Mighty Member Agreement

This Mighty Member Agreement (the "Member Agreement") is a legal agreement between you and Mighty LLC dba Mighty, a Nevada limited liability company, including the Mighty Parties (as defined in Section 13 below) (hereinafter referred collectively as "Company" or “Mighty”), the owner and developer of the Mighty website, platform, and related services (collectively, the “Platform”). By registering with the Platform or requesting and/or consenting to receive additional information (online, in-person, or by other electronic means) about the Platform, you become a member ("Member" or “you”) and you agree to be bound by all the terms and conditions set forth in the Member Agreement.

IF YOU DO NOT AGREE TO THE TERMS OF THE MEMBER AGREEMENT, DO NOT REGISTER WITH THE PLATFORM OR FOR THE SERVICES OFFERED ON THE PLATFORM OR OTHERWISE BY COMPANY OR REQUEST OR CONSENT TO RECEIVE ADDITIONAL INFORMATION ABOUT THE PLATFORM OR ANY OF THE SERVICES PROVIDED BY COMPANY.

THE AGREEMENT CONTAINS A MANDATORY ARBITRATION PROVISION AND JURY TRIAL WAIVER AS DESCRIBED IN SECTION 10.

YOU MUST BE AT LEAST 18 YEARS OF AGE TO REGISTER, ACCESS AND USE ANY OF THE SERVICES. IF YOU ARE UNDER THE AGE OF 18, DO NOT USE THE SERVICES FOR ANY PURPOSE.

COMPANY RESERVES THE RIGHT, WITH OR WITHOUT NOTICE, TO MAKE CHANGES TO THE MEMBER AGREEMENT AT COMPANY’S SOLE DISCRETION. YOUR CONTINUED USE OF ANY PART OF THE PLATFORM OR ANY SERVICES CONSTITUTES YOUR ACCEPTANCE OF SUCH CHANGES TO THE MEMBER AGREEMENT. YOU SHOULD REVIEW THE MEMBER AGREEMENT PERIODICALLY TO DETERMINE IF ANY CHANGES HAVE BEEN MADE. THE MOST CURRENT VERSION OF THE MEMBER AGREEMENT, WHICH SUPERSEDES ALL PREVIOUS VERSIONS, CAN BE REVIEWED BY GOING TO https://www.joinmighty.com/terms-of-use.

By using the Services and any promotions or third-party information provided, whether accessed through a link on the Platform or otherwise, you acknowledge having read and agreed to this Member Agreement.

1. Services; Member. The Platform provides Members with business promotions from third-party providers through the Mighty website and by other means (including by emailing and other communications to Members) that the Company has contracted with to provide such business promotions to Members; as a result, Members receive the opportunity to obtain discounts and new offers presented through the Platform (Company providing the Platform to you and other activities related to the Platform or information provided through the Platform are referred to herein as the “Services”; for clarity, references to “Services” in this Agreement include the Platform).

2. Fees. Members are required to pay a membership fee of one hundred US Dollars ($100) per year for access to the Platform, subject to any discounts or coupon codes that may apply. Membership fees are refundable upon your request at any time within thirty (30) days from the date of initial registration. Membership fees are subject to auto-renewal upon each anniversary of your membership registration and are payable via a third-party payment processor. You will be redirected to make payment of the initial annual fee upon registration. The third-party payment processor will retain credit card information and automatically charge the subsequent year’s annual fee within three days of the commencement of each renewal unless you provide notice to Company prior to commencement of the next renewal date that you do not intend to renew your membership. Notice must be sent in accordance with Section 11 below in order to be effective. Fees are non-refundable after the initial 30-day period. Any other refunds will be at the discretion of Mighty.

3. Privacy Policy and Website Terms of Use. Please review Company’s Privacy Policy and Website Terms of Use, which can be found at the following addresses respectively: https://www.joinmighty.com/privacy-policy and https://www.joinmighty.com/terms-of-use. The Privacy Policy governs Company’s processing of all personal and other information that Company may collect from you using the Services. The Website Terms of Use governs your use of the Mighty website in general. The Privacy Policy and Website Terms of Use, and any amendments thereto, are expressly made part of and incorporated into the Member Agreement. To the extent any provisions of the Privacy Policy or Website Terms of Use contradict or otherwise conflict with the terms and conditions of the Member Agreement provided herein, to the maximum extent permitted by law, the terms provided herein shall govern and control.

4. Information Provided Through the Services; Third Party Offerings.

1. No Guarantees. Company does not guarantee the accuracy or completeness of any of the information displayed or otherwise provided through the Services and is not responsible for any loss resulting from your reliance on such information. Without limiting the foregoing, you acknowledge and agree that Company makes no guarantees of any kind that the terms (including, the pricing information) displayed or otherwise provided through the Services represent the best available terms (including, pricing) or terms that are different than what may be available to you through means other than using the Services. As Company does not provide the services or offers made available on the Platform it does not warrant or represent that these services or offers will be accurate, available or performed as may be expected or described on the Platform.
2. Third Party Promotions, Links, and Other Third-Party Information.
   
   1. The Services may contain promotional links to third party websites. Any use of such third-party links and any transactions or agreements entered with such third parties are solely between you and the respective third party.
   2. Company does not represent, endorse, or warrant the third-party services in any way and is not responsible for the availability, content, security, services, privacy policies, or practices of the third-party websites.
   3. You assume all risks associated with the access to and use of the third-party websites and dealings with third parties, including, without limitation, any services provided to you by any third party. Company expressly disclaims any liability for any loss, harm, damages, costs, or expenses arising out of or in connection with your interactions, use of offers, use of services, or other transactions with any third parties, whether occurring through the Services or via external sites.
   4. Company may make incentives or bonuses available to you for redemption of offers on the Platform in the form of gift cards or other promotional rewards (“Awards”). Awards are available on an “as-is” basis without any warranty and are subject to expiration terms as may be described in our third-party Awards vendor’s terms and conditions. Our Company makes no warranties that the Awards will be redeemable for third-party products or services and does not warrant that the Awards have any cash redemption value. Awards are not guaranteed to be available and terms related to Awards may change in our Company’s discretion or upon notification by third-party vendors or merchants. You should review the terms and conditions of any third-party vendors or merchants with whom you may transact with during redemption of any Awards made available to you. Additional third-party terms may apply to the Awards and you may be required to provide certain information including (i) delivery address; (ii) gift selection date; (iii) account user information; and (iv) any additional information required by third-party vendors or merchants to fulfill the services requested by you during the selection or redemption of Awards. Our Company does not collect this additional information from you related to Awards and such information is collected and processed subject to the respective privacy policies of the third-party vendors/merchants with whom you may transact during your selection and/or redemption of Awards made available to you.

5. Confidentiality. Any passwords used for the Platform are for your individual use only. You will be responsible for the security of your password(s). From time to time, Company may require that you change your password. You are prohibited from using any services or offerings provided in connection with the Services to compromise its security or tamper with any of Company’s system, resources and/or accounts. The use or distribution of tools designed for compromising security (e.g., password crackers, rootkits, trojan horses, or network probing tools) is strictly prohibited. If you become involved in any violation of system security, Company reserves the right to release your account details to system administrators at other websites and/or the authorities to assist them in resolving security incidents. Company reserves the right to investigate suspected violations of this Member Agreement. Company reserves the right to fully cooperate with any law enforcement authorities or court order requesting or directing Company to disclose the identity of anyone posting any e-mail messages, or publishing or otherwise making available any materials that are believed to violate the Member Agreement. You are prohibited from sharing, distributing, or transmitting any materials found (including, without limitation, third party offerings) through the Services to any other party. This includes, but is not limited to, sharing links to the materials, copying content, or posting materials on other websites or platforms without prior written consent from Company. If you become aware of any breach or suspected breach of the confidentiality of any of your obligations contained herein, you must promptly notify Company in writing.

6. Ownership, Copyrights, Trademarks, Licenses. You acknowledge and agree that the Mighty website and any component or function of the Services and any software or programs used with respect to any of the Services contain proprietary and confidential information that is the property of Company or its affiliates or its or their licensors and is protected by applicable intellectual property and other laws. No rights or title to any of the proprietary and confidential information made part of the Services or any software used in connection with any of the Services is provided, transferred, or assigned to you. You agree not to modify, rent, lease, loan, sell, distribute, create derivative works, or create any other works, including, without limitation, any services or products, that would in any way compete or be competitive with or otherwise detrimental to any of the Mighty Parties (as defined below in this Member Agreement) based on any of the Services, in whole or in part or on any Confidential Information of Mighty Parties. Trademarks, service marks, logos, and copyrighted works appearing in any way through the Services are the property of Company or its affiliates or its or their licensors. Company, its affiliates, or its or their licensors, retain all rights with respect to any intellectual property appearing through the Services, and no rights in such materials are transferred or assigned to you. Any feedback, suggestions, ideas, or other information provided by you to Company or its affiliates, including through surveys or other means (collectively, “Feedback”) shall be the sole and exclusive property of Company. You hereby assign all right, title, and interest to such Feedback to Company.

7. Publicity. Company and its affiliates may include the names, likenesses, and/or other identifying information of Members in their advertising, marketing materials, and other promotional content for the purpose of promoting the Services, Company and / or its affiliates. Such use may include press releases, print advertisements, online advertisements, email campaigns, website content, and social media posts. The information used may include the fact that such individuals are users of the Services. Members grant Company and its affiliates an unlimited, royalty-free license to use the Member's information for such promotional purposes. Members shall have no right of approval over Company’s and / or its affiliates’ use of their names and information in promotional materials. Furthermore, and without limiting the foregoing, you grant Company and its affiliates a perpetual, worldwide, royalty-free, and irrevocable license to use, reproduce, distribute, and display your image, likeness, and any other personal information provided to Company, in connection with the operation, promotion, and marketing of Company, its affiliates and the Services.

8. No Warranties. THE USE OF THE SERVICES IS USED AT YOUR SOLE RISK. THE SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. COMPANY EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. COMPANY MAKES NO WARRANTY THAT (1) THE SERVICES WILL MEET YOUR REQUIREMENTS, (2) THE SERVICES WILL OPERATE UNINTERRUPTED, TIMELY, SECURE, OR ERROR-FREE, (3) THE RESULTS OF USING THE SERVICES WILL BE ACCURATE OR RELIABLE, (4) THE QUALITY OF THE SERVICES WILL MEET YOUR EXPECTATIONS, OR (5) THAT ANY ERRORS IN THE SOFTWARE UTILIZED BY COMPANY OR OTHERWISE TO PROVIDE THE SERVICES WILL BE CORRECTED. THE FOREGOING DOES NOT IN ANY WAY LIMIT THE DISCLAIMERS AND OTHER TERMS CONTAINED IN SECTION 4 OF THIS MEMBER AGREEMENT WITH RESPECT TO THIRD PARTY SERVICES.

9. Restrictions on Use. Without limiting your other obligations in the Member Agreement, you shall not:

1. Use the Services in any manner that could disable, overburden, damage, or impair the site or interfere with any other party's use of the Services, including their ability to engage in real time activities through the Services.
2. Use any robot, spider, or other automatic device, process, or means to access the Services for any purpose, including monitoring or copying any of the material on the Mighty website.
3. Use any manual process to monitor or copy any of the material provided through the Services, or for any other purpose not expressly authorized in the Member Agreement, without Company’s prior written consent.
4. Use any device, software, or routine that interferes with the proper working of the Services.
5. Introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful.
6. Attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Services, the server on which any part of the Services is stored, or any server, computer, or database connected to any part of the Services.
7. Attack any part of the Services via a denial-of-service attack or a distributed denial-of-service attack.
8. Otherwise attempt to interfere with the proper working of Services.
9. Upload, post, or otherwise communicate through any part of the Services any communications or messages to any party, including Company and other Members, that:
   
   1. Contain any material that is defamatory, obscene, indecent, abusive, offensive, harassing, violent, hateful, inflammatory, or otherwise objectionable.
   2. Promote sexually explicit or pornographic material, violence, or discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.
   3. Infringe any patent, trademark, trade secret, copyright or other intellectual property or other rights of any other person.
   4. Violate the legal rights (including the rights of publicity and privacy) of others or contain any material that could give rise to any civil or criminal liability under applicable laws or regulations or that otherwise may conflict with the Member Agr
   5. Be likely to deceive any person.
   6. Promote any illegal activity, or advocate, promote or assist any unlawful act.
   7. Cause annoyance, inconvenience or needless anxiety or be likely to upset, embarrass, alarm, or annoy any other person.
   8. Impersonate any person or misrepresent your identity or affiliation with any person or organization.
   9. Involve commercial activities or sales, such as contests, sweepstakes and other sales promotions, barter, or advertising.
   10. Give the impression that they emanate from or are endorsed by us or any other person or entity if this is not the case.

10. Governing Law/Dispute Resolution/Jury Trial Waiver.

1. This Member Agreement and all matters arising out of or relating to it are governed by the laws of the State of Nevada, without regard to conflict of law provisions.
2. If you have any dispute, claim, or controversy with Company related to the Member Agreement, prior to any other action by you, you must notify Company at support@joinmighty.com and include an explanation of such dispute, claim or controversy within one hundred eighty (180) days of the date from the date of the occurrence giving rise to the dispute, claim, or controversy; the date of your actual notification to Company in accordance with the foregoing is referred to herein as the “Dispute Notification Date.” You agree to make a good faith attempt to resolve such dispute, claim, or controversy with Company by informal dispute resolution prior to engaging any other dispute resolution.
3. If you have any dispute, controversy, or claim arising out of or related in any manner to the Member Agreement which cannot be amicably resolved by Company and you, your sole recourse shall be solely and finally settled by arbitration administered by the American Arbitration Association in accordance with its commercial arbitration rules. Judgment on the award rendered by the arbitrator(s) may be entered in any court having jurisdiction thereof. The arbitration shall take place before a panel of one (1) arbitrator sitting in Nevada. The language of the arbitration shall be English. The arbitrator will be bound to adjudicate all disputes in accordance with the laws of the State of Nevada. The decision of the arbitrator shall be in writing with written findings of fact and shall be final and binding on the parties. The arbitrator shall be empowered to award money damages, subject to the limitations set forth in Section 13 of this Member Agreement, but shall not be empowered to award direct, indirect, incidental, special, or consequential damages or specific performance. Each party shall bear its own costs relating to the arbitration proceedings irrespective of its outcome and the cost of the arbitrator shall be split equally between the parties. This Section 10 provides your sole recourse for the settlement of any disputes you initiate arising out of, in connection with, or related to the Member Agreement. Any action by Company, including, without limitation, an action seeking injunctive relief, may be submitted to any court having jurisdiction over such action and shall not be subject to this provision, this includes that Company reserves the right to remove any action submitted by you from arbitration to a court having jurisdiction over such action. YOU FURTHER AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO YOUR USE OF THE SERVICES OR THE MEMBER AGREEMENT MUST BE INITIATED BY YOU IN ACCORDANCE WITH THE ARBITRATION PROVISIONS IN THIS SECTION WITHIN ONE (1) YEAR AFTER THE OCCURRENCE THAT GAVE RISE TO SUCH CLAIM OR CAUSE OF ACTION, OR WITHIN ONE (1) YEAR AFTER THE DISPUTE NOTIFICATION DATE (IF APPLICABLE), WHICHEVER IS LATER, OR BE FOREVER BARRED. You further agree to arbitrate any dispute, claim, or controversy solely on an individual basis. The arbitrator shall have no authority to consider or resolve any claim or issue any relief on any basis other than an individual basis and shall not do so on a class or collective action basis.
4. TO THE MAXIMUM EXTENT PERMITTED BY LAW, YOU ACKNOWLEDGE AND AGREE THAT, UNLESS OTHERWISE PROHIBITED BY APPLICABLE LAWS, AND TO THE FULLEST EXTENT OF SUCH APPLICABLE LAWS, THIS ARBITRATION AGREEMENT WILL OPERATE TO WAIVE YOUR RIGHT TO HAVE YOUR DISPUTES LITIGATED IN A COURT OR JURY TRIAL.

11. Termination. You may terminate the Member Agreement at any time, with or without notice, for any reason by logging into your account and following instructions to terminate your membership or by sending an email to support@joinmighty.com requesting to terminate your membership. Except as set forth in Section 2, pre-paid membership fees are non-refundable. Upon termination, Company shall terminate your access to, and/or use of, the Services at any time, with or without notice.

12. Severability. If any part of this Member Agreement is found by a court of competent jurisdiction to be unlawful, void, or unenforceable, that part will be deemed severable and will not affect the validity and enforceability of any remaining provisions. In addition, in such event the unenforceable or invalid provision shall be deemed to be modified to the extent necessary to (i) render it valid and enforceable and (ii) give the fullest effect possible to the original intent of the provision.

13. Limitations of Liability. YOU AGREE THAT COMPANY, ITS AFFILIATES, AND ITS AND THEIR LICENSORS, LICENSEES, SUBCONTRACTORS, SERVICE PROVIDERS, EMPLOYEES, CONTRACTORS, REPRESENTATIVES, AGENTS, OFFICERS, AND DIRECTORS (AND EACH OF THEIR RESPECTIVE EMPLOYEES, AGENTS AND CONTRACTORS PARTICIPATING IN THE PERFORMANCE OF SERVICES UNDER THIS MEMBER AGREEMENT) (COLLECTIVELY, THE “MIGHTY PARTIES”) WILL NOT BE LIABLE FOR ANY INCIDENTAL, DIRECT, INDIRECT, PUNITIVE, ACTUAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR OTHER DAMAGES, INCLUDING LOSS OF REVENUE OR INCOME, PAIN AND SUFFERING, EMOTIONAL DISTRESS, OR SIMILAR DAMAGES, EVEN IF ANY OR ALL OF THE MIGHTY PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, SUCH DAMAGES WERE REASONABLY FORESEEABLE OR ANY OR ALL OF THE MIGHTY PARTIES WERE GROSSLY NEGLIGENT. IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE MIGHTY PARTIES, REGARDLESS OF THE FORM OF ACTION (WHETHER IN CONTRACT, TORT, OR OTHERWISE), EXCEED THE CUMULATIVE MEMBERSHIP FEES PAYABLE BY MEMBER TO COMPANY UNDER THIS MEMBER AGREEMENT.

14. Indemnification. YOU AGREE TO INDEMNIFY AND HOLD THE MIGHTY PARTIES HARMLESS FROM ANY BREACH OF THE TERMS OF THE MEMBER AGREEMENT BY YOU. YOU FURTHER AGREE THAT THE MIGHTY PARTIES WILL HAVE NO LIABILITY IN CONNECTION WITH ANY SUCH BREACH OR UNAUTHORIZED USE OF THE SERVICES OR ANY INFORMATION OBTAINED FROM OR THROUGH THE SERVICES, AND YOU AGREE TO INDEMNIFY ANY AND ALL RESULTING LOSS, DAMAGES, JUDGMENTS, AWARDS, COSTS, EXPENSES, AND ATTORNEYS' FEES OF THE MIGHTY PARTIES IN CONNECTION THEREWITH. YOU WILL ALSO INDEMNIFY AND HOLD THE MIGHTY PARTIES HARMLESS FROM AND AGAINST ANY CLAIMS BROUGHT BY THIRD PARTIES ARISING OUT OF YOUR USE OF THE SERVICES AND ANY INFORMATION ACCESSED FROM THE SERVICES.

15. Entire Agreement. The Member Agreement constitutes the entire agreement among the parties relating to the subject matter hereof and supersedes all prior or contemporaneous oral or written representations, communications, proposals, understandings, whether electronic, whether oral or written between you and the Mighty Parties with respect to the Services. The Mighty Parties make no representation, inducement, promise, understanding, condition, or warranty other than as expressly set forth in this Member Agreement and you represent that you have not relied on any such representation, inducement, promise, understanding, condition, or warranty in entering into this Member Agreement. Further, you acknowledge and agree that any oral or written statements Mighty Parties have made or will make regarding offers or Services to be performed under this Member Agreement shall have no effect unless executed by the Parties pursuant to Section 17 below. Notwithstanding the foregoing, you may also be subject to additional terms and conditions, posted policies, guidelines, or rules that may apply when you use the Services. The Parties do not confer any rights or remedies upon any person other than the Parties and their respective successors and permitted assigns.

16. Assignment. You may not assign your rights or obligations under this Member Agreement. Company may assign, transfer, or otherwise convey any of its rights under the Member Agreement, including your obligations to Company, to any party.  

17. Modifications. Any modifications to the terms and provisions of this Member Agreement may only be amended, modified, waived, or supplemented by an agreement in writing signed by each Party.

18. Waiver. The failure of Company to exercise or enforce any right or provision of the Member Agreement shall not operate as a waiver of such right or provision. Any waiver of the Member Agreement by Company must be in writing and signed by an authorized representative of Company.

19. Notices: All notices, requests, consents, claims, demands and other legal process, and other similar types of communications hereunder must be sent to: legal@joinmighty.com. Mighty Parties may send notice to you at any email address that you have provided.  All notices must be delivered by email and are deemed to have been given immediately upon transmission.

20. Member Acknowledgement. By accepting the terms of this Member Agreement, you (i) acknowledge that Company is a Nevada limited liability company, but may be registered to do business in other U.S. states under the fictitious name or alternate name of “Mighty Business Group”; (ii) acknowledge that all Services to be performed by Company or the Mighty Parties under this Agreement are to be deemed performed in Nevada.

21. Survival. Any terms and conditions of the Member Agreement, which by their nature extend beyond the termination of the Member Agreement, shall survive the termination or the Member Agreement, including, without limitation, Sections 4, 5, 6, 8, 10, 11, 12, 13, 14, 15, 16, 17,18, 19, 20 and this Section 21.