MiiPC Terms of Use

These terms of use (“Terms of Use“) set forth the basis on which you are permitted to use any product that uses the MiiPC platform (the “Device”) or related software programs, including parental control features, and services (the “Serivices”). Device and related Services (collectively, the “Products”) and user accounts are designed as tools for parents and legal guardians to provide their children with a kid-friendly environment to discover, launch and use third party applications and content. These Terms of Use shall govern over all aspects of the Products, including, without limitation, the products and services contained herein. By establishing an account with the MiiPC Cloud Service (a “MiiPC Account”) and using the Device, and/or by downloading any MiiPC mobile app, including the parental control companion app, you are agreeing to be bound by the Terms of Use.

If you do not agree to all of the terms and conditions contained herein, do not use or access the Products in any manner. You represent that you are using the Products for their intended purpose. If you are using the Products on behalf of a company or an organization, you represent that you have authority to bind your employer by your actions. ZeroDesktop, Inc, (“ZeroDesktop”) reserves the right to update these Terms of Use at any time without the requirement of any notice to you. Your continued use of the Products following such update constitutes your acceptance of the Amended Terms of Use.

USE OF THE PRODUCTS

ZeroDesktop’s Products are intended for personal, non-commercial use only, in accordance with all applicable laws. As a condition to your use of the Products provided by ZeroDesktop, you agree not to use the Products for any purpose that is unlawful or prohibited by these Terms of Use. You may not use the Products in any manner that could damage, disable, overburden, or impair any ZeroDesktop’s server, or the network(s) connected to any ZeroDesktop’s server, or interfere with any other party’s use and enjoyment of the Products. You may not distribute in any medium any part of the Service without ZeroDesktop’s prior written authorization. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available through the Products. You further agree not to alter or modify any part of the Products or any of its related technologies.

Full use of the Products requires Internet access and certain software; may require periodic updates; and may be affected by the performance of these factors. ZeroDesktop does not guarantee any third party product or service offering, and no purchase or obtaining of any third party product or service shall be construed to represent or guarantee your access to the Products.

PRECAUTIONS

The Products are tools for parents and legal guardians to provide their children with a kid-friendly environment to discover, launch and use third party applications and content; parents or legal guardians will make their own decisions about what applications and contents will be accessible by their children. We are not responsible for children, parents or others accessing any inappropirate content through the Product.

USER ACCOUNTS

The Services made available require you to open an account with the MiiPC Cloud Service; you must complete the registration process by providing current, complete and accurate information as prompted by the applicable registration form. You will also choose a password and a user name. You are entirely responsible for maintaining the confidentiality of your password and account. Furthermore, you are entirely responsible for any and all activities that occur under your account. You agree to notify ZeroDesktop immediately of any unauthorized use of your account or any other breach of security. ZeroDesktop will not be liable for any loss that you may incur as a result of someone else using your password or account, either with or without your knowledge. However, you could be held liable for losses incurred by ZeroDesktop or another party due to someone else using your account or password. You may not use anyone else’s account at any time, without the express permission of the account holder.

PRE-LOADED AND ZERODESKTOP GENERATED CONTENTS

All pre-loaded contents and contents generated contents provided on the Product, except for all User Generated Content (defined below), including, but not limited to, music, games, videos, text, software, graphics, photos, sounds, interactive features and other content (“Content“) and the trademarks, service marks and logos contained therein are subject to copyright and other intellectual property rights under applicable laws. You acknowledge that the Content is provided to you on an AS IS basis for your personal use only and may not be downloaded, copied, reproduced, distributed, transmitted, broadcast, displayed, sold, licensed, or otherwise exploited for any other purposes whatsoever without the prior written consent of ZeroDesktop or the respective owners. ZeroDesktop reserves all rights not expressly granted in and to the Pre-loaded Content.

THIRD PARTY WEBSITES, APPS AND CONTENT

ZeroDesktop has not and cannot review all of the material, information and content available on or by means of third party websites, applications, and other contents accessible through the Products (“Third Party Content“), and cannot therefore be responsible for such Third Party Content. ZeroDesktop does not represent or imply that it endorses any Third Party Content. You are responsible for taking precautions as necessary to protect yourself from viruses, worms, Trojan horses, malware and other harmful or destructive content. ZeroDesktop disclaims any responsibility whatsoever for any harm resulting from your use of Third Party Content.

USER-GENERATED CONTENT

On some parts of our Services or otherwise in connection with your use of the Services, you may be allowed to submit, post or link to content or applications or provide comments for others to see (collectively, referred to herein as “User-Generated Content”). If you submit, post, link to or contribute User-Generated Content, you guarantee, represent and warrant to us that you have all necessary legal rights to submit, post, contribute or link to such User-Generated Content and it does not and will not infringe or violate any law or the rights of any person; you hereby grant ZeroDesktop a perpetual, irrevocable, non-exclusive, worldwide, royalty-free license, with the right to sublicense, to reproduce, distribute, transmit, publicly perform, publicly display, digitally perform, modify, create derivative works of, and otherwise use and commercially exploit any text, photographs or other data and information you submit, without any restriction or responsibilities to you or any third party, consistent with the purposes and functions of the Services; you are entirely responsible for all User-Generated Content you submit, post, contribute, link to, upload, email, transmit or otherwise make available in any way by or through the Services (collectively “Submissions”); you have the written consent, release or permission of each and every identifiable individual person in the User-Generated Content to use the name or likeness of each and every such identifiable individual person to enable inclusion and use of the User-Generated Content in the manner contemplated by the Services and these Terms; and for all User-Generated Content, including all information and materials of any kind, including graphics, sounds, text, or otherwise posted or provided by any user by or through the Services, you understand that we are not responsible for the truth, completeness, objectivity, or usefulness of such User-Generated Content, nor do we endorse any User-Generated Content; we do not verify the identity of people using the Services; and we do not undertake any obligation to screen, monitor, edit or review User-Generated Content before it appears on the Services. We do have the right, in our sole discretion, to monitor or remove any User-Generated Content at any time and without notice if we believe doing so will improve the Services. We can also suspend or terminate use of the Service by anyone who does not follow these Terms. Nevertheless, you understand that by using the Services, you may be exposed to User-Generated Content that is offensive or objectionable.

CONDUCT OF USERS

We believe that all users benefit from basic rules regarding conduct while using the Services. Widespread use and enjoyment of the Services is jeopardized when a few individuals act irresponsibly. To help everyone have a positive experience, we ask, and you agree, to follow the following basic rules of conduct when using the Services: you will follow these Terms and all applicable laws; you will never give your password to anyone; you will not harass, threaten or abuse other people when using the Services in any manner; you will not interfere with others’ use of the Services or act in a way that negatively affects other users’ enjoyment of the Services; you will not participate in any action that, in the sole and absolute opinion of ZeroDesktop, results or may result in any user of the Services being scammed or defrauded in any way in connection with such user’s use of the Services; you will not upload, post, email or otherwise make available any User-Generated Content that is obscene or may be hateful or offensive on racial, ethnic, sexual or any other grounds; is harmful, vulgar or distasteful; or is defamatory, libelous, or invades another person’s privacy or proprietary rights, including any patent, trademark, trade secret, or copyrights of any party; you will not use or exploit any errors in design, features which have not been documented, or “bugs” to gain access in any way that is not generally known and intentionally made available by ZeroDesktop, and you will promptly report to ZeroDesktop your discovery of any such errors, features or bugs; you will not attempt to harvest any user names or email addresses from the Services for any purpose; you will not collect or store personal information about any other individual on the Services, or otherwise stalk, repeatedly contact or harass another user; you will not impersonate any other person or misrepresent a relationship with any person or entity, including misrepresenting a relationship with ZeroDesktop; similarly, you will not adopt a false identity if the purpose of doing so is to deceive or defraud another; you will not use the Services to harm minors in any way, or encourage interactions with minors of a sexual nature; you will not manipulate the Services so as to hide your identity or participation in the Services (by using another person’s identity, changing headers, or otherwise modifying any other possible identifier); you will not post any User-Generated Content that contains any viruses, cancel bots, Trojan horses, harmful code, or other computer programs or code designed to interrupt the Services, the ability of users to enjoy the Services, or the proper functioning of any software, hardware or equipment or materials used in connection with the Services; and you will not send any bulk unsolicited advertising, promotional information, email or other solicitation (including without limitation junk mail, “spam,” chain letters or pyramid schemes of any sort) to any person through the use of the Services.

If you violate any of the guidelines set forth above or any other aspect of these Terms, we reserve the right to suspend or terminate your rights to use the Services without giving you any notice. In the event that your rights to use the Services are terminated, you will immediately lose access to any information that may be on the system. We can terminate your access to the Services at any time. We may also remove any User-Generated Content that you post without cause and without notice to you.

YOU UNDERSTAND THAT ZERODESKTOP IS NOT RESPONSIBLE FOR YOUR INABILITY TO ACCESS ANY INFORMATION ON THE SERVICE FOR ANY REASON, WHETHER BECAUSE OF TERMINATION OF YOUR ACCOUNT; SOFTWARE, HARDWARE, OR INTERNET PROBLEMS OR ERRORS; OR ANY OTHER REASON.

INTELLECTUAL PROPERTY

ZeroDesktop reserves all rights not expressly granted in the Agreement and disclaims the grant of any implied rights to you. The Device design and Services are owned by ZeroDesktop or its licensors, as applicable, and protected by applicable law, with all rights reserved. The entire content (images and text) of the Services is copyrighted and may not be reproduced, published, broadcast, posted, modified, transmitted, displayed, distributed, downloaded or otherwise used without the express written permission of ZeroDesktop. Except for allowing you to use the Services for your personal use as set forth in these Terms, when you use the Services you are not receiving a license or any other rights from us, including intellectual property or other proprietary rights of ZeroDesktop or its licensors. You understand that you have no rights to the Services or any other property of ZeroDesktop or its licensors except as expressly provided in these Terms.

ABUSIVE, INAPPROPRIATE AND INFRINGING CONTENT

You understand and agree that ZeroDesktop may (but is not obligated to) review and remove any content of any kind (whether Content, User Generated Content or Third Party Content) that under ZeroDesktop’s sole discretion violates these Terms of Use or which might be offensive, illegal, inappropriate, unsuitable or which violates the rights of, harms, or threatens the safety of third parties and/or other users of the Website (“Abusive Content“). In addition, each user of the Website may notify ZeroDesktop that it considers certain content (whether Website Content, User Generated Content or Third Party Content) to be Abusive Content and provide reasons supporting such notification. ZeroDesktop shall examine such notification and reserves the right, at its sole and absolute discretion, to remove all or part of such Abusive Content and/or terminate a user’s ability to upload content in violation of these Terms of Use.

ZeroDesktop takes the protection of intellectual property rights, including copyrights, very seriously. ZeroDesktop will terminate your access to, or use of, all or any part of the Services, without notice to you, if you infringe or misappropriate the intellectual property rights, including copyrights, of others. Pursuant to the Digital Millennium Copyright Act, Title 17, United States Code, Section 501 et seq., copyright owners or their authorized agents may submit a complaint of alleged copyright infringement to ZeroDesktop if they have a good-faith belief that their protected works are being infringed. ZeroDesktop will respond to all such notifications that are sent.

If you are a copyright owner or an agent thereof and believe that any content infringes upon your copyrights, you may submit a notification to us by sending an email to miipcsupport@zerodesktop.com with the following information in writing: A physical or electronic signature of a person authorized to act on behalf of the owner of an exclusive right that is allegedly infringed; identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works at that site; identification of the 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 ZeroDesktop to locate the material; information reasonably sufficient to permit ZeroDesktop to contact you, such as an address, telephone number, and, if available, an electronic mail; a statement that you have a good faith belief that use of the material in the manner complained of is not authorized by the copyright owner, its agent, or the law; and 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.

PRIVACY AND PROTECTION OF PERSONAL INFORMATION

Our Privacy Policy is located at: http://www.miipc.com/privacy

WARRANTY DISCLAIMER

YOU AGREE THAT YOUR USE OF THE PRODUCTS SHALL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, ZERODESKTOP, ITS OFFICERS, DIRECTORS, EMPLOYEES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE PRODUCTS AND YOUR USE THEREOF. ZERODESKTOP MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE CONTENT OF ITS SERVICES (OF ANY KIND) OR THE CONTENT OF ANY THIRD PARTY CONTENT AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND/OR USE OF THE PRODUCTS, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF ZERODESKTOP’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR OTHER INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, AND/OR (V) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE PRODUCTS BY ANY THIRD PARTY. ZERODESKTOP DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED BY A THIRD PARTY THROUGH THE SERVICES OR APPLICATIONS OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND ZERODESKTOP WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND THIRD-PARTY PROVIDERS OF PRODUCTS OR SERVICES.

LIMITATION OF LIABILITY

IN NO EVENT SHALL ZERODESKTOP, ITS OFFICERS, DIRECTORS, EMPLOYEES, OR AGENTS, BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE, OR CONSEQUENTIAL DAMAGES WHATSOEVER RESULTING FROM ANY (I) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT, (II) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF THE PRODUCTS, (III) ANY UNAUTHORIZED ACCESS TO OR USE OF ZERODESKTOP’S SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR OTHER INFORMATION STORED THEREIN, (IV) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE SERVICES, (IV) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE, WHICH MAY BE TRANSMITTED TO OR THROUGH THE PRODUCTS BY ANY THIRD PARTY, AND/OR (V) ANY ERRORS OR OMISSIONS IN ANY CONTENT OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF YOUR USE OF ANY CONTENT POSTED, EMAILED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE PRODUCTS, WHETHER BASED ON WARRANTY, CONTRACT, TORT, OR ANY OTHER LEGAL THEORY, AND WHETHER OR NOT ZERODESKTOP IS ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY TO THE FULLEST EXTENT PERMITTED BY LAW IN THE APPLICABLE JURISDICTION.

INDEMNITY

You agree to defend, indemnify and hold harmless ZeroDesktop, its parent corporation and affiliates, officers, directors, employees and agents, from and against any and all claims, damages, obligations, losses, liabilities, costs and expenses (including reasonable legal fees) arising from: (i) your use of and access to the Products; (ii) your violation of any term of these Terms of Use; (iii) your violation of any third party right, including without limitation any copyright, property, or privacy right; or (iv) any claim that your potential postings or User Generated Content caused damage to a third party. This defense and indemnification obligation will survive the expiration of your use of the Products.

ABILITY TO ACCEPT TERMS OF USE

You affirm that you are either more than 18 years of age, or an emancipated minor, or possess legal parental or guardian consent, and are fully able and competent to enter into the terms, conditions, obligations, affirmations, representations, and warranties set forth in these Terms of Use, and to abide by and comply with these Terms of Use.

GOVERNING LAW & JURISDICTION

Your use of the Services and Product and these Terms of Use shall be governed in all respects by the laws of the State of California, as if entered into by residents of California, without giving effect to its conflict-of-law provisions that may provide the application of the law of another jurisdiction. Any action or proceeding arising from or relating to this Agreement may be brought in a federal court in the Northern District of California or in state court in Santa Clara County, California, and you irrevocably submit to the jurisdiction and venue of any such court in any such action or proceedings. The United Nations Convention on Contracts for the International Sale of Goods shall not apply to this Agreement.

ANY CAUSE OF ACTION ARISING OUT OF OR RELATED TO THE SERVICES MUST COMMENCE WITHIN ONE (1) YEAR AFTER THE CAUSE OF ACTION ACCRUES. OTHERWISE, SUCH CAUSE OF ACTION IS PERMANENTLY BARRED.

GENERAL

These Terms of Use, together with the Privacy Policy located at http://www.miipc.com/privacy and any other legal notices published by ZeroDesktop on the Products shall constitute the entire agreement between you and ZeroDesktop concerning the Products. If any provision of these Terms of Use is deemed invalid by a court of competent jurisdiction, the invalidity of such provision shall not affect the validity of the remaining provisions of these Terms of Use, which shall remain in full force and effect. No waiver of any term of these Terms of Use shall be deemed a further or continuing waiver of such term or any other term, and ZeroDesktop’s failure to assert any right or provision under these Terms of Use shall not constitute a waiver of such right or provision.