Version Date: 03.04.2018
As provided in greater detail in these Terms (and without limiting the express language of the Terms below), you agree and acknowledge that the Terms include the following material terms:
- your use of the Michi’s LLC Services may be subject to separate third party terms of service and fees, including without limitation your mobile network operator’s (the “Carrier”) terms of service and fees, including fees charged for data usage, messaging and overage, which are your sole responsibility;
- the Michi’s LLC Services are provided “as is” without warranties of any kind and Michi’s LLC liability to you is limited;
- if you have an Michi’s LLC account, you may receive coupons when using the Michi’s LLC Service which can only be used on the Michi’s LLC Service within thirty (30) days of receipt of the coupon.
- you may receive text messages from or on behalf of Michi’s LLC as a part of the Michi’s LLC Services at the cell phone number(s) provided by you to Michi’s LLC, and you consent to receiving such text messages.
- disputes arising hereunder will be resolved by binding arbitration, and BY ACCEPTING THESE TERMS, YOU AND MICHI’S LLC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION. YOU AGREE TO GIVE UP YOUR RIGHT TO GO TO COURT to assert or defend your rights under these Terms (except for matters that may be taken to small claims court). Your rights will be determined by a NEUTRAL ARBITRATOR and NOT a judge or jury and your claims cannot be brought as a class action. Please review the Dispute and Arbitration Section below for the details regarding your agreement to arbitrate any disputes with Michi’s LLC; and
Please note that if you are a minor in the jurisdiction in which you reside (generally under the age of 18), you must have the permission of, and be directly supervised by, your parent or legal guardian to use the Website and the Michi’s LLC Services, and your parent or legal guardian must read and agree to these Terms prior to your using the Website and the Michi’s LLC Services. Notwithstanding the foregoing, however, persons under the age of 13 are not permitted to register for the Website or use the Michi’s LLC Services.
The Website is owned and operated by Michi’s LLC. Michi’s LLC reserves the right to modify or discontinue, temporarily or permanently, and at any time, the Website and/or the Michi’s LLC Services (or any part thereof) with or without notice. You agree that Michi’s LLC shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Michi’s LLC Services.
Please note that Michi’s LLC may modify these Terms from time to time, and any change to these Terms will be reflected on the Website (with revisions being indicated by date), and you agree to be bound to any changes to these Terms when you use the Website or the Michi’s LLC Services. Michi’s LLC may also, in its sole and absolute discretion, choose to alert via email all users with whom it maintains email information of such modifications. It is therefore important that you regularly review these Terms and keep your contact information current in your account settings to ensure you are informed of any such changes. Modifications to these Terms shall be effective 30 days after being posted but shall not apply retroactively. Also, occasionally there may be information on the Website or within the Michi’s LLC Services that contains typographical errors, inaccuracies or omissions that may relate to service descriptions, pricing, availability, and various other information, and Michi’s LLC reserves the right to correct any errors, inaccuracies or omissions and to change or update the information at any time, without prior notice.
The Website and the Michi’s LLC Services
The Website and the Michi’s LLC Services are a marketplace for customers (“Customers”) to view, discuss, and place orders for food and beverages, and pick- up and/or delivery services in connection therewith, with participating restaurants (the “Restaurants”).
Customers using the Michi’s LLC Services must make themselves comfortable through the information provided by the Restaurants on the Website, by contacting the Restaurants directly, or through such other means or methods as they may deem appropriate, as to the quality and reliability and quality of the Restaurants and the Restaurants’ compliance with applicable laws. Michi’s LLC, including the Website and the Michi’s LLC Services, does not in any way guarantee the quality of any Restaurant or any food or beverage, or any pickup- up or delivery service in connection therewith, or any compliance thereof with applicable laws. In addition, a Restaurant may represent certain standards with respect to their food preparation (or other services), such as “organic,” “kosher,” “macrobiotic” or allergen- specific standards such as “nut-free,” “gluten-free,” or “lactose-free”; Michi’s LLC does not investigate or verify any such representations. Michi’s LLC shall not be liable or responsible for any food or beverages, or any other services, offered by the Restaurants or any errors or misrepresentations made by them (including on the Website and through the Michi’s LLC Services).
We do take customer satisfaction very seriously and, in addition to contacting the applicable Restaurant directly, we ask that you notify Michi’s LLC of all complaints or concerns that you might have regarding the Restaurants.
ORDERING AND PAYMENT
When you place an order through the Michi’s LLC Services, you will be given a choice of payment options, which may include via Apple Pay, Credit Card, PayPal®, Android Pay, and direct payment to the applicable Restaurant. If you pay for your purchase via Apple Pay, Credit Card, PayPal, or Android Pay, we will ask for a valid Apple Pay account, Credit Card, PayPal account, or Android Pay account, as applicable, which will be billed through the Michi’s LLC Services, for the purchase price of the applicable order, and “Michi’s LLC” will be the name that appears on the Apple Pay, Credit Card, PayPal, or Android Pay statement, as applicable. As stated above, however, Michi’s LLC, including the Website and the Michi’s LLC Services, is not and shall not in any manner be considered the seller of any of the food, beverages, and services ordered.
Michi’s LLC takes customer satisfaction very seriously. If you have any problems with your order, please contact Michi’s LLC and we will do whatever we can to assist you. In appropriate cases, if you have already been billed by Michi’s LLC, Michi’s LLC may issue full or partial refunds, or “Cash Coupons”.
USER REPRESENTATIONS, WARRANTIES AND COVENANTS
By using the Website and/or the Michi’s LLC Services, you represent, warrant, and covenant that:
- all registration information you submit is truthful and accurate, and that you will maintain the accuracy of such information;
- you will keep your password confidential and will be responsible for all use of your password and your account;
- you are not a minor in the jurisdiction in which you reside, or if you are a minor, that you are above the age of 13 and that you have received the permission of your parents or legal guardian to use the Website and the Michi’s LLC Services; and
- your use of the Website and the Michi’s LLC Services does not violate any applicable law.
The Website and the Michi’s LLC Services allow users to interact with other users by uploading content to the Michi’s LLC Service, including reviews, comments, photos, images and other types of works (your “Contribution(s)”). You retain copyright and any other proprietary rights that you may hold in the Contributions that you post to the Michi’s LLC Service.
You are entirely responsible for the content of, and any harm resulting from, your use of and uploading of your Contributions. When you publish or post a Contribution, you thereby represent and warrant that:
- the creation, distribution, transmission, public display and performance, accessing, downloading and copying of your Contribution does not and will not infringe the proprietary rights, including but not limited to the copyright, patent, trademark, trade secret or moral rights of any third party;
- you are the creator and owner of or have the necessary licenses, rights, consents, releases and permissions to use and to authorize Michi’s LLC, the Website, and the Services, and all uses thereof, to use your Contributions as necessary to exercise the licenses granted by you under these Terms;
- your Contribution is not (in all cases as determined by Michi’s LLC in its sole and absolute discretion) obscene, lewd, lascivious, filthy, violent, harassing or otherwise objectionable, libelous or slanderous, does not advocate the violent overthrow of the government of the United States, does not incite, encourage or threaten immediate physical harm against another, does not violate any applicable law, regulation, or rule, and does not violate the privacy or publicity rights of any third party;
- your Contribution does not constitute, contain, install or attempt to install or promote your Contribution does not contain any viruses, worms, Trojan horses, malicious code, spyware, malware or other or any other computer code or harmful or destructive content, whether on Michi’s LLC’s or others’ computers or equipment, including any computer code designed to enable you or others to gather information about or monitor the activities of another party;
- your Contribution does not inundate the Website with communications or other traffic suggesting no serious intent to use the Website for its stated purpose;
- your Contribution does not otherwise violate, or link to material that violates, any provision of these Terms or any applicable law or regulation; and
- your Contribution does not contain pictures, data, audio or visual files, or any other content that is excessive in size, as determined by Michi’s LLC in its sole and absolute discretion.
By posting Contributions, you automatically grant, and you represent and warrant that you have the right to grant, to Michi’s LLC an irrevocable, perpetual, non-exclusive, transferable, royalty-free, fully-paid, worldwide license to use, copy, publicly perform, publicly display, modify, reformat, translate, excerpt (in whole or in part), create derivative works of and distribute such Contributions for any purpose, commercial, advertising, or otherwise, on or in connection with the Website, the Michi’s LLC Services or the promotion thereof, to prepare derivative works of, or incorporate into other works, such Contributions, and to grant and authorize sublicenses of the foregoing.
Michi’s LLC has the right, in its sole and absolute discretion, to (i) edit, redact or otherwise change any Contributions, (ii) re-categorize any Contributions to place them in more appropriate locations, or (iii) pre-screen or delete any Contributions that are determined to be inappropriate or otherwise in violation of these Terms.
Michi’s LLC may accept, reject, or remove any Contributions, including restaurant reviews in its sole and absolute discretion, but Michi’s LLC has absolutely no obligation to screen or delete Contributions, even if someone considers a particular Contribution to be objectionable or inaccurate. If you are posting a review of a restaurant, your review must comply with the following criteria: (1) you should have firsthand experience with the restaurant; (2) you are not affiliated with any competitors of the restaurant; (3) you will not make any conclusions as to the legality of the restaurants products, services, or conduct; and (4) your review must comply with the other Contribution representations, warranties, covenants, and other agreements in these Terms. Reviews are not endorsed by Michi’s LLC (including its Website and the Michi’s LLC Services), and do not represent the views of Michi’s LLC or of any affiliate or partner of Michi’s LLC. Michi’s LLC does not assume liability for any review or for any claims, liabilities or losses resulting from any review.
SUBMISSIONS AND FEEDBACK
In addition to the rights granted by you with respect to your Contributions, you acknowledge and agree that all questions, comments, suggestions, ideas, feedback or other information regarding the Website and/or the Michi’s LLC Services (“Submissions”) provided by you to or via Michi’s LLC, the Website, or the Michi’s LLC Services are non-confidential and Michi’s LLC (as well as any designee of Michi’s LLC) shall be entitled to the unrestricted use and dissemination of these Submissions for any purpose, commercial or otherwise, without acknowledgment or compensation to you.
The Website and the Michi’s LLC Services are for personal, noncommercial use only (unless specifically endorse or approved by Michi’s LLC). You may not access or use the Website for any other purpose other than the legitimate review and request for food and beverage products, and pick-up and delivery services in connection therewith, provided by the Restaurants. Additionally, the following uses and activities of and with respect to Michi’s LLC, including the Website and the Michi’s LLC Services, are prohibited:
- criminal or tortuous activity, including child pornography, fraud, trafficking in obscene material, drug dealing, gambling, harassment, stalking, spamming, copyright infringement, patent infringement, or theft of trade secrets;
- advertising to, or solicitation of, any user to buy or sell any products or services, unless authorized by Michi’s LLC;
- systematic retrieval of data or other content from the Website or the Services to create or compile, directly or indirectly, any collection, compilation, database or directory;
- engaging in unauthorized framing of or linking to the Website or the Michi’s LLC Services;
- transmitting chain letters or junk email;
- using any information obtained from the Website or the Michi’s LLC Services in order to contact, advertise to, solicit, or sell to any user;
- engaging in any automated use of the Website or the Michi’s LLC Services, or any system or component thereof, such as using scripts to add friends or send comments or messages, or using any data mining, robots or similar data gathering and extraction tools;
- interfering with, disrupting, or creating an undue burden on the Website or the Michi’s LLC Services or the networks or services connected or linked thereto;
- attempting to impersonate another user or person;
- using the username of another user;
- selling or otherwise transferring your profile;
- using any information obtained from the Website or the Michi’s LLC Services in order to harass, abuse, or harm another person;
- using the Website or the Michi’s LLC Service as part of any effort to compete with Michi’s LLC, the Website, or the Michi’s LLC Service or to provide services as a service bureau;
- deciphering, decompiling, disassembling or reverse engineering any of the software comprising or in any way making up a part of the Website or the Michi’s LLC Services;
- attempting to bypass any measures of the Website or the Michi’s LLC Services designed to prevent or restrict access to the Website or the Michi’s LLC Services, or any portion of the Website or the Michi’s LLC Services;
- harassing, annoying, intimidating or threatening any Michi’s LLC employees or agents engaged in providing any portion of the Michi’s LLC Services;
- displaying an advertisement, or accepting payment or anything of value from a third person in exchange for your performing any commercial activity on or through the Website or the Michi’s LLC Services on behalf of that person, such as posting blogs or bulletins with a commercial purpose;
- deleting the copyright or other proprietary rights notice from any Contribution or any portion of the Website or the Michi’s LLC Services (including any content therein and thereof); and
- using the Website and/or the Michi’s LLC Services in any manner inconsistent with any and all applicable laws and regulations.
INTELLECTUAL PROPERTY RIGHTS
As between you and Michi’s LLC, all of the content included in and as a part of the Website and the Michi’s LLC Services (including, without limitation, all source code, databases, functionality, software, website designs, audio, video, text, photographs, and graphics, the “Michi’s LLC Content”), including all trademarks, service marks, and logos contained therein (“Marks”), is the property of or is licensed to Michi’s LLC, and are subject to copyright and other intellectual property rights under United States and foreign laws and international conventions. Michi’s LLC reserves all rights in and to the Website, the Michi’s LLC Services, and the Michi’s LLC Content and Marks. Subject to your agreement to, compliance with, and except as otherwise prohibited by, these Terms, you are hereby granted a limited, non-exclusive, non-transferable, non-sublicensable license to access and make personal and non-commercial use of the Website and the Michi’s LLC Services; the license granted hereby does not include any resale or commercial use of the Website, the Michi’s LLC Services, or the Michi’s LLC Content. If you download or print a copy of the Michi’s LLC Content for personal use in accordance with the limited license granted herein, you must retain all copyright and other proprietary notices contained therein. You agree not to circumvent, disable or otherwise interfere with security related features of the Website or features that prevent or restrict use or copying of any Michi’s LLC Content or enforce limitations on use of the Website or the Michi’s LLC Content therein.
THIRD PARTY WEBSITES AND CONTENT
The Website and the Michi’s LLC Services may contain, or you may be sent through the Website or the Michi’s LLC Service to, links to other websites (“Third Party Websites”) as well as articles, photographs, text, graphics, pictures, designs, music, sound, video, information, applications, software and other content or items belonging to or originating from third parties (the “Third Party Content”). Such Third Party Websites and Third Party Content are not investigated, monitored or checked for accuracy, appropriateness, or completeness by Michi’s LLC (including the Website and the Michi’s LLC Services), and Michi’s LLC (including the Website and the Michi’s LLC Services) are not responsible for any Third Party Websites accessed through the Website or any Third Party Content posted on, available through or installed from the Website, including the content, accuracy, offensiveness, opinions, reliability, privacy practices or other policies of or contained in the Third Party Websites or the Third Party Content. Inclusion of, linking to, or permitting the use or installation of any Third Party Website or any Third Party Content does not imply approval or endorsement thereof by us. If you decide to access the Third Party Websites or to use or install any Third Party Content, you do so at your own risk and you agree that Michi’s LLC (including the Website and the Michi’s LLC Services) shall have no responsibility with respect thereto. You should review the applicable terms and policies, including privacy and data gathering practices, of any website to which you navigate from the Website or through the use of the Michi’s LLC Services or as may otherwise relate to any applications that you use or install from the Website or through the Michi’s LLC Services. Any purchases you make through Third Party Websites will be through and from the applicable third party, and Michi’s LLC (including the Website and the Michi’s LLC Services) takes no responsibility whatsoever in relation to such purchases, which you agree are exclusively between you and the applicable third party.
Michi’s LLC reserves the right but does not have the obligation to:
- monitor the Website and the Michi’s LLC Services for violations of these Terms;
- take appropriate legal action against anyone who, in Michi’s LLC’s sole and absolute discretion, violates these Terms, including without limitation, reporting such person to law enforcement authorities;
- in Michi’s LLC’s sole and absolute discretion, refuse, restrict access to or availability of, or disable (to the extent technologically feasible) any user’s Contribution or any portion thereof that may violate these Terms or any applicable policy of Michi’s LLC, the Website, and/or the Michi’s LLC Services;
- in Michi’s LLC’s sole and absolute discretion, remove from the Website or the Michi’s LLC Services, or otherwise disable all files and content, that are excessive in size or are in anyway burdensome to the Website’s or the Michi’s LLC Services’ systems; and
- otherwise manage the Website in a manner designed to protect the rights and property of Michi’s LLC and others and to facilitate the proper functioning of the Website and the Michi’s LLC Services.
DATA AND TEXT MESSAGE RATES
You may be able to access the Michi’s LLC Services through your mobile device or cellphone. If a restaurant is unable to reach you to complete delivery, we may send you a text message. Please be aware that data and messaging rates may apply depending on your carrier and phone service. Please be sure to check your data and messaging plans to understand any relevant costs incurred by your use of the Michi’s LLC Services. We are not responsible for any fees charged by your data or cellphone carrier.
You hereby consent to receive text messages from or on behalf of Michi’s LLC as a part of the Michi’s LLC Services at the cell phone number(s) provided by you to Michi’s LLC. You also agree that such text messages may be generated using an automatic telephone dialing system. You should must us immediately if the cell phone number(s) you have provided to Michi’s LLC are changed or disconnected.
TERM AND TERMINATION
These Terms shall remain in full force and effect while you use the Website or the Michi’s LLC Services. You may terminate your use or participation at any time, for any reason, by either ceasing to use the Website and the Michi’s LLC Services.
WITHOUT LIMITING ANY OTHER PROVISION OF THESE TERMS, MICHI’S LLC RESERVES THE RIGHT TO, IN MICHI’S LLC’S SOLE DISCRETION AND WITHOUT NOTICE OR LIABILITY, DENY ACCESS TO AND USE OF THE WEBSITE AND THE MICHI’S LLC SERVICES, TO ANY PERSON FOR ANY REASON OR FOR NO REASON AT ALL, INCLUDING WITHOUT LIMITATION FOR BREACH OF ANY REPRESENTATION, WARRANTY OR COVENANT CONTAINED IN THESE TERMS, OR OF ANY APPLICABLE LAW OR REGULATION, AND MICHI’S LLC MAY TERMINATE YOUR USE OR PARTICIPATION IN THE WEBSITE AND THE MICHI’S LLC SERVICES, DELETE YOUR PROFILE AND ANY CONTENT OR INFORMATION THAT YOU HAVE POSTED AT ANY TIME, WITHOUT WARNING, IN MICHI’S LLC’S SOLE AND ABSOLUTE DISCRETION.
Any provisions of these Terms that, in order to fulfill the purposes of such provisions, need to survive the termination or expiration of these Terms, shall be deemed to survive for as long as necessary to fulfill such purposes.
Your use of the Michi’s LLC Service is subject to any and all additional terms, policies, rules, or guidelines applicable to the Michi’s LLC Service or certain features of the Michi’s LLC Service that we may post on or link to on the Michi’s LLC Service (the “Additional Terms”), such as end- user license agreements for any downloadable applications that we may offer, or rules applicable to particular features or content on the Michi’s LLC Service. All such Additional Terms are hereby incorporated by reference into, and made a part of, these Terms.
These Terms are governed by the laws of the State of Florida without regard to conflict of law principles. If a lawsuit or court proceeding is permitted under these Terms, you and Michi’s LLC agree to submit to the personal and exclusive jurisdiction of the state courts and federal courts located within Miami Dade County, Florida for the purpose of litigating any dispute. We operate the Michi’s LLC Service from our location in Doral, Florida, and we make no representation that the Michi’s LLC Services are appropriate or available for use in other locations.
If there is a dispute between users of the Website, or between users and any third party, you understand and agree that Michi’s LLC (including the Website and the Michi’s LLC Services) is under no obligation to become involved. In the event that you have any such dispute between users and any third party, you hereby release Michi’s LLC (including the Website and the Michi’s LLC Services), its directors, officers, employees, service providers, affiliates, agents and successors from all claims, demands, and damages (actual and consequential) of every kind or nature, known or unknown, suspected and unsuspected, disclosed and undisclosed, arising out of or in any way related to such disputes.
In the interest of resolving disputes between you and Michi’s LLC in the most expedient and cost effective manner, you and Michi’s LLC agree that every dispute arising in connection with these Terms will be resolved by binding arbitration. Arbitration is more informal than a lawsuit in court. Arbitration uses a neutral arbitrator instead of a judge or jury, may allow for more limited discovery than in court, and can be subject to very limited review by courts. Arbitrators can award the same damages and relief that a court can award. Our agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms, whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory, and regardless of whether a claim arises during or after the termination of these Terms. YOU UNDERSTAND AND AGREE THAT, BY ENTERING INTO THESE TERMS, YOU AND MICHI’S LLC ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY OR TO PARTICIPATE IN A CLASS ACTION.
Despite the provisions of the paragraph directly above, we both agree that nothing in these Terms will be deemed to waive, preclude, or otherwise limit the right of either of us to: (a) bring an individual action in small claims court; (b) pursue an enforcement action through the applicable federal, state, or local agency if that action is available; (c) seek injunctive relief in a court of law; or (d) to file suit in a court of law to address an intellectual property infringement claim.
Any arbitration between you and Michi’s LLC will be governed by the Commercial Dispute Resolution Procedures and the Supplementary Procedures for Consumer Related Disputes (collectively, “AAA Rules”) of the American Arbitration Association (“AAA”), as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org, by calling the AAA at 1-800-778-7879, or by contacting Michi’s LLC.
A party who intends to seek arbitration must first send a written notice of the dispute to the other, by certified mail or Federal Express (signature required), or if we do not have a physical address on file for you, by electronic mail (“Notice”). Michi’s LLC’s address for Notice is: Michi’s LLC, 10437 NW 41st St, Doral, FL 33178. The Notice must: (a) describe the nature and basis of the claim or dispute; and (b) set forth the specific relief sought (“Demand”). We agree to use good faith efforts to resolve the claim directly, but if we do not reach an agreement to do so within 30 days after the Notice is received, you or Michi’s LLC may commence an arbitration proceeding. During the arbitration, the amount of any settlement offer made by you or Michi’s LLC must not be disclosed to the arbitrator until after the arbitrator makes a final decision and award, if any. If our dispute is finally resolved through arbitration in your favor, Michi’s LLC will pay you the highest of the following: (i) the amount awarded by the arbitrator, if any; (ii) the last written settlement amount offered by Michi’s LLC in settlement of the dispute prior to the arbitrator’s award; or (iii) $1,000.
If you commence arbitration in accordance with these Terms, Michi’s LLC will reimburse you for your payment of the filing fee, unless your claim is for more than $10,000, in which case the payment of any fees will be decided by the AAA Rules. Any arbitration hearing will take place at a location to be agreed upon in Miami-Dade County, Florida, but if the claim is for $10,000 or less, you may choose whether the arbitration will be conducted: (a) solely on the basis of documents submitted to the arbitrator; (b) through a non-appearance based telephone hearing; or (c) by an in-person hearing as established by the AAA Rules in the county (or parish) of your billing address. If the arbitrator finds that either the substance of your claim or the relief sought in the Demand is frivolous or brought for an improper purpose (as measured by the standards set forth in Federal Rule of Civil Procedure 11(b)), then the payment of all fees will be governed by the AAA Rules. In that case, you agree to reimburse Michi’s LLC for all monies previously disbursed by it that are otherwise your obligation to pay under the AAA Rules. Regardless of the manner in which the arbitration is conducted, the arbitrator must issue a reasoned written decision sufficient to explain the essential findings and conclusions on which the decision and award, if any, are based. The arbitrator may make rulings and resolve disputes as to the payment and reimbursement of fees or expenses at any time during the proceeding and upon request from either party made within 14 days of the arbitrator’s ruling on the merits.
YOU AND MICHI’S LLC AGREE THAT EACH MAY BRING CLAIMS AGAINST THE OTHER ONLY IN YOUR OR ITS INDIVIDUAL CAPACITY AND NOT AS A PLAINTIFF OR CLASS MEMBER IN ANY PURPORTED CLASS OR REPRESENTATIVE PROCEEDING. Further, unless both you and Michi’s LLC agree otherwise, the arbitrator may not consolidate more than one person’s claims, and may not otherwise preside over any form of a representative or class proceeding.
If Michi’s LLC makes any future change to this arbitration provision (other than a change to Michi’s LLC’s address for Notice), you may reject the change by sending us written notice within 30 days of the change to Michi’s LLC’s address for Notice, in which case your account with Michi’s LLC will be immediately terminated and this arbitration provision, as in effect immediately prior to the amendments you reject will survive.
If the paragraph above regarding class or representative proceedings is found to be unenforceable or if the entirety of this Disputes Section is found to be unenforceable, then the entirety of this Disputes Section will be null and void and, in that case, the parties agree that the exclusive jurisdiction and venue described in Governing Law Section will govern any action arising out of or related to these Terms.
Michi’s LLC cannot control the nature of all of the content available on the Website or through the Michi’s LLC Services, or the products and services being sold by the Restaurants therein. By operating the Website and providing the Michi’s LLC Services, Michi’s LLC does not represent or imply that Michi’s LLC endorses any Restaurant, Contributions, or any other content or products available on or linked to by the Website or through the Michi’s LLC Services, or that Michi’s LLC believes any products, Contributions, or other content to be accurate, useful, or non-harmful. We do not control and are not responsible for unlawful or otherwise objectionable products or content you may encounter on the Website or through the Michi’s LLC Services or in connection with any Restaurants, Contributions, or other third parties.
YOU AGREE THAT YOUR USE OF THE WEBSITE AND MICHI’S LLC SERVICES WILL BE AT YOUR SOLE RISK. TO THE FULLEST EXTENT PERMITTED BY LAW, MICHI’S LLC, ITS DIRECTORS, OFFICERS, EMPLOYEES, SERVICE PROVIDERS, AFFILIATES, AND AGENTS DISCLAIM ALL WARRANTIES, EXPRESS OR IMPLIED, IN CONNECTION WITH THE WEBSITE AND MICHI’S LLC SERVICES AND YOUR USE THEREOF, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. MICHI’S LLC MAKES NO WARRANTIES OR REPRESENTATIONS ABOUT THE ACCURACY OR COMPLETENESS OF THE WEBSITE’S CONTENT OR THE CONTENT OF ANY WEBSITES LINKED TO THIS WEBSITE AND ASSUMES NO LIABILITY OR RESPONSIBILITY FOR ANY (A) ERRORS, MISTAKES, OR INACCURACIES OF CONTENT AND MATERIALS, (B) PERSONAL INJURY OR PROPERTY DAMAGE, OF ANY NATURE WHATSOEVER, RESULTING FROM YOUR ACCESS TO AND USE OF OUR WEBSITE AND MICHI’S LLC SERVICES, (C) ANY UNAUTHORIZED ACCESS TO OR USE OF OUR SECURE SERVERS AND/OR ANY AND ALL PERSONAL INFORMATION AND/OR FINANCIAL INFORMATION STORED THEREIN, (D) ANY INTERRUPTION OR CESSATION OF TRANSMISSION TO OR FROM THE WEBSITE, (E) ANY BUGS, VIRUSES, TROJAN HORSES, OR THE LIKE WHICH MAY BE TRANSMITTED TO OR THROUGH THE WEBSITE BY ANY THIRD PARTY, AND/OR (F) ANY ERRORS OR OMISSIONS IN ANY CONTENT AND MATERIALS OR FOR ANY LOSS OR DAMAGE OF ANY KIND INCURRED AS A RESULT OF THE USE OF ANY OF THE PRODUCTS, SERVICES, OR CONTENT POSTED, TRANSMITTED, OR OTHERWISE MADE AVAILABLE VIA THE WEBSITE OR THROUGH THE MICHI’S LLC SERVICES. MICHI’S LLC DOES NOT WARRANT, ENDORSE, GUARANTEE, OR ASSUME RESPONSIBILITY FOR ANY PRODUCT OR SERVICE ADVERTISED OR OFFERED THROUGH THE WEBSITE OR ANY HYPERLINKED WEBSITE OR FEATURED IN ANY BANNER OR OTHER ADVERTISING, AND MICHI’S LLC WILL NOT BE A PARTY TO OR IN ANY WAY BE RESPONSIBLE FOR MONITORING ANY TRANSACTION BETWEEN YOU AND PROVIDERS OF PRODUCTS OR SERVICES. AS WITH THE PURCHASE OF A PRODUCT OR SERVICE THROUGH ANY MEDIUM OR IN ANY ENVIRONMENT, YOU SHOULD USE YOUR BEST JUDGMENT AND EXERCISE CAUTION WHERE APPROPRIATE.
LIMITATIONS OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MICHI’S LLC OR ITS DIRECTORS, OFFICERS, EMPLOYEES, SERVICE PROVIDERS, AFFILIATES, OR AGENTS BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, INCLUDING LOST PROFIT DAMAGES ARISING FROM YOUR USE OF THE WEBSITE OR MICHI’S LLC SERVICES, EVEN IF MICHI’S LLC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, MICHI’S LLC’S LIABILITY TO YOU FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION, WILL AT ALL TIMES BE LIMITED TO THE AMOUNT PAID, IF ANY, BY YOU TO MICHI’S LLC FOR ORDER PLACED BY YOU THROUGH THE MICHI’S LLC SERVICES DURING THE PERIOD OF 1 MONTH PRIOR TO ANY CAUSE OF ACTION INITIALLY ARISING.
CERTAIN STATE LAWS DO NOT ALLOW LIMITATIONS ON IMPLIED WARRANTIES OR THE EXCLUSION OR LIMITATION OF CERTAIN DAMAGES. IF THESE LAWS APPLY TO YOU, SOME OR ALL OF THE ABOVE DISCLAIMERS OR LIMITATIONS MAY NOT APPLY TO YOU, AND YOU MAY HAVE ADDITIONAL RIGHTS.
IF YOU ARE A CALIFORNIA RESIDENT, YOU WAIVE CALIFORNIA CIVIL CODE SECTION 1542, WHICH SAYS: “A GENERAL RELEASE DOES NOT EXTEND TO CLAIMS WHICH THE CREDITOR DOES NOT KNOW OR SUSPECT TO EXIST IN HIS FAVOR AT THE TIME OF EXECUTING THE RELEASE, WHICH, IF KNOWN BY HIM MUST HAVE MATERIALLYAFFECTED HIS SETTLEMENT WITH THE DEBTOR.”
You agree to defend, indemnify and hold Michi’s LLC, its subsidiaries, and affiliates, and their respective directors, officers, employees, service providers, and agents (collectively, the “Michi’s LLC Indemnitees”) harmless from and against, any loss, damage, liability, claim, or demand, including reasonable attorneys’ fees and expenses, made by any party due to or arising out of your Contributions, your use of the Website, or your use of Michi’s LLC Services, including, without limitation use in violation of these Terms and/or arising from a breach of these Terms and/or any breach of your representations, warranties, or covenants set forth in these Terms. Notwithstanding the foregoing, Michi’s LLC reserves the right, at your expense, to assume the exclusive defense and control of any matter for which you are required to indemnify an Michi’s LLC Indemnitee, and you agree to cooperate, at your expense, with Michi’s LLC’s defense of such claims. Michi’s LLC will use reasonable efforts to notify you of any such claim, action, or proceeding which is subject to this indemnification upon becoming aware of it.
You may be offered coupons, currently called “Cash Coupons,” if you order from participating restaurants through the Michi’s LLC Services. Participating restaurants can be identified during the checkout process. In order to receive coupons, you must have a valid Michi’s LLC account. These coupons can only be applied to an order from any restaurant using your account on the Michi’s LLC Services. Unless required by law, such coupons are non-transferrable and are not redeemable for cash or any other consideration. ANY COUPONS WILL EXPIRE THIRTY (30) DAYS AFTER THE ISSUE DATE. If your Michi’s LLC account is terminated prior to the expiration date, any unexpired coupons remaining in your Michi’s LLC account will be terminated and cannot be redeemed unless as required by law. Cash Coupon earned through the referral program are only valid for friends who receive the code directly from you. You are responsible for the unauthorized use of your coupons.
If at any time, Michi’s LLC offers gift cards, the following terms shall apply: (1) gift cards cannot be combined with cash, (2) gift cards are redeemable only with online payments; (3) gift cards are not redeemable for cash, (4) lost, stolen or damaged gift cards may be replaced only with valid proof of purchase and to the extent of the remaining gift card balance appears in Michi’s LLC’s records, (5) gift cards are not a credit or debit card, (6) there are no expiration dates and no fees for purchased gift cards, and (7) expiration dates or other terms may apply to promotional or service credit gift cards not purchased directly by a consumer.
From time to time, Michi’s LLC may conduct sweepstakes or contests. Each sweepstakes has its own terms and conditions, set forth in the official rules for that sweepstakes.
U.S. EXPORT CONTROLS
Software from this Website is further subject to United States export controls. No software may be downloaded from the Website or otherwise exported or re-exported (i) into (or to a national or resident of) Cuba, Iraq, Libya, North Korea, Iran, Syria, or any other Country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using software, you represent and warrant that you are not located in, under the control of, or a national or resident of any such country or on any such list.
These Terms constitutes the entire agreement between you and Michi’s LLC regarding the Website and the Michi’s LLC Services. The failure of Michi’s LLC to exercise or enforce any right or provision of these Terms shall not operate as a waiver of such right or provision. The section titles in these Terms are for convenience only and have no legal or contractual effect. These Terms operates to the fullest extent permissible by law. These Terms and your account may not be assigned by you without our express written consent. Michi’s LLC may assign any or all of its rights and obligations to others at any time. Michi’s LLC shall not be responsible or liable for any loss, damage, delay or failure to act caused by any cause beyond Michi’s LLC’s reasonable control. If any provision or part of a provision of these Terms is unlawful, void or unenforceable, that provision or part of the provision is deemed severable from these Terms and does not affect the validity and enforceability of any remaining provisions.
In order to resolve a complaint regarding the Website or the Michi’s LLC Services, or to receive further information regarding the Michi’s LLC Services, please contact Michi’s LLC as set forth below
10437 NW 41st St.
Doral, FL 33178
DIGITAL MILLENNIUM COPYRIGHT ACT (DMCA) INFRINGEMENT NOTICE AND POLICY
If you believe that content available on or through the Website infringes one or more of your copyrights, please immediately notify our Copyright Agent by mail, email or faxed notice (“Notification”) providing the information described below, which Notification is pursuant to DMCA 17 U.S.C. § 512(c)(3). A copy of your Notification will be sent to the person who posted or stored the material addressed in the Notification. Please be advised that pursuant to federal law you may be held liable for damages if you make material misrepresentations in a Notification. Thus, if you are not sure that content located on or linked to by the Website infringes your copyright, you should consider first contacting an attorney. Company has a policy of terminating repeat infringers in appropriate circumstances.
All Notifications should include the following:
- 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 website are covered by a single notification, a representative list of such works at that website.
- 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 Company to locate the material.
- Information reasonably sufficient to permit the Company to contact the complaining party, such as an address, telephone number, and, if available, an electronic mail address at which the complaining party may be contacted.
- A statement that the complaining party has 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.
- A statement that the information in the notification is accurate, and under penalty of perjury, that the complaining party is authorized to act on behalf of the owner of an exclusive right that is allegedly infringed.
Notifications should be sent to our Copyright Agent as follows:
We also will advise the alleged infringer of the DMCA Statutory Counter Notification procedure described below by which the alleged infringer may respond to your claim and request that we restore this material.