Last Updated: 28 February 2023
Thank you for your interest in Mitti Holdings Pty Ltd and its affiliates (“Mitti,” “we,” or “us”) and our community-based website at https://mitti.com/community/ (together with any other websites owned and/or operated by us, our “Site”). These Terms of Use are a legally binding contract between you and Mitti regarding your access and use of the Site.
Please read the following terms carefully. By accessing or using the information, content, documentation, sample code, tools, or other materials made available by Mitti in, on, or through the Site (‘the “Materials”), or submitting content to the Site, you acknowledge that you have read, understood, and agree to be bound by the following terms and conditions (together, the “Terms”). If you are not eligible (as set forth in Section 2 below), or do not agree to the Terms, then you do not have our permission to use the Site.
Eligibility
By agreeing to these Terms, you represent and warrant to us that: (a) you are at least 18 years of age; (b) you have not previously been suspended or removed from the Site; and (c) your registration (where applicable) and your use of the Site is in compliance with all applicable laws and regulations. If you are using the Site on behalf of an entity, organization, or company (“Represented Entity”), you represent and warrant that you have the authority to bind that organization to these Terms, you agree to be bound by these Terms on behalf of that organization, and all references to you shall include such entity. By accessing or using the Site you agree to comply with the Acceptable Use Policy.
Accounts and Registration
To access certain features of the Site, including the Mitti Community currently located at https://mitti.com/community/ (the “Mitti Community”), you have to register for an account. When you register for an account, you may be required to provide us with some information about yourself, such as your email address or other contact information. You agree that the information you provide to us is accurate and that you will keep it accurate and up-to-date at all times. When you register, you will be asked to create a password. You are solely responsible for maintaining the confidentiality of your account and password, and you accept responsibility for all activities that occur under your account. Mitti reserves the right to refuse access to certain areas of the Site, including the Mitti Community to anyone, at any time, without notice and for any reason.
Use of Software
Any use by you of Mitti's solutions is subject to other agreements, accessible at https://mitti.com/legal/ (“Mitti License Terms”).
Privacy Policy
Please read the Mitti Privacy Policy carefully for information relating to our collection, use, storage and disclosure of any information which you may enter into the Site as well as other information collected about you when you use the Site. By providing personal information to Mitti, you consent to the terms of the Mitti Privacy Policy , which is incorporated by this reference into, and made a part of, these Terms.
You may download, store, display on your computer, view, listen to, play and print Materials published or broadcast on the Site or made available for download through the Site subject to the following: (a) except as otherwise set forth in these Terms, the Materials may be used solely for informational, noncommercial purposes for your benefit; and may not be modified or altered in any way; and (b) the Materials may not be redistributed.
User Content
User Content Generally
Certain features of the Site, including the Mitti Community, may permit users to upload content to the Site, including (i) images, video, data, text, source code, and other types of works, and (ii) questions and answers about Mitti's solutions, (iii) use cases, integration information and sample queries for use with the Mitti Software (“User Content”).
MITTI DISCLAIMS ALL RESPONSIBILITY FOR YOUR RELIANCE ON ANY USER CONTENT. YOU SHOULD SEEK PROFESSIONAL ADVICE FROM A QUALIFIED PERSON IN ORDER TO DETERMINE WHETHER THE USER CONTENT IS SPECIFIC OR APPROPRIATE FOR YOUR INTENDED USE.
User Content Submitted by You
By submitting User Content to the Site, you acknowledge and agree that: (i) you have authorized the public distribution of the User Content; (ii) Mitti is not under any obligation of confidentiality, express or implied, with respect to such User Content; (iii) Mitti shall be entitled to use or disclose (or choose not to use or disclose) such User Content for any purpose, in any way, in any media worldwide, including to create features and/or functionality of the Mitti Software; (iv) Mitti may have something similar to such User Content already under consideration or in development and does not waive any rights to use similar or related ideas, including to the extent previously known or developed by Mitti or obtained from sources other than you; (v) you are not entitled to any compensation or reimbursement of any kind from Mitti for such User Content under any circumstances.
License Grant to User Content
By posting User Content you grant Mitti and any users of the Site a worldwide, perpetual, non-exclusive, sublicenseable, irrevocable, royalty-free, fully paid up right and license under all of your intellectual property rights, to host, store, transfer, display, use, make, sell, perform, reproduce, modify, distribute and otherwise fully exploit your User Content, in whole or in part, for any and all purposes.
User Content Representations and Warranties
You are solely responsible for your User Content and the consequences of posting, using or publishing User Content. By posting or publishing User Content, you represent and warrant that: you are the creator and owner of the User Content, or have the necessary licenses, rights, consents, and permissions to authorize Mitti and users of the Site to use and distribute your User Content as necessary to exercise the licenses granted by you above, in the manner contemplated by Mitti, the Site, and these Terms, including the authorization of a Represented Entity if required; and your User Content, and the use of your User Content as contemplated by these Terms, does not and will not: (i) infringe, violate, or misappropriate any third-party right, including any copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity, or any other intellectual property or proprietary right; (ii) violate the Acceptable Use Policy; or (iii) cause Mitti or any third parties to violate any law or regulation.
User Content Disclaimer
We are under no obligation to monitor, edit or control User Content that you or other users post or publish, and will not in any way be responsible or liable for User Content, including any actions you may take based on User Content. Mitti may, however, at any time and without prior notice, screen, remove, edit, or block any User Content, including any such User Content that in our sole judgment violates these Terms or is otherwise objectionable. You understand that when using the Site you will be exposed to User Content from a variety of sources and acknowledge that User Content may be inaccurate, offensive, indecent, or objectionable or have unintended consequences. You agree to waive, and do waive, any legal or equitable right or remedy you have or may have against Mitti with respect to User Content. We expressly disclaim any and all liability in connection with User Content.
No materials or content made available through the Site, including the Mitti Community, constitutes a promise or undertaking by Mitti, including a promise or undertaking to develop, incorporate, implement, or take any other action regarding an idea, or to refrain from doing so. Any unreleased product or service (including any related feature) discussed on the Mitti Community or elsewhere may not be made available on time or at all, notwithstanding any comments Mitti or its representatives may make. You hereby acknowledge and agree that any decision to purchase or use any Mitti product or service will be based on the then-existing version and features of such product or service, and not on any unreleased or expected version or features.
Additional Provisions Regarding Mitti Community
The Mitti Community is provided as a convenience to users and Mitti is not obligated to provide any technical support for, or participate in, the Mitti Community. Any information you provide as part of your participation in the Mitti Community may be transferred to third parties that provide additional functionality for the Mitti Community. By accessing or using such third-party functionality, you agree to any additional terms governing the functionality provided by the third party. While the Mitti Community may include information regarding Mitti's solutions, including information from Mitti employees, the Mitti Community is not an official customer support channel for Mitti. You may use the Mitti Community subject to the following: (a) User Content and/or Materials may be used solely in connection with your authorized use of the Mitti's solutions; (b) User Content and/or Materials provided on or through the Mitti Community may not be redistributed or used to compete with Mitti; and (c) personal data about other users may not be stored or collected except where and to the extent expressly authorized by Mitti. Your use of Mitti Community content is without support or testing services of any kind and is not recommended for use in production environments. Mitti does not guarantee that Mitti Community content will work for your purposes or that they are free from security exposures, bugs, defects or other issues. Mitti Community content is provided “as is.” You alone bear the risk of using this service. Mitti will bear no liability whatsoever with respect to the content. Mitti provides no indemnification, express warranties or guarantees with regard to Mitti Community content. To the extent permitted under applicable law, Mitti excludes implied warranties and conditions of merchantability, fitness for a particular purpose, workmanlike effort, title and non-infringement. Your use of Mitti Community content is not subject to any commitments provided by Mitti under any other agreements Mitti may have with you. Mitti reserves to remove or replace content from Mitti Community at any time. Mitti further reserves the right to incorporate any content into Mitti commercial products, subject to separate terms and conditions for those commercial products.
Cookies and the Mitti Community
Information obtained from cookies are used for analysis, to adjust the Mitti Community to your personal preferences, and when sending information about Mitti's solutions, we can take your previous interest for certain pages into account.
You choose which cookies you want to allow. Near the bottom of the page click on 'Cookie Settings' to adjust your choice between Basic/Normal/Complete. You can also change your cookie settings by deleting them via the internet options of your browser and visiting the Mitti Community again. You will then be asked to choose your settings again. There are 3 settings: Basic, Normal and Complete.
Basic: Functional
Normal: Functional + analytics
Complete: Functional + analytics + social media + embedded videos
You can turn off or reject cookies via your web browser. Visit the help pages of your browser to turn off or reject cookies. Be aware, it is possible that not everything works or is displayed correctly when you disable cookies.
Digital Millenium Copyright Act
DMCA Notification
We comply with the provisions of the Digital Millennium Copyright Act applicable to Internet service providers (17 U.S.C. §512, as amended). If you have an intellectual property rights-related complaint about any material posted on the Site, including User Content, you may contact our designated copyright agent at the following address:
Mitti Holdings Pty Ltd., Email: legal@mitti.com
Any notice alleging that materials hosted by or distributed through the Site infringe intellectual property rights must include the following information:
an electronic or physical signature of the person authorized to act on behalf of the owner of the copyright or other right being infringed;
a description of the copyright-protected work or other intellectual property right that you claim has been infringed; a description of the material that you claim is infringing and where it is located on the Site;
your address, telephone number, and email address;
a statement by you that you have a good faith belief that the use of those materials on the Site is not authorized by the copyright owner, its agent, or the law; and
a statement by you that the above information in your notice is accurate and that, under penalty of perjury, you are the copyright or intellectual property owner or authorized to act on the copyright or intellectual property owner’s behalf.
Export Compliance
The Materials, User Content and derivatives thereof may be subject to export and import laws and regulations of the United States and other jurisdictions. You represent that you are not named on any U.S. government denied-party list. You will not permit any access to or use any Materials or User Content in or from a U.S.-embargoed or sanctioned country or in violation of any export or import law or regulation of any jurisdiction.
Discontinuation and Modification of the Site
If you violate any provision of these Terms, your permission from us to use the Site will terminate automatically. In addition, Mitti may in its sole discretion terminate your user account on the Site or suspend or terminate your access to the Site at any time for any reason or no reason, with or without notice. We also reserve the right to modify or discontinue the Site at any time (including by limiting or discontinuing certain features of the Site), temporarily or permanently, without notice to you. We will have no liability whatsoever on account of any change to the Site or any suspension or termination of your access to or use of the Site.
Modification of these Terms
We reserve the right, at our discretion, to change these Terms from time to time. Please check these Terms periodically for changes as indicated by the Last Updated Date at the top. By continuing to access or use the Site after these Terms have changed, you indicate your agreement to the revised Terms. If you do not agree to the changes, you should stop accessing or using the Site. Disputes arising under these Terms will be resolved in accordance with the version of these Terms that was in effect at the time the dispute arose.
Ownership; Propriety Rights
The Site is owned and operated by Mitti. The visual interfaces, graphics, design, compilation, information, documents, data, software, computer code (including source code or object code), Sample Code, services, and all other elements of the Site provided by Mitti (“Materials”) are protected by intellectual property and other laws. All Materials contained in the Site are the property of Mitti or our third-party licensors. Except as expressly authorized by Mitti, you may not make use of the Materials. Mitti reserves all rights to the Materials not granted expressly in these Terms.
Feedback
If you choose to provide input and suggestions regarding problems with or proposed modifications or improvements to the Site or the Mitti Software (collectively, “Feedback”), then you hereby grant Mitti an unrestricted, perpetual, irrevocable, non-exclusive, fully-paid, royalty-free right to exploit the Feedback in any manner and for any purpose, including to improve the Site or the Mitti Software.
Indemnity
You are responsible for your use of the Site, and you will defend and indemnify Mitti and its officers, directors, employees, consultants, affiliates, subsidiaries and agents (together, the “Mitti Entities”) from and against every claim, liability, damage, loss, and expense, including reasonable attorneys’ fees and costs, arising out of or in any way connected with:
(a) your access to, use of, or alleged use of, the Site;
(b) your violation of any portion of these Terms, any representation, warranty, or agreement referenced in these Terms, or any applicable law or regulation;
(c) your violation of any third-party right, including any intellectual property right or publicity, confidentiality, other property, or privacy right; or
(d) any dispute or issue between you and any third party.
We reserve the right, at our own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you (without limiting your indemnification obligations with respect to that matter), and in that case, you agree to cooperate with our defense of that claim.
Disclaimers; No Warranties
THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE ARE PROVIDED “AS IS” AND ON AN “AS AVAILABLE” BASIS, WITHOUT WARRANTY OR CONDITION OF ANY KIND, EITHER EXPRESS OR IMPLIED. THE MITTI ENTITIES DISCLAIM ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, RELATING TO THE SITE AND ALL MATERIALS AND CONTENT AVAILABLE THROUGH THE SITE, INCLUDING: (A) ANY IMPLIED WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, QUIET ENJOYMENT, OR NON-INFRINGEMENT; AND (B) ANY WARRANTY ARISING OUT OF COURSE OF DEALING, USAGE, OR TRADE. THE MITTI ENTITIES DO NOT WARRANT THAT THE SITE OR ANY PORTION OF THE SITE, OR ANY MATERIALS OR CONTENT OFFERED THROUGH THE SITE, WILL BE UNINTERRUPTED, SECURE, OR FREE OF ERRORS, VIRUSES, OR OTHER HARMFUL COMPONENTS, AND DO NOT WARRANT THAT ANY OF THOSE ISSUES WILL BE CORRECTED.
NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM THE SITE OR ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE WILL CREATE ANY WARRANTY REGARDING ANY OF THE MITTI ENTITIES, THE MITTI SOFTWARE OR THE SITE THAT IS NOT EXPRESSLY STATED IN THESE TERMS. YOU ASSUME ALL RISK FOR ANY DAMAGE THAT MAY RESULT FROM YOUR USE OF OR ACCESS TO THE SITE, YOUR DEALING WITH ANY OTHER SITE USER, AND ANY MATERIALS OR CONTENT AVAILABLE THROUGH THE SITE. YOU UNDERSTAND AND AGREE THAT YOU USE THE SITE, AND USE, ACCESS, DOWNLOAD, OR OTHERWISE OBTAIN MATERIALS OR USER CONTENT THROUGH THE SITE AT YOUR OWN DISCRETION AND RISK, AND THAT YOU ARE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR PROPERTY (INCLUDING YOUR NETWORK, ENDPOINTS, COMPUTER SYSTEM OR MOBILE DEVICES USED IN CONNECTION WITH THE SITE), OR THE LOSS OF DATA THAT RESULTS FROM THE USE OF THE SITE OR THE DOWNLOAD OR USE OF THAT MATERIAL OR USER CONTENT.
SOME JURISDICTIONS MAY PROHIBIT A DISCLAIMER OF WARRANTIES AND YOU MAY HAVE OTHER RIGHTS THAT VARY FROM JURISDICTION TO JURISDICTION
Limitation of Liability
IN NO EVENT WILL THE MITTI ENTITIES BE LIABLE TO YOU FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, OR DAMAGES FOR LOSS OF PROFITS, DATA, GOODWILL, OR ANY OTHER INTANGIBLE LOSS, ARISING OUT OF OR RELATING TO YOUR ACCESS TO OR USE OF, OR YOUR INABILITY TO ACCESS OR USE, THE SITE OR ANY MATERIALS OR USER CONTENT ON THE SITE, WHETHER BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), STATUTE, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ANY MITTI ENTITY HAS BEEN INFORMED OF THE POSSIBILITY OF DAMAGE.
THE AGGREGATE LIABILITY OF THE MITTI ENTITIES TO YOU FOR ALL CLAIMS ARISING OUT OF OR RELATING TO THE USE OF OR ANY INABILITY TO USE ANY PORTION OF THE SITE, ANY MATERIALS OR USER CONTENT ON THE SITE, OR OTHERWISE UNDER THESE TERMS, WHETHER IN CONTRACT, TORT, OR OTHERWISE, IS LIMITED TO $100.
SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES. ACCORDINGLY, THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
EACH PROVISION OF THESE TERMS THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, OR EXCLUSION OF DAMAGES IS INTENDED TO AND DOES ALLOCATE THE RISKS BETWEEN THE PARTIES UNDER THESE TERMS. THIS ALLOCATION IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS IS SEVERABLE AND INDEPENDENT OF ALL OTHER PROVISIONS OF THESE TERMS. THE LIMITATIONS IN THIS SECTION 19 WILL APPLY EVEN IF ANY LIMITED REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
Governing Law
These Terms are governed by the laws of New South Wales, Australia and the parties agree to submit to the exclusive jurisdiction of the courts in New South Wales, Australia.
General
These Terms, together with the Mitti Privacy Policy and any other agreements expressly incorporated by reference into these Terms, are the entire and exclusive understanding and agreement between you and Mitti regarding your use of the Site. Except as expressly permitted above in Section 14, these Terms may be amended only by a written agreement signed by authorized representatives of all parties to these Terms. You may not assign or transfer these Terms or your rights under these Terms, in whole or in part, by operation of law or otherwise, without our prior written consent. We may assign these Terms at any time without notice or consent. The failure to require performance of any provision will not affect our right to require performance at any other time after that, nor will a waiver by us of any breach or default of these Terms, or any provision of these Terms, be a waiver of any subsequent breach or default or a waiver of the provision itself. Use of section headers in these Terms is for convenience only and will not have any impact on the interpretation of any provision. If any part of these Terms is held to be invalid or unenforceable, the unenforceable part will be given effect to the greatest extent possible, and the remaining parts will remain in full force and effect. Upon termination of these Terms, Sections 2, 4 – 6, 8 -11 and 14 through 22, along with the Mitti Privacy Policy and any other accompanying agreements, will survive.
Consent to Electronic Communications
By using the Site, you consent to receiving certain electronic communications from us as further described in our Mitti Privacy Policy . Please read the Mitti Privacy Policy to learn more about our electronic communications practices. You agree that any notices, agreements, disclosures, or other communications that we send to you electronically will satisfy any legal communication requirements, including that those communications be in writing.
