MIJEM INC. TERMS OF SERVICE
Last Updated: This Agreement was last revised on May 21, 2019.
Mijem Inc. (“Mijem”, “Us” or “We”) provides access to an online marketplace platform, which allows users to connect, interact, share and buy, sell, and trade a variety of items and access certain products and services (the “Business”). The services offered by Mijem include (a) those offered on any Mijem branded URL, including www.mijem.com (the “Websites”); (b) those designed to facilitate user connections; (c) the Mijem mobile service; and (d) any other services, features, content, or applications offered or operated from time to time by Mijem in connection with the Business (collectively, the “Services”).
PLEASE READ THESE TERMS OF SERVICE CAREFULLY BEFORE ACCESSING OR USING THE SERVICES.
Your access and use of the Services constitutes your agreement to be bound by this Agreement, which establishes a contractual relationship between you and Mijem. If you do not agree to the terms of this Agreement, you may not access or use the Services and, if applicable, you must terminate your Account.
For the purposes of this Agreement, references to “you” and “your” are to you and anyone who accesses or uses the Services.
- Scope of this Agreement.
This Agreement shall apply to any and all use of the Services by a User, regardless of the type of device used to access, use or view the Services. For the purposes of this Agreement, “User” shall mean (a) any individual who browses, views or otherwise uses the Services without registering an account; (b) any individual who has created and registered an account (a “Member”); (c) any Member who offers for sale any item or service using the Services (a “Seller”); or (d) any Member who purchases an item or services using the Services (a “Buyer”).
- Modifications to Agreement. We may update, amend, modify or change all or any of the terms and conditions of this Agreement at any time without incurring any liability or obligation whatsoever to you or any other person or entity. Any such changes will be effective upon the posting of such updated terms on any of our Websites. Your continued access to and/or use of the Services after such posting constitutes your full acceptance and agreement to be legally bound by this Agreement, as changed.
- Modifications to Services. We reserve the right to modify, suspend, and/or discontinue any part or all of the Services at any time without incurring any liability or obligation whatsoever to you or any other person or entity, even if such modifications make it more difficult or impossible for you or any other person to interact with the Services or obtain any Service you have ordered, acquired, or paid for.
- Privacy and Protection of Personal Information.
- User Accounts.
- Account Set-Up. In order to access or utilize certain aspects of the Services, you may be required to establish and maintain an Account. Your Account may be accessed only by use of your login name and password. You are solely responsible and liable for any use or misuse of your Account, login name and password, and for all activities that occur under them. For security reasons, you should keep your login name and password confidential, and not disclose them to any person, or permit any other person to use them. We recommend that you choose a password that is unique to you and not easily guessed by others. You should change your password on a regular basis, and you should log out at the end of each session. All Accounts remain the property of Mijem, and may be cancelled or suspended at any time by Us without liability to you or any other person. We are not under any obligation to verify the actual identity or authority of the User of any login name or password.
- Notification to Mijem. You should immediately notify Us of any unauthorized use of your Account, login name or password, or if you know or suspect that your login name or password has been lost or stolen, has become known to any other person, or has been otherwise compromised. We are not responsible for your failure to do so, or for any delay in suspending your Account following your notice. You agree to fully cooperate with Us to remedy any issues related to the suspected or actual unauthorized use of your Account.
- Member Profiles. As a Member, you will be able to create an Account profile, which will appear and/or may be associated with certain Services (your “Profile”). All Profiles are public to all Users, however We may offer, from time to time, the ability to change your Profile settings, including how your Profile is shared. We shall not be responsible for any errors with respect to your Profile settings and reserve the right to change the way Profile settings and preferences operate. You shall not use your Profile for purpose of impersonation, deception or confusion. We may suspend or terminate any Profile, and/or the Account associated with such Profile at any time, in the event it does not comply with this Agreement or for any or no reason.
- Accurate Information. You certify that the information that you provide during the Account and Profile registration process will be complete and accurate, and you will not provide a false e-mail address, impersonate any person or entity, or otherwise mislead Us with respect to any information that you provide. You will promptly update any of the information that you have provided so that your Account remains complete and accurate at all times. You agree that if you provide information that is intentionally inaccurate, not current or incomplete in a material way, or We have reasonable grounds to believe that such information is untrue, inaccurate, not current, or incomplete in a material way, We will have the right to suspend or terminate your Account, Profile and use of the Services, or any portion thereof.
- You understand and agree that We may contact you if you “opt-in” to receive information from Us, even in the event your Account has been terminated, provided you have not expressly withdrawn your consent to receive such communication.
- Right to Use.
Provided you continue to comply with the terms and conditions of this Agreement, you are hereby granted a limited, non-exclusive, non-sublicensable, revocable, and non-transferable right and license to view, use and access the Services solely for your personal use. Your Account, the Websites and the Content are the property of Mijem and you acknowledge and agree that you have no ownership rights or other rights in your Account, the Services, or any Content, except as expressly provided in this Agreement.
- Proprietary Rights.
You acknowledge and agree that the Services contain proprietary information and services and confidential information that belongs to Mijem, its licensors or suppliers, other Users, and other third parties. You agree that such proprietary and confidential information is protected by laws, including laws relating to patents, copyrights, trademarks, trade secrets, other proprietary and intellectual property rights, unfair competition, and privacy rights and laws (collectively, “Proprietary Rights”). Mijem retains all rights, title, and interest in the Services and Mijem Content. This Agreement includes only narrow, limited grants of rights to the Mijem Content and to use and access the Services.
You agree to comply with all applicable laws, rules and regulations (including laws relating to copyright), as well as this Agreement, when using the Services. You acknowledge and agree that you shall not use the Services in any fashion except as expressly permitted by this Agreement. Without limiting the generality of the foregoing, you shall not, and shall not encourage or assist any person or entity, directly or indirectly, to: (a) sell, reproduce, modify or attempt to modify the Services or any Mijem Content in any way; (b) reverse engineer, disassemble or decompile any software used to provide or access the Services, or attempt to discover or recreate the source code used to provide or access the Services; (c) use any of the Services in any manner or for any purpose other than as expressly permitted by this Agreement; (d) sell, lend, rent, resell, lease, sublicense or otherwise transfer any of the rights granted to you with respect to the Services to any third party; (e) remove, obscure or alter any copyright, trademark or other proprietary notices from any portion of or pertaining to the Services; (f) access or use the Services in a way intended to improperly avoid incurring fees or exceeding usage limits or quotas; (g) use the Services to engage in any unlawful or fraudulent activity or perpetrate a hoax or engage in phishing schemes or forgery or other similar falsification or manipulation of data; (h) use the Services to post any inappropriate Content, such as Content: (i) containing unlawful, defamatory, threatening, pornographic, abusive, libelous or otherwise objectionable material of any kind or nature, (ii) containing any material that encourages conduct that could constitute a criminal offense, or (iii) that violates the intellectual property rights or rights to the publicity or privacy of others; (i) interfere with or disrupt servers or networks used by Mijem to provide the Services or used by other Users to access the Services, or violate any third party regulations, policies or procedures of such servers or networks or harass or interfere with another User’s full use and enjoyment of any of the Services; (j) cause, in Mijem’s sole discretion, inordinate burden on the Services or Mijem’s system resources or capacity; (k) modify, translate, or create derivative works based on any portion of the Services or any of the Mijem Content; (l) access or use the Services in order to build competitive product(s) or service(s) or copy any features or functions of the Services; (m) circumvent or modify, attempt to circumvent or modify, or encourage or assist any other party in circumventing or modifying any security technology or software that is part of the Services; (n) impersonate or attempt to impersonate Mijem or its employees, including the use of e-mail addresses associated with any of the foregoing; (o) use the Account, Profile, username, or password of another User of the Services at any time; or (p) violate any applicable laws.
You acknowledge and agree that We reserve the right to stop any conduct that restricts or inhibits other Users from fully utilizing and enjoying the Services and, further, We reserve the right to delete any and all Content that contravenes this Agreement or which may otherwise have a negative impact on the safe, respectful, legal, friendly and courteous operation of the Services. You are expressly prohibited from sublicensing your right to use the Services to any other person.
- Commercial Use.
The Services are for the personal use of Users and may only be used for direct commercial purposes, if they are specifically and expressly endorsed or authorized by Us. Notwithstanding the foregoing, Mijem permits Members to create a Profile and post Content that promotes the Member’s desire to sell items, provided and to the extent that such items do not compete with the Business or the Services, and any such use of the Services shall not be considered a “commercial use” in violation of this Agreement. We reserve the right to remove any commercial Content in our sole discretion. Without limiting the generality of the foregoing, the unauthorized collection of the usernames, user identification numbers or similar designations, and/or email addresses of Users by electronic or other means, or employing third party promotional sites or software to promote Profiles for money, is prohibited. Mijem, in its sole discretion, may remove commercial advertisements, endorsements, affiliate links, and other forms of unauthorized data collection or solicitation from Profiles and/or Accounts without notice or explanation and may terminate all or any of such Users privileges.
- User Content.
- In this Agreement, “Content” means, collectively, text, files, documents, reports, results, information, bulletins, images, logos, photos, video, works, works of authorship or similar materials; and “post” means to transmit, submit, display and/or publish.
- Posting Content. By posting any Content on, through or in connection with the Services, you hereby grant Us a non-exclusive, transferable, sublicensable, royalty-free, fully paid, perpetual, irrevocable, worldwide license to use, aggregate, reproduce, transmit, distribute, modify, adapt, delete from, add to, combine with other Content, create derivative works of, display, perform, and otherwise fully exploit such Content in connection with the Services and the Business, including without limitation for promoting and redistributing part or all of the Services (including any other features, Content, services or applications offered or operated from time to time by Us in connection with the Business) in any media formats and through any media channels (including third party websites, email, text message and feeds), and including after termination of your Account or this Agreement. You acknowledge and agree that this license extends to permit Us to allow other Users to share your Content, as Other User Content to the extent contemplated by Section 9(d). In addition, you hereby irrevocably waive all moral rights in any such Content. You also confirm to Us that: (a) you own the Content posted by you, or otherwise have the right to grant the license set forth in this Section 9(b); (b) the Contents do not contain confidential or proprietary information; (c) posting your Content does not violate the privacy rights, publicity rights, copyrights, contract rights or any other rights of any party; (d) Mijem is free to implement the Content, as provided by you or as modified by Us, without obtaining further permission from you or any third party, and without any additional consideration of any kind; and (e) no fees or payments of any kind shall be due by Us to any organization for the distribution of your Content as contemplated by this Agreement and you agree to pay for all royalties, fees, and any other monies owing to any party by reason of the use of any your Content. Upon request, you will provide Us with any documentation necessary to substantiate the rights to such Content and to verify your compliance with this Agreement.
- Posting via the Internet. You acknowledge that the Internet, and the technology of Mijem and other third parties used to enable it, is not a secure medium and privacy cannot be ensured. You are aware that the posting of Content may not be secure, and you will consider this before posting any Content.
- Content of Other Users. The Services contain Content posted by other Users (“Other User Content”). Except as otherwise provided within this Agreement, you may share Other User Content on other social network services and through other media, such as email and text message, to the extent permitted by the service’s sharing functionality and features. You may not otherwise share, copy, download, communicate, make available, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Other User Content appearing on, viewed or accessed through the Services.
- Mijem Content.
The Services contain Content owned by Mijem (the “Mijem Content”). The Mijem Content is protected by Proprietary Rights, and Mijem owns and retains all rights in and to the Mijem Content, including the Services. Mijem hereby grants you a limited, revocable, non-sublicensable license to reproduce and display the Mijem Content (excluding any software code) solely for your personal use, in connection with viewing the Websites and using the Services, and in connection with standard search engine activity or use of a standard Internet browser (e.g., for making cache copies). The foregoing limited license: (a) does not give you any ownership of, or any other intellectual property interest in, any of the Mijem Content; and (b) may be immediately suspended or terminated for any reason, in Mijem’s sole discretion, and without advance notice or liability. In some instances, Mijem may permit you to have greater access to and use of the Services, subject to certain Additional Terms. You are only granted a limited license, and there is not a sale with respect to the Mijem Content between you and Mijem.
- Third Party Licensed Content.
The Services may contain Content of third party licensors that are not Users (such licensors, “Third Party Licensors”, and such Content is referred to as “Third Party Content”). Third Party Content is protected by copyright, trademark, patent, trade secret and other laws, and each Third Party Licensor retains all rights, title and interest in its Third Party Content. Subject to any applicable Additional Terms, you are hereby granted a limited, revocable, non-sublicensable license to view, use, and/or access, the Third Party Content solely for your personal, internal use in connection with viewing and using the Services and in connection with standard search engine activity or use of a standard Internet browser (e.g., for making cache copies). Except for the foregoing limited license, and except as otherwise expressly provided in writing by Mijem, you are granted no right, title or interest in any Third Party Content. You are only granted a limited license, and there is not a sale with respect to the Third Party Content between you and Mijem. Except as otherwise provided within this Agreement, you may not copy, download, communicate, make available, modify, translate, publish, broadcast, transmit, distribute, perform, display, sell or otherwise use any Third Party Content.
- Responsibility for Content.
We are not obligated to review, pre-screen, monitor, delete, or edit Content, including private messages, public comments, public group chat messages, private group chat messages or private instant messages. However, We reserve the right to do so at any time in our sole discretion, for any reason or no reason, and to refuse, delete, re-format, move or edit any Content, in whole or in part, with or without notice or any liability to you or any third party. If at any time We choose, in our sole discretion, to monitor the Content and/or Services, We assume no responsibility for the conduct of the party submitting such Content. We are not responsible or liable for damages of any kind arising from any Content, even when We are advised of the possibility of such damages, or from our alteration or deletion of any Content. Mijem does not and will not guarantee the accuracy, completeness and quality of any Content appearing on, or otherwise made available by, the Services, including, but not limited to, any Mijem Content, Other User Content or Third Party Content. You acknowledge and agree that reliance on any Content accessible through the Services is solely at your own risk. MIJEM WILL NOT BE LIABLE TO YOU OR ANY OTHER PERSON FOR THE USE, MISUSE OR RELIANCE ON ANY CONTENT.
We will, from time to time, collect data about how you interact with and use the Services (“Activity Data”) to assist Us in optimizing and improving the Business and the Services. We will also, from time to time, create anonymous data and records derived from and generated by your Activity Data and certain demographic and other information when you register as an Member (collectively, the “Metadata”). By using the Services, you hereby grant Mijem a worldwide, fully paid, royalty-free, irrevocable perpetual, unrestricted, transferrable, sub-licensable, right and license to create and use the Metadata. In addition, you hereby irrevocably waive all moral rights in any such Metadata. Mijem exclusively owns all rights, title and interest, including intellectual property rights, in and to all Metadata and it is entitled to the unrestricted use and dissemination of all Metadata for any purpose (commercial or otherwise).
- Purchasing from Seller. In respect of any goods, products or services that you purchase from a Seller through the Services (your “Purchase”), you acknowledge and agree that: (i) the Seller, and not Mijem, is selling you your Purchase; (ii) any payment you make in connection with your Purchase is made to the Seller and not Mijem; and (iii) Mijem will have no liability whatsoever in respect of your Purchase.
- Payment for Your Purchase. We may offer you the ability to pay the purchase price for your Purchase and all applicable taxes, and shipping fees (collectively, the “Charges”) online with a credit card, debit card or such other payment method as you designate in your Account. All payments are facilitated through a third party payment processor. We will not collect, store or retain any payment information you provide for any purpose other than facilitation of these transactions and future communications with you in respect of your Purchase. You represent and warrant to Us that you are the authorized owner of any credit card, debit card or other payment method that you provide in respect of your Account, and you authorize and direct the third party payment processor(s) to charge all Charges applicable in respect of your Purchase to such credit card, debit card or other payment method. All payment information that you provide in connection with your Purchase or for use in connection with your Account must be accurate, complete, and current to ensure your transaction is properly completed. Your Purchase will only be complete once the third party processor has received full payment of the Charges. Charges are set by the Seller and will be disclosed to you prior to making your Purchase. Payment of Charges in this manner shall be considered the same as payment made directly by you, as Buyer, to the applicable Seller.
- Credits and Discounts for Your Purchase. Any referral credit(s), promotional credit(s), and discount code(s) (collectively, the “Credits”) available to you are not redeemable for cash. The Credits may be applied as a discount to any Purchase, which is priced and made in U.S. dollars, when you are using the third party payment processor facilitating payments for Mijem.
- Cancellations and Returns. Should you, as Buyer, decide to cancel your Purchase before the intended receive date, as agreed by both the Seller and you, you agree to have a cancellation fee deducted from any applicable refund amount (the “Cancellation Fee”). Such Cancellation Fee shall be determined by Mijem in its sole discretion and will be provided to you before you proceed with confirming the Purchase cancellation. Once you have confirmed cancellation, such Cancellation Fee shall be paid directly to Mijem by the third party payment processor prior to payment of your refund amount. If the intended receive date has passed, you cannot cancel your Purchase and you must arrange to return the Purchase to the Seller, with the Seller directly.
- Selling to a Buyer. In respect of any goods, products or services that you make available for sale or sell through the Service (your “Offering”), you acknowledge and agree that: (i) you, and not Mijem, are responsible for your Offering and for the fulfillment thereof; (ii) you will comply with all laws applicable to your Offering; (iii) you will be responsible for setting the purchase price for your Offering and be responsible all applicable taxes, and shipping fees (collectively, the “Seller Charges”); (iv) you will be responsible for remitting all applicable taxes to the applicable taxing authority; (v) Mijem will have no liability whatsoever in respect of your Offering; and (vi) you will indemnify and hold harmless Mijem for all costs, damages, and expenses incurred by Mijem arising out of or relating to your Offering.
- Receiving Payments. All payments due to you from Buyers making payment online through the Services will be facilitated by Mijem’s third party payment processor. Funds paid by Buyers in respect of your Seller Charges may be forwarded directly to you by the third party payment processor. You agree that receipt of your Seller Charges by the third party payment processor shall be deemed receipt of such proceeds by you, constitute payment to you, and satisfy the Buyer’s obligation to you. You will not receive interest or any other earnings on such funds. You will receive your Seller Charges within seven (7) days when Buyer has taken possession of your Offering.
- Service Fee to Mijem. In consideration of Mijem’s provision of the Services for your use and benefit hereunder, you, as Seller, agree to pay Mijem a service fee on a per sale transaction basis, as a percentage of the Seller Charge, such percentage as provided to Seller via email or otherwise made available electronically by Mijem from time to time (the “Service Fee”). If no Service Fee percentage has been communicated to you, it shall be deemed to be twenty-five percent (25%) of the Seller Charges. The Service Fee may be deducted by the payment processor from the Seller Charges and withheld as payment to Mijem, prior to you receiving the balance of your Seller Charges.
- Cancellations and Returns. Should you decide to cancel the Purchase before the intended receive date, as agreed by both you and the Buyer, you will not receive any Seller Charges and the Buyer will be refunded. If the intended receive date has passed, you will not have the option to cancel and in the case of a dispute between you and the Buyer, you must resolve the dispute with the Buyer directly.
- Repairs and/or Cleaning. You shall be solely responsible for any and all costs associated with repairs for all damage to, or necessary cleaning of, your vehicle or other property which results from or is connected with your use of the Services, or otherwise under your Account. Mijem shall not be liable for any such costs whatsoever.
- Promotional Codes.
We may, in our sole discretion, create promotional codes that may be redeemed for Account credit, or other features or benefits related to the Services, subject to any additional terms that Mijem establishes on a per promotional code basis (“Promo Codes”). You agree that Promo Codes: (a) must be used for the intended audience and purpose, and in a lawful manner, (b) may not be duplicated, sold or transferred in any manner, or made available to the general public (whether posted to a public form or otherwise), unless expressly permitted by Us; (c) may be disabled by Us at any time for any reason without liability to Mijem; (d) may only be used pursuant to the specific terms that We establish for such Promo Codes; (e) are not valid for cash; and (f) may expire prior to your use. Mijem reserves the right to withhold or deduct credits or other features or benefits obtained through the use of Promo Codes by you or any other User in the event that We determine or believe that the use or redemption of the Promo Code was in error, fraudulent, illegal, or in violation of the applicable Promo Code terms or this Agreement.
Any Promo Code or Credits validly used by a User, shall be deducted from Services Fee, and/or other applicable fees, to be received by Us in relation to an Offering and/or Purchase.
- Links and Dealing with Third Parties.
- The Services may contain links to, or at times redirect you to, other websites and online services owned or controlled by third parties, which are not associated or affiliated with Mijem. In addition, at your request, the Services may connect to social networking websites that are not owned, controlled, associated, or affiliated with Mijem. These links are provided solely as a convenience to you and the inclusion of any link does not imply endorsement, investigation or verification by Mijem of the linked website, online service or information contained in the linked website, or of their security or privacy practices. You acknowledge and agree that Mijem is not responsible or liable for the accuracy, collection or use or disclosure of information, copyright compliance, legality, decency, or any other aspect of such websites or online services or the content displayed on or through them. The inclusion of such a link does not imply endorsement, investigation or verification by Mijem of any such website or online service, the content displayed on or through it, their security or privacy practices, or any association with its operators. Linking to any other website is at your sole risk and Mijem will not be responsible or liable for any damages in connection with such linking.
- Third Parties. Mijem has no control over any third parties, including, but not limited to Users, or other resources available to you via the Services. Your interactions with any third parties, including other Users, via the Services are solely between you and such parties. Mijem does not endorse any Content, advertising, products, or other materials on or available from such resources. Mijem does not warrant any such third party or any of their products or services. Any exchange of data or other interaction between you and a third party, and any purchase or use by you of any product or service offered by such third party, is solely between you and such third party provider. You agree that Mijem will not be liable, directly or indirectly, for any loss or damage of any kind or nature arising out of or related to, or incurred in reliance upon, any such interactions, links, resources or Content.
- Interactions. You are entirely responsible for your interactions with individuals, organizations, and third parties, including other Users, through the Services. Such interactions are solely between you and such individuals, organizations, and third parties. You understand and agree that: (i) Mijem is not responsible or liable for any injury, loss, or damage you may incur as a result of any of your interactions; and (ii) Mijem will not become involved in the event of a dispute between you any and any other individual, organization, or third party.
- Access and Security.
- User Responsibilities. It is strongly recommended that you log out and close all windows or the mobile application when you conclude your sessions with the Services. You are responsible for: (i) certain aspects relating to the security of the Services, including your Account, user names, passwords and the facilities you utilize to interact with the Services; (ii) all of your activities that occur through or in connection with the Services; (iii) any act or omission by you relating to access to and use of the Services; and (iv) implementing security and other policies and procedures necessary to limit access to the Services, including the maintenance of the confidentiality of all usernames and passwords associated with your Account. You agree to immediately notify Mijem of any attempted or actual unauthorized access or use of the Services and/or any other breaches of security. You acknowledge and agree that Mijem will not be liable, directly or indirectly, for any acts or omissions by you.
- Transmissions and Processing of Services. You understand that the technical processing and transmission of your electronic communications is fundamentally necessary to your use of the Services. You expressly consent to Mijem’s interception and storage of your electronic communications and/or your data. You understand that your electronic communications will involve transmission over the Internet, and over various networks, only part of which may be owned, controlled and/or operated by Mijem. You understand that changes to your electronic communications may occur in order to conform and adapt data to the technical requirements of connecting networks and devices. You understand that electronic communications may be accessed by unauthorized parties when communicated across the Internet, network communications facilities, telephone, or other electronic means. You agree that Mijem is not responsible for any electronic communication and/or your data which are lost, altered, intercepted or stored without authorization during the transmission of any data whatsoever across networks not owned, controlled and/or operated by Mijem.
- Termination of Your Account.
- Termination by User. You may cancel your Account at any time, provided there are no pending Purchase(s) associated with your Account, by using the Account closure process provided at https://discover.mijem.com/accounttermination or by providing written notice to Mijem at email@example.com. Provided there are no pending Purchase(s) associated with your Account, you may suspend your Account via the mobile application by accessing the application’s Profile and Account Settings. In the case of present pending Purchase(s) associated with your Account, you must wait until all pending Purchase(s) are complete or cancel all pending Purchase(s) in order to cancel your Account.
- Termination by Mijem. Mijem, in its sole discretion and without liability, reserves the right to cancel, terminate, restrict or suspend your Account, Profile and/or use of the Services, in whole or in part, including the right to force forfeiture of any username, at any time, with or without cause, and with or without notice to you, for:
- violation, or reasonable belief you will be in violation, of the terms of this Agreement;
- requests by law enforcement, government agencies or court order;
- security, technical issues or problems;
- non-payment of any fees owed by you to Mijem; or
- extended periods of inactivity.
Mijem may cancel your Account at any time by providing notice of such termination, in accordance with the terms of this Agreement.
- c. Effects of Termination. You understand and agree that Mijem will not be liable to you or any other person for any cancellation, suspension, restriction or termination of your right to use the Services. Upon termination, cancellation, suspension, or restriction, Mijem may remove or delete any Content associated with you and Mijem will have no further obligation to grant you access to or use of the Services.
To the maximum extent permitted by applicable law, you agree to indemnify, defend (at Mijem’s election) and hold Mijem, its subsidiaries, and affiliates, subcontractors and other partners, and its and their respective officers, agents, partners and employees, harmless from any loss, liability, claim, or demand, including, but not limited to, reasonable legal fees and costs, alleged by any third party due to or arising out of or in connection with: (a) your use of the Services and your activities in connection with the Services; (b) your violation or anticipatory violation of any applicable laws in connection with your use of the Services or your activities in connection with the Services; (c) a breach or anticipatory breach of this Agreement; (d) any Content you post on, through or in connection with the Services, including your Offering; (e) information or material transmitted through your devices used to access the Services, even if not submitted by you, that infringes, violates, or misappropriates any copyright, trademark, trade secret, trade dress, patent, publicity, privacy, or other right of any person or entity; (f) any misrepresentation made by you; and (g) Mijem’s permitted use of your Content and your personal information submitted by you, (all of the foregoing, “Claims and Losses”). You will cooperate fully as required by Mijem in the defense of any Claim and Losses. Notwithstanding the foregoing, Mijem retains the exclusive right to settle, compromise, and pay any and all Claims and Losses. Mijem reserves the right to assume the exclusive defense and control of any Claims and Losses. You will not settle any Claims and Losses without, in each instance, the prior written consent of an officer of Mijem.
- Representations and Warranties.
You represent, warrant and covenant that: (a) all of the information you provide to Mijem is correct; (b) you have all necessary right, power, and authority to enter into this Agreement and to perform the acts required of you under this Agreement; (c) you will not disrupt the normal flow of any access to, or use of, the Services; (d) you will use the Services in compliance with all applicable laws; and (e) you will not use any of the Services in a manner not permitted under this Agreement or in a manner that interferes with any websites or network resources operated by Mijem or any third party.
- Disclaimer of Warranties.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN “AS IS” AND “AS AVAILABLE” BASIS. MIJEM EXPRESSLY DISCLAIMS ALL WARRANTIES AND CONDITIONS OF ANY KIND RELATING TO THE SERVICES OR TO ANY CONTENT, INFORMATION, PRODUCTS, OR SERVICES AVAILABLE THROUGH THE SERVICES, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT. IN ADDITION, MIJEM MAKES NO REPRESENTATION, WARRANTY OR GUARANTEE REAGRDING THE RELIABILITY, TIMELINESS, ACCURACY, USEFULNESS, SECURE NATURE, OR AVAILABILITY OF THE SERVICES OR GOODS REQUESTED THROUGH THE USE OF THE SERVICES, OR THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR MEET YOUR REQUIREMENTS. MIJEM DOES NOT GUARANTEE THE QUALITY, SUITABILITY, SAFETY OR ABILITY OF ANY USER OR OTHER THIRD PARTY. ANY INFORMATION, SERVICES, PRODUCTS OR OTHER ITEMS OBTAINED OR PURCHASED VIA THE SERVICES ARE PROVIDED TO YOU SOLELY AT YOUR OWN RISK AND YOU WILL BE SOLELY RESPONSIBLE FOR ANY HARM TO YOU OR TO OTHERS, DAMAGE TO YOUR COMPUTER, SYSTEMS, OR OTHERWISE, OR ANY LOSS OF DATA THAT RESULTS FROM ANYTHING OBTAINED VIA ANY INTERACTIONS WITH THE SERVICES OR YOUR PURCHASE. ONLY THE LIMITATIONS WHICH ARE ALLOWED AND LAWFUL IN YOUR JURISDICTION WILL APPLY TO YOU. MIJEM’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT ALLOWED BY APPLICABLE LAW.
- Limitation of Liabilities.
YOU EXPRESSLY UNDERSTAND AND AGREE THAT MIJEM, INCLUDING ALL OF ITS SUBSIDIARIES, AFFILIATES, OFFICERS, DIRECTORS, AGENTS, EMPLOYEES AND LICENSORS, SHALL NOT BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING DAMAGES FOR LOSS OF PROFITS, LOSS OF GOODWILL, LOSS OF USE, LOSS OF DATA OR OTHER INTANGIBLE LOSSES (EVEN IF MIJEM HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), WHETHER OR NOT RESULTING FROM: (a) YOUR USE OF, RELIANCE ON, OR INABILITY TO USE THE SERVICES; (b) THE COST OF OBTAINING SUBSTITUTE SERVICES; (c) UNAUTHORIZED ACCESS TO OR ALTERATION OF YOUR TRANSMISSIONS OR DATA; (d) CONTENT, STATEMENTS OR CONDUCT OF ANY THIRD PARTY ON THE SERVICES; (e) ANY INFORMATION, PRODUCT, OR SERVICE YOU OBTAIN OR PURCHASE THROUGH THE SERVICES; (f) ANY TRANSACTION OR RELATIONSHIP BETWEEN YOU AND ANY OTHER USER OR THIRD PARTY; OR (g) ANY OTHER MATTER RELATING TO THE SERVICES OR ANY PURCHASE MADE THROUGH THE SERVICES. YOU ACKNOLWEDGE THAT USERS AND THIRD PARTIES MAY PROVIDE TRANSPORTATION SERVICES THROUGH THE SERVICES, SUCH AS RIDESHARING OR PEER-TO-PEER TRANSPORTATION SERVICES, AND MAY NOT BE PROFESSIONALLY LICENSED OR PERMITTED. MIJEM’S MAXIMUM AGGREGATE LIABILITY TO YOU ARISING OUT OF OR RELATING TO THIS AGREEMENT IS LIMITED TO THE FEES YOU PAID DIRECTLY TO MIJEM (AND NOT TO ANY SELLER) IN THE TWELVE MONTH PERIOD PRIOR TO THE EVENTS GIVING RISE TO SUCH CLAIM (OR, IF NO FEES WERE PAID BY YOU, THEN MIJEM’S AGGREGATE LIABILITY TO YOU SHALL BE LIMITED TO FIVE DOLLARS ($5.00 CAD)). THESE LIMITATIONS SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW.
MIJEM’S SERVICES MAY BE USED BY YOU TO REQUEST AND SCHEDULE TRANSPORTATION, GOODS OR LOGISTICS SERVICES WITH OTHER USERS AND THIRD PARTIES, BUT YOU AGREE THAT MIJEM HAS NO RESPONSBILITY OR LIABILITY TO YOU RELATED TO ANY TRANSPORTATION, GOODS OR LOGISTICS SERVICES PROVIDED TO YOU BY OTHER USERS OR THIRD PARTIES OTHER THAN HAS EXPRESSLY SET FORHT HEREIN.
- Wireless and Mobile.
The Services may offer certain features and services that are available to you via your wireless device used to access the Services. These features and services may include the ability to access the Services’ features and upload Content to the Services, receive messages from the Services, and download applications to your wireless device (collectively, “Wireless Features”). Standard messaging, data, and other fees may be charged by your carrier to participate in such Wireless Features. Fees and charges may appear on your wireless bill or be deducted from your pre-paid balance. Your carrier may prohibit or restrict certain Wireless Features and certain Wireless Features may be incompatible with your carrier or device. You should check with your carrier to find out what plans are available, how much they cost, and/or any other questions regarding these carrier-related issues. You agree that as to the Wireless Features for which you are registered for, Mijem may send communications to your wireless device.
- Eligibility and Responsibility for Minors.
By using the Services, you represent and warrant that you have reached the age of majority in the jurisdiction in which you reside, otherwise you may not register for or use an Account. In cases where you have allowed a minor to use your Account, you recognize that you are fully responsible for: (a) the conduct of such minor; (b) controlling the minor’s access to and use of your Account; (c) the consequences of any use or misuse of your Account by the minor; and (d) any legal liability and financial obligations incurred by the minor through their use of your Account.
- Use of the Services on Behalf of an Organization.
If you are using the Services on behalf of an organization, including a company, not-for-profit corporation, other corporation, or a partnership (collectively, “Organization”), you agree that you have the authority to bind such Organization to this Agreement. If, after acceptance of this Agreement, Mijem finds that you do not have the legal authority to bind such Organization, you shall be personally responsible for the obligations contained in this Agreement.
- General Terms.
- Governing Law. This Agreement will be construed and governed by the laws of the Province of Ontario and the laws of Canada applicable therein, without regard to conflicts of law principles or provisions. You expressly consent to the exclusive jurisdiction of the courts located in Toronto, Ontario with respect to any dispute arising under this Agreement, unless otherwise agreed by Mijem in its sole discretion.
- Any waiver of any provision of this Agreement will be effective only if in writing and signed by both parties and only applicable to the specific incident and occurrence so waived. The failure by either party to insist upon the strict performance of the terms of this Agreement, or to exercise any term hereof, shall not act as a waiver of any right, promise or term, which shall continue in full force and effect. If any provision of this Agreement is found by a court of competent jurisdiction to be invalid, you agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect.
- Force Majeure. Performance by any party of any obligation hereunder shall be excused if and for so long as such breach or failure to perform is caused by a force majeure event, and prompt notice thereof has been given to the other party. If any party fails to perform any duty or obligation hereunder as a result of a force majeure event, such party shall be required to fulfill its obligations hereunder within a reasonable time after the force majeure event ceases to exist.
- You may not assign, transfer or convey, in whole or in part, any of your rights or obligations under this Agreement without the prior written consent of Mijem. Mijem may assign, transfer or convey any of its rights or obligations under this Agreement to another person at any time. Any assignment, transfer, or conveyance not made in accordance with this Section shall be null and void.
- In the event of any termination or expiration of this Agreement for any reason, all provisions of this Agreement whose meaning requires them to survive shall survive the expiration or termination of this Agreement, including Sections 6, 10, 12, 13, 14, 15, 17, 18(b), 19(c), 20, 22, 25, 27.
- The word “including,” in its various forms, as used in this Agreement means “including, without limitation”. The words “such as,” in their various forms, as used in this Agreement means “such as, by way of non-limiting example”. The division of this Agreement into sections and subsections and the insertion of headings are for convenience of reference only and shall not affect the construction or interpretation of this Agreement. If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the provision shall be modified by the court and interpreted so as best to accomplish the objectives of the original provision to the fullest extent permitted by law, and the remaining provisions of this Agreement shall remain in effect. Les parties aux présentes ont expressément exigé que cette convention et tous les autres contrats, documents ou avis qui y sont afférents soient rédigés en langue anglaise.