Welcome to Mingly, a service provided by Mingly, Inc. (Mingly, we or us). PLEASE READ THE FOLLOWING IMPORTANT TERMS AND CONDITIONS (“Terms“) CAREFULLY. These Terms govern your access to and use of the Service (as described below), and constitute a binding legal agreement between you, in personal capacity, and Mingly. your access to, and use of, the Service is conditioned on your compliance with these Terms. BY CLICKING AGREE WHERE INDICATED DURING THE REGISTRATION PROCESS, OR CREATING AN ACCOUNT (DEFINED BELOW) AND/OR ACCESSING OR USING THE SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS.
1. Our Service.
Mingly is a personal relationship manager tool that allows you to maximize the potential of your personal and/or professional networks. Through our browser extension, and through other means such as our website located at www.ming.ly and the Mingly mobile applications (collectively, Service), you can access and organize information about those with whom you have relationships, including publicly available information, and you can link your Mingly accounts to your email, social networking and certain other accounts (Third Party Services).
(a) Your Account. In order to access and use the Service, you must create a Mingly account (“Account“). To create an Account and access and use the Service you must be both: (a) over the age of eighteen (18); and (b) of the age of majority under the laws of your jurisdiction. When you register, you may be asked to choose a user name and a password. You are responsible for safeguarding and maintaining the confidentiality of your password and you agree not to disclose your password to any third party. You agree that you will be solely responsible for any activities or actions taken under your Account, whether or not you have authorized such activities or actions. You will immediately notify us of any unauthorized use of your password or your Account. You agree that the information that you provide to us upon registration, will be true, accurate, current and complete, and you shall promptly update this information as required to keep it true, accurate, current and complete. By creating an Account, you consent to the use of: (i) electronic means to complete these Terms and to provide you with any notices pursuant to these Terms; and (ii) electronic records to store information related to these Terms or your use of the Service. We cannot and will not be liable for any loss or damage arising from your failure to comply with the above requirements.
(b) Third Party Service. In order for Mingly to provide you with certain Service, you have the option of providing us with your username, password and other credential information (Credentials) to various Third Party Service that you wish to link with your Account. We will only use your Credentials to access your Third Party Service accounts to the extent necessary to provide these Service and will otherwise keep your Credentials confidential.
4. Beta Version of Service.
The Service is currently available only as a beta version and is provided for evaluation and testing purposes only. Mingly is willing to allow you to participate in the evaluation and testing of the beta version of the Service on the condition that: (i) you abide by these Terms; (ii) you regularly test, use and evaluate the Service; and (iii) you provide feedback to Mingly regarding your use of the Service including, logging any errors, bugs or other issues related to the Service.
The free version of the Service is currently made available to users free of charge; however, Mingly reserves the right to charge a fee for using the Service at any time. Mingly may begin charging a fee for your continued access to the Service at any time with 15 days prior notice to you. If you do not wish to pay such fees, you may terminate your Account in accordance with Section 10 below prior to the expiration of said notice period. If you have selected a Mingly Unlimited account, you will be charged the stated Unlimited account fees on a recurring basis unless your account is canceled. You may cancel your account at any time by clicking “Billing” from within your account or by contacting firstname.lastname@example.org. Upon cancellation of a Mingly Unlimited account, your Unlimited account will remain active until the end of the current billing cycle. Mingly Unlimited service is non-refundable. Users are encouraged to use the Mingly free plan before choosing to upgrade.
(a) Content. You are responsible for any text, data, information, graphics, images, and other content that you post, upload, email, publish, transmit, communicate to the public, publically perform, distribute, publically display or otherwise make available or disseminate (Transmit) using the Service, whether directly or indirectly by linking your Account with Third Party Service to enable Mingly to gather such content on your behalf, including without limitation in your profile pages, (collectively, “Content“) and the consequences of Transmitting Content. You represent, and warrant to Mingly that you own or have the necessary licenses, rights, consents, and permissions to use and authorize Mingly to use, reproduce and create derivative works of any and all of Content in the manner contemplated by the Service and these Terms. For clarity, you retain all of your ownership rights in Content, however, by directly or indirectly transmitting Content to Mingly, you hereby grant Mingly a worldwide, non-exclusive, royalty-free, sub-licensable and transferable license to use, reproduce, distribute, modify, adapt, prepare derivative works of, display, perform and otherwise Transmit the Content in connection with the Service, including without limitation for promoting and redistributing part or all of the Service (and derivative works thereof) in any media formats and through any media channels. Mingly will not distribute your Content to third parties except to provide the Service on your behalf, unless you specifically grant us the right to do so. The rights (including the license rights) of Mingly under these Terms shall extend to Mingly's affiliates.
(b) Prohibited Content. In connection with your use of the Service, you agree that you will not: (i) Transmit Content if doing so will infringe or violate a third party’s rights, including intellectual property, privacy and publicity rights, or misappropriate a third party's trade secrets or confidential information, or otherwise violate any applicable law; (ii) publish falsehoods or misrepresentations that could damage Mingly or any third party; (iii) Transmit Content that is unlawful, obscene, defamatory, libelous, threatening, pornographic, harassing, hateful, racially or ethnically offensive, or encourages conduct that would be considered a criminal offense, give rise to civil liability, violate any law, or is otherwise inappropriate; (iv) post advertisements; or (v) impersonate another person, or falsely state or otherwise misrepresent your affiliation with a person, or create a false identity to mislead others. Mingly does not endorse any Content or any opinion, recommendation, or advice expressed therein, and Mingly expressly disclaims any and all liability in connection with any Content. We reserves the right to decide whether Content, or any portion thereof, is appropriate and complies with these Terms, such as, but not limited to, pornography, obscene or defamatory material, or excessive length. If we determine that your Content, or any portion thereof is not appropriate or does not comply with these Terms, we may remove such Content and/or terminate your Account and your access to the Service, without prior notice and at our sole discretion.
(c) Copyright Infringement. Mingly has in place certain legally mandated procedures regarding allegations of copyright infringement occurring on or with the Service. We have adopted a policy that provides for the immediate suspension and/or termination of any Account of a user who is found to have infringed on the rights of Mingly or of a third party, or otherwise violated any intellectual property laws or regulations. Mingly's policy is to investigate any allegations of copyright infringement brought to its attention. If you have evidence, know, or have a good faith belief that your rights or the rights of a third party have been violated and you want Mingly to delete, edit, or disable the material in question, you must provide us with all of the following information: (a) a physical or electronic signature of a person authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b) identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works are covered by a single notification, a representative list of such works; (c) identification of the material that is claimed to be infringed 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; (d) information reasonably sufficient to permit Mingly to contact you, such as an address, telephone number, and if available, an electronic mail address at which you may be contacted; (e) a statement that you have 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 (f) a statement that the information in the notification is accurate, and under penalty of perjury, that you are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this notification to be effective, you must provide it to Mingly's designated agent at:
406 Broadway #210
Santa Monica, CA 90401
The Service may be used and accessed for your own personal and/or professional and lawful purposes only. You agree to abide by all applicable local, state, national and foreign laws, treatises and regulations in connection with your use of the Service. In addition, without limiting the foregoing, you agree that you will not do any of the following while using or accessing the Service:
(a) copy or Transmit any Content to which you do not have the lawful right to copy or Transmit, including under any law or under contract or in violation of any duty (including any duty or obligations of confidentiality);
(b) knowingly include or use any false or inaccurate information in any profile;
(c) Transmit any unsolicited or unauthorized advertising, promotional materials, junk mail, spam, chain letters, “pyramid schemes” or any other form of solicitation or commercial electronic messages;
(d) Transmit any Content that contains any (i) virus, Trojan horse, worm, backdoor, shutdown mechanism, malicious code, sniffer, bot, drop dead mechanism, or spyware; or (ii) any other software, tool, information, or other material likely or intended to (A) have an adverse impact on the performance of, (B) disable, corrupt, or cause damage to, or (C) cause or facilitate unauthorized access to or deny authorized access to, or cause to be used for any unauthorized or inappropriate purposes, any software, hardware, services, systems, or data, or otherwise install or cause to be installed any software on any computer system, or having installed or caused to be installed any software, cause an electronic message to be sent from that computer system without complying with all applicable laws, (Spyware and Malware) (and, if you become aware of the existence of any Spyware and Malware in or relating to the Service, you will promptly notify us;
(e) use any meta tags or other hidden text or metadata utilizing a Mingly name, trademark, URL or product name;
(f) use manual or automated software, devices, scripts robots, other means or processes to access, “scrape,” “crawl” or “spider” any web pages contained in the Service;
(g) attempt to or actually access the Service by any means other than through the interface provided by Mingly;
(h) attempt to probe, scan or test the vulnerability of any Mingly system or network or breach or impair, disable, interfere with or circumvent any security or authentication measures protecting the Service or that prevent or restrict use or copying of any Content;
(i) attempt to decipher, decompile, disassemble, reverse engineer, or otherwise attempt to discover or determine the source code of any software or any proprietary algorithm used to provide the Service;
(j) use the Service in any way that competes with Mingly; or
(k) encourage or instruct any other person to do any of the foregoing.
You agree to cooperate with Mingly and provide information requested by Mingly to assist us in investigating or determining whether there has been a breach of these Terms and to provide Mingly or a Mingly appointed independent auditor with access to your premises and computers where the Service is or has been used and any associated records. You hereby authorize us to cooperate with: (i) law enforcement authorities in the investigation of suspected criminal violations; (ii) third parties in investigating acts in violation of these Terms; and (iii) system administrators at Internet service providers, networks or computing facilities in order to enforce these Terms.
Such cooperation may include Mingly disclosing your username, IP address, or other personal information.
8. International Use.
If you choose to access the Service from locations other than the countries for which Mingly indicates the Service is made available, or countries for which Mingly indicates that any software provided by Mingly for accessing the Service is made available (e.g. software for use on mobile devices), you do so on your own initiative and you are responsible for compliance with all relevant laws and regulations, including those relating privacy and data protection and to the export, import, use, transmission and/or communication of the Service and Content.
9. Modifications to the Service.
We reserve the right at any time and from time to time to modify, suspend, or discontinue, temporarily or permanently, all or any part of the Service with or without notice. You agree that Mingly shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Service (or any part thereof).
10. Termination; Cancellation.
(a) By Mingly. We may immediately, at its sole discretion and without prior notice to you, terminate these Terms and your Account, or limit or suspend your Account and access to the Service and remove any material (including any Content provided by you) from the Service or our servers, for any reasons whatsoever, including but not limited to a breach by you of these Terms.
(b) By You. You may terminate your Account at any time and for any reason by deleting your account via the Mingly account pages or by sending Mingly written notice at email@example.com. Any cancellation request by you will be processed within 30 days of receipt of such a request by Mingly.
(c) Effect of Termination. Upon termination of these Terms or your Account, all licenses and other rights granted to you by these Terms will immediately cease and Mingly will have no further obligation to provide the Service to you. Mingly will not be liable to you or any third party for termination of these Terms or your Account, or the limitation or suspension of your Account or access to the Service. Upon any termination or suspension, any information (including Content) that you have submitted to the Service may no longer be accessed by you. Furthermore, following termination of these Terms or your Account, we will delete any
Content or other information stored in our databases related to your Account; provided that we may retain such Content or other information to the extent required to comply with (1) any law or regulation applicable to Mingly; or (2) any court, regulatory agency or authority to which Mingly is subject. To the extent that you have paid fees for the Service, we will refund to you a prorated portion of those fees if we have suspended or discontinued your access to the Service for any reason other than your breach of these Terms or any reason beyond our control.
11. Ownership; Grant of License.
(a) Service. The Service is protected by copyright, trademark, and other laws of the United States and foreign countries. Mingly and its licensors exclusively own all right, title and interest in and to the Service, including all associated intellectual property rights. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Service. Except as otherwise expressly permitted by Mingly or except to the extent that Mingly is expressly precluded by law from prohibiting these activities, you agree not to reproduce, duplicate, copy, Reverse Engineer, sell, trade, resell, or exploit for any commercial purposes any portion or use of, or access to, the Service or any products, including without limitation any software information, or other materials to which you are given access in relation to a the Service, or to attempt to do so or permit, acquiesce, authorize or encourage any other party to do the same. For the purpose of these Terms, “Reverse Engineer” includes any act of reverse engineering, translating, disassembling, decompiling,
decrypting or deconstructing (including any aspect of “dumping of RAM/ROM or persistent storage”, “cable or wireless link sniffing”, or “black box” reverse engineering) data, software (including interfaces, protocols, and any other data included in or used in conjunction with programs that may or may not technically be considered software code), service, or hardware or any method or process of obtaining or converting any information, data or software from one form into a human-readable form.
(b) Feedback. Any feedback, comments and suggestions you may provide regarding the Service, and all associated intellectual property rights, (collectively the “Feedback“) will be the sole and exclusive property of Mingly and you hereby irrevocably assign to Mingly all of your right, title, and interest in and to all Feedback. You agree to cooperate fully with Mingly with respect to signing further documents and doing such other acts as are reasonably requested by Mingly to confirm that Mingly owns the Feedback and to enable Mingly to register and/or protect any associated intellectual property rights and/or confidential information.
(c) License. Subject to your compliance with the terms and conditions of these Terms, Mingly grants you a limited, non-exclusive, non-transferable, revocable license, without the right to sublicense, to access and use the Service and to download and print any Content provided by Mingly solely for your personal and/or domestic purposes. You may not use, copy, adapt, modify, prepare derivative works based upon, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast or otherwise exploit the Service or Content (other than the Content you have provided), except as expressly permitted in these Terms. No licenses or rights are granted to you by implication or otherwise under any intellectual property rights owned or controlled by Mingly or its licensors, except for the licenses and rights expressly granted in these Terms.
12. Third Party Websites and Services.
The Service may provide links to third party websites or resources and you may link your Account to Third Party Services. You acknowledge and agree that Mingly is not responsible or liable for the availability or accuracy of, and Mingly does not endorse, such websites, resources or Third Party Services, or the content, products, or services on or available from such websites, resources or Third Party Services. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites, resources and Third Party Services, including the linking of your Account with Third Party Services.
THE LAW OF SOME JURISDICTIONS MAY NOT ALLOW THE LIMITATION OF LIABILITY OR THE EXCLUSION OF WARRANTIES, CONDITIONS, ENDORSEMENTS, GUARANTEES, OR REPRESENTATIONS IN CONTRACTS WITH CONSUMERS AND TO THE EXTENT YOU ARE A CONSUMER THESE EXCLUSIONS MAY NOT APPLY TO YOU.
(a) EXCEPT TO THE EXTENT SPECIFICALLY PROHIBITED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED OR MADE ACCESSIBLE AS IS AND AS AVAILABLE, WITHOUT CONDITION, ENDORSEMENT, GUARANTEE, REPRESENTATION OR WARRANTY OF ANY KIND BY MINGLY.
(b) TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, ALL CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS, OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY CONDITIONS, ENDORSEMENTS, GUARANTEES, REPRESENTATIONS OR WARRANTIES OF DURABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, MERCHANTABILITY, MERCHANTABLE QUALITY, NON-INFRINGEMENT, SATISFACTORY QUALITY, OR TITLE, OR ARISING FROM A STATUTE OR CUSTOM OR A COURSE OF DEALING OR USAGE OF TRADE, AND ALL OTHER WARRANTIES, REPRESENTATIONS, CONDITIONS, ENDORSEMENTS OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, ARE HEREBY DISCLAIMED AND EXCLUDED.
(c) To the maximum extent permitted under applicable law, any implied warranties or conditions relating to the Service, to the extent they cannot be excluded as set out above, but can be limited, are hereby limited to ninety (90) days from the date you first accessed the Service.
(d) MINGLY DOES NOT WARRANT OR PROVIDE AN OTHER SIMILAR ASSURANCE WHATSOEVER THAT UNINTERRUPTED USE OR OPERATION OF ANY SERVICE, CONTINUED AVAILABILITY OF ANY SERVICE, OR THAT ANY MESSAGES, CONTENT OR INFORMATION SENT OR TRANSMITTED BY OR TO YOU WILL BE ACCURATE, TRANSMITTED IN UNCORRUPTED FORM OR WITHIN A REASONABLE PERIOD OF TIME.
(e) EXCEPT TO THE EXTENT SPECIFICALLY PROHIBITED BY APPLICABLE LAW, THE CONTENT IS NOT UNDER THE CONTROL OF MINGLY, MINGLY DOES NOT ENDORSE ANY PARTICULAR CONTENT, AND MINGLY HAS NO RESPONSIBILITY WHATSOEVER FOR YOUR SELECTION, USE, ACCESS, TRANSMISSION OR IMPLEMENTATION OF CONTENT.
You agree to defend, indemnify, and hold harmless Mingly, its, affiliates, agents, suppliers successors, authorized distributors and assigns and each of their respective officers, directors, employees and independent contractors (each a Mingly Indemnified Party), from and against any claims, liabilities, damages, losses, costs and expenses, including without limitation reasonable attorney’s fees and costs, incurred by a Mingly Indemnified Party arising from: (i) your access to or use of the Service or Content; (ii) your violation of these Terms including a breach of any representation or warranty made by you; or (iii) your infringement or violation of any third party right, including without limitation any intellectual property right, privacy or publicity right, or misappropriation of trade secrets or rights in confidential information, or violation of any applicable law, regulation or agreement.
15. Limitation of Liability.
SOME COUNTRIES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF CONSEQUENTIAL, INDIRECT OR OTHER DAMAGES IN CONTRACTS WITH CONSUMERS AND TO THE EXTENT YOU ARE A CONSUMER THE LIMITATIONS OR EXCLUSIONS IN THIS SECTION MAY NOT APPLY TO YOU.
(a) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW AND SUBJECT TO THE SPECIFIC REMEDIES SET OUT IN THESE TERMS, IN NO EVENT SHALL MINGLY BE LIABLE FOR ANY OF THE FOLLOWING TYPES OF DAMAGES: CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, INDIRECT, SPECIAL, PUNITIVE, OR AGGRAVATED DAMAGES, DAMAGES FOR LOSS OF BUSINESS PROFITS OR REVENUES, FAILURE TO REALIZE ANY EXPECTED SAVINGS, BUSINESS INTERRUPTION, LOSS OF BUSINESS INFORMATION, LOSS OF BUSINESS OPPORTUNITY, OR CORRUPTION OR LOSS OF DATA, FAILURES TO TRANSMIT OR RECEIVE ANY DATA, PROBLEMS ASSOCIATED WITH ANY APPLICATIONS USED IN CONJUNCTION WITH ANY SERVICES, DOWNTIME COSTS, LOSS OF THE USE OF ANY SERVICES OR ANY PORTION THEREOF OR OF ANY THIRD PARTY CONTENT, COST OF SUBSTITUTE GOODS OR SERVICES, COSTS OF COVER, FACILITIES OR SERVICES, COST OF CAPITAL, OR OTHER SIMILAR PECUNIARY LOSSES ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES INCLUDING THE USE OR INABILITY TO USE, PERFORMANCE OR NON-PERFORMANCE OF THE SERVICES, WHETHER OR NOT SUCH DAMAGES WERE FORESEEN OR UNFORESEEN, AND EVEN IF MINGLY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.
(b) To the maximum extent permitted by applicable law, in no event shall the aggregate liability of Mingly exceed the greater of: (i) the amount paid by you for the Service(s) that gave rise to the claim; and (ii) five (5) United States dollars.
(c) To the maximum extent permitted by applicable law, notwithstanding anything else in these Terms, to the extent Mingly is liable to you, Mingly shall only be liable for damages incurred during the period of such failure, delay or non-performance of the Service which is the subject of the claim.
(d) Nothing in this Section limits Mingly's liability to you in the event of: (i) death or personal injury to the extent resulting directly from Mingly's negligence; or (ii) any intentional fraudulent act or intentional fraudulent omission of Mingly.
(e) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY SHALL BE LIABLE TO THE OTHER ONLY AS EXPRESSLY PROVIDED IN THESE TERMS AND SHALL HAVE NO OTHER OBLIGATION, DUTY, OR LIABILITY WHATSOEVER WHETHER IN CONTRACT, TORT, OR OTHERWISE.
(f) TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE LIMITATIONS, EXCLUSIONS, AND DISCLAIMERS IN THESE TERMS SHALL: (i) APPLY IRRESPECTIVE OF THE NATURE OF THE CAUSE OF ACTION, DEMAND OR ACTION BY YOU INCLUDING, BUT NOT LIMITED TO, NEGLIGENCE, TORT, STRICT LIABILITY, BREACH OF CONTRACT, OR ANY OTHER LEGAL THEORY; (ii) SURVIVE A FUNDAMENTAL BREACH OR BREACHES OR THE FAILURE OF THE ESSENTIAL PURPOSE OF THESE TERMS OR OF ANY REMEDY CONTAINED HEREIN; (iii) NOT APPLY TO THE INDEMNITY OBLIGATIONS SET OUT HEREIN OR MISAPPROPRIATION OR INFRINGEMENT BY EITHER PARTY OF THE OTHER PARTY'S INTELLECTUAL PROPERTY OR A BREACH OF THE SECTIONS OF THESE TERMS ENTITLED: CONTENT (SECTION 6), RESTRICTIONS (SECTION 7), OWNERSHIP; GRANT OF LICENSE (SECTION 12); AND (iv) APPLY IN THE AGGREGATE, TO MINGLY OR MINGLY'S AFFILIATES, AND EACH OF THEIR SUCCESSORS, ASSIGNS, AND AUTHORISED DISTRIBUTORS.
(g) IN NO EVENT SHALL ANY OFFICER, DIRECTOR, EMPLOYEE, AGENT, DISTRIBUTOR, SUPPLIER, SERVICE SUPPLIER, INDEPENDENT CONTRACTOR, OR ANY AIRTIME SERVICE PROVIDER (EXCEPT AS SET OUT ABOVE) OF MINGLY OR MINGLY'S AFFILIATES HAVE ANY LIABILITY ARISING FROM OR RELATED TO THESE TERMS.
(h) YOU ACKNOWLEDGE AND AGREE THAT THE DISCLAIMERS, EXCLUSIONS AND LIMITATIONS SET FORTH IN THESE TERMS CONSTITUTE AN ESSENTIAL ELEMENT OF THE AGREEMENT BETWEEN THE PARTIES AND THAT IN THE ABSENCE OF SUCH DISCLAIMERS, EXCLUSIONS AND LIMITATIONS: (i) THE FEES AND OTHER TERMS IN THESE TERMS WOULD BE SUBSTANTIALLY DIFFERENT; AND (ii) THE SERVICES ACCESSIBLE TO YOU WOULD BE IMPACTED.
NOTHING IN THESE TERMS IS INTENDED TO SUPERSEDE ANY EXPRESS WRITTEN AGREEMENTS OR WARRANTIES PROVIDED BY MINGLY IN AN ADDENDUM.
(a) Assignment and Delegation. Mingly may assign these Terms without notice to you. You shall not assign these Terms in whole or in part without the prior written consent of Mingly (such consent may be withheld or conditioned at Mingly's discretion) and any assignment without Mingly's prior written consent shall be null and void and of no effect. Mingly may perform all obligations to be performed under these Terms directly or may have some or all obligations performed by its contractor or subcontractors, or its affiliates.
(b) Notices. Except as otherwise provided in these Terms, all notices or other communications hereunder shall be deemed to have been duly given when made in writing and delivered in person, by courier or deposited in the mail, postage prepaid, registered mail or its equivalent, return receipt requested, and addressed to you at the billing address supplied to Mingly by you, and addressed to Mingly, Inc. at 268 Bush St. #3806 San Francisco, CA 94104 (Attention: Legal). In addition to the foregoing, Mingly may, at its option, give you any notice under these terms electronically. Electronic notice to you shall be deemed to have been duly given when transmitted to an email address furnished by you to Mingly.
(c) Force Majeure. Notwithstanding any other provision of these Terms, neither party shall be deemed in default of these Terms for failure to fulfill its obligations when due to causes beyond its reasonable control. This provision shall not be construed as excusing non- performance of any obligation by either party to make payment to the other party under these Terms.
(d) Third Party Beneficiaries. Mingly's affiliates and Mingly and its affiliates' directors, officers and employees thereof are intended third party beneficiaries for the purpose of the Sections of these Terms entitled, Indemnity (Section 14) Limitation of Liability (Section 15) and Disclaimers (Section 13). Except as otherwise specifically stated in this Section, the provisions herein are for the benefit of the parties and not for any other person or entity.
(e) Waivers of Default. No party is to be deemed to have waived or forfeited any right under these Terms, whether on the basis of failure, delay or any other legal or equitable doctrine, unless such waiver is made in writing signed by an authorized signatory of the party against whom the waiver is sought to be enforced. Waiver of any provision, or any breach of any provision, of these Terms in one instance shall not constitute a waiver as to any other instance.
(f) Survival. The terms, conditions and warranties contained in these Terms that by their sense and context are intended to survive the performance hereof shall so survive the completion of performance, cancellation or termination of these Terms.
(g) Governing Law and Venue. These Terms shall be construed in accordance with and governed by the laws of the United States and the State of California, without reference to their rules regarding conflicts of law. You hereby irrevocably consent to the exclusive jurisdiction of the state or federal courts in San Francisco, California, USA in all disputes arising out of or related to the use of the Service.
(h) Severability. To the extent any section, clause, provision or sentence or part thereof (Part) of these Terms is determined to be illegal, invalid or unenforceable by a competent authority in any jurisdiction, then such determination of that Part will not affect: (i) the legality, validity or enforceability of the remaining Parts of these Terms; or (ii) the legality, validity or enforceability of that Part in any other jurisdiction, and that Part will be limited if possible and only thereafter severed, if necessary, to the extent required to render these Terms valid and enforceable.
(i) Language. It is the express will of the Parties that this Agreement and all related documents be drawn up in English. If these Terms are translated into a language other than English, the English version will prevail to the extent that there is any conflict or discrepancy in meaning between the English version and any translation thereof. Unless, and only to the extent, prohibited by law in your jurisdiction, any and all disagreements, disputes, mediation, arbitration or litigation relating to these Terms shall be conducted in the English language, including, without limitation, any correspondence, discovery, submissions, filings, pleadings, oral pleadings, arguments, oral arguments and orders or judgments.
(j) Inconsistency. If there is any inconsistency between these Terms and any other agreement with Mingly related to the Service, the provisions of these Terms shall apply to the extent of the inconsistency.
(l) Compliance With Laws. You will, at your expense, obtain and maintain all licenses, registrations and approvals required by the government authorities or applicable law in your jurisdiction for the execution and performance of these Terms or any related license agreements. In particular and for the avoidance of doubt, you will comply with all applicable laws and regulations and will obtain any necessary license, registration and approval from competent government authorities for the importation and use of any software that contains commercial encryption or other security function required by applicable law. You will provide Mingly with the assurances and official documents that Mingly periodically may request to verify your compliance with this obligation.
(m) California Use Only. The Service is controlled and operated by Mingly from its offices in the State of California. Mingly makes no representation that any of the materials or the services to which you have been given access is available or appropriate for use in other locations. Your use of or access to the Service should not be construed as Mingly's purposefully availing itself of the benefits or privilege of doing business in any state or jurisdiction other than California.
If you have any questions about these Terms, please contact us at firstname.lastname@example.org
Last updated as of: April 26, 2012