Midori.Earth Terms and Conditions

Terms of Use

Last updated November 23rd, 2020

 

Introduction

These Terms of Use (the “Agreement”) set forth the terms andconditions that apply to your access and use of the websites, software applications, and other online services (collectively, the “Service”) providedby CQZ Group Inc (“Midori”). The Service includes, but is not limited to, the Midori extension for desktop web browsers, the Midori mobile application (the“Midori Mobile App”), and the website located at www.midori.earth (the“Website”).

 

Users Based Outside the UnitedStates

If you are based in Canada, Australia or New Zealand, youagree to the applicable supplement terms that are included at the end of this Agreement, so please review them carefully.

 

Accepting the Terms

By using (and in return for us providing) the Service, you agree to be bound by this Agreement, whether you are a “Visitor” (which means that you simply browse our websites or use our software without registering) or you are a “Member” (which means that you have registered to create an accountwith Midori). The term “you” or “User” refers to a Visitor or a Member. The term “we” or “our” refers to Midori. You may not use the Service and you may not accept this Agreement if you are not of a legal age to form a bindingcontract with Midori. If you accept this Agreement, you represent that you have the capacity to be bound by it or if you are acting on behalf of a company orentity that you have the authority to bind such entity. If you do not agree to this Agreement, please don’t use the Service.

We really want to make sure you read this next part so we’regoing to use all-caps: THIS AGREEMENT CONTAINS (1) AN ARBITRATION PROVISION;(2) A WAIVER OF RIGHTS TO BRING A CLASS ACTION AGAINST US; AND (3) A RELEASE BY YOU OF ALL CLAIMS FOR DAMAGE AGAINST US THAT MAY ARISE OUT OF YOUR USE OF THE SERVICE. BY USING THE SERVICE, YOU AFFIRM THAT YOU AGREE TO THESE PROVISIONS.

 

Privacy and your PersonalInformation

For information about Midori’s privacy and data protectionpractices, please read Midori’s Privacy Policy found at www.midori.earth/privacy. Our privacy policy explains how Midori collects, uses andshares your information that you provide when you access the Service. By usingthe Service, you consent to Midori’s collection, use, and sharing of yourinformation as set forth in our privacy policy.

 

Description of the Service

As part of the Service, we provide you with a suite of tools that allows Users to review chemical substances contained in products to help make informed purchase decisions. We also allow you to make purchases from merchants while you are using the Midori Mobile App or the Midori Extension.

The Service is provided to you by Midori as a free service.We work on your behalf with the aim of leveraging public data on the impact ofchemical substances. We make money to sustain the service when you purchase orengage with our merchants.

 

 

Account Information from ThirdParty Sites

With the Service, Members may direct Midori to interact with existing accounts they own and that are maintained online by third-party companies with which they have accounts (“Third Party Accounts”) such as Facebook or their accounts on the websites of specific merchants. Midori makesno effort to review the Third Party Accounts for any purpose, including but not limited to accuracy, legality or non- infringement. Midori is not responsible for the products and services offered by or on third-party sites. If your permission settings allow it, Midori may import information from your Third Party Accounts to help better offer the Services to you. Midori does notcontrol the policies and practices of any third-party site or service,including any Third Party Accounts you connect to the Services.

Midori cannot always foresee or anticipate technical orother difficulties which may result in failure to obtain data or loss of data, personalization settings or other service interruptions. Midori cannot assume responsibility for the timeliness, accuracy, deletion, non-delivery or failureto store any user data, communications or personalization settings.

 

Midori Offers and Third-Party Links

 

Some parts of the Service are supported by sponsored linksfrom third-party advertisers. which are product offers sponsored by third-parties that may be (subject to and in accordance with our privacypolicy) custom matched to you based on information stored in the Service,queries made through the Service or other information. We sometimes usespecially formatted links for which we receive a commission on resulting salesor clicks from affiliate partners (“Affiliate Links”).

If you click on a sponsored advertiser link, you will be redirected to the site, of the third-party which offers the products (or aspecific portion of the Services dedicated for the partner’s offerings, from which the third-party’s website will be accessible), and (subject to and inaccordance with our privacy policy) your session may be tracked using cookies.

The Service will provide links to other websites belonging to Midori advertisers and other third parties. Midori does not endorse, warrantor guarantee the products or services available through the sponsored advertiser link, (or any other third -party products or services advertised,presented on or linked from any portion of our Services), whether or not sponsored. Midori is not an agent, distributor, re-seller, broker or otherwise responsible for such third-parties or the activities or policies of those websites or the products or services available on them. Midori does not promise orguarantee that the product details, prices, coupon availability or otherservice terms, rates or rewards offered by any particular advertiser or otherthird-party via our Service are the best prices, terms or lowest ratesavailable in the market.

When you access third-party websites via our Service, youaccept that there are risks in doing so, and that Midori is not responsible for such risks. We encourage you to be aware when you leave the Service and to read the terms and conditions and privacy policy of each third-party website orservice that you visit or utilize.

Midori has no control over, and assumes no responsibility for, the content, accuracy, privacy policies, or practices of or opinions expressed in any third-party websites or by any third-party that you interact with through the Services. In addition, Midori will not and cannot monitor, verify, censor or edit the content of any third-party site or service. By using the Services, you release and hold us harmless from any and all liabilityarising from your use of any third-party website or service.

If there is a dispute between participants on our Service,or between users and any third-party, you agree that Midori is under no obligation to become involved. To the maximum extent permitted by applicable law, in the event that you have a dispute with one or more other users, you release Midori, its officers, employees, agents, and successors from claims,demands, and damages of every kind or nature, known or unknown, suspected or unsuspected, disclosed or undisclosed, arising out of or in any way related tosuch disputes and/or our Services. If you are a California resident, you shall and hereby do waive California Civil Code Section 1542, which says: ”A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECTTO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BYHIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR.”

 

Referral And Other Rewards Programs

Periodically Midori may make you offers to receive Midori Seeds or other rewards for taking actions to promote the Service, such as referring a friend (collectively “Rewards Programs”). In general, if you participate within the spirit of the program you will be rewarded. However, to protect ourselves from seen and unforeseen issues we reserve the right, in our sole discretion, to withhold such consideration, including Midori Seeds, for any reason at any time with or without any cause. By participating in Midori Rewards Programs you accept this condition. Additionally, we may choose in oursole discretion to institute a limit on how many times you can receive eachtype of reward. These limits will vary from program to program. If you have questions about how many times you can participate in each Rewards Program please contact us.

Midori reserves the right to withhold or retract Midori Seeds if it was accumulated through deceptive, artificial, or illegal meansdesigned to cheat or game the program. (For instance, if you try to accumulate Midori Seeds through use of a bot network, purchased email lists for unconsentedreferrals, or by engaging in repeated purchase-return behavior.)

In association with Rewards Programs you may be issued personalized links that (subject to and in accordance with our privacy policy) track traffic back to your account so that we can issue you rewards. You agreenot to promote these personalized links through any unapproved channels which include but are not limited to: unsolicited email (SPAM), search advertising, displayadvertising, or any paid promotional channel. If you have questions about a specific promotional method please contact us for permission BEFORE you begin promoting your personalized link. Failure to do so will result in all rewards being withheld and your account potentially being suspended.

Midori reserves the right at any time to cancel, modify, orrestrict any aspect of our Rewards Programs, including any point conversion ratios, redemption offers, expiration terms, etc. Midori reserves the right to apply such changes retroactively to rewards already accrued under any Rewards Program, if it determines that you have done so in violation of this Agreement.

 

Your Registration Information

 

You agree and understand that you are responsible for maintaining the confidentiality of your password which, together with your Login ID email address, allows you to access the Service. That Login ID andpassword, together with any other contact information you provide form your “Registration Information.”

By providing us with your email address, you agree to receive all required notices electronically, to that e-mail address. It is your responsibility to update or change that address, as appropriate. Notices will be provided in HTML (or, if your system does not support HTML, in plain-text)in the text of the e-mail or through a link to the appropriate page on oursite, accessible through any standard modern, commercially available internet browser.We may also use your email address to contact you about our own andthird-parties' goods and services that may be of interest to you. If you do not want us to use your information in this way, please check the relevant box located on the form on which we collect your data, adjust your user preferences in your account profile and /or click “Unsubscribe“ in any e-mailcommunications we send you.

If you become aware of any unauthorized use of your Registration Information, you agree to notify Midori immediately.

 

Your Use of the Service

 

Your right to access and use the Service is personal to youand is not transferable by you to any other person or entity. You are onlyentitled to access and use our Service for lawful, internal, and non-commercial purposes. Subject to your compliance with this Agreement, Midorihereby grants to you, a personal, worldwide, non-assignable, non-sublicensable,non-transferrable, and non-exclusive license to (i) use the software andcontent provided to you as part of the Services (for personal, non-commercial purposes;and (ii) download a single copy of our software for such use.

Accurate records enable Midori to provide the Service to you. In order for the Service to function effectively, you must also keep yourRegistration Information up to date and accurate. If you do not do this, the accuracy and effectiveness of the Service to you will be affected.

Your access and use of the Service may be interrupted from time to time due to third-party failures outside of our control (such asunavailability of general Internet infrastructure). Access and use may also be interrupted for periodic updating, maintenance or repair of the Service by Midori. While we will make reasonable efforts to make the Service available to you, we do not promise that it will be available at all times.

You agree that Midori may use your feedback, suggestions, orideas in any way, including in future modifications of the Service, otherproducts or services, advertising or marketing materials (although any use of your personal information will be subject to our privacy policy).

As is further detailed in our privacy policy, Midori collects information about the websites that you visit in order to create abetter user experience for you and other Midori users. Examples of this type of information include information about the products your browser visits,including the current product prices and other product details. Please consult our privacy policy for further information. In the future (and always subject to our privacy policy), we may offer personalization options in our productsthat utilize knowledge about what products you are interested in to present relevant content and product offers. As we explore ways to use data to buildmore powerful product experiences that we believe will increase your chance of time and money savings we may provide ways to opt out of this data collection,though it may result in degraded product capabilities if such data is required to provide the product experience.

You represent, warrant, and agree that you will not contribute any content or otherwise use the Services or interact with the Services in a manner that:

•          Infringes or violates the intellectual property rights or any other rights of anyone else (including Midori);

•          Violates any law or regulation or thisAgreement;

•          Is harmful, fraudulent, deceptive,threatening, harassing, defamatory, obscene, or otherwise objectionable;

•          Jeopardizes the security of your Midori account or anyone else’s (such as allowing someone else to log in to theServices as you);

•          Attempts, in any manner, to obtain the password, account, or other security information from any other User;

•          Violates the security of any computer network, or cracks any passwords or security encryption codes;

•          Runs Maillist, Listserv, any form of auto-responder or “spam” on the Services, or any processes that run or a reactivated while you are not logged into the Services, or that otherwise interfere with the proper working of the Services (including by placing anunreasonable load on the Services’ infrastructure) or that would bypass the navigational structure or presentation of the Service;

•          “Crawls,” “scrapes,” or “spiders” anypage, data, or portion of or relating to the Services or Content (through useof manual or automated means);

•          Copies or stores any significantportion of the Content;

•          Decompiles, reverse engineers, orotherwise attempts to obtain the source code or underlying ideas or informationof or relating to the Services; or

•          Circumvents, removes, alters,deactivates, degrades or thwarts any technological measure or contentprotections of the Service.

If you violate or infringe any of the rules above, we mayimmediately suspend or terminate your right to use or access the Services.

 

Electronic Notifications

Midori may from time to time provide automatic notifications and voluntary account-related notifications, as further explained below andsubject always to our privacy policy. Our basic operating point of view is to do everything we possibly can to avoid annoying you so wherever possible we will minimize unnecessary notifications and provide configuration switches tolimit unwanted communications.

Automatic notifications may be sent to you following certain changes made online to your Midori account, such as a change in your Registration Information.

Voluntary account notifications may be turned on by defaultas part of the Service. They may then be customized, deactivated or reactivated by you. These notifications allow you to choose alert messages for your accounts. Midori may add new notifications from time to time, or cease to provide certain notifications at any time upon its sole discretion. Each alert has different options available, and you may be asked to select from among these options upon activation of your notifications service.

Electronic notifications will be sent to the email addressyou have provided as your primary email address for the Service. If your email address changes, you are responsible for informing us of that change. Changes to your email address will apply to all of your notifications.

Because notifications are not encrypted, we will never include your passcode. However, notifications may include your Midori login information and some information about your accounts. Anyone with access toyour email will be able to view the content of these notifications. At any timeyou may disable certain notifications, although we may still send youService-related notices as needed to allow us to provide you the Service.

As part of the Midori Mobile App and to update you regardingthe status of deliveries, you may receive push notifications, local client notifications, text messages, picture messages, emails or other types ofmessages directly sent to you outside or inside the Midori Mobile App (“PushMessages”). You acknowledge that, when you use the Midori Mobile App, your wireless service provider may charge you fees for data, text messaging and/orother wireless access, including in connection with Push Messages. You have control over the Push Messages settings, and can opt in or out of these Push Messages through the Midori Mobile App or through your mobile device’s operating system (with the possible exception of infrequent, important serviceannouncements and administrative messages). Please check with your wirelessservice provider to determine what fees apply to your access to and use of theMidori Mobile App, including your receipt of Push Messages from Midori.

 

Rights you Grant to us

By submitting information, data, passwords, usernames, PINs, other log-in information, materials and other content to Midori through theService, then (except for User Content, to which the specific rules belowapply) you hereby give Midori permission to use that content solely for the purpose of providing the Service. Midori may use and store the content, but only toprovide the Service to you. By submitting this content to Midori, you represent that you are entitled to submit it to Midori for use for this purpose, withoutany obligation by Midori to pay any fees or other limitations.

 

Midori’s Intellectual PropertyRights

The contents of the Service, including its “look and feel”(e.g., text, graphics, images, logos and button icons), photographs, editorial content, notices, software (including html-based computer programs) and other material are protected under copyright, trademark and other laws. The contents of the Service belong or are licensed to Midori or its software or contentsuppliers. Midori grants you the right to view and use the Service subject tothis Agreement. Any distribution, reprint or electronic reproduction of any content from the Service other than as expressly permitted in this Agreementand without our prior written consent, is prohibited.

Access and Interference

You agree that you will not do stuff to make it harder for other users to enjoy our Service. We’d prefer not to have to list all of thesethings here, so don’t make us.

Rules for Posting Content

As part of the Service, Midori may allow Members to postcontent on various publicly available locations in the Service (“UserContent”). You agree in posting User Content to follow the following rules:

•          You are responsible for all UserContent you submit to the Service.

•          By submitting User Content to us, you represent that you have all necessary rights and hereby grant us a perpetual, worldwide, irrevocable, non-exclusive, royalty-free, sublicenseable andtransferable license to use, reproduce, distribute, prepare derivative worksof, modify, display, and perform all or any portion of the User Content inconnection with the Service and our business, including without limitation forpromoting and redistributing part or all of the site (and derivative worksthereof) in any media formats and through any media channels. You also herebygrant each User a non-exclusive license to access and use your User Contentthrough the Service, and to use, reproduce, distribute, prepare derivativeworks of, display and perform such User Content as permitted through thefunctionality of the Service and under this Agreement.

•          You may not post or transmit anymessage, data, image or program that would violate the property rights ofothers, including unauthorized copyrighted text, images or programs, tradesecrets or other confidential proprietary information, and trademarks orservice marks used in an infringing fashion.

•          You may not interfere with other Users’use of the Service, including, without limitation, disrupting the normal flowof dialogue in an interactive area of the Service, deleting or revising anycontent posted by another person or entity, or taking any action that imposes adisproportionate burden on the Service infrastructure or that negativelyaffects the availability of the Service to others.

 

Disclaimer of Representations andWarranties

 

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THECONTENT AND ALL SERVICES AND PRODUCTS ASSOCIATED WITH THE SERVICE OR PROVIDED THROUGH THE SERVICE (WHETHER OR NOT SPONSORED) ARE PROVIDED TO YOU ON AN“AS-IS” AND “AS AVAILABLE” BASIS. MIDORI MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, AS TO THE CONTENT OR OPERATION OF THE SERVICEOR OF THE SERVICE. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICE IS AT YOURSOLE RISK.

MIDORI MAKES NO REPRESENTATIONS, WARRANTIES, CONDITIONS, ORGUARANTEES, EXPRESS OR IMPLIED, REGARDING THE ACCURACY, RELIABILITY ORCOMPLETENESS OF THE CONTENT ON THE SERVICE OR OF THE SERVICE (WHETHER OR NOTSPONSORED), AND EXPRESSLY DISCLAIMS ANY REPRESENTATIONS, WARRANTIES ORCONDITIONS OF NON-INFRINGEMENT OR FITNESS FOR A PARTICULAR PURPOSE. MIDORIMAKES NO REPRESENTATION, WARRANTY OR GUARANTEE THAT THE CONTENT THAT MAY BEAVAILABLE THROUGH THE SERVICE IS FREE OF INFECTION FROM ANY VIRUSES OR OTHER CODEOR COMPUTER PROGRAMMING ROUTINES THAT CONTAIN CONTAMINATING OR DESTRUCTIVEPROPERTIES OR THAT ARE INTENDED TO DAMAGE, SURREPTITIOUSLY INTERCEPT OREXPROPRIATE ANY SYSTEM, DATA OR PERSONAL INFORMATION. YOU ARE RESPONSIBLE FORENSURING THE ACCURACY OF ANY USER CONTENT THAT YOU PROVIDE, AND WE DISCLAIM ALLLIABILITY AND RESPONSIBILITY FOR THE ACCURACY OF SUCH CONTENT.

 

Notification Disclaimer

You understand and agree that any notifications provided toyou through the Service may be delayed or prevented by a variety of factors. Midori does its best to provide notifications in a timely manner with accurate information. However, we neither guarantee the delivery nor the accuracy of the content of any notification. You also agree that Midori shall not be liable for any delays, failure to deliver, or misdirected delivery of any notification;for any errors in the content of a notification; or for any actions taken or not taken by you or any third-party in reliance on a notification.

 

Limitations on Midori’s Liability

 

MIDORI SHALL IN NO EVENT BE RESPONSIBLE OR LIABLE TO YOU ORTO ANY THIRD PARTY, WHETHER IN CONTRACT, WARRANTY, TORT (INCLUDING NEGLIGENCE)OR OTHERWISE, FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY,LIQUIDATED OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF PROFIT,REVENUE OR BUSINESS, ARISING IN WHOLE OR IN PART FROM YOUR ACCESS TO THESERVICE, YOUR USE OF THE SERVICE OR THIS AGREEMENT, OR FOR ANY LOSS OR DAMAGECAUSED BY YOUR RELIANCE ON INFORMATION OBTAINED ON OR THROUGH THE SERVICE, EVENIF MIDORI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDINGANYTHING TO THE CONTRARY IN THIS AGREEMENT, MIDORI’S LIABILITY TO YOU FOR ANYCAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BELIMITED TO $500.00 (FIVE HUNDRED UNITED STATES DOLLARS).

BECAUSE SOME STATES OR JURISDICTIONS DO NOT ALLOW THEEXCLUSION OR THE LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, IN SUCH STATES OR JURISDICTIONS, THE LIABILITY OF MIDORI SHALL BELIMITED TO THE FULLEST EXTENT PERMITTED BY LAW. THEREFORE, THE FOREGOING LIMITATIONS SHALL APPLY TO THE MAXIMUM EXTENT PERMITTED BY LAW. NOTHING IN THISAGREEMENT AFFECTS STATUTORY RIGHTS THAT CANNOT BE WAIVED OR LIMITED BYCONTRACT.

 

Your Indemnification of Midori

You shall defend, indemnify and hold harmless Midori and itsofficers, directors, shareholders, and employees, from and against all claimsand expenses, including but not limited to attorneys fees and other legal expenses, in whole or in part arising out of or attributable to your use of theService (including any purchases you make within the Midori Mobile App) or anybreach of this Agreement by you or your violation of any law or the rights of athird-party when using the Service.

 

Ending your Relationship with Midori(and vice versa)

This Agreement will continue to apply until terminated by either you or Midori as set out below.

If you want to terminate this Agreement, you may do soimmediately at any time by closing your account for the Service. Please use thedirections below to cancel your account, only if you have created a Membership. Otherwise just uninstall Midori and stop visiting our Website and using otherServices.

Contact us under on the website to cancel your account. Upondoing so:

•          your account will be closed, yourMidori Seeds account will be zeroed out, and your ability to log indeactivated; and

•          any data in our records will beretained subject to our privacy policy.

Midori may immediately, at any time, terminate thisAgreement (and therefore your right to access and use the Service) by notifyingyou (if safe to do so) to the e-mail address provided by you as part of yourRegistration Information.

 

Modifications

Midori may modify this Agreement from time to time, toreflect: (i) technological developments; (ii) changes to the Service; and (iii) changes to law and regulation. Any and all changes to this Agreement will beposted on the Website. In addition, the Agreement will always indicate the dateit was last revised. These changes will not be retrospective (i.e. they willonly apply from the date notified, or any later date stated in thenotification). If you do not agree to the changes, you are free to exerciseyour right to stop using the Service and terminate this Agreement (as above).You are deemed to accept and agree to be bound by any changes to the Agreementwhen you use the Service after those changes are posted.

 

ARBITRATION CLAUSE & CLASSACTION WAIVER – IMPORTANT – PLEASE REVIEW AS THIS AFFECTS YOUR LEGAL RIGHTS

Arbitration. YOU AGREE THAT ALL DISPUTES BETWEEN YOU AND US (WHETHER OR NOT SUCH DISPUTE INVOLVES A THIRD-PARTY) WITH REGARD TO YOUR RELATIONSHIP WITH US, INCLUDING WITHOUT LIMITATION DISPUTES RELATED TO THIS AGREEMENT, YOUR USE OF THE SERVICES, AND/OR RIGHTS OF PRIVACY AND/OR PUBLICITY, WILL BE RESOLVED BY BINDING, INDIVIDUAL ARBITRATION UNDER THE AMERICANARBITRATION ASSOCIATION’S RULES FOR ARBITRATION OF CONSUMER-RELATED DISPUTESAND YOU AND WE HEREBY EXPRESSLY WAIVE TRIAL BY JURY; PROVIDED, HOWEVER, THAT TOTHE EXTENT THAT YOU HAVE IN ANY MANNER VIOLATED OR THREATENED TO VIOLATE OUR INTELLECTUAL PROPERTY RIGHTS, WE MAY SEEK INJUNCTIVE OR OTHER APPROPRIATERELIEF IN ANY STATE OR FEDERAL COURT IN THE STATE OF CALIFORNIA. DISCOVERY ANDRIGHTS TO APPEAL IN ARBITRATION ARE GENERALLY MORE LIMITED THAN IN A LAWSUIT,AND OTHER RIGHTS THAT YOU AND WE WOULD HAVE IN COURT MAY NOT BE AVAILABLE INARBITRATION.

As an alternative, you may bring your claim in your local “small claims” court, if permitted by that small claims court’s rules and if within such court’s jurisdiction, unless such action is transferred, removed orappealed to a different court. You may bring claims only on your own behalf.Neither you nor we will participate in a class action or class-wide arbitrationfor any claims covered by this agreement to arbitrate. BY AGREEING TO THIS ARBITRATION CLAUSE & CLASS ACTION WAIVER, YOU AND MIDORI ARE GIVING UP THERIGHT TO PARTICIPATE AS A CLASS REPRESENTATIVE OR CLASS MEMBER ON ANY CLASSCLAIM THAT EACH SIDE MAY HAVE AGAINST THE OTHER INCLUDING ANY RIGHT TO CLASSARBITRATION OR ANY CONSOLIDATION OF INDIVIDUAL ARBITRATIONS. You also agree notto participate in claims brought in a private attorney general orrepresentative capacity, or consolidated claims involving another person’saccount, if we are a party to the proceeding. This dispute resolution provisionwill be governed by the Federal Arbitration Act and not by any state law concerning arbitration. In the event the American Arbitration Association isunwilling or unable to set a hearing date within one hundred sixty (160) days of filing the case, then either we or you can elect to have the arbitrationadministered instead by the Judicial Arbitration and Mediation Services. Judgment on the award rendered by the arbitrator may be entered in any courthaving competent jurisdiction. Any provision of applicable law notwithstanding,the arbitrator will not have authority to award damages, remedies or awardsthat conflict with this Agreement. You agree that regardless of any statute orlaw to the contrary, any claim or cause of action arising out of, related to orconnected with the use of the Services or this Agreement must be filed withinone (1) year after such claim of action arose or be forever banned.

If you do not want to arbitrate disputes with Midori and youare an individual, you may opt out of this ARBITRATION CLAUSE & CLASSACTION WAIVER by sending an email to privacy@joinmidori.com within thirty (30) days of the first date you access or use the Service.Severability. If the prohibition against class actions and other claims broughton behalf of third parties contained above is found to be unenforceable, then all of the preceding language in this Arbitration section will be null and void. This arbitration agreement will survive the termination of yourrelationship with us.

Governing Law and Forum forDisputes

This Agreement, and your relationship with Midori under this Agreement, shall be governed by the laws of the Quebec province in Canada without regard to its conflict or choice of laws provisions. Any dispute with Midori, or its officers, directors, employees, agents or affiliates, arisingunder or in relation to this Agreement shall be resolved exclusively asspecified in the ARBITRATION CLAUSE & CLASS ACTION WAIVER clause above,except with respect to imminent harm requiring temporary or preliminary injunctive relief in which case Midori may seek such relief in any court with jurisdiction over the parties. You understand that, in return for agreement to this provision, Midori is able to offer the Service at the terms designated,with little or no charge to you, and that your assent to this provision is anindispensable consideration to this Agreement.

You also acknowledge and understand that, with respect toany dispute with Midori, its officers, directors, employees, agents or affiliates, arising out of or relating to your use of the Service or thisAgreement (LAST TIME FOR ALL CAPS, PROMISE):

•          YOU ARE GIVING UP YOUR RIGHT TO HAVE A TRIAL BY JURY; and

•          YOU ARE GIVING UP YOUR RIGHT TO SERVEAS A REPRESENTATIVE, AS A PRIVATE ATTORNEY GENERAL, OR IN ANY OTHERREPRESENTATIVE CAPACITY, OR TO PARTICIPATE AS A MEMBER OF A CLASS OF CLAIMANTS,IN ANY LAWSUIT INVOLVING ANY SUCH DISPUTE.

 

Copyright Disputes and User Content

You may have heard of the Digital Millennium Copyright Act(the “DMCA”), as it relates to online service providers, like Midori, being asked to remove user generated material that allegedly violates someone’s copyright. We respect others’ intellectual property rights, and we reserve theright to delete or disable User Content alleged to be infringing, and toterminate the accounts of repeat alleged infringers.

 

Miscellaneous

If any portion of this Agreement is deemed unlawful, void orunenforceable by any arbitrator or court of competent jurisdiction, thisAgreement as a whole shall not be deemed unlawful, void or unenforceable, butonly that portion of this Agreement that is unlawful, void or unenforceableshall be stricken from this Agreement.

You agree that if Midori does not exercise or enforce anylegal right or remedy which is contained in the Agreement (or which Midori hasthe benefit of under any applicable law), this will not be taken to be a formalwaiver of Midori’s rights and that those rights or remedies will still beavailable to Midori.

All covenants, agreements, representations and warrantiesmade in this Agreement shall survive your acceptance of this Agreement and thetermination of this Agreement.

Contact Us

Midori welcomes comments, questions, concerns, orsuggestions. Please send us feedback by reaching out to us in the Contact Ussection of the website.

 

Supplemental Terms for UsersAccessing or Using Our Services in Canada, Australia or New Zealand

Canada

If you are accessing or using our Services in Canada, the following additional terms apply and form part of the Agreement. In the event of any conflict or inconsistency between the following supplemental terms andthe provisions of the main body of the Agreement, the following supplementalterms shall prevail with respect to your access or use of our Services inCanada:

•          Application of the Canadian ProvincialConsumer Laws. Nothing in this Agreement will, or is intended to, disclaim,exclude, prevent or limit the application of Canadian provincial consumer laws,including any applicable statutory consumer guarantees and rights, contained inCanadian provincial law. Any disclaimer of representations or warranties,release or limitation of our liability to you shall only apply to, and beenforceable under, this Agreement to the extent permitted by law.

•          Governing Law for Consumers Residing inQuebec. If you reside in Quebec, the Agreement will be governed the laws of the Province of Quebec, without giving effect to any principles of conflicts oflaws.

•          Commercial Electronic Messages: We will obtain your consent where required by law to send you Electronic Notifications, Push Messages or emails about our own and third-parties' goods and servicesthat may be of interest to you.

 

Australia

If you are accessing or using our Services in Australia, the following additional terms apply and form part of the Agreement. In the event of any conflict or inconsistency between the following supplemental terms andthe provisions of the main body of the Agreement, the following supplemental terms shall prevail with respect to your access or use of our Services inAustralia:

•          Application of the Australian Consumer Law. Nothing in this Agreement will, or is intended to, disclaim, exclude,prevent or limit the application of the Australian Consumer Law set out inSchedule 2 to the Competition and Consumer Act 2010 (Cth), including anyapplicable statutory consumer guarantees, contained in the Australian ConsumerLaw. Any disclaimer of representations or warranties, release or limitation ofour liability to you shall only apply to, and be enforceable under, thisAgreement to the extent permitted by law, including the Australian ConsumerLaw, if applicable.

•          Indemnity. You will not be obliged to indemnify Midori under the section titled ‘ Your Indemnification of Midori’to the extent that any claims and expenses arise from the negligence or wilful misconduct of Midori, its officers, directors, shareholders and employees.

•          Modification. Where Midori modifiesthis Agreement, we will provide you with reasonable notice, where practicable,of such modification.

•          Collection notice and consent. You acknowledge and agree that our Privacy Policy explains how, and the purposesfor which we will collect, use, disclose and handle your personal information;how to access and seek correction of your personal information; how you canlodge a complaint regarding the handling of your personal information; and howwe will handle any such complaint. If you do not provide us with relevantpersonal information, we may not be able to provide you with access to parts ofthe Services. You acknowledge that your personal information may be disclosedto our related entities and to third parties that help us deliver our Services(subject to and in accordance with our privacy policy), including partieslocated outside of Australia, such as in the United States and the EuropeanUnion.

 

New Zealand

If you are accessing or using our Services in New Zealand, the following additional terms apply and form part of the Agreement. In theevent of any conflict or inconsistency between the following supplemental termsand the provisions of the main body of the Agreement, the following supplementalterms shall prevail with respect to your access or use of our Services in NewZealand:

•          Application of New Zealand consumer laws. Nothing in this Agreement will, or is intended to, disclaim, exclude,prevent or limit the application of mandatory provisions of New Zealandconsumer law, such as the Consumer Guarantees Act 1993 or the Fair Trading Act1986. Any disclaimer of representations or warranties, release or limitation ofour liability to you shall only apply to, and be enforceable under, thisAgreement to the extent permitted by law.

•          Indemnity. You will not be obliged to indemnify Midori under the section titled ‘Your Indemnification of Midori’to the extent that any claims and expenses arise from the negligence or otherunlawful act or omission of Midori, its officers, directors, shareholders andemployees.

•          Modification. Where Midori modifiesthis Agreement, we will provide you with reasonable notice, where practicable,of such modification.

•          Commercial Electronic Messages: We willobtain your consent where required by law to send you Electronic Notifications,Push Messages or emails about our own and/or third-parties' goods andservices that may be of interest to you. We will comply with all applicablelegal requirements in relation to the electronic messages we send you, and willensure that any text messages you receive are not billed to you unless you havespecifically consented to the associated fees and charges.

 

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