Terms of Service (As of 01/10/2020)
Please read these MeiXter Terms of Service (the “MeiXter Terms” or “MeiXter Terms of Service“) carefully as they govern (i) your access to and use of our Sites, (ii) your access to and use of our Applications, or (iii) your access to and use of our services that link to or reference these MeiXter Terms, and contain important information about your legal rights, remedies and obligations. The Site, Application and other MeiXter services together are hereinafter collectively referred to as the “MeiXter Platform“. By accessing or using the MeiXter Platform, you are agreeing to these MeiXter Terms and concluding a legally binding contract with MeiXter, whether or not you become a registered user of the MeiXter Platform. Certain areas of the MeiXter Platform may have different terms and conditions, standards, guidelines, or policies posted or may require you to agree with and accept additional terms and conditions. If there is a conflict between these MeiXter Terms and the terms and conditions posted for a specific area of the MeiXter Platform, the terms and conditions that are specific to that area will take precedence with respect to your use of, or access to, that area of the MeiXter Platform.
You may be referred to in this MeiXter Terms as “you” or “your“, or may be referred to specifically in your applicable role as a Company or an Authorized User (each as defined below). If you are entering into this MeiXter Terms on behalf of a company or other legal entity (such company or legal entity, the “Company“), this MeiXter Terms shall be a binding agreement between MeiXter and the Company that you represent, and you represent that you have the authority to bind such Company, its users, and its affiliates to this MeiXter Terms. In that case, the terms “you” or “your” shall also refer to such entity, its users, and its affiliates, as applicable. If you do not have such authority, or if you do not agree with this MeiXter Terms, you may not use the Service. If you are entering into this MeiXter Terms as an individual and not on behalf of a company or other legal entity, this MeiXter Terms shall be a binding agreement between MeiXter and you personally. You acknowledge that this MeiXter terms is a contract between you and MeiXter, even though it is electronic and is not physically signed by you and MeiXter, and it governs your use of the Service.
Do not access or use the MeiXter Platform if you are unwilling or unable to be bound by these MeiXter Terms.
Users of the Services may be permitted to upload, post or transmit (such as via a stream) or otherwise make available content through the Services including, without limitation, any text, photographs, user videos, sound recordings and the musical works embodied therein, including videos that incorporate MeiXter sound from our music library and ambient noise (“User Content”). Users of the Services may also extract all or any portion of User Content created by another user to produce additional User Content, including collaborative User Content with other users, that combine and intersperse User Content generated by more than one user. Users of the Services may also overlay music, graphics, stickers, Virtual Items and other elements provided by MeiXter onto this User Content and transmit this User Content through the Services. The information and materials in the User Content, including User Content that includes MeiXter Elements, have not been verified or approved by us. The views expressed by other users on the Services do not represent our views or values.
Whenever you access or use a feature that allows you to upload or transmit User Content through the Services (including via certain third party social media platforms such as Instagram, Facebook, YouTube, Twitter), or to make contact with other users of the Services, you must comply with the standards set out at “Your Access to and Use of Our Services” above. You may also choose to upload or transmit your User Content, including User Content that includes MeiXter Elements, on sites or platforms hosted by third parties. If you decide to do this, you must comply with their content guidelines as well as with the standards set out at “Your Access to and Use of Our Services”. These features may not be available to all users of the Services, and we have no liability to you for limiting your right to certain features of the Services.
You warrant that any such contribution does comply with those standards, and you will be liable to us and indemnify us for any breach of that warranty. This means you will be responsible for any loss or damage we suffer as a result of your breach of warranty.
Any User Content will be considered non-confidential and non-proprietary. You must not post any User Content on or through the Services or transmit to us any User Content that you consider to be confidential or proprietary. When you submit User Content through the Services, you agree and represent that you own that User Content, or you have received all necessary permissions, clearances from, or are authorised by, the owner of any part of the content to submit it to the Services, to transmit it from the Services to other third party platforms, and/or adopt any third party content.
If you only own the rights in and to a sound recording, but not to the underlying musical works embodied in such sound recordings, then you must not post such sound recordings to the Services unless you have all permissions, clearances from, or are authorised by, the owner of any part of the content to submit it to the Services
You or the owner of your User Content still own the copyright in User Content sent to us, but by submitting User Content via the Services, you hereby grant us an unconditional irrevocable, non-exclusive, royalty-free, fully transferable, perpetual worldwide licence to use, modify, adapt, reproduce, make derivative works of, publish and/or transmit, and/or distribute and to authorise other users of the Services and other third-parties to view, access, use, download, modify, adapt, reproduce, make derivative works of, publish and/or transmit your User Content in any format and on any platform, either now known or hereinafter invented.
You further grant us a royalty-free license to use your user name, image, voice, and likeness to identify you as the source of any of your User Content; provided, however, that your ability to provide an image, voice, and likeness may be subject to limitations due to age restrictions.
For the avoidance of doubt, the rights granted in the preceding paragraphs of this Section include, but are not limited to, the right to reproduce sound recordings (and make mechanical reproductions of the musical works embodied in such sound recordings), and publicly perform and communicate to the public sound recordings (and the musical works embodied therein), all on a royalty-free basis. This means that you are granting us the right to use your User Content without the obligation to pay royalties to any third party, including, but not limited to, a sound recording copyright owner (e.g., a record label), a musical work copyright owner (e.g., a music publisher), a performing rights organization (e.g., ASCAP, BMI, SESAC, etc.) (a “PRO”), a sound recording PRO (e.g., SoundExchange), any unions or guilds, and engineers, producers or other royalty participants involved in the creation of User Content.
Through-To-The-Audience Rights. All of the rights you grant in your User Content in these Terms are provided on a through-to-the-audience basis, meaning the owners or operators of third party services will not have any separate liability to you or any other third party for User Content posted or used on such third party service.
Waiver of Rights to User Content. By posting User Content to or through the Services, you waive any rights to prior inspection or approval of any marketing or promotional materials related to such User Content. You also waive any and all rights of privacy, publicity, or any other rights of a similar nature in connection with your User Content, or any portion thereof. To the extent any moral rights are not transferable or assignable, you hereby waive and agree never to assert any and all moral rights, or to support, maintain or permit any action based on any moral rights that you may have in or with respect to any User Content you Post to or through the Services.
We also have the right to disclose your identity to any third party who is claiming that any User Content posted or uploaded by you to our Services constitutes a violation of their intellectual property rights, or of their right to privacy.
We, or authorised third parties, reserve the right to cut, crop, edit or refuse to publish your content at our or their sole discretion. We have the right to remove, disallow, block or delete any posting you make on our Services if, in our opinion, your post does not comply with the content standards set out at “Your Access to and Use of Our Services” section in this document. In addition, we have the right – but not the obligation – in our sole discretion, to remove, disallow, block or delete any User Content (i) that we consider to violate these Terms, or (ii) in response to complaints from other users or third parties, with or without notice and without any liability to you. As a result, we recommend that you save copies of any User Content that you post to the Services on your personal device(s) in the event that you want to ensure that you have permanent access to copies of such User Content. We do not guarantee the accuracy, integrity, appropriateness or quality of any User Content, and under no circumstances will we be liable in any way for any User Content.
We accept no liability in respect of any content submitted by users and published by us or by authorised third parties.
MeiXter takes reasonable measures to expeditiously remove from our Services any infringing material that we become aware of. It is MeiXter’s policy, in appropriate circumstances and at its sole discretion, to disable or terminate the accounts of users of the Services who infringe copyrights or intellectual property rights of others.
While our own staff is continually working to develop and evaluate our own product ideas and features, we pride ourselves on paying close attention to the interests, feedback, comments, and suggestions we receive from the user community. If you choose to contribute by sending us or our employees any ideas for products, services, features, modifications, enhancements, content, refinements, technologies, content offerings (such as audio, visual, games, or other types of content), promotions, strategies, or product/feature names, or any related documentation, artwork, computer code, diagrams, or other materials, then regardless of what your accompanying communication may say, the following terms will apply, so that future misunderstandings can be avoided. Accordingly, by generating or sending content to us, you agree that:
MeiXter has no obligation to review, consider, or implement your Feedback, or to return to you all or part of any Feedback for any reason;
Content is provided on a non-confidential basis, and we are not under any obligation to keep any content you send confidential or to refrain from using or disclosing it in any way; and
You irrevocably grant us and other members of the community perpetual and unlimited permission to reproduce, distribute, create derivative works of, modify, publicly perform (including on a through-to-the-audience basis), communicate to the public, make available, publicly display, and otherwise use and exploit any content (including videos and feedback) and derivatives thereof for any purpose and without restriction, free of charge and without attribution of any kind, including by making, using, selling, offering for sale, importing, and promoting commercial products and services that incorporate or embody this content, whether in whole or in part, and whether as provided or as modified.
“Applications” means the applications for mobile, tablet, and other smart devices and application program interfaces provided by MeiXter, including but not limited to the mobile applications entitled as “MeiXter“.
“MeiXter“, “we“, “us“, or “our” means (i) MeiXter Limited, with respect to Members that access and make use of the MeiXter Service.
“MeiXter Content” means any content that MeiXter creates and makes available in connection with the MeiXter Platform, including proprietary MeiXter content and any content licensed or authorized for use by or through MeiXter from a third party, but excluding Member Content.
“MeiXter Product” means the Applications of “MeiXter“, the Site “www.MeiXter.com” and any website operated by MeiXter Limited.
“Member Content” means all content, such as text, photos, audio, video, or other materials and information, that a Member posts, uploads, publishes, submits, transmits or includes in their Member profile.
“Site” means MeiXter’s website, including but not limited to www.MeiXter.com.
“Student” means a Member that purchases Teacher Services or is in that capacity upon the referred context.
“Teacher” means a Member that offers and delivers Teacher Services or is in that capacity upon the referred context.
“Teacher Services” means all services delivered by Teachers, including but not limited to paid lessons, packages and other services rendered where MeiXter coins (as defined in Payment Policy) are exchanged.
The MeiXter Platform is an online venue for skills learning where registered users (“Members“) may use our Connection Services and Payment Services to directly interact with one another. You understand and agree that MeiXter is not a party to any agreements entered into between Students and Teachers or between Members, nor is MeiXter a skills services broker or agent. MeiXter has no control over the conduct of Students, Teachers, Members or other users of the MeiXter Platform or over any services provided by Teachers or other Members over the MeiXter Platform, and disclaims all liability in this regard to the maximum extent permitted by law.
If you choose to teach on the MeiXter Platform, you understand and agree that your relationship with MeiXter is limited to being a Member and an independent, third-party contractor, and not an employee, agent, joint venturer or partner of MeiXter for any reason, and you act exclusively on your own behalf and for your own benefit, and not on behalf of or for the benefit of MeiXter. MeiXter does not control, and has no right to control your listing, your activities associated with your profile or listed services, or any other matters related to any services that you provide. As a Member you agree not to do anything to create a false impression that you are endorsed by, partnering with, or acting on behalf of or for the benefit of MeiXter, including by using any MeiXter intellectual property in an unauthorized or in appropriate manner.
MeiXter reserves the right, at its sole discretion, to modify the MeiXter Platform and to modify these MeiXter Terms, at any time and without prior notice. If we modify these MeiXter Terms, we will either post the modification on the Sites and the Applications or otherwise provide you with notice of the modification. We will also update the “Last Updated” date at the top of these MeiXter Terms. By continuing to access or use the MeiXter Platform after we have posted a modification on the Sites and the Applications or have provided you with notice of a modification, you are indicating that you agree to be bound by the modified MeiXter Terms. You also agree that, If the modified MeiXter Terms are not acceptable to you, your only recourse is to cease using the MeiXter Platform.
The MeiXter Platform is available only to, and may only be used by, individuals who are 18 years and older who can form legally binding contracts under applicable law. Parental and Guardian Consent. If you are under the age of 18, you declare that you had the consent of your parent or legal guardian to use the Services or to register an account on the Services.
WHILE WE USE GOOD FAITH EFFORTS TO CONFIRM THAT EACH TEACHER ON THE MeiXter PLATFORM IS PROFESSIONAL, WE ARE NOT ABLE TO PROVIDE ANY ASSURANCES REGARDING THE CHARACTER OR OTHER QUALITIES OF TEACHERS AND THE ACCURACY OF THE INFORMATION TEACHERS PROVIDE VIA THE MeiXter PLATFORM. WHEN INTERACTING WITH OTHER MEMBERS YOU SHOULD EXERCISE CAUTION AND COMMON SENSE TO PROTECT YOUR PERSONAL SAFETY AND PROPERTY, JUST AS YOU WOULD WHEN INTERACTING WITH OTHER PERSONS WHOM YOU DON’T KNOW. NEITHER MeiXter NOR ITS AFFILIATES OR LICENSORS IS RESPONSIBLE FOR THE CONDUCT, WHETHER ONLINE OR OFFLINE, OF ANY MEMBERS OF THE MeiXter PLATFORM. MeiXter AND ITS AFFILIATES AND LICENSORS WILL NOT BE LIABLE FOR ANY CLAIM, INJURY OR DAMAGE ARISING IN CONNECTION WITH YOUR USE OF THE MeiXter PLATFORM.
- Description of Services
5.1 MeiXter Services
MeiXter’s services includes:
- Connection Services. MeiXter provides Members with access to and use of the MeiXter Platform, which is an online venue where (a) Members can upload, submit, store, send and receive content related to skills learning; (b) Members can conduct searches, connect with, choose, and engage each other for the purposes of skills learning and instant skills practice; (c) Students can conduct searches, connect with, choose, and engage Teachers directly for skills instruction and Teacher Services; (d) Teachers can advertise their capabilities, respond to inquiries, connect with and engage Students to provide them with their Teacher Services (collectively, “Connection Services“). For the avoidance of doubt, in providing the Connection Services, MeiXter only provides the venue for Members, including Students and Teachers, to find and contract with each other, and MeiXter does not take part in direct or indirect interactions between Members.
- Payment Services. For Students and Teachers, MeiXter also provides certain payment processing services, credit purchase and payment tools, dispute resolution procedures and assistance, and other services in accordance with MeiXter’s Payment Policy (collectively, “Payment Services“). Payment Services do not include Connection Services.
5.1 Teacher Services
Teachers may provide certain Teacher Services through the MeiXter Platform. If you are enlist to be a Teacher, you agree to all MeiXter’s Policies. All Members hereby acknowledge that the Teacher Services are solely provided by Teachers and are not provided by MeiXter. MeiXter’s responsibility with respect to Teacher Services is limited to facilitating the availability of the MeiXter Platform.
- MeiXter Account
6.1 Account Registration
In order to use many of the features that are offered through the MeiXter Platform, you must create an account (“MeiXter Account“) and become a Member.
Your MeiXter Account is for personal, non-commercial use only. To create an MeiXter Account, you must be eligible to use the MeiXter Platform for which you are registering, be a resident of a country where use of the MeiXter Platform is permitted, have a valid email address, have a valid mobile phone number and provide truthful and accurate information. You may not impersonate someone else, provide an email address or mobile phone number other than your own or create multiple MeiXter Accounts. You may choose a nickname for other members to see, but please remember that others may still be able to identify you if, for example, include identifying information during your use of the MeiXter Platform, use the same MeiXter Account information on other sites or allow other sites to share information about you with us.
You may not have more than one (1) active MeiXter Account. You agree to provide accurate, current and complete information during the registration process and to update such information to keep it accurate, current and complete. MeiXter reserves the right to suspend or terminate your MeiXter Account and your access to the MeiXter Platform if you create more than one (1) MeiXter Account, or if any information provided during the registration process or thereafter proves to be inaccurate, fraudulent, not current, incomplete, or otherwise in violation of these MeiXter Terms.
In addition, to create a MeiXter Account, MeiXter will require you to select a nickname and password. You acknowledge that you shall be responsible for ensuring that any nickname you select does not infringe any third-party rights and is not otherwise unlawful. MeiXter may refuse to grant you a nickname in MeiXter’s sole discretion for any reason including if the proposed nickname impersonates or misleadingly implies an association with the persona of another person or entity, is or may be illegal, is or may be protected by trademark or other proprietary rights, is vulgar or otherwise offensive, or may cause confusion, or for any other reason as determined by MeiXter in MeiXter’s sole discretion. Your selection and use of a specific nickname do not convey any ownership or rights in that nickname and MeiXter reserves the right to revoke and/or reassign that nickname in MeiXter’s sole discretion. You understand and agree that MeiXter reserves the right to change, remove, alter or delete any nickname, with or without prior notice to you, at any time and for any reason in MeiXter’s sole discretion. YOU ARE ENTIRELY RESPONSIBLE FOR MAINTAINING THE CONFIDENTIALITY OF YOUR nickname AND PASSWORD AND ALL ACCESS TO AND USE OF YOUR MeiXter ACCOUNT, INCLUDING ANY AND ALL ACTIVITIES (INCLUDING USE OF THE MeiXter PLATFORM, AS APPLICABLE) THAT ARE CONDUCTED THROUGH THE USE OF YOUR nickname AND PASSWORD WHETHER OR NOT AUTHORIZED BY YOU. YOUR MeiXter ACCOUNT MAY BE SUSPENDED OR TERMINATED IF YOU OR SOMEONE ELSE USES YOUR MeiXter ACCOUNT TO ENGAGE IN ACTIVITY THAT VIOLATES THESE MeiXter TERMS.
You agree to notify MeiXter immediately of any unauthorized use of your MeiXter Account. We reserve the right to close your MeiXter Account at any time if you violate these MeiXter Terms or if we otherwise have a legitimate interest to do so, such as complying with a legal or regulatory obligation.
- Virtual Currency
7.1 Virtual Currency License
You acknowledge that the MeiXter platform includes a component of virtual coins or currency called “Coins” (“Virtual Currency“). The Virtual Currency may only be used within the MeiXter platform in exchange for the service of any teacher of your choice. Regardless of the terminology used, Virtual Currency represents a limited license right governed solely under these MeiXter Terms, and are only redeemable for the sum of (One coin) 1 Coin = 1 USD (One USD) from the MeiXter platform. Virtual Currency provided by MeiXter includes only a limited license right to use such Virtual Currency. Other than a limited, personal, revocable, non-transferable, non-sublicensable license to use Virtual Currency on and in the MeiXter platform, you agree that you have no right, title or ownership in or to any such Virtual Currency. YOU ACKNOWLEDGE AND AGREE THAT VIRTUAL CURRENCY HAS A CASH VALUE OF 1 COIN = 1USD (ONE USD) AND THAT ONLY MeiXter (NOT ANY OTHER PERSON OR ENTITY) HAS ANY OBLIGATION TO EXCHANGE EACH YOUR VIRTUAL CURRENCY FOR 1 USD, AND THAT, IF YOUR MeiXter ACCOUNT IS TERMINATED, SUSPENDED OR OTHERWISE MODIFIED FOR LEGAL OR STATUTORY REASONS YOUR VIRTUAL CURRENCY (COINS) SHALL HAVE NO VALUE.
7.1 Virtual Currency Fees
We reserve the right to charge further fees for the right to access or use Virtual Currency, and/or may distribute Virtual Currency without charge, in our sole discretion. You acknowledge and agree that we may revise or take action that impacts the perceived value of, or pricing for, any Virtual Currency at any time except to the extent that we agree otherwise in writing. Virtual Currency will not expire within your MeiXter Account.
7.2 Purchasing Virtual Currency
You may pay for Virtual Currency by using your preferred payment method. We will not supply any products or services to you until the alternative billing and payment provider has authorized the use of your credit card or other applicable method for payment. If you use the services of an alternate billing and payment provider, you will be bound by that third party provider’s terms and conditions, which are available from such provider. You may be required to create an account with such alternate provider, and to provide such provider with your bank account or credit or debit card details.
All content made available through MeiXter Platform is either owned by MeiXter or MeiXter’s licensors, or is licensed to MeiXter and MeiXter’s licensors pursuant to Section 10 (Member Content). As between you and MeiXter, you own your Member Content. We own the MeiXter Content, including but not limited to visual interfaces, interactive features, graphics, design, our compilation of Member Content, computer code, products, software, aggregate Member review ratings, and all other elements and components of the MeiXter Platform excluding Member Content. As between you and MeiXter, we also own the copyrights, trademarks, service marks, trade name, and other intellectual property rights throughout the world associated with the MeiXter Content and the MeiXter Platform, which are protected by copyright, trade dress, patent, trademark laws, and all other applicable intellectual and proprietary rights and laws. Except as expressly and unambiguously provided herein, we do not grant you any express or implied rights, and all rights in and to the MeiXter Platform and the MeiXter Content are retained by MeiXter.
- License Grant
Subject to and conditioned on compliance with these MeiXter Terms, MeiXter hereby grants you a limited, personal, non-exclusive, non-transferable, non-sublicensable, terminatable license to access and use the MeiXter Platform. Except as expressly set forth in these MeiXter Terms, you may not modify (including without limitation making derivative works), copy, adapt, reverse engineer, de-compile or otherwise reduce to human perceivable format, distribute, frame, reproduce, republish, download, scrape, display, post, transmit, transfer, license or sublicense, publicly display or sell in any form or by any means, in whole or in part, the MeiXter Content, other Members’ Member Content and the MeiXter Platform without MeiXter’s or our licensors’ express prior written permission.
The licenses granted to you are conditioned upon your proper conduct and compliance with these MeiXter Terms at all times, as judged by MeiXter in MeiXter’s sole discretion. We reserve the right to suspend or deny, in our sole discretion, your access to all or any portion of the MeiXter Platform.
- Member Content
We may, in our sole discretion, permit you to post, upload, publish, submit, store or transmit your Member Content. By making available any Member Content on or through the MeiXter Platform, you hereby grant to MeiXter a worldwide, irrevocable, perpetual (or for the term of the protection), non-exclusive, transferable, royalty-free license, with the right to sublicense, to use, view, copy, adapt, modify, distribute, license, sell, transfer, publicly display, publicly perform, transmit, stream, broadcast, access, view, and otherwise exploit such Member Content on, through, by means of, or to promote or market the MeiXter Platform. MeiXter does not claim any ownership rights in any Member Content.
You acknowledge and agree that you are solely responsible for all Member Content that you make available through the MeiXter Platform. Accordingly, you represent and warrant that: (i) you either are the sole and exclusive owner of all Member Content that you make available through the MeiXter Platform or through MeiXter promotional campaigns or you have all rights, licenses, consents and releases that are necessary to grant to MeiXter the rights in such Member Content, as contemplated under these MeiXter Terms; and (ii) neither your Member Content nor your posting, uploading, publication, submission or transmittal of your Member Content or MeiXter’s use of your Member Content (or any portion thereof) on, through or by means of the MeiXter Platform or MeiXter promotional campaigns will infringe, misappropriate or violate a third party’s patent, copyright, trademark, trade secret, moral rights or other proprietary or intellectual property rights, or rights of publicity or privacy, or result in the violation of any applicable law or regulation.
If you are a Teacher, you may share your Member Content with your Students.
MeiXter respects copyright law and expects its Members to do the same. If you believe that any content on the MeiXter Platform infringes copyrights you own, please notify us.
We are under no obligation to enforce the MeiXter Terms on your behalf against another Member. While we encourage you to let us know if you believe another Member has violated the MeiXter Terms, we reserve the right to investigate and take appropriate action at our sole discretion.
11.1 Improper Use
You agree not to, and will not assist, encourage, or enable others to use the MeiXter Platform to:
- Violate any third party’s rights, including any breach of confidentiality, or any infringement of copyright, trademark, patent, trade secret, moral right, privacy right, right of publicity or any other intellectual property or proprietary right;
- Upload any content that is indecent, libelous, defamatory, obscene, invasive of privacy or publicity rights, abusive, illegal or otherwise objectionable;
- Solicit personal information from minors, or submit or transmit pornography;
- Threaten, stalk, harm, or harass others, or promote bigotry or discrimination;
- Promote a business or other commercial venture or event, or otherwise use the MeiXter Platform for commercial purposes, except as expressly permitted by MeiXter or contemplated by these MeiXter Terms;
- Send bulk emails, surveys, or other mass messaging, whether commercial in nature or not; engage in keyword spamming, or otherwise attempt to manipulate the MeiXter Platform’s search results or the search results of any third-party website; or
- Violate any applicable law.
11.2 Additional Restrictions
You also agree not to, and will not assist, encourage, or enable others to:
- Violate these MeiXter Terms;
- Modify, adapt, appropriate, reproduce, distribute, translate, create derivative works or adaptations of, publicly display, sell, trade or in any way exploit the MeiXter Platform, any MeiXter Content or other Members’ Member Content, except as expressly authorized by us;
- Use any robot, spider, site search/retrieval application or other automated device, process or means to access, retrieve, scrape or index any portion of the MeiXter Platform, any MeiXter Content or other Members’ Member Content;
- Reverse engineer any portion of the MeiXter Platform;
- Remove or modify any copyright, trademark or other proprietary rights notice that appears on any portion of the MeiXter Platform or on any materials printed or copied from the MeiXter Platform;
- Record, process or mine information about other Members;
- Access the MeiXter Platform by means other than through the public interfaces we provide to you;
- Reformat or frame any portion of the MeiXter Platform;
- Take any action that imposes, or may impose, an unreasonable or disproportionately large load on our technology infrastructure or otherwise make excessive traffic demands of the MeiXter Platform, as determined by MeiXter in MeiXter’s sole discretion;
- Attempt to gain unauthorized access to the MeiXter Platform, MeiXter Accounts, computer systems or networks connected to the MeiXter Platform through hacking, password mining or any other means;
- Use the MeiXter Platform, any MeiXter Content or other Members’ Member Content to transmit any computer viruses, worms, defects, Trojan horses or any other computer code, files or programs designated to interrupt, destroy or limit the functionality of the MeiXter Platform;
- Use any device, software or routine that interferes with the proper working of the MeiXter Platform or otherwise attempt to interfere with the proper working of the MeiXter Platform;
- Use the MeiXter Platform to violate the security of any computer network, crack passwords or security encryption codes; disrupt or interfere with the security of, or otherwise cause harm to, the MeiXter Platform, any MeiXter Content or other Members’ Member Content;
- Remove, circumvent, disable, damage or otherwise interfere with any security-related features of the MeiXter Platform, features that prevent or restrict the use or copying of any MeiXter Content, or other Members’ Member Content or features that enforce limitations on the use of the MeiXter Platform;
- Authorize any third party to use MeiXter Platforms, including but not limited to Teacher Services, through your MeiXter Account, or schedule any Teacher Services on behalf of any individuals other than yourself, except that the Company authorizes its Employee to use MeiXter Platforms, and schedule the Teacher Services on behalf of its Employees;
- Schedule and/or provide for any Teacher Service outside of the MeiXter Platform;
- Make, accept, or receive any payment in connection with the Teacher Service outside of the MeiXter Platform; or
- Solicit and/or recruit MeiXter Members to work or study on other software or skills learning platforms.
The restrictions above only apply to the extent permissible under applicable law. Nevertheless, you agree not to act contrary to these restrictions (even if permissible under applicable law). Moreover, MeiXter reserves the right to determine what conduct MeiXter considers to be in violation of these MeiXter Terms or otherwise outside the intent or spirit of the MeiXter Platform. MeiXter reserves the right to take action as a result of any such violation, which may include terminating your MeiXter Account and prohibiting you from using the MeiXter Platform in whole or in part.
The MeiXter Platform may contain links to third-party websites or resources. You acknowledge and agree that MeiXter is not responsible or liable for: (i) the availability or accuracy of such websites or resources; or (ii) the content, products, or services on or available from such websites or resources. Links to such websites or resources do not imply any endorsement by MeiXter of such websites or resources or the content, products, or services available from such websites or resources. You acknowledge sole responsibility for and assume all risk arising from your use of any such websites or resources or the content, products or services on or available from such websites or resources.
- Enforcement of MeiXter Terms of Service
We may suspend or cancel your MeiXter Account if we believe that you have violated or acted in a manner that is inconsistently with the letter or the spirit of these MeiXter Terms, or violated our rights or those of a third-party in connection with your use of the MeiXter Platform. Without limiting MeiXter’s other remedies, we will suspend, cancel or terminate your MeiXter Account, suspend your ability to use certain portions of the MeiXter Platform, freeze or confiscate your MeiXter coins and/or ban you altogether from the MeiXter Platform, without notice or liability of any kind, if: (a) you breach any terms and conditions of these MeiXter Terms or any other written policies and procedures posted on the MeiXter Platform, including but not limited to MeiXter Policies; (b) we are unable to verify or authenticate any information you provide to us; or (c) we believe that your actions may cause legal liability for you, our Members or for MeiXter.
Once suspended or terminated, you may not continue to use the MeiXter Platform under a different MeiXter Account or re-register under a new MeiXter Account. This includes usage of any associated Payment Services. In addition, violations of these MeiXter Terms may be prosecuted to the fullest extent of the law and may result in additional penalties and sanctions. If you engage in actions or activities which circumvent the MeiXter Platform or otherwise reduce service fees owed or paid to MeiXter under these MeiXter Terms, you will be liable to MeiXter for the full amount of the service fees due, and may be subject to additional sanctions including, but not limited to, suspension or termination of your MeiXter Account. MeiXter reserves the right to terminate any Member for any reason, at its sole discretion and to refuse to provide registration and membership to you in the future. If your membership is canceled, you may no longer have access to data, messages, files and other material you store at the MeiXter Platform.
THE MeiXter PLATFORM PROVIDED BY MeiXter AND THE SERVICES PROVIDED BY MeiXter, ANY OF OUR LICENSORS OR TEACHERS ARE PROVIDED ON AN “AS IS,” AND AS AVAILABLE BASIS, WITHOUT WARRANTY, AND “WITH ALL FAULTS“, WITH THE EXPRESS UNDERSTANDING THAT MeiXter MIGHT NOT MONITOR, CONTROL OR VET MEMBER CONTENT OR ANY CONTENT FROM THIRD PARTY. MeiXter EXPRESSLY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WARRANTIES AS TO THE PRODUCTS OR SERVICES OFFERED BY THIRD PARTIES, AND IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT, ARISING BY STATUTE OR OTHERWISE IN LAW OR FROM A COURSE OF DEALING OR USAGE OR TRADE. YOUR USE OF THE MeiXter PLATFORM IS AT YOUR OWN DISCRETION AND RISK. WE MAKE NO REPRESENTATIONS OR WARRANTIES, OF ANY KIND, EITHER EXPRESS OR IMPLIED, AS TO THE QUALITY, IDENTITY OR RELIABILITY OF ANY THIRD PARTY, OR AS TO THE ACCURACY OF THE POSTINGS MADE ON THE MeiXter PLATFORM BY ANY THIRD PARTY. SOME JURISDICTIONS DO NOT ALLOW LIMITATIONS ON HOW LONG AN IMPLIED WARRANTY LASTS, SO SOME OF THE ABOVE LIMITATIONS MAY NOT APPLY TO YOU.
IN ADDITION, NOTWITHSTANDING ANY FEATURE A STUDENT MAY USE TO SELECT A TEACHER, EACH STUDENT IS RESPONSIBLE FOR SELECTING THEIR TEACHER AND NEGOTIATING A CONTRACT AND MeiXter DOES NOT PROVIDE ANY WARRANTY WITH RESPECT TO ANY GOODS OR SERVICES PURCHASED BY A STUDENT ON THE MeiXter PLATFORM AND DOES NOT RECOMMEND ANY PARTICULAR TEACHER. MeiXter DOES NOT PROVIDE ANY WARRANTIES OR GUARANTEES REGARDING ANY TEACHER’S PROFESSIONAL ACCREDITATION, REGISTRATION OR LICENSE.
- Limitation of Liability
IN NO EVENT SHALL MeiXter, OUR LICENSORS OR THE TEACHERS BE LIABLE TO YOU OR ANY OTHER MEMBER FOR ANY SPECIAL, INDIRECT, CONSEQUENTIAL, INCIDENTAL OR PUNITIVE DAMAGES PURSUANT TO THESE MeiXter TERMS, INCLUDING BUT NOT LIMITED TO, LOSS OF PROFITS, LOSS OF BUSINESS OPPORTUNITIES OR LOSS OF GOODWILL, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME JURISDICTIONS DO NOT ALLOW FOR THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU
NOTWITHSTANDING ANY OTHER PROVISION OF THESE MeiXter TERMS, IN NO EVENT WILL OUR LIABILITY TO YOU FOR ANY ACTION OR CLAIM RELATED TO THE MeiXter PLATFORM PROVIDED UNDER THESE MeiXter TERMS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE OR ANY OTHER THEORY OF LIABILITY, EXCEED IN THE GREATER OF: (A) $100 OR (B) THE AGGREGATE AMOUNT OF SERVICE CHARGES ACTUALLY COLLECTED BY US FROM YOU FOR THE SERVICES TO WHICH THE LIABILITY RELATES DURING THE SIX (6) MONTH PERIOD IMMEDIATELY PRECEDING THE DETERMINATION OF SUCH LIABILITY.
You agree to indemnify, defend and hold MeiXter harmless, including against all costs, liabilities and legal fees, from any claim or demand made by any third party arising out of or relating to (i) your access to or use of the MeiXter Platform, (ii) your decision to submit postings and accept offers from other Member, (iii) any breach of contract or other claims made by Members with which you conducted business through the MeiXter Platform, (iv) your violation of these MeiXter Terms, (v) any products or services purchased or obtained by you in connection with the MeiXter Platform, (vi) any liability arising from the tax treatment of payments to Teachers, (vii) any negligent or intentional wrongdoing committed by you on or through the MeiXter Platform, (viii) any infringement by you, or any third party using your MeiXter Account, of any intellectual property or other right of any person or entity, (ix) your failure to pay or dispute of any fees owed to any Teacher or any other amounts owed to other Members; and/or (x) your failure to satisfy your obligations as a Teacher or to a Teacher. MeiXter reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify MeiXter and you agree to cooperate with MeiXter’s defense of these claims. You agree not to settle any such matter without the prior written consent of MeiXter. MeiXter will use reasonable efforts to notify you of any such claim, action or proceeding upon becoming aware of such claim, action or proceeding.
- Suspension, Termination or Cancellation
17.1 Termination By You
You may terminate these MeiXter Terms at any time by closing your MeiXter Account, discontinuing your use of the MeiXter Platform and deleting the Applications from your device. You have the right to cancel your MeiXter Account at any time.
17.1 Termination by MeiXter
We may suspend, cancel or terminate your MeiXter Account, suspend your ability to use certain portions of the MeiXter Platform, freeze or confiscate your MeiXter coins and/or ban you altogether from the MeiXter Platform for any reason or for no reason, and without notice or liability of any kind. Reasons for such suspension, cancelation or termination may include, but are not limited to, if we believe in good faith that (a) you, a related person, or your Employee (to the extent you are a Company) has engaged in any of the restricted conduct described in Section 11 (Restrictions) or otherwise violated or may have violated these MeiXter Terms and/or any MeiXter Policies, or (b) your MeiXter Account and use of the MeiXter Platform have been inactive for more than twelve (12) months. To the extent that you violate these MeiXter Terms and we revoke the licenses granted to you, you will lose all benefits and privileges associated with the MeiXter Platform. We are under no obligation to compensate you for any such losses.
We reserve the right to stop making available any one or more of the MeiXter Platform, at any time, whether on a temporary or permanent basis and without any liability, compensation, refunds or other compensatory benefits to you. Your license to the MeiXter Platform automatically ends when we terminate access to such MeiXter Platform. Any such action could prevent you from accessing your MeiXter Account, the MeiXter Platform, any MeiXter Content, or any other related information.
- Entire Agreement
Except as they may be supplemented by additional MeiXter policies, guidelines, standards, or terms for a specific product, feature, service or offering, these MeiXter Terms together with the MeiXter Policies constitute the entire and exclusive understanding and agreement between MeiXter and you pertaining to the subject matter hereof, and supersede any and all prior oral or written understandings or agreements between MeiXter and you in relation to your access to and use of the MeiXter Platform.
You may not assign or transfer these MeiXter Terms, or any rights or obligations hereunder, by operation of law or otherwise, without MeiXter’s prior written consent. Any attempt by you to assign or transfer these MeiXter Terms without such consent will be null and of no effect. MeiXter may assign or transfer these MeiXter Terms, and any rights or obligations hereunder, at its sole discretion, without restriction. Subject to the foregoing, these MeiXter Terms will bind and inure to the benefit of the parties, their successors and permitted assigns.
Unless you otherwise indicate in writing to customer service in accordance with Section 25 (Contacting Customer Service), MeiXter will communicate with you by email, telephone, texting or by posting communications on the MeiXter Platform. You consent to receive communications from us electronically and you agree that these electronic communications satisfy any legal requirement that such communications be in writing. You will be considered to have received a communication when MeiXter sends the communication to the email address or phone number you have provided to MeiXter on the MeiXter Platform, or when MeiXter posts such communication on the MeiXter Platform. You must keep your email address updated on the MeiXter Platform, and you must regularly check the MeiXter Platform for postings. If you fail to respond to an email message from MeiXter regarding violation, dispute or complaint within two business days, MeiXter will have the right to terminate or suspend your MeiXter Account.
All notices to MeiXter intended to have a legal effect concerning these MeiXter Terms must be in writing and delivered either in person or by a means evidenced by a delivery receipt, to the following address:
9 Avon close, Bournemouth
Such notices to MeiXter are deemed effective upon receipt.
- Governing Law
21.1 For Residents Outside of the United Kingdom
Except as otherwise specified in Section 21.2 below, any claims arising out of the MeiXter Platform or these MeiXter Terms will be subject to the laws of the United Kingdom, without reference to conflict of laws principles.
21.1 For Residents in the United Kingdom
Any claims arising out of the MeiXter Platform or these MeiXter Terms that are brought in the United Kingdom will be subject to the laws of England without reference to conflict of laws principles.
- Dispute Resolution; Binding Arbitration and Class Action Waiver
READ THIS SECTION 22 CAREFULLY. THIS SECTION 22 MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS, INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT.
22.1 Informal Dispute Resolution
Our customer service department is available as noted in Section 25 (Contacting Customer Service) to address any concerns, disputes, claims or controversies you may have regarding the MeiXter Platform, these MeiXter Terms or the relationship between you and MeiXter (collectively, “Disputes“). Most Disputes are quickly resolved in this manner to our users’ satisfaction. The parties shall use their best efforts to settle any Dispute directly through consultation and good faith negotiations which shall be a precondition to either party initiating a lawsuit or arbitration.
22.2 Dispute Resolution for Residents outside of the United Kingdom
In the event that the parties do not agree upon a resolution in connection with a Dispute within a period of thirty (30) calendar days from the time informal dispute resolution is initiated pursuant to Section 23.1 (Initial Dispute Resolution), except as otherwise specified in Section 23.3 (Dispute Resolution for Residents in the United Kingdom) below, you and MeiXter expressly agree that any claim or action arising out of or relating to MeiXter Platform or these MeiXter Terms shall be submitted by any party to be finally resolved by arbitration by written notice to the other party. The arbitration shall be conducted in England under applicable law. The number of arbitrators shall be one (1) unless otherwise subsequently agreed in writing by the parties. The arbitration proceedings shall be conducted in English. The arbitration tribunal shall apply the arbitration rules of the applicable law in effect at the time of the arbitration.;
22.3 Dispute Resolution for Residents in the United Kingdom
If you are domiciled in and/or use the MeiXter Platform in the United kingdom, this Section 22.3 applies to you.
- Agreement to Arbitrate. If the parties do not agree upon a resolution in connection with a Dispute within a period of thirty (30) calendar days from the time informal dispute resolution is initiated pursuant to Section 22.1 (Initial Dispute Resolution), then either party may initiate binding arbitration as the sole means to formally resolve claims (the “Agreement to Arbitrate“), subject to the terms set forth below. Specifically, all Disputes shall be finally settled by the applicable body in England. The arbitrator, and not any federal, state or local court or agency, shall have exclusive authority to resolve all disputes arising out of or relating to the interpretation, applicability, enforceability or formation of these MeiXter Terms, including without limitation any claim that all or any party of these MeiXter Terms are void or voidable, or whether a claim is subject to arbitration. The arbitrator shall be empowered to grant whatever relief would be available in a court under law or in equity. The arbitrator’s award shall be binding on the parties and may be entered as a judgment in any court of competent jurisdiction.
The arbitration may be conducted in person, through the submission of documents, by phone or online. The arbitrator shall make a decision in writing, and shall provide a statement of reasons if requested by either party. The arbitrator must follow applicable law, and any award may be challenged if the arbitrator fails to do so.
- Class Action Waiver. The parties further agree that any arbitration shall be conducted in their individual capacities only and not as a class action or other representative action, and the parties expressly waive their right to file a class action or seek relief on a class basis. YOU AND MeiXter AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR MeiXter’S INDIVIDUAL CAPACITY, AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. If any court or arbitrator determines that the class action waiver set forth in this subsection is void or unenforceable for any reason or that an arbitration can proceed on a class basis, then the arbitration provision set forth above shall be deemed null and void in its entirety and the parties shall be deemed to have not agreed to arbitrate Disputes.
- Exception – Litigation of Intellectual Property and Small Claims Court Claims. Notwithstanding the parties’ decision to resolve all Disputes through arbitration, either party may bring an action in court that only asserts claims for patent infringement or invalidity, copyright infringement, moral rights violations, trademark infringement and/or trade secret misappropriation, but not, for clarity, claims related to the license granted to you for the MeiXter Platform under this Agreement. Either party may also seek relief in a small claims court for disputes or claims within the scope of that court’s jurisdiction.
- 30 Day Right to Opt Out. You have the right to opt-out and not be bound by the arbitration and class action waiver provisions set forth in Section 22.3(i) (Agreement to Arbitrate), Section 22.3(ii) (Location) and Section 22.3(iii) (Class Action Waiver) above by sending written notice of your decision to opt-out pursuant to Section 20 (Notice). The notice must be sent within 30 days of your first access or use of the MeiXter Platform; otherwise you will be bound to arbitrate Disputes in accordance with the terms of those Sections. If you opt-out of these arbitration provisions, MeiXter also will not be bound by such provisions.
By sending us any ideas, suggestions, documents or proposals (“Feedback“), you agree that (i) your Feedback does not contain confidential or proprietary information of third parties, (ii) we are under no obligation of confidentiality, express or implied, with respect to the Feedback, (iii) we may have something similar to the Feedback already under consideration or in development, and (iv) you grant us an irrevocable, non-exclusive, royalty-free, perpetual, worldwide license to use, modify, prepare derivative works of, publish, distribute and sublicense the Feedback and you irrevocably waive, and cause to be waived, against MeiXter and other Members any claims and assertions of any moral rights that you may have with respect to such Feedback.
The failure of MeiXter to enforce any right or provision of these MeiXter Terms will not constitute a waiver of future enforcement of that right or provision. The waiver of any such right or provision will be effective only if in writing and signed by a duly authorized representative of MeiXter. Except as expressly set forth in these MeiXter Terms, the exercise by either party of any of its remedies under these MeiXter Terms will be without prejudice to its other remedies under these MeiXter Terms or otherwise. If for any reason an arbitrator or a court of competent jurisdiction finds any provision of these MeiXter Terms invalid or unenforceable, that provision will be enforced to the maximum extent permissible and the other provisions of these MeiXter Terms will remain in full force and effect.
- Contacting Customer Service
If you wish to report a violation of these Terms, have any questions or need assistance, please contact MeiXter customer service as follows:
- For Members that access and use of the MeiXter Product:
Online Support: https://MeiXter.com