sexual orientation/gender identity); or
-
discloses any sensitive information about another person, including that person’s e-mail address, postal address, phone number, credit card information, or any similar information; or
-
that you do not have the requisite rights to provide to Mighty.
-
You will comply with all applicable laws in your use of the Services and will not use the Services for any unlawful purpose;
-
You will not access or use the Services to collect any market research for a competing business;
-
You will not impersonate any person or entity or falsely state or otherwise misrepresent your affiliation with a person or entity;
-
You will not interfere with, or attempt to interrupt the proper operation of, the Services through the use of any virus, device, information collection or transmission mechanism, software or routine, or access or attempt to gain access to any Content, data, files, or passwords related to the Services through hacking, password or data mining, or any other means;
-
You will not decompile, reverse engineer, or disassemble any software or other products or processes accessible through the Services;
-
You will not cover, obscure, block, or in any way interfere with any advertisements and/or safety features on the Services;
-
You will not use any robot, spider, scraper, or other automated means to access the Services for any purpose without our express written permission;
-
You will not take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our technical infrastructure;
-
You will not allow anyone to access and use your account;
-
You will not resell, distribute, or sublicense the Services or use it for the benefit of anyone other than you or your business;
-
You will not remove or modify any proprietary markings or restrictive legends placed on the Services; and
-
You will not introduce, post, or upload to the Services any Harmful Code. As used herein, “Harmful Code” means computer code, programs, or programming devices that are intentionally designed to disrupt, modify, access, delete, damage, deactivate, disable, harm, or otherwise impede in any manner, including aesthetic disruptions or distortions, the operation of the Services, or any other associated software, firmware, hardware, computer system, or network (including, without limitation, “Trojan horses,” “viruses,” “worms,” “time bombs,” “time locks,” “devices,” “traps,” “access codes,” or “drop dead” or “trap door” devices) or any other harmful, malicious, or hidden procedures, routines or mechanisms that would cause the Services to cease functioning or to damage or corrupt data, storage media, programs, equipment, or communications, or otherwise interfere with the operations of the Services.
Mighty reserves the right, at any time, to modify, suspend, or discontinue the Services or any part thereof with or without notice. You agree that we will not be liable to you or to any third party for any modification, suspension, or discontinuance of the Services or any part thereof. You are free to stop using the Services at any time.
NO WARRANTIES; LIMITATION OF LIABILITY
THE SERVICES, DELIVERABLES, AND ALL CONTENT AND OTHER INFORMATION ON OR ACCESSIBLE FROM OR THROUGH THE SERVICES ARE PROVIDED BY MIGHTY ON AN “AS IS” AND “AS AVAILABLE” BASIS WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED. MIGHTY EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SERVICES, THE CONTENT, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SECURITY OR ACCURACY, AND ANY WARRANTIES ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE, OR USAGE OF TRADE. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, MIGHTY DOES NOT WARRANT THAT: (1) THE INFORMATION ON THE SERVICES IS CORRECT, ACCURATE OR RELIABLE; (2) THE FUNCTIONS CONTAINED ON THIS SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; OR (3) DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVER THAT MAKE THEM AVAILABLE IS FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS.
IN CONNECTION WITH ANY WARRANTY, CONTRACT, OR COMMON LAW TORT CLAIMS: (I) WE SHALL NOT BE LIABLE FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOST PROFITS, OR DAMAGES RESULTING FROM LOST DATA OR BUSINESS INTERRUPTION RESULTING FROM THE USE OR INABILITY TO ACCESS AND USE THE SERVICES, THE PRODUCTS, OR THE CONTENT, EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES; AND (II) ​​ANY DIRECT DAMAGES, NOT ATTRIBUTABLE TO PERSONAL INJURIES, THAT YOU MAY SUFFER AS A RESULT OF YOUR USE OF THE SERVICES OR THE CONTENT SHALL BE LIMITED TO FIVE HUNDRED UNITED STATES DOLLARS (US $500).
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR LIMITATION OF CERTAIN LIABILITIES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THIS SECTION MAY NOT APPLY TO YOU.
NOTHING IN THIS AGREEMENT SHALL AFFECT ANY NON-WAIVABLE STATUTORY RIGHTS THAT APPLY TO YOU.
INDEMNIFICATION
You shall defend, indemnify, and hold harmless Mighty Digits, its affiliates and each of its, and its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, losses, claims, and expenses, including reasonable attorneys’ fees, that arise from or relate to (i) your use or misuse of, or access to, the Service, (ii) your violation of the Terms of Service or any applicable law, contract, policy, regulation or other obligation; and (iii) any third-party claim arising from a third party’s reliance on the Deliverables. Mighty reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Mighty in connection therewith
COMPLIANCE WITH APPLICABLE LAWS
The Services are based in the United States. We make no claims concerning whether the Services are accessible, or whether Content may be downloaded, viewed, or be appropriate for use, or Purchases may be made, outside of the United States. Whether inside or outside of the United States, you are solely responsible for ensuring compliance with the laws of your specific jurisdiction.
CONTROLLING LAW
This Agreement and any action related thereto will be governed by the laws of the ​​​​State of New York without regard to its conflict of laws provisions.
BINDING ARBITRATION
In the event of a dispute arising between you and Mighty under or relating to this Agreement or the Services (each, a “Dispute”), such Dispute will be finally and exclusively resolved by binding arbitration governed by the Federal Arbitration Act (“FAA”). Any election to arbitrate, at any time, shall be final and binding on the other party. IF EITHER YOU OR MIGHTY CHOOSES ARBITRATION, NEITHER PARTY SHALL HAVE THE RIGHT TO LITIGATE SUCH CLAIM IN COURT OR TO HAVE A JURY TRIAL, EXCEPT EITHER PARTY MAY BRING ITS CLAIM IN ITS LOCAL SMALL CLAIMS COURT, IF PERMITTED BY THAT SMALL CLAIMS COURT RULES AND IF WITHIN SUCH COURT’S JURISDICTION. ARBITRATION IS DIFFERENT FROM COURT, AND DISCOVERY AND APPEAL RIGHTS MAY ALSO BE LIMITED IN ARBITRATION. All disputes will be resolved before a neutral arbitrator selected jointly by you and Mighty, whose decision will be final, except for a limited right of appeal under the FAA. The arbitration shall be commenced and conducted by JAMS pursuant to its then current Comprehensive Arbitration Rules and Procedures and in accordance with the Expedited Procedures in those rules, or, where appropriate, pursuant to JAMS’ Streamlined Arbitration Rules and Procedures. All applicable JAMS’ rules and procedures are available at the JAMS website www.jamsadr.com. Each of you and Mighty will be responsible for paying any JAMS filing, administrative, and arbitrator fees in accordance with JAMS rules. Judgment on the arbitrator’s award may be entered in any court having jurisdiction. This clause shall not preclude parties from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The arbitration may be conducted in person, through the submission of documents, by phone, or online. If conducted in person, the arbitration shall take place in the United States county where you reside. The parties may litigate in court to compel arbitration, to stay a proceeding pending arbitration, or to confirm, modify, vacate, or enter judgment on the award entered by the arbitrator. The parties shall cooperate in good faith in the voluntary and informal exchange of all non-privileged documents and other information (including electronically stored information) relevant to the Dispute immediately after commencement of the arbitration. Nothing in this Agreement will prevent us from seeking injunctive relief in any court of competent jurisdiction as necessary to protect our proprietary interests.
CLASS ACTION WAIVER
You agree that any arbitration or proceeding shall be limited to the Dispute between us and you individually. To the full extent permitted by law, (i) no arbitration or proceeding shall be joined with any other; (ii) there is no right or authority for any Dispute to be arbitrated or resolved on a class action-basis or to utilize class action procedures; and (iii) there is no right or authority for any Dispute to be brought in a purported representative capacity on behalf of the general public or any other persons. YOU AGREE THAT YOU MAY BRING CLAIMS AGAINST US ONLY IN YOUR INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING.
EQUITABLE RELIEF
You acknowledge and agree that in the event of a breach or threatened violation of our intellectual property rights and confidential and proprietary information by you, we will suffer irreparable harm and will therefore be entitled to injunctive relief to enforce this Agreement. We may, without waiving any other remedies under this Agreement, seek from any court having jurisdiction any interim, equitable, provisional, or injunctive relief that is necessary to protect our rights and property pending the outcome of the arbitration referenced above.​​ You hereby irrevocably and unconditionally consent to the personal and subject matter jurisdiction of the federal and state courts in New York for purposes of any such action by us.
EXTERNAL SITES
The Services may contain links to third-party websites (“External Sites”). These links are provided solely as a convenience to you and not as an endorsement by us of the content on such External Sites. The content of such External Sites is developed and provided by others. You should contact the site administrator or webmaster for those External Sites if you have any concerns regarding such links or any content located on such External Sites. We are not responsible for the content of any linked External Sites and do not make any representations regarding the content or accuracy of materials on such External Sites. You should take precautions when downloading files from all websites to protect your computer from viruses and other destructive programs. If you decide to access linked External Sites, you do so at your own risk.
CHANGES TO THE AGREEMENT
These Terms of Service are effective as of the last updated date stated at the top. We may change these Terms of Service from time to time with or without notice to you. Any such changes will be posted on the Site. By accessing the Services after we make any such changes to these Terms of Service, you are deemed to have accepted such changes. Please refer back to these Terms of Service on a regular basis.
GENERAL
No failure or delay by Mighty in exercising any right or remedy under the Agreement will operate, or be deemed to operate, as a waiver of any such right or remedy. If any provision of the Agreement is found invalid or unenforceable by a court of competent jurisdiction, that provision will be amended and the remainder of the Agreement will remain in full force and effect. The Agreement constitutes the final and complete agreement between you and Mighty regarding the subject matter hereof, and supersede any prior or contemporaneous communications, representations, or agreements between us, whether oral or written, including, without limitation, any confidentiality or non-disclosure agreements. The Terms of Service are personal to you and are not assignable or transferable by you except with Mighty’s prior written consent. Mighty may assign, transfer or delegate any of its rights and obligations hereunder without consent. No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Service and neither party has any authority of any kind to bind the other in any respect. Headings are for convenience only and shall not be used to limit or interpret the meaning of any of the provisions of the Agreement. Terms which by their nature are intended to survive indefinitely shall survive and shall apply to you even if you have canceled your account or stopped using the Services, including, without limitation, the limitations of liability, indemnity, and dispute resolution provisions.
How to Contact Us
If you have questions about the Agreement or our Services, please contact us via email at info@mightydigits.com.
Copyright 2023 Mighty Digits LLC. All rights reserved.
YOU HEREBY ACKNOWLEDGE THAT YOU HAVE READ THESE TERMS, UNDERSTAND THEM, AND AGREE TO BE BOUND BY THEM. IF YOU ARE ENTERING THESE TERMS ON BEHALF OF AN ENTITY, YOU REPRESENT AND WARRANT THAT YOU HAVE THE RIGHT AND AUTHORITY TO LEGALLY BIND THE ENTITY TO THESE TERMS.
​​​​​I AGREE