MIE SOLUTIONS, INC. TERMS OF SERVICE
Last updated: March 2015
These MIE Solutions Terms of Service (the “Terms”) govern the relationship between you and MIE Solutions, (hereinafter, “MIE Solutions,” “us,” or “we”) regarding your use of MIE Solutions’ bidding services and MIE Solutions’ websites used to facilitate use of such bidding services (collectively the “Service”). The Service is owned and operated by MIE Solutions. The terms “you,” “your,” and “yours” refer to anyone accessing, viewing, browsing, visiting or using the Service in any manner.
IMPORTANT – PLEASE READ CAREFULLY – THESE TERMS CREATE A LEGALLY BINDING AGREEMENT WHICH GOVERNS YOUR USE OF THE SERVICE. BY CREATING AN ACCOUNT (AS DEFINED BELOW) OR BY ACCESSING OR USING THE SERVICE OR ANY CONTENT OFFERED THROUGH THE MIE SOLUTIONS WEBSITE, YOU ACCEPT AND AGREE TO BE BOUND, WITHOUT LIMITATION OR QUALIFICATION, BY THESE TERMS. IF YOU DO NOT ACCEPT ANY OF THESE TERMS, YOU ARE PROHIBITED FROM USING THE SERVICE. IF YOU WERE USING A BETA VERSION OR OTHER VERSION OF THE SERVICE OFFERED PRIOR TO YOUR ACCEPTANCE OF THESE TERMS, THESE TERMS ALSO APPLY TO YOUR PAST USE OF THAT BETA OR OTHER VERSION OF THE SERVICE.
1. License and Restrictions.
1.1 License Grant For Service. Subject to your agreement and continuing compliance with these Terms and any other relevant MIE Solutions policies, MIE Solutions grants you a non-exclusive, non-transferable, revocable limited license to access and use the Service through a web browser. Anyone else who has been granted a right to use the Service is referred to generally as “Other Users” and you and Other Users are referred to as “All Users.”
1.2 Accounts and Access. You must register for at least but not more than one account through the Service (an “Account”). Individuals with Accounts are referred to generally as “Account Holders” and an Account not registered by you is referred to as a “Third Party Account.”
1.3 Use of the Service: The following restrictions apply to the use of the Service:
(a) You accept full responsibility for any unauthorized use of the Service by parties not authorized to use any of your Accounts. Additionally, you are responsible for any use of your credit card or other payment instrument (e.g. PayPal) incurred by parties using your Account;
(b) You shall not create an Account using a false identity or false information, or on behalf of someone other than yourself;
(c) You shall not have an Account or use the Service if your Account has previously been removed by MIE Solutions or you have previously been banned from using the Service;
(d) You shall not use your Account to advertise, solicit or transmit any commercial advertisements, including chain letters, junk e-mail or repetitive messages to anyone;
(e) You shall not use your Account to engage in any illegal conduct;
(f) You shall not rent, lease, sell, trade, gift, bequeath or otherwise transfer your Account to anyone without MIE Solutions’ written permission;
(g) You shall not reproduce, distribute or publicly display any content you access through the Service unless such content is clearly marked as “public” and you have been given the right to view such content; and
(h) You shall not do anything with any content you access through the Service that has been marked with restrictions or other instructions that is counter to such restrictions or other instructions.
1.4 Account Information and Management.
(b) Minors’ Accounts. You may set up an Account for your children (“Child Account”); provided that you provide MIE Solutions with a credit card or other proof reasonably requested by MIE Solutions to comply with the Children’s Online Privacy Protection Act (“COPPA”). All Accounts that you set up must have its own e-mail address (i.e., your Account and a Child Account will have different e-mail addresses associated with each Account). You agree to comply with all mechanisms put in place by MIE Solutions intended to facilitate MIE Solutions’ compliance with COPPA or intended to allow MIE Solutions to confirm that a Child Account is set up with the authority and permission of a parent.
(c) Login Information. During the Account creation process, you will be required to select a username and password (“Login Information”). The following rules govern the security of your Login Information:
(i) You shall not share the Account or the Login Information, nor let anyone else access your Account or do anything else that might jeopardize the security of your Account;
(ii) In the event you become aware of, or reasonably suspect, any breach of security, including without limitation any loss, theft or unauthorized disclosure of the Login Information, you must immediately notify MIE Solutions and modify your Login Information;
(iii) You are solely responsible for maintaining the confidentiality of the Login Information and you will be responsible for all uses of the Login Information, including purchases, whether or not authorized by you; and
(iv) You are responsible for anything that happens through your Account.
(d) Reclaiming Usernames. MIE Solutions reserves the right to remove or reclaim any usernames at any time and for any reason, including but not limited to claims by a third party that a username violates the third party’s rights.
1.5 License and Account Limitations and Prohibitions.
(a) General Effects of Violations. Any use of the Service in violation of these Terms is strictly prohibited, can result in the immediate revocation of your limited license granted by Section 1, and may subject you to liability for violations of law.
(b) Activity Prohibitions. You agree that you will not, under any circumstances:
(i) Engage in any act that MIE Solutions deems to be in conflict with the spirit or intent of the Service, including but not limited to circumventing or manipulating these Terms;
(ii) Use the Service in connection with any violation of any applicable law or regulation, or do anything that promotes the violation of any applicable law or regulation;
(iii) Without MIE Solutions’ express written consent, modify or cause to be modified any files or content that are used to offer the Service;
(iv) Disrupt, overburden, or aid or assist in the disruption or overburdening of (1) any computer or server used to offer or support the Service (each a “Server”) or (2) the enjoyment of the Service by any other person;
(v) Institute, assist or become involved in any type of attack, including without limitation distribution of a virus, denial of service attacks upon the Service or other attempts to disrupt the Service or any other person’s use or enjoyment of the Service;
(vi) Attempt to gain unauthorized access to the Service, Accounts, Servers or networks connected to the Service by any means, including but not limited to circumventing or modifying, attempting to circumvent or modify or encouraging or assisting any other person to circumvent or modify, any security, technology, device or software that is part of the Service;
(vii) Post any information that is abusive, threatening, obscene, defamatory, libelous or racially, sexually, religiously or otherwise objectionable or offensive;
(viii) Post any information that contains nudity, excessive violence or offensive subject matter or that contains a link to such content;
(ix) Attempt to, or harass, abuse, harm, or advocate or incite harassment, abuse or harm of another person or group of persons, including MIE Solutions employees or customer service representatives;
(x) Post, distribute or make available through the Service any material or information that infringes any copyright, trademark, patent, trade secret, right of privacy, right of publicity or other right of any person or entity or impersonates any other person;
(xi) Transmit unauthorized communications through the Service, including junk mail, chain letters, spam and any materials that promote malware, spyware and downloadable items;
(xii) Interfere or attempt to interfere with the proper functioning of the Service or connect to or use the Service in any way not expressly permitted by these Terms;
(xiii) Engage in the unauthorized access to Accounts;
(xiv) Intercept, examine or otherwise observe any proprietary communications protocol used by a client, a Server or the Service, whether through the use of a network analyzer, packet sniffer or other device;
(xv) Make any automated use of the Service or take any action that imposes or may impose (in our sole discretion) an unreasonable or disproportionately large load on our infrastructure, as we determine in our sole discretion;
(xvi) Bypass any robot exclusion headers or other measures we take to restrict access to the Service or use any software, technology or device to send content or messages, scrape, spider or crawl the Service, or harvest or manipulate data;
(xvii) Use, facilitate, create or maintain any unauthorized connection to the Service, including without limitation (1) any connection to any unauthorized server that emulates, or attempts to emulate, any part of the Service or (2) any connection using programs, tools or software not expressly approved in writing by MIE Solutions;
(xviii) Copy, modify or distribute rights or content from any MIE Solutions site, including but not limited to content that contains or is protected by MIE Solutions’ copyrights or trademarks or use any method to copy or distribute the content of the Service, except as specifically allowed in these Terms;
(xix) Solicit or attempt to solicit personal information from Other Users;
(xx) Collect, harvest or post anyone’s private information, including personally identifiable information (whether in text, image or video form), identification documents or financial information through the Service; or
(xxi) Upload or transmit (or attempt to upload or to transmit), without MIE Solutions’ express written permission, any material that acts as a passive or active information collection or transmission mechanism, including, without limitation clear graphics interchange formats (“gifs”), 1×1 pixels, web bugs, cookies or other similar devices (sometimes referred to as “spyware,” “passive collection mechanisms” or “pcms”).
1.6 Suspension and Termination of Account and Service:
(a) FAILURE TO COMPLY. WITHOUT LIMITING ANY OTHER REMEDIES, MIE SOLUTIONS MAY LIMIT, SUSPEND, TERMINATE, MODIFY OR DELETE ACCOUNTS OR ACCESS TO MIE SOLUTIONS SERVICES OR PORTIONS THEREOF IF YOU ARE, OR MIE SOLUTIONS SUSPECTS THAT YOU ARE, FAILING TO COMPLY WITH ANY OF THESE TERMS OR FOR ANY ACTUAL OR SUSPECTED ILLEGAL OR IMPROPER USE OF THE SERVICE, WITH OR WITHOUT NOTICE TO YOU. YOU CAN LOSE YOUR USER NAME AND PERSONA AS A RESULT OF ACCOUNT TERMINATION OR LIMITATION, AS WELL AS ANY BENEFITS, PRIVILEGES, EARNED ITEMS AND PURCHASED ITEMS ASSOCIATED WITH YOUR USE OF THE SERVICE AND MIE SOLUTIONS IS UNDER NO OBLIGATION TO COMPENSATE YOU FOR ANY SUCH LOSSES OR RESULTS.
(b) IP INFRINGEMENT. WITHOUT LIMITING OUR OTHER REMEDIES, WE MAY LIMIT, SUSPEND OR TERMINATE THE SERVICE AND ACCOUNTS OR PORTIONS THEREOF, PROHIBIT ACCESS TO OUR SITES AND THEIR CONTENT, SERVICES AND TOOLS, DELAY OR REMOVE ANY CONTENT AND TAKE TECHNICAL AND LEGAL STEPS TO PREVENT USERS FROM ACCESSING THE SERVICE IF WE BELIEVE THAT YOU ARE CREATING RISK OR POSSIBLE LEGAL LIABILITIES, INFRINGING THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES OR ACTING INCONSISTENTLY WITH THE LETTER OR SPIRIT OF OUR TERMS OR POLICIES. ADDITIONALLY, WE MAY, IN APPROPRIATE CIRCUMSTANCES AND AT OUR SOLE DISCRETION, SUSPEND OR TERMINATE ACCOUNTS OF USERS WHO MAY BE REPEAT INFRINGERS OF THIRD PARTY INTELLECTUAL PROPERTY RIGHTS.
(c) Right to Cease Service. MIE Solutions reserves the right to stop offering and/or supporting the Service or part of the Service at any time, at which point your license to use the Service or a part thereof will be automatically terminated. In such event, MIE Solutions shall not be required to provide refunds, benefits or other compensation to users in connection with such discontinued Services.
(d) Termination of Account. Termination of your Account can include disabling your access to the Service or any part thereof, including any content you submitted or that others submitted. If your Account is terminated, you agree that MIE Solutions does not have to give you access or copies of any content you have submitted as part of the Service.
(e) Cancellation of Account. You may cancel any Account registered to you at any time by following the instructions on www.mie-solutions.com or by using the cancellation feature of the Service.
1.7 Intellectual Property Ownership in the Service. The Service (including without limitation any computer code, template content, pre-populated content, concepts, artwork, animations, sounds, musical compositions, audio-visual effects and text contained within) are copyrighted works owned by MIE Solutions or its licensors.
2. Job Terms and Content Screening.
(a) Posting a Job. By posting information (“Job Information”) about a particular request for a proposal (such request for a proposal is a “Job”) on through the Service, you understand and agree that you will carefully consider each bid you receive to provide services. By posting a Job, you represent that the offering and any completion of the Job is lawful; the Job is offered by you in good faith and that the description of Job is complete and accurate.
(b) Information Related to Jobs. When you post a Job (a “Job Poster”), you agree to provide us with email contact information (“Provider Emails”) for those entities who will be bidding on a Job (such entities are “Job Bidders”). A Job Poster represents and warrant that all Provider Emails provided to us have been lawfully obtained and that Job Poster has all rights and permissions necessary to provide Provider Emails to us so that we may contact and email information to Job Bidders via Provider Emails.
(c) Bidding on a Job. If you are a Job Bidder, by bidding on a Job through our Service , Job Bidder understand and agree that you will be able to provide the services described in such bid in a workmanlike and satisfactory manner. By bidding on a Job, a Job Bidder represents that their bidding and provision of the services described in the Job is lawful which includes, but is not limited to, satisfying all necessary licensing and insurance requirements.
(d) Job Contracts. Any contracts between a Job Poster and a Job Bidder are to be entered into separately between a Job Poster and a Job Bidder and we do not and are not responsible for arranging any contractual obligations between a Job Poster and a Job Bidder. You acknowledge that we are not responsible for the execution of any contracts between a Job Poster and a Job Bidder.
2.3 Licenses to Posted Content: You hereby grant MIE Solutions a perpetual and irrevocable (other than as provided below), worldwide, fully paid-up and royalty free, non-exclusive, sublicensable, assignable, unlimited license and right to copy, reproduce, fix, adapt, modify, improve, translate, reformat, create derivative works from, manufacture, introduce into circulation, commercialize, publish, distribute, sell, license, sublicense, transfer, rent, lease, transmit, publicly display, publicly perform, or provide access to electronically, broadcast, communicate to the public by telecommunication, display, perform, enter into computer memory, and use and practice, in any way now known or in the future discovered, your Posted Content as well as all modified and derivative works thereof. MIE Solutions will only exercise the rights granted in this Section 2.3 to offer or to facilitate the offering of Services. To the extent permitted by applicable laws, you hereby waive any moral rights or any of your rights of publicity or privacy you may have in any Posted Content. The license you grant us to use user posted content (except any content you submit in response to MIE Solutions promotions and competition or any other content specifically solicited by MIE Solutions) ends when you delete your Posted Content or you close your Account unless your Posted Content has been shared with others, and they have not deleted it. However, you understand and accept that removed content may persist in back-up copies for a reasonable period of time.
2.4 Content Screening.
(a) Consent to Monitoring. By entering into these Terms, you hereby provide your irrevocable consent to monitoring and recording. You acknowledge and agree that you have no expectation of privacy concerning the transmission of any information, including without limitation chat, text or voice communications.
(b) Options Regarding Bid Content. MIE Solutions may reject, refuse to post or delete any or all Job Information for any or no reason, including, but not limited to for the reason, in the sole judgment of MIE Solutions, that a Job or the posting of any particular Job Information violates these Terms.
2.5 User Interactions.
(a) Responsibility For Interactions. You are solely responsible for your interactions with other Account Holders, Job Providers, Job Bidders and any other parties with whom you interact through the Service. MIE Solutions reserves the right, but has no obligation, to become involved in any way with these disputes.
(b) Release For Disputes. If you have a dispute with one or more Other Users( such as by example, with a Job Provider or a Job Bidder)you release us (and our officers, directors, agents, subsidiaries, joint ventures and employees) 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. If you are a California resident, you waive California Civil Code §1542, which says: “A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor.”
3. Fees and Purchase Terms. You agree to pay any and all fees and applicable taxes, if any, incurred by you or anyone using an Account registered to you. Any required fees will be specified as part of the Service or when you must register your Account. MIE Solutions reserves the right in the future to charge fees for any parts of the Service that may have previously been offered without a fee. You agree that MIE Solutions in the future may offer premium services as part of the Service that may require fees or additional fees. MIE Solutions may revise the pricing for the goods and services offered through the Service at any time. YOU ACKNOWLEDGE THAT MIE SOLUTIONS IS NOT REQUIRED TO PROVIDE A REFUND FOR ANY REASON, AND THAT YOU WILL NOT RECEIVE MONEY OR OTHER COMPENSATION FOR UNUSED PRODUCTS AND SERVICES WHEN AN ACCOUNT IS CLOSED, WHETHER SUCH CLOSURE WAS VOLUNTARY OR INVOLUNTARY.
4. Third Party Advertising.
4.2 Links to Third Party Sites and Dealings with Advertisers. MIE Solutions may provide links on the Service to third party websites or vendors who may invite you to participate in a promotional offer in return for receiving a benefit. Any charges or obligations you incur in your dealings with these third parties are your responsibility. MIE Solutions makes no representation or warranty regarding any content, goods and/or services provided by any third party even if linked from our Service, and will not be liable for any claim relating to any third party content, goods and/or services. The linked sites are not under the control of MIE Solutions and may collect data or solicit personal information from you. MIE Solutions is not responsible for their content, business practices or privacy policies, or for the collection, use or disclosure of any information those sites may collect. Further, the inclusion of any link does not imply endorsement by MIE Solutions of these linked sites.
5. Copyright Notices; Complaints. It is MIE Solutions’ policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act (the “DMCA”). For more information, please go to MIE Solutions’ “Copyright Page” to review our DMCA procedures. MIE Solutions reserves the right to terminate without notice any user’s access to the Service if that user is determined by MIE Solutions to be a “repeat infringer.” In addition, MIE Solutions accommodates and does not interfere with standard technical measures used by copyright owners to protect their materials.
6. Updates to the Service. You understand that the Service undergoes frequent changes. MIE Solutions may require that you accept updates to the Service in order to continue using the Service. You acknowledge and agree that MIE Solutions may update the Service without notifying you.
7. Disclaimer; Limitations; Waivers on Liability; Indemnification.
7.1 Disclaimer of Warranties.
(a) SERVICE PROVIDED “AS IS”. YOU EXPRESSLY AGREE THAT USE OF THE SERVICE IS AT YOUR SOLE RISK AND IS PROVIDED ON AN “AS IS” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF TITLE OR IMPLIED WARRANTIES OF NON-INFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE (EXCEPT ONLY TO THE EXTENT PROHIBITED UNDER APPLICABLE LAW WITH ANY LEGALLY REQUIRED WARRANTY PERIOD THE SHORTER OF THIRTY (30) CALENDAR DAYS FROM FIRST USE OR THE MINIMUM PERIOD REQUIRED).
(b) NO WARRANTY OF ERROR-FREE OPERATION. WITHOUT LIMITING THE FOREGOING, NEITHER MIE SOLUTIONS NOR ITS AFFILIATES OR SUBSIDIARIES, OR ANY OF THEIR DIRECTORS, EMPLOYEES, AGENTS, ATTORNEYS, THIRD-PARTY CONTENT PROVIDERS, DISTRIBUTORS, LICENSEES OR LICENSORS (COLLECTIVELY, “MIE SOLUTIONS PARTIES”) WARRANT THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE.
(c) NO WARRANTY REGARDING ACCESS TO ACCOUNTS AND CONTENT. THE SERVICE IS CURRENTLY DESIGNED SO THAT CERTAIN ACCOUNT HOLDERS CAN BID. MIE SOLUTIONS DOES NOT GUARANTEE THAT ANY INDIVIDUAL OR ACCOUNT HOLDER WILL ALWAYS BE PREVENTED FROM VIEWING INFORMATION OR CONTENT THAT THE SERVICE INTENDED TO NOT BE AVAILABLE TO SUCH INDIVIDUAL. MIE SOLUTIONS DOES NOT WARRANT THAT ALL CONTENT OR INFORMATION POSTED BY AN ACCOUNT HOLDER WILL REMAIN AVAILABLE AT ALL TIMES OR WILL NEVER BE DELETED, CORRUPTED OR OTHERWISE UNAVAILABLE. MIE SOLUTIONS DOES NOT WARRANT THAT THE SERVICE, ACCOUNT HOLDER INFORMATION OR ANY INFORMATION POSTED BY AN ACCOUNT HOLDER WILL BE KEPT FROM ANY PARTICULAR INDIVIDUAL WHO EITHER HACKS OR ENGAGES IN UNAUTHORIZED ACCESS TO SUCH CONTENT OR INFORMATION OR IS MISTAKENLY GRANTED ACCESS BY MIE SOLUTIONS OR THROUGH THE SERVICE.
7.2 Limitations; Waivers of Liability.
(a) DISCLAIMER OF INDIRECT DAMAGES. YOU ACKNOWLEDGE AND AGREE THAT, TO THE FULLEST EXTENT PERMITTED BY ANY APPLICABLE LAW, THE DISCLAIMERS OF LIABILITY CONTAINED HEREIN APPLY TO ANY AND ALL DAMAGES OR INJURY WHATSOEVER CAUSED BY OR RELATED TO USE OF, OR INABILITY TO USE, THE SERVICE UNDER ANY CAUSE OR ACTION WHATSOEVER OF ANY JURISDICTION, INCLUDING, WITHOUT LIMITATION ACTIONS FOR BREACH OF WARRANTY, BREACH OF CONTRACT OR TORT (INCLUDING NEGLIGENCE) AND THAT THE MIE SOLUTIONS PARTIES SHALL NOT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES IN ANY WAY WHATSOEVER ARISING OUT OF THE USE OF, OR INABILITY TO USE, THE SERVICE.
(b) NOT RESPONSIBLE FOR THIRD PARTY CONDUCT. YOU FURTHER SPECIFICALLY ACKNOWLEDGE THAT THE MIE SOLUTIONS PARTIES ARE NOT LIABLE, AND YOU AGREE NOT TO SEEK TO HOLD THE MIE SOLUTIONS PARTIES LIABLE, FOR THE CONDUCT OF THIRD PARTIES, INCLUDING OTHER ACCOUNT HOLDERS OR USERS OF THE SERVICE AND OPERATORS OF EXTERNAL SITES, AND THAT THE RISK OF THE SERVICE AND EXTERNAL SITES AND OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
(c) MONETARY LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES WILL THE MIE SOLUTIONS PARTIES BE LIABLE TO YOU FOR MORE THAN THE AMOUNT YOU HAVE PAID MIE SOLUTIONS IN THE ONE HUNDRED AND EIGHTY (180) CALENDAR DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM.
(d) FAILURE TO PAY. YOU ACKNOWLEDGE AND AGREE THAT IF YOU HAVE NOT PAID MIE SOLUTIONS ANY AMOUNTS IN THE ONE HUNDRED AND EIGHTY (180) CALENDAR DAYS IMMEDIATELY PRECEDING THE DATE ON WHICH YOU FIRST ASSERT ANY SUCH CLAIM, YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY DISPUTE WITH MIE SOLUTIONS IS TO STOP USING THE SERVICE AND TO CANCEL YOUR ACCOUNT.
(e) DISCLAIMER MAY NOT BE APPLICABLE. SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. THEREFORE, SOME OF THE ABOVE LIMITATIONS IN THE SECTION MAY NOT APPLY TO YOU.
7.3 Indemnification. You agree to defend, indemnify, save, and hold the MIE Solutions Parties harmless from any claims, losses, damages, liabilities, including legal fees and expenses, arising out of your use or misuse of the Service, any violation by you of these Terms or any breach of the representations, warranties and covenants made by you herein. MIE Solutions reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify MIE Solutions and you agree to cooperate with MIE Solutions’ defense of these claims. MIE Solutions will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of it. You agree that the provisions in this paragraph will survive any termination of your Account or of the Service.
8. Dispute Resolution.
8.1 General. If a dispute arises between you and MIE Solutions, our goal is to provide you with a neutral and cost effective means of resolving the dispute quickly. Accordingly, you and MIE Solutions agree that we will resolve any claim or controversy at law or equity that arises out of this Agreement or our services (a “Claim”) in accordance with one of the subsections below or as we and you otherwise agree in writing. Before resorting to these alternatives, we strongly encourage you to first contact us directly to seek a resolution by going to Customer Support. We will consider reasonable requests to resolve the dispute through alternative dispute resolution procedures, such as mediation or arbitration, as alternatives to litigation. Other than those matters listed in Section 8.2, you and MIE Solutions agree to seek resolution of the dispute only through arbitration of that dispute in accordance with the terms of this Section 8, and not litigate any dispute in court. Arbitration means that the dispute will be resolved by a neutral arbitrator instead of in a court by a judge or jury.
8.2 Exclusions from Arbitration. YOU AND MIE SOLUTIONS AGREE THAT ANY CLAIM FILED BY YOU OR BY MIE SOLUTIONS IN SMALL CLAIMS COURT OR BY MIE SOLUTIONS RELATED TO PROTECTION OF MIE SOLUTIONS’ OR ANY MIE SOLUTIONS LICENSOR’S INTELLECTUAL PROPERTY ARE NOT SUBJECT TO THE ARBITRATION TERMS CONTAINED IN THIS SECTION 8.
8.3 RIGHT TO OPT OUT OF BINDING ARBITRATION AND CLASS ACTION WAIVER WITHIN 30 DAYS. IF YOU DO NOT WISH TO BE BOUND BY THE BINDING ARBITRATION PROVISION AND CLASS ACTION WAIVER IN THIS SECTION 8, YOU MUST NOTIFY MIE SOLUTIONS IN WRITING WITHIN THIRTY (30) DAYS OF THE DATE THAT YOU ACCEPT THIS AGREEMENT. YOUR WRITTEN NOTIFICATION MUST BE MAILED TO MIE SOLUTIONS TERMS ADMINISTRATOR, [________] AND MUST INCLUDE: (1) YOUR NAME, (2) YOUR ADDRESS, (3) YOUR USERNAME AND (4) A CLEAR STATEMENT THAT YOU DO NOT WISH TO RESOLVE DISPUTES WITH MIE SOLUTIONS THROUGH ARBITRATION.
8.4 Class Action Waiver. ANY DISPUTE RESOLUTION PROCEEDINGS, WHETHER IN ARBITRATION OR COURT, WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS OR REPRESENTATIVE ACTION OR AS A NAMED OR UNNAMED MEMBER IN A CLASS, CONSOLIDATED, REPRESENTATIVE OR PRIVATE ATTORNEY GENERAL ACTION, UNLESS BOTH YOU AND MIE SOLUTIONS SPECIFICALLY AGREE TO DO SO IN WRITING FOLLOWING INITIATION OF THE ARBITRATION.
8.5 Initiation of Arbitration Proceeding; Selection of Arbitrator. If you or MIE Solutions elect to resolve your dispute through arbitration, the party initiating the arbitration proceeding may initiate it with the American Arbitration Association (“AAA”), www.adr.org, or JAMS www.jamsadr.com. The terms of this Section 8 govern in the event they conflict with the rules of the arbitration organization selected by the parties.
8.6 Arbitration Procedures. Because the software and/or service provided to you by MIE Solutions concern interstate commerce, the Federal Arbitration Act (“FAA”) governs the arbitrability of all disputes. However, applicable federal or state law may also apply to the substance of any disputes. For claims of less than $75,000, the AAA’s Supplementary Procedures for Consumer-Related Disputes (“Supplementary Procedures”) shall apply, including the schedule of arbitration fees set forth in Section C-8 of the Supplementary Procedures; for claims over $75,000, the AAA’s Commercial Arbitration Rules and relevant fee schedules for non-class action proceedings shall apply. The AAA rules are available at www.adr.org or by calling 1-800-778-7879. Further, if your claims do not exceed $75,000 and you provided notice to, and negotiated in good faith with, MIE Solutions as described above, and if the arbitrator finds that you are the prevailing party in the arbitration, you will be entitled to recover reasonable attorneys’ fees and costs as determined by the arbitrator, in addition to any rights to recover the same under controlling state or federal law afforded to MIE Solutions or you. The arbitrator will make any award in writing but need not provide a statement of reasons unless requested by a party. Such award will be binding and final, except for any right of appeal provided by the FAA, and may be entered in any court having jurisdiction over the parties for purposes of enforcement.
8.7 Location of Arbitration. You or MIE Solutions may initiate arbitration in either Orange County, California or the county in which you reside. In the event that you select the county of your residence, MIE Solutions may transfer the arbitration to Orange County, California in the event that it agrees to pay any additional fees or costs you incur as a result of the change in location, as determined by the arbitrator.
8.8 Severability. If any clause within this Section 8 (other than the Class Action Waiver clause of Section 8.4) is found to be illegal or unenforceable, that clause will be severed from this Section 8 and the remainder of this Section 8 will be given full force and effect. If the Class Action Waiver (Section 8.4) clause is found to be illegal or unenforceable, this entire Section 8 will be unenforceable and the dispute will be decided by a court and you and MIE Solutions each agree to waive in that instance, to the fullest extent allowed by law, any trial by jury.
8.9 Continuation. This Section 8 shall survive any termination of the Terms.
9. General Provisions.
9.4 Supplemental Policies. MIE Solutions may publish additional policies related to specific services such as forums, contests or loyalty programs. Your right to use such services is subject to those specific policies and these Terms.
MIE Solutions, Inc.
[__] Attn: Terms Administrator
9.8 Equitable Remedies. You acknowledge that the rights granted and obligations made under these Terms to MIE Solutions are of a unique and irreplaceable nature, the loss of which shall irreparably harm MIE Solutions and which cannot be replaced by monetary damages alone, so that MIE Solutions shall be entitled to injunctive or other equitable relief (without the obligations of posting any bond or surety or proof of damages) in the event of any breach or anticipatory breach by you. You irrevocably waive all rights to seek injunctive or other equitable relief, or to enjoin or restrain the operation of the Service, exploitation of any advertising or other materials issued in connection therewith, or exploitation of the Service or any content or other material used or displayed through the Service and agree to limit your claims to claims for monetary damages, limited by Section 7.2 (if any).
9.9 Force Majeure. MIE Solutions shall not be liable for any delay or failure to perform resulting from causes outside the reasonable control of MIE Solutions, including without limitation any failure to perform hereunder due to unforeseen circumstances or cause beyond MIE Solutions’ control, such as acts of God, war, terrorism, riots, embargoes, acts of civil or military authorities, fire, floods, accidents, strikes, shortages of transportation facilities, fuel, energy, labor or materials.