By accessing the Mipoza Services, you accept, without limitation or qualification, the following Terms of Use and Acceptable Use Policy. Your use of Mipoza Services is governed by these Terms of Use and Acceptable Use Policy. When we use the term "Agreement" in any of the Order, Terms of Use, or Acceptable Use Policy, we are referring collectively to all of them. This Agreement is the complete and exclusive agreement between you and Mipoza regarding its subject matter and supersedes and replaces any prior agreement, understanding, or communication, written or oral. 1. DEFINED TERMS. Some words used in the Agreement have particular meanings: "Acceptable Use Policy" or "AUP" means the Mipoza Acceptable Use Policy posted at http://www.mipoza.com/company/aup.aspx as of the date you sign the Order, as it may be amended pursuant to Section 19 below. "Business Day" means 9:00 a.m. – 5:00 p.m. Monday through Friday, United States pacific standard time, excluding federal public holidays in the United States. "Confidential Information" means all information disclosed by Mipoza to you whether before or after the effective date of the Agreement, that the you should reasonably understand to be confidential, including: (i) unpublished prices and other terms of service, audit and security reports, product development plans, and other proprietary information or technology, and (ii) information that is marked or otherwise conspicuously designated as confidential. Information that is developed by you on your own, without reference to the Mipoza Confidential Information, or that becomes available to you other than through violation of the Agreement or applicable law, shall not be "Confidential Information", with the exception that such Confidential Information is kept confidential and not provided to Mipoza by you, your agents, employees or affiliates. "Junk Mail" means email or communication through Mipoza Services that is captured by our filters or other email or communication that is reported to Mipoza as undesirable. "Order" means either: (i) the online order that you submit to Mipoza via the Mipoza website, or (ii) any other written order (either in electronic or paper form) provided to you by Mipoza for signature that describes the Services you are purchasing, whether free or not, and that is signed by you, either manually or electronically, or (iii) creating an online account, whether free or not, with Mipoza. "Services" or “Mipoza Services” means those services described in the Order or any use of the Site. “Member Application” means the area of the online website or Mipoza-provided APIs, provided by Mipoza to you, where you log into and manage your account. The Member Application is a subset of the Mipoza Services. “Notice” or “Written Notice” means notification provided to you via the Member Application or other written or electronic means, including electronic mail, postal mail or alerts provided in the Member Application. Any attempt on our part to deliver Notice to you, will be deemed delivered whether receipt is confirmed by you or not. “Mipoza Mail” means electronic communication that is created and delivered to end users within the mail section of the Member Application. 2. YOUR OBLIGATIONS. You agree to do each of the following: (i) comply with applicable law and the Mipoza Acceptable Use Policy (ii) pay when due the fees for the Services, (iii) use reasonable security precautions in light of your use of the Services, (iv) immediately notify Mipoza of any unauthorized use of your account or any other breach of security. In the event of a dispute between Mipoza and you regarding the interpretation of applicable law or the AUP, Mipoza's reasonable determination shall control, (v) use your best judgment and show respect when communicating with other members of Mipoza, (vi) to communicate with the agent or representative of members under the age of eighteen and to not initiate communication directly with minors, including any offers, opportunities, or potential contracts (vii) and maintain backups of data that is owned by you. 3. ACCESS TO MIPOZA SERVICES. You may access the Services via the online Member Application, or via a Mipoza-provided Application Programming Interface or API. Mipoza may modify its membership application or APIs at any time, or may transition to new API's. Your use of any API you download from the Mipoza website is governed by the license terms included with the code. 4. SERVICE LEVEL AGREEMENT. We do not commit to a specific level of service or application uptime and will not be liable for any lost or stolen information, including data, images, audio / video content or any other information provided to Mipoza by you. We will make our best efforts to protect your data and make it available via the Mipoza Services. 5. TERM. The initial term for each Order begins on the date we make the Services available for your use and continues for the period stated in the Order. If no period is stated in the Order, then the initial term shall be one month. Upon expiration of the initial term, the Order will automatically renew for successive renewal terms of one month each, unless and until (i) you provide notice, via the online Member Application, of non-renewal prior to the expiration of the initial term, or then-current renewal term, as applicable (ii) we terminate your account, with or without Written Notice and at our own discretion. You must follow Mipoza’s non-renewal process accessible from your Member Application to give an effective notice of non-renewal. 6. FEES. Mipoza will charge you the fees stated in your Order. If you have made a minimum commitment in your Order, and your actual usage does not meet or exceed the minimum commitment, you will forfeit the unused portion of the Services. Unless you have made other arrangements, Mipoza will charge your credit card without invoice as follows: (i) for recurring fees, in advance, on or around the first day of each billing cycle, and (ii) for non-recurring fees (such as fees for initial set-up, overages, communication charges, and product purchases) on or around the date incurred, or on or around the first day of the billing cycle that follows the date incurred, at Mipoza's option; provided that Mipoza may wait to charge your credit card until the total aggregate fees due are at least $25. Unless otherwise agreed in the Order, your billing cycle will be monthly, beginning on the date that Mipoza first makes the Services available to you. If you are participating in Mipoza’s referral program, as described in Section 27 (Referral Program) below, Mipoza may at its option, either include the fees, charge backs, and other items described in Section 27 with your recurring or non-recurring fees, as applicable, or deduct them from your remittances. Mipoza may suspend all services (including services provided pursuant to any unrelated Order or other agreement we may have with you) if our charges to your credit card are rejected for any reason. Mipoza may charge interest on overdue amounts at 1.5% per month (or the maximum legal rate if it is less than 1.5%). If any amount is overdue by more than thirty (30) days, and Mipoza brings a legal action to collect, or engages a collection agency, you must also pay Mipoza's reasonable costs of collection, including attorney fees and court costs. All fees are stated and will be charged in US Dollars. Any "credit" that we may owe to you, such as referral commissions, will be applied to fees due from you for services, and will not be paid to you as a refund. Charges that are not disputed within sixty (60) days of the date charged are conclusively deemed accurate. You must provide Mipoza with accurate factual information to help Mipoza determine if any tax is due with respect to the provision of the Services, and if Mipoza is required by law to collect taxes on the provision of the Services, you must pay Mipoza the amount of the tax that is due or provide satisfactory evidence of your exemption from the tax. You authorize Mipoza to obtain a credit report at any time during the term of the Agreement. Any credit that we may owe you, such as a credit for unused services, will be applied to unpaid fees for services or refunded to you, at our sole option. 7. FEE INCREASES. If you are under a month-to-month contract, then we may increase fees at any time on fifteen (15) days advance Notice. If the initial term of your Agreement is longer than one month, then we may increase your fees effective as of the first day of the renewal term that first begins fifteen days from the day of our Written Notice of a fee increase. 8. SUSPENSION. We may suspend your Services without liability if: (i) we reasonably believe that the Services are being used (or have been or will be used) in violation of the Agreement, (ii) we discover that you are, or are affiliated in any manner with, a person who has used similar services abusively in the past; (iii) you don't cooperate with our reasonable investigation of any suspected violation of the Agreement; (iv) we reasonably believe that your Services have been accessed or manipulated by a third party without your consent, (v) we reasonably believe that suspension of the Services is necessary to protect our network or our other customers, (vi) a payment for the Services is overdue, (vii) we determine that you have violated our AUP or (vii) suspension is required by law. We will give you reasonable advance Notice of a suspension under this paragraph and a chance to cure the grounds on which the suspension are based, unless we determine, in our reasonable commercial judgment, that a suspension on shorter or contemporaneous notice is necessary to protect Mipoza or its other customers from imminent and significant operational or security risk. If the suspension was based on your breach of your obligations under the Agreement, then we may continue to charge you the fees for the Services during the suspension, and may charge you a reasonable reinstatement fee (not to exceed $150) upon reinstatement of the Services. 9. TERMINATION FOR CONVENIENCE; EARLY TERMINATION FEE. You may terminate the Agreement for convenience at any time on thirty days advance Written Notice. If you terminate the Agreement for convenience, in addition to other amounts you may owe, you must pay an early termination fee equal to any minimum monthly financial commitment you have made for the remaining portion of the then-current term that has not already been paid to Mipoza. 10. TERMINATION FOR BREACH. We may terminate the Agreement for breach on Written Notice if: (i) we discover that the information you provided to Mipoza about yourself or your proposed use of the Services was materially inaccurate or incomplete, (ii) if you are an individual, you were not at least 18 years old or otherwise did not have the legal capacity to enter into the Agreement at the time you submitted the Order for Services, or if you are an entity or fiduciary, the individual submitting the Order for Services did not have the legal right or authority to enter into the Agreement on behalf of the person represented to be the customer, (iii) your payment of any invoiced amount is overdue, and you do not pay the overdue amount within three (3) days of our Written Notice, (iv) you use your Service in violation of the AUP and fail to remedy the violation within ten (10) days of our written notice, (v) you violate the AUP more than once, even if you cure each violation, or (vi) you fail to comply with any other provision of the Agreement and do not remedy the failure within thirty (30) days of our Notice to you describing the failure. 11. CONTENT AND ACCESS TO CONTENT. 11.1 You understand that all information, data, text, sound, photographs, graphics, video, messages, software, tags, advertisements or other materials ("Content"), whether publicly posted or privately transmitted, are the sole responsibility of the person from whom such Content originated. You are solely responsible for the Content you submit or make available for inclusion through the Mipoza Services ("Member Content") and the consequences of posting or publishing it. Member Content means material or information posted, provided, transmitted or otherwise made available by you on or through the Mipoza Services. 11.2 We do not control the Content posted through the Mipoza Services and, as such, we do not guarantee the accuracy, integrity or quality of such Content and disclaim any and all liability in connection with such Content. 11.3 You will not have access to your Member Content stored on the Mipoza system during a suspension or following termination. 11.4 We backup the Mipoza systems on a periodic basis so that we are able to more quickly restore the systems in the event of a failure. These backups are made on a snap-shot basis and, therefore, capture only the information that exists on the system at the time of the backup. In addition, we may destroy all but the most recent backup. These backups will not be available to you outside of the Mipoza systems. 11.5 Although the Mipoza Service may be used as a backup service, you agree that you will maintain at least one additional current copy of your Member Content and data stored on the Mipoza system somewhere other than on the Mipoza system. 11.6 You understand that by using the Mipoza Services you may be exposed to Content that is offensive, indecent or objectionable. You understand that we are not obligated to pre-screen, regularly review, monitor, delete or otherwise change the Content associated with the Mipoza Services. We do, however, reserve the right to do so at any time in our sole discretion, for any reason or no reason, and to delete any Content with or without notice. Under no circumstances will we be liable in any way for any Content, including, but not limited to, any errors or omissions in any Content, or any loss or damage of any kind incurred as a result of the use of any Content posted, emailed, transmitted or otherwise made available through the Mipoza Services. 11.7 In connection with Member Content, you represent and warrant that you own or have the necessary licenses, rights, consents, and permissions to use and authorize Mipoza to use all trademark, copyright or other proprietary rights in and to any and all Member Content to enable inclusion and use of the Member Content in the manner intended by the Mipoza Services and the Terms of Use; you agree that you will not submit Member Content that violates these Terms of Use. 11.8 Content can be removed at any time at Mipoza’s sole discretion for any reason whatsoever. Mipoza does not endorse or otherwise validate any Member Content or opinions, recommendations, or advice of Mipoza Members. You agree that all Member Content abides by the AUP. 11.9 We do not claim ownership of your Member Content. However, you do grant Mipoza a world-wide, royalty free, non-exclusive license ("License") to use, distribute, reproduce, modify, adapt, publicly perform and publicly display Member Content in connection to or through Mipoza Services, including third party partners or advertisers and may be used in print, physical media, or electronic form for any commercial purpose. Included with the License granted to Mipoza, you authorize the use of Mipoza trademarks and related content to be display next to or to be overlayed over the Member Content. Contained within this license granted to Mipoza, you grant each Mipoza Member a non-exclusive, royalty free license to access, use, distribute, reproduce, modify, adapt, publicly perform and display Member Content, as long as it is for their personal use in connection with the Mipoza Services. The license you grant is valid for as long as the Member Content is made available by you in connection to or through the Mipoza Services, with exception to content that has been incorporated in print or physical media or through third party partners or advertisers. With regard to Member Content that has been incorporated in print or physical media or through third party partners or advertisers, the License granted will be valid for a period of one year after Notice is received by you that the License has been revoked. 11.10 You may access Member Content for your information and personal, non-commercial, use solely as intended through the provided functionality of the Mipoza Services. Member Content and Site Content are provided to you "AS IS" and "AS AVAILABLE" for your information and personal, non-commercial use only, to be used solely as intended through the provided functionality of the Mipoza Services and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of the respective owners, and it may not be used as prohibited under the Terms of Use. 12. UNAUTHORIZED ACCESS TO YOUR DATA OR USE OF THE SERVICES. Mipoza is not responsible to you for unauthorized access to your data or the unauthorized use of the Services. You are responsible for the use of the Services by any employee of yours, any person to whom you have given access to the Services, and any person who gains access to your data or the Services as a result of your failure to use reasonable security precautions, even if such use was not authorized by you. 13. DISCLAIMERS. We do not promise that the Services will be uninterrupted, error-free, or completely secure. You acknowledge that there are risks inherent in Internet connectivity that could result in the loss of your privacy, Confidential Information, and property. Mipoza has no obligation to provide security other than as stated in this Agreement. You understand and agree that the Mipoza Services are provided "AS-IS" or "AS AVAILABLE," and that we assume no responsibility for your ability to (or any costs or fees associated with your ability to) obtain access to the Mipoza Services, nor do we assume any liability for the failure to store or maintain any user communications or personal settings. We disclaim any and all warranties not expressly stated in the Agreement, including the implied warranties of merchantability, fitness for a particular purpose, and noninfringement. You are solely responsible for the suitability of the service chosen. The Services are provided AS IS. Any voluntary services we may perform for you at your request and without any additional charge are provided AS IS. We disclaim all liability for any loss or damage arising out of your communications or dealings with any of the Mipoza members, individuals, customers, businesses, advertisers, or other users of the Mipoza Services. Any communications or dealings with such Mipoza members, individuals, customers, businesses, advertisers, and other users are solely between you and them, although we reserve the right to monitor disputes between you and them. If you promote a contest, sweepstakes or giveaway on Mipoza without our express, advanced written approval, you do so at your risk and you assume all risk and liability. The Mipoza Services may provide links to other websites or resources. Because we have no control over such websites and resources, you acknowledge and agree that Mipoza is not responsible for the availability of such external websites and resources, and does not endorse and is not responsible or liable for any content, advertising, products or other materials on or available from such websites or resources. You further acknowledge and agree that we will not be liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use or reliance on any such content, goods or services available on or through any such website or resource. 14. EXPORT MATTERS. You may not use the Services in a country listed in Country Groups D: 4 and D: 3, as set forth in Supplement No. 1 to the Part 740 of the United States Export Administration Regulations, nor may you provide administrative access to the Service to any person (including any natural person or government or private entity) that is located in or is a national of Cuba, Iran, Libya, Sudan, North Korea or Syria or any country that is embargoed or highly restricted under United States export regulations. 15. CONFIDENTIAL INFORMATION. You agree not to use or disclose Confidential Information except in connection with the use of the Services, as applicable, the exercise of our mutual respective legal rights under the Agreement, or as may be required by law. You agree not to disclose Confidential Information to any third person except as follows: (i) to your respective agents, and representatives, provided that such agents, or representatives agree to confidentiality measures that are at least as stringent as those stated in these General Terms and Conditions. (ii) to law enforcement or government agency if required by a subpoena or other compulsory legal process; or (iii) in response to a subpoena or other compulsory legal process, provided that you agree to give the other written notice of at least seven days prior to disclosing Confidential Information under this subsection (or prompt Notice in advance of disclosure, if seven days advance notice is not reasonably feasible), unless the law forbids such notice. 16. LIMITATION ON DAMAGES. Our obligations to you are defined by this Agreement. We are not liable to you for failing to provide the Services. If you have already paid for Services described in your Order, those payments are your sole and exclusive remedy for unavailability of the Services. Neither of us (nor any of our employees, agents, affiliates or suppliers) is liable to the other for any lost profits or any other indirect, special, incidental or consequential loss or damages of any kind, or for any loss that could have been avoided by the damaged party's use of reasonable diligence, even if the party responsible for the damages has been advised or should be aware of the possibility of such damages. In no event shall either of us be liable to the other for any punitive damages. No advice or information, whether oral or written, obtained by you from the Mipoza Services shall create any warranty not expressly stated in these Terms of Use. In no event shall Mipoza or any of its officers, directors, employees, agents, suppliers, or affiliates, be liable to you or any third party for any indirect, consequential, exemplary, incidental, special or punitive damages, including lost profit damages, loss of or damage to reputation or loss of information, arising from your use of the Mipoza Services even if we have been advised of the possibility of such damages. Notwithstanding anything in the Agreement to the contrary, except for liability based on willful misconduct, the maximum aggregate monetary liability of Mipoza and any of its officers, directors, employees, agents, suppliers, or affiliates in connection with the Services, License, Member Content, Referral Program, the Agreement, and any act or omission related to the Services or Agreement, under any theory of law (including breach of contract, tort, strict liability, violation of law, and infringement) shall not exceed the greater of (i) the amount of fees you paid for the Services for the three months prior to the occurrence of the event giving rise to the claim, or (ii) One Hundred Dollars ($100.00). Some jurisdictions do not allow the disclaimer, exclusion or limitation of incidental or consequential damages, so the foregoing disclaimer, exclusion and limitation may not apply to you, and you may have other legal rights that vary according to jurisdiction. In no event will damages provided by law, if any, apply unless they are required to apply by law, notwithstanding their exclusion by contract. You and Mipoza agree that any cause of action arising out of or related to the Mipoza Services, License, Referral Program, or Member Content must commence within one (12) months after the cause of action accrues, otherwise, such cause of action is permanently barred. 17. INDEMNIFICATION. If we, our affiliates, or any of our or their respective directors, officers, employees, agents, affiliates, vendors, suppliers or other partners or Mipoza Moderators (the "Mipoza Indemnitees") are faced with any legal claim or any demand by a third party arising out of your (i) actual or alleged gross negligence, (ii) willful misconduct, (iii) violation of law, (iv) failure to meet the security obligations required by the Agreement, (v) violation of the AUP, (vi) Member Content, (vii) violation of any third party right, including without limitation any copyright, property, or privacy right, or (viii) violation of Section 14 (Export Matters) of these Terms and Conditions, then you agree to defend, indemnify and hold Mipoza Indemnitees harmless from that claim or demand and you will pay the cost of defending the claim (including reasonable attorney fees) and any damages award, fine, or other amount that is imposed on the Mipoza Indemnitees as a result of the claim. Your obligations under this subsection include claims arising out of the acts or omissions of your employees, any other person to whom you have given access to the Services, and any person who gains access to the Services as a result of your failure to use reasonable security precautions, even if the acts or omissions of such persons were not authorized by you. We will choose legal counsel to defend the claim, provided that these decisions must be reasonable and must be promptly communicated to you. You must comply with our reasonable requests for assistance and cooperation in the defense of the claim. We may not settle the claim without your consent, although such consent may not be unreasonably withheld. You must pay expenses due under this Section as we incur them. 18. WHO MAY USE THE SERVICE. You may not resell the Services, and you are responsible for use of the Services by any third party to the same extent as if you were using the Services yourself. Unless otherwise agreed, Mipoza will provide support only to you, not to any other person you authorize to use the Services. There are no third party beneficiaries to the Agreement, meaning that third parties do not have any rights against either of us under the Agreement. You must be of legal age under United States law to consent to and agree to this Agreement. If not of legal age, a legal representative of legal age, must agree to this Agreement and they will be determined the owner of the account. We hereby notify you that parental control protections (such as computer hardware, software, or filtering services) are commercially available that may assist you in limiting access to material that is harmful to minors. Information identifying current providers of such protections is available at ParentalSoftware.org's website, http://www.parentalsoftware.org. 19. CHANGES TO THE ACCEPTABLE USE POLICY. We may change our Acceptable Use Policy, provided that any changes are reasonable and consistent with applicable law and industry norms. Any such changes made during the term of your Agreement will become effective to your account upon the first to occur of: (i) renewal, (ii) your execution of a new/additional Order for your account that incorporates the revised AUP or General Terms, or (iii) thirty (30) days following our notice to you describing the change. If the change materially and adversely affects you, you may terminate the Agreement by giving Mipoza written notice of termination on such grounds no later than thirty (30) days following the date the change became effective for your account, and we will not enforce the change with respect to that account for thirty (30) days following the date of your notice. If you terminate your Service because the change adversely affects you, we may decide not to enforce that change with respect to your account and keep your Agreement in place for the remainder of the term. 20. NOTICES. Your routine communications regarding the Services should be sent to your Mipoza account team using your Member Application control panel. If you want to give Mipoza a notice regarding termination of the Agreement for breach, indemnification, or other non-routine legal matter, you should send it by electronic mail and first-class United States mail to: legalnotice@mipoza.com
General Counsel
Mipoza, LLC
16541 Redmond Way, 130-C
Redmond, WA 98052-4482 Mipoza's routine communications regarding the Services and legal notices will be sent to the individual(s) you designate as your contact(s) on your account either by electronic mail, United States mail, or overnight courier, determined solely by Mipoza. Mipoza may give Notice of an amendment to the Agreement, Terms Of Use or AUP by posting the notice within the Member Application or Site. Notices are deemed received as of the time delivered, or if that time does not fall within a Business Day, as defined below, as of the beginning of the first Business Day following the time delivered, except that notices of AUP amendments are deemed delivered as of the first time that you log on to your Member Application after the time that the Notice is posted. For purposes of counting days for Notice periods, the Business Day on which the Notice is deemed received counts as the first day. Notices must be given in the English language. Any attempt on our part to deliver Notice to you, will be deemed delivered whether receipt is confirmed by you or not. 21. NO HIGH RISK USE. You may not use the Services in any situation where failure or fault of the Services could lead to death or serious bodily injury of any person, or to physical or environmental damage. For example, you may not use, or permit any other person to use, the Services in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, or Class III medical devices under the Federal Food, Drug and Cosmetic Act. 22. OWNERSHIP OF INTELLECTUAL PROPERTY Each of us retains all right, title and interest in and to our respective trade secrets, inventions, copyrights, and other intellectual property. Any intellectual property developed by Mipoza prior to, during, or after the performance of the Services shall belong solely to Mipoza. Any verbal, written, or other means of feedback, including suggested improvements or enhancements, new functionality requests, or other feedback provided by you, your affiliates, employees, representatives, or agents, will be owned solely by Mipoza. You indemnify and hold Mipoza Indemnitees harmless, governed by Section 17 (Indemnification), for any feedback provided by you, your affiliates, employees, representatives, or agents, whereby it is not their right to provide such feedback or such feedback contains proprietary information. Mipoza is under no obligation to provide compensation to you in any way for any feedback provided by you, your affiliates, employees, representatives, or agents. Do not provide feedback that contains any confidential information that you wish to remain confidential. Any Confidential Information gained by your use of the Services will be exclusively owned by Mipoza. You agree that we may use your feedback for any purpose, including product development purposes, or to use publicly for press materials and marketing collateral. Any intellectual property inherent in your feedback or arising from your use of the service shall be owned exclusively by Mipoza. In the event that you provide Confidential Information within any communication, including feedback forms, electronic communication, or verbal conversations, you grant Mipoza an exclusive royalty free worldwide license to use such Confidential Information for any purpose including any legal commercial purpose. Mipoza is a registered trademark and logo of Mipoza, LLC. You agree that all Mipoza’s trademarks, including Mipoza trade names, service marks, logos and service names are trademarks and the property of Mipoza, LLC. Without prior written permission from us, you agree not to use or otherwise display in any manner any Mipoza mark. All trademarks included in the Mipoza Services that not owned by us are the property of their respective owners. Nothing contained on this Agreement may be construed as granting, by implication, estoppel, or otherwise, any right or license to use any trademark. 23. ASSIGNMENT/SUBCONTRACTORS You may not assign the Agreement without Mipoza’s prior written consent. We may assign the Agreement in whole or in part as part of a corporate reorganization or a sale of our business, and we may transfer your Confidential Information as part of any such transaction. Mipoza may use third party service providers to perform all or any part of the Services, but Mipoza remains responsible to you under this Agreement for work performed by its third party service providers to the same extent as if Mipoza performed the Services itself. 24. FORCE MAJEURE Neither of us will be in violation of the Agreement if the failure to perform the obligation is due to an event beyond our control, such as significant failure of a part of the power grid, significant failure of the Internet, natural disaster, war, riot, insurrection, epidemic, strikes or other organized labor action, terrorism, or other events of a magnitude or type for which precautions are not generally taken in the industry. 25. GOVERNING LAW, LAWSUITS The Agreement is governed by the laws of the State of Washington, exclusive of any Washington choice of law principle that would require the application of the law of a different jurisdiction, and the laws of the United States of America, as applicable. The Agreement shall not be governed by the United Nations Convention on the International Sale of Goods. Exclusive venue for all disputes arising out of the Agreement shall be in the state or federal courts in King County, Washington, and we each agree not to bring an action in any other venue. You waive all objections to this venue and agree not to dispute personal jurisdiction or venue in these courts. You agree that you will not bring or participate in any class action lawsuit against Mipoza or any of its employees or affiliates. Each of us agrees that we will not bring a claim under the Agreement more than two years after the time that the claim accrued. 26. SOME AGREEMENT MECHANICS These Terms of Service may have been incorporated in your Order by reference to page on the Mipoza website. Although we may from time to time revise the Terms of Service posted on that page, those revisions will not be effective as to an Order that we accepted prior to the date we posted the revision, and your Order will continue to be governed by the Terms of Service posted on the effective date of the Order. However, any amended Terms of Service will become effective on the first day of the renewal period that follows the date that the new Terms of Service were posted by at least thirty days. In addition, if over time you sign multiple Orders for a single account, then the Terms of Service incorporated in the latest Order posted on the effective date of the latest Order will govern the entire account. Mipoza may accept or reject any Order you submit in its sole discretion. Mipoza's provisioning of the Services described in an Order shall be Mipoza's acceptance of the Order. An Order may be amended by a formal written agreement signed by both parties, or by an exchange of correspondence, including electronic mail, which includes the express consent of an authorized individual for each of us. Any such correspondence that adds or modifies Services in connection with an account established by an Order shall be deemed to be an amendment to that Order, notwithstanding the fact that the correspondence does not expressly refer to the Order. Other than as stated herein, the Agreement may be modified only by a formal document signed by both parties. If there is a conflict between the terms of any of the documents that comprise the Agreement, the documents will govern in the following order: Order, Terms of Service, and the Acceptable Use Policy. If any part of the Agreement is found unenforceable by a court or other tribunal, the rest of the Agreement will nonetheless continue in effect, and we agree that the tribunal may reform the unenforceable part if it is possible to do so consistent with the material economic incentives of the parties resulting in this Agreement. Each of us may enforce each of our respective rights under the Agreement even if we have waived the right or failed to enforce the same or other rights in the past. Our relationship is that of independent contractors and not business partners. Neither of us is the agent for the other, and neither of us has the right to bind the other on any agreement with a third party. The captions in the Agreement are for convenience only and are not part of the Agreement. The use of the word "including" in the Agreement shall be read to mean "including without limitation." Sections 1, 6, 9, 15, 16, 17, 20, 22, 25, 26, 29, 30 and all other provisions that by their nature are intended to survive expiration or termination of the Agreement shall survive expiration or termination of the Agreement. If you are dissatisfied with the Mipoza Services or Services in the Order, your sole and exclusive remedy is to discontinue using the Mipoza Services or Services in the Order. We currently do not offer refunds or credits, but reserve the right to provide such credits or refunds on a per incidence basis at our sole discretion. Our action of providing a credit or refund to another member or user does not mean that a credit or refund will be provided to you, even if such circumstances are identical or similar in nature. The Agreement is accepted by you by agreeing to this Agreement during the initial Order and / or utilizing the Services. This Agreement may be electronically signed using industry standard methods, including Facsimile signatures, signatures on an electronic image (such as .pdf or .jpg format), and other electronic signatures and shall be deemed to be original signatures. 27. REFERRAL PROGRAM. 27.1 You are not obligated to participate in the Mipoza referral program (“Referral Program”). If you choose to participate in the Referral Program, then you agree to the terms contained within this section and agree to uphold the utmost integrity when referring to Mipoza and its Services. You agree that by referring non Mipoza members to the Site, in any form, including verbal, text, or hyperlinks, that you are participating in the Referral Program, and will be referred to herein as (“Referral Member”). You also acknowledge that there is no additional sign up form to participate in the Referral Program, but in order to receive remittance for referral commissions all information requested of you by Mipoza must be provided in a timely manner. You agree if you do not provide such information within six months from the referral commissions being earned, that the referral commissions owed to you will be forfeited and Mipoza will have no further obligation to you in regards to those commissions. 27.2 A Referral Member can place hyperlinks to specific pages described in the referral section of the Member Application using the link buttons or text URLs provided by Mipoza. If a visitor to the Referral Member’s site clicks on that link, Mipoza will track that customer. If they sign up for membership within Mipoza and are a new customer, the Referral Member will receive a commission in U.S. dollars. The percentage commission paid to the Referral Member is based on the net Mipoza membership fees effectively received by Mipoza from the new member related to its first Order from Mipoza (“Money Base”). Subject to the terms contained herein, the extent of the percentage commission (“Commission”) to be paid to the Referral Member will be set at 15 percent of the Money Base. A second commission will not be paid on upgrade of an account or renewal of contract. In addition, the Referral Member acknowledges and agrees that the Commission is the sole and exclusive form of compensation it may receive for the activities described herein. 27.3 In no event will Mipoza be liable for more than one single Commission for each. Should more than one organization and/or individual claim any right to a commission, a single commission will be apportioned among the claimants in U.S. Dollars as determined at the sole discretion and best judgment of Mipoza and will be considered final. 27.4 Referral Member agrees not to use e-mail addresses of Mipoza to send unsolicited e-mails. Referral Member agrees not to use unsolicited e-mail, Usenet, message board postings, or similar methods of mass messaging (Spam) to gather referral or affiliate sales commissions. The use of Spam to promote the Mipoza Services has strict negative consequences. We reserve the right to immediately and permanently terminate the account of any Referral Member who has sent unsolicited e-mail targeting potential Mipoza members or to gain referrals or for any other purpose. In addition, you may be subject to state and federal penalties and other legal consequences under applicable law if you send unsolicited e-mail. 27.5 Independent Contractor. In this Agreement, you are considered an independent contractor. Therefore, nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. You will have no authority to make or accept any offers or make representations on behalf of Mipoza. 27.6 Mipoza reserves the right to terminate your participation in the Referral Program while not terminating your entire member account by providing a 30 day Notice. If your member account has been terminated, according to section 9 or section 10, your participation in the Referral Program will automatically be terminated according to the terms of this section. Immediately upon termination, you will no longer receive and Mipoza is not obligated to provide further remittance of commissions to you, whether or not said commissions have already been earned. 27.7 You agree that any portion of the Money Base that has been remitted to you and is uncollected, charged back, or otherwise credited or refunded (“Uncollected Commissions”), will be automatically deducted from future remittances and that Mipoza may charge your credit card on file for such Uncollected Commissions. Mipoza will provide Notice to you of any Uncollected Commissions. Mipoza may hold referral commissions for a reasonable period of time as necessary to ensure that the commissions are not subject to any charge back or refunds. Generally, this means that the commissions from the initial charge of a credit card will be held for at least 60 days, and subsequent charges will be held for 30 days. If total collected proceeds are less than $50.00, Mipoza may hold the proceeds for inclusion with the following month's remittance to you. You must repay any referral proceeds that Mipoza remits to you that are subsequently considered Uncollected Commissions, regardless of the reason for the determination that said funds are Uncollected Commissions. Mipoza’s determination of any funds being Uncollected Commissions is at Mipoza’s sole discretion and is considered final. Mipoza may, at its option, deduct from your monthly remittance or charge your credit card for any Uncollected Commissions. You are responsible for reporting and remitting all taxes to the appropriate taxing authorities. Mipoza will provide support to you and your end user on end user referral issues. Such support shall include answering referral questions, processing refunds and service credits, and updating credit card information. Your indemnification obligations stated in the Section 17 (Indemnification) include third party claims arising from Mipoza's Referral Program described in this section, except and to the extent that such claims arise from Mipoza's violation of the law. 28. MAIL SERVICES. 28.1 Access. You may access your Mail Services over the web via our Member Application, or via a Mipoza-provided API. Mipoza may modify its Member Application or APIs at any time, or may transition to new APIs. 28.2 Filtering. Mipoza may provide mail filtering services designed to filter spam, and phishing scams. Mipoza Mail that is quarantined by the filtering system is excluded from any service level guaranty that may apply. Mipoza will use commercially reasonable efforts to deliver your Mipoza Mail messages. Filtering services may from time to time prevent successful delivery of your messages. You acknowledge that the technological limitations of the filtering service will likely result in the capture of some legitimate Mipoza Mail and the failure to capture some unwanted Mipoza Mail, including Mipoza Mail infected with viruses. You hereby release Mipoza and its employees, agents, affiliates, and third party suppliers from any liability for damages arising from the failure of Mipoza's filtering services to capture unwanted Mipoza Mail or from the capture of legitimate Mipoza Mail, or from a failure of your Mipoza Mail to reach its intended recipient as a result of a filtering service used by the recipient or the recipient's email service provider. 28.3 Mail Content Privacy. Your Mipoza Mail messages and other items sent or received via the mail service will include: (i) the content of the communication ("mail content"), and (ii) certain information that is created by the systems and networks that are used to create and transmit the message (the "message routing data"). The mail content includes things like the text of email messages and attached media files, and is generally the information that could be communicated using some media other than email (like a letter, telephone call, CD, DVD, etc.) The message routing data includes information such as server hostnames, IP addresses, timestamps, mail queue file identifiers, and spam filtering information, and is generally information that would not exist but for the fact that the communication was made via Mipoza Mail or email. The mail content of your items is your Confidential Information and is subject to the restrictions on use and disclosure described in these Terms of Service. However, you agree that we may view and use the message data for our general business purposes, including maintaining and improving security, improving our services, and developing products. In addition, you agree that we may disclose message data to third parties in aggregate statistical form, provided that we do not include any information that could be used to identify you. 29. BETA SERVICES. If you elect to participate in any beta test of a Mipoza Service (a "Beta Service"), then your use of the Beta Service is subject to the following terms: i.You acknowledge that the Beta Service is a pre-release version and may not work properly. ii.You acknowledge that your use of the Beta Service may expose you to unusual risks of operational failures. iii.We may terminate the Beta Service at any time, in our sole discretion. iv.The commercially released version of the Beta Service may change substantially from the pre-release version, and programs that use or run with the pre-release version may not work with the commercial release or subsequent releases. v.You are not entitled to any service level credits under any service level guaranties for downtime or other problems that may result from your testing. vi.You agree to provide prompt feedback regarding your experience with the Beta Service in a form reasonably requested by us, including information necessary to enable Mipoza to duplicate errors or problems you experience. You agree that we may use your feedback for any purpose, including product development purposes. At our request you will provide Mipoza with comments that we may use publicly for press materials and marketing collateral. Any intellectual property inherent in your feedback or arising from your testing of the service shall be owned exclusively by Mipoza. vii.You agree that all information regarding your beta test, including your experience with and opinions regarding the Beta Service, is "Confidential Information" of Mipoza, as defined in these Terms of Service, and may not be disclosed to a third party or used for any purpose other than providing feedback to Mipoza. viii.The Beta Service is provided "AS IS" with no warranty whatsoever. ix.To the extent permitted by applicable law, Mipoza disclaims any and all warranties with respect to the Beta Service including the implied warranties of merchantability, fitness for a particular purpose, and non-infringement. x.The maximum aggregate liability of Mipoza and any of its employees, agents, affiliates, or suppliers, under any theory of law (including breach of contract, tort, strict liability, and infringement) for harm to you arising from your use of the Beta Service shall be a payment of money not to exceed One Hundred Dollars ($100.00). 30. USAGE DATA. We collect and store information related to your use of the Services, including SMTP, POP3, IMAP, IP Addresses and filtering choices, comments, and general usage. You agree that we may use this information for our general business purposes and may disclose the information to third parties in aggregate statistical form, provided that we do not include any information that could be used to identify you as an individual. 31. OFFICIAL CONTEST RULES (Contest). A purchase does not improve your chance of winning. Void where prohibited, taxed or otherwise restricted by law. Subject to all federal, state and local laws. Contestants may enter as many times per contest, but cannot submit the same winning entry in subsequent contests, and for an entry to count the contestant must have a completed Mipoza profile and be in good standing. All entries must be submitted directly through this Site. Mipoza reserves the right to disqualify entries at its sole discretion. Contests should not contain “inappropriate” content as described in the Terms Of Use, AUP and FAQ. A new contest period begins with the publication of a new contest within the Site and ends with the notification within the Site. All terms including the length and timing of the contest may change with notice provided on the Site. Participation in this Contest constitutes entrant's full and unconditional acceptance of the Official Contest Rules published on the Site. This Contest is open to all legal residents of the United States and District of Columbia, and U.S. Military personnel (and their families) with APO/FPO addresses, who are eighteen (18) years of age or older. Participation in this Contest constitutes entrant's full and unconditional acceptance of these Official Contest Rules. 31.1 All Internet access and usage charges are the responsibility of the entrant. If for any reason the Internet portion of the Sweepstakes is not capable of running as planned, including infection by computer virus, bugs, tampering, unauthorized intervention, fraud, technical failures, or any other causes which corrupt or affect the administration, fairness, integrity or proper conduct of the Sweepstakes, Sponsor reserves the right at its sole discretion, to terminate, modify or suspend the Sweepstakes. All entries received on-line before the on-line portion becomes inoperable, will be included in the random drawing. Sponsor assumes no responsibility for any error, omission, interruption, deletion, defect, delay in operation or transmission, communications line failure, theft or destruction or unauthorized access to, or alteration of, entries. Sponsor is not responsible for any problems or technical malfunctions of any telephone network or lines, computer on-line systems, servers or providers, computer equipment, software, failure of any e-mail or entry to be received by Sponsor on account of technical problems or traffic congestion on the Internet or at any web-site, or any combination thereof, including any injury or damage to entrant's or any other person's computer related to or resulting from participation or downloading any materials in this Sweepstakes. In the event of a dispute, eligible electronic entries will be considered made by authorized account owner of the email address submitted at the time of entry. Entries generated by robots or scripts are considered to be a direct violation of sweepstakes policy and will result in immediate disqualification of any and all associated entries. Sponsor is not responsible for printing errors in these Official Rules. 31.2 Prizes. Prizes are specified on the Site and may change with each contest. All warranties for prizes are hereby disclaimed, and the winner will accept the prize “as is”. Prizes cannot be assigned, transferred, or exchanged. Non cash prizes may not be redeemed for cash. 31.3 During the contest period, eligible entries received online at this Site will be combined to create the entry pool from which each prize Winner will be selected on or around the end of the contest period by a combination of voting, comments, and feedback conducted and provided by the Mipoza user community within this Site. Mipoza determines the winner of the contest and all final decisions regarding all aspects of the Contest, including the winner, shall be final and binding. The odds of winning one the prizes will be determined by the number of entries received, comments received, and votes received. To obtain a Winner's List, send a self-addressed, stamped business size (#10) envelope to: Mipoza Contest
Mipoza, LLC
16541 Redmond Way, 130-C
Redmond, WA 98052-4482 31.4 Prizes will be mailed within forty-five (45) days after winners are selected.If a winner declines to accept a prize, or in the event that a prize or prize notification is returned as undelivered, the winner will be disqualified and the Sponsor may elect, at its own discretion, to select an alternate winner. By participating, entrants release Sponsor, its parent, subsidiaries, affiliated businesses, its advertising and promotion agencies and the officers, directors, employees and agents of each from any and all liability, damages or causes of action (however named or described) for injuries, damages or losses to persons and property which may be sustained in connection with receipt, enjoyment, ownership or use of the prize, and winner grants permission to Sponsor to use winner's name, age, city, state, photograph or likeness for advertising and promotional purposes without additional compensation or approval (where lawful). 31.5 Disputes. Each entrant agrees that: (1) any and all disputes, claims, and causes of action arising out of or in connection with this Contest, or any prizes awarded, shall be resolved individually, without resort to any form of class action, and any judicial proceeding shall take place in a federal or state court within the State of Washington; (2) any and all claims, judgments, and awards shall be limited to actual out-of-pocket costs incurred, including costs associated with entering this Contest, but in no event attorneys' fees; and (3) under no circumstances will entrant be permitted to obtain awards for, and entrant hereby waives all rights to claim, punitive, incidental, and consequential damages, and any other damages, other than for actual out-of-pocket expenses, and any and all rights to have damages multiplied or otherwise increased. All issues and questions concerning the construction, validity, interpretation and enforceability of these Official Contest Rules, or the rights and obligations of entrant and Sponsor in connection with the Contest, shall be governed by, and construed in accordance with the laws of the State of Washington, without giving effect to any choice of law or conflict of law rules or provisions (whether of the State of Washington or any other jurisdiction), that would cause the application of the laws of any jurisdiction other than the State of Washington. 31.6 Sponsor. This Contest is sponsored by Mipoza, a company wholly owned and operated by Mipoza LLC. Sponsor reserves the right to cancel the Contest at any time and substitute another promotion in its place. Last Revision 2/01/2011