Please read these Terms of Service ("Terms") carefully before using the services offered by Minutta inc. ("Minutta"). This agreement sets forth the legally binding terms and conditions for your use of any of the Minutta’s websites & services. For purposes of this Agreement, "Services" refers to any of the Minutta websites (www.Minutta.com) and includes but not limited to any of the Minutta mobile applications (Minutta) along with any other Minutta services in which users can create/submit content and interact with posted content as well as other registered users.
By registering for and/or using the Services in any manner, including but not limited to visiting or browsing and of the sites, you agree to be bound by this agreement. This agreement applies to all users of any of the Services, including users who are also contributors of content, information, and other materials or services on the site.
Acceptance of Terms
Minutta may, in its sole discretion, refuse to offer the Services to any person or entity and change its eligibility criteria at any time. This provision is void where prohibited by law and the right to access the Services is revoked in such jurisdictions.
Modification of Terms of Service
Minutta reserves the right, at its sole discretion, to modify or replace any of the Terms of Service, or change, suspend, or discontinue the Services (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the corresponding Services or by sending you an email.
Minutta may also impose limits on certain features and services or restrict your access to parts or all of the Services without notice or liability. It is your responsibility to check the Terms of Service periodically for changes. Your continued use of the Service following the posting of any changes to the Terms of Service constitutes acceptance of those changes.
Rules and Conduct
As a condition of use, you promise not to use the Services for any purpose that is prohibited by the Terms of Service. The Services (including, without limitation, any Content or User Submissions (both as defined below)) are provided only for your own personal, non-commercial use. You are responsible for all of your activity in connection with the Services.
For purposes of the Terms of Service, the term "Content" includes, without limitation, any User Submissions, videos, audio clips, written forum comments, information, data, text, photographs, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible by Minutta or its partners on or through the Services.
By way of example, and not as a limitation, you shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Services, including without limitation any User Submission, that: infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; you know is false, misleading, untruthful or inaccurate; is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another's privacy, tortious, obscene, vulgar, pornographic, offensive, profane, or otherwise inappropriate as determined by Minutta in its sole discretion; constitutes unauthorized or unsolicited advertising, junk or bulk e-mail ("spamming"); involves commercial activities and/or sales without Minutta’s prior written consent such as contests, sweepstakes, barter, advertising, or pyramid schemes; contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of Minutta or any third party; or impersonates any person or entity, including any employee or representative of Minutta.
Additionally, you shall not: (i) take any action that imposes or may impose (as determined by Minutta in its sole discretion) an unreasonable or disproportionately large load on Minutta’s (or its third party providers’) infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass any measures Minutta may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or "spam" on the Services; or (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Services.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services, except to the limited extent applicable laws specifically prohibit such restriction, (ii) modify, translate, or otherwise create derivative works of any part of the Services, or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You shall abide by all applicable local, state, national and international laws and regulations. Minutta does not guarantee that any Content or User Submissions (as defined below) will be made available on the Services. Minutta has no obligation to monitor the Services, Content, or User Submissions. However, Minutta reserves the right to (i) remove, edit or modify any Content in its sole discretion, including without limitation any User Submissions, from the Site or Services at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if Minutta is concerned that you may have violated the Terms of Service), or for no reason at all and (ii) to remove or block any User Submissions from the Services.
You may browse the Services and view Content without registering, but as a condition to using certain aspects of the Service, you may be required to register with Minutta and select a password and screen name ("Username").
You shall provide Minutta with accurate, complete, and updated registration information. Failure to do so shall constitute a breach of the Terms of Service, which may result in immediate termination of your Minutta account. You shall not (i) select or use as a Username a name of another person with the intent to impersonate that person; (ii) use as a Username a name subject to any rights of a person other than you without appropriate authorization; or (iii) use as a Username a name that is otherwise offensive, vulgar or obscene.
Minutta reserves the right to refuse registration of, or cancel a Username in its sole discretion. You are solely responsible for activity that occurs on your account and shall be responsible for maintaining the confidentiality of your Minutta password. You shall never use another user’s account without such other user’s express permission. You will not allow automated, scripted or otherwise assisted submissions of Content via any third-party tool or services that don’t require you to manually assemble, review and authorize each submission. You will immediately notify Minutta in writing of any unauthorized use of your account, or other account related security breach of which you are aware.
Third Party Sites
The Services may permit you to link to other websites or resources on the Internet, and other websites or resources may contain links to the Services. When you access third party websites, you do so at your own risk.
These other websites are not under Minutta's control, and you acknowledge that Minutta is not responsible or liable for the content, functions, accuracy, legality, appropriateness or any other aspect of such websites or resources. The inclusion of any such link does not imply endorsement by Minutta or any association with its operators.
You further acknowledge and agree that Minutta shall not be responsible or liable, directly or indirectly, for any damage or loss caused or alleged to be caused by or in connection with the use of or reliance on any such Content, goods or services available on or through any such website or resource.
Content and License
You agree that the Services contains Content specifically provided by Minutta or its partners and that such Content is protected by copyrights, trademarks, service marks, patents, trade secrets or other proprietary rights and laws. You shall abide by and maintain all copyright notices, information, and restrictions contained in any Content accessed through the Services.
The Service provides you with the ability to add, create, upload, submit, distribute or post ("Submitting" or "Submission") content, videos, audio clips, written forum comments, data, text, photographs, software, scripts, graphics, or other information to the Services (collectively, the "User Submissions"). By Submitting User Submissions on the Services, you: acknowledge that you are publishing that User Submission, and that you may be identified publicly by your User ID in association with any such User Submission; hereby do and shall grant Minutta a worldwide, non-exclusive, perpetual, irrevocable royalty-free, fully paid, sublicensable and transferable license to use, display and otherwise fully exploit the User Submissions in connection with the Services and Minutta’s (and its successors and assigns’) business, including without limitation for promoting and redistributing part or all of the Services (and derivative works thereof) in any media formats and through any media channels (including, without limitation, third party websites). For clarity, the foregoing license grant to Minutta does not affect your other ownership or license rights in your User Submission(s), including the right to grant additional licenses to the material in your User Submission(s), unless otherwise agreed in writing; represent and warrant, and can demonstrate to Minutta’s full satisfaction upon request that you (i) own or otherwise control all rights to all content in your User Submissions, or that the content in such User Submissions is in the public domain, (ii) you have full authority to act on behalf of any and all owners of any right, title or interest in and to any content in your User Submissions to use such content as contemplated by these Terms of Service and to grant the license rights set forth above, (iii) you have the permission to use the name and likeness of each identifiable individual person and to use such individual’s identifying or personal information as contemplated by these Terms of Service; and (iv) you are authorized to grant all of the aforementioned rights to the User Submissions to Minutta; agree to pay all royalties and other amounts owed to any person or entity due to your Submission of any User Submissions to the Service; represent and warrant that the use or other exploitation of such User Submissions by Minutta or the Services as contemplated by this Terms of Service will not infringe or violate the rights of any third party, including without limitation any privacy rights, publicity rights, copyrights, contract rights, or any other intellectual property or proprietary rights; and understand that Minutta shall have the right to delete, edit, modify, reformat, excerpt, or translate any materials, content or information submitted by you; and that all information publicly posted or privately transmitted through the Services is the sole responsibility of the person from which such content originated and that Minutta will not be liable for any errors or omissions in any content; and that Minutta cannot guarantee the identity of any other users with whom you may interact in the course of using the Services.
Minutta does not endorse and has no control over any User Submission. Minutta cannot guarantee the authenticity of any data which users may provide about themselves. You acknowledge that all Content accessed by you using the Services is at your own risk and you will be solely responsible for any damage or loss to any party resulting therefrom.
Minutta may terminate your access to all or any part of the Services at any time, with or without cause, with or without notice, effective immediately, which may result in the forfeiture and destruction of all information associated with your membership. If you wish to terminate your account, you may do so by following the instructions on the Services. Any fees paid to Minutta are non-refundable. All provisions of the Terms of Service which by their nature should survive termination shall survive termination, including, without limitation, ownership provisions, warranty disclaimers, indemnity and limitations of liability.
Minutta has no special relationship with or fiduciary duty to you. You acknowledge that Minutta has no control over, and no duty to take any action regarding: which users gains access to the Services; what Content you access via the Services; what effects the Content may have on you; how you may interpret or use the Content; or what actions you may take as a result of having been exposed to the Content. You release Minutta from all liability for you having acquired or not acquired Content through the Services.
The Services may contain, or direct you to websites containing, information that some people may find offensive or inappropriate. Minutta makes no representations concerning any Content contained in or accessed through the Services, and Minutta will not be responsible or liable for the accuracy, copyright compliance, legality or decency of material contained in or accessed through the Services.
The Services are provided "as is" and "as available" and is without warranty of any kind, express or implied, including, but not limited to, the implied warranties of title, non-infringement, merchantability and fitness for a particular purpose, and any warranties implied by any course of performance or usage of trade, all of which are expressly disclaimed. Minutta, and its directors, employees, agents, suppliers, partners and content providers do not warrant that: (a) the Services will be secure or available at any particular time or location; (b) any defects or errors will be corrected; (c) any content or software available at or through the Services is free of viruses or other harmful components; or (d) the results of using the Services will meet your requirements. Your use of the Services is solely at your own risk.
SOME STATES DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
Electronic Communications Privacy Act Notice (18USC 2701-2711): Minutta MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. Minutta will not be liable for the privacy of email addresses, registration and identification information, disk space, communications, confidential or trade-secret information, or any other Content stored on Minutta’s equipment, transmitted over networks accessed by the Services, or otherwise connected with your use of the Services.
You shall defend, indemnify, and hold harmless Minutta, its affiliates and each of its affiliates employees, contractors, directors, suppliers and representatives from all liabilities, claims, and expenses, including reasonable attorneys' fees, that arise from or relate to your use or misuse of, or access to, the Services, Content, or otherwise from your User Submissions, violation of the Terms of Service, or infringement by you, or any third party using the your account, of any intellectual property or other right of any person or entity. Minutta reserves the right to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, in which event you will assist and cooperate with Minutta in asserting any available defenses.
Limitation of Liability
IN NO EVENT SHALL MINUTTA, NOR ITS DIRECTORS, EMPLOYEES, AGENTS, PARTNERS, SUPPLIERS OR CONTENT PROVIDERS, BE LIABLE UNDER CONTRACT, TORT, STRICT LIABILITY, NEGLIGENCE OR ANY OTHER LEGAL OR EQUITABLE THEORY WITH RESPECT TO THE SERVICE OR ADD-TO LINK (I) FOR ANY LOST PROFITS, DATA LOSS, COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES, OR SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES OF ANY KIND WHATSOEVER, SUBSTITUTE GOODS OR SERVICES (HOWEVER ARISING), (II) FOR ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE (REGARDLESS OF THE SOURCE OF ORIGINATION), OR (III) FOR ANY DIRECT DAMAGES IN EXCESS OF (IN THE AGGREGATE) ONE-HUNDRED U.S. DOLLARS ($100.00). SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATIONS AND EXCLUSIONS MAY NOT APPLY TO YOU.
A printed version of the Terms of Service and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to the Terms of Service to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. You and Minutta agree that any cause of action arising out of or related to the Service must commence within one (1) year after the cause of action arose; otherwise, such cause of action is permanently barred.
Integration and Severability
The Terms of Service are the entire agreement between you and Minutta with respect to the Services, and supersede all prior or contemporaneous communications and proposals (whether oral, written or electronic) between you and Minutta with respect to the Services. If any provision of the Terms of Service is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that the Terms of Service will otherwise remain in full force and effect and enforceable. The failure of either party to exercise in any respect any right provided for herein shall not be deemed a waiver of any further rights hereunder.
Minutta shall not be liable for any failure to perform its obligations hereunder where such failure results from any cause beyond Minutta’s reasonable control, including, without limitation, mechanical, electronic or communications failure or degradation (including "line-noise" interference). The Terms of Service are personal to you, and are not assignable, transferable or sublicensable by you except with Minutta's prior written consent. Minutta may assign, transfer or delegate any of its rights and obligations hereunder without consent.
No agency, partnership, joint venture, or employment relationship is created as a result of the Terms of Service and neither party has any authority of any kind to bind the other in any respect. All notices under the Terms of Service will be in writing and will be deemed to have been duly given when received, if personally delivered or sent by certified or registered mail, return receipt requested; when receipt is electronically confirmed, if transmitted by facsimile or e-mail; or the day after it is sent, if sent for next day delivery by recognized overnight delivery service.
Minutta and you are independent entities, and nothing in these Terms, or via use of the Services, will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between Minutta and you. These Terms supersede any previous agreement and represent the entire agreement between Minutta and you. If you have comments, questions or concerns regarding the Services, contact us at firstname.lastname@example.org or write us at:
1250 Oakmead Pkwy Suite 210 Sunnyvale, CA 9408
This agreement will be governed by the laws of the State of California. Any dispute arising from the terms of this agreement or breach of this agreement will be governed by the laws of the State of California and you agree to personal jurisdiction by the state and federal courts sitting in Los Angeles, California. The parties hereby expressly waive trial by jury in any action, proceeding or counterclaim brought by either of the parties against the other on any matters whatsoever arising out of or in any way connected with these Terms and agree to submit to binding arbitration.