Terms of Use
Last updated: July 2, 2021
“Videoeditor” is a software application created by Miraitowa Inc, (“we”,”us”, or “our”), that provides users with the ability to create and edit videos on their mobile devices. The services offered by Miraitowa Inc include our software applications (including any updates, new versions or new releases thereof), including, but not limited, to applications for mobile devices such as Apple’s iPad and iPhone (each a “Videoeditor Application”), our website (the “Site”) and other services offered by Miraitowa Incin connection with our Videoeditor Application or the Site (any and all of the foregoing are referred to as the “Services”). The Services do not include any third-party social networking services or other third-party service (each a “Third Party Site” and, collectively, the “Third Party Sites”) you interact with via the Services. In places where a term or condition applies to Third Party Sites, the term “External Site” (and, collectively, “External Sites”) may be used instead.
Please read this Videoeditor Terms of Use (the “Terms”) carefully. These Terms govern your access to and use of the Services and Videoeditor Content (defined below) and set forth the legally binding terms for your use of the Services and Videoeditor Content, whether or not you are a Videoeditor App User or a visitor of the Site. A “Videoeditor App User” is a person who has downloaded and installed a copy of the Videoeditor Application on a device.
Your use of and upload of Videoeditor Videos to a Third Party Site will be subject to any terms and conditions of such Third Party Site, and you are solely responsible for ensuring your compliance with the terms and conditions of such Third Party Site.
YOU ACKNOWLEDGE AND AGREE THAT BY ACCESSING OR USING THE VIDEOEDITORAPPLICATION, THE SITE, OR SERVICES, BY DOWNLOADING THE VIDEOEDITOR APPLICATION TO ANY DEVICE OR POSTING OR ACCESSING ANY CONTENT ON THE SITE OR THROUGH THE SERVICES, YOU ARE INDICATING THAT YOU HAVE READ, UNDERSTAND AND AGREE TO BE BOUND BY THESE TERMS. IF YOU DO NOT AGREE TO THESE TERMS OF USE, THEN YOU HAVE NO RIGHT TO INSTALL THE VIDEOEDITOR APPLICATION ON ANY DEVICE OR ACCESS OR USE THE SITE, SERVICES, OR VIDEOEDITOR CONTENT.
MODIFICATION
Miraitowa Increserves the right, in its sole discretion, to modify, discontinue or terminate the Services or to modify these Terms, at any time and without prior notice. If we modify these Terms, we will post the modification on the Site and/or make it available within or from the Videoeditor Application or otherwise provide you with notice of the modification. The date of most recent revision shall be noted at the beginning of these Terms. By continuing to access or use the Services (including any VideoeditorApplication) after we have posted a modification to these Terms or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified Terms. If the modified Terms are not acceptable to you, then your only recourse is to cease using the Services, including removing the VideoeditorApplication from any devices. Notwithstanding the preceding sentences of this paragraph, no revisions to these Terms will apply to any dispute between you and Videoeditorthat arose prior to the date of such revision. These Terms may only be modified in writing as set forth in this paragraph, and may not be modified orally through any other form of communication, oral or written.
ELIGIBILITY AND ACCESS
In order to use the Services you must either be 18 years of age or possess parental or guardian consent, and you must be fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms and to abide by and comply with these Terms. If you are under 18 years of age, by using the Services you certify that your parent or guardian has consented to your use of the Services and to these Terms on your behalf, and you acknowledge and agree that your use of the Services is at their discretion. By downloading and using the VideoeditorApplication or by otherwise using the Services, you represent that you meet the eligibility requirements described above and have not been previously suspended or denied permission to use the Services.
PRIVACY
By using the Services you are subject to the VideoeditorPrivacy Policy which is hereby incorporated into and made part of these Terms. The Privacy Policy provides information and notices concerning our collection and use of your personal information. If you have any questions about the VideoeditorPrivacy Policy, you may contact us at miraitowaapp@gmail.com.
DEVICE LIMITS AND PURCHASES
Miraitowa Incallows up to 2 devices that you own and control to be signed in and using your purchases at a time.
Sharing an account is not allowed and will result in losing access to your own purchases. Miraitowa Incwill be under no obligation to restore service to any user affected by such action, whether or not corrective action is taken by the user. Users are therefore strongly cautioned to keep their Apple ID's and passwords private, and not to share them with others.
Accounts found to be involved in repeated refund and repurchasing or other abuses of the purchase process will be disabled at our discretion.
Apple ID and password combinations found to be shared online for the explicit purpose of providing free or paid access to Videoeditor, through commercial or non-commercial web sites, or via social media, may be disabled by Miraitowa Incat ANY time, regardless of whether device limits have been reached when access is disabled.
CONTENT
Certain types of content are made available through the Services. “Videoeditor Content” means Miraitowa Incproprietary content, including, but not limited to, Miraitowa Inc trademarks and logos made available through the Site and Services, excluding Third Party Content and User Content. “User Content” means the text, data, graphics, images, photos, video or audiovisual content (including any content included therein such as musical works, sound recordings, photographs, art, trademarks, trade names, etc.), hypertext links and any other content that a VideoeditorApp User uploads, posts, compiles or provides through the Services, including Videoeditor Videos, as applicable. “Third Party Content” means any content, the rights to which are owned by a third party that is not a VideoeditorApp User, including, by way of example and not limitation, third-party owned musical works, sound recordings, photographs, art, trademarks, trade names, etc.
User Content
By making available any User Content through the Services, you hereby grant to Miraitowa Inc and its users a worldwide, non-exclusive, transferable, assignable, royalty-free license, with the right to sublicense, to use, reproduce (including synchronize in timed relation to visual images), adapt, modify, distribute, publicly display, publicly perform (including by means of a digital audio transmission), transmit, stream, broadcast, make available, communicate to the public and otherwise use and exploit (collectively, “Use”) such User Content only on, through or by means of the Services, to upload and transmit your User Content to any External Sites selected by you through the VideoeditorApplication, and to advertise, market or promote the Services through any and all media, whether now known or hereafter created. Miraitowa Incdoes not claim any ownership rights in any such User Content and nothing in these Terms will be deemed to restrict any rights that you may have to Use any such User Content.
You acknowledge and agree that you are solely responsible for all User Content (including any Third Party Content included therein, as further described below) that you make available through the Services or have uploaded to any External Sites through the VideoeditorApplication. Accordingly, you represent and warrant that: (a) you either are the sole and exclusive owner of all User Content that you make available through the Services or you have all rights, licenses, consents, and releases that are necessary to grant to Miraitowa Incthe rights in such User Content, as contemplated under these Terms; (b) neither the User Content nor your accessing, posting, submission or transmittal of the User Content or Miraitowa Inc’s Use of the User Content (or any portion thereof) on, through or by means of the Site and the Services or by upload or transmission to any External Sites at your direction will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation; and (c) no payments of any kind shall be due to any third party, whether a copyright owner or an agent thereof, for any Use made of the User Content (or any portion thereof) on, through or by means of the Services or by upload or transmission to any External Sites at your direction.
Third Party Content and Agreements
The VideoeditorApplication permits a VideoeditorApp User to create VideoeditorVideos using sound recordings (and the musical works embodied therein) stored on the device to which the VideoeditorApplication has been downloaded and by capturing and/or editing images during the creation of a new audiovisual work (e.g., videos, background images, artwork, etc.). In all cases where Third Party Content is included in a VideoeditorVideo created by a VideoeditorApp User, the VideoeditorApp User is solely responsible for clearing all necessary rights in and for the Use of such Third Party Content within a VideoeditorVideo. These rights may include, but are not limited to, the right to reproduce a musical work and a sound recording in a video, including the right to synchronize the musical work and the sound recording in timed relation to visual images, the right to reproduce a video, photograph, or artwork in a video, the right to distribute a VideoeditorVideo in which Third Party Content may be embodied, and the right to create derivative works of Third Party Content by including such Third Party Content in a VideoeditorVideo.
The copyright laws of the jurisdiction in which you reside and/or in which your VideoeditorVideo is made available will likely govern whether you need to obtain a license or affirmative consent to use Third Party Content in a Videoeditor Video or whether your use may be deemed a “fair use.” If you create a VideoeditorVideo using any Third Party Content, then you are solely responsible for determining what permissions, authorizations, consents, and licenses need to be obtained in order to include such Third Party Content in your VideoeditorVideo.
The U.S. Copyright Office provides some information on “fair use,” available here, http:// www.copyright.gov/fls/fl102.html, but this is no substitute for the advice of an attorney. Miraitowa Incis not providing you with legal advice through these Terms and you are responsible for seeking the advise of an attorney familiar with the laws of the jurisdiction where you may implicate the rights of a third party.
For the avoidance of doubt, these Terms do not authorize you to, and you may not, reproduce, distribute, publicly display, publicly perform, communicate to the public, make available, create derivative works of or otherwise use or exploit any Third Party Content using the VideoeditorApplication or the Services without proper authorization or in violation of applicable copyright law, and the owners of such Third Party Content may have the right to seek damages against you for any such violation. Notwithstanding the preceding sentence, any Third Party Content provided to you by Miraitowa Incfor use with the Services (if any) will be clearly identified as such, and Miraitowa Incwill identify the rights granted to you with respect to such Third Party Content.
Your ability to access or link to Third Party Content, User Content or Third Party Sites does not imply any endorsement by Miraitowa Incof Third Party Content, User Content or any Third Party Sites.
COPYRIGHTED MATERIALS; NO INFRINGING USE
You may not use the Services to offer, display, distribute, transmit, route, provide connections to or store any material that infringes copyrighted works or otherwise violates or promotes the violation of the intellectual property rights of any third party. Miraitowa Incwill, to the extent capable and in appropriate circumstances, terminate the accounts of users, if any, who repeatedly infringe or are believed to be or are charged with repeatedly infringing the rights of copyright holders.
USAGE CHARGES
You assume all responsibility for any data charges that you may incur for use of the VideoeditorApplication and/or access to any Third Party Content or User Content.
OWNERSHIP; PROPRIETARY RIGHTS NOTICES
The Services and VideoeditorContent are protected by copyright, trademark and other laws of the United States and foreign countries. Except as expressly provided in these Terms, Miraitowa Incand its licensors exclusively own all right, title, and interest in and to the Services and VideoeditorContent, including all associated intellectual property rights. You may not remove, alter or obscure any copyright, trademark, service mark or other proprietary rights notices incorporated in or accompanying the Services or VideoeditorContent.
Miraitowa Incclaims no ownership interest in any Third Party Content and expressly disclaims any liability concerning such content.
All trademarks, service marks, logos, trade names and any other proprietary designations of Miraitowa Incused herein are trademarks or registered trademarks of Miraitowa Inc. Any other trademarks, service marks, logos, trade names and any other proprietary designations are the trademarks or registered trademarks of their respective parties.
VIDEOEDITOR APPLICATION LICENSE
License Grant
Subject to your compliance with the terms and conditions of these Terms, Videoeditorgrants you a limited, non-exclusive, non-transferable license, without the right to sublicense, to download and install a copy of the VideoeditorApplication onto any authorized device you own and control, and run such copy of the VideoeditorApplication solely for your personal, non-commercial use. Furthermore, with respect to any version of the VideoeditorApplication obtained through the Apple App Store, you may only use the Videoeditor Application as permitted by the “Usage Rules” set forth in the Apple App Store Terms of Service. The VideoeditorApplication is licensed, not sold, to you for use only under these Terms and Miraitowa Increserves all rights in the VideoeditorApplication not expressly granted to you in these Terms.
Restrictions
Except as expressly specified in these Terms, you may not (a) copy or modify the VideoeditorApplication, including, but not limited to, adding new features or otherwise making adaptations that alter the functioning of the VideoeditorApplication; (b) transfer, sell, rent, lease, distribute, sublicense or otherwise assign any rights to, or any portion of, the VideoeditorApplication to any third party; or (c) make the functionality of the VideoeditorApplication available to multiple users through any means, including, but not limited to, distribution of the VideoeditorApplication or by uploading the VideoeditorApplication to a network or file-sharing service or through any hosting, application services provider or any other type of service. The VideoeditorApplication contains trade secrets, and in order to protect those secrets you agree not to disassemble, decompile or reverse engineer the VideoeditorApplication, in whole or in part, or permit or authorize a third party to do so, except to the extent such activities are expressly permitted by law. You must comply with any technical restrictions in the VideoeditorApplication that allow you to use the VideoeditorApplication only in certain ways. Notwithstanding the foregoing restrictions in this paragraph, nothing in these Terms shall act as a limitation on your ability to transfer, sell, convey or otherwise dispose of any device on which the VideoeditorApplication is embodied to the extent such VideoeditorApplication is authorized for use on such device.
Updates and Upgrades; No Obligation
Miraitowa Incis not obligated to maintain or support the VideoeditorApplication, to provide all or any specific content through the VideoeditorApplication, or to provide you with updates, upgrades or services related thereto. You acknowledge that Miraitowa Incmay from time to time in its sole discretion issue updates or upgrades to the VideoeditorApplication, disable access to the VideoeditorApplication for any period of time or permanently, and may automatically update or upgrade the version of the VideoeditorApplication that you are using on your mobile device. You consent to such automatic updating or upgrading on your mobile device, and agree that the terms and conditions of these Terms will apply to all such updates or upgrades, unless such update or upgrade is accompanied by a separate license, in which case the terms of that license shall apply. Miraitowa Incshall have no liability to you arising out of any unavailability of the VideoeditorApplication or the loss of any VideoeditorVideos on any version of the VideoeditorApplication.
U.S. Government End Users
The Videoeditor Application and related documentation are “commercial items” as that term is defined in FAR 2.101, consisting of “commercial computer software” and “commercial computer software documentation,” respectively, as such terms are used in FAR 12.212 and DFARS 227.7202. If the Videoeditor Application and related documentation are being acquired by or on behalf of the U.S. Government, then, as provided in FAR 12.212 and DFARS 227.7202-1 through 227.7202-4, as applicable, the U.S. Government’s rights in the VideoeditorApplication and related documentation will be only those specified in these Terms.
Proprietary Rights
You agree that Miraitowa Incand its licensors own all right, title, and interest in and to the VideoeditorApplication, including all intellectual property rights therein, and that Miraitowa Incretains ownership of all copies of the VideoeditorApplication even after installation on your mobile device. The VideoeditorApplication is protected by United States copyright law and international treaties. You will not delete or in any manner alter the copyright, trademark and other proprietary rights notices or markings appearing on the VideoeditorApplication as delivered to you.
EXPORT CONTROL
You may not use, export, re-export, import or transfer the VideoeditorApplication except as authorized by United States law, the laws of the jurisdiction in which you obtained the VideoeditorApplication, and any other applicable laws. In particular, but without limitation, the Videoeditor Application may not be exported or re-exported: (a) into any United States embargoed countries; or (b) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Department of Commerce’s Denied Person’s List or Entity List. By using the VideoeditorApplication, you represent and warrant that you are not located in any such country or on any such list. You also may not use the VideoeditorApplication for any purpose prohibited by U.S. law.
FEEDBACK
We invite you to provide us with your thoughts, ideas, comments, and feedback (collectively “Feedback”) on the Services and how we might be able to improve the Services or make it more useful to VideoeditorApp Users. You may submit Feedback by using the customer support features of the Videoeditorapp. You acknowledge and agree that all Feedback will be the sole and exclusive property of Miraitowa Incand you hereby irrevocably assign to Miraitowa Incand agree to irrevocably assign to Miraitowa Incall of your right, title, and interest in and to all Feedback, including without limitation, all worldwide patent rights, copyright rights, trade secret rights and other proprietary or intellectual property rights therein. At Miraitowa Inc’s request and expense, you will execute documents and take such further acts as Miraitowa Incmay reasonably request to assist Miraitowa Incto acquire, perfect, and maintain its intellectual property rights and other legal protections for the Feedback.
INTERACTIONS BETWEEN USERS
You are solely responsible for your interactions (including any disputes) with other VideoeditorApp Users or users who view or access VideoeditorVideos. You understand that Miraitowa Incdoes not in any way screen users of the Services. You are solely responsible for, and will exercise caution, discretion, common sense and judgment in, using the Services and disclosing personal information to other users of the Services. You agree to take reasonable precautions in all interactions with other users of the Services, particularly if you decide to communicate with other users of the Services offline or meet them in person. Your use of the Services, VideoeditorContent, User Content, and any other content made available through the Services is at your sole risk and discretion, and Miraitowa Inchereby disclaims any and all liability to you or any third party relating thereto. Miraitowa Increserves the right to contact users of the Services, in compliance with applicable law, in order to evaluate compliance with the rules and policies in these Terms. You will cooperate fully with Miraitowa Incto investigate any suspected unlawful, fraudulent or improper activity via the Services.
GENERAL PROHIBITIONS
You agree not to do any of the following while using the Services or VideoeditorContent:
• Access, post, submit or transmit any text, graphics, images, software, music, audio, video, information or other material that: (i) infringes, misappropriates or violates a third party’s patent, copyright, trademark, trade secret, moral rights or other intellectual property rights, or rights of privacy or publicity, including, but not limited to, in any Third Party Content; (ii) violates, or encourages any conduct that would violate, any applicable law or regulation or would give rise to civil liability; (iii) is fraudulent, false, misleading or deceptive; (iv) is defamatory, obscene, vulgar, offensive, shocking or objectionable; (v) constitutes child pornography or child erotica; (vi) promotes discrimination, bigotry, racism, hatred, harassment or harm against any individual, group, class of people or characteristics of any person; (vii) is violent or threatening or promotes violence or actions that are threatening to any other person; or (viii) promotes illegal or harmful activities or substances (including, but not limited to, activities that promote or provide instructional information regarding the manufacture or purchase of illegal weapons or illegal substances or the unauthorized Use of copyrighted materials).
• Use, display, mirror, frame or utilize framing techniques to enclose the Services, or any individual element or materials within the Services, Miraitowa Inc’s name, any Miraitowa Inctrademark, logo or other proprietary information, the content of any text or the layout and design of any page or form contained on a page, without Miraitowa Inc’s express written consent;
• Access, tamper with or use non-public areas of the Services, Miraitowa Inc’s computer systems or the technical delivery systems of Miraitowa Inc’s providers;
• Attempt to probe, scan or test the vulnerability of any Miraitowa Incsystem or network or breach any security or authentication measures;
• Avoid, bypass, remove, deactivate, impair, descramble or otherwise circumvent any technological measure implemented by Miraitowa Incor any of Miraitowa Inc’s providers or any other third party (including another user) to protect the Services or VideoeditorContent;
• Access or search the Services or VideoeditorContent through the use of any engine, software, tool, agent, device or mechanism other than the software provided by Miraitowa Incor other generally available third party web browsers (such as Chrome, Safari, Internet Explorer, Firefox, etc.);
• Send or post any unsolicited or unauthorized advertising, promotional materials, email, junk mail, spam, chain letters or other form of solicitation;
• Use any meta tags or other hidden text or metadata utilizing a Miraitowa Inctrademark, logo URL or product name without Miraitowa Inc’s express written consent;
• Use the Services or VideoeditorContent for any commercial purpose or the benefit of any third party or in any manner not permitted by these Terms;
• Forge any TCP/IP packet header or any part of the header information in any email or other communication, or in any way use the Services or VideoeditorContent to send altered, deceptive or false source- identifying information;
• Attempt to decipher, decompile, disassemble or reverse engineer any of the software used to provide the Services or VideoeditorContent; Interfere with, or attempt to interfere with, the access of any user, host or network connected to the Site or Services, including, without limitation, sending a virus, overloading, flooding, spamming or mail-bombing the Site;
• Collect or store any personally identifiable information from the Services from other users of the Services without their express permission;
• Solicit login information or access an account belonging to someone else;
• Use the VideoeditorApplication to do anything misleading, malicious or discriminatory;
• Impersonate or misrepresent your affiliation with any person or entity;
• Violate any applicable law or regulation; or
• Encourage or enable any other individual to do any of the foregoing.
Miraitowa Incwill have the right to investigate and take all appropriate legal action to prevent, stop or deter violations of any of the above, including infringement of intellectual property rights and Services security issues. Miraitowa Incmay involve and cooperate with law enforcement authorities and third party intellectual property owners in prosecuting users who violate these Terms or the rights of any third party.
MONITORING
You acknowledge and agree that Miraitowa Inc: (i) is not responsible for the availability or accuracy of any Third Party Content or User Content or the products or services available on any Third Party Sites; (ii) has no liability to you or any third party for any harm, injuries or losses suffered as a result of your access to, reliance on or use of Third Party Content, User Content or Third Party Sites; (iii) does not undertake or assume any duty to monitor the Services for inappropriate or unlawful content; and (iv) does not make any promises to remove any Third Party Content or User Content from being accessed through the Services. Notwithstanding the foregoing, Miraitowa Increserves the right to monitor, filter, block or remove any VideoeditorVideos and Third Party Content from the Services at any time in Miraitowa Inc’s sole discretion for any reason and without any liability to you.
SWEEPSTAKES AND CONTESTS
Miraitowa Inc may operate sweepstakes, contests and similar promotions (collectively, “Promotions”) through the Services. You should carefully review the rules (e.g., the “Official Rules”) of each Promotion in which you participate through the Services, as they may contain additional important information about Miraitowa Inc’s rights to and ownership of the submissions you make as part of the Promotions and as a result of your participation in such Promotion. To the extent that the terms and conditions of such Official Rules conflict with these Terms, the terms and conditions of such Official Rules will control.
TERM AND TERMINATION
The license to the VideoeditorApplication granted under these Terms remains in effect, unless earlier terminated by you or Miraitowa Incin accordance with this provision. You may terminate the license at any time by destroying all copies of the VideoeditorApplication in your possession or control. Without limiting any other terms of these Terms, the license will automatically terminate without notice from Miraitowa Incif you breach any terms of these Terms. Upon any termination of these Terms, you must cease all use of the VideoeditorApplication and promptly delete and destroy all copies, full or partial, of the VideoeditorApplication.
Without limiting any other remedies, Miraitowa Incmay at any time suspend or terminate your right to use the Services. In addition, Miraitowa Incmay notify authorities or take any actions it deems appropriate, without notice to you, if Miraitowa Incsuspects or determines, in its own discretion, that you may have or there is a significant risk that you have (i) failed to comply with any provision of these Terms or any policies or rules established by Miraitowa Inc; or (ii) engaged in actions relating to or in the course of using the Services that may be illegal or cause liability, harm, embarrassment, harassment, abuse or disruption for you, VideoeditorApp Users, others of the Services, Miraitowa Incor any other third parties or the Services.
Notwithstanding any other provision of these Terms, we may retain copies of your User Content for archival or audit purposes or as may be required by law. Furthermore, Miraitowa Incand its users may retain and continue to Use, store and display any of your User Content that other users have stored or shared through the VideoeditorApplication.
After any termination, you understand and acknowledge that we will have no further obligation to provide the Services and all licenses and other rights granted to you by these Terms will immediately cease. Miraitowa Incwill not be liable to you or any third party for termination of the Services or termination of your use of either. UPON ANY TERMINATION OR SUSPENSION, ANY CONTENT OR INFORMATION (INCLUDING USER CONTENT) THAT YOU HAVE SUBMITTED ON OR THROUGH THE SERVICES MAY NO LONGER BE ACCESSIBLE BY YOU VIA THE SERVICES, AND VIDEOEDITOR SHALL HAVE NO LIABILITY TO YOU FOR SUCH UNAVAILABILITY.
Any suspension, termination or cancellation of these Terms, including, but not limited to, termination of your right to use the Services, will not affect your obligations to Miraitowa Incunder these Terms (including, without limitation, proprietary rights and ownership, indemnification, and limitation of liability), which by their sense and context are intended to survive and do survive such suspension, termination or cancellation, including, but not limited to, the sections User Content, Ownership, Feedback, Term and Termination, Disclaimers, Indemnity, Limitation of Liability, Dispute Resolution, and Miscellaneous.
DISCLAIMERS
THE SERVICES, VIDEOEDITOR CONTENT, THIRD PARTY CONTENT AND USER CONTENT ARE PROVIDED “AS IS”, “AS AVAILABLE,” AND “WITH ALL FAULTS,” WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED. WITHOUT LIMITING THE FOREGOING, MIRAITOWA INCEXPLICITLY DISCLAIMS ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT OR NON-INFRINGEMENT, AND ANY WARRANTIES ARISING OUT OF COURSE OF DEALING OR USAGE OF TRADE. MIRAITOWA INCMAKES NO WARRANTY THAT THE SERVICES, VIDEOEDITOR CONTENT, THIRD PARTY CONTENT OR USER CONTENT WILL MEET YOUR REQUIREMENTS OR BE AVAILABLE ON AN UNINTERRUPTED, SECURE, OR ERROR-FREE BASIS.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED FROM MIRAITOWA INCOR THROUGH THE SERVICES, VIDEOEDITOR CONTENT OR USER CONTENT, WILL CREATE ANY WARRANTY NOT EXPRESSLY MADE HEREIN.
INDEMNITY
You agree to defend, indemnify, and hold Miraitowa Inc, its officers, directors, investors, employees agents, and advisors (collectively, “Miraitowa Inc Indemnified Parties”) harmless from and against any claims, liabilities, damages, losses and expenses, including without limitation reasonable legal and accounting fees (collectively, “Claims”), arising out of or in any way connected with User Content, your access to or use of the Services or VideoeditorContent, or your violation of these Terms. You further agree that Miraitowa Incmay, in its sole discretion, if it believes that you are unwilling or unable to adequately defend, indemnify, and hold the Miraitowa IncIndemnified Parties harmless from and against any and all Claims, assume the defense of any Claims at your expenses. Miraitowa Incwill use reasonable efforts to notify you of its assumption of the defense against any Claims, but Miraitowa Inc’s failure or inability to so notify you shall not eliminate or in any way modify your obligations under this section.
LIMITATION OF LIABILITY
YOU ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT PERMITTED BY LAW, THE ENTIRE RISK ARISING OUT OF YOUR ACCESS TO AND USE OF THE SERVICES, INCLUDING THE VIDEOEDITORAPPLICATION, AND CONTENT THEREIN REMAINS WITH YOU. NEITHER MIRAITOWA INCNOR ANY OTHER PARTY INVOLVED IN CREATING, PRODUCING, OR DELIVERING THE SERVICES OR VIDEOEDITOR CONTENT WILL BE LIABLE FOR ANY INCIDENTAL, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING LOST PROFITS, LOSS OF DATA OR LOSS OF GOODWILL, SERVICE INTERRUPTION, COMPUTER DAMAGE OR SYSTEM FAILURE OR THE COST OF SUBSTITUTE PRODUCTS OR SERVICES, ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT THEREIN, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT MIRATOWA INCHAS BEEN INFORMED OF THE POSSIBILITY OF SUCH DAMAGE, EVEN IF A LIMITED REMEDY SET FORTH HEREIN IS FOUND TO HAVE FAILED OF ITS ESSENTIAL PURPOSE. YOU SPECIFICALLY ACKNOWLEDGE THAT MIRAITOWA INCIS NOT LIABLE FOR THE DEFAMATORY, OFFENSIVE OR ILLEGAL CONDUCT OF OTHER USERS, THIRD PARTIES, USER CONTENT OR THIRD PARTY CONTENT, AND THAT THE RISK OF INJURY FROM THE FOREGOING RESTS ENTIRELY WITH YOU.
IN NO EVENT WILL MIRAITOWA INC’S AGGREGATE LIABILITY ARISING OUT OF OR IN CONNECTION WITH THESE TERMS OR FROM THE USE OF OR INABILITY TO USE THE SERVICES OR CONTENT THEREIN EXCEED ONE HUNDRED U.S. DOLLARS ($100). THE LIMITATIONS OF DAMAGES SET FORTH ABOVE ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN MIRAITOWA INCAND YOU.
APPLICABLE LAW MAY NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY OR INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU. IN SUCH CASES, YOU AGREE THAT BECAUSE SUCH WARRANTY DISCLAIMERS AND LIMITATIONS OF LIABILITY REFLECT A REASONABLE AND FAIR ALLOCATION OF RISK BETWEEN YOU AND MIRAITOWA INC, AND ARE FUNDAMENTAL ELEMENTS OF THE BASIS OF THE BARGAIN BETWEEN YOU AND MIRAITOWA INCIN LIGHT OF MIRAITOWA INC’S OFFERING MANY OF THE FUNCTIONALITIES OF THE SERVICES FOR FREE, MIRAITOWA INC’S LIABILITY WILL BE LIMITED TO THE MAXIMUM EXTENT PERMITTED BY LAW. YOU UNDERSTAND AND AGREE THAT MIRAITOWA INCWOULD NOT BE ABLE TO OFFER THE SERVICES TO YOU ON AN ECONOMICALLY FEASIBLE BASIS WITHOUT THESE LIMITATIONS.
DISPUTE RESOLUTION
Mandatory Arbitration
Please read this carefully. It affects your rights. YOU AND MIRAITOWA INCAND EACH OF OUR RESPECTIVE SUBSIDIARIES, AFFILIATES, PREDECESSORS IN INTEREST, SUCCESSORS, AND PERMITTED ASSIGNS AGREE TO ARBITRATION (EXCEPT FOR MATTERS THAT MAY BE TAKEN TO SMALL CLAIMS COURT), AS THE EXCLUSIVE FORM OF DISPUTE RESOLUTION EXCEPT AS PROVIDED FOR BELOW, FOR ALL DISPUTES AND CLAIMS ARISING OUT OF OR RELATING TO THESE TERMS OR YOUR USE OF THE SERVICES. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, allows for more limited discovery than in court, and is subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Please visit www.adr.org for more information about arbitration.
Commencing Arbitration.
A party who intends to seek arbitration must first send to the other a written notice of intent to arbitrate (a “Notice”) and email to miraitowaapp@gmail.com.The Notice must (i) describe the nature and basis of the claim or dispute; and (ii) set forth the specific relief sought (the “Demand”). If you and Miraitowa Incdo not reach an agreement to resolve the claim within 30 days after the Notice is received, you or Miraitowa Inc may commence an arbitration proceeding as set forth below or file a claim in small claims court. THE ARBITRATION SHALL BE ADMINISTERED BY THE AMERICAN ARBITRATION ASSOCIATION (“AAA”) IN ACCORDANCE WITH ITS COMMERCIAL ARBITRATION RULES AND THE SUPPLEMENTARY PROCEDURES FOR CONSUMER RELATED DISPUTES (the “Rules”), AS MODIFIED BY THESE TERMS. The Rules and AAA forms are available online at www.adr.org or by calling the AAA at 1-800-778-7879, or by writing to the Arbitration Notice Address. If you are required to pay a filing fee to commence an arbitration against Miraitowa Inc, then Miraitowa Incwill promptly reimburse you for your confirmed payment of the filing fee upon Miraitowa Inc’s receipt of Notice at the Arbitration Notice Address that you have commenced arbitration along with a receipt evidencing payment of the filing fee, unless your Demand is deemed to be fraudulent or in bad faith or is equal to or greater than $1,000, in which case you are solely responsible for the payment of the filing fee.
Arbitration Proceeding
The arbitration shall be conducted in the English language. A single independent and impartial arbitrator shall be appointed pursuant to the Rules, as modified herein. You and Miraitowa Incagree to comply with the following rules, which are intended to streamline the dispute resolution process and reduce the costs and burdens on the parties: (i) the arbitration shall be conducted in English and by telephone, online and/or be solely based on written submissions, the specific manner to be chosen by the party initiating the arbitration; (ii) the arbitration shall not require any personal appearance by the parties or witnesses unless otherwise mutually agreed in writing by the parties; and (iii) any judgment on the award rendered by the arbitrator may be entered in any court of competent jurisdiction.
No Class Actions
YOU AND MIRAITOWA INCAGREE THAT YOU AND MIRAITOWA INC MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. FURTHER, YOU AGREE THAT THE ARBITRATOR MAY NOT CONSOLIDATE PROCEEDINGS OF MORE THAN ONE PERSON’S CLAIMS, AND MAY NOT OTHERWISE PRESIDE OVER ANY FORM OF A REPRESENTATIVE OR CLASS PROCEEDING. IF THIS SPECIFIC PROVISO IS FOUND TO BE UNENFORCEABLE, THEN YOU FURTHER AGREE THAT THE PROVISIONS OF THIS AGREEMENT CONCERNING MANDATORY ARBITRATION SHALL NOT APPLY TO ANY ACTION INVOLVING A PURPORTED CLASS OR REPRESENTATIVE PROCEEDING, AND SUCH ACTIONS BETWEEN YOU AND MIRAITOWA INCSHALL PROCEED, IF AT ALL, IN STATE OR FEDERAL COURT, AND SHALL BE SUBJECT TO THE EXCLUSIVE JURISDICTION OF THE COURTS LOCATED IN THE STATE OF NEW HAMPSHIRE.
Decision of the Arbitrator.
Barring extraordinary circumstances, the arbitrator shall issue his or her decision within 120 days from the date the arbitrator is appointed. The arbitrator may extend this time limit for an additional 30 days in the interests of justice. All arbitration proceedings shall be closed to the public and confidential and all records relating thereto shall be permanently sealed, except as necessary to obtain court confirmation of the arbitration award. The award of the arbitrator shall be in writing and shall include a statement setting forth the reasons for the disposition of any claim. The arbitrator shall apply the laws of the State of New Hampshire in conducting the arbitration. You acknowledge that these Terms and your use of the Services evidences a transaction involving interstate commerce. The United States Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings pursuant to the Mandatory Arbitration clause in these Terms.
Choice of Law/Forum
These Terms and your use of the Services shall be governed by the substantive laws of the State of New Hampshire without reference to its choice or conflicts of law principles. Only if the Mandatory Arbitration clause is deemed to be null and void, then all disputes arising between you and Miraitowa Incunder these Terms shall be subject to the exclusive jurisdiction of the state and federal courts located in the State of New Hampshire, and you and Miraitowa Inchereby submit to the personal jurisdiction and venue of these courts and waive any claim of inconvenient forum.
Equitable Relief
The foregoing provisions of this Dispute Resolution section do not apply to any claim in which Miraitowa Incseeks equitable relief of any kind. You acknowledge that, in the event of a breach of these Terms by Miraitowa Incor any third party, the damage or harm, if any, caused to you will not entitle you to seek injunctive or other equitable relief against Miraitowa Inc, including with respect to any User Content, and your only remedy shall be for monetary damages, subject to the limitations of liability set forth in these Terms.
Claims
You and Miraitowa Incagree that, notwithstanding any other rights the party may have under law or equity, any cause of action arising out of or related to these Terms or the Services, excluding a claim for indemnification, must commence within one year after the cause of action accrues. Otherwise, such cause of action is permanently barred.
Improperly Filed Claims
All claims you bring against Miraitowa Incmust be resolved in accordance with this Dispute Resolution section. All claims filed or brought contrary to this Dispute Resolution section shall be considered improperly filed. Should you file a claim contrary to this Dispute Resolution section, Miraitowa Inc may recover attorneys’ fees and costs up to $5,000, provided that Miraitowa Inchas notified you in writing of the improperly filed claim, and you have failed to promptly withdraw the claim.
NOTICE AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT OR OTHER INTELLECTUAL PROPERTY INFRINGEMENTS
Respect of Third Party Rights
Miraitowa Increspects the intellectual property of others and takes the protection of intellectual property very seriously, and we ask our users to do the same. Infringing activity will not be tolerated on or through the Services.
Repeat Infringer Policy
Miraitowa Inc’s intellectual property policy is to (i) remove or disable access, to the extent of Miraitowa Inc’s ability and control, material that Miraitowa Inc believes in good faith, upon notice from an intellectual property owner or their agent, is infringing the intellectual property of a third party by being made available through the Services, and (ii) remove or disable access to any User Content posted to or made available through the Services by “repeat infringers.” Miraitowa Inc considers a “repeat infringer” to be any user that has uploaded User Content to or through the Services and for whom Miraitowa Inchas received more than two take-down notices compliant with the provisions of 17 U.S.C. § 512(c) with respect to such User Content. Miraitowa Inchas discretion, however, to terminate the account of any user, to the extent Miraitowa Inchas such ability, after receipt of a single notification of claimed infringement or upon Miraitowa Inc’s own determination. Note, however, that Miraitowa Incmay not have an ongoing relationship with VideoeditorApp Users following the download of the Application to a mobile device that enables Miraitowa Incto block a user from uploading a VideoeditorVideo to a Third Party Site.
Procedure for Reporting Claimed Infringement
If you believe that any content accessible on or through the Services has been used or exploited in a manner that infringes an intellectual property right you own or control, then please promptly send a “Notification of Claimed Infringement” containing the following information to the Designated Agent identified below. Your communication must include substantially the following:
(i) A physical or electronic signature of a person authorized to act on behalf of the owner of the work(s) that has/have been allegedly infringed;
(ii) Identification of works or materials being infringed, or, if multiple works are covered by a single notification, a representative list of such works;
(iii) Identification of the specific material that is claimed to be infringing 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 Miraitowa Incto locate the material;
(iv) Information reasonably sufficient to permit Miraitowa Incto contact you, such as an address, telephone number, and, if available, an electronic mail address at which you may be contacted;
(v) A statement that you have a good faith belief that the use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and
(vi) 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.
You should consult with your own lawyer and/or see 17 U.S.C. § 512 to confirm your obligations to provide a valid notice of claimed infringement.
Counter Notification
If you receive a notification from Miraitowa Incthat material made available by you on or through the Services has been the subject of a Notification of Claimed Infringement, then you will have the right to provide Miraitowa Inc with what is called a “Counter Notification.” To be effective, a Counter Notification must be in writing, provided to Miraitowa Inc’s Designated Agent through one of the methods identified immediately above, and include substantially the following information:
(i) A physical or electronic signature of the subscriber;
(ii) 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;
(iii) A statement under penalty of perjury that the subscriber has a good faith belief that the material was removed or disabled as a result of mistake or misidentification of the material to be removed or disabled; and
(iv) The subscriber’s name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber’s address is outside of the United States, for any judicial district in which Miraitowa Incmay be found, and that the subscriber will accept service of process from the person who provided a notification of claimed infringement pursuant or an agent of such person.
A party submitting a Counter Notification should consult a lawyer or see 17 U.S.C. § 512 to confirm the party’s obligations to provide a valid counter notification under the Copyright Act.
False Notifications of Claimed Infringement or Counter Notifications
The Copyright Act provides that:
[a]ny person who knowingly materially misrepresents under [Section 512 of the Copyright Act (17 U.S.C. § 512)] (1) that material or activity is infringing, or (2) that material or activity was removed or disabled by mistake or misidentification, shall be liable for any damages, including costs and attorneys’ fees, incurred by the alleged infringer, by any copyright owner or copyright owner’s authorized licensee, or by a service provider, who is injured by such misrepresentation, as the result of [Miraitowa Inc] relying upon such misrepresentation in removing or disabling access to the material or activity claimed to be infringing, or in replacing the removed material or ceasing to disable access to it.
17 U.S.C. § 512(f).
Miraitowa Increserves the right to seek damages from any party who submits a notice of infringement claim or counter-notification for violation of the law. If you have any questions, please contact us via miraitowaapp@gmail.com.
MISCELLANEOUS
Entire Agreement; Amendment
These Terms of Use constitute the entire and exclusive understanding and agreement between Miraitowa Incand you regarding the Services and any content available thereon or there through, and these Terms supersede and replace any and all prior oral or written understandings or agreements between Miraitowa Incand you regarding the Service or such content. These Terms shall not be modified except in a writing, signed by both parties, or by a change to these Terms made by Miraitowa Incas authorized in these Terms.
Waiver
A provision of these Terms may be waived only by a written instrument executed by the party entitled to the benefit of such provision. No failure or delay on the part of Miraitowa Incin the exercise of any power or right under these Terms shall operate as a waiver thereof. No single or partial exercise of any right or power under these Terms shall operate as a waiver of such right or of any other right or power. The waiver by Miraitowa Incof a breach of any provision of these Terms shall not operate or be construed as a waiver of any other or subsequent breach of these Terms.
Severability
If any provision of these Terms shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from these Terms and shall not affect the validity and enforceability of any remaining provisions.
Assignment
You may not assign or transfer these Terms by operation of law or otherwise, without Miraitowa Inc’s prior written consent. Any attempt by you to assign or transfer these Terms, without such consent, will be null and of no effect. Miraitowa Incmay freely assign these Terms. Subject to the foregoing, these Terms will bind and inure to the benefit of the parties, their successors, and permitted assigns.
No Agency
You agree that no joint venture, partnership, employment, or agency relationship exists between you and Miraitowa Incas a result of these Terms or use of the Services. You further acknowledge that by submitting User Content, no confidential, fiduciary, contractually implied or other relationship is created between you and Miraitowa Incother than pursuant to these Terms.
Headings
The heading references in these Terms are for convenience purposes only, do not constitute a part of these Terms, and shall not be deemed to limit or affect any of the provisions hereof.
Notices
You consent to the use of: (i) electronic means to complete these Terms and to deliver any notices or other communications permitted or required hereunder; and (ii) electronic records to store information related to these Terms or your use of the Services. Any notices or other communications permitted or required hereunder, including those regarding modifications to these Terms, will be in writing and given by Miraitowa Inc(x) via email if applicable (in each case to the address that you provide); or (y) by posting on or through the Services. For notices made by e-mail, the date of transmission will be deemed the date on which such notice is transmitted.
Rights Cumulative
Except as expressly set forth in these Terms, the exercise by either party of any of its remedies under these Terms will be without prejudice to its other remedies under these Terms or otherwise.
No Third Party Beneficiaries
There are no third-party beneficiaries of these Terms unless provided expressly by Miraitowa Incwith respect to any Third Party Content expressly licensed by Miraitowa Inc.
Disclosure
The Services here-underare offered by Miraitowa Inc. You may contact us by sending correspondence to the foregoing address or by emailing us at miraitowaapp@gmail.com. If you are a California resident, you may have these Terms mailed to you electronically by sending a letter to the foregoing address with your electronic mail address and a request for these Terms.
CERTAIN THIRD PARTY SOFTWARE
The VideoeditorApplication may use open source software from third-parties, including the open source software components or packages listed in the Legal Notices disclosure.