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Your User Agreement

Introduction

Welcome to Muut, Inc. By using Muut (including muut.com and its services and tools, as well as using Muut services and tools on third-party sites), you agree to the following terms with Muut.

This User Agreement is effective upon acceptance for new and existing users. You accept this User Agreement by checking the “I agree to the terms of service” checkbox when registering a Muut account; accessing or using Muut’s site, services, and tools; or as otherwise indicated on a specific site, service, or tool, or third-party site, service, or tool.

Please be advised This User Agreement contains provisions that govern how claims you and we have against each other are resolved (see Limitation of Liability and Legal Disputes Sections below). It also contains an Agreement to Arbitrate, which will, with limited exception, require you to submit claims you have against us to binding and final arbitration, and in which (1) you will only be permitted to pursue claims against Muut on an individual basis, not as part of any class or representative action or proceeding, and (2) you will only be permitted to seek relief (including monetary, injunctive, and declaratory relief) on an individual basis.

Scope

Before you may become a member of Muut, you must read and accept all of the terms in, and linked to, this User Agreement. By accepting this User Agreement, you agree that this User Agreement will apply whenever you use Muut’s site or services, or when you use Muut services on third-party sites. Some third-party sites, services, and tools may have additional or other terms, agreements, or policies that govern their availability and use. Your use of and access to such third-party sites, services, and tools are subject to any and all terms, agreements, or policies applicable to them.

Using Muut

While using Muut’s site, services and tools, you will not:

  • Post content or items in inappropriate channels or areas on our site and services;
  • Violate any laws, third-party rights or our policies;
  • Use our site, services or tools if you are under the age of 13 or are temporarily or indefinitely suspended from using our sites, services, or tools;
  • Post false, inaccurate, misleading, defamatory, or libelous content;
  • Take any action that may undermine the content on Muut’s site or third-party sites (such as displaying, importing or exporting feedback information off of the sites or using it for purposes unrelated to Muut);
  • Circumvent any Muut policy or determinations about your account status such as temporary or indefinite suspensions or other account holds, limitations or restrictions;
  • Transfer your Muut account and user ID to another party without our consent;
  • Distribute or post spam, unsolicited or bulk electronic communications, chain letters, or pyramid schemes;
  • Distribute viruses or any other technologies that may harm Muut, or the interests or property of Muut users;
  • Copy, modify, or distribute rights or content from the Muut sites, services, or tools or Muut’s copyrights and trademarks; or
  • Harvest or otherwise collect information about users, including email addresses, without their consent.

Abusing Muut

Muut and its community of users (the “Community”) work together to keep our site, services, and tools working properly and the Community safe. Please report problems, offensive content, and policy violations to us.

Without limiting other remedies, we may, in our sole discretion, limit, suspend, or terminate our services and user accounts, prohibit access to our site, services, and tools, and their content, delay or remove hosted content, and take technical and legal steps to keep users from using our sites, services, or tools, if we think that they are creating problems or possible legal liabilities, infringing the intellectual property rights of third parties, or acting inconsistently with the letter or spirit of our policies (for example, and without limitation, manipulating content, circumventing temporary or permanent suspensions or harassing our employees or other users). We also reserve the right to cancel unconfirmed accounts or accounts that have been inactive for a long time, or to modify or discontinue Muut’s site, services, or tools.

Content

When providing us with content or posting content on Muut’s site or related third-party sites, you grant us a non-exclusive, worldwide, perpetual, irrevocable, royalty-free, sublicensable (through multiple tiers) right AND LICENSE to exercise any and all copyright, trademark, publicity, and database rights you have in the content, in any media known now or in the future.

Why do we have this clause?

Notice for Claims of Intellectual Property Violations and Copyright Infringement Pursuant to Section 512© of Title 17 of the United States Code

A. Background

Muut respects the intellectual property rights of others, and expects others to do the same. In accordance with this philosophy, Muut follows the provisions of United States Copyright Law, including the Digital Millennium Copyright Act of 1998 (“DMCA”). The DMCA, enacted a little over twenty years after Congress had rewritten the copyright statute with the Copyright Act of 1976, responded to numerous questions left unanswered as a result of the rapid growth of the Internet. One of the bigger questions was whether, and to what extent, web hosts and other service providers would face liability when users on their network committed copyright infringement. Before the DMCA, these sites could be sued for “contributing” to copyright infringement simply because they provided a means whereby the public could post unlawful content. Thus, in 1998, Congress enacted the DMCA (a summary of which may be found on the U.S. Copyright Office website at http://www.copyright.gov/legislation/dmca.pdf) to provide protection for various online service providers, provided they meet certain qualifications and obey a set of rules.

Please note that the information in this Background section is not meant to be legal advice, but rather is provided for informational purpose only.

B. Muut DMCA Policy

In accordance with the DMCA, Muut will respond expeditiously to claims of copyright infringement committed using the Muut service and/or the Muut website if such claims are reported to Muut’s designated Copyright Agent identified in the sample notice below. If you are a copyright owner, authorized to act on behalf of one, or authorized to act under any exclusive right under copyright, please report alleged copyright infringements taking place on or through the site by completing the following DMCA Notice of Alleged Infringement (“Notice”) and delivering it to Muut’s designated Copyright Agent. Upon receipt of the Notice as described below, Muut will take whatever action, in its sole discretion, it deems appropriate, including removal of the challenged content from the site. Please note that information provided in this Notice may be forwarded to the person who provided the allegedly infringing content. Please note that under Section 512(f) of the Copyright Act, any person who knowingly materially misrepresents that material or activity is infringing may be subject to liability for damages.

C. DMCA Notice of Alleged Infringement (“Notice”)

  1. Identify the copyrighted work that you claim has been infringed or, if multiple copyrighted works are covered by this Notice, you may provide a representative list of the copyrighted works that you claim have been infringed.
  2. Identify the material or link you claim is infringing (or the subject of infringing activity) and to which access is to be disabled, including at a minimum, if applicable, the URL of the link shown on the Site or the exact location where such material may be found.
  3. Provide your company affiliation (if applicable), mailing address, telephone number, and, if available, email address.
  4. Include both of the following statements in the body of the Notice:

    • “I hereby state that I have a good faith belief that the disputed use of the copyrighted material is not authorized by the copyright owner, its agent, or the law (e.g., as a fair use).”
    • “I hereby state that the information in this Notice is accurate and, under penalty of perjury, that I am the owner, or authorized to act on behalf of, the owner, of the copyright or of an exclusive right under the copyright that is allegedly infringed.”
  5. Provide your full legal name and your electronic or physical signature.

  6. Deliver this Notice, with all items completed, to Muut’s Designated Copyright Agent: Jana Moser
    Liner LLP
    1100 Glendon Avenue, 14th Floor
    Los Angeles, CA 90024
    Phone: (310) 441-0500
    jmoser@gpfoxlaw.com

D. Counter-Notification

To file a counter-notification with Muut, you must provide a written communication to Muut’s Designated Copyright Agent that sets forth the items specified below.

Please be aware that filing a counter-notification may lead to legal proceedings between you and the complaining party to determine ownership. Be aware that there may be adverse legal consequences in your country if you make a false or bad faith allegation by using this process. Please also be advised that Muut enforces a policy that provides for the termination, in appropriate circumstances, of subscribers who are repeat infringers.

A counter-notification must include the following elements:

  1. Identification of the specific URLs of material that Muut has removed or to which Muut has disabled access.
  2. Your full name, address, telephone number, email address, and username of your Muut account.
  3. Include both of the following statements in the body of the counter-notification:
    • “I consent to the jurisdiction of the Federal District Court for the district in which my address is located, or if my address is outside of the United States, the judicial district in which Muut is located, and will accept service of process from the claimant.“
    • “I swear, under penalty of perjury, that I 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.“
  4. Provide your full legal name and your electronic or physical signature.

Muut can only accept a counter-notification directly from the user from whose account content has been disabled or removed. For verification, we require that counter-notifications be submitted from the email address associated with the account.

After we receive your counter notification, we will forward it to the party who submitted the original claim of copyright infringement. Please note that when we forward the counter notification, it includes your personal information. By submitting a counter notification, you consent to having your information revealed in this way. We will not forward the counter notification to any party other than the original claimant.

After we send out the counter-notification, the claimant must then notify us within ten (10) business days that he or she has filed an action seeking a court order to restrain you from engaging in infringing activity relating to the material on Muut. If we receive such notification we will be unable to restore the material. If we do not receive such notification, we may reinstate the material.

Limitation of Liability

We try to keep Muut’s site and its services and tools safe, secure, bug-free, and functioning properly. You acknowledge that we cannot guarantee the continuous operation of or access to our sites, services, or tools. You further acknowledge that operation of and access to our sites, services, or tools may be interfered with as a result of technical issues or numerous factors outside of our control. You agree that you are making use of our sites, services, and tools at your own risk, and that they are being provided to you on an “AS IS” and “AS AVAILABLE” basis.

Accordingly, to the extent permitted by applicable law, we exclude all express or implied warranties, terms and conditions including, but not limited to, implied warranties of merchantability, fitness for a particular purpose, and non-infringement, as well as any implied warranty arising from course of dealing or usage of trade. In addition, to the extent permitted by applicable law, we are not liable, and you agree not to hold Muut responsible, for any damages or losses (including, but not limited to, loss of money, goodwill or reputation, profits, or other intangible losses or any special, indirect, or consequential damages) resulting directly or indirectly from:

  • Your use of or your inability to use our sites, services and tools;
  • Delays or disruptions in our sites, services, or tools;
  • Viruses or other malicious software obtained by accessing our sites, services, or tools or any site, services, or tool linked to our sites, services, or tools;
  • Glitches, bugs, errors, or inaccuracies of any kind in our sites, services, and tools or in the information and graphics obtained from them;
  • The content, actions, or inactions of third parties, including content posted using our sites, services, or tools;
  • A suspension or other action taken with respect to your account;
  • The duration or manner in which your content appears in search results;
  • Your need to modify practices, content, or behavior or your loss of or inability to post content, as a result of changes to this User Agreement or our policies; Muut reserves the right to modify its policies and this User Agreement at any time consistent with the provisions outlined herein.

Some jurisdictions do not allow the disclaimer of warranties or exclusion of damages, so such disclaimers and exclusions may not apply to you.

Although we provide rules for user conduct, we do not control or direct users' actions on Muut and are not responsible for the content or information users transmit or share on Muut. We are not responsible for any offensive, inappropriate, obscene, unlawful or otherwise objectionable content or information you may encounter on Muut. We are not responsible for the conduct, whether online or offline, or any user of Muut.

Release

If you have a dispute with one or more users, you release us (and our affiliates and third-party sites, and our and their respective officers, directors, employees, and agents) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. In entering into this release you expressly waive any protections (whether statutory or otherwise) that would otherwise limit the coverage of this release to include only those claims that you may know or suspect to exist in your favor at the time of agreeing to this release.

Access and Interface

Information on our site is subject to constant updates and changes. Much of the information on the site is also proprietary or is licensed to Muut by our users or third parties. You agree that you will not use any robot, spider, scraper, or other automated means to access our sites for any purpose without our express handwritten permission.

Additionally, you agree that you will not:

  • Take any action that imposes or may impose (to be determined in our sole discretion) an unreasonable or disproportionately large load on our infrastructure;
  • Copy, reproduce, modify, create derivative works from, distribute, or publicly display any content (except for your information) from our sites, services, or tools without the prior express written permission of Muut and the appropriate third party, as applicable; or
  • Interfere or attempt to interfere with the proper working of our sites, services, or tools, or any activities conducted on or with our sites, services, or tools.

Content-Posting Conditions

By posting content on Muut’s site, you agree to assume full responsibility for the content of the posting, and to accept the following listing conditions: When you post content on Muut’s site, your content will be posted on Muut’s site and can be viewed on all sites using Muut’s services. Your content may not be immediately searchable by keyword or channel. Where your content appears in search and browse results may be based on certain factors including, but not limited to, content format, title, keywords, and feedback.

Privacy

We do not sell or rent your personal information to third parties for their marketing purposes without your explicit consent. We view protection of users' privacy as a very important Community principle. We store and process your information on computers located in ISO 27001-certified datacenters that are protected by physical as well as technological security devices. You can access and modify the information you provide us and choose not to receive certain communications by signing in to your account. If you object to your information being transferred or used in this way please do not use our services.

Indemnity

You will indemnify and hold us harmless from any claim, demand, cost, loss, damage, judgment, penalty, interest, or expense, including reasonable attorneys' fees, made by any third party due to or arising out of your breach of this User Agreement, your improper use of Muut’s site, services, or tools, and/or your violation of any law or the rights of a third party.

No Agency

No agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended or created by this User Agreement.

Notices

Except as explicitly stated otherwise, legal notices shall be served on Muut’s national registered agent (in the case of Muut) or to the email address you have designated on your account (in your case). Notice to you shall be deemed given 24 hours after the email is sent.

You and Muut agree that any claim or dispute at law or equity that has arisen or may arise between us will be resolved in accordance with the provisions set forth in this Legal Disputes Section. Please read this Section carefully. It affects your rights and will have a substantial impact on how claims you and we have against each other are resolved.

A. Applicable Law

You agree that the laws of the State of Oregon, without regard to principles of conflict of laws, will govern this User Agreement and any claim or dispute that has arisen or may arise between you and Muut, except as otherwise stated in this User Agreement.

B. Agreement to Arbitrate

You and Muut each agree that any and all disputes or claims that have arisen or may arise between you and Muut shall be resolved exclusively through final and binding arbitration, rather than in court. The Federal Arbitration Act governs the interpretation and enforcement of this Agreement to Arbitrate.

C. Prohibition of Class and Representative Actions and Non-Individualized Relief

YOU AND MOOT AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS PART OF ANY PURPORTED CLASS OR REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND MOOT AGREE OTHERWISE, THE ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON’S OR PARTY’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED, REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF (INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE RELIEF NECESSITATED BY THAT PARTY’S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED CANNOT AFFECT OTHER MOOT USERS.

D. Arbitration Procedures

Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, and court review of an arbitration award is very limited. In some instances, an arbitrator cannot award the same damages and relief on an individual basis that a court can award to an individual. An arbitrator must follow the terms of this User Agreement as a court would.

The arbitration will be conducted by the American Arbitration Association under its rules and procedures. A copy of the American Arbitration Association’s rules and procedures are available at www.adr.org.

The arbitration shall be held in the county in which you reside or at another mutually agreed location.

The arbitrator will decide the substance of all claims in accordance with the laws of the State of Oregon, and will honor all claims of privilege recognized by law. The arbitrator shall not be bound by rulings in prior arbitrations involving different Muut users, but is bound by rulings in prior arbitrations involving the same Muut user to the extent required by applicable law. The arbitrator’s award shall be final and binding and judgment on the award rendered by the arbitrator may be entered in any court having jurisdiction thereof.

E. Costs of Arbitration

Payment of all filing, administration and arbitrator fees will be governed by the American Arbitration Association’s rules, unless otherwise stated in this Agreement to Arbitrate. Each side is to pay its own attorneys’ fees and costs, regardless of which side is deemed the prevailing party.

F. Severability

If a court decides that any part of this Agreement to Arbitrate is invalid or unenforceable, the other parts of this Agreement to Arbitrate shall still apply. The remainder of the User Agreement and its Legal Disputes Section will continue to apply.

G. Future Changes to the Agreement to Arbitrate

Notwithstanding any provision in the User Agreement to the contrary, you and we agree that if we make any change to this Agreement to Arbitrate (other than a change to any notice address or website link provided herein) in the future, that change shall not apply to any claim of which you provided Muut with written notice prior to the effective date of the change. Moreover, if we seek to terminate the Agreement to Arbitrate as included in the User Agreement, any such termination shall not be effective until 30 days after the version of the User Agreement not containing the Agreement to Arbitrate is posted to Muut website, and shall not be effective as to any claim of which you provided Muut with written notice prior to the date of termination.

Unless you and we agree otherwise, in the event that the Agreement to Arbitrate above is found not to apply to you or to a particular claim or dispute as a result of a court order, you agree that any claim or dispute that has arisen or may arise between you and Muut must be resolved exclusively by a state or federal court located in Multnomah County, Oregon. You and Muut agree to submit to the personal jurisdiction of the courts located within Multnomah County, Oregon for the purpose of litigating all such claims or disputes.

Special Provisions Applicable to Users Outside the United States

We strive to create a global community with consistent standards for everyone, but we also strive to respect local laws. The following provisions apply to users and non-users who interact with Muut outside the United States:

  • You consent to having your personal data transferred to and processed in ISO 27001-certified datacenters.
  • If you are located in a country embargoed by the United States, or are on the U.S. Treasury Department’s list of Specially Designated Nationals you will not engage in commercial activities on Muut (such as advertising or payments).

Definitions

References to “us,” “we,” and “our” mean Muut.

By “Muut,” we mean the features and services we make available, including through (a) our website at muut.com and any other Muut branded or co-branded websites (including sub-domains, international versions, widgets, and mobile versions); (b) our Platform; and © other media, plugins, integrations, software, devices, or networks now existing or later developed.

By “Platform,” we mean a set of APIs and services (such as content) that enable others, including application developers and website operators, to retrieve data from Muut or provide data to us.

By “information,” we mean facts and other information about you, including actions taken by users and non-users who interact with Muut.

By “content,” we mean anything you or other users post on Muut that would not be included in the definition of information.

By “data,” we mean any data, including a user’s content or information that you or third parties can retrieve from Muut or provide to Muut through Platform.

By “post,” we mean post on Muut or otherwise make available by using Muut.

Other

Entire Agreement: This User Agreement makes up the entire agreement between the parties regarding Muut, and supersedes any prior agreements.

No Waiver: If we fail to enforce any of this User Agreement, it will not be considered a waiver. Unless otherwise replaced by an updated User Agreement, any amendment or waiver of this User Agreement must be in writing and signed by us.

No Transfer: You will not transfer any of your rights or obligations under this User Agreement to anyone else without our consent.

Compliance with Laws: Nothing in this User Agreement shall prevent us from complying with the law.

No Beneficiary: This User Agreement does not confer any third-party beneficiary rights.

Reservation of Rights: We reserve all rights not expressly granted to you.

Headings: The headings in this User Agreement are inserted only as a matter of convenience and for reference and in no way define, limit or describe the scope or intent of this User Agreement.