License to Mitoworld Software

Terms of Service
Version effective: 05/01/2022
  1. 1.
    INTRODUCTION
These Terms of Service (these “Terms”) govern your access to and use of certain products, services and properties made available by Virtualtech Frontier SDN BHD, (“we,” “us” or “our”). Our products, services and properties include, without limitation, the creation, purchase, sale, exchange, modification and other use of digital art gallery metaverse Worlds, as well as additional and related digital assets; our online and/or mobile services, including the site(s) and/or app(s) through which these Terms are made available (collectively, the “Website” or “Mitoworld”`), and software provided on or in connection with those services (collectively, the “Service”). (As used herein, the term “you” (including any variant) refers to each individual who enters into these Terms on such individual’s own behalf or any entity on behalf of which an individual enters into these Terms.) Certain features of the Services may be subject to additional guidelines, terms, or rules (“Supplemental Terms”), which will be displayed in connection with such features. These Terms and all such Supplemental Terms, which are incorporated by reference, are collectively referred to as the “Agreement.” If these Terms are inconsistent with any Supplemental Terms, the Supplemental Terms shall control solely with respect to such services.
WE ARE NOT A BROKER, FINANCIAL INSTITUTION, OR CREDITOR. YOU BEAR FULL RESPONSIBILITY FOR VERIFYING THE IDENTITY, LEGITIMACY, AND AUTHENTICITY OF ANY ITEMS YOU PURCHASE THROUGH OR IN CONNECTION WITH THE SERVICES. EXCEPT WHERE EXPRESSLY STATED AT THE POINT OF SALE FOR ANY PURCHASE, WE MAKE NO CLAIMS ABOUT THE IDENTITY, LEGITIMACY, OR AUTHENTICITY OF ITEMS OFFERED FOR SALE ON OR THROUGH THE SERVICE.
THIS AGREEMENT AFFECTS YOUR LEGAL RIGHTS, SO PLEASE READ CAREFULLY. BY CLICKING ON ANY “I ACCEPT” BUTTON, PURCHASING OR OFFERING TO PURCHASE ANY DIGITAL ASSETS OR SERVICES MADE AVAILABLE BY US THROUGH THE SERVICE, AND/OR OTHERWISE USING THE SERVICE, YOU AGREE TO BE BOUND BY THIS AGREEMENT AND ALL OF THE TERMS INCORPORATED HEREIN. If you do not agree to this Agreement, you may not access or use the Service or purchase any NFTs.
THE SERVICE INCLUDES A MARKETPLACE WHICH ALLOWS USERS TO OFFER TO SELL AND SELL NFTS TO, AND OFFER TO BUY AND BUY NFTS FROM OTHER USERS. ALL NFTS MADE AVAILABLE THROUGH THE MARKETPLACE ARE FURNISHED BY OR ON BEHALF OF SELLERS IN CONNECTION WITH SUCH SALES. YOU AGREE THAT, EXCEPT WHERE MITOWORLD IS THE SELLER IN SUCH SALE, WE SHALL NOT BE A PARTY TO OR HAVE ANY RESPONSIBILITY OR LIABILITY FOR, ARISING OUT OF, RELATING TO, ASSOCIATED WITH OR RESULTING FROM ANY DISPUTES BETWEEN YOU AND ANY SELLER OF NFTS WITH RESPECT TO THE USE, MISUSE, PROVISION OR FAILURE TO PROVIDE ANY NFTS.
PLEASE BE AWARE THAT SECTION 7 OF THIS AGREEMENT, BELOW, CONTAINS YOUR OPT-IN CONSENT TO RECEIVE ELECTRONIC COMMUNICATIONS FROM US.
We reserve the right to change or modify this Agreement at any time and in our sole discretion. If we make changes to this Agreement, we will provide notice of such changes, such as by sending an email notification, providing notice through the Service or updating the “Last Updated” date at the beginning of this Agreement. By continuing to access or use the Service at any point after such update, you confirm your acceptance of the revised Terms and all of the terms incorporated therein by reference. We encourage you to review this Agreement frequently to ensure that you understand the terms and conditions that apply when you access or use the Service. If you do not agree to the revised Terms, you may not access or use the Service.
  1. 1.
    THE BASIC LICENSE
‍Subject to the terms of this Agreement, You (the Customer, or if the Customer is an Organization, You the User) are hereby granted a limited, nonexclusive, non-transferable and royalty-free right and license to use the Service including any Mitoworld-provided Materials solely during the Term (as defined below) for Your work, creativity, socializing, collaboration and production during the Term. The Software is licensed to You for Your use during the Term, but not sold to You.  However, You have the right to download and use the Service on Your preferred computers and devices, provided that all use of the Service is by You, that is, Your own use and not use by any other person.  You have no right to sublicense it to others, nor to assign any rights granted to You by this Agreement or to give Your login credentials to any other person. However, You may encourage Your colleagues and friends to sample Mitoworld’s Service; enthusiastic Users of Mitoworld often help to expand use within an Organization and/or among peers and colleagues.
  1. 1.
    SCOPE OF USE
Your license to the Service gives You the right to use and sample the Service during the Term, subject to the limits that apply to the particular license You obtain, as may be indicated in Your Order Form or in a notification from Mitoworld, as Mitoworld is constantly enhancing functionality.  Mitoworld will use commercially reasonable efforts to provide You with online notice, or notice to Your account, in the event it imposes or modifies technical or numerical limitations on use or makes available new features. This Agreement covers the MitoLite and the MitoPlus versions of the Mitoworld Service, as well as the version sometimes favored by larger organizations called Enterprise, and may cover new options released in the future.  Mitoworld reserves the right to apply technical and/or numerical limitations on use of the features it now makes available and will make available in the Service, which may vary by the version of license to the Service that You obtain.  Such limitations and/or User options on features in the Service may include without limitation: (i) the volume of Customer Content (as defined in Section 11), (ii) the number of people who can join the meeting simultaneously [Concurrent Users], (iii) the number of “Blueprints” that people can access; (iv) integration of the Service with other software, and (v) other enhanced features pertaining to operational, organizational and security management.  A “Blueprint” is the virtual locale where You can upload Customer Content as well as meet and interact with other Users. There is no limit on how many times You can use the Service during the Term. Larger organizations that may have special needs and potentially many Users may opt to enter into a separate agreement with us for the Enterprise version of the Service, in which case this Agreement shall apply to the extent it does not conflict with or is superseded by the Enterprise agreement.  
  1. 1.
    ATTRIBUTION TO MITOWORLD
Use of Mitoworld’s Service to provide a service to Your own customers, including creating or setting up World(s) for the benefit of Your customers, building or offering custom content or environments for Your customer, providing onboarding or any type of support for any content or World created with the Service is strictly prohibited UNLESS clear attribution to Mitoworld is given as follows.  Your customer must know that You have used Mitoworld’s Service to enable You to provide Your own services, and that Your customer’s use of any World (but not the Customer Content created by You) is provided courtesy of Mitoworld.  The World or any content that You create and provide to such customer must clearly indicate in a very visible matter a link to Mitoworld’s website homepage, https://www.mitoworld.io, so that the Your customer/user is made aware that he/she/it may access and use Mitoworld’s Service independently from Your services unless there is a special arrangement with us.  In addition You must visibly differentiate for Your users’/customers’ benefit what You have provided, and what portion of the services that You have provided derive from Mitoworld’s Service/platform.  Mitoworld reserves the right to disable Your account in the event that You do not provide adequate attribution to Mitoworld in connection with any such services You offer.
  1. 1.
    CUSTOMER ACCOUNTS AND USER ACCESS 
You will need to set up Your account on Mitoworld’s website,  https://www.mitoworld.io.  Customer may only permit Users it has authorized to use the Service; provided that Customer must ensure that each User complies with all applicable terms and conditions of this Agreement (including applicable privacy policies, acceptable use policies and other general terms and conditions), and is fully and directly responsible to Mitoworld for any act or omission by each User in connection with their use of the Service, whether such User is an employee, contractor or agent of Customer.  Customer will, and will require all Users to, use all reasonable means to secure Usernames and passwords, and hardware and software used to access the Service in accordance with customary security protocols, and will promptly notify Mitoworld if Customer knows or reasonably suspects that any Username and/or password has been compromised. Each account for access to and use of the Service may only be accessed and used by the specific User for whom such account is created. Customer will further ensure that no User misrepresents his or her identity or otherwise provides any deceptive or misleading profile information or images when creating an account and/or a virtual avatar to use with the Service. You as Customer and/or User will have access to Worlds into which certain Customer Content (as defined below) may be uploaded and shared among Users, unless You control access to the World as explained in Section 14 below. You as Customer and/or User hereby acknowledge and agree that You are solely responsible for managing all access controls, limits and permissions within the Service with respect to Users and their ability to access Worlds or any Customer Content therein.
  1. 1.
    CUSTOMER DIGITAL WALLET
In order to access or participate in certain features of the Service (e.g., showcasing NFT artwork in a World, accessing, establishing or maintaining a World, connecting multiple Worlds, or engaging in a transaction involving any NFT), you must have a third-party software based digital wallet compatible with the Service that allows you to purchase, store, and engage in transactions using cryptocurrency and NFTs (a “Digital Wallet”, and the profile of each user who has connected a Digital Wallet to the Service, an “Account”). In order to be successfully completed, any transaction involving NFTs initiated by or sent to your Digital Wallet must be confirmed by and recorded on the blockchain supporting such NFT. Mitoworld does not own, operate, or control your Digital Wallet. Mitoworld has no control over any blockchain and therefore cannot and does not ensure that any transaction details that you submit or receive via our Service will be validated by or confirmed on the relevant blockchain, and Mitoworld does not have the ability to facilitate any cancellation or modification requests. ALL TRANSACTIONS INITIATED THROUGH OUR SERVICE ARE EFFECTED BY THIRD-PARTY DIGITAL WALLET EXTENSIONS. BY USING OUR SERVICE YOU AGREE THAT SUCH TRANSACTIONS ARE GOVERNED BY THE TERMS OF SERVICE AND PRIVACY POLICY FOR THE APPLICABLE EXTENSIONS. You accept and acknowledge that you take full responsibility for all activities that you effect through your Digital Wallet and accept all risks of loss, including loss as a result of any authorized or unauthorized access to your Digital Wallet, to the maximum extent permitted by law. d. Mitoworld is not an agent or intermediary of any user. Mitoworld does not store or have access to or control over any NFT or any of user’s private keys, passwords, Digital Wallets, or other property. Mitoworld is not capable of performing transactions or sending transaction messages on behalf of any user. The Service does not hold, and cannot purchase, sell, or trade any NFT. All transactions related to the Service are effected and recorded solely through the interactions of the user with the blockchain, which is not under the control of or affiliated with Mitoworld or the Service.
  1. 1.
    CONSENT TO ELECTRONIC COMMUNICATION
By contacting Mitoworld via email or by using the Service, you consent to receive electronic communications from Mitoworld (e.g., via email or by posting notices to the Service or to Mitoworld’s official accounts on social media properties). These communications may include notices about your use of the Service (e.g., transactional information) and are part of your relationship with us. You agree that any notices, agreements, disclosures or other communications that we send to you electronically will satisfy any legal communication requirements, including, but not limited to, that such communications be in writing. You should maintain copies of electronic communications from us by printing a paper copy or saving an electronic copy. We have no obligation to store for your later use or access any such electronic communications that we make to you.
  1. 1.
    TERM OF LICENSE
The license granted to You, which is a subscription license, for the MitoLite potentially limited-use version of the Service, and for the full-use MitoPlus version of the Service runs from Your download of the Software onto any computer or device and ends after the time period specified in Your Order Form, normally one (1) year [Term]. The annual MitoPlus license will renew automatically for additional periods of one (1) year upon Your payment of the renewal invoice, unless either party informs the other party at least thirty (30) days prior to the then current initial Term or renewal term that it does not wish to renew the Term.  The initial Term and any renewal term constitute the Term. Upon expiration of the Term if We will maintain the World(s) You created and Mitoworld serves the right to delete your World should your World has been inactive for more than 6 months.The duration of use of the Enterprise version and the renewal terms will be as agreed with Mitoworld.
  1. 1.
    PAYMENT OBLIGATIONS
When You purchase the MitoPlus version of the Service, the fees are specified at checkout in the Order Form, and are paid in advance, and You will have the option at checkout to pay for the entire year, or to pay monthly.  If You are signing up for Mitoworld for the first time, You will be entitled to have a one-month free trial, so that You can sample the Service with Your User group.  When the free trial expired, You will have to subscribe to the MitoPlus version of the service officially and You will be billed monthly or yearly according to the subscription plan You chose.  Payment obligations are non-cancelable and the fees are non-refundable unless otherwise indicated in this Agreement.  You can go to Mitoworld’s Help documentation at support.Mitoworld.io for more information about plan offerings and the corresponding payment options.  If Mitoworld agrees in its sole discretion that Customer will be invoiced by email, full payment must be received on net 30-day terms from date of invoice. All fees stated are exclusive of taxes and charges of any nature, such as levies, duties, value-added taxes, excise taxes, use or withholding taxes that may be assessed by any jurisdiction. Customer is responsible for paying all Taxes assessed on its purchase or renewal of a license, other than taxes based on Mitoworld’s net income.  In the event that Your jurisdiction imposes income tax withholding on Your purchase or renewal of a license, You must gross up Your payment to Mitoworld so that it yields us the amount of fees stated in the online Order Form. 
  1. 1.
    RESTRICTIONS ON USE AND DISCLOSURE
When You access or use any Mitoworld Software or Materials, You agree that You will not copy, reverse engineer, decompile or disassemble the Software or any portion thereof, nor attempt any activities not expressly permitted by this Agreement.  Further, You understand and agree that the Software is the Confidential Information (as defined in Section 13) and property of Mitoworld.  Accordingly, You agree not to disclose the Software nor any Confidential Information about the Software, the Service or Mitoworld, in whole or in part, to any third party without the prior express written consent of Mitoworld in each instance.  In particular, You will not disclose to any third party or disseminate to the public (except privately to Mitoworld), publish on the internet or elsewhere any tests run on the Software or results of such tests (if You are using a beta or evaluation version of the Software), or any Feedback concerning the Software or Service without written permission from Mitoworld. Notwithstanding the foregoing, Your opinions and comments are NOT Confidential Information, as long as they do not contain Confidential Information as defined in Section 13.  We appreciate Your Feedback (defined in Section 14), and therefore subject to the restriction in the previous sentence, You are free to post and blog about Mitoworld and Your experience, on Your own website or on social media, and to review and critique our products/Service, tweet out links to galleries and other third parties as You wish. Mitoworld hosts the Worlds that You may create and/or use on its servers.  Consequently Mitoworld has the right, but not the obligation, to monitor the activities that take place in its Worlds, primarily to ensure that there is no illegal activity taking place in the Worlds, or to respond to information we receive from other Users or third parties. (a) In the event that You undertake activities in any World or otherwise in Your use of Mitoworld that violate applicable law or that put Mitoworld’s reputation at risk, we have the right to suspend Your account and access to the Service, or take down a given World, as we deem necessary to ensure that illegal, scandalous, obscene or defamatory activities do not take place. (b) Mitoworld in no way endorses any activities that You undertake, or products or services that You offer (whether or not for sale) using Mitoworld or within a World. You must never in any way, directly or indirectly, imply, insinuate, suggest or state that Mitoworld endorses or sponsors any activities, offers, products or services undertaken, advertised, promoted or offered by You.  In the event we deem that You have given an impression or even created ambiguity about this issue, we will ask or if we deem it necessary require You to include a prominent statement in Your World or advertisement/offer stating that Mitoworld neither sponsors nor endorses the activity, service or product that You are promoting or offering.  (c) Mitoworld hereby disclaims all liability that might arise from any claim relating to any activity that takes place in a World or using Mitoworld, including without limitation any promotional or sales activity by or deriving from any act or omission of any User of the Service or visitor to any World, unless otherwise indicated in this Agreement. You agree to indemnify and hold Mitoworld harmless should any liability arise from Your conduct if it violates the restrictions set forth in this paragraph.
  1. 1.
    OWNERSHIP
The Service, Software and any Materials provided by Mitoworld or obtained or accessed by You from Mitoworld or its agents shall remain the sole property of Mitoworld and its successors assigns, and under no circumstances may be used in any way other than pursuant to this Agreement or other agreement between You and Mitoworld, nor may any Software or Materials, or Service, be retained, sold, or reproduced by any means by You except as specified in this Agreement or the Mitoworld documentation, and You shall have no intellectual property rights, including but not limited to trade secrets, trademarks, patent rights, copyrights and moral rights in the Service or any of the Software and Materials [Intellectual Property Rights], and upgrades, updates and derivative works thereto.  No right or license is granted to You or to any third party by implication, estoppel or otherwise, other than the express rights set forth in this Agreement. Mitoworld may discontinue development of the Software at any time, which will not affect Your subscription license during the Term.  Any rights that You acquire in such Service, Software and/or Materials, other than the license rights granted by this Agreement, are hereby assigned to Mitoworld, including all intellectual property rights that You may have or acquire anywhere in the world (including moral rights, to the maximum extent permitted by applicable law), and any other rights You may have pertaining to the Service provided by or made accessible by Mitoworld.  You will not attempt to register any Intellectual Property Rights anywhere in the world. Notwithstanding the foregoing, the Customer (whether You or the Organization You represent) retains all rights in all content not provided by or made accessible by Mitoworld that You use in Worlds with the Service [Customer Content], or which is used more broadly as described in Section X below, and in any personally identifiable information or personal data [PII] that Users and/or Customers provide to Mitoworld to facilitate provisioning of the Service, which remains the property of the data subjects who provided such PII, except as otherwise indicated in Section X below.  The PII that is provided to Mitoworld in order to establish accounts and provide the Service consists of User name, email address, and may include a photo/image to create the User avatar, and GPS or location information about the User.  Given that You may choose to create an avatar that is not a photo or image of You, such avatar may not constitute PII. Similarly, a User name that You choose to use with Your Customer Content that is accessible to other Users and possibly to the public but which is not Your actual name also may not constitute PII. So whether You choose to publicly list PII is basically Your choice. All  PII remains the property of the Customer/User/data subject. In other words, what Mitoworld brings to the relationship remains Mitoworld’s property subject to its ownership of all Intellectual Property Rights at all times, and the content that You introduce to a World or the PII that You provide Mitoworld (as between You and Mitoworld) remains Your property at all times.  Your Feedback becomes Mitoworld’s property as indicated below, as does any derivative work of the Software, Materials or Service.
  1. 1.
    OBLIGATIONS
We also have specific responsibilities to You:
i) Providing the Service. We provide the Service to You, and make sure You receive adequate Support Services.  We use great efforts to ensure that the Services operate materially in accordance with our online Help documentation at support.mitoworld.io and other documentation, with the requisite security described in the next paragraph.  We will use commercially reasonable efforts to provide support services adequate to Your needs for the MitoLite version of the Service, and for the MitoPlus and Customised versions of the Service, to ensure that the Service will be available to You 24/7 excluding planned or emergency downtime. We will try to keep You informed of any necessary downtime. ‍ ii) Protecting Customer Content and Personal Data.  Both in providing the Service, and in protecting Confidential Information, Your Customer Content and personal data, we use physical, operational and technical safeguards that we believe are adequate to the task and high industry standards, even though it is not possible to guarantee absolute security online, and we always try to ensure that all such safeguards comply with applicable data protection and privacy laws as they evolve.  In addition, our interaction with Your Customer Content and personal data/PII is in accordance with our Privacy Policy at mitoworld.io/privacy, which is intended to comply with applicable privacy and data protection legislation, including without limitation GDPR.   
  1. 1.
    CONFIDENTIAL INFORMATION
For purposes of this Agreement, “Confidential Information” includes innovations, any information, knowledge or data of either party which the other party and its employees may access or receive relating to the Service, Software, Materials, code, computer programs, accounting methods, marketing techniques, customer names, negotiated customer fee information, financial information, marketing plans, product plans, product or services roadmaps, business strategies, forecasts, personnel information, customer lists, trade secrets and any other non-public technical or business information, whether in writing, given to the recipient orally or in any other way communicated or provided to the recipient, which the recipient knows or has reason to know that discloser would like to treat as confidential for any purpose, such as maintaining a competitive advantage or avoiding undesirable publicity.  The Service, Software and any non-public documentation shall remain the Confidential Information of Mitoworld at all times. Neither party as the recipient shall disclose any Confidential Information of the disclosing party without the prior written consent of the disclosing party, and neither party shall use any Confidential Information of the disclosing party except with respect to You as recipient, to properly use the license granted under this Agreement, or with respect to Mitoworld as recipient, only to the extent necessary to provide and enhance the Service and other services, or assist Your use of the license You have obtained under this Agreement.  All Confidential Information of the discloser shall be protected from disclosure by the recipient using the standard of care recipient uses with its most valuable confidential information, and at least a commercially reasonable standard of care; and (ii) no Confidential Information of the discloser shall be used for any purpose other than that for which it has been disclosed, and shall not be used for the benefit of recipient or any third party except as permitted by the license to use the Service and/or by this Agreement. Confidential Information does not include information that: (a) is in the public domain through no fault of the recipient; (b) was known to recipient prior to disclosure by the discloser without breach of an obligation to discloser, as can be demonstrated by documentary evidence; (c) was disclosed to recipient by a third party not known by recipient to be under a confidentiality obligation to discloser; (d) was independently developed by recipient without use of Confidential Information of discloser.  If required by law or court or governmental order, recipient can disclose Confidential Information of discloser, but recipient first shall give discloser the opportunity to oppose or limit such disclosure, and shall never disclose more than recipient is required to disclose.
  1. 1.
    RIGHTS IN CUSTOMER CONTENT; USER PROFILE; FOLLOWING
With respect to Your rights in Customer Content (which term is defined in Section 8 above), You represent and warrant that You either own, or have all necessary rights to submit to Mitoworld and post, Customer Content, which may include PII. As with most social media sites, You may also share Worlds which include Customer Content (including PII) with other Users and third parties. You may follow certain Worlds and or Users, and other Users and third parties may choose to follow You.  By following certain World(s), You opt in to receive notifications (via Internet, email or text to Your mobile phone) when that World is publicly listed (goes live). You may also be notified when a User whom You follow or who follows You is online or takes certain other actions, such as public listing a World, entering a World or opting to follow You (or another User) or take other actions (e.g., liking a World).
Your Mitoworld profile, consisting of the User name that You choose and Your avatar/profile picture [collectively, Profile] is publicly visible. Users also have the option to add a bio and preferred links to their Profile.  However, You can affirmatively choose to keep Your Worlds (and Your Customer Content in any such World) private by toggling to ensure that Your World is not publicly listed.  
  1. 1.
    YOUR FEEDBACK
You understand and agree that You are welcome to provide Mitoworld with Your comments, suggestions, concepts, ideas, recommendations for improvements and other feedback concerning the Service, Software and Materials [collectively, Feedback] including without limitation the use, operation, functionality, appearance and other features and characteristics of the Service, Software and Materials.  Any and all Feedback concerning the Software and Service, whether or not patentable or protectable in another form, becomes the exclusive property of Mitoworld immediately upon Your communication of such Feedback to Mitoworld.  Mitoworld may use the Feedback at any time, in any manner, and in any form or medium now existing or hereafter created, and only Mitoworld shall have the right to the registration and/or ownership of any intellectual property rights anywhere in the world in the Feedback or results or derivative works thereof.  Accordingly, You agree to provide such Feedback concerning the Service, Software and Materials only to Mitoworld for its exclusive use in any manner it deems fit, including without limitation the commercial exploitation thereof and/or the sale or other transfer thereof to one or more third parties, free of any Mitoworld obligation to You or others.  You hereby expressly agree not to provide to Mitoworld any Feedback in which any third party has or may have any right, claim or interest or in which You either assert, or have any expectation of retaining, any interest whatsoever or of receiving any remuneration, reward or consideration of any sort, beyond the consideration expressly set forth in this Agreement. 
  1. 1.
    NO WARRANTIES
THE SERVICE, SOFTWARE AND MATERIALS ARE PROVIDED “AS IS” AND “WITH ALL FAULTS”. MITOWORLD MAKES NO WARRANTIES OF ANY KIND IN CONNECTION WITH THE SERVICE, SOFTWARE AND MATERIALS, AND HEREBY DISCLAIMS ALL WARRANTIES OF EVERY KIND, EXPRESS, IMPLIED AND STATUTORY, INCLUDING WITHOUT LIMITATION, WARRANTIES OF FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY AND NON-INFRINGEMENT.  NO WARRANTY IS GIVEN WITH RESPECT TO SECURITY OR PRIVACY UNLESS OTHERWISE INDICATED IN THIS AGREEMENT, OR FOR ANY THIRD-PARTY MATERIALS UNLESS A THIRD-PARTY WARRANTY CAN BE PASSED THROUGH TO YOU.
  1. 1.
    INDEMINIFICATION: MITOWORLD TO CUSTOMER AND CUSTOMER TO MITOWORLD
A. Mitoworld Indemnification of Customer. 
Mitoworld will defend Customer at Mitoworld’s expense against actual third-party claims, suits, actions or proceedings [Claim(s)] that the Service or Software as used by You in accordance with this Agreement infringes or misappropriates a third party’s Intellectual Property Rights, with Mitoworld paying its own defense costs and attorney’s fees regarding the Claim, and Mitoworld will indemnify Customer for all final amounts awarded against Customer or settlement amounts that must be paid to such third party, provided that Mitoworld will have no liability if: (i) You have not used the Service properly in accordance with this Agreement; (ii) Your delay in informing Mitoworld about the Claim has adversely affected Your or Mitoworld’s legal position or Mitoworld’s defense obligation; (iii) the Claim arose in whole or in part from Your combination of the Software or Materials with non-Mitoworld software or materials or Customer Content, which was done by a party other than Mitoworld or other than strictly in accordance with Mitoworld’s documentation and/or written instructions; (iv) the Claim arose in whole or in part from modification to the Service, Software or Materials done by a party other than Mitoworld or not done strictly in accordance with Mitoworld’s documentation or written instructions; (v) the Claim arose in whole or in part because You failed to implement an upgrade, update or patch that Mitoworld provided to You before the Claim arose; or (vi) the Claim arose in whole or in part from non-Mitoworld products or software. In addition, Mitoworld will not indemnify You or accept any liability with respect to any Claim that arises because You have offered portions of the Service (e.g., a World) to Your customer or a third party as part of services that You provide to such customer or third party, unless You enter into a specific service agreement with Mitoworld concerning Your services. In any event, Mitoworld’s obligations under this paragraph are also conditioned on Your full cooperation with Mitoworld to enable it to fulfill its obligations hereunder, and on Your mitigating damages by promptly installing any upgrade, update or patch that Mitoworld provides to resolve the Claim. In any settlement, Your prior written consent shall be required if You are adversely affected thereby, not to be unreasonably withheld. This paragraph is Your sole remedy and Mitoworld’s only obligation with respect to a Claim against Customer. For Claims related to Customer Content, please see Copyright Policy below. . ‍You (Customer) will defend Mitoworld and its personnel and affiliates [Mitoworld Indemnitees] against any Claims that arise from: (i) Customer’s or any of its Users violation of this Agreement, or (ii) infringement or misappropriation by the Customer Content of the Intellectual Property Rights of a third party, or (iii) Customer’s or its Users’ use or processing of personal data or personally identifiable information in violation of the rights of a data subject, and You will indemnify the Mitoworld Indemnitees for reasonable attorney’s fees incurred and damages finally awarded against a Mitoworld Indemnitee pursuant to such Claim, and for any amounts owed or paid by a Mitoworld Indemnitee under a settlement of such Claim. However, in the event that You fail to timely take over the defense of a Claim under this paragraph, Mitoworld reserves the right to assume the defense of such Claim through its own counsel in which event You must pay all such attorney’s fees and costs incurred by Mitoworld. In any settlement, Mitoworld’s prior written consent shall be required if a Mitoworld Indemnitee is affected thereby, not to be unreasonably withheld. This paragraph is Mitoworld’s sole remedy and Your only obligation with respect to a Claim against a Mitoworld Indemnitee.
  1. 1.
    LIMITATION OF LIABILITY AND EXCLUSION OF REMEDIES MITOWORLD
SHALL NOT BE LIABLE FOR ANY LOSS OR INTERRUPTION OF BUSINESS, LOSS OF USE OR LOST REVENUES, PROFITS OR DATA, OR HARM TO ANY COMPUTER OR SYSTEM EVEN IF MITOWORLD HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS. MITOWORLD HAS USED COMMERCIALLY AVAILABLE ANTI-VIRUS TECHNOLOGY AND HAS NOT KNOWINGLY INCLUDED ANY VIRUS, WORM, TROJAN HORSE OR OTHER MALWARE IN THE SERVICE OR SOFTWARE, BUT MAKES NO WARRANTY OF ANY SORT THAT IT IS FREE FROM SAME. IN NO EVENT SHALL MITOWORLD OR ITS LICENSORS BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, INCIDENTAL, SPECIAL OR EXEMPLARY DAMAGES ARISING OUT OF OR CONNECTED IN ANY WAY WITH THIS AGREEMENT OR THE TRANSACTIONS CONTEMPLATED HEREUNDER.  IN NO EVENT SHALL MITOWORLD’S LIABILITY FROM ANY CAUSE OR MATTER ARISING UNDER OR IN CONNECTION WITH THE SERVICE OR THIS AGREEMENT OR ITS BREACH EXCEED IN THE AGGREGATE THE SUM OF US $100 (ONE HUNDRED U.S. DOLLARS), REGARDLESS OF THE FORM OF ACTION AND HOWEVER ARISING, PROVIDED THAT THIS LIMIT SHALL NOT APPLY TO MITOWORLD’S INDEMNIFICATION OBLIGATIONS IN PARAGRAPH 16.A ABOVE WHICH SHALL BE LIMITED TO THE AMOUNT PAID BY YOU FOR THE SERVICE DURING THE 12
MONTHS PRECEDING THE CLAIM HAVING FIRST ARISEN. 
  1. 1.
    TERMINATION ‍Either party can terminate this Agreement for breach by the other party, by giving written notice to the other party and a 30-day period to cure the breach, if the breach is capable of cure.  You can terminate Your subscription license at any time for convenience also, but such termination of the Service shall not affect Your requirement to pay for the entire subscription license Term.  If You validly terminate Mitoworld for its breach, You are entitled to a pro-rated refund of pre-paid fees covering any time period subsequent to the termination date. Any and all Confidential Information, Customer Content and copies thereof shall be promptly destroyed by Mitoworld at its own cost, upon termination or expiration of this Agreement. Notwithstanding the foregoing, Mitoworld shall have the right to retain copies of Confidential Information to the extent (i) required to comply with legal requirements; or (ii) stored on routine back-up media solely for the purpose of disaster recovery, provided that such information is destroyed in due course and that employees are precluded from accessing such Confidential Information in the ordinary course of business prior to destruction.
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    COPYRIGHT POLICY ‍This Policy governs all Claims or complaints regarding Customer Content of any nature, whether posted in Worlds or otherwise. You are solely responsible for ensuring Your rights to Your Customer Content, and in general Mitoworld does not moderate or restrict Your Customer Content.  You are responsible to ensure that You have the ownership rights (copyright) or appropriate license rights to post Customer Content or any information in a World or on any webpages controlled by Mitoworld. We require Customer Content posted by Users be accurate, lawful and not in violation of the rights, including intellectual property rights, of third parties. To promote these objectives, Mitoworld provides a process for submission of complaints/takedown notifications regarding Customer Content posted by our Users. Whether or not we disable access to or remove Customer Content, Mitoworld may make a good faith attempt to forward any notification from relevant authorities, including the complainant’s contact information, to the User who posted the Customer Content, and/or take other reasonable steps to notify the User that Mitoworld has received notice of an alleged violation of intellectual property rights or other content violation. It is also our policy, in appropriate circumstances and in our discretion, to disable and/or terminate the accounts of Users, or groups as the case may be, who infringe or repeatedly infringe the rights of others or otherwise post unlawful Customer Content. Please note that any notification or counter-notification that You submit must be truthful and must be submitted under penalty of perjury. A false notification or counter-notification may give rise to personal liability
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    LINKS TO THIRD-PARTY WEBSITES ‍The Service and this website may contain links to other independent third-party websites [Linked Sites], and we also permit You to link to third-party websites of Your own choosing [Chosen Sites]. The Linked Sites are provided solely as a convenience to our visitors and Users. Such Linked Sites are not under Mitoworld’s control, and Mitoworld is not responsible for and does not endorse the content of such Linked Sites, including any content, information or materials contained on such Linked Sites. You will need to make Your own independent judgment regarding Your interaction with these Linked Sites. With respect to Chosen Sites, our intention is to permit Your use of the Mitoworld Service as a portal into a rich and valuable online experience.  However, it is strictly forbidden to link to Chosen Sites from Mitoworld that are pornographic or obscene, foment violence (e.g., gun violence, sexual and/or physical violence) or hate speech. Mitoworld has the right to terminate or suspend Your account at any time should You violate this prohibition.
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    APPLICABLE LAW This Agreement shall be governed exclusively by the laws of Malaysia, excluding the application of its conflicts of laws principles.  Any dispute arising under or with respect to this Agreement, including with respect to the enforcement of any rights, provisions, or remedies hereunder, shall be solely and exclusively resolved by binding arbitration in Malaysia.  Judgment upon any award or decision rendered by the arbitrator shall be binding on the parties and may be entered by any court or forum having competent jurisdiction.  Notwithstanding the foregoing, either party may, without waiving any remedy under this Agreement, seek and receive from any court having jurisdiction injunctive or provisional relief necessary to protect the rights or property of such party pending the outcome of the arbitration hereunder.  TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, EACH PARTY UNDERSTANDS AND AGREES THAT YOU AND WE ARE EACH (A) WAIVING THE RIGHT TO A TRIAL BY JURY; AND (B) WAIVING THE RIGHT TO PARTICIPATE IN A CLASS OR REPRESENTATIVE ACTION. In any such arbitration, the prevailing party shall recover its attorneys’ fees and costs from the other party, and the arbitral panel shall determine the prevailing party for this purpose.
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    MODIFICATION OF THE TERMS It is possible that these Terms of Service will be expanded or modified as Mitoworld’s business evolves, provided that any Order Forms that You entered into with Mitoworld cannot be modified without Your written consent. We will use commercially reasonable efforts to give You notice of any material changes, either to the email address associated with Your Mitoworld account, or through the Service.  We also suggest that You review these Terms of Service from time to time to remain current with each party’s rights and obligations.  Your continued use of the Service after such a modification constitutes Your acceptance of the modified Terms to the maximum extent permitted by applicable law.
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    ENTIRE AGREEMENT You agree that this Agreement sets forth the entire Agreement and understanding between You and Mitoworld concerning the Service, Software and Materials and Your license to use them, and this Agreement supersedes all prior and contemporaneous communications, written or oral, concerning the Service, Software and Materials and is intended to be a complete and exclusive statement of the terms of Your Agreement with Mitoworld.  You acknowledge that You have not relied upon any representation whatsoever of Mitoworld which is not contained in this Agreement. Any waiver by Mitoworld of any breach or default by You of any of the terms or conditions of this Agreement will not be considered as a continuing waiver or a waiver of any prior, subsequent or different breach. Mitoworld shall have the ongoing, unfettered right to assign this Agreement to any current or future Mitoworld affiliated company or third party, whether by merger, acquisition, reorganization, sale of substantially all assets or equity, or by operation of law, without Your consent and without notice.  Any assignment or attempted assignment by You of this Agreement in whole or in part, or of any of the rights granted herein, without the prior written consent of Mitoworld, shall be void. No alteration, amendment, variation, supplementation, modification or waiver of any of the terms of this Agreement shall be binding or effective for any purpose, unless made pursuant to an instrument in writing signed by an authorized representative of Mitoworld. In the event that You are entering into this Agreement on behalf of an Organization/Customer, You hereby represent that You are at least 18 years old, and fully authorized to do so and bind such Organization to this Agreement.
Last modified 1yr ago