Effective date: 17 June, 2025
These Terms of Service (these "Terms") constitute a legally binding agreement by and between Mixy LLC ("Company", "Mixy", "us", "our", and "we") and you. These Terms will govern your access and use of our mobile application and related services provided by Mixy (collectively, the "Services"). All references to "you" or "your" means the person who accesses, and/or uses the Services in any manner.
PLEASE READ THESE TERMS CAREFULLY, AS THEY AFFECT YOUR LEGAL RIGHTS AND OBLIGATIONS. THIS AGREEMENT INCLUDES MANDATORY ARBITRATION, CLASS ACTION WAIVER, AND JURY WAIVER PROVISIONS. BY USING THE SERVICES YOU AGREE TO THESE PROVISIONS, WHICH APPEAR IN SECTION 12 OF THESE TERMS.
By using the Services you: (1) agree to be bound by these Terms; (2) acknowledge our Privacy Policy, which is located at [link]; and (3) agree to be bound by other policies and legal notices that may be posted on the Services from time to time If you do not agree to the Terms, please do not use the Services.
We may, from time to time, modify these Terms. Except as otherwise specified in Section 12, which provides for binding arbitration and waives class action rights, we reserve the right, at our discretion, to change, modify, add, or remove portions of these Terms at any time by posting the amended Terms on or within the Services or providing other notice in our discretion or as required by law. Except as otherwise specified in Section 12, the updated Terms will take effect upon their posting and will apply on a going-forward basis, unless otherwise provided in a notice to you. Your continued use of the Services after any such update constitutes your acceptance of such changes.
For purposes of this User Agreement, the term "Content" includes, without limitation, any information, data, text, photographs and other images, videos, audio clips, written posts, articles, comments, software, scripts, graphics, and interactive features generated, provided, or otherwise made accessible on or through the Services. For the purposes of this Agreement, "Content" also includes all User Content (as defined below).
3.1 Intellectual Property Rights in Content. The Services may contain Content specifically provided by us, our partners, or our users, and such Content is protected by copyrights, trademarks, service marks, patents, trade secrets, or other proprietary rights and laws. You shall abide by all copyright or other legal notices, information, and restrictions contained in any Content accessed through the Services ("Protected Content"). Nothing contained on the Services shall be construed as granting by implication or otherwise, any license or right to use any Protected Content displayed on the Services without the written permission of Mixy or such third party that may own the Protected Content, except as provided in these Terms.
Any unauthorized commercial use of the Content will violate the intellectual property rights of Mixy and/or third parties associated with Mixy and will be subject to Mixy's and/or those third party's full legal rights and remedies
3.2 User Content. All Content added, created, uploaded, submitted, distributed, or posted to or through the Services by you and other users (collectively "User Content"), whether publicly posted or privately transmitted, is the sole responsibility of the person who originated such User Content. Any and all User Content is uploaded, owned and controlled solely by you or the relevant user, and not by Mixy, unless otherwise expressly agreed.
You agree to not upload, store, distribute, send, transmit, display, perform, make available, continue to make available or otherwise communicate to the public any Content to which you do not hold the necessary rights. In particular, you represent and warrant that you are authorized to use any copyright protected works within your User Content for all of the purposes set forth in Section 4.3 below. Any unauthorized use of Copyrighted works, may constitute an infringement of third party rights and is strictly prohibited. Any such infringements may result in termination of your access to the Services and may also result in civil litigation or criminal prosecution by or on behalf of the relevant rightsholder.
We may, from time to time, invite or provide you with means to provide feedback regarding the Services. Any feedback you provide will be deemed non-confidential; Mixy shall have the right, but not the obligation, to use such feedback on an unrestricted basis.
3.3 Availability of Content. We do not guarantee that any Content will be made available on the Site or through the Services. We reserve the right to, but do not have any obligation to, (i) monitor, remove, edit, modify or otherwise manipulate any Content in our sole discretion, at any time, without notice to you and for any reason (including, but not limited to, upon receipt of claims or allegations from third parties or authorities relating to such Content or if we are concerned that you may have violated these Terms or for no reason at all and (ii) to remove or block any Content from the Services.
4.1 Intellectual Property Representations and Warranties: By uploading your User Content to the Services, you represent and warrant that you either: (a) own all necessary rights in and to such User Content; or (b) have obtained all necessary rights, licenses, consents, and permissions to use and authorize the Services to use such content in accordance with these Terms, including the right to sublicense the User Content consistent with these Terms. We reserve the right to remove content that, in our sole discretion, violates these Terms or applicable law.
4.2 Mixy License: By uploading your User Content to the Services, or by creating new User Content through the Services, you also agree to grant a limited, worldwide, non-exclusive, royalty-free, fully paid, perpetual license to Mixy to use, reproduce, distribute, publicly perform, publicly display, transmit, adapt, modify, create derivative works from, and otherwise exploit your User Content ("Mixy License") on the Mixy Service. You also agree that Mixy may use User Content under the Mixy License in connection with operating, promoting, marketing, and/or improving the Services.
4.3 User Licenses: By uploading your User Content to the Services, you also agree to grant a limited, worldwide, non-exclusive, non-transferrable, non-sublicensable, royalty-free, fully paid, revocable license to other users on the Service to reproduce, distribute, publicly perform, publicly display, transmit, adapt, modify, and create derivative works from your User Content as used and modified by the Services ("User License") for any non-commercial, personal purpose. For the avoidance of any doubt, you agree that your User Content may be used in mashups or derivative works by other users of the Service, and that those mashups or derivative works may be used by those users consistent with these Terms, provided they comply with these Terms. Mixy expressly disclaims any ownership of any mashups or derivative works, consistent with these Terms.
The User License continues until you expressly revoke a user's User License. Mixy has no obligation to mediate, assist, or otherwise interfere with any disputes arising between you and another User for use of User Content through or after the termination of a User License.
As a condition of use, you agree not to use the Services for any purpose that is prohibited by this User Agreement. You are responsible for all your activity in connection with the Services. You shall not (and shall not permit any third party to) either (a) take any action or (b) upload, download, post, submit or otherwise distribute or facilitate distribution of any Content on or through the Service, including without limitation any User Content, that:
You shall not: (i) take any action that imposes or may impose (as determined by us in our sole discretion) an unreasonable or disproportionately large load on our (or our third party providers') infrastructure; (ii) interfere or attempt to interfere with the proper working of the Services or any activities conducted on the Services; (iii) bypass, circumvent or attempt to bypass or circumvent any measures we may use to prevent or restrict access to the Services (or other accounts, computer systems or networks connected to the Services); (iv) run any form of auto-responder or "spam" on the Services; (v) use manual or automated software, devices, or other processes to "crawl" or "spider" any page of the Site; (vi) harvest or scrape any Content from the Services; or (vii) otherwise take any action in violation of our guidelines and policies.
You shall not (directly or indirectly): (i) decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Services (including without limitation any application), except to the limited extent applicable laws specifically prohibit such restriction; (ii) modify, translate, or otherwise create derivative works of any part of the Services; or (iii) copy, rent, lease, distribute, or otherwise transfer any of the rights that you receive hereunder. You must abide by all applicable local, state, national and international laws and regulations.
We also reserve the right to access, read, preserve, and disclose any information as we reasonably believe is necessary to: (i) satisfy any applicable law, regulation, legal process or governmental request; (ii) enforce this User Agreement, including investigation of potential violations hereof; (iii) detect, prevent, or otherwise address fraud, security or technical issues; (iv) respond to user support requests; or (v) protect the rights, property or safety of us, our users and the public.
In order to use certain parts of the Services, you may be required to register for an account ("Account") on behalf of yourself and/or on behalf of any entity or individual for which you are registering. You are responsible for ensuring that all required registration information you submit is truthful and accurate, and that your contact information is current. You are solely responsible for maintaining the confidentiality and security of your Account login information. You agree not to share your login credentials or access to your Account with anybody or to create more than one account. We are not liable for any losses incurred by you or any party as a result of unauthorized use of your Account. You agree to notify us immediately of any unauthorized use of your Account.
We reserve the right to close, suspend or limit access to your Account and/or the Services in the event that, in our sole discretion: (i) we are unable to obtain or verify your or eligibility; (ii) the security of your Account has been compromised; or (iii) your Account has been, or is reasonably suspected to have been, used in a nefarious manner.
Billing. We may charge a subscription fee for access to the Services, or certain features of the Services, and such fees will be made clear during the order process. All fees will be payable in accordance with our policies in effect at the time the fee becomes payable. You authorize us to charge any form of payment you provide, including through third party payment providers such as Apple, in connection with your subscription. Your subscription will continue for the period of time of the subscription plan that you selected and will automatically renew until terminated. You must cancel your subscription before it renews in order to avoid billing of the subscription fees for the next billing cycle. Your billing will include your subscription fees and any applicable taxes and transaction fees. We may receive updated credit card information (new credit card number or updated expiration date) from your credit card issuer. We may use these new details in order to help prevent any interruption to your subscription. If you would like to use a different payment method or if there is a change in payment method, please visit the settings area of your account to update your billing information. If any subscription fee is not paid in a timely manner, or your transaction cannot be processed, we reserve the right to suspend, disable, cancel or terminate your access to the Services or cancel your subscription. You will be responsible for paying all past due amounts.
Free Trial. Your subscription may start with a free trial period. Any free trial period is at the sole discretion of Mixy and we may limit eligibility or duration to prevent misuse. We reserve the right to terminate any free trial period at any time. We may charge you a subscription fee upon expiration of your free trial period. To view the subscription price, please access your account information when you log in to your account.
Cancellation. When you cancel a subscription, you cancel only future charges associated with your subscription. You may initiate your cancellation at any time, but the cancellation will become effective at the end of your current subscription period. In order to avoid future charges, you must cancel your subscription at least 24 hours prior to the end of your current subscription period. You may cancel your subscription via the settings menu within your online account. If you cancel, your right to use the subscription services will continue until the end of your then-current subscription period (unless we provide you with a refund or otherwise allow you to use the unused portion towards another service or subscription) and will then terminate without further charges).
No Refunds. EXCEPT AS OTHERWISE STATED HEREIN OR REQUIRED BY APPLICABLE LAW, YOUR PAYMENT IS NONREFUNDABLE. If you cancel your subscription, you will not receive any refund and you will continue to have access to the subscription services through the end of the subscription period. We reserve the right to issue refunds, credits, or discounts at our sole discretion. If we issue a refund, credit, or discount, we are under no obligation to issue the same or similar refund in the future and we may terminate your subscription and access to the Services.
Suspension and Termination. We may terminate these Terms at any time. We may also suspend or terminate your subscription or the Services at our sole discretion for any reason or no reason and without any notice. We may do so, for example, for any conduct that Mixy in its sole discretion, believes violates any applicable law, violates these Terms or is otherwise harmful to the interests of Mixy or its licensors. If we terminate your subscription, we may give you a prorated refund based on the amount of time remaining that you cannot use; provided, however, that we will not be obligated to grant you a refund if we terminate your Account or your subscription because we determine, in our sole discretion, that your actions or your use of the Services violate these Terms, any applicable law, or has harmed another user.
Changes to Subscription or Services. We may change the subscription terms or subscription fees at any time on a going forward basis in our discretion. If the pricing for your subscription increases, we will notify you, and provide you an opportunity to change your subscription before applying those changes to your account or charging you in connection with an automatic renewal. We may choose in our sole discretion to add, modify, or remove benefits and features from a subscription. Your continued use of the Service after the changes become effective will constitute your acceptance of the changes. If you do not wish to continue subscribing with the new fees or features, you may cancel your subscription. If you accept the new subscription, its terms and conditions will apply for that renewal and all renewals going forward.
The Services may have hyperlinks to third party sites and may display content and other information from third party sites. Mixy does not verify, endorse, or take responsibility for the accuracy, currency, completeness or quality of such third-party content. Mixy will under no circumstances be liable for any direct, indirect, incidental or special loss or other damage, whether arising from negligence, breach of contract, defamation, infringement of copyright or other intellectual property rights, caused by the exhibition, distribution or exploitation of any information or content contained within these third-party hyperlinked sites.
It is Mixy's policy to respond to notices of alleged copyright infringement that comply with the Digital Millennium Copyright Act ("DMCA"). Mixy reserves the right to terminate without notice any user's access to any of the Services if that user is determined by Mixy, in its sole discretion, to be a "repeat infringer." If you believe that anything on the Services infringes upon any copyright which you own or control you may file a notification of such infringement, please submit a complaint and request for takedown of specific material to legal@usemixy.com. Be sure to provide us with the following information:
UNDER FEDERAL LAW, IF YOU KNOWINGLY MISREPRESENT THAT ONLINE MATERIAL IS INFRINGING, YOU MAY BE SUBJECT TO CRIMINAL PROSECUTION FOR PERJURY AND CIVIL PENALTIES, INCLUDING MONETARY DAMAGES, COURT COSTS, AND ATTORNEYS' FEES.
THE SERVICES AND ALL MATERIALS AND CONTENT CONTAINED ON IT ARE DISTRIBUTED AND TRANSMITTED ON AN "AS IS" AND "AS AVAILABLE" BASIS, WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.
MIXY DOES NOT GUARANTEE, REPRESENT OR WARRANT THAT (A) THE SERVICES OR MATERIALS ANY PORTION OF THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (B) YOUR USE OF THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE OR ERROR-FREE; (C) THE SERVICES AND MATERIALS WILL BE ACCURATE OR RELIABLE, (D) THE SERVICES WILL BE OF SUFFICIENT QUALITY, OR (D) THE SERVICES AND MATERIALS WILL BE CORRECTED OF ANY ERRORS. YOU EXPRESSLY AGREE THAT YOUR USE OF THE SERVICES, INCLUDING ANY OF THE MATERIALS, IS AT YOUR SOLE RISK.
If you are a California resident, you hereby waive California Civil Code §1542, which says: "A general release does not extend to claims that the creditor or releasing party does not know or suspect to exist in his or her favor at the time of executing the release and that, if known by him or her, would have materially affected his or her settlement with the debtor or released party. " This release includes the criminal acts of others. If you are not a California resident, you waive your rights under any statute or common law principle similar to Section 1542 that governs your rights in the jurisdiction of your residence.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, IN NO EVENT SHALL MIXY (OR OUR LICENSORS) BE LIABLE TO YOU OR ANY THIRD PARTY FOR ANY LOST PROFITS, LOST DATA, COSTS OF PROCUREMENT OF SUBSTITUTE PRODUCTS, OR ANY INDIRECT, CONSEQUENTIAL, EXEMPLARY, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES ARISING FROM OR RELATING TO THESE TERMS OR YOUR USE OF, OR INABILITY TO USE, THE SERVICES, EVEN IF MIXY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE SERVICES WOULD NOT BE PROVIDED WITHOUT SUCH LIMITATIONS.
TO THE MAXIMUM EXTENT PERMITTED BY LAW, NOTWITHSTANDING ANYTHING TO THE CONTRARY CONTAINED HEREIN, OUR LIABILITY TO YOU FOR ANY DAMAGES ARISING FROM OR RELATED TO THESE TERMS (FOR ANY CAUSE WHATSOEVER AND REGARDLESS OF THE FORM OF THE ACTION), WILL AT ALL TIMES BE LIMITED TO THE GREATER OF: (1) FEES PAID OR PAYABLE IN THE LAST TWELVE (12) MONTHS OR (2) 100 US DOLLARS (USD $100). THE EXISTENCE OF MORE THAN ONE CLAIM WILL NOT ENLARGE THIS LIMIT. YOU AGREE THAT OUR SUPPLIERS WILL HAVE NO LIABILITY OF ANY KIND ARISING FROM OR RELATING TO THESE TERMS.
SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF CERTAIN WARRANTIES OR THE LIMITATION OR EXCLUSION OF LIABILITY FOR CERTAIN TYPES OF DAMAGES. ACCORDINGLY, SOME OF THE ABOVE DISCLAIMERS AND LIMITATIONS MAY NOT APPLY TO YOU. IN SUCH JURISDICTIONS, THE EXCLUSIONS APPLY, AND LIABILITY IS LIMITED, ONLY TO THE EXTENT PERMITTED BY LAW.
IF YOU ARE DISSATISFIED WITH ANY PORTION OF THE SERVICES OR WITH THESE TERMS, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USE OF THE SERVICES
You agree to indemnify, defend and hold harmless, Mixy, its affiliates, and their respective officers, directors, employees, agents, licensors, representatives, and third-party providers from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from third-party claims relating to (i) your use of the Services, (ii) your breach of these Terms, (iii) your infringement or violation of any rights of another, or (iv) termination of your access to the Services. Mixy reserves the right to assume, at its sole expense, the exclusive defense and control of any matter subject to indemnification by you, in which event you will fully cooperate with Mixy in asserting any available defenses. You agree not to settle any matter without the prior written consent of Mixy.
You agree that the provisions in this paragraph will survive any termination of your account, of the Services, or these Terms.
These Terms shall be governed by the laws of the United States and the State of Delaware without giving effect to any conflict of laws principles that may provide the application of the law of another jurisdiction.
You agree that any claim or dispute relating to the Services or these Terms that is not resolved under the arbitration requirements of these Terms must be resolved exclusively by a court of competent jurisdiction, federal or state, located in Wilmington, Delaware and no other court. You agree to submit to the personal jurisdiction of such courts and to accept service of process from them.
In no event can any claim or action by you related to the Services be instituted more than one year after the cause of action arose.
Settling Disputes Between You and Mixy
PLEASE READ THIS SECTION CAREFULLY. IT MAY SIGNIFICANTLY AFFECT YOUR LEGAL RIGHTS—INCLUDING YOUR RIGHT TO FILE A LAWSUIT IN COURT (BY REQUIRING YOUR DISPUTE TO BE SUBMITTED TO ARBITRATION) AND LIMITING YOUR RIGHTS TO RESOLVE YOUR DISPUTE AS PART OF A CLASS OR REPRESENTATIVE ACTION.
Informal Dispute Resolution. Most disputes between you and Mixy arising from or relating to the Services or these Terms ("Disputes") can be resolved informally, so if you have an issue with the services, you agree to reach out to us before initiating a lawsuit or arbitration, except as set forth in in the Exceptions paragraph below ("Informal Dispute Resolution"). This requires emailing legal@usemixy.com a written notice ("Written Notice"), which must include: (1) your name; (2) the email address(es) associated with your relationship with Mixy or your Mixy username; (3) a detailed description of the issue; and (4) how you'd like to resolve it. You must engage in this informal resolution process before starting any formal dispute resolution unless exempted by law. Applicable statutes of limitations and due dates for arbitration filing fees or other deadlines will be tolled upon receipt of the Written Notice to legal@Mixy.com, while the parties attempt informal resolution.
The Written Notice must be provided on an individualized basis and you and Mixy agree to personally meet and confer, via telephone or videoconference, to attempt to resolve the Dispute. If either party is represented by counsel, that party's counsel may participate in the conference, but the party shall also personally attend the conference, unless one party states in writing that the other party is not required to personally attend.
If the dispute is not resolved within sixty (60) days after receipt of the Written Notice, you and Mixy agree to resolve any remaining dispute through further informal discussions or one of the formal dispute resolution provisions below. Agreement to Arbitrate. If Informal Dispute Resolution fails, then either party may initiate binding arbitration as the sole means to resolve Disputes, subject to the provisions following this header through and including the paragraph titled "Changes to this Arbitration Agreement" (collectively, the "Arbitration Agreement").
The parties agree that this Arbitration Agreement is made pursuant to a transition in commerce and is governed by the Federal Arbitration Act ("FAA"). The arbitration will be administered by National Arbitration and Mediation ("NAM"). If NAM is not available to arbitrate, the parties will mutually agree on an alternative arbitration provider.
In accordance with the notice and opt-out provisions set forth herein, this Arbitration Agreement is intended to be interpreted broadly and it applies to all Disputes between you and Mixy, including but not limited to (1) claims that arose, were asserted, or involve facts occurring before the existence of this Arbitration Agreement, or any prior agreement; and (2) claims that may arise after the termination of this Arbitration Agreement.
Except as set forth in the paragraph below titled "Exceptions to Informal Dispute Resolution and Arbitration Agreement," the arbitrator, and not any federal, state, or local court or agency, shall have exclusive authority to resolve all Disputes. You and Mixy further agree that arbitrable Disputes include but are not limited to issues arising out of or relating to the interpretation, applicability, enforceability, formation, or performance of this Arbitration Agreement, including, but not limited to, any claim that all or any part of these terms are void or voidable, whether a claim is subject to arbitration, and any dispute regarding the payment, non-payment, or timing of any administrative or arbitrator fees.
WAIVER OF RIGHTS INCLUDING JURY TRIAL.
THE PARTIES UNDERSTAND THAT ARBITRATION MEANS THAT AN ARBITRATOR AND NOT A JUDGE OR JURY WILL DECIDE ANY DISPUTE, AND THAT RIGHTS TO DISCOVERY AND APPEALS MAY BE LIMITED IN ARBITRATION. THE PARTIES FURTHER UNDERSTAND THAT THE COSTS OF ARBITRATION COULD EXCEED THE COST OF LITIGATION IN SOME INSTANCES.
YOU HEREBY ACKNOWLEDGE AND AGREE THAT BY AGREEING TO THESE TERMS AND ARBITRATION AGREEMENT, YOU AND MIXY ARE EACH WAIVING THE RIGHT TO A TRIAL BY JURY TO THE MAXIMUM EXTENT PERMITTED BY LAW.
CLASS ARBITRATION AND COLLECTIVE RELIEF WAIVER.
YOU AND MIXY ACKNOWLEDGE AND AGREE THAT, TO THE MAXIMUM EXTENT ALLOWED BY LAW, AND EXCEPT AS PROVIDED HEREIN BELOW, ANY ARBITRATION SHALL BE CONDUCTED IN AN INDIVIDUAL CAPACITY ONLY AND NOT AS A CLASS OR OTHER REPRESENTATIVE ACTION (INCLUDING, WITHOUT LIMITATION, ANY PRIVATE ATTORNEY GENERAL ACTION), AND THE ARBITRATOR MAY AWARD RELIEF ONLY IN FAVOR OF THE INDIVIDUAL PARTY SEEKING RELIEF AND ONLY TO THE EXTENT NECESSARY TO RESOLVE AN INDIVIDUAL PARTY'S CLAIM; NOTWITHSTANDING THIS ACKNOWLEDGEMENT, YOU AGREE THAT ANY ARBITRATION INVOLVING YOU MAY PROCEED ON A CONSOLIDATED BASIS IF AND ONLY IF MIXY PROVIDES ITS CONSENT TO CONSOLIDATE IT IN WRITING.
With the exception of the paragraph titled "Class Arbitration and Collective Relief Waiver" and the paragraph titled "Mass Filings," if any part of this Arbitration Agreement is deemed to be invalid, unenforceable, or illegal, then the balance of this Arbitration Agreement shall remain in effect and shall be construed in accordance with its terms as if the invalid, unenforceable, or illegal provision(s) were not contained herein. If, however, the paragraph titled "Class Arbitration and Collective Relief Waiver" and the paragraph titled "Mass Filings," are found to be invalid, unenforceable, or illegal, then the entirety of this Arbitration Agreement shall be null and void, and neither you nor Mixy shall be entitled to arbitrate the dispute in question.
This provision does not prevent you or Mixy from participating in a class-wide settlement of claims.
Arbitration Rules. Except as modified by this Arbitration Agreement, NAM will administer any arbitration in accordance with the NAM "Comprehensive Dispute Resolution Rules and Procedures," "Fees For Disputes When One of the Parties is a Consumer," and the "Mass Filing Supplemental Dispute Resolution Rules and Procedures" in effect at the time any demand for arbitration is filed with NAM, excluding any rules or procedures permitting class or representative actions ("NAM Rules"). The applicable NAM rules and procedures are available at www.namadr.com or by emailing National Arbitration and Mediation's Commercial Department at commercial@namadr.com.
Except where prohibited by applicable law, the arbitrator shall apply the law of the state of New York without giving effect to any law that would result in the applicable of the law of any other jurisdiction. You and Mixy agree that dispositive motions will be allowed in the arbitration.
If the amount in controversy is less than $10,000, then the arbitration will be conducted solely on the basis of written materials that you and Mixy submit to the arbitrator, unless (i) the arbitrator determines that a hearing is necessary; (ii) applicable law requires otherwise; or (iii) the parties agree otherwise. If the amount in controversy exceeds $10,000, either party may request (or the arbitrator may determine) to hold a hearing.
Arbitration Demand. Any arbitration demand or counterclaim asserted by either party must contain sufficient information to provide fair notice to the other party of the asserting party's identity, the claims being asserted, and the factual allegations on which they are based, and must include proof that the claimant is party to this Arbitration Agreement and to the User Agreement. The arbitrator and/or NAM may require amendment of any demand or counterclaim that does not satisfy these requirements.
Arbitration Fees. Each party is responsible for its own attorneys' fees unless the arbitration rules and/or applicable law provide otherwise.
The parties agree that NAM has discretion to reduce the amount or modify the timing of any administrative or arbitration fees due under NAM Rules where it deems appropriate, provided that such modification does not increase the costs to you, and you further agree that you waive any objection to such fee modification. The parties also agree that a good-faith challenge by either party to the fees imposed by NAM does not constitute a default, waiver, or breach of this Arbitration Agreement while such challenge remains pending before NAM, the arbitrator, and/or a court of competent jurisdiction, and that any and all due dates for those fees shall be tolled during the pendency of such challenge.
Arbitration Location. The arbitration proceedings will presumptively be held via video- or telephone-conference unless (A) the arbitrator determines there is good cause to hold an in-person hearing or (B) the parties agree otherwise. Except as otherwise provided in the paragraph titled "Mass Filings" or unless you and Mixy agree otherwise, in the event there is an in-person proceeding: if you live in the United States, any in-person proceedings will take place in the county of your primary residence or, if no arbitrator is available in that county, then at the closest arbitration location available in the state or if you live outside the United States, to the extent permissible in your country, any in-person proceedings will take place in New York, New York.
Mass Filings. To increase the efficiency of administration and resolution of arbitrations, in the event 100 or more similar arbitration demands (those asserting the same or substantially similar facts or claims, and seeking the same or substantially similar relief) presented by or with the assistance or coordination of the same law firm(s) or organization(s) are submitted to NAM (or another arbitration provider selected in accordance with the provisions set forth herein if NAM is unavailable) against Mixy within reasonably close temporal proximity ("Mass Filing"), the parties agree, subject to the provisions of this "Mass Filings" paragraph: (A) to administer the Mass Filing in batches of 100 demands per batch (to the extent there are fewer than 100 arbitration demands left over after the batching described above, a final batch will consist of the remaining demands) with only one batch filed, processed, and adjudicated at a time; (B) to designate one arbitrator for all demands in each batch; (C) to accept applicable fees, including, without limitation, any related fee reduction determined by NAM (or another arbitration provider selected in accordance with the provisions set forth herein if NAM is unavailable if NAM is unavailable) in its discretion; (D) that fees associated with a demand for arbitration included in a Mass Filing, including, without limitation, fees owed by Mixy and the claimants, shall only be due after your demand for arbitration is included in a set of batch proceedings and that batch is properly designated for filing, processing, and adjudication; and (E) that the staged process of batched proceedings, with each set including 100 demands proceeding through filing, processing and adjudication, shall continue until each demand (including your demand) is adjudicated or otherwise resolved. If your demand for arbitration is included in the Mass Filing, any statute of limitation applicable to your claims will remain tolled until your demand for arbitration is decided, withdrawn, or settled.
Arbitrator selection for each batch shall be conducted to the greatest extent possible in accordance with the applicable NAM rules and procedures for such selection, and shall be subject to any rights to strike an arbitrator provided under applicable state law if the rights granted by law exceed those provided for in the NAM rules. In accordance with applicable law and to the extent an in-person proceeding is deemed necessary by the arbitrator or mutual party agreement, the arbitrator will determine the location where the proceedings will be conducted.
You agree to cooperate in good faith with Mixy and the arbitration provider to implement such a "batch approach" or other similar approach to provide for an efficient resolution of claims, including, without limitation, the payment of combined reduced fees, set by NAM in its discretion, for each batch of claims. The parties further agree to cooperate with each other and the arbitration provider or arbitrator to establish any other processes or procedures that the arbitration provider or arbitrator believe will provide for an efficient resolution of claims. For example, if the number of cases filed makes batches of 100 cases too small for the prompt resolution of all filed claims, you and Mixy agree that NAM may increase or decrease the batch size, transfer a case between batches, or proceed with adjudication of more than one (but no greater than five) batches at a time as determined in the reasoned discretion of the NAM procedural arbitrator, following the input of the parties. Any and all disagreements between the parties as to whether this provision applies or as to the process or procedure for batching shall be resolved by a NAM procedural arbitrator.
This "Batching" provision shall in no way be interpreted as increasing the number of claims necessary to trigger the applicability of NAM's Mass Filing Supplemental Dispute Resolution Rules and Procedures or authorizing class arbitration of any kind.
The results of the first completely adjudicated batch of demands in a Mass Filing will be given to a NAM mediator selected from a group of five mediators proposed by a NAM, with Mixy and the remaining claimants' counsel being able to strike one mediator each and then rank the remaining mediators. The highest collectively ranked mediator will be selected. The selected mediator will try to facilitate a resolution of the remaining demands in the Mass Filing. Mixy, the remaining claimants, and their counsel, and the mediator will then have 90 days (the "Mediation Period") from the date the results are provided to the mediator to agree on a resolution or substantive methodology for resolving the outstanding demands. If the parties are unable to resolve the outstanding demands during the Mediation Period and cannot agree on a methodology for resolving them through further arbitrations, either Mixy or any remaining claimant may opt out of the arbitration process and have the demand(s) proceed in a court of competent jurisdiction. Notice of the opt-out will be provided in writing within 60 days of the close of the Mediation Period. If neither Mixy nor the remaining claimants opt out and they cannot agree to a methodology for resolving the remaining demands through further arbitration, the arbitrations will continue with the batching process. Absent notice of an opt out, the arbitrations will proceed in the order determined by the sequential numbers assigned to demands in the Mass Filing.
Arbitrator's Authority and Arbitration Award. The arbitrator shall be empowered under this Arbitration Agreement to grant whatever relief would be available in a court under law or in equity. The arbitrator has the right to impose sanctions in accordance with the arbitration provider's rules and procedures for any frivolous claims or submissions the arbitrator determines have not been filed in good faith, as well as for a party's failure to comply with this Arbitration Agreement or the Informal Dispute Resolution Process.
The arbitrator's decision will include the essential findings and conclusions upon which the arbitrator based the award. Judgment on the arbitration award may be entered in any court having jurisdiction thereof. The arbitrator will have the authority to award monetary damages on an individual basis and to grant, on an individual basis, any non-monetary remedy or relief available to an individual to the extent available under applicable law, the arbitral forum's rules, and this Arbitration Agreement. The parties agree that the damages and/or other relief must be consistent with the User Agreement, including but not limited to the paragraphs titled "Class Arbitration and Collective Relief Waiver" and "Limitation of Liability" as to the types and the amount of damages or other relief for which a party may be held liable.
Except for decisions in arbitrations that are joined together in a single batch, no arbitration award or decision will have any preclusive effect, except to preclude the same or similar claims and issues addressed by the award from being re-arbitrated between the same parties. Attorneys' fees will be available to the prevailing party in the arbitration only if authorized under applicable substantive law governing the claims in the arbitration.
30-Day Right to Opt-Out. You have the right to opt-out and not be bound by the Arbitration Agreement by sending written notice, signed by you, of your decision to opt-out to the following address: legal@usemixy.com The notice must be sent within 30 days of June 17th, 2025 or your first use of the Services, whichever is later; otherwise, you shall be bound to arbitrate disputes in accordance with the terms of the Arbitration Agreement. If you opt-out of the arbitration provisions, Mixy also will not be bound by them.
If you opt out of the Arbitration Agreement, you may exercise your right to a trial by judge, as permitted by applicable law, but any prior existing agreement to arbitrate disputes under a prior version of the Arbitration Agreement will not apply to claims not yet filed. If you opt out of the Arbitration Agreement, you will not be opting out of any other provisions of this User Agreement and you agree to be bound by all other provisions of these terms, which shall remain in effect as allowable by law.
Exceptions to Informal Dispute Resolution and Arbitration Agreement. Notwithstanding the parties' agreement to resolve all disputes through the Informal Dispute Resolution process and, if necessary, binding arbitration:
Changes to this Arbitration Agreement. Mixy will provide 30 days' notice of the date of any material changes to this Arbitration Agreement. Changes will become effective on the 30th day and apply to all claims not yet filed, regardless of when they accrued. If you consent to these terms on or before the 30th day or continue to use the Services after the 30th day, you agree that any unfiled claims of which Mixy does not have actual notice under the Informal Dispute Resolution process are subject to the revised clause. If Mixy changes this Arbitration Agreement after the date you first accepted it (or accepted any subsequent changes to the agreement), you agree that your continued use of the Services 30 days after such change will be deemed acceptance of those changes. If you do not agree to such change, you may opt out of this Arbitration Agreement by emailing an opt-out notice to legal@usemixy.com before the 30-day period expires.
Class Action Waiver
YOU AGREE THAT ANY DISPUTE BETWEEN YOU AND MIXY THAT IS NOT SUBJECT TO ARBITRATION FOR ANY REASON MAY ONLY BE PURSUED BY YOU ON AN INDIVIDUAL BASIS, AND YOU MAY NOT BRING A CLAIM AS A PLAINTIFF OR A CLASS MEMBER IN A CLASS, COLLECTIVE, OR REPRESENTATIVE ACTION.
Severability. If any provision of these Terms is deemed unlawful, void, or for any reason unenforceable by an arbitrator or court of competent jurisdiction, the validity and enforceability of any remaining provisions shall not be affected.
Entire Agreement. These Terms contain the entire understanding of you and Mixy and supersede all prior understandings of the parties hereto relating to the subject matter hereof, whether electronic, oral or written, or whether established by custom, practice, policy or precedent, between you and us with respect to the Service.
Assignment. You may not assign or delegate any rights or obligations under the Terms without Mixy' prior written consent, and any unauthorized assignment and delegation by you is void and ineffective. Mixy may, in its sole discretion, assign these Terms and any rights, licenses or obligations it receives hereunder without restriction.
No Waiver. No waiver of any provision of these Terms will be binding unless in writing, no waiver of any provisions of these Terms will be deemed a further or continuing waiver of such provision or any other provision, and the failure of Mixy to exercise or enforce any right or remedy in these Terms does not waive that right or remedy. If an arbitrator or a court of competent jurisdiction finds any provision of these Terms to be invalid, the parties agree that the court should endeavor to give effect, to the maximum extent permitted by law, to the parties' intentions as reflected in the provision, and the other provisions of these Terms will remain in full force and effect.
If you have any comments, questions, or concerns regarding these Terms or the Services, please contact us at the address or email below. We would like to promptly address any issue.
Mixy, LLC
1111b South Governors Avenue
STE 23510
Dover, DE, 19904
legal@usemixy.com