VISIONARY TERMS OF SERVICE
Last revised: August 4, 2021
By registering with MirBella.org (“Company”, “Our,” “We”, or “Us”), Our website, and/or mobile application (“Site”) or
any services provided in connection therewith (“Services”) You (“You”) agree to abide by these Terms of Service
(“Terms”). These Terms be amended from time to time at Our sole discretion. These Terms are also provided in
conjunction with Company’s Privacy Policy, Site Terms, and all other operating rules, policies, procedures, or
requirements that may be published on the Site by Company from time to time, which are incorporated herein by
reference.
1. BINDING EFFECT. This is a binding agreement. These Terms apply to every user that registers with
Company’s Site. Company will post a notice on the Site any time these Terms have been changed or
otherwise updated. It is Your responsibility to review these Terms periodically, and if at any time You find
these Terms unacceptable, You must immediately leave the Site and cease all use of the Service and the
Site. YOU AGREE THAT BY USING THE SERVICE YOU REPRESENT THAT YOU ARE AT LEAST 18
YEARS OLD AND THAT YOU ARE LEGALLY ABLE TO ENTER INTO THIS AGREEMENT, OR ARE AT
LEAST 13 YEARS OLD AND ARE USING AND ACCESSING THIS SITE WITH THE CONSENT OF YOUR
PARENTS AND/OR LEGAL GUARDIANS. We reserve the right to refuse use of the Site to anyone and to
reject, cancel, interrupt, remove or suspend the availability of the Site at any time for any reason without
liability.
2. ELIGIBILITY. You agree that You are not (a) a citizen or resident of a country in which use or participation
is prohibited by law, decree, regulation, treaty or administrative act; (b) a citizen or resident of, or located in,
a country or region that is subject to U.S. or other sovereign country sanctions or embargoes pursuant to
embargoes by the Office of Foreign Assets Control or otherwise; or (c) an individual or an individual
employed by or associated with an entity identified on the U.S. Department of Commerce's Denied Persons
or Entity List, the U.S. Department of Treasury's Specially Designated Nationals or Blocked Persons Lists, or
the Department of State's Debarred Parties List or otherwise ineligible to receive items subject to U.S. export
control laws and regulations, including the U.S. Export Administration Act, or other economic sanction rules
of any sovereign nation. If not, You are not permitted to use this Site in any respect.
3. USER ACCOUNTS. To participate in certain aspects of the Site, You may be required to register with the
Company by creating a user account and password. All of Your registration information must be accurate
and truthful. You shall not use as a User ID, domain name, or any name or term that (i) is the name of
another person, with the intent to impersonate that person; (ii) is subject to any rights of another person,
without appropriate authorization; or (iii) is offensive, vulgar, or obscene. The Company reserves the right in
its sole discretion to refuse registration of or cancel a user account and/or project name. You are solely
responsible for activity that occurs on Your account and shall be responsible for maintaining the
confidentiality of Your password for the Site. You shall never use another user account without the other
user’s express permission. You will immediately notify the Company in writing of any unauthorized use of
Your account, or other known account-related security breach. You also agree to provide additional
information we may reasonably request and to answer truthfully and completely any questions we might ask
You in order to verify Your identity or other user details.
4. PRIVACY POLICY. Company respects Your privacy and permits You to control the treatment of Your
personal information. A complete statement of Company’s current privacy policy can be found on
Company’s website. Company’s privacy policy is expressly incorporated into this Agreement by this
reference. By using the Site, You agree to Company’s privacy policy as well as these terms.
5. USE OF SITE AND SERVICE. You are granted a limited, non-exclusive, non-transferrable, non-assignable,
non-sublicensable, and revocable license to use the Site and Services by Company, for Your personal,
noncommercial, home use only, except where prohibited by applicable laws. Company does not transfer
either the title or the intellectual property rights of the Sites to You in any respect. All trademarks, trade
names, marks, brands, logos, and other intellectual property are owned by Company or its licensors and
You may not copy or use them in any manner except as otherwise specifically authorized.
5.1 Prohibited Uses. You are prohibited from violating or attempting to violate any security features of
the Site, including, without limitation:
a) copying, renting, leasing, selling, redistributing, reproducing, the Site, nor any component
thereof;
b) accessing content or data not intended for You, or logging onto a server or account that
You are not authorized to access;
c) attempting to probe, scan, or test the vulnerability of the Service, the Site, or any
associated system or network, or to breach security or authentication measures without
proper authorization;
d) interfering or attempting to interfere with service to any user, host, or network, including,
without limitation, by means of submitting a virus to the Site, overloading, “flooding,”
“spamming,” “mail bombing,” or “crashing;”
e) using the Site to send unsolicited e-mail, including, without limitation, promotions, or
advertisements for products or services;
f) forging any TCP/IP packet header or any part of the header information in any e-mail or in
any posting using the Service; or
g) attempting to modify, reverse-engineer, decompile, disassemble, or otherwise reduce,
underlying ideas, or algorithms, or attempt to reduce to a human-perceivable form any of
the source code used by Company in providing the Site;
h) taking any action that imposes or may impose (as determined by the Company in its sole
discretion) an unreasonable or disproportionately large load on the Company’s or its third-
party providers’ infrastructure;
i) interfering or attempt to interfere with the proper working of the Service or any activities
conducted on the Service;
j) bypassing any measures the Company may use to prevent or restrict access to the
Service (or other accounts, computer systems, or networks connected to the Service);
k) running Mail-list, Listserv, or any form of auto-responder or "spam" on the Service;
l) using manual or automated software, devices, or other processes to "crawl" or "spider"
any page of the Site; and/or
m) collecting Participants’ personal, contact, demographic, or other information.
Any violation of system or network security may subject You to civil and/or criminal liability.
6. USER SERVICE PLATFORM. The Site provides, among other services, a platform for participants
(“Participants”) to participate in suggesting ideas to improve the community and contests relating to the
same. We are not liable for any damages or loss that may arise out of either Participants or any visitors’ use
of the Site. By using the Site in any respect, You assume all risks associated therewith.
6.1 We Are Not Affiliated With Any Political Party, Lobby, Association, or other Organization. Our Site
is a neutral venue for users to communicate and interact with each other. We are not affiliated with
any political parties, lobby groups, political associations or other organizations. We do not employ,
recommend, or endorse any viewpoints nor any political parties, candidate, associations, groups or
other organizations.
6.2 Disputes. We will not become involved nor do we take any obligation to become involved in any
dispute between Participants.
6.3 Disclaimer. Company’s provision of the Site and Service is “AS-IS.” Company will not be liable for
any errors or omissions in any content on the Site, including User Content (as defined further
below). All Content You access through the Site is at Your own risk and You will be solely
responsible for any resulting damage or loss to any party. The Company has no special
relationship with or fiduciary duty to You. You acknowledge that the Company has no duty to take
any action regarding which Participants gain access to the Site; what Participants access through
the Site; what effects the content on the Site may have on Participants; how Participants may
interpret or use the content; or what actions Participants may take as a result of having been
exposed to the content. The Company cannot guarantee the authenticity of any data or information
on the Site authored by any person other than Company. The Site may contain, or direct You to
websites containing, information that some people may find offensive or inappropriate. The
Company makes no representations concerning any content on the Site, and the Company is not
liable for the accuracy, copyright compliance, legality, or decency of material contained on the
Service. YOU AGREE THAT COMPANY IS NOT RESPONSIBLE FOR ANY LOSS, COST,
DAMAGE, INJURY, OR OTHER LIABILITY INCURRED AS A RESULT OF YOUR DEALINGS
WITH ANY VISITOR OR USER.
6.4 Contest Rules. By participating in contests held by the Site, Participants will agree and abide by all
applicable contest rules.
7. USER CONTENT. During the course of using the Sites, it is possible that you share with the Site various
user content, which may consist of user concepts, suggestions, ideas, viewpoints, information, documents,
videos, photographs, images, graphics, audio, comments, data, text, software, scripts, projects, other
material and information, and associated trademarks and copyrightable works, including submissions of any
kind concerning any topic, as well as trademarks, service marks, slogans, logos, rights of name, likeness,
and image, rights of publicity, personal and biographical details, and similar proprietary rights, as well as the
foregoing rights belonging to any members of your group or team (“User Content”). In doing so, You grant
Company, its affiliates, officers, directors, employees, consultants, agents, and representatives a worldwide,
non-exclusive, perpetual, irrevocable, transferrable, sublicensable, and royalty-free license to license to use
User Content in connection with the operation of the Site, Service, and Company’s other business without
limitation, a right to copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, store,
modify, create derivative works, sublicense, translate, reformat, transmit, playback, feature, market,
promote, host, stream, and otherwise exploit User Content for all purposes, commercial or otherwise,
without any compensation to You, in any media format and through any media channel, including but not
limited to third-party websites. You will not be compensated for any User Content. You agree that Company
may publish or otherwise disclose information You supply Company in connection with Your User Content.
By posting User Content on the Site, You warrant and represent that You own the rights to the User Content
or are otherwise authorized to post, copy, distribute, transmit, publicly display, publicly perform, reproduce,
edit, store, modify, create derivative works, sublicense, translate, and reformat User Content, and that none
of Your User Content will infringe on the intellectual property rights, privacy rights, confidentiality rights,
rights of publicity, trade secrets, or other rights of any third party, or otherwise violate state, federal, and
other laws in any respect. You are responsible for obtaining and paying for all clearances, licenses, and
royalties owed to any third person or entity based on Your uses of ay third party’s works of authorship or
intellectual property. You agree that User Content is not confidential or proprietary, nor We will be
maintaining (nor have any obligation to maintain) User Content as confidential.
7.1 INAPPROPRIATE CONTENT. You agree not to submit, share, upload, download, display, perform,
transmit, or otherwise distribute any User Content that is:
a) libelous, defamatory, obscene, pornographic, abusive, or threatening;
b) advocates or encourages conduct that could constitute a criminal offense, give rise to civil
liability, or otherwise violate any applicable local, state, national, or foreign law or
regulation;
c) advertises or otherwise solicits funds or is a solicitation for goods or services.
d) involves surveys, contests, pyramid schemes, chain letters, junk mail, spam, or unsolicited
messages; use of information provided by Company, upload of viruses, Trojan horses,
worms, time bombs, cancelbots, corrupted files, or similar software; use of metatag
searches of the Site;
e) creates a false identity for the purpose of misleading others;
f) violates any third party’s copyrights, trademarks, or other intellectual property or
proprietary rights. You agree to abide by laws regarding copyright ownership and use of
intellectual property, and You shall be solely responsible for any violations of any relevant
laws and for any infringements of third party rights caused by any Content You provide or
transmit, or that is provided or transmitted using Your User ID. The burden of proving that
any Content does not violate any laws or third party rights rests solely with You.
Company reserves the right to terminate Your receipt, transmission, or other distribution of any such
material using the Service, and, if applicable, to delete any such material from its servers.
8. LAW ENFORCEMENT. Company intends to cooperate fully with any law enforcement officials or agencies
in the investigation of any violation of these Terms or of any applicable laws. We will cooperate with law
enforcement authorities as required by law. We will cooperate with law enforcement agencies in any
investigation of alleged illegal activity regarding the use of the Service or the Site when requested.
9. DMCA and COPYRIGHT INFRINGEMENT.
9.1 ALLEGED VIOLATIONS. Company has in place certain legally mandated procedures regarding
allegations of copyright infringement occurring on the Site or with the Service. Company has
adopted a policy that provides for the immediate suspension and/or termination of any Site user
who is found to have infringed on the rights of Company or of a third party, or otherwise violated
any intellectual property laws or regulations. Company’s policy is to investigate any allegations of
copyright infringement brought to its attention.
If You have evidence, know, or have a good faith belief that Your rights or the rights of a third party
have been violated and You want Company to delete, edit, or disable the material in question,
whether in connection with the Digital Millennium Copyright Act of 1998 (DMCA), You must provide
Company with all of the following information: (a) a physical or electronic signature of a person
authorized to act on behalf of the owner of the exclusive right that is allegedly infringed; (b)
identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted
works are covered by a single notification, a representative list of such works; (c) identification of
the material that is claimed to be infringed or to be the subject of infringing activity and that is to be
removed or access to which is to be disabled, and information reasonably sufficient to permit
Company to locate the material; (d) information reasonably sufficient to permit Company to contact
You, such as an address, telephone number, and if available, an electronic mail address at which
You may be contacted; (e) a statement that You have a good faith belief that use of the material in
the manner complained of is not authorized by the copyright owner, its agent, or the law; and (f) a
statement that the information in the notification is accurate, and under penalty of perjury, that You
are authorized to act on behalf of the owner of an exclusive right that is allegedly infringed. For this
notification to be effective, You must provide it to Company’s designated agent by mail and email
at: info@mirbella.org.
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS
INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND
CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS'
FEES.
9.2 COUNTER-NOTICE. If You believe that Your material has been removed or disabled by mistake or
misidentification, You may file a written counter-notice with the Designated Agent, including the
following information ("Counter-Notice") within 5 business days from Your receipt of Our notice of
infringement: a) a physical or electronic signature of the owner or authorized user of material; b)
identification of the material that has been removed or to which access has been disabled and the
location at which the material appeared before it was removed or access to it was disabled; c) a
statement made under penalty of perjury that You have a good faith belief that the material was
removed or disabled as a result of mistake or misidentification of the material; and d) Your name,
address, telephone number, and a statement that You consent to the jurisdiction of the Federal
District Court for the judicial district in which the address is located, or if Your address is outside of
the United States, and that You will accept service of process from the Complainant or an agent of
such person. If You fail to provide required information or follow this process, You may waive Your
rights. If You have any questions regarding Your legal rights and legal obligations, You should
consult with an attorney.
10. ALLEGED VIOLATIONS. Company reserves the right to terminate Your use of the Service and/or the Site.
To ensure that Company provides a high quality experience for You and for other users of the Site and the
Service, You agree that Company or its representatives may access Your account and records on a case-
by-case basis to investigate complaints or allegations of abuse, infringement of third party rights, or other
unauthorized uses of the Site or the Service. Company reserves the right to terminate Your account or Your
access to the Site immediately, with or without notice to You, and without liability to You, if Company
believes that You have violated any of the Terms of Use, furnished Company with false or misleading
information, or interfered with use of the Site or the Service by others.
11. NO WARRANTIES. COMPANY HEREBY DISCLAIMS ALL WARRANTIES. COMPANY IS MAKING THE
SITE AND SERVICE AVAILABLE “AS IS” WITHOUT WARRANTY OF ANY KIND. YOU ASSUME THE
RISK OF ANY AND ALL DAMAGE OR LOSS FROM USE OF, OR INABILITY TO USE, THE SITE OR THE
SERVICE. TO THE MAXIMUM EXTENT PERMITTED BY LAW, COMPANY EXPRESSLY DISCLAIMS ANY
AND ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, INCLUDING, BUT NOT
LIMITED TO, ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, OR NONINFRINGEMENT. COMPANY DOES NOT WARRANT THAT THE SITE OR THE
SERVICE WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION OF THE SITE OR THE
SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE. The Company, and its directors, officers,
members, managers, employees, agents, suppliers, partners, and content providers do not warrant that: (a)
the Site 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 Site is free of viruses or other harmful
components; or (d) the results of using the Site will meet Your requirements. Your use of the Site is solely at
Your own risk. The Company makes no guaranty of confidentiality or privacy of any communication or
information transmitted on the Site or any website linked to the Site. The Company 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 the Company’s equipment,
transmitted over networks accessed by the Site, or otherwise connected with Your use of the Site.
YOU ACKNOWLEDGE THAT YOUR USE OF THE SITE AND SERVICES ARE AT YOUR OWN RISK. WE
SPECIFICALLY DO NOT WARRANT THAT THE CONTENT ON THE SITE IS ACCURATE, RELIABLE OR
CORRECT. YOU EXPRESSLY WAIVE AND RELEASE US FROM ANY AND ALL LIABILITY, CLAIMS, OR
DAMAGES YOU ENCOUNTER THROUGH USE OF THE SITE, SERVICES OR APPLICATIONS. WE
DISCLAIM ALL LIABILITY AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR ACTS WHICH
CAUSE PERSONAL INJURY, PROPERTY DAMAGE, DEATH, THEFT, DEFAMATION,
DISPARAGEMENT, DISCRIMINATION, BREACH OR INTERFERENCE WITH A THIRD-PARTY
CONTRACT, OR MISREPRESENTATION. YOU ACKNOWLEDGE THAT WE OWE NO DUTY OF CARE
TO YOU AND WE DISCLAIM ANY AND ASSUMES NO RESPONSIBILITY OR LIABILITY FOR BREACH
OF SUCH A DUTY. WE EXERCISE NO CONTROL OVER USER CONTENT AND WE SHALL NOT BE
LIABLE TO YOU FOR ANY LOSSES OR DAMAGES THAT MAY RESULT FROM THE ACTS OR
OMISSIONS OF US OR ANY THIRD PARTIES. WE DISCLAIM ALL LIABILITIES AND ASSUME NO
RESPONSIBILITY OR LIABILITY FOR LOSSES OR DAMAGES RESULTING FROM DISCLOSURE OF
YOUR PERSONAL OR CONFIDENTIAL INFORMATION WHETHER BY US OR ANY THIRD PARTIES.
WE DISCLAIM ALL LIABILITIES ARISING OUT OF ANY THIRD PARTY’S ACTS OR OMISSIONS, OF
EVERY KIND AND NATURE, WHETHER FORSEEABLE OR NOT.
12. LIMITED LIABILITY. COMPANY’S LIABILITY TO YOU IS LIMITED. TO THE MAXIMUM EXTENT
PERMITTED BY LAW, IN NO EVENT SHALL COMPANY BE LIABLE FOR DAMAGES OF ANY KIND
(INCLUDING, BUT NOT LIMITED TO, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, LOST
PROFITS, OR LOST DATA, REGARDLESS OF THE FORESEEABILITY OF THOSE DAMAGES) ARISING
OUT OF OR IN CONNECTION WITH YOUR USE OF THE SITE OR ANY OTHER SERVICES PROVIDED
TO YOU BY OR THROUGH COMPANY, exceeding ten dollars ($10.00.) This limitation shall apply
regardless of whether the damages arise out of breach of contract, tort, or any other legal theory or form of
action.
13. RELEASE. IN CONSIDERATION OF BEING PERMITTED TO ACCESS AND USE THE SITE AND
SERVICE, YOU HEREBY AGREE TO RELEASE COMPANY, AND ITS AFFILIATES, AND EACH OF ITS
AND THEIR RESPECTIVE SUCCESSORS, ASSIGNS, OFFICERS, DIRECTORS, MANAGERS,
MEMBERS, AGENTS, CO-BRANDERS, OTHER PARTNERS, EMPLOYEES, AND ALL LICENSEES AND
DESIGNEES OF COMPANY FROM ALL DAMAGES (WHETHER DIRECT, INDIRECT, INCIDENTAL,
CONSEQUENTIAL OR OTHERWISE), LOSSES, LIABILITIES, COSTS AND EXPENSES OF EVERY KIND
AND NATURE, KNOWN AND UNKNOWN, ARISING OUT OF OR IN ANY WAY CONNECTED WITH
DISPUTES BETWEEN YOU AND THIRD PARTIES IN CONNECTION WITH THE SERVICES, YOUR
ACCESS AND USE OF THE SERVICES, OR ANY EVENTS LISTED THEREON.
IN CONNECTION WITH THE FOREGOING RELEASE, YOU HEREBY WAIVE CALIFORNIA CIVIL CODE
1542 AND ANY OTHER SIMILAR LAW OR STATUTE OF ANY OTHER STATE, WHICH SAYS, IN
SUBSTANCE:
"A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW
OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH IF
KNOWN BY HIM MUST HAVE MATERIALLY AFFECTED HIS SETTLEMENT WITH THE DEBTOR."
14. ECPA NOTICE. Pursuant to the Electronic Communications Privacy Act (18 U.S.C. §§ 2701-2711): THE
COMPANY MAKES NO GUARANTY OF CONFIDENTIALITY OR PRIVACY OF ANY COMMUNICATION
OR INFORMATION TRANSMITTED ON THE SITE OR ANY WEBSITE LINKED TO THE SITE. The
Company 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 the
Company’s equipment, transmitted over networks accessed by the Site, or otherwise connected with Your
use of the Service.
15. AFFILIATED SITES. Company has no control over, and no liability for any third party websites or materials.
Company works with a number of partners and affiliates whose websites may be linked with the Site.
Because neither Company nor the Site has control over the content and performance of these partner and
affiliate sites, Company makes no guarantees about the accuracy, currency, content, or quality of the
information provided by such sites, and Company assumes no responsibility for unintended, objectionable,
inaccurate, misleading, or unlawful content that may reside on those sites. Similarly, from time to time in
connection with Your use of the Site, You may have access to content items (including, but not limited to,
websites) that are owned by third parties. You acknowledge and agree that Company makes no guarantees
about, and assumes no responsibility for, the accuracy, currency, content, or quality of this third party
content, and that, unless expressly provided otherwise, these Terms shall govern Your use of any and all
third party content in connection with, arising out of, or relating to the Site.
16. INDEMNITY. You agree to indemnify Company for certain of Your acts and omissions. You agree to
indemnify, defend, and hold harmless Company, its affiliates, officers, directors, employees, consultants,
agents, and representatives from any and all third party claims, losses, liability, damages, and/or costs
(including reasonable attorney fees and costs) arising from Your access to or use of the Site, Your violation
of these Terms, or Your infringement of any intellectual property or other right of any person or entity and all
violations of state, federal, local, or foreign law caused by or arising out of Your acts or omissions. Company
will notify You promptly of any such claim, loss, liability, or demand, and will provide You with reasonable
cooperation, at Your expense, in defending any such claim, loss, liability, damage, or cost.
17. COPYRIGHT. All contents of Site are copyrighted to Company. All rights are reserved.
18. TRADEMARKS. The trademarks, service marks, and logos of Company (the "Company Trademarks") used
and displayed in connection with the Services are registered and unregistered trademarks or service marks
of Company. Other company, product, and service names used in connection with the Services may be
trademarks or service marks owned by third parties (the "Third Party Trademarks", and, collectively with
Company Trademarks, the "Trademarks"). The offering of the Services shall not be construed as granting,
by implication, estoppel, or otherwise, any license or right to use any Trademark displayed in connection
with the Services without the prior written consent of Company specific for each such use. The Trademarks
may not be used to disparage Company, any third party or Company’s or third party's products or services,
or in any manner (in Company’s sole judgment) that may damage any goodwill in the Trademarks. Use of
any Trademarks as part of a link to or from any site is prohibited unless Company approves the
establishment of such a link by prior written consent specific for each such link. All goodwill generated from
the use of any Company Trademark shall inure to Company’s benefit.
19. NOTIFICATION. You agree that We may provide notifications to You via email, written or hard copy notice,
or through conspicuous posting of such notice on Our Site. You may opt out of certain means of notification
or to receive certain notifications.
20. ARBITRATION; NO CLASS ACTION; NO JURY.
PLEASE READ THIS SECTION CAREFULLY BECAUSE IT REQUIRES YOU TO ARBITRATE CERTAIN
DISPUTES AND CLAIMS AND LIMITS THE MANNER IN WHICH YOU CAN SEEK RELIEF FROM US. IF
YOU RESIDE WITHIN THE EUROPEAN ECONOMIC AREA, THIS SECTION APPLIES ONLY TO
BUSINESS CUSTOMERS (NOT “CONSUMERS”).
A. Arbitration Agreement; Claims. This Section is referred to as the "Arbitration Agreement” in these
Terms. Unless you opt out of the Arbitration Agreement in accordance with the procedure described in
Section you and Company (together, the “Parties”) agree that any and all disputes or claims that arise
between you and Company relating to the Site, interactions with others on the Site, and/or these Terms
(including any alleged breach of these Terms) (collectively, “Claims”), except for Excluded Claims
(defined in the following sentence), will be resolved as set forth in this Arbitration Agreement. As used
herein, “Excluded Claims” means (1) individual claims brought in small claims court (if your claims
qualify), (2) claims in which either party seeks injunctive or other equitable relief for the alleged unlawful
use of intellectual property (including, without limitation, copyrights, trademarks, trade names, logos,
trade secrets or patents), and (3) claims that, as a matter of applicable law, cannot be made subject to
arbitration.
B. Agreement to Arbitrate. Unless you opt out of the Arbitration Agreement in accordance with the
procedure described below, you agree that any and all Claims (other than Excluded Claims) will be
resolved exclusively on an individual basis through final and binding arbitration, rather than in a
court, in accordance with this Arbitration Agreement, and your rights in connection with all Claims
(other than Excluded Claims) will be determined by a neutral arbitrator, not by a judge or jury.
The Federal Arbitration Act governs the interpretation and enforcement of this Arbitration Agreement.
To the extent that the Parties' dispute involves both timely filed Excluded Claims and other Claims
subject to this Agreement, the Parties agree to bifurcate and stay for the duration of the arbitration
proceedings any such Excluded Claims.
C. Prohibition of Class and Representative Actions and Non-Individualized Relief. YOU AND COMPANY
AGREE THAT, UNLESS YOU OPT OUT OF THE ARBITRATION AGREEMENT IN ACCORDANCE
WITH THE BELOW, EACH OF US MAY BRING CLAIMS (EXCEPT TO THE EXTENT THAT THE
RIGHT TO BRING A CLAIM IN A PURPORTED CLASS OR REPRESENTATIVE ACTION CANNOT
BE WAIVED AS A MATTER OF LAW) AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS
AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR
REPRESENTATIVE ACTION OR PROCEEDING. UNLESS BOTH YOU AND COMPANY AGREE
OTHERWISE (OR TO THE EXTENT THAT THE RIGHT TO BRING A CLAIM IN A PURPORTED
CLASS OR REPRESENTATIVE ACTION CANNOT BE WAIVED AS A MATTER OF LAW), THE
ARBITRATOR MAY NOT CONSOLIDATE OR JOIN MORE THAN ONE PERSON'S OR PARTY'S
CLAIMS AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A CONSOLIDATED,
REPRESENTATIVE, OR CLASS PROCEEDING. ALSO, THE ARBITRATOR MAY AWARD RELIEF
(INCLUDING MONETARY, INJUNCTIVE, AND DECLARATORY RELIEF) ONLY IN FAVOR OF THE
INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO PROVIDE
RELIEF NECESSITATED BY THAT PARTY'S INDIVIDUAL CLAIM(S). ANY RELIEF AWARDED
CANNOT AFFECT OTHER SITE USERS.
D. Pre-Arbitration Dispute Resolution. Before you commence arbitration, we suggest that you contact us to
explain your complaint. Our preference will always be to resolve complaints amicably and efficiently,
without the need for arbitration. You may contact us via email at info@mirbella.org. If the issue is not
resolved and results in arbitration, we will need to mutually select and agree upon an arbitrator and the
rules and procedures to govern the arbitration.
E. Arbitration Procedures. The Parties will try in good faith to mutually select and agree upon an arbitrator
and rules and procedures to govern the arbitration. If we cannot agree, then the arbitration will be
conducted in English by a neutral arbitrator in accordance with your choice of the JAMS Streamlined
Arbitration Rules and Procedures (the “JAMS Rules”) or the Rules of the International Center for
Dispute Resolution (the “ICDR Rules”), as modified by this Arbitration Agreement. The rules that apply
are those in effect when arbitration is demanded by either of the Parties. The JAMS Rules are available
at https://www.jamsadr.com/rules-streamlined-arbitration, and the ICDR Rules are available
at https://www.icdr.org/rules_forms_fees, and both Rules are incorporated in these Terms by reference.
You either acknowledge and agree that you have read and understand the Rules or waive your
opportunity to read the Rules and any claim that the Rules are unfair or should not apply for any reason.
If there is any inconsistency between the Rules and this Arbitration Agreement, the terms of this
Arbitration Agreement will control unless the arbitrator determines that the application of the
inconsistent Arbitration Agreement terms would not result in a fundamentally fair arbitration. The
arbitrator must also follow the provisions of these Terms as a court would, including without limitation,
the limitation of liability provisions above. Although arbitration proceedings are usually simpler and more
streamlined than trials and other judicial proceedings, the arbitrator can award the same damages and
relief on an individual basis that a court can award to an individual under the Terms and applicable law.
The arbitrator shall submit a decision in writing, specifying the findings of fact and the conclusions of law
on which the decision is based. Decisions by the arbitrator are binding and enforceable in court and
may be overturned by a court only for very limited reasons.
F. The arbitration will be held in the State of Florida. If the value of the relief sought is $10,000 USD (or
equivalent in local currency) or less, you or Company may elect to have the arbitration conducted by
telephone or based solely on written submissions, which election will be binding on you and Company
subject to the arbitrator's discretion to require an in-person hearing, if the circumstances warrant.
Attendance at any in-person hearing may be made by telephone by you and/or Company, unless the
arbitrator requires otherwise.
G. The arbitrator will decide the substance of all claims in accordance with the laws of the State of Florida
including recognized principles of equity, and will honor all claims of privilege recognized by law. The
arbitrator will not be bound by rulings in prior arbitrations involving different Company users, but is
bound by rulings in prior arbitrations involving the same Company user to the extent required by
applicable law. As limited by applicable law, these Terms and the applicable JAMS Rules, the arbitrator
will have (1) the exclusive authority and jurisdiction to make all procedural and substantive decisions
regarding a Claim, including the determination of whether a Claim is arbitrable, and (2) the authority to
grant any remedy that would otherwise be available in court.
H. Costs of Arbitration. Payment of all filing, administration, and arbitrator fees (collectively, the
"Arbitration Fees") will be shared equally by you and Company, except where prohibited by applicable
law. In the event the arbitrator determines the claim(s) you assert in the arbitration to be frivolous, you
agree to reimburse Company for all fees associated with the arbitration paid by Company on your
behalf that you otherwise would be obligated to pay under the JAMS or ICDR Rules.
I. Confidentiality. All aspects of the arbitration proceeding, and any ruling, decision or award by the
arbitrator, will be strictly confidential for the benefit of all parties.
J. Severability. If any term, clause or provision of this Section is held invalid or unenforceable, it will be so
held to the minimum extent required by law, and all other terms, clauses and provisions of this Section
will remain valid and enforceable.
K. Opt-Out Procedure. You can choose to reject this Arbitration Agreement by mailing us a written opt-out
notice ("Opt-Out Notice") in accordance with the terms of this Section. The Opt-Out Notice must be
postmarked no later than 30 days after the date you accept these Terms for the first time. You must
email the Opt-Out Notice to info@mirbella.org. The Opt-Out Notice must state that you do not agree to
the Arbitration Agreement and must include your name, address, phone number, and the email
address(es) used to register for the Site to which the opt-out applies. You must sign the Opt-Out Notice
with an original signature for it to be effective. This procedure is the only way you can opt out of the
Arbitration Agreement. If you opt out of the Arbitration Agreement, the entire Arbitration Agreement will
not apply with respect to you, but the remainder of these Terms will continue to apply. Opting out of this
Arbitration Agreement has no effect on any previous, other, or future arbitration agreements that you
may have with us. By opting out of binding arbitration, you are agreeing to resolve Claims (including
Excluded Claims) in accordance with this Section.
L. Future Changes to this Arbitration Agreement. Notwithstanding any provision in these Terms to the
contrary, you agree that if we make any change to this Arbitration Agreement (other than a change to
any notice address or website link provided herein) in the future, that change will not apply to any claim
that was filed in a legal proceeding against Company prior to the effective date of the change.
Moreover, if we terminate this Arbitration Agreement by removing it from these Terms, such termination
will not be effective until 30 days after the version of these Terms not containing the Arbitration
Agreement is posted to the Site, and will not be effective as to an any claim that was filed in a legal
proceeding against us prior to the effective date of removal.
21. JURISDICTION. By using this Site, and/or registering with the Site, You consent to the personal jurisdiction
over You by the State of Florida and waive all defenses asserting improper service, lack of personal
jurisdiction, forum non conveniens, or any similar defense that challenges the personal jurisdiction of the
State of Florida over You.
22. CHOICE OF LAW. These Terms shall be construed in accordance with and governed by the laws of the
United States and the State of Florida, without reference to their rules regarding conflicts of law. You hereby
irrevocably consent to the exclusive jurisdiction of the State of Florida in all disputes arising out of or related
to the use of the Site.
23. SEVERABILITY; WAIVER. If, for whatever reason, a court of competent jurisdiction finds any term or
condition in these Terms to be unenforceable, all other terms and conditions will remain unaffected and in
full force and effect. No waiver of any breach of any provision of these Terms of Use shall constitute a
waiver of any prior, concurrent, or subsequent breach of the same or any other provisions hereof, and no
waiver shall be effective unless made in writing and signed by an authorized representative of the waiving
party.
24. NO LICENSE. Nothing contained on the Site should be understood as granting You a license to use any of
the trademarks, service marks, or logos owned by Company or by any third party.
25. JURISDICTIONAL LIMITATIONS. Company makes no representation that any of the materials or the
services to which You have been given access are available or appropriate for use in other locations. Your
use of or access to the Site should not be construed as Company’s purposefully availing itself of the benefits
or privilege of doing business in any state or jurisdiction.
26. MODIFICATIONS. Company may, in its sole discretion and without prior notice, (a) revise these Terms of
Use; (b) modify the Site and/or the Service; and (c) discontinue the Site at any time. Company shall post any
revision to these Terms of Use to the Site, and the revision shall be effective immediately on such posting.
You agree to review these Terms of Use and other online policies posted on the Site periodically to be
aware of any revisions. You agree that, by continuing to use or access the Site following notice of any
revision, You shall abide by any such revisions.
27. ACKNOWLEDGEMENT. BY USING THE SERVICE OR ACCESSING THE SITE, YOU ACKNOWLEDGE
THAT YOU HAVE READ THESE TERMS OF USE AND AGREE TO BE BOUND BY THEM.