Terms of Service Agreement

Updated November 02, 2023

These Terms of Service (“Terms”) apply to Your access to and use of the websites and other online products and services (collectively, the “Services”) provided by Mighty Group Inc. and its subsidiaries and affiliates (“Mighty”or “We”).

PLEASE READ THESE TERMS CAREFULLY, INCLUDING THE MANDATORY ARBITRATION PROVISION IN SECTION 19, WHICH REQUIRES THAT DISPUTES BE RESOLVED BY FINAL AND BINDING ARBITRATION ON AN INDIVIDUAL BASIS, NOT A CLASS-WIDE OR CONSOLIDATED BASIS. IF YOU DO NOT WISH TO BE SUBJECT TO ARBITRATION, YOU MAY OPT OUT OF THE ARBITRATION PROVISION BY FOLLOWING THE INSTRUCTIONS PROVIDED IN SECTION 19.

BY ACCESSING OR USING OUR SERVICES, YOU AGREE TO BE BOUND BY THESE TERMS AND ALL TERMS INCORPORATED BY REFERENCE. IF YOU DO NOT AGREE TO THESE TERMS IN THEIR ENTIRETY, DO NOT USE OUR SERVICES.

If You have any questions about these Terms or Our Services, please contact Us at legal@mighty.com. We use tracking technologies to collect information about users of Our Services and that information will be used by Us to, among other things, analyze and track data, determine the popularity of certain content, and better understand users’ online activity. For information about how We collect, use, share and otherwise process information about You, please see Our Privacy Policy.

1. Eligibility

You must be at least 18 years of age to use Our Services. If You use Our Services on behalf of another person or entity, (a) all references to “You” throughout these Terms will include that person or entity, (b) You represent that You are authorized to accept these Terms on that person’s or entity’s behalf, and (c) in the event You or the person or entity violates these Terms, the person or entity agrees to be responsible to Us.

2. User Accounts and Account Security

You may need to register for an account to use some of the Services. Until You register for an account,Your access to the Services will be limited to what is available to the general public. When registering for an account, You must provide true, accurate, current and complete information about yourself as requested during the account creation process. Accounts registered by “bots” or other automated methods are not permitted. You also must maintain the security of Your account and promptly notify Us if You discover or suspect that someone has accessed Your account without Your authorization. You are responsible for any and all activities that occur in connection with Your account, and any activities associated with Your account credentials will be presumed to have been authorized by You. We reserve the right to reclaim usernames, including on behalf of businesses or individuals that hold legal claim, including trademark rights, in those usernames.

Certain of the Services may give You the ability to authorize additional persons to access the Services (“Authorized User”), either by sharing Your credentials or by providing them with a user identification and password. Authorized Users may include Your employees, consultants, contractors and agents, and third parties with whom You transact business. You are responsible for the actions of Your Authorized Users on the Services and for removing Authorized Users from Your account when they no longer have Your authorization. You are responsible for changing the main user on Your account if You determine that such user should no longer have access. Any and all activities associated with Your account credentials or any other credentials You provide to Authorized Users are presumed to have been authorized by You.

Our Services also allow you to share certain information in Your account with third parties that you invite, which could include lienholders, medical providers, law firms, or funders (“Invited User”). Invited Users must register and create their own account with Mighty before being allowed to view the designated content in Your account. You are responsible for managing access to Your account through Invited Users, and You are further responsible for notifying Us when Invited Users should no longer have access to Your account. We are not responsible for the activities of Your Invited Users, and We will presume that any activities of Your Invited Users in or relating to Your account have been authorized by You.

3. Your Responsibilities

(a) You will:

be responsible for Your Authorized Users’ compliance with the Terms;
be responsible for providing accurate information relating to Your Invited Users;
be responsible for the accuracy, quality and legality of any data or information submitted by or for You to Us that You or We import or enter into Our servers or other systems in conjunction with the Services (“Your Data”) and the means by which You acquired Your Data, as well as the accurate entry or import of Your Data on to Our servers;
be responsible for providing all required notices and obtaining all necessary consents for Us to process Your Data on Our systems or through Our Services and to share or disclose that information with Authorized Users or Invited Users;
use commercially reasonable efforts to prevent unauthorized access to or use of the Services, and notify Us promptly of any such unauthorized access or use;
notify Us promptly in the unlikely event that You gain access to the data or proprietary or confidential information of any user that is not one of Your Authorized Users(“Unauthorized Data”) for any reason, and delete or dispose of such Unauthorized Data; and
use Services only in accordance with the Terms and applicable Laws and government regulations.

(b) You will not violate any applicable law, contract, intellectual property right or other third-party right or commit a tort, and You are solely responsible for Your and Your Authorized Users’ conduct while using Our Services. You will not:

make any Services available to, or use any Services for the benefit of, anyone other than You or Your Authorized Users, unless expressly stated otherwise in the Terms;
sell, resell, license, sublicense, distribute, make available, rent or lease any of the Services, or include any Services in a service bureau or outsourcing offering;
use the Services to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of third-party privacy rights;
use the Services to store or transmit code, files, scripts, agents or programs intended to do harm, including, for example, viruses, worms, time bombs and Trojan horses;
modify or interfere with or disrupt the integrity or performance of any of the Services or third-party data contained therein;
attempt to gain unauthorized access to any of the Services or its related systems or networks;
permit direct or indirect access to or use of any of the Services in a way that circumvents a usage limit, or use the Services to access or use any of Our intellectual property except as may be permitted under the Terms;
retain, copy, disclose, disseminate or otherwise use Unauthorized Data in any manner;
copy any of the Services or any part, feature, function or user interface thereof;
copy content except content provided by You or Your Users, as permitted in the Terms;
frame or mirror any part of any of the Services, other than framing on Your own intranets or otherwise for Your own internal business purposes or as may be permitted in the Terms;
access the Services in order to build a competitive product or service or to benchmark with another product or service, or for purposes of monitoring availability, performance or functionality of the Services, or for any other benchmarking or competitive purposes;
decompile or reverse engineer any of the Services (to the extent such restriction is permitted by law); or
use the Services to access, use, create, sell, transmit or store Protected Health Information as defined under the Health Insurance Portability and Accountability Act of 1996 (“HIPAA”)in any manner that is non-compliant with HIPAA or other applicable Law, including but not limited to state data privacy and security and medical record Laws.

(c) You represent and acknowledge that for Your Data and any other information or data uploaded on the Platforms or otherwise provided to Us by You, that You have executed a valid HIPAA authorization or consent as required or permitted by HIPAA that is executed by a plaintiff or an authorized personal representative that allows You to have access to the plaintiff’s Protected Health Information (“HIPAA Release Form”) or other information exchange agreement with the applicable parties such that the applicable counterparty, any other interested party, Authorized Users, and/or Invited Users are able to receive all information and documents without a violation of HIPAA or other applicable law.MIGHTY AND THE MIGHTY PARTIES AS DEFINED UNDER SECTION 14 SHALL NOT BE LIABLE TO YOU AND SHALL NOT INDEMNIFY YOU FOR ANY CLAIMS ARISING OUT OF OR RELATING TOYOUR USE OF OUR SERVICES, INCLUDING THE UPLOADING OF YOUR DATA CONTAINING PROTECTED HEALTH INFORMATION TO OUR SERVICES, WITHOUT A VALID HIPAA RELEASE FORM.

(d) Mighty may revoke Your access to and use of the Services in if we determine in Our sole discretion that You exceed the authorized use or We believe Your access to or use of the Services is unauthorized.

(e) You understand that the Services may involve unencrypted transmissions over various networks, and changes to conform and adapt to technical requirements of connecting networks or devices, and that email and other electronic delivery channels are not secure.

(f) Enforcement of this Section 3 is solely at Mighty’s discretion, and failure to enforce this section in some instances does not constitute a waiver of Our right to enforce it in other instances. In addition, this Section 3 does not create any private right of action on the part of any third party or any reasonable expectation that the Services will not contain any content that is prohibited by such rules.

(g) Please note that parental control protections (such as computer hardware, software or filtering services)may be commercially available to assist You in limiting access to material that is harmful to minors. Information identifying current providers of such protections should be available at: https://en.wikipedia.org/wiki/Comparison_of_content-control_software_and_providers (last checked on September 27, 2021).

4. Our Responsibilities

We will:

(a) make the applicable Services available to You pursuant to these Terms;

(b) provide platforms permitting You and Your Authorized Users to upload Your Data to Our servers;

(c) allow You to share Your Data with Your Invited Users;

(d) provide applicable standard support for such Services to You at no charge, and/or optional or upgraded support if available and purchased;

(e) use commercially reasonable efforts to make such Services available 24 hours a day, 7 days a week, except for:

planned downtime (of which We shall give advance electronic notice); and
any unavailability caused by circumstances beyond Our control, including, for example but without limitation: an act of God; act of government; flood, fire, earthquake; pandemic, civil unrest, act of terror, strike or other labor problem (other than one caused by Our employees); failure or delay by or of a Content provider, internet service provider or cloud services provider; or denial of service attack.

5. Fees

From time to time, We may charge fees for using the Services. You will only be charged fees if You subscribe to the Services on a fee-paying basis as indicated on and as agreed to by you on Your order form. We reserve the right, in Our sole discretion, to charge You fees or change fees charged for any Services, which may be effective upon notice to You and Your written agreement to such fees.

6. Professional Services

During the term of these Terms, We will provide to You, if You so request, assistance in relation to professional services, such as but not limited to data services, document templating, contract templating, contract consulting, email templating, and additional migration services (together, “Professional Services”). With respect to effectuating the Professional Services, the scope of work and pricing will be agreed upon in writing and signed by both parties, with all applicable terms and conditions of these Terms to apply to such Professional Services. MIGHTY DOES NOT PROVIDE OR OFFER MEDICAL OR LEGAL OPINIONS, ADVICE, OR SERVICES, AND MIGHTY SERVICES ARE NOT INTENDED TO SERVE AS A SUBSTITUTE FOR THE ADVICE OF A MEDICAL OR LEGAL PROFESSIONAL.

7. Monetary Transfers

Certain of the Services may provide You with the ability to make monetary transfers related to Your cases, such as to grant (and receive) access to certain medical records. We use a third party payment provider, Stripe, to facilitate such transfers. Your use of such services is governed by Stripe’s terms and conditions, available at https://stripe.com/privacy.

8. Confidentiality

(a) Definition of Confidential Information. “Confidential Information” means all information disclosed by one party (“Disclosing Party”) to the other party (“Receiving Party”), whether orally or in writing, that is designated as confidential or that reasonably should be understood to be confidential given the nature of the information and the circumstances of disclosure. Your Confidential Information includes Your Data provided by You; Our Confidential Information includes the Services We provide to You and all other content; and Confidential Information of each party includes the pricing information relating to Your use of Services if You have subscribed to the Services on a fee-paying basis and all other information relating to Your use of Our Services, the applicable Service’s usage guides and policies, instructions on how to use the Services, and the general terms of service, all as updated from time to time, accessible via the Services (“Documentation”),as well as business and marketing plans, technology and technical information, product plans and designs, and business processes disclosed by such party. However, Confidential Information does not include any information that:

is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party;
was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party;
is fragmented, redacted, or aggregated, so as not to be personally-identifiable (unless the specific Service offered is intended to reflect personal information);
is received from a third party without breach of any obligation owed to the Disclosing Party; or
was independently developed by the Receiving Party.

(b) Standard of Care. The Receiving Party will use the same degree of care that it uses to protect the confidentiality of its own Confidential Information of like kind (but not less than reasonable care), except as otherwise authorized by the Disclosing Party in writing, to limit access to Confidential Information of the Disclosing Party to those of the Receiving Party’s and its affiliates’ employees and contractors who need that access for purposes consistent with these Terms and who have agreed to protections not materially less protective of the Confidential Information than those set forth in these Terms. Neither party will disclose the terms of these Terms to any third party other than its affiliates, legal counsel and accountants without the other party’s prior written consent, provided that a party that makes any such disclosure to any of its affiliates, legal counsel or accountants will remain responsible for such affiliate’s, legal counsel’s or accountant’s compliance with the Terms. Notwithstanding the foregoing, We may disclose the terms of these Terms to a subcontractor or affiliate to the extent necessary to perform Our obligations to You under the Terms, under terms of confidentiality materially as protective as set forth herein.

(c) Other Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party to the extent compelled by law or requested by a governmental authority to do so, provided the Receiving Party gives the Disclosing Party prior notice of the disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party’s cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party’s Confidential Information aspart of a civil proceeding to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party will reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to that Confidential Information. Notwithstanding the foregoing, We may disclose information We have about You (including Your identity) (i) in connection with any investigation or complaint regarding Your use of the Website, (ii) in connection with fraud protection purposes, (iii) to bring one or more legal actions to enforce Our rights, or (iv) pursuant to a civil subpoena.

9. Ownership; Limited License

The Services, including the text, graphics, images, photographs, videos, illustrations and other content contained therein, are owned by Mighty or Our licensors and are protected under both United States and foreign laws. Except as explicitly stated in these Terms, all rights in and to the Services are reserved by Us or Our licensors. Subject to Your compliance with these Terms, You are hereby granted a limited, nonexclusive, nontransferable, non-sublicensable, revocable license to access and use Our Services for the limited purposes for which We offer them. Any use of the Services other than as specifically authorized herein, without Our prior written permission, is strictly prohibited, will terminate the license granted herein and violate Our intellectual property rights.

Subject to these Terms, You expressly grant to Us, Our affiliates and Our and their respective contractors the non-exclusive, worldwide, perpetual, irrevocable, fully paid-up, royalty free right and license to use, host, copy, adapt, transmit, communicate, display, store, integrate, incorporate, and create compilations and derivative works of Your Data for the purpose of providing the Services and to improve, enhance, utilize and develop the services We provide or may in the future provide (including, without limitation, data services, underwriting services, analytical services, and business intelligence services). For the avoidance of doubt, Mighty may disclose or use data obtained or derived from use of Our Services for businesses purposes, including using certain aggregated and deidentified data for analysis, benchmarking, analytics, and marketing.

10. Trademarks

Mighty and Our logos, Our product or service names, Our slogans and the look and feel of the Services are trademarks of Mighty and may not be copied, imitated or used, in whole or in part, without Our prior written permission. All other trademarks, registered trademarks, product names and company names or logos mentioned on the Services are the property of their respective owners. Reference to any products, services, processes or other information by trade name, trademark, manufacturer, supplier or otherwise does not constitute or imply endorsement, sponsorship or recommendation by Us.

11. Feedback

You expressly grant to Us, Our affiliates and Our and their respective contractors the worldwide, perpetual, irrevocable, fully paid-up, royalty-free right and license to use and incorporate into Our and/or Our affiliates’ services, including the Services, any suggestion, enhancement request, recommendation, correction or other feedback provided by You or Your Authorized Users relating to the operation of Our or Our affiliates’ services.

12. Third-Party Content and Links

We may provide information about third-party products, services, activities or events, or We may allow third parties, including Your Invited Users, to make their content and information available on or through the Services (collectively, “Third-Party Content”). We provide Third-Party Content as a service to those interested in such content. Your dealings or correspondence with third parties and Your use of or interaction with any Third-Party Content are solely between You and the third party. Mighty does not control or endorse, and makes no representations or warranties regarding, any Third-Party Content, and Your access to and use of such Third-Party Content is at Your own risk.

In addition, our website or Services may contain (or you may be sent through our website) links to other websites or content belonging to or originating from third parties or links to websites and features in banners or other advertising. We do not investigate, monitor or check for accuracy, adequacy, validity, reliability, availability or completeness any such third party links. WE DO NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR THE ACCURACY OR RELIABILITY OF ANY INFORMATION OFFERED BY THIRD-PARTY WEBSITES LINKED TO THIS WEBSITE OR SERVICES. WE WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

13. Disclaimers

YOUR USE OF THE SERVICES IS AT YOUR SOLE RISK.EXCEPT AS OTHERWISE PROVIDED IN A WRITING BY US, OUR SERVICES ARE PROVIDED “AS IS” AND “AS AVAILABLE” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW.

IN ADDITION, MIGHTY DOES NOT REPRESENT OR WARRANT THAT THE SERVICES ARE ACCURATE, COMPLETE, RELIABLE, CURRENT OR ERROR-FREE. WHILE MIGHTY ATTEMPTS TO MAKE YOUR USE OF OUR SERVICES SAFE, WE CANNOT AND DONOT REPRESENT OR WARRANT THAT OUR SERVICES OR SERVERS ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. YOU ASSUME THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SERVICES.

EACH PARTY DISCLAIMS ALL LIABILITY AND INDEMNIFICATION OBLIGATIONS FOR ANY HARM OR DAMAGES CAUSED BY ANY THIRD-PARTY HOSTING PROVIDERS.

14. Indemnification

(a) Indemnification by Us. We will indemnify, defend and hold You harmless against any claim, demand, suit or proceeding made or brought against You by a third party alleging that any of the Services infringes or misappropriates such third party’s intellectual property rights (a “Claim Against You”), and will indemnify You from any damages, out-of-pocket attorney fees and out-of-pocket costs finally awarded against You as a result of, or for amounts paid by You under a settlement approved by Us in writing of a Claim Against You, provided You: (a) promptly give Us written notice of the Claim Against You, (b) give Us sole control of the defense and settlement of the Claim Against You (except that We may not settle any Claim Against You unless it unconditionally releases You of all liability), and (c) give Us all reasonable assistance, at Our expense, in connection with such Claim Against You.

If We receive information about an infringement or misappropriation claim related to all or part of the Services, We may in Our discretion and at no cost to You: (i) modify the Services so that they are no longer claimed to infringe or misappropriate, which modification will be deemed not to breach Our warranties; (ii) obtain a license for Your continued use of that portion of the Services that is the subject of the alleged infringement or misappropriation; or (iii) terminate Your subscription upon thirty (30) days’ written notice and refund You any prepaid fees covering the remainder of the term. The above defense and indemnification obligations do not apply to the extent a Claim Against You arises from Your use of the Services in violation of these Terms. This section states Our sole liability to You, and Your exclusive remedy against Us, for any type of claim described in this section.

(b) Indemnification by You. To the fullest extent permitted by applicable law, You will indemnify, defend and hold harmless Mighty and Our subsidiaries and affiliates, and each of Our respective officers, directors, agents, partners and employees (individually and collectively, the “Mighty Parties”) from and against any losses, liabilities, claims, demands, expenses, costs or proceeding(including reasonable attorneys’, accountants’, investigators’ and experts’ fees and expenses) made or brought against the Mighty Parties or incurred by the Mighty Parties in connection with the defense or investigation of any claim(each a “Claim Against Us”) arising out of related to (a) Your access to or use of the Services; (b) Your Data; (c) Your Feedback; (d) Your violation of these Terms; (e) Your violation, misappropriation, or infringement of any rights of another (including intellectual property rights or privacy rights), which may or may not be related to Your Data; (f) Your conduct in connection with the Services; (g) any subpoenas, summons, requests or other legal actions We may become subject to related to or requesting Your Data; or (h) illegal activity, intentional misconduct, gross negligence or breach of any agreement or representation and warranty in these Terms or in the Business Associate Addendum or the Subcontractor Business Associate Addendum, if applicable, by You or Your managers, officers, equity holders, employees, agents, successors and permitted assigns. You will indemnify the Mighty Parties from any damages, out-of-pocket attorney fees and out-of-pocket costs finally awarded against the Mighty Parties as a result of, or for any amounts paid by Us under a settlement approved by You in writing of, a Claim Against Us, provided the Mighty Parties: (a) promptly give You written notice of the Claim Against Us; (b) give You sole control of the defense and settlement of the Claim Against Us (except that You may not settle any Claim Against Us unless it unconditionally releases the Mighty Parties of all liability); and (c) give You all reasonable assistance, at Your expense in connection with such Claim Against Us. This indemnity is in addition to, and not in lieu of, any other indemnities set forth in a written agreement between You and Mighty or the other Mighty Parties.

Without limiting the above, if We receive any subpoenas, summons, requests or other legal actions We are subject to related to or requesting Your Data, We may, but are not required to, transfer responsibility for responding to such matters to You, which You agree to address promptly and at Your sole cost and expense.

15. Limitation of Liability

(a) NOTWITHSTANDING ANYTHING TO THE CONTRARY IN THESE TERMS, IN NO EVENT SHALL THE AGGREGATE LIABILITY OF MIGHTY AND THE OTHER MIGHTY PARTIES FOR ANY CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE SERVICES, REGARDLESS OF THE FORM OF THE ACTION, EXCEED THE GREATER OF $50 OR TOTAL AMOUNT PAID BY YOU AND YOUR AFFILIATES HEREUNDER FOR THE SERVICES GIVING RISE TO THE LIABILITY IN THE TWELVE (12) MONTHS PRECEDING THE FIRST INCIDENT OUT OF WHICH THE LIABILITY AROSE.

(b) TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT WILL MIGHTY AND THE OTHER MIGHTY PARTIES BE LIABLE TO YOU UNDER ANY THEORY OF LIABILITY—WHETHER BASED IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, WARRANTY, OR OTHERWISE—FOR ANY LOST PROFITS, REVENUES, GOODWILL, OR INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, EXEMPLARY, OR PUNITIVE DAMAGES,EVEN IF MIGHTY OR THE OTHER MIGHTY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR IF A PARTY’S OR ITS AFFILIATES’ REMEDY OTHERWISE FAILS OFITS ESSENTIAL PURPOSE.

(c) THE LIMITATIONS SET FORTH IN THIS SECTION 15 WILL NOT LIMIT OR EXCLUDE LIABILITY FOR THE GROSS NEGLIGENCE, FRAUD OR INTENTIONAL MISCONDUCT OF MIGHTY OR THE OTHER MIGHTY PARTIES OR FOR ANY OTHER MATTERS IN WHICH LIABILITY CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW. ADDITIONALLY, SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS OR EXCLUSIONS MAY NOT APPLY TO YOU.

16. Term and Termination

(a) Termination. Except as detailed in a relevant order form,You may terminate the Terms for any or no reason upon thirty (30) days’ prior written notice to Us. Notwithstanding the foregoing, We may terminate the Terms or provision of any Services or any part of any Services for any or no reason upon providing notice to You. No refund will be provided in connection with any termination of paid Services unless required by law or these Terms.

(b) Your Data Portability and Deletion. You may access and copy Your Data at any time during the term of these Terms. Upon the expiration or termination of these Terms, You will have an opportunity to access and copy Your Data for a period of thirty (30) days from the effective date of such expiration or termination (“Grace Period”). After the Grace Period, We shall have no obligation to provide access to any materials, data or content provided by You or Your Authorized Users and You should expect that same will be permanently lost and irretrievable. Notwithstanding the foregoing, Mighty retains data and information for as long as it deems reasonably necessary to provide its goods and services, to support its business operations or purposes, and/or to meet legal or contractual obligations.

(c) Surviving Provisions. The sections titled “Confidentiality,”“Ownership; Limited License,” “Disclaimers”, “Indemnification,” “Limitation of Liability”, “Term and Termination,” “Dispute Resolution; Binding Arbitration,”“Governing Law and Venue,” “Amendments,” “Severability,” and “Miscellaneous” will survive any termination or expiration of the Terms.

17. Release

To the fullest extent permitted by applicable law, You release Mighty and the other Mighty Parties from responsibility, liability, claims, demands and/or damages (actual and consequential) of every kind and nature, known and unknown (including claims of negligence), arising out of or related to disputes between users and the acts or omissions of third parties. If You are a consumer who resides in California, You hereby waive Your rights under California Civil Code§ 1542, which provides: “A general release does not extend to claims which the creditor does not know or suspect to exist in his or her favor at the time of executing the release, which if known by him or her must have materially affected his or her settlement with the debtor.”

18. Transfer and Processing Data

Our Services are only offered in the United States. In order for Us to provide the Services, You agree that We may process and store information about You in the United States and in other countries, where You may not have the same rights and protections as You do under local law.

19. Dispute Resolution; Binding Arbitration

Please read the following section carefully because it requires You to arbitrate certain disputes and claims with Mighty and limits the manner in which You can seek relief from Us, unless You opt out of arbitration by following the instructions set forth below. No class or representative actions or arbitrations are allowed under this arbitration provision. In addition, arbitration precludes You from suing in court or having a jury trial.

(a) Arbitration of Disputes. Except for disputes in which You or Mighty seeks injunctive or other equitable relief for alleged infringement or misappropriation of intellectual property, You and Mighty waive Your rights to a jury trial and to have any other dispute arising out of or related to these Terms or the Services, including claims related to privacy and data security, (collectively, “Disputes”) resolved in court. Instead, for any Dispute that You have against Mighty, You agree to first contact Mighty and attempt to resolve the claim informally by sending a written notice of Your claim (“Notice”) to Mighty by email at legal@mighty.com or certified mail addressed to Legal Department, Mighty, 43 West 24th Street, Sixth Floor, New York, New York 10010. The notice must (a) include Your name, residence address, email address, and telephone number; (b) describe the nature and basis of the Dispute; and (c)set forth the specific relief sought. Our notice to You will be similar in form to that described above. If You and Mighty cannot reach an agreement to resolve the Dispute within thirty (30) days after such Notice is received, then either party may submit the Dispute to binding arbitration in New York, New York. The arbitration shall be administered by JAMS in accordance with the JAMS Streamlined Arbitration Rules and Procedures (“JAMS Rules”) and the arbitrator shall be selected in accordance with the JAMS Rules. The most recent version of the JAMS Rules are available on the JAMS website and are hereby incorporated by reference. You either acknowledge and agree that You have read and understand the JAMS Rules or waive Your opportunity to read the JAMS Rules and waive any claim that the JAMS Rules are unfair or should not apply for any reason. The arbitrator shall award to the prevailing party, if any, reasonable costs and fees associated with the arbitration. The award shall be in writing, signed by the arbitrator, and shall include a statement regarding the reasons for disposition of any dispute, controversy or claim.

Judgment on the arbitration award may be entered in any court having jurisdiction. This paragraph shall not preclude any party from seeking provisional remedies in aid of arbitration from a court of appropriate jurisdiction. The parties consent to the jurisdiction of any state or federal court located in New York, New York, for purposes of this paragraph. Except for purposes of this paragraph, the parties agree that an arbitration shall be a confidential, private proceeding.

(b) You and Mighty agree that these Terms affect interstate commerce and that the enforceability of this Section 19 will be substantively and procedurally governed by the Federal Arbitration Act, 9 U.S.C. § 1, et seq.(the “FAA”), to the maximum extent permitted by applicable law. As limited by the FAA, these Terms and the JAMS Rules, the arbitrator will have exclusive authority to make all procedural and substantive decisions regarding any Dispute and to grant any remedy that would otherwise be available in court, including the power to determine the question of arbitrability. The arbitrator may conduct only an individual arbitration and may not consolidate more than one individual’s claims, preside over any type of class or representative proceeding or preside over any proceeding involving more than one individual.

(c) You have the right to opt out of binding arbitration within 30 days of the date You first accepted the terms of this Section 19 by doing so by sending a notice by certified mail addressed to Legal Department, Mighty, 43 West 24th Street, Sixth Floor, New York, New York 10010. In order to be effective, the opt-out notice must include Your full name and address and clearly indicate Your intent to opt out of binding arbitration. By opting out of binding arbitration, You are agreeing to resolve Disputes in accordance with Section 20.

(d) Class Action Waiver. YOU AND MIGHTY AGREE THAT ANY DISPUTE ARISING OUT OF OR RELATED TO THESE TERMS OR THE SERVICES IS PERSONAL TO YOU AND MIGHTY AND THAT ANY DISPUTE WILL BE RESOLVED SOLELY THROUGH INDIVIDUAL ACTION, AND WILL NOT BE BROUGHT AS A CLASS ACTION, CLASS ARBITRATION, OR ANY OTHER TYPE OF REPRESENTATIVE PROCEEDING.

(e) Manner of Giving Notice. Except where specified otherwise in the Terms, notices shall be sufficiently given for all purposes if in writing and delivered personally, delivered by documented same-or next-day delivery service(i.e. local courier, FedEx, UPS) or, to the extent receipt by the intended recipient is confirmed, sent by email, fax or other electronic transmission:(a) if to Us, sent to Mighty, 43 West 24th Street, Sixth Floor, New York, New York 10010; and (b) if to You, at the address for You reflected in Our records. Notices shall be addressed to the intended recipient at the address for such recipient determined in accordance with the immediately preceding sentence or at such other address as such recipient may from time-to-time designate by notice in accordance with this Section, and shall be deemed given as of the date of actual delivery.

20. Governing Law and Venue

Any dispute arising from these Terms and Your use of the Services will be governed by and construed and enforced in accordance with the laws of the state of New York, except to the extent preempted by U.S. federal law, without regard to conflict of law rules or principles (whether of New York or any other jurisdiction) that would cause the application of the laws of any other jurisdiction. Any dispute between the parties that is not subject to arbitration or cannot be heard in small claims court will be resolved in the state or federal courts of New York and the United States, respectively, sitting in New York, New York.

21. Modifying Our Services

We reserve the right to modify Our Services or to suspend or stop providing all or portions of Our Services at any time. You also have the right to stop using Our Services at any time. If We discontinue providing all or a portion of the Services, We will, where reasonably possible, give You advance notice and a chance to access and move Your content and Your Data to another service. We are not responsible for any loss or harm related to Your inability to access or use Our Services.

22. Amendments

We may change, modify, add or remove portions of these Terms from time to time and the revised Terms will supersede prior versions. Unless We say otherwise, revisions will be effective upon the date indicated at the beginning of these Terms. You will be responsible to check the Terms for any revisions. Your continued access to or use of the Services constitutes Your acceptance of any revisions. If You do not agree to the revisions, You should stop using the Services.

The features, functions and actions by Mighty in the provision of the Services may change over time. It is Your responsibility to ensure that changes to the Services are compatible with Your then-current use of the Services.

23. Mighty Rewards

Mighty may, from time to time, offer points to Customers or Users, which we may redeem for various rewards, for participating in certain of our Services through our “Mighty Rewards” program, which is outlined generally at https://www.mighty.com/rewards, or any similar reward program (the “Rewards Program”). Mighty shall have the right to cancel, modify, suspend, or alter the terms and conditions of a Rewards Program, at its sole discretion, and at any time. In addition, Mighty may cancel, modify, suspend, or alter a Users’ participation in a Rewards Program at its sole discretion at any time for any reason. The cancellation, modification, suspension, or alteration of a Rewards Program shall be effective immediately upon updating these Terms or updating any other forum that describes a Rewards Program and otherwise as described these Terms.

24. Miscellaneous

(a) Export Compliance. The Services, other technology We make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Each party represents that it is not named on any U.S. government denied-party list. You shall not permit Authorized Users to access or use any of the Services in a U.S. embargoed country (currently Cuba, Iran, North Korea, Sudan, Syria or Crimea) or in violation of any U.S. export law or regulation.

(b) Anti-Corruption. You agree that You have not received or been offered any illegal or improper bribe, kickback, payment, gift, or thing of value from any of Our employees or agents in connection with the Terms. Reasonable gifts and entertainment provided in the ordinary course of business do not violate the above restriction. If You learn of any violation of the above restriction, You will use reasonable efforts to promptly notify Our legal department at legal@mighty.com.

(c) Federal Government End Use Provisions. If We provide the Services, including related software and technology, for ultimate federal government end use, We do so solely in accordance with the following: Government technical data and software rights related to the Services include only those rights customarily provided to the public as defined in the Terms. This customary commercial license is provided in accordance with FAR12.211(Technical Data) and FAR 12.212 (Software) and, for Department of Defense transactions, DFAR 252.227-7015 (Technical Data –Commercial Items) and DFAR227.7202-3 (Rights in Commercial Computer Software or Computer Software Documentation). If a government agency has a need for rights not granted under these Terms, it must negotiate with Us to determine if there are acceptable terms for granting those rights, and a mutually acceptable written addendum specifically granting those rights must be included in any applicable agreement.

(d) Entire Agreement. These Terms constitute the entire agreement between You and Us regarding Your use of Mighty Services and Content and supersede all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter.

(e) Assignment. Neither party may assign any of its rights or obligations under the Terms, whether by operation of Law or otherwise, without the other party’s prior written consent (not to be unreasonably withheld); provided, however, either party may assign the Terms in their entirety, without the other party’s consent to its affiliate or in connection with a merger, acquisition, corporate reorganization, or sale of all or substantially all of its assets. Notwithstanding the foregoing, if a party is acquired by, sells all or substantially all of its assets to, or undergoes a change of control in favor of, a direct competitor of the other party, then such other party may terminate the Terms upon written notice. In the event of such a termination, We will refund to You any prepaid fees allocable to the period after the effective date of such termination through the remainder of the term. Subject to the foregoing, the Terms will bind and inure to the benefit of the parties, their respective successors and permitted assigns.

(f) Relationship of the Parties. The parties are independent contractors. The Terms do not create a partnership, franchise, joint venture, agency, fiduciary or employment relationship between the parties. The Terms shall be interpreted in accordance with the plain meaning of the words used and shall not be construed in favor of, or against, either party.

(g) Third-Party Beneficiaries. Except as otherwise provided herein, these Terms are intended solely for the benefit of the parties and are not intended to confer third-party beneficiary rights upon any other person or entity.

(h) Waiver. The failure of Mighty to exercise or enforce any right or provision of these Terms will not operate as a waiver of such right or provision.

(i) Severability. If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.

(j) Consent to Electronic Communications. You agree that communications and transactions between Us may be conducted electronically and that any documents that are required to be delivered in writing can be delivered to You electronically.

(k) Interpretation. The section titles in these Terms are for convenience only and have no legal or contractual effect. Use of the word “including” will be interpreted to mean “including without limitation.”

(l) Use and Disclosure. You specifically acknowledge and agree that Our provision of the Services may involve the use and/or disclosure of Your Data, excluding Protected Health Information, to contact, solicit and market to potential customers of the Services.

You instruct Us to use and disclose Your Data as necessary to:

provide the Services, including without limitation detecting, preventing, and investigating security incidents, fraud, spam, or unlawful use of the Services;
respond to any technical problems or Customer queries and ensure the proper working of the Services;
to protect Ourselves, Our other customers and/or the public from harm or illegal activities, or the Services;
to respond to an emergency, which We believe, in good faith, requires Us to disclose Your Data to assist in preventing a death or serious bodily injury; or
comply with any applicable Law, legal process or government request.

(m) HIPAA Compliance. You and We agree that Our provision of the Services may involve the creation, receipt, use, disclosure, maintenance, and/or transmission of Protected Health Information that is protected under HIPAA and in such instance We agree to perform all of the Services involving Protected Health Information in material compliance with HIPAA. If You are or become a Covered Entity (as defined under HIPAA) and We meet the definition of Your Business Associate (as defined under HIPAA) in connection with Our provision of the Services that involves Protected Health Information, by agreeing to these Terms, You and We also simultaneously shall be deemed to have entered into the Business Associate Addendum and agree to abide by its terms. If You are or become a Business Associate of one or more Covered Entities and We meet the definition of Your Subcontractor Business Associate (as defined under HIPAA) in connection with Our provision of the Services that involve Protected Health Information, by agreeing to these Terms, You and We also simultaneously shall be deemed to have entered into the Subcontractor Business Associate Addendum and agree to abide by its terms.

(n) Under California Civil Code Section 1789.3, California consumers are entitled to the following specific consumer rights notice: The Complaint Assistance Unit of the Division of Consumer Services of the California Department of Consumer Affairs may be contacted in writing at 1625 N. Market Blvd., Suite N-112, Sacramento,California 95834, or by telephone at 1 (800) 952-5210.

(o) Electronic Messaging. You agree that your use of any SMS text messaging capabilities, email capabilities, or similar electronic messaging capabilities (“Electronic Messaging Capabilities”), provided through Our Services, including those provided through third-party services or APIs, will be for the purpose of communicating with individuals with whom You have established a prior relationship and who have provided express consent to be contacted through the relevant form of Electronic Messaging Capabilities, and that you have provided a mechanism to any such individuals to permit opting out of SMS text messaging at any time. You will not use the SMS text messaging capabilities of Our Services for marketing purposes. You further agree that your use of any such Electronic Messaging Capabilities through our service will be done in compliance with the Telephone Consumer Protection Act, CTIA’s Messaging Principles and Best Practices, FCC regulations, and any other applicable laws and regulations.